0000950157-08-000352 Sample Contracts

AMENDED AND RESTATED AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTS
Retention And • May 9th, 2008 • Lazard LTD • Investment advice • New York

AMENDED AND RESTATED AGREEMENT (this “Agreement”), dated as of May 7, 2008 (the “Effective Date”), by and among Lazard Ltd, a company incorporated under the laws of Bermuda (“PubliCo”), Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, PubliCo, and its and their predecessors and successors, the “Firm”), and Steven J. Golub (the “Executive”).

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AMENDMENT NO. 2 TO THE OPERATING AGREEMENT OF LAZARD GROUP LLC
Operating Agreement • May 9th, 2008 • Lazard LTD • Investment advice • Delaware

This AMENDMENT NO. 2 (this “Amendment”) to the Operating Agreement of Lazard Group LLC, a Delaware limited liability company, dated as of May 10, 2005, as amended by Amendment No. 1 dated as of December 19, 2005 (such agreement, as so amended, the “Operating Agreement”), is entered into as of May 7, 2008.

FORM OF FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTS
Lazard LTD • May 9th, 2008 • Investment advice

First Amendment (the “First Amendment”), dated as of May 7, 2008 (the “Effective Date”), to Agreement Relating to Retention and Noncompetition and Other Covenants by and between Lazard Group LLC, a Delaware limited liability company, and successor to Lazard LLC (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and [ ] (the “Executive”), dated as of May 4, 2005 (the “Agreement”); and

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