Lazard, Inc. — Director's Dealing 2010

Mar 8, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2010-03-08

Reporting Person: BHUTANI ASHISH (Director, Vice Chairman)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class II Interests of LAZ-MD Holdings LLC	$		Class A Common Stock (253761)		Direct
Restricted Stock Units	$		Class A Common Stock (686592)		Direct
Delayed Payment Right	$		Class A Common Stock (171431)		Direct

Footnotes

F1: The Class II Interests of LAZ-MD Holdings are exchangeable on a one for one basis for Class A common stock of Lazard Ltd. By their terms these Class II Interests shall become exchangeable on May 10, 2010.

F2: Of the 686,592 Restricted Stock Units listed, 67,851 vest on March 31, 2010; 171,898 vest on June 30, 2010; 213,537 vest on March 31, 2011; 45,246 vest on March 1, 2012; and 188,060 vest on March 1, 2013.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock of Lazard Ltd.

F4: Pursuant to an Agreement and Plan of Merger dated August 14, 2008, among Lazard Asset Management LLC ("LAM"), Lazard Ltd, Laz Sub I, LLC, and Lazard Asset Management Limited, on October 31, 2011 the reporting person is entitled to received 167,900 shares of Lazard Class A common stock ("Common Stock"), plus an additional number of shares of Common Stock in an amount determined by reference to the cash dividends paid on the Common Stock ("Dividend Equivalent Shares") after the closing of the merger on September 25, 2008 and prior to October 31, 2011, if any. Under the terms of the Agreement and Plan of Merger this payment may be delayed until September 25, 2016 (or in certain circumstances to the sixth and one-half anniversary of the reporting person's employment termination date) if the reporting person is no longer employed by Lazard Ltd and its affiliates on October 31, 2011 (other than as a result of death, disability, termination without "cause" or resignation with "good reason").

F5: Includes the 167,900 shares of Common Stock plus the additional shares of Common Stock that the reporting person is entitled to receive as Dividend Equivalent Shares as of the date hereof.