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Milano, 31 March 2006

Banca Intesa and Lazard Group LLC today announced a comprehensive agreement regarding their future relationship.

Under terms of the agreement, the formal joint venture between Banca Intesa and Lazard Group for mergers and acquisitions business in Italy, which was originally scheduled to expire in December 2007, will end upon the closing of the transactions under the agreement.  At that time, Lazard Group will repurchase Banca Intesa’s investment in Lazard & Co. S.r.L. (Lazard Italia), the joint venture company, for a combination of senior and subordinated promissory notes, aggregating $146 million in principal amount, issued by Lazard Group LLC, and maturing in February 2008.  Lazard will remain available to Banca Intesa to support its mergers and acquisitions services.

Banca Intesa will remain an investor in Lazard Group LLC through its ownership of the $150 million subordinated convertible promissory note, which will be amended in connection with the closing. The conversion terms of the note will be modified in order for the note to be convertible into shares of Class A common stock of Lazard Ltd (NYSE: LAZ) at a conversion price of $57 per share.  Conversion will generally be possible in three equal tranches, beginning July 1, 2008, and the right to convert will end on June 30, 2011.  In addition, the interest rate on the note will be fixed at its current rate of 3.25% and the note will mature on September 30, 2016.

The agreement and related transactions will close following receipt of regulatory approvals and satisfaction or waiver of other customary closing conditions.

Terms of the agreement will not have significant effect on Gruppo Intesa’s statement of income.


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