21.

SEGMENT INFORMATION

The Company’s reportable segments offer different products and services and are managed separately as different levels and types of expertise are required to effectively manage the segments’ transactions. Each segment is reviewed to determine the allocation of resources and to assess its performance. The Company’s principal operating activities are included in two business segments as described in Note 1 above - Financial Advisory and Asset Management. In addition, as described in Note 1 above, the Company records selected other activities in its Corporate segment.

The Company’s segment information for the years ended December 31, 2012, 2011 and 2010 is prepared using the following methodology:

•

Revenue and expenses directly associated with each segment are included in determining operating income.

•

Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other factors.

•

Segment assets are based on those directly associated with each segment, and include an allocation of certain assets relating to various segments, based on the most relevant measures applicable, including headcount, square footage and other factors.

The Company allocates investment gains and losses, interest income and interest expense among the various segments based on the segment in which the underlying asset or liability is reported.

Each segment’s operating expenses include (i) compensation and benefits expenses incurred directly in support of the businesses and (ii) other operating expenses, which include directly incurred expenses for occupancy and equipment, marketing and business development, technology and information services, professional services, fund administration and outsourced services and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, legal, facilities management and senior management activities.

For the years ended December 31, 2012, 2011 and 2010, no individual client constituted more than 10% of the net revenue of any of the Company’s business segments.

Management evaluates segment results based on net revenue and operating income (loss) and believes that the following information provides a reasonable representation of each segment’s contribution with respect to net revenue, operating income (loss) and total assets:


		As Of Or For The Year Ended December 31,
		2012(b)			2011			2010
Financial Advisory	Net Revenue	$	1,049,090		$	992,107		$	1,119,867
	Operating Expenses (a)		1,057,620			929,688			950,968

	Operating Income (Loss)	$	(8,530	)	$	62,419		$	168,899

	Total Assets	$	793,007		$	767,699		$	799,090


Asset Management	Net Revenue	$	896,260		$	897,401		$	849,662
	Operating Expenses (a)		659,502			628,945			584,348

	Operating Income	$	236,758		$	268,456		$	265,314

	Total Assets	$	566,677		$	583,524		$	687,323


Corporate	Net Revenue	$	(32,902	)	$	(59,996	)	$	(64,161	)
	Operating Expenses (a)		71,441			35,380			126,402

	Operating Loss	$	(104,343	)	$	(95,376	)	$	(190,563	)

	Total Assets	$	1,627,209		$	1,730,713		$	1,936,119


Total	Net Revenue	$	1,912,448		$	1,829,512		$	1,905,368
	Operating Expenses (a)		1,788,563			1,594,013			1,661,718

	Operating Income	$	123,885		$	235,499		$	243,650

	Total Assets	$	2,986,893		$	3,081,936		$	3,422,532

(a)	Operating expenses include depreciation and amortization of property as set forth in table below.


	Year Ended December 31,
	2012		2011		2010
Financial Advisory	$	5,710	$	6,739	$	6,718
Asset Management		3,250		3,502		3,693
Corporate		21,895		14,339		12,301

Total	$	30,855	$	24,580	$	22,712

(b)	See Note 16 of Notes to Consolidated Financial Statements for information regarding the Cost Savings Initiatives announced by the Company in the fourth quarter of 2012, and the impact on each of the Company’s business segments.

Geographic Information

Due to the highly integrated nature of international financial markets, the Company manages its business based on the profitability of the enterprise as a whole. Accordingly, management believes that profitability by geographic region is not necessarily meaningful. The Company’s revenue and identifiable assets are generally allocated based on the country or domicile of the legal entity providing the service.

The following table sets forth the net revenue from, and identifiable assets for, the Company and its consolidated subsidiaries by geographic region allocated on the basis described above.


	As Of Or For The Year Ended December 31,
	2012			2011			2010
Net Revenue:
United States	$	1,172,566		$	1,083,457		$	1,161,071
United Kingdom		180,784			190,307			215,243
France		265,523			234,441			261,085
Other Western Europe		132,754			174,284			141,343
Rest of World		160,821			147,023			126,626

Total	$	1,912,448		$	1,829,512		$	1,905,368

Operating Income (Loss):
United States	$	169,111		$	209,236		$	223,341
United Kingdom		(37,329	)		(18,074	)		4,867
France		8,332			8,262			23,092
Other Western Europe		(20,812	)		27,276			(9,838	)
Rest of World		4,583			8,799			2,188

Total	$	123,885		$	235,499		$	243,650

Identifiable Assets:
United States	$	1,507,331		$	1,630,547		$	1,821,992
United Kingdom		226,578			253,365			324,309
France		808,655			773,196			883,932
Other Western Europe		114,763			116,682			141,216
Rest of World		329,566			308,146			251,083

Total	$	2,986,893		$	3,081,936		$	3,422,532

SUPPLEMENTAL FINANCIAL INFORMATION

QUARTERLY RESULTS (UNAUDITED)

The following represents the Company’s unaudited quarterly results for the years ended December 31, 2012 and 2011. These quarterly results were prepared in conformity with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature.


	2012 Fiscal Quarter
	First		Second		Third		Fourth(a)			Year
	(dollars in thousands, except per share data)
Net revenue	$	486,039	$	436,910	$	428,806	$	560,693		$	1,912,448
Operating expenses		448,216		392,377		382,080		565,890			1,788,563

Operating income (loss)	$	37,823	$	44,533	$	46,726	$	(5,197	)	$	123,885

Net income (loss)	$	29,056	$	34,162	$	33,673	$	(4,106	)	$	92,785
Less - net income attributable to noncontrolling interests		3,504		3,341		372		1,259			8,476

Net income (loss) attributable to Lazard Ltd	$	25,552	$	30,821	$	33,301	$	(5,365	)	$	84,309

Attributable to Lazard Ltd Class A common stockholders:
Net income (loss) per share of common stock:
Basic		$0.21		$0.26		$0.29		$(0.05	)		$0.72
Diluted		$0.20		$0.24		$0.26		$(0.05	)		$0.65
Dividends declared per share of common stock		$0.16		$0.20		$0.20		$ 0.60			$1.16

(a)	See Note 16 of Notes to Consolidated Financial Statements for information regarding the Cost Savings Initiatives announced in the fourth quarter of 2012.



	2011 Fiscal Quarter
	First		Second		Third		Fourth			Year
	(dollars in thousands, except per share data)
Net revenue	$	438,023	$	477,292	$	462,419	$	451,778		$	1,829,512
Operating expenses		364,577		388,090		374,681		466,665			1,594,013

Operating income (loss)	$	73,446	$	89,202	$	87,738	$	(14,887	)	$	235,499

Net income (loss)	$	59,983	$	71,566	$	67,133	$	(8,123	)	$	190,559
Less - net income (loss) attributable to noncontrolling interests		4,976		9,562		4,434		(3,330	)		15,642

Net income (loss) attributable to Lazard Ltd	$	55,007	$	62,004	$	62,699	$	(4,793	)	$	174,917

Attributable to Lazard Ltd Class A common stockholders:
Net income (loss) per share of common stock:
Basic		$ 0.48		$0.52		$0.53		$(0.04	)		$ 1.48
Diluted		$ 0.43		$0.48		$0.49		$(0.04	)		$ 1.36
Dividends declared per share of common stock		$0.125		$0.16		$0.16		$ 0.16			$0.605

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

There were no changes in or disagreements with accountants on accounting and financial disclosure during the last two fiscal years.

Item 9A.

Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of December 31, 2012 (the end of the period covered by this Annual Report on Form 10-K). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during our most recent fiscal quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Controls Over Financial Reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), and the related report of our independent registered public accounting firm, are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Information regarding members of the Board of Directors, including its audit committee and audit committee financial experts, as well as information regarding our Code of Business Conduct and Ethics that applies to our Chief Executive Officer and senior financial officers, will be presented in Lazard Ltd’s definitive proxy statement for its 2013 annual general meeting of shareholders, which will be held in April 2013, and is incorporated herein by reference. Information regarding our executive officers is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant.”

The information required to be furnished pursuant to this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in Lazard Ltd’s definitive proxy statement for its 2013 annual general meeting of shareholders, and is incorporated herein by reference.

Item 11.

Executive Compensation

Information regarding executive officer and director compensation will be presented in Lazard Ltd’s definitive proxy statement for its 2013 annual general meeting of shareholders, which will be held in April 2013, and is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management and related shareholder matters will be presented in Lazard Ltd’s definitive proxy statement for its 2013 annual general meeting of shareholders, which will be held in April 2013, and is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2012 regarding securities issued under our 2005 Equity Incentive Plan and 2008 Incentive Compensation Plan.

Plan
Category

Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
Second Column)

Equity compensation plans approved by security holders

2008 Incentive
Compensation

Plan⁽¹⁾

21,278,794

⁽³⁾

⁽⁴⁾

10,349,885

Equity compensation plans not approved by security holders

2005 Equity
Incentive
Plan⁽²⁾

406,833

⁽³⁾

⁽⁴⁾

6,690,106

⁽⁵⁾

Total

21,685,627

⁽³⁾

17,039,991

⁽¹⁾

Our 2008 Incentive Compensation Plan was approved by the stockholders of Lazard Ltd on May 6, 2008. The number of shares of Lazard Ltd Class A common stock available for issuance under the 2008 Incentive Compensation Plan is determined by a formula, which generally provides that the aggregate number of shares subject to outstanding awards under the 2008 Incentive Compensation Plan may not exceed 30% of the aggregate number of then-outstanding shares of Lazard Ltd Class A common stock (treating, for this purpose, the then-outstanding LAZ-MD Holdings exchangeable interests as shares of Lazard Ltd Class A common stock on an as-if-fully exchanged basis in accordance with the Master Separation Agreement).

⁽²⁾	Our 2005 Equity Incentive Plan was established prior to our equity public offering in May 2005 and, as a result, did not require approval by security holders.

⁽³⁾

Represents outstanding stock unit awards, after giving effect to forfeitures, as of December 31, 2012. As of that date, the only grants made under the 2005 Equity Incentive Plan and 2008 Incentive Compensation Plan have been in the form of stock unit awards and restricted stock awards. See Note 14 of Notes to Consolidated Financial Statements for a description of the plans.

⁽⁴⁾	Each stock unit awarded under our 2005 Equity Incentive Plan and 2008 Incentive Compensation Plan was granted at no cost to the persons receiving them and represents the contingent right to receive the equivalent number of shares of Lazard Ltd Class A common stock.

⁽⁵⁾	Gives effect to the number of securities remaining available for future issuance, after considering the impact of vested RSUs not delivered as a result of withholding taxes.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions, and director independence, will be presented in Lazard Ltd’s definitive proxy statement for its 2013 annual general meeting of shareholders, which will be held in April 2013, and is incorporated herein by reference.

Item 14.

Principal Accounting Fees and Services

Information regarding principal accountant fees and services will be presented in Lazard Ltd’s definitive proxy statement for its 2013 annual general meeting of shareholders, which will be held in April 2013, and is incorporated herein by reference.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)

Documents filed as part of this Report:

Consolidated Financial Statements

The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1 hereof and in Part II, Item 8 hereof.

Financial Statement Schedule

The financial statement schedule required in the Annual Report on Form 10-K is listed on page F-1 hereof. The required schedule appears on pages F-2 through F-9 hereof.

Exhibits


2.1		Master Separation Agreement, dated as of May 10, 2005, by and among the Registrant, Lazard Group LLC, LAZ-MD Holdings LLC and LFCM Holdings LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

2.2		Amendment No. 1, dated as of November 6, 2006, to the Master Separation Agreement, dated as of May 10, 2005, by and among the Registrant, Lazard Group LLC and LAZ-MD Holdings LLC (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on November 7, 2006).

2.3		Second Amendment, dated as of May 7, 2008, to the Master Separation Agreement, dated as of May 10, 2005, as amended, by and among Lazard Ltd, Lazard Group LLC and LAZ-MD Holdings LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 9, 2008).

2.4		Class B-1 and Class C Members Transaction Agreement (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1 filed on December 17, 2004).

3.1		Certificate of Incorporation and Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on March 21, 2005).

3.2		Certificate of Incorporation in Change of Name of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on March 21, 2005).

3.3		Amended and Restated Bye-Laws of Lazard Ltd (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

3.4		First Amendment to Amended and Restated Bye-Laws of Lazard Ltd (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 9, 2008).

3.5		Second Amendment to the Amended and Restated Bye-Laws of Lazard Ltd (incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 30, 2010).

4.1		Form of Specimen Certificate for Class A common stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on April 11, 2005).
4.2		Indenture, dated as of May 10, 2005, by and between Lazard Group LLC and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Lazard Group LLC’s Registration Statement (File No. 333-126751) on Form S-4 filed on July 21, 2005).

4.3		Amended and Restated Third Supplemental Indenture, dated as of May 15, 2008, by and among Lazard Group LLC and The Bank of New York, as trustee (and incorporated by reference to Exhibit 4.1 to the Registrants’ Current Report on Form 8-K (Commission File No. 333-126751) filed on May 16, 2008).

4.4		Fourth Supplemental Indenture, dated as of June 21, 2007, between Lazard Group LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on June 22, 2007).

4.5		Form of Senior Note (included in Exhibit 4.3).

10.1		Amended and Restated Stockholders’ Agreement, dated as of November 6, 2006, by and among LAZ-MD Holdings LLC, the Registrant and certain members of LAZ-MD Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on November 7, 2006).

10.2		First Amendment, dated as of May 7, 2008, to the Amended and Restated Stockholders’ Agreement dated as of November 6, 2006, between LAZ-MD Holdings LLC and Lazard Ltd (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 9, 2008).

10.3		Operating Agreement of Lazard Group LLC, dated as of May 10, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.4		Amendment No. 1 to the Operating Agreement of Lazard Group LLC, dated as of December 19, 2005 (incorporated by reference to Exhibit 3.01 to Lazard Group LLC’s Current Report on Form 8-K (File No. 333-126751) filed on December 19, 2005).

10.5		Amendment No. 2, dated as of May 9, 2008, to the Operating Agreement of Lazard Group LLC, dated as of May 10, 2005 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 8, 2008).

10.6		Amendment No. 3, dated as of April 27, 2010, to the Operating Agreement of Lazard Group LLC, dated as of May 10, 2005 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 30, 2010).

10.7		Tax Receivable Agreement, dated as of May 10, 2005, by and among Ltd Sub A, Ltd Sub B and LFCM Holdings LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.8		Employee Benefits Agreement, dated as of May 10, 2005, by and among the Registrant, Lazard Group LLC, LAZ-MD Holdings LLC and LFCM Holdings LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.9		Insurance Matters Agreement, dated as of May 10, 2005, by and between Lazard Group LLC and LFCM Holdings LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.10		License Agreement, dated as of May 10, 2005, by and among Lazard Strategic Coordination Company LLC, Lazard Frères & Co. LLC, Lazard Frères S.A.S., Lazard & Co., Holdings Limited and LFCM Holdings LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.11		Administrative Services Agreement, dated as of May 10, 2005, by and among LAZ-MD Holdings LLC, LFCM Holdings LLC and Lazard Group LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).
10.12		Business Alliance Agreement, dated as of May 10, 2005, by and between Lazard Group LLC and LFCM Holdings LLC (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.13		Amendment and Consent, dated February 9, 2009, to the Business Alliance Agreement, dated as of May 10, 2005, by and between Lazard Group LLC and LFCM Holdings LLC (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

10.14		Amended and Restated Operating Agreement of Lazard Strategic Coordination Company LLC, dated as of January 1, 2002 (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).

10.15		Lease, dated as of January 27, 1994, by and between Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).

10.16		Amendment dated as of February 16, 2011, by and among RCPI Landmark Properties, L.L.C. (as the successor in interest to Rockefeller Center Properties), RCPI 30 Rock 22234849, L.L.C. and Lazard Group LLC (as the successor in interest to Lazard Frères & Co. LLC), to the Lease dated as of January 27, 1994, by and among Rockefeller Center Properties and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).

10.17		Lease with an Option to Purchase, dated as of July 11, 1990, by and between Sicomibail and Finabail and SCI du 121 Boulevard Hausmann (English translation) (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).

10.18		Occupational Lease, dated as of August 9, 2002, by and among Burford (Stratton) Nominee 1 Limited, Burford (Stratton) Nominee 2 Limited, Burford (Stratton) Limited, Lazard & Co., Limited and Lazard LLC (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on February 11, 2005).

10.19*		2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on May 2, 2005).

10.20*		Lazard Ltd’s 2008 Incentive Compensation Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492) filed on March 24, 2008).

10.21*		2005 Bonus Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on March 21, 2005).

10.22*		Form of Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 4, 2005, applicable to, and related Schedule I for each of Michael J. Castellano and Scott D. Hoffman (incorporated by reference to Exhibit 10.26 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.23*		Form of First Amendment, dated as of May 7, 2008, to Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 4, 2005, for each of Michael J. Castellano and Scott D. Hoffman (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on May 9, 2008).

10.24*		Second Amendment, dated as of February 23, 2011, to the Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 4, 2005 and amended as of May 7, 2008, for Scott D. Hoffman (incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).
10.25*		Form of Agreement Relating to Retention and Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on April 11, 2005).

10.26*		Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of October 4, 2004, by and between Lazard Group LLC and Alexander F. Stern (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

10.27*		First Amendment, dated as of March 23, 2010, to the Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of October 4, 2004, with Alexander F. Stern (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on March 23, 2010).

10.28*		Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of March 18, 2005, by and between Lazard Group LLC and Kenneth M. Jacobs (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K (File No. 001-32492) filed on March 1, 2010).

10.29*		First Amendment, dated as of March 23, 2010, to the Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of March 18, 2005, with Kenneth M. Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) field on March 23, 2010).

10.30*		Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of October 4, 2004, by and between Lazard Group LLC and Matthieu Bucaille (incorporated by reference to Exhibit 10.31 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).

10.31*		First Amendment, dated as of April 1, 2011, to the Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of October 4, 2004, between Lazard Group LLC and Matthieu Bucaille (incorporated by reference to Exhibit 10.32 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).

10.32*		Amended and Restated Letter Agreement, effective as of January 1, 2004, between Vernon E. Jordan, Jr. and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 10.28 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.33*		Acknowledgement Letter, dated as of November 6, 2006 from Lazard Group LLC to certain managing directors of Lazard Group LLC modifying the terms of the retention agreements of persons party to the Amended and Restated Stockholders’ Agreement, dated as of November 6, 2006 (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on November 7, 2006).

10.34		Letter Agreement, dated as of March 15, 2005, from IXIS Corporate and Investment Bank to Lazard LLC and Lazard Ltd (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement (File No. 333-121407) on Form S-1/A filed on March 21, 2005).

10.35		Registration Rights Agreement, dated as of May 10, 2005, by and among Lazard Group Finance LLC, the Registrant, Lazard Group LLC and IXIS Corporate and Investment Bank (incorporated by reference to Exhibit 10.30 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on June 16, 2005).

10.36*		Description of Non-Executive Director Compensation (incorporated by reference to Exhibit 10.33 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q for the quarter ended June 30, 2005).

10.37*		Form of Award Letter for Annual Grant of Deferred Stock Units to Non-Executive Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on September 8, 2005).
10.38*		Form of Agreement evidencing a grant of Restricted Stock Units to Executive Officers under the Lazard Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on January 26, 2006).

10.39*		Form of Agreement evidencing a grant of Restricted Stock Units to Executive Officers under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

10.40*		Form of Agreement evidencing a grant of Deferred Cash Award to Executive Officers under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report (File No. 001-32492) on Form 10-K filed on March 2, 2009).

10.41*		Directors’ Fee Deferral Unit Plan (incorporated by reference to Exhibit 10.39 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 11, 2006).

10.42*		First Amended Form of Agreement evidencing a grant of Restricted Stock Units to Executive Officers under the Lazard 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report (File No. 001-32492) on Form 10-K filed on March 1, 2007).

10.43		Agreement and Plan of Merger, dated as of August 14, 2008, by and among Lazard Ltd, LAZ Sub I, Lazard Asset Management LLC and Lazard Asset Management Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-32492) filed on August 15, 2008).

10.44*		Letter Agreement regarding employment, dated as of April 21, 2010, between Lazard Group LLC and Gary W. Parr (incorporated by reference to Exhibit 10.53 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 30, 2010).

10.45*		Amendment, dated as of February 27, 2012 to Letter Agreement regarding employment, dated as of April 21, 2010, between Lazard Group LLC and Gary W. Parr (incorporated by reference to Exhibit 10.46 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2012).

10.46		Senior Revolving Credit Agreement, dated as of September 25, 2012, among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.47 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on November 1, 2012).

10.47*		Form of Agreement evidencing a grant of Restricted Stock under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.55 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 30, 2010).

10.48*		Form of Agreement evidencing a grant of Lazard Fund Interests under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.55 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on April 29, 2011).

10.49*		Form of Agreement evidencing a grant of Restricted Stock Units and Restricted Stock to Executive Officers who are or may become eligible for retirement under the 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.53 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on May 2, 2012).

10.50*		First Amendment, dated as of August 2, 2011, to the Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of March 15, 2005, between Lazard Group LLC and Ashish Bhutani (incorporated by reference to Exhibit 10.56 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on August 4, 2011).
10.51*		Second Amendment, dated as of October 24, 2012, to the Agreement relating to Retention and Noncompetition and Other Covenants, dated as of March 18, 2005 and amended on March 23, 2010, among the Registrant, Lazard Group LLC and Kenneth M. Jacobs (incorporated by reference to Exhibit 10.52 to the Registrant’s Quarterly Report (File No. 001-32492) on Form 10-Q filed on November 1, 2012).

12.1		Computation of Ratio of Earnings to Fixed Charges.

21.1		Subsidiaries of Registrant.

23.1		Consent of Independent Registered Public Accounting Firm.

31.1		Rule 13a-14(a) Certification of Kenneth M. Jacobs.

31.2		Rule 13a-14(a) Certification of Matthieu Bucaille.

32.1		Section 1350 Certification for Kenneth M. Jacobs.

32.2		Section 1350 Certification for Matthieu Bucaille.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Management contract or compensatory plan or arrangement.

LAZARD LTD

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

ITEMS 15 (a)(1) AND 15 (a)(2)


	Page No.
Management’s Report on Internal Control Over Financial Reporting		72

Reports of Independent Registered Public Accounting Firm		73-74

Consolidated Financial Statements

Consolidated Statements of Financial Condition as of December 31, 2012 and 2011		75

Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010		77

Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010		78

Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010		79

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010		80

Notes to Consolidated Financial Statements		83

Supplemental Financial Information

Quarterly Results		134

Financial Statement Schedule

Schedule I—Condensed Financial Information of Registrant (Parent Company Only)

Condensed Statements of Financial Condition as of December 31, 2012 and 2011		F-2

Condensed Statements of Operations for the years ended December 31, 2012, 2011 and 2010		F-3

Condensed Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010		F-4

Condensed Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010		F-5

Condensed Statements of Changes in Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010		F-6

Notes to Condensed Financial Statements		F-9

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

LAZARD LTD

(parent company only)

CONDENSED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2012 AND 2011

(dollars in thousands, except per share data)


	December 31,
	2012			2011
ASSETS
Cash and cash equivalents	$	298		$	218
Investments in subsidiaries, equity method		(1,852,072	)		(1,633,687	)
Due from subsidiaries		2,421,780			2,359,798

Total assets	$	570,006		$	726,329


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Due to subsidiaries	$	254		$	–
Other liabilities		96			186

Total liabilities		350			186

Commitments and contingencies

STOCKHOLDERS’ EQUITY
Preferred stock, par value $.01 per share; 15,000,000 shares authorized:
Series A—7,921 shares issued and outstanding at December 31, 2012 and 2011		–			–
Series B—no shares issued and outstanding		–			–
Common stock:
Class A, par value $.01 per share (500,000,000 shares authorized; 128,216,423 and 123,009,311 shares issued at December 31, 2012 and 2011, respectively, including shares held by subsidiaries as indicated below)		1,282			1,230
Class B, par value $.01 per share (1 share authorized, issued and outstanding at December 31, 2012 and 2011)		–			–
Additional paid-in-capital		846,050			659,013
Retained earnings		182,647			258,646
Accumulated other comprehensive loss, net of tax		(110,541	)		(88,364	)

		919,438			830,525
Class A common stock held by subsidiaries, at cost (12,802,938 and 3,492,017 shares at December 31, 2012 and 2011, respectively)		(349,782	)		(104,382	)

Total stockholders’ equity		569,656			726,143

Total liabilities and stockholders’ equity	$	570,006		$	726,329

See notes to condensed financial statements.

LAZARD LTD

(parent company only)

CONDENSED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(dollars in thousands)


	Year Ended December 31,
	2012		2011		2010
REVENUE
Equity in earnings of subsidiaries	$	20,598	$	109,294	$	109,576
Interest and other income		65,319		67,042		66,722

Total revenue		85,917		176,336		176,298

OPERATING EXPENSES
Professional services		1,477		1,276		1,217
Other		131		143		102

Total operating expenses		1,608		1,419		1,319

NET INCOME	$	84,309	$	174,917	$	174,979

See notes to condensed financial statements.

LAZARD LTD

(parent company only)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(dollars in thousands)


	Year Ended December 31,
	2012			2011			2010
NET INCOME	$	84,309		$	174,917		$	174,979

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Currency translation adjustments		15,431			(8,760	)		(8,937	)
Amortization of interest rate hedge		1,042			1,000			1,093
Available-for-sale securities:
Unrealized gain (net of tax expense of $1,546)		–			–			2,941
Adjustments for items reclassified to earnings (net of tax expense of $4,689)		–			–			8,930
Employee benefit plans:
Actuarial gain (loss) (net of tax expense (benefit) of $(12,796), $(11,874) and $6,161 for the years ended December 31, 2012, 2011 and 2010, respectively)		(39,817	)		(36,256	)		16,769
Adjustments for items reclassified to earnings (net of tax expense of $1,131, $977 and $916 for the years ended December 31, 2012, 2011 and 2010, respectively)		4,347			2,091			1,544

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		(18,997	)		(41,925	)		22,340

COMPREHENSIVE INCOME	$	65,312		$	132,992		$	197,319

See notes to condensed financial statements.

LAZARD LTD

(parent company only)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(dollars in thousands)


	Year Ended December 31,
	2012			2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	84,309		$	174,917		$	174,979
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash items included in net income:
Equity in earnings of subsidiaries		(20,598	)		(109,294	)		(109,576	)
Changes in due to/from subsidiaries		71,566			4,945			(16,215	)
Changes in other operating assets and liabilities		(89	)		12			(83	)

Net cash provided by operating activities		135,188			70,580			49,105

CASH FLOWS FROM FINANCING ACTIVITIES:
Class A common stock dividends		(135,108	)		(70,572	)		(50,581	)

Net cash used in financing activities		(135,108	)		(70,572	)		(50,581	)

Net increase (decrease) in cash and cash equivalents		80			8			(1,476	)
Cash and cash equivalents, January 1		218			210			1,686

Cash and cash equivalents, December 31	$	298		$	218		$	210

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Supplemental investing non-cash transaction:
Class A common stock issued/issuable in connection with business acquisitions	$	–		$	39,654		$	41,174

See notes to condensed financial statements.

LAZARD LTD

(parent company only)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(dollars in thousands)


	Series A Preferred Stock					Common Stock				Additional Paid-In- Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Class A Common Stock Held By Subsidiaries						Total Lazard Ltd Stockholders’ Equity
	Series A Preferred Stock					Common Stock													Class A Common Stock Held By Subsidiaries
	Shares			$		*Shares()**		$											Shares			$
Balance – January 1, 2010		26,883		$	–		92,165,913	$	922	$	549,931		$	52,726		$	(57,048	)		5,850,775		$	(191,140	)	$	355,391

Comprehensive income (loss):
Net income														174,979												174,979
Other comprehensive income (loss) - net of tax:
Currency translation adjustments																	(8,937	)								(8,937	)
Amortization of interest rate hedge																	1,093									1,093
Available-for-sale securities:
Net unrealized gain																	2,941									2,941
Adjustment for items reclassified to earnings																	8,930									8,930
Employee benefit plans:
Net actuarial gain																	16,769									16,769
Adjustment for items reclassified to earnings																	1,544									1,544

Comprehensive income																										197,319

Business acquisitions and related equity transactions:
Class A common stock issued/issuable (including related amortization)							315,617		3		46,220															46,223
Conversion of Series A preferred stock into Class A common stock		(4,862	)				572,988		6		(6	)														–
Amortization of share-based incentive compensation											286,957															286,957
Dividend-equivalents											10,606			(10,656	)											(50	)
Class A common stock dividends														(50,581	)											(50,581	)
Purchase of Class A common stock																				4,686,892			(149,981	)		(149,981	)
Delivery of Class A common stock in connection with share-based incentive compensation											(286,847	)								(6,690,159	)		229,271			(57,576	)
Repurchase of common membership interests from LAZ-MD Holdings											(6,812	)														(6,812	)
Issuance of Class A common stock							3,000,000		30		116,070									3,000,000			(116,100	)		–
Class A common stock issued in exchange for Lazard Group common membership interests, including in connection with secondary offerings							23,643,419		236		(236	)														–
Adjustments related to noncontrolling interests											42,958						(11,450	)								31,508

Balance – December 31, 2010		22,021		$	–		119,697,937	$	1,197	$	758,841		$	166,468		$	(46,158	)		6,847,508		$	(227,950	)	$	652,398

Balance – January 1, 2011		22,021		$	–		119,697,937	$	1,197	$	758,841		$	166,468		$	(46,158	)		6,847,508		$	(227,950	)	$	652,398

Comprehensive income (loss):
Net income														174,917												174,917
Other comprehensive income (loss) - net of tax:
Currency translation adjustments																	(8,760	)								(8,760	)
Amortization of interest rate hedge																	1,000									1,000
Employee benefit plans:
Net actuarial loss																	(36,256	)								(36,256	)
Adjustments for items reclassified to earnings																	2,091									2,091

Comprehensive income																										132,992

Business acquisitions and related equity transactions:
Class A common stock issued/issuable (including related amortization)											41,800															41,800
Conversion of Series A preferred stock into Class A common stock		(14,100	)		–		2,434,561		24		(24	)														–
Delivery of Class A common stock											(126,812	)								(3,515,362	)		123,411			(3,401	)
Amortization of share-based incentive compensation											260,816															260,816
Dividend-equivalents											12,092			(12,167	)											(75	)
Class A common stock dividends														(70,572	)											(70,572	)
Purchase of Class A common stock																				6,135,189			(204,835	)		(204,835	)
Delivery of Class A common stock in connection with share-based incentive compensation and related tax benefits of $972											(297,779	)								(5,975,318	)		204,992			(92,787	)
Repurchase of common membership interests from LAZ-MD Holdings											(753	)														(753	)
Class A common stock issued in exchange for Lazard Group common membership interests							876,814		9		(9	)														–
Adjustment related to the change in Lazard Ltd’s ownership in Lazard Group											(1,580	)														(1,580	)
Adjustments related to noncontrolling interests											12,421						(281	)								12,140

Balance – December 31, 2011		7,921		$	–		123,009,312	$	1,230	$	659,013		$	258,646		$	(88,364	)		3,492,017		$	(104,382	)	$	726,143


	Series A Preferred Stock				Common Stock				Additional Paid-In- Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Class A Common Stock Held By Subsidiaries						Total Lazard Ltd Stockholders’ Equity
	Series A Preferred Stock				Common Stock													Class A Common Stock Held By Subsidiaries
	Shares		$		*Shares()**		$											Shares			$
Balance – January 1, 2012		7,921	$	–		123,009,312	$	1,230	$	659,013		$	258,646		$	(88,364	)		3,492,017		$	(104,382	)	$	726,143

Comprehensive income (loss):
Net income													84,309												84,309
Other comprehensive income (loss) - net of tax:
Currency translation adjustments																15,431									15,431
Amortization of interest rate hedge																1,042									1,042
Employee benefit plans:
Net actuarial loss																(39,817	)								(39,817	)
Adjustments for items reclassified to earnings																4,347									4,347

Comprehensive income																									65,312

Business acquisitions and related equity transactions:
Class A common stock issuable (including related amortization)										4,030															4,030
Delivery of Class A common stock										(1,633)									(57,287)			1,633			–
Amortization of share-based incentive compensation										306,642															306,642
Dividend-equivalents										24,990			(25,200	)											(210	)
Class A common stock dividends													(135,108	)											(135,108	)
Purchase of Class A common stock																			12,817,196			(354,464	)		(354,464	)
Delivery of Class A common stock in connection with share-based incentive compensation and related tax expense of $972										(153,274	)								(3,448,988	)		107,431			(45,843	)
Modification of equity incentive compensation award										(26,601	)														(26,601	)
Class A common stock issued in exchange for Lazard Group common membership interests						5,207,112		52		(52	)														–
Adjustments related to noncontrolling interests										32,935						(3,180	)								29,755

Balance – December 31, 2012		7,921	$	–		128,216,424	$	1,282	$	846,050		$	182,647		$	(110,541	)		12,802,938		$	(349,782	)	$	569,656

^(*)	Includes 119,697,936, 123,009,311 and 128,216,423 shares of the Company’s Class A common stock issued at December 31, 2010, 2011 and 2012, respectively, and 1 share of the Company’s Class B common stock issued at each such date.

See notes to condensed financial statements.

LAZARD LTD

(parent company only)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1.	*BASIS OF PRESENTATION*

The accompanying Lazard Ltd condensed financial statements (the “Parent Company Financial Statements”), including the notes thereto, should be read in conjunction with the consolidated financial statements of Lazard Ltd and its subsidiaries (the “Company”) and the notes thereto.

The Parent Company Financial Statements as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012, are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and the disclosures in the condensed financial statements. Management believes that the estimates utilized in the preparation of the condensed financial statements are reasonable. Actual results could differ materially from these estimates.

The Parent Company Financial Statements include investments in subsidiaries, accounted for under the equity method.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 28, 2013


LAZARD LTD

By:		/s/ Kenneth M. Jacobs

		Kenneth M. Jacobs
		Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.


Signature	Capacity	Date

/s/ Kenneth M. Jacobs Kenneth M. Jacobs	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	February 28, 2013

/s/ Matthieu Bucaille Matthieu Bucaille	Chief Financial Officer (Principal Financial Officer)	February 28, 2013

/s/ Dominick Ragone Dominick Ragone	Chief Accounting Officer	February 28, 2013

/s/ Andrew M. Alper Andrew M. Alper	Director	February 28, 2013

/s/ Ashish Bhutani Ashish Bhutani	Director	February 28, 2013

/s/ Steven J. Heyer Steven J. Heyer	Director	February 28, 2013

/s/ Sylvia Jay Sylvia Jay	Director	February 28, 2013

/s/ Philip A. Laskawy Philip A. Laskawy	Director	February 28, 2013

/s/ Laurent Mignon Laurent Mignon	Director	February 28, 2013

/s/ Richard D. Parsons Richard D. Parsons	Director	February 28, 2013

/s/ Hal S. Scott Hal S. Scott	Director	February 28, 2013

/s/ Michael J. Turner Michael J. Turner	Director	February 28, 2013