0001193125-13-188145 Sample Contracts

SECOND AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTS
Agreement Relating to Retention and Noncompetition and Other Covenants • May 1st, 2013 • Lazard Group LLC • Investment advice

Second Amendment (the “Second Amendment”), dated as of March 14, 2013 (the “Effective Date”), to Agreement Relating to Retention and Noncompetition and Other Covenants 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 their subsidiaries and affiliates (collectively with PubliCo, Lazard and its and their predecessors and successors, the “Firm”), and Ashish Bhutani (the “Executive”), dated as of March 15, 2005, and amended as of August 2, 2011 (as amended, this “Agreement”); and

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This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. PERFORMANCE-BASED STOCK UNIT AGREEMENT
Performance-Based Stock Unit Agreement • May 1st, 2013 • Lazard Group LLC • Investment advice • New York

THIS AGREEMENT, dated as of [DATE], between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and [NAME] (the “Employee”).

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. STOCK UNIT AGREEMENT
Stock Unit Agreement • May 1st, 2013 • Lazard Group LLC • Investment advice • New York

THIS AGREEMENT, dated as of [DATE], between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and [NAME] (the “Employee”).

RESTRICTED LAZARD FUND INTEREST AGREEMENT
Restricted Lazard Fund Interest Agreement • May 1st, 2013 • Lazard Group LLC • Investment advice • New York

THIS AGREEMENT, dated as of [DATE], between Lazard Group LLC, a Delaware limited liability company (the “Company”), on its behalf and on behalf of its applicable Affiliate (as defined under the definitional rules of Section 1(a) below), and [NAME] (the “Employee”).

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