AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of December 16, 1997 by and between IAN M.
CUMMING ("Cumming"), residing at 1470 Military Way, Salt Lake City, Utah, 84103, JOSEPH S.
STEINBERG ("Steinberg"), residing at 84 Remsen Street, Brooklyn, New York 11201 (Cumming and
Steinberg sometimes are collectively referred to as the "Stockholders" and individually as a "Stockholder") and
LEUCADIA NATIONAL CORPORATION("Leucadia"), a New York corporation having its principal place of
business at 315 Park Avenue South, New York, New York 10010.
WHEREAS, each Stockholder is the direct owner of the number of shares of the common stock, par value
$1.00 per share, of Leucadia (the "Common Shares") set forth on Exhibit A hereto; and
WHEREAS, the parties to this Agreement wish to provide for the purchase by Leucadia of certain of the
Common Shares beneficially owned by a deceased Stockholder; and
WHEREAS, the parties to this Agreement wish to provide the funds necessary for the purchase by Leucadia of
the Common Shares of a Stockholder under the terms of this Agreement through insurance on the life of each
1. By-Sell Obligation. Upon the death of either Stockholder, Leucadia agrees to purchase from the estate of the
deceased Stockholder (the "Estate"), such number of Common Shares owned by the deceased Stockholder as
of the deceased Stockholder's date of death (the "Deceased Stockholder's Common Shares") having an
aggregate purchase price determined in accordance with paragraph 2 hereof equal to the Insurance Proceeds (as
hereinafter defined); provided, however, that Leucadia shall not be obligated to purchase from the Estate and the
Estate shall not be obligated to sell to Leucadia more than 55% of the Deceased Stockholder's Common Shares
(the "Shares") and further provided, however, that Leucadia shall not be obligated to purchase from the Estate
and the Estate shall not be obligated to sell to Leucadia any portion of the Deceased Stock