Lazard (LAZ)

Interpretation

Section 1.01. Definitions. In these Bye-Laws, unless the context otherwise requires:

“Act” means the Companies Act 1981, as amended from time to time.

“Bermuda” means the Islands of Bermuda.

“Board” means Directors who number not less than the required quorum acting together as the board of directors of the Company.

“Bye-Laws” means these bye-laws, as altered from time to time.

“Class” means a class of Shares having attached to them identical rights, privileges, limitations and conditions.

“Class B Common Share” means the one share of par value US$0.01 per share (or such other par value as may result from any reorganization of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye-Laws.

“Common Shares” means Class A common shares of par value US$0.01 per share (or such other par value as may result from any reorganization of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye-Laws.

“Company” means Lazard Ltd, an exempted company registered in Bermuda with registration number EC 36011 (following its incorporation in Bermuda on October 25, 2004).

“Director” means a person appointed as a director of the Company in accordance with these Bye-Laws.

“Group Company” means the Company, any holding company of the Company and any subsidiary of the Company or of any such holding company.

“LAZ-MD” means LAZ-MD Holdings LLC, a Delaware limited liability company.

“Lazard Group” means Lazard Group LLC, a Delaware limited liability company.

“Officer” means the Secretary or any other officer of the Company appointed in accordance with these Bye-Laws, but does not include any person holding the office of auditor in relation to the Company.

“Paid Up” means paid up or credited as paid up.

“Personal Representative” means:

(a) in relation to a deceased individual Shareholder, the executor, administrator or trustee of the estate of that Shareholder; and

(b) in relation to a bankrupt individual Shareholder, the assignee in bankruptcy of that Shareholder.

“Preference Shares” means preferred shares of par value US$0.01 per share (or such other par value as may result from any reorganization of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye-Laws.

“Records” means the documents, registers and books in each case that are required to be kept by the Company pursuant to the Act.

“Register” means the register of Shareholders of the Company and includes any branch register.

“Registered Office” means the registered office of the Company.

“Representative” means:

(a) a person appointed as a proxy in accordance with Section 18.01;

(b) a Personal Representative; and/or

(c) a representative appointed by a corporation in accordance with Section 18.02.

“Resident Representative” means the person or, if permitted by the Act, the company appointed to perform the duties of resident representative of the Company as set out in the Act (and includes any assistant or deputy resident representative appointed by the Board).

“Resolution” means a resolution of the Shareholders voting together as a single class or, where required, of a separate class or separate classes of Shareholders, that is approved by a simple majority of votes of those Shareholders entitled to vote thereon and present in person or represented by proxy; provided that in the case of an equality of votes, the resolution shall be deemed to be lost.

“Seal” means the common seal of the Company and includes any duplicate seal.

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“Secretary” means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries and includes a deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the secretary.

“Share” means a share issued, or to be issued, by the Company as the case may require.

“Shareholder” means a person whose name is entered in the Register as the holder for the time being of one or more Shares.

“Shareholders’ Agreement” means the shareholders’ agreement to be entered into by and among the Company, LAZ-MD and the other parties thereto, as amended or supplemented from time to time.

“US dollars” or “US$” means United States dollars.

Section 1.02. Interpretation. In these Bye-Laws, unless the context otherwise requires:

(a) the table of contents, headings, and descriptions relating to sections of the Act, are inserted for convenience only and shall be ignored in construing these Bye-Laws;

(b) the singular includes the plural and vice versa;

(c) one gender includes the other genders;

(d) references to a company include any body corporate, company, partnership, limited liability company, trust, corporation, association or other legal entity, whether incorporated or established in Bermuda or elsewhere;

(e) references to a person includes an individual, company, firm, partnership, body corporate, corporation, limited liability company, association, organization, trust, a state or government or any agency thereof, governmental or public authority, and any other entity or organization, whether incorporated or not (in each case whether or not having a separate legal personality) whether of Bermuda or elsewhere;

(f) “subsidiary” and “holding company” have the same meanings as in section 86 of the Act, except that references in that section to a company shall include any body corporate, company, partnership, limited liability company, trust, corporation, association or other legal entity, whether incorporated or established in Bermuda or elsewhere.

(g) “written” or “in writing” includes any means of representing or reproducing words, figures and symbols in a tangible and visible form;

(h) any words or expressions defined or explained in the Act shall have the same meaning in these Bye-Laws;

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(i) any reference to any statute or statutory provision (whether of Bermuda or elsewhere) includes a reference to any modification, re-enactment or substitution of it for the time being in force and to every rule, regulation or order made under it (or under any such modification, re-enactment or substitution) and for the time being in force and any reference to any rule, regulation or order made under any such statute or statutory provision includes a reference to any modification, replacement or substitution of such rule, regulation or order for the time being in force;

(j) references to Articles and Sections (other than sections of the Act) are references to Articles and Sections of these Bye-Laws, unless stated otherwise; and

(k) where any word or expression is defined in these Bye-Laws, any other grammatical form of that word or expression has a corresponding meaning.

ARTICLE II