Lazard, Inc. — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lazard Ltd (LAZ)
CIK: 0001311370
Period of Report: 2012-02-27

Reporting Person: Parr Gary (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Restricted Class A common stock	A	54745	—	Acquired	616517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Right to a Grant of Restricted Stock Units	$	A	36496	Acquired		Class A common stock (36496)	Direct

Footnotes

F1: The shares of restricted Class A common stock were granted under Lazard Ltd's 2008 Incentive Compensation Plan and will vest on February 11, 2013.

F2: Amount includes 109,182 shares of restricted Class A common stock and 507,335 shares of unrestricted Class A common stock.

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, dated February 27, 2012, between Mr. Parr and Lazard Group LLC ("Lazard Group"), which amended an agreement between Mr. Parr and Lazard Group, dated April 21, 2010, on February 11, 2013, Mr. Parr will be entitled to a grant of 36,496 Restricted Stock Units unless Mr. Parr resigns or is terminated for cause prior to the grant date. The Restricted Stock Units will be granted under Lazard Ltd's 2008 Incentive Compensation Plan and will vest in two tranches, 33.33% on March 3, 2014 and the other 66.67% on March 2, 2015.

F5: Amount includes right to grant of 36,496 Restricted Stock Units and 1,232,423 previously granted Restricted Stock Units.