0000950157-10-001388 Sample Contracts

Underwriting Agreement
Underwriting Agreement • August 6th, 2010 • Lazard LTD • Investment advice

The shareholders of Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”), named in Schedule II hereto (the “Selling Shareholders”), propose to enter into a Pricing Agreement (the “Pricing Agreement”) in the form of Annex V hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate number of shares identified in such Pricing Agreement (the “Shares”) of Class A common stock, par value $0.01 per share (“Stock”), of the Company. In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” and the “Representatives” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule I.

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Pricing Agreement
Pricing Agreement • August 6th, 2010 • Lazard LTD • Investment advice
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