PZENA INVESTMENT
MANAGEMENT, LLC


 


AMENDMENT TO AMENDED AND RESTATED OPERATING
AGREEMENT AS OF


March 5, 2012


 


This Amendment to the Amended and Restated Operating Agreement dated
as of October 30, 2007, as further amended on March 24, 2010 (herein called “the Operating Agreement”) is hereby made
and executed by Pzena Investment Management, Inc., as the Managing Member (the “Managing Member”) of Pzena Investment
Management, LLC, a Delaware limited liability company (the “Company) and each of the Class B Members of the Company. Capitalized
terms used but not defined herein have the meanings given to them in the Operating Agreement.


 


Preliminary Statement


 


WHEREAS, the Managing Member has determined to amend (1) paragraph
(a) of Section 2.01 of Exhibit B to the Operating Agreement (Exchange Rights of Class B Members) in order to delete the establishment
of the last Business Day of an Annual Period as an Exchange Date upon the Managing Member’s failure to establish an Exchange
Date for such Annual Period, and (2) Section 2.02 of Exhibit B in order to prohibit the exchange of (a) any Class B Units until
the first day after the first anniversary of the date of original issuance of each Class B Unit, and (b) the Issued Incentive Units
(as defined herein) may not be exchanged until the first day after the first anniversary of the execution date of this Amendment;
and


 


WHEREAS, pursuant to Section 11.01(a) of the Operating Agreement,
terms and provisions therein may generally be modified or amended at any time and from time to time with the written consent of
the Managing Member and a Majority in Interest of the Class B Members; and


 


NOW THEREFORE, pursuant to Section 11.01 of the Operating Agreement,
the Operating Agreement is amended as follows:


 


1.          Section
1.02 of Exhibit B (Exchange Dates; Exchange Notices) shall be amended to add the following definition in alphabetical order:


 


“Issued Incentive Units” shall mean
the following Class B Units issued after October 30, 2007 and prior to the date hereof: (i) 403,036 Class B Units granted pursuant
to the Company’s Amended and Restated 2006 Equity Incentive Plan, and (ii) the 216,501 Class B Units granted pursuant to
the Company’s Amended and Restated Bonus Plan.


 


2.          Section
2.01, paragraph (a) of Exhibit B shall be amended to delete the following proviso in the first sentence:


 


“provided, further, that if the Managing Member
fails to establish at least one Exchange Date during any Annual Period, the last Business Day of such Annual Period shall be an
Exchange Date.”


 



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3.          Section
2.02 of Exhibit B shall be revised to add the following as paragraph (f) thereof:


 


“(f)          Notwithstanding
anything else in this Section 2.02, this Exhibit or the Agreement, (1) no Class B Units may exchanged until the first day after
the first anniversary of the date of original issuance of each Class B Unit, and (2) none of the Issued Incentive Units may be
exchanged until the first day after the first anniversary of the execution date of this Amendment.


 


 


4.          Except
as set forth herein, the provisions of the Operating Agreement remain in full force and effect.


 


This Amendment may be executed in one or more counterparts, and
each of such counterparts shall for all purposes be deemed to be an original.


 


IN WITNESS WHEREOF, this Amendment has been duly executed to be
effective as of March 5, 2012.


 


MANAGING MEMBER:


 


Pzena Investment Management Inc.


 


	/S/ Richard S. Pzena	 
	By: Richard S. Pzena, Chief Executive Officer	 


 



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CLASS B MEMBERS:


 


	/S/ Bill Andolfi	 	/S/ Lauren Barrella	 
	Bill Andolfi	 	Lauren Barrella	 
	 	 	 	 
	/S/ Joan Berger	 	/S/ Rakesh Bordia	 
	Joan Berger	 	Rakesh Bordia	 
	 	 	 	 
	/S/ Caroline Cai	 	/S/ Kevin Clegg	 
	Caroline Cai	 	Kevin Clegg	 
	 	 	 	 
	/S/ Steven M. Coffey	 	/S/ Antonio DeSpirito	 
	Steven M. Coffey	 	Antonio DeSpirito	 
	 	 	 	 
	/S/ Jen Fernholz	 	/S/ Evan Fire	 
	Jen Fernholz	 	Evan Fire	 
	 	 	 	 
	/S/ Allison Fisch	 	/S/ John Flynn	 
	Allison Fisch	 	John Flynn	 
	 	 	 	 
	/S/ Evan Fox	 	/S/ John P. Goetz	 
	Evan Fox	 	John P. Goetz	 
	 	 	 	 
	/S/ S. Fitzgerald Haney	 	/S/ V. Michel Hanigan	 
	S. Fitzgerald Haney	 	V. Michel Hanigan	 
	 	 	 	 
	/S/ Lawrence Kohn	 	/S/ Keith Komar	 
	Lawrence Kohn	 	Keith Komar	 
	 	 	 	 
	/S/ James Krebs	 	/S/ Jessica Lewis	 
	James Krebs	 	Jessica Lewis	 
	 	 	 	 
	/S/ William L. Lipsey	 	/S/ Brian Mann	 
	William L. Lipsey	 	Brian Mann	 
	 	 	 	 
	/S/ Greg Martin	 	/S/ R. Valerie Mignone	 
	Greg Martin	 	R. Valerie Mignone	 
	 	 	 	 
	/S/ TVR Murti	 	/S/ Nicholas Padgen	 
	TVR Murti	 	Nicholas Padgen	 
	 	 	 	 
	/S/ Wayne Palladino	 	/S/ Michael D. Peterson	 
	Wayne Palladino	 	Michael D. Peterson	 
	 	 	 	 
	/S/ Jacques Pompy	 	/S/ Richard S. Pzena	 
	Jacques Pompy	 	Richard S. Pzena	 


 



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	/S/ Eli Rabinowich	 	/S/ Lisa Roth	 
	Eli Rabinowich	 	Lisa Roth	 
	 	 	 	 
	/S/ Ben Silver	 	/S/ Manoj Tandon	 
	Ben Silver	 	Manoj Tandon	 
	 	 	 	 
	/S/ Franco F. Tapia	 	/S/ David Y. Zhao	 
	Franco F. Tapia	 	David Y. Zhao	 
	 	 	 	 
	/S/ Joel Greenblatt	 	/S/ Robert Goldstein	 
	Joel Greenblatt for Jordan Greenblatt	 	Robert Goldstein	 
	 	 	 	 
	/S/ Joel Greenblatt	 	/S/ Joel Greenblatt	 
	Joel Greenblatt for Matthew Greenblatt	 	Joel Greenblatt	 
	 	 	 	 
	/S/ Alan Eisenberg	 	/S/ Joel Greenblatt	 
	Alan Eisenberg	 	Joel Greenblatt for Jonathan Greenblatt	 
	 	 	 	 
	/S/ Michelle Houck	 	/S/ Joel Greenblatt	 
	Michelle Houck	 	Joel Greenblatt for Melissa Greenblatt	 
	 	 	 	 
	/S/ William C. Connolly	 	/S/ Joel Greenblatt	 
	William C. Connolly	 	Joel Greenblatt for Rebecca Greenblatt	 


 








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