0001193125-05-112388 Sample Contracts

AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTS
Agreement • May 20th, 2005 • LAZ-MD Holdings LLC • Finance services • New York

AGREEMENT, dated as of May 10, 2005 (this “Agreement”), by and between Lazard LLC, a Delaware limited liability company (“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 individual named on Schedule I (the “Executive”).

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MASTER SEPARATION AGREEMENT by and among LAZARD LTD, LAZARD LLC, LAZ-MD HOLDINGS LLC and LFCM HOLDINGS LLC Dated as of May 10, 2005
Master Separation Agreement • May 20th, 2005 • LAZ-MD Holdings LLC • Finance services • Delaware

This MASTER SEPARATION AGREEMENT (including the schedules hereto, this “Agreement”), dated as of May 10, 2005, by and among Lazard Ltd, a Bermuda exempted company (“Lazard Ltd”), Lazard LLC, a Delaware limited liability company that will be renamed “Lazard Group LLC” (“Lazard Group”), LAZ-MD Holdings LLC, a Delaware limited liability company (formerly known as LF Holdings LLC) (“LAZ-MD”), and LFCM Holdings LLC, a Delaware limited liability company and currently a wholly owned subsidiary of Lazard Group (“LFCM,” and together with Lazard Ltd, Lazard Group and LAZ-MD, the “Parties” and each a “Party”).

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • May 20th, 2005 • LAZ-MD Holdings LLC • Finance services • Delaware

This STOCKHOLDERS’ AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of May 10, 2005, by and among LAZ-MD Holdings LLC, a Delaware limited liability corporation (“LAZ-MD”), the individuals listed on the signature page hereto, and, solely for the purposes of Articles I, II, IV and V hereto, Lazard Ltd, an exempted Bermuda limited company (“Lazard Ltd”).

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