DEFERRED COMPENSATION AGREEMENT
THIS DEFERRED COMPENSATION AGREEMENT (the "Agreement") is made and entered into on
December 8, 1998 by and between LEUCADIA NATIONAL CORPORATION, a New York corporation
(the "Company"), and Joseph S. Steinberg (the "Executive"), collectively the parties ("Parties").
WHEREAS, Executive is employed by the Company as President; and
WHEREAS, in connection with the provision of services to the Company in his capacity as President the
Executive desires to defer the receipt of certain compensation from the Company to which in the future he may
become entitled, and the Company agrees to do so, in accordance with the terms and provisions herein
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein
contained, the Parties hereby agree as follows:
1. Deferral of Payments.
The Company, commencing January 1, 1999 for the calendar year ending December 31, 1999, shall defer the
payment of all compensation to be paid to the Executive by the Company attributable to services performed or to
be performed by the Executive for the Company at any time. Each deferred payment shall accrue simple interest
(on the basis of a 360-day year), from the first day of the month immediately following the date on which
payment otherwise would have been made if no deferral had existed (the "First New Month Date") until the date
of actual payment, at a rate of interest equal to the 1-year Treasury bill rate in effect at each First New Month
Date, and the rate of interest shall be reset on the first day of each subsequent quarter. For purposes hereof, the
quarters for calendar year 1999 shall begin January 1, April 1, July 1, and October 1.
All amounts deferred pursuant to this Agreement, including interest, shall be payable to the Executive in calendar
year 2000 by no later than March 15th of that year. Notwithstanding the preceding sentence, to the extent that
the aggregate deferred payments hereunder (includ