ex10-1.htm


     

    Exhibit
      10.1

     

    
      AMENDED
        AND RESTATED
        AGREEMENT

      RELATING
        TO RETENTION
        AND

      NONCOMPETITION
        AND OTHER
        COVENANTS

       

      AMENDED
        AND RESTATED AGREEMENT by and
        among Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”), Lazard
        Group LLC, a Delaware limited liability company (“Lazard Group”), and
        Bruce Wasserstein (the “Executive”), dated
        as
        of the 29th day of January, 2008 (the “Agreement”).

       

      The
        Company has determined that it is
        in the best interests of the Company and its shareholders to assure that
        the
        Company and Lazard Group will have the continued dedication of the Executive
        notwithstanding the scheduled expiration of the Agreement Relating to Retention
        and Noncompetition and Other Covenants, dated as of May 4th,
        2005, between
        the Company and the Executive (the “Prior Retention
        Agreement”).  Therefore, in order to accomplish these
        objectives, the Board of Directors of each of the Company and Lazard Group
        has
        respectively caused the Company and Lazard Group to enter into this amendment
        and restatement of the Prior Retention Agreement and the Special Retention
        Award
        Agreement (as defined in Section 3 below), as of the date
        hereof.

       

              NOW,
        THEREFORE, IT IS HEREBY AGREED AS
        FOLLOWS:

       

      1.           Employment
        Period.  (a)  The Company and Lazard Group hereby
        agree to continue to employ the Executive, and the Executive hereby agrees
        to
        continue to be employed by the Company and Lazard Group, subject to the terms
        and conditions of this Agreement, for the period commencing on January 29,
        2008
        (the “Effective
        Date”) and ending on December 31, 2012, unless earlier terminated in
        accordance with the terms hereof (the “Employment
        Period”).

       

      (b)           From
        and after the Effective Date, this Agreement shall supersede the Prior Retention
        Agreement with respect to the subject matter hereof.  The execution of
        this Agreement shall have no effect on the continuing application or the
        terms
        of the Agreement Relating to the Reorganization of Lazard, dated as of May
        10th,
        2005, between
        Lazard LLC and the Executive (the “Reorganization
        Agreement”) or any other agreements entered into in connection with the
        Reorganization (as defined in the Reorganization Agreement) (collectively,
        the
“Reorganization
        Documents”), including any agreements with respect to the HoldCo
        Interests or Exchangeable Interests (each as defined in the Reorganization
        Documents), which shall continue in full force and effect in accordance with
        their terms, and all references to (including the terms defined by reference
        to)
        the Prior Retention Agreement contained in any Reorganization Document or
        any
        other agreement between the Executive and the Company or its affiliates entered
        into prior to the Effective Date, including without limitation any stock
        unit
        award agreements entered into prior to the Effective Date (which for purposes
        hereof shall include the stock unit award agreement entered into as of the
        date
        hereof with respect to 2007 annual compensation), shall continue to refer
        to and
        be controlled by the Prior Retention Agreement.

       

      2.           Terms
        of
        Employment.  (a)  Position
        and
        Duties.  (i)  During the Employment Period, the
        Executive shall serve as Chairman and Chief Executive Officer of each of
        the
        Company and Lazard Group, with such authority, duties and responsibilities
        as
        are commensurate with such positions, and shall serve as a member of the
        Company’s Board of Directors (the “Board”).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

                 (ii)           During
        the Employment Period, and excluding any periods of vacation and sick leave
        to
        which the Executive is entitled, the Executive agrees to devote substantially
        all of his attention and time during normal business hours to the business
        and
        affairs of the Company and Lazard Group and, to the extent necessary to
        discharge the responsibilities assigned to the Executive hereunder, to use
        the
        Executive’s reasonable best efforts to perform faithfully and efficiently such
        responsibilities.  During the Employment Period, it shall not be a
        violation of this Agreement for the Executive to, consistent with and subject
        to
        the policies applicable to members of the Board, (A) serve on corporate,
        civic
        or charitable boards or committees, (B) deliver lectures or fulfill speaking
        engagements and (C) manage personal investments or engage in other activities
        consistent with past practice (including, without limitation, with respect
        to
        Wasserstein & Co., LP consistent with Section 9(b)(ii) of this Agreement),
        so long as such activities do not significantly interfere with the performance
        of the Executive’s responsibilities as an employee of the Company and Lazard
        Group in accordance with this Agreement.

       

      (b)           Compensation.

       

      (i)           Base
        Salary.  During the Employment Period, the Executive shall
        receive annual base salary (“Annual Base Salary”)
        at a rate of no less than $900,000, which shall be payable in accordance
        with
        the normal payroll practices of Lazard Group.  The term “Annual Base
        Salary” shall refer to the Annual Base Salary as it may be
        increased.

       

      (ii)           Incentive
        Compensation.  With respect to the Company’s 2008, 2009 and
        2010 fiscal years, the
        Compensation Committee of the Board (the “Compensation
        Committee”) and the Board
        shall assess the Executive’s performance on the basis of such criteria as they
        may deem appropriate in their absolute discretion.  Based on such
        assessment for each such fiscal year, the Compensation Committee and the
        Board
        may award the Executive approximately 900,000 restricted stock units
        (“RSUs”)
        in respect of the Company’s
        Class A common stock (“Common
        Stock”) (each such award, if
        any, an
“Annual
        Award”), with such
        increases or decreases to the number of such RSUs actually awarded for such
        fiscal year as the Compensation Committee and the Board may determine in
        their
        absolute discretion.  The grant of any such RSUs shall be made
        pursuant to an award agreement (an “Annual
        Award
        Agreement”)
        containing terms and conditions consistent herewith and otherwise as determined
        by the Board and the Committee in their absolute discretion.  All RSUs
        awarded pursuant to any Annual Award shall vest on (A) December 31, 2012,
        subject to the Executive’s continued employment with the Company and Lazard
        Group through such date, or (B) if earlier, the occurrence of a Change in
        Control (as defined in Company’s 2005 Equity Incentive Plan); provided that, in
        the event
        that such Change in Control does not qualify as an event described in Section
        409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the
        regulations thereunder, such RSUs shall not be settled until December 31,
        2012,
        or, if earlier, immediately following any permissible payment event under
        Section 409A of the Code and the regulations thereunder (but shall not be
        subject to any forfeiture

       

       

      
        
          
          

        

        
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      provisions
        following such Change in Control).  Notwithstanding the
        foregoing, in the event that, during the Employment Period, the Company
        terminates the Executive’s employment other than for Cause or the Executive’s
        employment terminates due to death or Disability, all RSUs previously awarded
        pursuant to any Annual Award shall vest on the earliest of
        (A) December 31, 2012, (B) the Executive’s death and (C) the
        occurrence of a Change in Control (subject to the proviso contained in the
        immediately preceding sentence); provided,
however,
        that in the event of any
        non-compliance with the restrictive covenants under the applicable Annual
        Award
        Agreements during the applicable periods specified therein following a
        termination other than for Cause or due to the Executive’s Disability (other
        than following a Change in Control), all such RSUs shall be
        forfeited.  Except as otherwise provided above, all RSUs awarded
        pursuant to any Annual Award shall be settled as soon as practicable (but
        in no
        event more than 30 days) after the applicable vesting date.  In the
        event that, during the Employment Period, the Company terminates the Executive’s
        employment for Cause or the Executive terminates his employment for any reason
        (other than due to death or Disability), all RSUs awarded pursuant to any
        Annual
        Award shall be forfeited.  The Compensation Committee and the Board
        may also award the Executive an additional bonus for each such fiscal year
        in
        the amount and form and with such other terms and conditions as the Compensation
        Committee and the Board may determine in their absolute
        discretion.

       

      (iii)           With
        respect to each of the Company’s
        2011 and 2012 fiscal years, the Compensation Committee and the Board shall
        assess the Executive’s performance on the basis of such criteria as they may
        deem appropriate in their absolute discretion.  Based on such
        assessment for each such fiscal year, the Compensation Committee and the
        Board
        may award the Executive for such fiscal year an annual bonus, which shall
        be in
        the amount and form and have such other terms and conditions as the Compensation
        Committee and the Board may determine in their absolute
        discretion.

       

      (iv)           Other
        Benefits.  During the Employment Period, the Executive shall be
        entitled to participate in all employee pension, welfare and other benefit
        plans, practices, policies and programs generally applicable to the most
        senior
        executives of the Company and Lazard Group on a basis and on terms no less
        favorable than that provided to such senior executives; provided that the Executive
        shall
        not be eligible to participate in any equity-related, bonus, incentive,
        severance, profit sharing or deferred compensation plan or any similar plan,
        scheme or arrangement without the consent of the Compensation Committee or
        the
        Board (as applicable) other than (A) as set forth in Section 2(b)(ii) or
        (iii)
        and Section 3, (B) participation in the tax-qualified and supplemental
        retirement plans of Lazard Group or its affiliates or (C) participation in
        plans
        that provide the Executive only the opportunity to defer the receipt of income
        otherwise payable hereunder.  In addition, the Executive shall be
        entitled to perquisites and fringe benefits no less favorable than those
        provided to him by Lazard Group immediately prior to the Effective Date,
        to the
        extent not inconsistent with the policies of the Company or Lazard Group,
        as
        applicable, as in effect from time to time.

       

      (v)           Expenses.  During
        the Employment Period, the Executive shall be entitled to receive prompt
        reimbursement for all reasonable business expenses incurred by the Executive
        in
        the performance of his duties in accordance with the policies of the Company
        or
        Lazard Group, as applicable, as in effect from time to time.

       

       

      
        
          
          

        

        
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      (vi)           Vacation.  During
        the Employment Period, the Executive shall be entitled to paid vacation in
        accordance with the plans, policies, programs and practices of the Company
        or
        Lazard Group, as applicable, as in effect from time to time with respect
        to the
        senior executives of the Company and Lazard Group.

       

      3.           Special
        Retention
        Award.  Effective as of the Effective Date, the Compensation
        Committee shall grant the Executive RSUs in respect of 2,700,000
        shares of
        Common Stock (the “Special
        Retention
        Award”), on the terms set forth in the Stock Unit Award Agreement
        attached hereto as Exhibit A (“Special
        Retention Award
        Agreement” and, together with any Annual Award Agreements, the “RSU Award
        Agreements”).

       

      4.           Termination
        of
        Employment.  (a)  Death or
        Disability.  The Executive’s employment shall terminate
        automatically upon the Executive’s death during the Employment
        Period.  If the Company determines in good faith that the Disability
        of the Executive has occurred during the Employment Period (pursuant to the
        definition of Disability set forth below), it may give the Executive written
        notice in accordance with Section 11(b) of this Agreement of its intention
        to
        terminate the Executive’s employment.  In such event, the Executive’s
        employment with the Company shall terminate effective on the 30th day after
        receipt of such notice by the Executive (the “Disability Effective
        Date”), provided
        that, within
        the 30 days after such receipt, the Executive shall not have returned to
        full-time performance of the Executive’s duties.  For purposes of this
        Agreement, “Disability”
shall
        mean the absence of the Executive from the Executive’s duties with the Company
        on a full-time basis for 180 consecutive days in a 365-day period as a result
        of
        incapacity due to mental or physical illness that is determined to be total
        and
        permanent by a physician selected by the Company or its insurers and reasonably
        acceptable to the Executive or the Executive’s legal
        representative.

       

      (b)           By
        the
        Company.  The Company may terminate the Executive’s employment
        during the Employment Period either with or without Cause (subject to the
        notice
        requirements of Section 4(d)).  For purposes of this Agreement,
“Cause”
shall
        mean:

       

      (i)           conviction
        of the Executive of, or a guilty or nolo contendere plea (or the
        equivalent in a non-United States jurisdiction) by the Executive to, a felony
        (or the equivalent in a non-United States jurisdiction), or of any other
        crime
        that legally prohibits the Executive from working for the Company or its
        affiliates;

       

      (ii)           breach
        by the Executive of a regulatory rule that materially adversely affects the
        Executive’s ability to perform his duties;

       

      (iii)           willful
        and deliberate failure on the part of the Executive (A) to perform his
        employment duties in any material respect or (B) to follow specific reasonable
        directions received from the Board, in each case following written notice
        to the
        Executive of such failure and, if such failure is curable, the Executive’s
        failing to cure such failure within a reasonable time (but in no event less
        than
        30 days); or

       

      (iv)           a
        breach of a Covenant that is (individually or combined with other such breaches)
        demonstrably and materially injurious to the Company or any of its
        affiliates.

       

       

      
        
          
          

        

        
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      For
        purposes of this provision, no act or failure to act, on the part of the
        Executive, shall be considered “willful” unless it is done, or omitted to be
        done, by the Executive in bad faith or without reasonable belief that the
        Executive’s action or omission was in the best interests of the
        Company.  Any act, or failure to act, based upon authority given
        pursuant to a resolution duly adopted by the Board or upon the instructions
        of
        the Board or based upon the advice of counsel for the Company shall be
        conclusively presumed to be done, or omitted to be done, by the Executive
        in
        good faith and in the best interests of the Company.

      


      The
        Executive shall not be terminated (including for Cause) or asked to resign
        unless and until there shall have been delivered to the Executive a copy
        of the
        resolutions duly adopted by the affirmative vote of a majority of the members
        of
        the Board then in office at a meeting called and held for such purpose, provided that,
        with
        respect to any such meeting, the Executive and the members of the Board shall
        have been given reasonable notice of such meeting (which shall, in any event,
        not require more than five (5) days notice) and the Executive shall have
        been
        given an opportunity, together with counsel, to be heard at such meeting
        (it
        being understood that the failure to provide such adequate notice shall
        invalidate any action or resolution of the Board to terminate the
        Executive).  The cessation of employment of the Executive shall not be
        deemed to be for Cause unless and until there shall have been delivered to
        the
        Executive a copy of the resolutions complying with the provisions set forth
        in
        the foregoing sentence, which resolutions find that, in the good faith opinion
        of the Board, the Executive is guilty of conduct constituting Cause as described
        above, and specifies the particulars thereof in detail.  The Executive
        agrees that the Company, Lazard Group and their respective affiliates shall
        be
        entitled, without the consent of the Executive, to amend (a) the proviso
        to the
        last sentence of Section 24.03 and the last sentence of Section 24.09 of
        the
        Amended and Restated Bye-Laws of Lazard Ltd, adopted as of May 10, 2005 and
        (b)  the last sentence to Section 3.01(d) and the proviso to Section
        3.01(f) to the Operating Agreement of Lazard Group LLC, dated as of May 10,
        2005
        to conform to the procedural requirements specified in the prior two
        sentences.

      


      (c)           By
        the
        Executive.  During the Employment Period, the Executive’s
        employment may be terminated by the Executive for any or no reason (subject
        to
        the notice requirements of Section 4(e)).

       

      (d)           Notice
        of
        Termination.  Any termination by the Company for Cause shall be
        communicated by Notice of Termination to the Executive given in accordance
        with
        Section 11(b) of this Agreement.  For purposes of this Agreement, a
“Notice of
        Termination” means a written notice which (i) indicates the specific
        termination provision in Section 4(b) relied upon, (ii) to the extent
        applicable, sets forth in reasonable detail the facts and circumstances claimed
        to provide a basis for termination of the Executive’s employment under the
        provision so indicated and (iii) if the Date of Termination (as defined below)
        is other than the date of receipt of such notice, specifies the Date of
        Termination (which date shall be not more than 30 days after the giving of
        such
        notice).  The failure by the Company to set forth in the Notice of
        Termination any fact or circumstance which contributes to a showing of Cause
        shall not waive any right of the Company hereunder or preclude the Company
        from
        asserting such fact or circumstance in enforcing the Company’s rights
        hereunder.

       

       

      
        
          
          

        

        
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      (e)           Date
        of
        Termination.  For purposes of this Agreement, “Date of
        Termination”
means (i) if the Executive’s employment is terminated by the Company for Cause,
        the date of receipt of the Notice of Termination or any later date specified
        therein within 30 days of such notice, as the case may be, (ii) if the
        Executive’s employment is terminated by the Company other than for Cause, death
        or Disability, the Date of Termination shall be the date on which the Company
        notifies the Executive of such termination, (iii) if the Executive’s employment
        is terminated by the Executive, the Date of Termination shall be the date
        on
        which the Executive notifies the Company of such termination, which date
        shall
        not be less than three months after the Executive notifies the Company of
        such
        termination, unless waived in writing by the Company and (iv) if the Executive’s
        employment is terminated by reason of death or Disability, the Date of
        Termination shall be the date of death of the Executive or the Disability
        Effective Date, as the case may be.

       

      5.           Obligations
        of the Company
        upon Termination.  (a)  By the
        Company Other Than
        for Cause, Death or Disability.  If, during the Employment
        Period, the Company shall terminate the Executive’s employment other than for
        Cause, death or Disability:

       

      (i)           Lazard
        Group shall pay to the Executive in a lump sum in cash within 30 days after
        the
        Date of Termination the sum of (A) the Executive’s Annual Base Salary through
        the Date of Termination and (B) any earned and unpaid cash bonus amounts
        for
        fiscal years of the Company completed prior to the Date of Termination, in
        each
        case, to the extent not theretofore paid (the sum of the amounts described
        in
        subclauses (A) and (B), the “Accrued
        Obligations”); provided that, notwithstanding the foregoing, if the
        Executive has made an irrevocable election under any deferred compensation
        arrangement subject to Section 409A of the Code to defer any portion of any
        cash
        bonus described in clause (B) above, then such deferral election, and the
        terms
        of the applicable deferred compensation arrangement, shall apply to such
        portion
        of such cash bonus, and such portion shall not be considered part of the
“Accrued Obligations”
        but shall instead be deemed an “Other Benefit” (as defined below) for purposes
        of Sections 5(a) through (d);

       

      (ii)           (A)
        for the remainder of the Executive’s life and that of his current spouse, the
        Executive, his spouse and his eligible dependents shall continue to be eligible
        to participate in the medical and dental benefit plans of Lazard Group on
        the
        same basis as the Executive participated in such plans immediately prior
        to the
        Date of Termination, to the extent that the applicable plan permits such
        continued participation for all or any portion of such period (it being agreed
        that Lazard Group will use its reasonable efforts to cause such continued
        coverage to be permitted under the applicable plan for the entire period)
        and
        (B) in the event such benefits continuation period is required to be limited
        to
        a shorter period, the actual period of continuation shall not run concurrently
        with or reduce the Executive’s right to continued coverage under COBRA and, for
        purposes of determining the Executive’s eligibility for and right to commence
        receiving benefits under the retiree health care benefit plans of Lazard
        Group,
        the Executive shall receive additional years of age and service credit equal
        to
        the number of years and portions thereof in the applicable benefits continuation
        period (collectively, the “Medical Benefits”)
        (the amount of Medical Benefits provided in any given calendar year shall
        not
        affect the amount of Medical Benefits provided in any other calendar year,
        and
        the Executive’s right to Medical Benefits may not be liquidated or exchanged for
        any other benefit); and

       

       

      
        
          
          

        

        
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      (iii)           to
        the extent not theretofore paid or provided, Lazard Group shall timely pay
        or
        provide to the Executive any other amounts or benefits required to be paid
        or
        provided or which the Executive is eligible to receive under any plan, program,
        policy or practice or contract or agreement of Lazard Group and its affiliates
        through the Date of Termination (such other amounts and benefits shall be
        hereinafter referred to as the “Other
        Benefits”).

       

      (b)           Death.  If
        the Executive’s employment is terminated by reason of the Executive’s death
        during the Employment Period, this Agreement shall terminate without further
        obligations to the Executive’s legal representatives under this Agreement, other
        than for the payment of the Accrued Obligations and the timely payment or
        provision of Other Benefits.  The Accrued Obligations shall be paid to
        the Executive’s estate or beneficiary, as applicable, in a lump sum in cash
        within 30 days of the Date of Termination.  With respect to the
        provision of Other Benefits, the term Other Benefits as utilized in this
        Section
        5(b) shall include death benefits as in effect on the date of the Executive’s
        death with respect to senior executives of the Company and Lazard Group and
        their beneficiaries and the provision of the Medical Benefits to the Executive’s
        current spouse and his eligible dependents.

       

      (c)           Disability.  If
        the Executive’s employment is terminated by reason of the Executive’s Disability
        during the Employment Period, this Agreement shall terminate without further
        obligations to the Executive, other than for the payment of the Accrued
        Obligations and the timely payment or provision of Other
        Benefits.  The Accrued Obligations shall be paid to the Executive in a
        lump sum in cash within 30 days of the Date of Termination.  With
        respect to the provision of Other Benefits, the term Other Benefits as utilized
        in this Section 5(c) shall include, and the Executive shall be entitled after
        the Disability Effective Date to receive, disability and other benefits as
        in
        effect at any time thereafter generally with respect to senior executives
        of the
        Company and Lazard Group and the provision of the Medical Benefits to the
        Executive and his current spouse and his eligible dependents.

       

      (d)           By
        the Company for Cause; By
        the Executive; Expiration of the Employment Period.  If, during
        the Employment Period, the Executive’s employment shall be terminated for Cause
        or the Executive terminates his employment for any reason, or if the Executive’s
        employment with the Company ceases upon or following the expiration of the
        Employment Period, this Agreement shall terminate without further obligations
        to
        the Executive other than the obligation to pay or provide to the Executive
        (i)
        the Accrued Obligations, (ii) the Medical Benefits (other than upon a
        termination for Cause) and (iii) the Other Benefits, in each case to the
        extent
        theretofore unpaid.

       

      6.           Non-exclusivity
        of
        Rights.  Except as specifically provided, nothing in this
        Agreement shall prevent or limit the Executive’s continuing or future
        participation in any plan, program, policy or practice provided by the Company
        or any of its affiliates and for which the Executive may qualify, provided
        that
        he shall not be entitled to severance pay under any severance policy of the
        Company or its affiliates.  Amounts or benefits that are vested
        benefits or which the Executive is otherwise entitled to receive under any
        plan,
        policy, practice or program of or any contract or agreement with Lazard Group
        or
        any of its affiliates (including without limitation the RSU Award Agreements)
        at
        or subsequent to the Date of Termination shall be payable in accordance with
        such plan, policy, practice or program or contract or agreement except as
        explicitly modified by this Agreement.

       

       

      
        
          
          

        

        
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      7.           Full
        Settlement.  Lazard Group’s obligation to make the payments
        provided for in this Agreement and otherwise to perform its obligations
        hereunder shall not be affected by any set-off, counterclaim, recoupment,
        defense or other claim, right or action which the Company or its affiliates
        may
        have against the Executive or others.  In no event shall the Executive
        be obligated to seek other employment or take any other action by way of
        mitigation of the amounts payable to the Executive under any of the provisions
        of this Agreement or the RSU Award Agreements and such amounts shall not
        be
        reduced whether or not the Executive obtains other employment.  Lazard
        Group agrees to pay as incurred (within 30 days following its receipt of
        an
        invoice from the Executive), at any time from the Effective Date through
        the
        Executive’s remaining lifetime (or, if longer, through the 20th
        anniversary of
        the Effective Date) to the full extent permitted by law, all legal fees and
        expenses which the Executive may reasonably incur as a result of any contest
        (regardless of the outcome thereof) by the Company or its affiliates, the
        Executive or others of the validity or enforceability of, or liability under,
        any provision of this Agreement or the RSU Award Agreements or any guarantee
        of
        performance thereof (including as a result of any contest by the Executive
        about
        the amount of any payment pursuant to this Agreement), plus in each case
        interest on any delayed payment at the applicable Federal rate provided for
        in
        Section 7872(f)(2)(A) of the Code, provided that the
        Executive prevails on one material issue; provided,
further,
        that in the event the final
        resolution of any such contest results in the Executive not prevailing on
        a
        material issue, the Executive shall be required to reimburse the Company
        all
        sums advanced to the Executive pursuant to this Section 7 within 30 days
        of the
        date of the final resolution of that claim.  In order to comply with
        Section 409A of the Code, (a) in no event shall the payments by Lazard Group
        under this Section 7 be made later than the end of the calendar year next
        following the calendar year in which such fees and expenses were incurred,
provided that the
        Executive shall have submitted an invoice for such fees and expenses at least
        30
        days before the end of the calendar year next following the calendar year
        in
        which such fees and expenses were incurred, (b) the amount of such legal
        fees
        and expenses that Lazard Group is obligated to pay in any given calendar
        year
        shall not affect the legal fees and expenses that Lazard Group is obligated
        to
        pay in any other calendar year, and (c) the Executive’s right to have Lazard
        Group pay such legal fees and expenses may not be liquidated or exchanged
        for
        any other benefit.

       

      8.           Certain
        Additional Payments
        by the Company.  (a)  Anything in this Agreement to
        the contrary notwithstanding, in the event it shall be determined that any
        payment, benefit or distribution by Lazard Group or its affiliates to or
        for the
        benefit of the Executive (whether paid or payable or distributed or
        distributable pursuant to the terms of this Agreement or otherwise, but
        determined without regard to any additional payments required under this
        Section 8) (a “Payment”) would
        be
        subject to the excise tax imposed by Section 4999 of the Code or any interest
        or
        penalties are incurred by the Executive with respect to such excise tax (such
        excise tax, together with any such interest and penalties, are hereinafter
        collectively referred to as the “Excise Tax”), then
        the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in
        an amount such that after payment by the Executive of all taxes (including
        any
        interest or penalties imposed with respect to such taxes), including, without
        limitation, any income taxes (and any interest and penalties imposed with
        respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding
        any income taxes and penalties imposed pursuant to Section 409A of the Code,
        the
        Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
        imposed upon the Payments.  The Company’s obligation to make Gross-Up
        Payments under this Section 8 shall not be conditioned upon the Executive’s
        termination of employment.

       

       

      
        
          
          

        

        
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      (b)           Subject
        to the provisions of Section 8(c), all determinations required to be made
        under
        this Section 8, including whether and when a Gross-Up Payment is required
        and
        the amount of such Gross-Up Payment and the assumptions to be utilized in
        arriving at such determination, shall be made by Deloitte & Touche LLP or
        such other nationally recognized certified public accounting firm reasonably
        acceptable to the Company as may be designated by the Executive (the “Accounting Firm”),
        which shall provide detailed supporting calculations both to the Company
        and the
        Executive within 15 business days of the receipt of notice from the Executive
        that there has been a Payment, or such earlier time as is requested by the
        Company.  All fees and expenses of the Accounting Firm shall be borne
        solely by the Company.  Any determination by the Accounting Firm shall
        be binding upon the Company and its affiliates and the Executive.  As
        a result of the uncertainty in the application of Section 4999 of the Code
        at
        the time of the initial determination by the Accounting Firm hereunder, it
        is
        possible that Gross-Up Payments which will not have been made by the Company
        should have been made (“Underpayment”),
        consistent with the calculations required to be made hereunder.  In
        the event that the Company exhausts its remedies pursuant to Section 8(c)
        and
        the Executive thereafter is required to make a payment of any Excise Tax,
        the
        Accounting Firm shall determine the amount of the Underpayment that has occurred
        and any such Underpayment shall be promptly paid by the Company to or for
        the
        benefit of the Executive.

       

      (c)           The
        Executive shall notify the Company in writing of any claim by the Internal
        Revenue Service that, if successful, would require the payment of the Gross-Up
        Payment.  Such notification shall be given as soon as practicable but
        no later than ten business days after the Executive is informed in writing
        of
        such claim, and shall apprise the Company of the nature of such claim and
        the
        date on which such claim is requested to be paid.  The Executive shall
        not pay such claim prior to the expiration of the 30-day period following
        the
        date on which it gives such notice to the Company (or such shorter period
        ending
        on the date that any payment of taxes with respect to such claim is
        due).  If the Company notifies the Executive in writing prior to the
        expiration of such period that it desires to contest such claim, the Executive
        shall:

       

      (i)           give
        the Company any information reasonably requested by the Company relating
        to such
        claim,

       

      (ii)           take
        such action in connection with contesting such claim as the Company shall
        reasonably request in writing from time to time, including, without limitation,
        accepting legal representation with respect to such claim by an attorney
        reasonably selected by the Company,

       

      (iii)           cooperate
        with the Company in good faith in order effectively to contest such claim,
        and

       

      (iv)           permit
        the Company to participate in any proceedings relating to such
        claim;

       

       

      
        
          
          

        

        
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      provided,
however,
        that the
        Company shall bear and pay directly all costs and expenses (including additional
        interest and penalties) incurred in connection with such contest, and shall
        indemnify and hold the Executive harmless, on an after-tax basis, for any
        Excise
        Tax or income tax (including interest and penalties with respect thereto)
        imposed as a result of such representation and payment of costs and
        expenses.  Without limitation on the foregoing provisions of this
        Section 8(c), the Company shall control all proceedings taken in connection
        with
        such contest, and, at its sole discretion, may pursue or forgo any and all
        administrative appeals, proceedings, hearings and conferences with the
        applicable taxing authority in respect of such claim and may, at its sole
        discretion, either pay the tax claimed to the appropriate taxing authority
        on
        behalf of the Executive and direct the Executive to sue for a refund or contest
        the claim in any permissible manner, and the Executive agrees to prosecute
        such
        contest to a determination before any administrative tribunal, in a court
        of
        initial jurisdiction and in one or more appellate courts, as the Company
        shall
        determine; provided, however,
        that, if the
        Company pays such claim and directs the Executive to sue for a refund, the
        Company shall indemnify and hold the Executive harmless, on an after-tax
        basis,
        from any Excise Tax or income tax (including interest or penalties) imposed
        with
        respect to such payment or with respect to any imputed income with respect
        to
        such payment; and further provided,
        that any
        extension of the statute of limitations relating to payment of taxes for
        the
        taxable year of the Executive with respect to which such contested amount
        is
        claimed to be due is limited solely to such contested
        amount.  Furthermore, the Company’s control of the contest shall be
        limited to issues with respect to which the Gross-Up Payment would be payable
        hereunder, and the Executive shall be entitled to settle or contest, as the
        case
        may be, any other issue raised by the Internal Revenue Service or any other
        taxing authority.

       

      (d)           If,
        after the receipt by the Executive of a Gross-Up Payment or payment by the
        Company of an amount on the Executive’s behalf pursuant to Section 8(c), the
        Executive becomes entitled to receive any refund with respect to the Excise
        Tax
        to which such Gross-Up Payment relates or with respect to such claim, the
        Executive shall (subject to the Company’s complying with the requirements of
        Section 8(c), if applicable) promptly pay to the Company the amount of such
        refund (together with any interest paid or credited thereon after taxes
        applicable thereto).  If, after payment by the Company of an amount on
        the Executive’s behalf pursuant to Section 8(c), a determination is made that
        the Executive shall not be entitled to any refund with respect to such claim
        and
        the Company does not notify the Executive in writing of its intent to contest
        such denial of refund prior to the expiration of 30 days after such
        determination, then the amount previously paid shall offset, to the extent
        thereof, the amount of Gross-Up Payment required to be paid.

       

      (e)           Any
        Gross-Up Payment, as determined pursuant to this Section 8, shall be paid
        by the
        Company to the Executive within five days of the receipt of the Accounting
        Firm’s determination; provided that,
        the
        Gross-Up Payment shall in all events be paid no later than the end of the
        Executive’s taxable year next following the Executive’s taxable year in which
        the Excise Tax (and any income or other related taxes or interest or penalties
        thereon) on a Payment are remitted to the Internal Revenue Service or any
        other
        applicable taxing authority or, in the case of amounts relating to a claim
        described in Section 8(c) that does not result in the remittance of any federal,
        state, local and foreign income, excise, social security and other taxes,
        the
        calendar year in which the claim is finally settled or otherwise
        resolved.  Notwithstanding any other provision of this Section 8, the
        Company may, in its sole discretion, withhold and pay over to the Internal
        Revenue Service or any other applicable taxing authority, for the benefit
        of the
        Executive, all or any portion of any Gross-Up Payment, and the Executive
        hereby
        consents to such withholding.

       

       

      
        
          
          

        

        
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      9.           Confidential
        Information;
        Restrictive Covenants.  (a)  Confidential
        Information.  In the course of involvement in the Company’s
        activities or otherwise, the Executive has obtained or may obtain confidential
        information concerning the Company’s businesses, strategies, operations,
        financial affairs, organizational and personnel matters (including information
        regarding any aspect of the Executive’s tenure as a managing director, member,
        partner or employee of the Company or of the termination of such position,
        partnership or employment), policies, procedures and other non-public matters,
        or concerning those of third parties.  The Executive shall not at any
        time (whether during or after the Executive’s employment with the Company)
        disclose or use for the Executive’s own benefit or purposes or the benefit or
        purposes of any other person, firm, partnership, joint venture, association,
        corporation or other business organization, entity or enterprise other than
        the
        Company, any trade secrets, information, data or other confidential or
        proprietary information relating to customers, development programs, costs,
        marketing, trading, investment, sales activities, promotion, credit and
        financial data, financing methods, plans or the business and affairs of the
        Company, provided that the
        foregoing shall not apply to information which is not unique to the Company
        or
        which is generally known to the industry or the public other than as a result
        of
        the Executive’s breach of this covenant or as required pursuant to an order of a
        court, governmental agency or other authorized tribunal.  The
        Executive agrees that upon termination of the Executive’s employment with the
        Company for any reason, the Executive or, in the event of the Executive’s death,
        the Executive’s heirs or estate at the request of the Company, shall return to
        the Company immediately all memoranda, books, papers, plans, information,
        letters and other data and all copies thereof or therefrom, in any way relating
        to the business of the Company, except that the Executive (or the Executive’s
        heirs or estate) may retain personal notes, notebooks and
        diaries.  The Executive further agrees that the Executive shall not
        retain or use for the Executive’s account at any time any trade names, trademark
        or other proprietary business designation used or owned in connection with
        the
        businesses of the Company.  Without limiting the foregoing, the
        existence of, and any information concerning, any dispute between the Executive
        and the Company shall be subject to the terms of this Section 9(a), except
        that
        the Executive may disclose information concerning such dispute to the arbitrator
        or court that is considering such dispute, and to the Executive’s legal counsel,
        spouse or domestic partner and tax and financial advisors, provided that such
        persons agree not to disclose any such information other than as necessary
        to
        the prosecution or defense of the dispute.

       

      (b)           Noncompetition.  (i)    The
        Executive acknowledges and recognizes the highly competitive nature of the
        businesses of the Company.  The Executive further acknowledges and
        agrees that in connection with the reorganization of Lazard Group, and in
        the
        course of the Executive’s subsequent employment, the Executive has been and
        shall be provided with access to sensitive and proprietary information about
        the
        clients, prospective clients, knowledge capital and business practices of
        the
        Company, and has been and shall be provided with the opportunity to develop
        relationships with clients, prospective clients, consultants, employees,
        representatives and other agents of the Company, and the Executive further
        acknowledges that such proprietary information and relationships are extremely
        valuable assets in which the Company has invested and shall continue to invest
        substantial time, effort and expense.  The Executive hereby agrees
        that while employed by the Company during the Employment Period and thereafter
        until the date that is (i) three months after the Executive’s Date of
        Termination for any reason other than a termination by the Company without
        Cause
        or (ii) one month after the Executive’s Date of Termination by the Company
        without Cause (in either case, such period, the “Noncompete Restriction
        Period”), the Executive shall not, directly or indirectly (other than in
        respect of the activities of Wasserstein &

       

       

      
        
          
          

        

        
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      Co.,
        LP
        that do not involve the direct rendering of services by the Executive), on
        the
        Executive’s behalf or on behalf of any other person, firm, corporation,
        association or other entity, as an employee, director, advisor, partner,
        consultant or otherwise, engage in a “Competing Activity,” or acquire or
        maintain any ownership interest in, a “Competitive Enterprise.”  For
        purposes of this Agreement, (x) “Competing Activity”
        means the providing of services or performance of activities for a Competitive
        Enterprise in a line of business that is similar to any line of business
        in
        respect of which the Executive provided services to the Company and (y) “Competitive
        Enterprise” means a business (or business unit) that (1) engages in any
        activity or (2) owns or controls a significant interest in any entity that
        engages in any activity, that in either case, competes anywhere with any
        activity in which the Company is engaged up to and including the Executive’s
        Date of Termination.  Notwithstanding anything in this Section 9(b),
        the Executive shall not be considered to be in violation of this Section
        9(b)
        solely by reason of owning, directly or indirectly, any stock or other
        securities of a Competitive Enterprise (or comparable interest, including
        a
        voting or profit participation interest, in any such Competitive Enterprise)
        if
        the Executive’s interest does not exceed 5% of the outstanding capital stock of
        such Competitive Enterprise (or comparable interest, including a voting or
        profit participation interest, in such Competitive Enterprise).

       

      (ii)           The
        Executive acknowledges that the Company is engaged in business throughout
        the
        world.  Accordingly, and in view of the nature of the Executive’s
        position and responsibilities, the Executive agrees that the provisions of
        this
        Section 9(b) shall be applicable to each jurisdiction, foreign country, state,
        possession or territory in which the Company may be engaged in business while
        the Executive is employed by the Company.  Notwithstanding anything
        contained in Sections 9(b) and 9(c) of this Agreement to the contrary or
        in any
        restricted stock unit agreement between the Executive and the Company or
        its
        affiliates entered into on, prior to or after the Effective Date (including,
        without limitation, the RSU Award Agreements), in no event shall the Executive’s
        services to or relationship with Wasserstein & Co., LP, to the extent
        consistent with his relationship with and services to Wasserstein & Co., LP
        as of the date hereof, be considered to be in violation of, or give rise
        to a
        violation of, Section 9(b) or 9(c) of this Agreement (or any similar provisions
        in any restricted stock unit agreement between the Executive and the Company
        or
        its affiliates entered into on, prior to or after the Effective Date (including,
        without limitation, the RSU Award Agreements).  If the Executive
        desires to make available to Wasserstein & Co., LP any corporate opportunity
        of the Company that arises from a relationship of the Company (other than
        any
        relationship of the Executive existing on November 15, 2001), the Executive
        shall first receive the written consent of the Nominating and Governance
        Committee of the Board; it being understood, for the avoidance of doubt,
        that
        such written consent shall not be required in connection with the offering
        to
        Wasserstein & Co., LP of an opportunity by the Company on behalf of a client
        of the Company.

       

       

      
        
          
          

        

        
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      (c)           Nonsolicitation
        of
        Clients.  The Executive hereby agrees that while employed by
        the Company during the Employment Period and thereafter during the Noncompete
        Restriction Period, the Executive shall not, in any manner, directly or
        indirectly (other than in respect of the activities of Wasserstein & Co., LP
        that do not involve the direct rendering of services by the Executive), (i)
        Solicit a Client to transact business with a Competitive Enterprise or to
        reduce
        or refrain from doing any business with the Company, or (ii) interfere with
        or
        damage (or attempt to interfere with or damage) any relationship between
        the
        Company and a Client.  For purposes of this Agreement, the term “Solicit”
means any
        direct or indirect communication of any kind whatsoever, regardless of by
        whom
        initiated, inviting, advising, persuading, encouraging or requesting any
        person
        or entity, in any manner, to take or refrain from taking any action, and
        the
        term “Client”
        means any client or prospective client of the Company, whether or not the
        Company has been engaged by such client pursuant to a written agreement;
provided that an
        entity which is not a client of the Company shall be considered a “prospective
        client” for purposes of this sentence only if the Company made a presentation or
        written proposal to such entity during the 12-month period preceding the
        Date of
        Termination or was preparing to make such a presentation or proposal at the
        time
        of the Date of Termination.

       

      (d)           No
        Hire of
        Employees.  The Executive hereby agrees that while employed by
        the Company during the Employment Period and thereafter until the date that
        is
        six months after the Executive's Date of Termination for any reason, the
        Executive shall not, directly or indirectly, for himself or on behalf of
        any
        third party (other than the Company and its affiliates) at any time in any
        manner, Solicit, hire or otherwise cause any employee who is at the associate
        level or above, officer or agent of the Company to apply for, or accept
        employment with, any Competitive Enterprise, or to otherwise refrain from
        rendering services to the Company or to terminate his or her relationship,
        contractual or otherwise, with the Company, other than in response to a general
        advertisement or public solicitation not directed specifically to employees
        of
        the Company.

       

      (e)           Nondisparagement;
        Transfer
        of Client Relationships.  The Executive shall not at any time
        (whether during or after the Executive’s employment with the Company), and shall
        instruct his spouse, domestic partner, parents, and any of their lineal
        descendants (it being agreed that in any dispute between the parties regarding
        whether the Executive breached such obligation to instruct, the Company shall
        bear the burden of demonstrating that the Executive breached such obligation)
        not to, make any comments or statements to the press, employees of the Company,
        any individual or entity with whom the Company has a business relationship
        or
        any other person, if such comment or statement is disparaging to the Company,
        its reputation, any of its affiliates or any of its current or former officers,
        members or directors, except for truthful statements as may be required by
        law.  The Company agrees not to, and to cause its Board and senior
        executives not to, make any comments or statements to the press, employees
        of
        the Company, any individual or entity with whom the Company has a business
        relationship or any other person, if such statement or comment is disparaging
        to
        the Executive, except for truthful statements as may be required by
        law.  During the period commencing on the Executive’s Date of
        Termination and ending 90 days thereafter, the Executive hereby agrees to
        take
        all actions and do all such things as may be reasonably requested by the
        Company
        from time to time to maintain for the Company the business, goodwill and
        business relationships with any of the Clients with whom the Executive worked
        during the term of the Executive’s employment, provided that such
        actions and things do not materially interfere with other employment of the
        Executive.

       

       

      
        
          
          

        

        
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      (f)           Notice
        of
        Termination.  Pursuant to Sections 4(d) and 4(e), the Executive
        has agreed to provide three months’ written notice to the Company prior to his
        termination of employment.  The Executive hereby agrees that, if,
        during the three-month period after the Executive has provided notice of
        termination to the Company or prior thereto, the Executive enters (or has
        entered into) a written agreement to perform Competing Activities for a
        Competitive Enterprise, such action shall be deemed a violation of Section
        9(b).

       

      (g)           Covenants
        Generally.  The Executive’s covenants as set forth in Section 9
        of this Agreement are from time to time referred to herein as the “Covenants.”  If
        any of the Covenants is finally held to be invalid, illegal or unenforceable
        (whether in whole or in part), such Covenant shall be deemed modified to
        the
        extent, but only to the extent, of such invalidity, illegality or
        unenforceability and the remaining such Covenants shall not be affected thereby;
        provided,
however,
        that if any
        of such Covenants is finally held to be invalid, illegal or unenforceable
        because it exceeds the maximum scope determined to be acceptable to permit
        such
        provision to be enforceable, such Covenant shall be deemed to be modified
        to the
        minimum extent necessary to modify such scope in order to make such provision
        enforceable hereunder.  For purposes of this Section 9, the “Company”
shall mean
        the Company and its subsidiaries and affiliates and its and their
        predecessors.

       

      (h)           Acknowledgement.  The
        Executive understands that the provisions of the Covenants may limit the
        Executive’s ability to work in a business similar to the business of the
        Company; however,
        the Executive agrees that
        in light of the Executive’s education, skills, abilities and financial
        resources, the Executive shall not assert, and it shall not be relevant nor
        admissible as evidence in any dispute arising in respect of the Covenants,
        that
        any provisions of the Covenants prevent the Executive from earning a
        living.  In connection with the enforcement of or any dispute arising
        in connection with the Covenants, the wishes or preferences of a Client as
        to
        who shall perform its services, or the fact that the Client may also be a
        client
        of a third party with whom the Executive is or becomes associated, shall
        neither
        be relevant nor admissible as evidence.  The Executive hereby agrees
        that prior to accepting employment with any other person or entity during
        his
        employment with the Company or during the Noncompete Restriction Period,
        the
        Executive shall provide such prospective employer with written notice of
        the
        provisions of this Agreement, with a copy of such notice delivered no later
        than
        the date of the Executive’s commencement of such employment with such
        prospective employer, to the General Counsel of the Company.

       

      (i)           Expiration
        of the Employment
        Period.  The provisions of this Section 9 shall remain in
        full force and effect from the Effective Date through the expiration of the
        period specified therein notwithstanding the earlier termination of the
        Employment Period or the Executive’s employment.

       

      (j)           Covenants
        Reasonable;
        Remedies.  The Company and the Executive acknowledge that the
        time, scope, geographic area and other provisions of the Covenants have been
        specifically negotiated by sophisticated commercial parties and agree that
        all
        such provisions are reasonable under the circumstances of the activities
        contemplated by this Agreement.  The Executive acknowledges and agrees
        that the terms of the Covenants: (i) are reasonable in light of all of the
        circumstances, (ii) are sufficiently limited to protect the legitimate
        interests of the Company, (iii) impose no undue hardship on the Executive
        and (iv) are not injurious to the public.  The Executive further
        acknowledges and agrees that the Executive’s breach of the Covenants will cause
        the Company irreparable harm, which cannot be adequately compensated by money
        damages.  The Executive also agrees that the Company shall be entitled
        to injunctive relief for any actual or threatened violation of any of the
        Covenants in addition to any other remedies it may have, including money
        damages.  The Executive acknowledges and agrees that any such
        injunctive relief or other remedies shall be in addition to, and not in lieu
        of,
        any forfeitures of awards (required pursuant to the terms of any such awards,
        including without limitation the awards granted under the RSU Award Agreements)
        that may be granted to the Executive in the future under one or more of the
        Company’s compensation and benefit plans.

       

       

      
        
          
          

        

        
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      10.           Successors.  (a)  This
        Agreement is personal to the Executive and without the prior written consent
        of
        the Company shall not be assignable by the Executive otherwise than by will
        or
        the laws of descent and distribution.  This Agreement shall inure to
        the benefit of and be enforceable by the Executive’s legal
        representatives.

       

      (b)           This
        Agreement shall inure to the benefit of and be binding upon the Company and
        Lazard Group and their respective successors and assigns.

       

      (c)           The
        Company and Lazard Group will require any successor (whether direct or indirect,
        by purchase, merger, consolidation or otherwise) to all or substantially
        all of
        the business and/or assets of the Company or Lazard Group to assume expressly
        and agree to perform this Agreement in the same manner and to the same extent
        that the Company and Lazard Group would be required to perform it if no such
        succession had taken place.  As used in this Agreement, “Company” and
“Lazard Group” shall mean the Company and Lazard Group as hereinbefore defined
        and any successor to their respective businesses and/or assets as aforesaid
        which assumes and agrees to perform this Agreement by operation of law or
        otherwise.

       

      11.           Miscellaneous.  (a)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York, without reference to principles of conflict of
        laws.  Any dispute, controversy or claim between the parties arising
        out of or relating to or in connection with this Agreement, or in any way
        relating to any other relationship that exists or has existed between the
        parties hereto, or any amendment or modification hereof, shall be settled
        by the
        courts of the State of New York.  Notwithstanding the foregoing, any
        dispute regarding the Executive’s HoldCo Interests or Exchangeable Interests
        (each as defined in the Reorganization Agreement) or any other matter relating
        to the Reorganization, but not any dispute concerning an actual or purported
        termination of the Executive’s employment or any actual or purported breach of
        the Covenants, or any other dispute required by applicable law or regulation
        to
        be arbitrated, shall be governed by, and subject to, the dispute resolution
        provision in the applicable Reorganization Document.

       

      (b)           All
        notices and other communications hereunder shall be in writing and shall
        be
        given by hand delivery to the other party or by registered or certified mail,
        return receipt requested, postage prepaid, addressed as follows:

       

       

      
        
          
          

        

        
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              If
        to the
        Executive:

       

              At
        the most recent address on file at the Company.

       

              If
        to the Company:

       

              Lazard
        Ltd

              30
        Rockefeller Plaza

      New
        York,
        New York  10020

      Attention:  General
        Counsel

       

      or
        to
        such other address as either party shall have furnished to the other in writing
        in accordance herewith.  Notice and communications shall be effective
        when actually received by the addressee.

       

      (c)           For
        purposes of this Agreement, “affiliate”
shall mean
        any entity controlled by, controlling or under common control with the
        Company.

       

      (d)           The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this
        Agreement.  Upon the expiration or other termination of this
        Agreement, the respective rights and obligations of the parties hereto shall
        survive such expiration or other termination to the extent necessary to carry
        out the intentions of the parties under this Agreement.

       

      (e)           Lazard
        Group may withhold from any amounts payable under this Agreement such Federal,
        state, local or foreign taxes as shall be required to be withheld pursuant
        to
        any applicable law or regulation.

       

      (f)           The
        Executive’s, the Company’s or Lazard Group’s failure to insist upon strict
        compliance with any provision of this Agreement or the failure to assert any
        right the Executive, the Company or Lazard Group may have hereunder, including,
        without limitation, the right of the Company to terminate the Executive for
        Cause pursuant to 
Section 4(b) of this Agreement, shall not be deemed to be
        a waiver of such provision or right or any other provision or right of this
        Agreement.

       

      (g)           The
        captions of this Agreement are not part of the provisions hereof and shall
        have
        no force or effect.

       

      (h)           This
        Agreement may not be amended or modified otherwise than by a written agreement
        executed by the parties hereto or their respective successors and legal
        representatives.

       

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Executive has
        hereunto set the Executive’s hand and, pursuant to the authorization from their
        respective Boards of Directors, each of the Company and Lazard Group has
        caused
        these presents to be executed in its name on its behalf, all as of the day
        and
        year first above written.

       

       

      
        
          	
                   

                	 /s/ Bruce
                  Wasserstein	 
	 	
                  BRUCE
                    WASSERSTEIN

                	 


        

         

        
          
            	 	LAZARD
                    LTD	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Scott
                    D. Hoffman	 
	 	 	
                  	 


          

        

         

        
          
            
              	 	LAZARD
                      GROUP
                      LLC	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	/s/ Scott
                      D. Hoffman