Common use of E&O Clause in Contracts

E&O. With respect to the Errors and Omissions and Bankers’ Blanket Bond policy no. FB 0405788 issued by certain Underwriters at Lloyd’s, London (the “Lloyd’s E&O Policy”), the Parties agree to negotiate with the insurer and use their commercially reasonable efforts to obtain an endorsement to that policy which will provide as follows: (i) the policy is amended to provide that the named insured is Lazard Ltd and its subsidiaries or affiliates; and (ii) the policy, subject to its terms, covers Lazard Ltd and its subsidiaries or affiliates for claims made through June 30, 2005, or such later expiration date as may be agreed upon between Lazard Ltd (in its absolute discretion) and the insurer. Lazard Ltd and LFCM and each of their respective subsidiaries or affiliates acknowledge that in light of the “change of control” provision in the Lloyd’s E&O Policy, LFCM and its subsidiaries or affiliates may be eligible for coverage for claims made through June 30, 2005, or such later expiration date as may be agreed between Lazard Ltd (in its absolute discretion) and the insurer, but only for acts and omissions occurring prior to the Separation Date; provided, however, that LFCM and its subsidiaries or affiliates may only make a claim under the policy with Lazard Ltd’s consent, which will only be granted if Lazard Ltd (in its absolute discretion) is satisfied that the aggregate limit is sufficient to pay any such claim. Lazard Ltd may, in its absolute discretion, agree with the insurers to extend the term of the Lloyd’s E&O Policy beyond June 30, 2005, but is not obligated to do so.

E&O. With respect to the Errors and Omissions and Bankers’ Blanket Bond policy no. FB 0405788 issued by certain Underwriters at Lloyd’s, London (the “Lloyd’s E&O Policy”), the Parties agree to negotiate with the insurer and use their commercially reasonable efforts to obtain an endorsement to that policy which will provide as follows: (i) the policy is amended to provide that the named insured is Lazard Ltd and its subsidiaries or affiliates; and (ii) the policy, subject to its terms, covers Lazard Ltd and its subsidiaries or affiliates for claims made through June 30, 2005, or such later expiration date as may be agreed upon between Lazard Ltd (in its absolute discretion) and the insurer. Lazard Ltd and LFCM and each of their respective subsidiaries or affiliates acknowledge that in light of the “change of control” provision in the Lloyd’s E&O Policy, LFCM and its subsidiaries or affiliates may be eligible for coverage for claims made through June 30, 2005, or such later expiration date as may be agreed between Lazard Ltd (in its absolute discretion) and the insurer, but only for acts and omissions occurring prior to the Separation Date; provided, howeverin which case, that LFCM and its subsidiaries or affiliates may only upon LFCM’s written direction, Lazard Ltd shall make a claim under the policy with Lazard LtdLloyd’s consent, which will only be granted E&O Policy if any such acts or omissions occur (provided that LFCM shall reimburse Lazard Ltd (for any and all costs and expenses reasonably incurred by or on behalf of Lazard Ltd in its absolute discretion) is satisfied that the aggregate limit is sufficient to pay any such claimconnection therewith). Lazard Ltd may, in its absolute discretion, agree with the insurers to extend the term of the Lloyd’s E&O Policy beyond June 30, 2005, but is not obligated to do so.