Lazard, Inc. — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2011-02-25

Reporting Person: BHUTANI ASHISH (Director, Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Restricted Stock Units	$	A	1299	Acquired		Class A common stock (1299)	Direct
2011-02-25	Delayed Payment Right	$	A	498	Acquired	2011-10-31	Class A common stock (498)	Direct

Footnotes

F1: Additional Restricted Stock Units were acquired pursuant to the dividend equivalent reinvestment provisions of the underlying Restricted Stock Unit Award.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock of Lazard Ltd.

F3: Of the 1,299 Restricted Stock Units acquired, 621 vest on March 31, 2011; 132 vest on March 1, 2012; and 546 vest on March 1, 2013.

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 receive 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 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: Each Delayed Payment Right represents a right to receive one share of Class A common stock of Lazard Ltd pursuant to the terms of the Agreement and Plan of Merger described in footnote 4.

F6: Additional Delayed Payment Rights were acquired pursuant to the dividend equivalent provisions described in footnote 4.