3. The first paragraph of Paragraph 2 of the 2008 Restricted Stock Agreement ishereby amended and restated in its entirety as follows:   “2. Earning of Restricted Stock     (a) You shall be deemed to have earned the Restricted Stock subject to thisRestricted Stock Agreement as follows; *provided, that*unearned Restricted Stock maybe forfeited in accordance with paragraph 7: **•** 25% on the first anniversary of the Grant Date (the “FirstVesting Date”), subject to satisfaction of the performance criteriaapplicable to the First Vesting Date set forth in Schedule A;  **•** 25% on the second anniversary of the Grant Date (the“Second Vesting Date”), subject to satisfaction of the performancecriteria applicable to the Second Vesting Date set forth in Schedule A;and  **•** 50% on November 2, 2010 (the “Final Vesting Date”),subject to satisfaction of the performance criteria applicable to theFinal Vesting Date set forth in Schedule A.” 4. The first paragraph of Paragraph 2 of the 2009 Restricted Stock Agreement ishereby amended and restated in its entirety as follows:   “2. Earning of Restricted Stock     (a) You shall be deemed to have earned the Restricted Stock subject to thisRestricted Stock Agreement as follows; *provided, that*unearned Restricted Stock maybe forfeited in accordance with paragraph 7: **•** 25% on the first anniversary of the Grant Date (the “FirstVesting Date”), subject to satisfaction of the performance criteriaapplicable to the First Vesting Date set forth in Schedule A; and  **•** 75% on November 2, 2010 (the “Final Vesting Date”),subject to satisfaction of the performance criteria applicable to theFinal Vesting Date set forth in Schedule A.” 5. The second and third paragraphs of Paragraph 2 of each Restricted StockAgreement is hereby amended and restated in their entirety as follows     “(b) Notwithstanding any other provision of this Restricted Stock Agreement(including paragraph 7), if one of the following events occurs earlier than theFinal Vesting Date, and prior to forfeiture under paragraph 7, then you shall bedeemed to have earned 100% of the Restricted Stock subject to this Restricted StockAgreement on the date of occurrence of such event: (i) your
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death; (ii) prior to aTermination of Service, your Disability; or (iii) the occurrence of a Change ofControl and within one year after such Change of Control, the occurrence of aTermination of Service because the Company or any Subsidiary has terminated youremployment with the Company or a Subsidiary, or the applicable LLP or LLPs has orhave terminated your status as a Limited Partner, if applicable, without Cause.     (c) If a Termination of Service occurs earlier than the Final Vesting Date asa result of (a) the Company or a Subsidiary terminating your employment other thanfor Cause or (b) your voluntary resignation and you satisfy the requirements of theRule of 10 (as defined below), then you shall earn the Restricted Stock subject tothis Restricted Stock Agreement pursuant to the schedule in paragraph 2(a), unlesssuch shares have been previously forfeited in accordance with paragraph 7;*provided*, that in the event the Company determines in good faith that the Companyor a Subsidiary is subject to withholding obligations for income and/or payrolltaxes with respect to the Restricted Stock upon the expiration of one or moreContinuing Obligations or other taxable event, the Company shall accelerate thevesting of a portion of your Restricted Stock to the effective date of suchexpiration or other taxable event (the “Advanced Vesting Date”), such that youshall be deemed to have then earned a number of shares of unearned Restricted Stocksubject to this Restricted Stock Agreement (rounded up to the nearest whole share)with a Fair Market Value on the Advanced Vesting Date equal to the minimum amountof the Company’s or a Subsidiary’s withholding obligation with respect to theunearned Restricted Stock or such higher amount as the Company may determine in itssole discretion for jurisdictions in which at the time of your termination or othertaxable event you were otherwise subject to taxes on your compensation as theCompany in its sole discretion deems appropriate (the “Advanced Vesting Shares”);*provided, further*, that the remaining unearned shares of Restricted Stock shall beearned (after deducting any Advanced Vesting Shares ratably from the RestrictedStock to be earned) on each subsequent Vesting Date pursuant to the schedule inparagraph 2(a).          Once earned, all restrictions attaching to the Restricted Stock shall cease toapply and the Restricted Stock shall cease to be forfeitable and can be transferredsubject to the applicable provisions of the Securities Act of 1933, as amended (the“Securities Act”).” 6. Paragraph 7 of each Restricted Stock Agreement is hereby amended and restatedin its entirety as follows:   “7. Forfeiture of Unearned Restricted Stock and Stock Dividends     Notwithstanding any other provision of this Restricted Stock Agreement (otherthan paragraph 2(b)), all your rights to receive the Restricted Stock,
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together with any Stock Dividends relating to the unearned Restricted Stock, then beingreserved by the Company (or subject to its instructions) in accordance withparagraph 3 shall be forfeited, and you shall have no further rights of any kind ornature with respect thereto, unless determined otherwise by the CompensationCommittee of the Board of Directors or the Special Grant Committee designated bythe Board of Directors, (a) following a Termination of Service as a result of yourvoluntary resignation, unless your whole number of years of service to the Companyor a Subsidiary at the time of your Termination of Service resulting from yourvoluntary resignation, as determined by the Company in its sole discretion, equalsor exceeds 10 years (the “Rule of 10”), (b) if following a Termination of Serviceas a result of your voluntary resignation and your satisfaction of the requirementsof the Rule of 10 at the time of your resignation, a Breach of Covenants hasoccurred, or (c) in the event of a Termination of Service resulting from theCompany or any Subsidiary terminating your employment, or the applicable LLP orLLPs terminating your status as a Limited Partner, if applicable, with Cause. Uponany such forfeiture, the Restricted Stock, together with any Stock Dividendsrelating to the unearned Restricted Stock, shall be transferred to the Company.” 7. The 2008 Restricted Stock Agreement is hereby amended by insertingExhibit A attached hereto as “Schedule A” at the end thereof.  8. The 2009 Restricted Stock Agreement is hereby amended by insertingExhibit B attached hereto as “Schedule A” at the end thereof.          This letter will be governed by the laws of the State of New York without giving effect to itsconflict of laws principles. This letter may be executed in counterparts, with each suchcounterpart, when taken together, constituting one and the same original.      Sincerely,