AGREEMENT made as of the 28 day of December, 1993 by and between LEUCADIA NATIONAL
CORPORATION, a New York corporation (the "Corporation"), and IAN M. CUMMING (the "Executive").
W I T N E S S E T H:
WHEREAS, Executive has been serving as Chairman of the Board and Chief Executive Officer of the
Corporation pursuant to an Agreement, dated as of March 12, l984, by and between the Corporation's
subsidiary, Leucadia, Inc. and the Executive (the "Existing Agreement"); and
WHEREAS, the term of employment under the Existing Agreement extends through June 30, 1994; and
WHEREAS, the Corporation desires to continue the services of Executive as its Chairman and Chief Executive
Officer upon expiration of the Existing Agreement for an extended period and on revised terms and Executive
desires to accept such employment, for the period and upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties
hereto agree as follows:
1. Employment. The Corporation hereby employs Executive as Chairman and Chief Executive Officer, and
Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth.
2. Term. The term of employment of Executive hereunder
shall be for the period commencing July 1, 1994 and ending at the close of business on June 30, 2003, unless
sooner terminated in the manner hereinafter provided.
3. Duties and Services. Executive agrees to serve the Corporation as Chairman and Chief Executive Officer and
also agrees to serve such of its subsidiary and affiliated companies in that capacity as may be designated by the
Corporation, faithfully, diligently and to the best of his ability, under the direction of the Board of Directors of the
Corporation and of such subsidiary and affiliated companies, devoting his time, energy and skill to such
employment, and to perform from time to time such executive services as the Board of Directors shall request,