AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
LEUCADIA NATIONAL CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned hereby certifies:
1. The name of the Corporation is Leucadia National Corporation (the "Corporation"). The name under which
the Corporation was formed is Talcott National Corporation.
2. The date the Certificate of Incorporation was filed by the Department of State was May 24, 1968.
3. The Corporation is authorized to issue a total of 156,000,000 shares, consisting of 150,000,000 shares of
Common Stock of the par value of $1 per share of Common Stock and 6,000,000 shares of Preferred Stock of
the par value of $1 per share. An amendment of the Corporation's Certificate of Incorporation effected by the
Certificate of Amendment to add the terms of the designations, rights and preference of Series A Non-Voting
Convertible Preferred Stock par value $1 per share (the "Convertible Preferred Stock") is hereby made.
To effect the foregoing, a new Article FIFTH of the Corporation's Certificate of Incorporation, relating to the
Convertible Preferred Stock, is hereby added, and all subsequent Articles of the Corporation's Certificate of
Incorporation are renumbered accordingly. Article FIFTH shall read in its entirety as follows:
FIFTH: The Corporation's Board of Directors has designated 10 shares of Preferred Stock as Series A Non-
Voting Convertible Preferred Stock, which shall have the following designations, rights and preferences:
Section 1. Designation and Amount. The shares of such series shall be designated as the "Series A Non-Voting
Convertible Preferred Stock" (the "Convertible Preferred Stock") and the number of shares constituting such
series shall be ten (10).
Section 2. Dividends and Distribution. (a) The holders of Convertible Preferred Stock, in preference to the
holders of common shares, par value $1.00 per share of the Compa