Exhibit 1.2
Pricing Agreement
85 Broad
Street,
New York, New
York 10004.
June 2, 2009
The
shareholders of Lazard Ltd, a company incorporated under the laws
of Bermuda (the “Company”), named in Schedule II
hereto (the “Selling Shareholders”) propose, subject to
the terms and conditions stated herein and in the Underwriting
Agreement, dated May 29, 2009 (the “Underwriting
Agreement”), among the Company, the Selling Shareholders,
Lazard Group LLC, a Delaware limited liability company, and the
Underwriters named in Schedule I hereto (the
“Underwriters”), to sell to the Underwriters an
aggregate of 4,000,000 Shares as specified in Schedule II
hereto. In the event only one underwriter is listed in
Schedule I hereto, references in this Agreement to the
“Underwriters” shall be deemed to refer to the sole
underwriter in the singular form listed in such Schedule
I.
Each of the
provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set
forth in full herein, except that notwithstanding anything herein
or in the Underwriting Agreement to the contrary, all references to
“90 days” in section 7(f) of, and Annex III to, the
Underwriting Agreement are hereby amended to read “100
days”; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and
warranty which refers to the Prospectus in Sections 1 and 2 of the
Underwriting Agreement shall be deemed to be a representation or
warranty as of the date of the Underwriting Agreement in relation
to the Prospectus (as therein defined), and also a representation
and warranty as of the date of
