EXHIBIT 10.7 ADMINISTRATIVE SERVICES AGREEMENT

EXHIBIT 10.7

ADMINISTRATIVE SERVICES AGREEMENT

by and among

LAZ-MD HOLDINGS LLC,

LFCM HOLDINGS LLC

and

LAZARD GROUP LLC

TABLE OF CONTENTS

Schedule 1 – Lazard LAZ-MD Services

Schedule 2 – Lazard LFCM Services

Schedule 3 – LFCM Services

This ADMINISTRATIVE SERVICES AGREEMENT, dated as of May 10, 2005 (this “ Services Agreement ”), is by and among LAZ-MD Holdings LLC, a Delaware limited liability company (“ LAZ-MD Holdings ”), LFCM Holdings LLC, a Delaware limited liability company (“ LFCM Holdings ”), and Lazard Group LLC, a Delaware limited liability company (“ Lazard Group ”). Each of LAZ-MD Holdings, LFCM Holdings and Lazard Group is sometimes hereinafter referred to as a “ Party ” and collectively are referred to as the “ Parties .”

WHEREAS, LAZ-MD Holdings, LFCM Holdings and Lazard Group are parties to that certain Master Separation Agreement, dated as of the date hereof (the “ Master Separation Agreement ”), with Lazard Ltd, a Bermuda limited company, pursuant to which, on the date hereof, certain assets of Lazard Group and its Subsidiaries were contributed, transferred and assigned to LFCM Holdings and its Subsidiaries, and pursuant to which LFCM Holdings and its Subsidiaries assumed certain liabilities of Lazard Group and its Subsidiaries (the “ Contribution ”); and

WHEREAS, pursuant to the Master Separation Agreement, on the date hereof and after the Contribution, Lazard Group distributed all of the limited liability company interests in LFCM Holdings to LAZ-MD Holdings, and immediately thereafter, LAZ-MD Holdings distributed all of such limited liability company interests in LFCM Holdings to its members (such distributions, together with the Contribution, the “ Separation ”); and

WHEREAS, the Master Separation Agreement provides that, to facilitate the Separation, the Parties hereto would enter into this Services Agreement upon consummation of the Separation, pursuant to which Lazard Group would provide certain services to each of LAZ-MD Holdings and LFCM Holdings, and LFCM Holdings would provide certain services to Lazard Group, each on the terms and conditions set forth in this Services Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

All terms used herein and not defined herein shall have the meanings assigned to them in the Separation Agreement.

ARTICLE II

AGREEMENT TO PROVIDE AND ACCEPT SERVICES

Section 2.01. Provision of Services . (a) Lazard LAZ-MD Services. Subject in all cases to the terms and conditions contained herein and on Schedule 1 , Lazard Group shall provide, or shall cause its Subsidiaries or third parties designated by it (such designated Subsidiaries and third parties, together with Lazard Group, being herein collectively referred to as the “ Lazard Service Providers ”) to provide, to LAZ-MD Holdings or its designated Subsidiaries, the services listed on Schedule 1 (the “ Lazard LAZ-MD Services ”) in accordance with Section 3.01. Any decisions as to which of the Lazard Service Providers (including the

decisions to use third parties) shall provide the Lazard LAZ-MD Services shall be made by Lazard Group in its sole discretion. Except as otherwise agreed in writing by Lazard Group and LAZ-MD Holdings, each Lazard LAZ-MD Service shall be provided in exchange for the Fee with respect to such Lazard LAZ-MD Service, and shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule 1 .

(b) Lazard LFCM Services. Subject in all cases to the terms and conditions contained herein and on Schedule 2 , Lazard Group shall provide, or shall cause the applicable Lazard Service Providers to provide, to LFCM Holdings or its designated Subsidiaries, the services listed on Schedule 2 (the “ Lazard LFCM Services ”) in accordance with Section 3.01. Any decisions as to which of the Lazard Service Providers (including the decisions to use third parties) shall provide the Lazard LFCM Services shall be made by Lazard Group in its sole discretion. Except as otherwise agreed in writing by Lazard Group and LFCM Holdings, each Lazard LFCM Service shall be provided in exchange for the Fee with respect to such Lazard LFCM Service, and shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule 2 .

(c) LFCM Services. Subject in all cases to the terms and conditions contained herein and on Schedule 3 , LFCM Holdings shall provide, or shall cause its Subsidiaries or third parties designated by it (such designated Subsidiaries and third parties, together with LFCM Holdings, being herein collectively referred to as the “ LFCM Service Providers ”) to provide, to Lazard Group or its designated Subsidiaries the services listed on Schedule 3 (the “ LFCM Services ”) in accordance with Section 3.01. Any decisions as to which of the LFCM Service Providers (including the decisions to use third parties) shall provide the LFCM Services shall be made by LFCM Holdings in its sole discretion. Except as otherwise agreed in writing by LFCM Holdings and Lazard Group, each LFCM Service shall be provided in exchange for the Fee with respect to such LFCM Service, and shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein and on Schedule 3 .

(d) Certain Defined Terms. As used in this Services Agreement, (i) each of Lazard Group (with respect to the Lazard LAZ-MD Services and the Lazard LFCM Services) and LFCM Holdings (with respect to the LFCM Services) is sometimes referred to as a “ Service Provider ” and collectively are referred to as the “ Service Providers ”; (ii) each of the Lazard LFCM Services, the Lazard LAZ-MD Services and the LFCM Services is sometimes referred to as a “ Service ” and collectively are referred to as the “ Services ”; and (iii) the Party receiving any particular Service is sometimes referred to as the “ Receiving Party .”

Section 2.02. Access . Each Receiving Party shall (a) make available on a timely basis to the Service Providers all information and materials reasonably requested by such Service Providers to enable such Service Providers to provide the applicable Services to such Receiving Party; and (b) provide to the Service Providers reasonable access to the premises of such Receiving Party to the extent necessary for the Service Providers to provide the applicable Services to such Receiving Party. The Service Provider shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by the Receiving Party in connection with this Services Agreement. The Service Provider shall not be liable for any impairment of any Service caused by its not receiving information, either timely

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or at all, or by its receiving inaccurate or incomplete information from the Receiving Party that is required or reasonably requested regarding that Service.

Section 2.03. Cooperation . The applicable Service Provider and Receiving Party shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder.

Section 2.04. Performance Review . The Parties will meet annually on or about October 31 to review the Service standards, performance measures and activity levels and, if applicable, any adjustments to the Fee for any particular Service. The Parties will use their good-faith efforts to resolve any issues concerning Service standards, performance measures or changes in Fees during these meetings. Any issues that the Parties are not able to resolve pursuant to the foregoing sentence shall be resolved in accordance with Section 8.14. !

ARTICLE III

TERMS AND CONDITIONS; PAYMENT; INDEPENDENT CONTRACTORS

Section 3.01. Terms and Conditions of Services . (a) Unless otherwise expressly agreed by the applicable Service Provider and the Receiving Party or set forth herein, (i) in providing the Lazard LAZ-MD Services, the Lazard Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as Lazard Group and its Subsidiaries have historically exercised in providing such Lazard LAZ-MD Services to Subsidiaries of Lazard Group prior to the date hereof, (ii) in providing the Lazard LFCM Services, the Lazard Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as Lazard Group and its Subsidiaries have historically exercised in providing such Lazard LFCM Services to the LFCM Businesses prior to the date hereof, and (iii) in providing the LFCM Services, the LFCM Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as the LFCM Businesses have historically exercised in providing such LFCM Services to Lazard Group or its applicable Subsidiaries prior to the date hereof, in each of cases (i), (ii) and (iii), including with respect to quality, priority, responsiveness and timeliness as has been historically exercised by such Service Provider, subject in each case to adjustments to take into account the Separation and the separate nature of the Parties; provided , however , that in no event shall the scope of the Services required to be performed hereunder exceed that described on Schedule 1 , 2 or 3 . Each Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of the Receiving Party. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable law.

(b) The provision of Services by Service Providers shall be subject to Article V hereof.

(c) If it is necessary for any Service Provider to increase in any material respect the staffing or acquire any material equipment or make any material investments or material capital or other expenditures in order to accommodate an increase in the use of any Service beyond the level of use of such Service by or to, as applicable, the LFCM Businesses

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immediately prior to the date hereof, such Service Provider shall inform the Receiving Party in writing of such increase in staffing level, equipment acquisitions, investments or capital or other expenditures before any such cost or expense is incurred. Upon mutual agreement of the Service Provider and the Receiving Party as to the necessity of any such increase, the Receiving Party shall (unless the Receiving Party and the Service Provider shall otherwise agree in writing) advance to the relevant Service Providers an amount equal to any upfront actual costs and expenses to be incurred in connection therewith. The Receiving Party shall reimburse the Service Provider for the remainder of such actual costs and expenses to be incurred in connection therewith on a monthly basis after such costs and expenses are incurred by the Service Provider. If such mutual agreement is not reached, such Service Provider shall have no obligation to make any such increase in staffing level, equipment acquisitions, investments or capital or other expenditures.

(d) If the provision of any Service requires the Receiving Party (or any of its Subsidiaries) to hold third-party licenses or other agreements relating to software, systems and/or processes (“ Required Licenses ”), the Receiving Party or its applicable Subsidiary shall obtain such Required Licenses at its own expense and at no cost to the Service Provider; provided , that, upon request of the Receiving Party, the Service Provider shall provide reasonable cooperation and assistance to such Receiving Party in the procurement of such Required Licenses. If the Receiving Party or its applicable Subsidiary is unable to obtain any such Required License, the Service Provider and the Receiving Party shall use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such Required License; provided , that the Service Provider shall not be responsible for any interruption in or impairment of the Service relating to the establishment or terms of such alternative arrangements; and provided , further , that any portion of the Service requiring the use of such Required Licenses shall terminate in the event that the Service Provider and the Receiving Party are, in the exercise of their reasonable efforts, unable to establish such alternative arrangements. The Receiving Party shall be responsible for all costs and expenses associated with the establishment of such alternative arrangements or, if the relevant Parties fail to establish such alternative arrangements as specified above, any costs or expenses associated with or arising in connection with early termination of such Service. The Service Provider shall not be obligated under this Services Agreement to provide the Service (or portion thereof) corresponding to such Required License during any period in which the Receiving Party or its applicable Subsidiary does not have such Required License.

(e) Under no circumstances shall any Service Provider be obligated to provide any Service requiring an opinion, advice or representation as to which liability may be created for such Service Provider or its Affiliates due to claims from the Receiving Party or any other person or entity, including any Governmental Authority ( e.g. , legal opinions or advice, tax opinions or advice, compliance opinions or advice), other than such customary representations as may reasonably be required by accountants in connection with the preparation of audited financial statements.

(f) The Parties acknowledge that the provision of Services hereunder may require the Service Provider to enter into new or amended agreements with third parties or obtain the consent and approval of third parties. The Service Provider shall use reasonable efforts to enter into such agreements and to obtain such consents and approvals for a time period not to

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exceed the applicable termination date of such Service hereunder. The Receiving Party may accept or reject the terms of such agreement or consent and approval; provided that in the event that the Receiving Party rejects the terms of any such agreement or such consent and approval, the Service Provider shall not be obligated to provide that portion of the Service requiring such agreement or such consent and approval and, subject to the immediately following sentence, such portion of the Service shall terminate. If the Receiving Party rejects the terms of any such agreement or consent and approval, the Service Provider and the Receiving Party shall, if requested by the Receiving Party, use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such agreement, consent or approval; provided , that the Service Provider shall not be responsible for any interruption in or impairment of the Service relating to the establishment or terms of such alternative arrangements; and provided , further , that such portion of the Service requiring the third-party agreement, consent or approval shall terminate in the event that the Parties, in the exercise of their reasonable efforts, are unable to establish such alternative arrangements. The Receiving Party shall be responsible for all costs and expenses associated with entry into such new or amended agreements, the establishment of such alternative arrangements or the obtaining of any consent or approval, or, if the Receiving Party does not accept the terms of such agreements, consents or approvals or the Parties fail to establish such alternative arrangements as specified above, any costs or expenses associated with or arising in connection with early termination of such Service.

(g) If the provision of any Service requires the use of Service Provider-issued checks or other fund transfers by the Service Provider on behalf of the Receiving Party (or as authorized in advance by the Receiving Party), the Service Provider shall issue such checks or make such fund transfers only to the extent they are adequately funded by the Receiving Party prior to such check issuance or fund transfer in accordance with Section 3.02(a).

(h) The Service Provider shall have the right to shut down temporarily for maintenance purposes the operation of the facilities providing any Service whenever, in such Service Provider’s discretion, such action is necessary; provided that such Service Provider shall provide written notice of any such shutdown to the Receiving Party as reasonably in advance of such shutdown as practicable and shall use commercially reasonable efforts to schedule such maintenance in consultation with the Receiving Party so as not to unreasonably interfere with the Receiving Party’s business. Such Service Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown.

(i) To the extent that it is not practicable to have the Receiving Party as the contracting party for any third-party license or agreement relating to the provision of any Service to the Receiving Party or its applicable Subsidiary and such third-party license or agreement is necessary for the provision hereunder of such Service after the date hereof, the Service Provider shall (or shall cause its relevant Subsidiary to) use commercially reasonable efforts to cause all such third-party contracts to extend to and be enforceable by the Receiving Party, or to assign such contracts to the Receiving Party (at the sole expense of the Receiving Party). In the event that such contracts are not extendable or assignable, the Service Provider shall, to the extent feasible: (i) act as agent for the Receiving Party for purposes of providing such Service hereunder and in the pursuit of any claims, issues, demands or actions against such third-party

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provider, in the Service Provider’s name but at the Receiving Party’s expense and (ii) provide or make available to the Receiving Party copies of all such licenses or agreements.

Section 3.02. Payments . (a) Each month, each Service Provider shall deliver a statement to the Receiving Party for Services provided to such Receiving Party and its Subsidiaries during the preceding month, and each such statement shall set forth a brief description of each such Service and the amounts charged therefor (the “ Fee ”) calculated in accordance with Section 3.02(b) for such Service, and the aggregate of such amounts shall be due and payable by the Receiving Party within thirty (30) days after the date of such statement. Statements not paid within such thirty-(30)-day period shall be subject to late charges, calculated based on a rate per annum equal to the “prime rate” as set forth from time to time in The Wall Street Journal, Eastern Edition, “Money Rates” column (or the maximum legal rate, whichever is lower), for each month or portion thereof that the statement is overdue. Notwithstanding the foregoing, with respect to any Service requiring the use of Service Provider-issued checks or other fund transfers by the Service Provider on behalf of the Receiving Party as specified in Section 3.01(g), if requested by the Service Provider in writing to the Receiving Party, the Receiving Party shall either (i) provide the Service Provider with immediately available funds equal to the amount of such check or other fund transfer or (ii) cause an account designated for such purpose by the Service Provider to be funded with such amounts, as requested by the Service Provider, in each case on or prior to the date specified by the Service Provider in such written request.

(b) Schedule 1 , 2 or 3 , as applicable, specifies the Fee applicable to each Service, which Fee is based on historical allocation practices among Lazard Group for such Services prior to the Separation.

Section 3.03. Disclaimer of Warranty . EXCEPT AS EXPRESSLY SET FORTH IN THIS SERVICES AGREEMENT, THE SERVICES TO BE PURCHASED UNDER THIS SERVICES AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS