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 notw