Exhibit 1.2
Execution Version
Pricing Agreement
Goldman, Sachs
& Co.,
September 8, 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 September 8, 2009 (the “Underwriting
Agreement”), among the Company, the Selling Shareholders and
the Underwriters named in Schedule I hereto (the
“Underwriters”), to sell to the Underwriters an
aggregate of 5,215,921 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 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 this Pricing
Agreement in relation to the Prospectus as amended or supplemented
relating to the Shares which are the subject of this Pricing
Agreement and that the representations and warranties set forth in
Sections 1(c), (f),
