UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):    February 17, 2012

 
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
NEW YORK
(State or Other Jurisdiction of Incorporation)
 
1-5721
13-2615557
(Commission File Number)
(IRS Employer Identification No.)
 
 
315 PARK AVENUE SOUTH, NEW YORK, NEW YORK
10010
(Address of Principal Executive Offices)
(Zip Code)
 
 
212-460-1900
(Registrant's Telephone Number, Including Area Code)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 1.01.       Entry Into a Material Definitive Agreement
Item 1.02.       Termination of a Material Definitive Agreement

On February 17, 2012, Leucadia National Corporation (the “Company”) and Berkshire Hathaway Inc. (“Berkshire”) executed an Agreement of Terms dated as of December 31, 2011.  Pursuant to the Agreement of Terms, a copy of which is filed at Exhibit 10.1 hereto and is incorporated herein by reference, the Company agreed to guaranty the payment to Berkshire, of 50% of all amounts that Berkshire may pay under Berkshire’s corporate guaranty of a $2.5 billion surety bond issued by a subsidiary of Berkshire in connection with a commercial paper facility of Berkadia Propriety Holding LLC, a company that is jointly owned by Berkshire and the Company.

In connection with entering into the Agreement of Terms, also on February 17, 2012, Berkshire and the Company terminated the previously disclosed $1.5 billion secured credit facility to Berkadia Commercial Mortgage LLC (“BCM”) and the related guaranty by the Company in favor of BH Finance LLC, a subsidiary of Berkshire, of 50% of BCM’s obligations.  The termination was effected pursuant to the General Termination and Release dated as of December 31, 2011 by and among BCM, BH Finance LLC, Baldwin Enterprises, Inc., Berkadia Commercial Mortgage Inc. and the Company.  At termination, no amounts were outstanding under the credit facility.  A copy of the General Termination and Release is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 8.01.       Other

Attached hereto as Exhibit 10.3 is the Form of Grant Letter under the Company’s Amended and Restated 1999 Stock Option Plan.

Item 9.01(c).   Exhibits

Exhibit No.          Description

 
10.1
Agreement of Terms dated as of December 31, 2011 between Leucadia National Corporation and Berkshire Hathaway Inc.
     
 
10.2
General Termination and Release dated as of December 31, 2011 by and among Berkadia Commercial Mortgage LLC, BH Finance LLC, Baldwin Enterprises, Inc., Berkadia Commercial Mortgage Inc. and Leucadia National Corporation.
     
 
10.3
Form of Grant Letter for the Company’s Amended and Restated 1999 Stock Option Plan.
 
 

 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Date:  February 24, 2012    
     
  LEUCADIA NATIONAL CORPORATION  
       
 
By:
/s/ Joseph A. Orlando  
    Name: Joseph A. Orlando  
    Title: Vice President and Chief Financial Officer  
       
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Exhibit Index
Exhibit No.          Description
 

 
10.1
Agreement of Terms dated as of December 31, 2011 between Leucadia National Corporation and Berkshire Hathaway Inc.
     
 
10.2
General Termination and Release dated as of December 31, 2011 by and among Berkadia Commercial Mortgage LLC, BH Finance LLC, Baldwin Enterprises, Inc., Berkadia Commercial Mortgage Inc. and Leucadia National Corporation.
     
 
10.3
Form of Grant Letter for the Company’s Amended and Restated 1999 Stock Option Plan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT 10.1
AGREEMENT OF TERMS



THIS AGREEMENT OF TERMS (this “Agreement”) is made as of December 31, 2011, by and between Berkshire Hathaway Inc. (“ Berkshire ”) and Leucadia National Corporation (“ Leucadia ”), each of which indirectly owns 50% of the equity of Berkadia Commercial Partners LLC and Berkadia Commercial Holding LLC, and their wholly-owned subsidiaries (collectively, “ Berkadia ”).
 
Reference is made to the Second Amended and Restated Surety Bond (Agreement No.: 91SPL100128) issued by Columbia Insurance Company, an affiliate of Berkshire (“Columbia”), having an effective date of December 31, 2011 with an aggregate surety limit of $2,500,000,000 (Two Billion Five Hundred Million Dollars) (the “ Surety Bond ”) and Berkshire’s corporate guaranty thereof (the “ BH Guaranty ”).
 
Leucadia and Berkshire hereby agree, in recognition of their individual 50% equity interest in Berkadia and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged that Leucadia, on behalf of itself and any successors, unconditionally guarantees the due and punctual payment to Berkshire of 50% of all amounts that Berkshire pays under the BH Guaranty; provided , however , that in no event shall there be a duplication of liability under the Surety Bond and the BH Guaranty.  This shall be a guaranty of payment and not of collection.
 
If either Columbia or BH ultimately recovers any amounts that have been paid under the Surety Bond or the BH Guaranty, or if amounts paid under this Agreement are paid in error, an appropriate payment shall be made by BH to Leucadia to reflect the 50-50 sharing of losses contemplated hereby.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
 
 
 
LEUCADIA NATIONAL CORPORATION
     
     
     
 
By:
  /s/  Joseph A. Orlando
   
Name:
Joseph A. Orlando
   
Title:
Vice President 
   
 
 
 
 
 
BERKSHIRE HATHAWAY INC.
     
     
     
 
By:
  /s/  Marc D. Hamburg
   
Name:
Marc D. Hamburg
   
Title:
President 

 
 
EXHIBIT 10.2
GENERAL TERMINATION AND RELEASE
 
THIS GENERAL TERMINATION AND RELEASE (this “ Agreement ”) is dated as of December 31, 2011 (the “ Effective Date ”), and is by and among BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (the “ Borrower ”), BH FINANCE LLC, a Nebraska limited liability company (the “ BH Finance ”), as a lender under the Credit Agreement referred to below, Baldwin Enterprises, Inc., a Colorado corporation as a participant under the Credit Agreement referred to below (the “ Participant ”; together with BH Finance, the “ Lenders ”), BERKADIA COMMERCIAL MORTGAGE INC., a Delaware corporation (“ BCM-Inc. ”), as the guarantor under the Subsidiary Guaranty referred to below, and LEUCADIA NATIONAL CORPORATION, a New York corporation (“ Leucadia ”; together with the Borrower, the Lenders and BCM-Inc, the “ Parties ”), as the guarantor under the Guaranty referred to below.
 
RECITALS
 
WHEREAS, reference is made to that certain Credit Agreement, dated as of December 10, 2009 between the Borrower and the Lender (as amended by that certain Amendment No. 1 To Credit Agreement dated as of October 29, 2010, that certain Amendment No. 2 To Credit Agreement dated as of July 29, 2011, as the same have been or may be amended, restated, supplemented or extended, the “ Credit Agreement ”), pursuant to which the Lenders agreed to make Loans to the Borrower upon the terms and subject to the conditions specified in the Credit Agreement.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement; and
 
WHEREAS, reference is made to that certain Subsidiary Guaranty, dated as of December 10, 2009 by BCM-Inc, as the guarantor, in favour of BH Finance (the “ Subsidiary Guaranty ”), pursuant to which BCM-Inc agreed to guaranty the payment and performance of the obligations of the Borrower under the Credit Agreement; and
 
WHEREAS, reference is made to that certain Guaranty, dated as of December 10, 2009 by Leucadia, as the guarantor, in favour of BH Finance (as amended by Amendment No. 1 to Guaranty dated as of October 29, 2010, the “ Leucadia Guaranty ”; together with the Subsidiary Guaranty, the “ Guarantees ”), pursuant to which Leucadia agreed to guaranty the payment and performance of up to 50% of the obligations of the Borrower under the Credit Agreement; and
 
WHEREAS, reference is made to that certain First Lien Security Agreement, dated as of December 10, 2009 by the Borrower and BCM-Inc., as pledgors, in favour of BH Finance, as the pledgee (as amended by Amendment No. 1 To First Lien Security Agreement dated as of July 29, 2011, as the same have been or may be amended , restated, supplemented or extended, the “ Security Agreement ”); and
 
WHEREAS, the Parties have agreed that (a) the Credit Agreement be terminated in all respects and that all parties thereto be released from all further obligations thereunder, (b) the Subsidiary Guaranty and the Leucadia Guaranty be terminated in all respects and that BCM-Inc and Leucadia, respectively, be released from all further obligations thereunder and (c) the Security Agreement be terminated in all respects, all security interests granted thereunder be released, and that all parties thereto be released from all further obligations thereunder, in each case as set forth below.
 

 
 
 

NOW THEREFORE, with intent to be legally bound hereby and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
 
SECTION 1.     Termination, Release and Discharge .
 
(a)   The Lenders hereby acknowledge that on the Effective Date the Borrower has paid in full all of the Indebtedness and other Obligations arising under the Credit Agreement, and the Lenders hereby agree that on the Effective Date:
 
(i)   all Obligations of the Loan Parties under the Credit Agreement shall terminate and be deemed satisfied in full, and the Loan Parties shall be released from any and all Obligations arising under the Credit Agreement;
 
(ii)   all obligations under the Guarantees shall terminate and be deemed satisfied in full, and all parties thereto shall be released from any and all obligations arising under the Guarantees;
 
(iii)   the Loan Parties shall be deemed to have satisfied in full, and shall be discharged from, any and all of their obligations and shall be released from all liabilities arising under the Loan Documents, and all documents and agreements delivered pursuant to any such documents or agreements, or otherwise executed or delivered in connection therewith;
 
(iv)   the Lenders shall terminate any security interests and liens granted to the Lenders in connection with the Loan Documents, or any and all documents and agreements delivered pursuant to any such documents or agreements, or otherwise executed or delivered in connection therewith; and
 
(v)   the undersigned authorized representative of Lenders, hereby acknowledges and agrees that: (a) its security interest in and lien on the assets in which each of Borrower and BCM-Inc (collectively, the “Pledgors”) has an interest have been fully and finally released, and (b) pursuant to Section 9A-509 of the Uniform Commercial Code, Lenders hereby irrevocably authorize each of the Pledgors, and such other persons, entities or agents (including without limitation Troutman Sanders LLP) as either of the Pledgors shall direct, to file UCC-3 amendments terminating all UCC financing statements naming either of the Pledgors as debtor and Lenders as secured party on file in any public filing office, including without limitation on file with the Delaware Department of State.
 
(b)   The Lenders further agree that from and after the Effective Date:
 
(i)   all Collateral shall be released and discharged from the security interests granted to the Lenders pursuant to the Collateral Documents, automatically and without further action by the Lenders, and the Lenders will forthwith terminate and release any security interests and any and all liens granted in connection therewith; and
 
(ii)   the Collateral pledged by the Loan Parties shall be released and discharged from the security interests granted to the Lenders by the Loan Parties pursuant to the Collateral Documents, automatically and without further action by the Lenders, and the Lenders will forthwith terminate and release any and all security interests and any and all liens granted in connection therewith.
 

 
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(c)   The Lenders further agree that, on the Effective Date they will return to the Borrower (or its agent, attorney or designee):
 
(i)   the Note; and
 
(ii)   the Guarantees,
 
it being expressly understood by all parties hereto that, as of the Effective Date, the Note and the Guarantees are effectively cancelled, null and void, and of no further force and effect, and that the return of same is merely an administrative matter.  The Lenders, by execution hereof, hereby represent that they have the authority to grant the releases and discharges set forth herein without the joinder of any other party.
 
(d)   Notwithstanding anything to the contrary contained in the preceding paragraphs (a) through (c) of this Section 1 , all obligations and duties of the Loan Parties which, by their terms, specifically survive the repayment of the Obligations shall not be deemed to have been terminated or released pursuant to this Agreement.
 
SECTION 2.     Return of Collateral .  The Lenders hereby acknowledge and agree that on the Effective Date they shall give such notices and/or surrender to the Borrower (or to such other Person as the Borrower shall direct in writing) all of the certificates, instruments, and stock powers representing, evidencing, securing or perfecting a security interest in any Collateral previously delivered to the Lenders (including without limitation, the Note and the Guarantees that have previously been addressed in Section 1 hereof).
 
SECTION 3.     Waiver .  The Lenders, by execution hereof, waive the formal notice and timing of any prepayment requirements set forth in the Credit Agreement, if any.
 
SECTION 4.     Further Assurances .
 
(a)   The Lenders agrees that they shall, from time to time, execute, acknowledge and deliver to the Borrower, or its successors or assigns, or its agents, attorneys or designees, such instruments, agreements, notices and other documents as the Borrower, or its successors or assigns, shall reasonably request in order to further evidence the releases and discharges described in Section 1 and Section 2 hereof.
 
(b)   Upon this Agreement becoming effective, the Lenders immediately authorize the Borrower (or its agents, attorneys or designees) to prepare and file and/or record (i) UCC-3 termination statements (where relevant) and (ii) any other releases terminating the security interests granted to the Lenders.
 
SECTION 5.     Governing Law .  This Agreement shall be governed by and construed in accordance with the law of the State of New York.
 
SECTION 6.     Counterparts .  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which, taken together, shall constitute one and the same document.
 
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 

 
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment as of the day and year first above written.
 

 
 
BERKADIA COMMERCIAL MORTGAGE LLC
     
 
By:
/s/ Randall L. Jenson
 
Name:
Randall L. Jenson
 
Title:
President & CFO
   
   
 
BH FINANCE LLC
     
 
By:
/s/ Marc D. Hamburg
 
Name:
Marc D. Hamburg
 
Title:
President
   
   
 
BALDWIN ENTERPRISES, INC.
     
 
By:
/s/ Joseph A. Orlando
 
Name:
Joseph A. Orlando
 
Title:
Vice President
   
   
 
BERKADIA COMMERCIAL MORTGAGE INC.
     
 
By:
/s/ Randall L. Jenson
 
Name:
Randall L. Jenson
 
Title:
President & CFO
   
   
 
LEUCADIA NATIONAL CORPORATION
     
 
By:
/s/ Joseph A. Orlando
 
Name:
Joseph A. Orlando
 
Title:
Vice President

 
 
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EXHIBIT 10.3






[                  ]



«GENDER» «FNAME» «LNAME»
«ADDRESS»
«ADDRESS2»
«CITY» «STATE»  «ZIP»


Re: Grant of Incentive Stock Option


Dear «NAME2» :

The shareholder approved stock option plan, as amended and restated (the “Plan”) of Leucadia National Corporation (the “Company”) provides for the grant of certain rights and options to directors of the Company and certain key employees of the Company and its subsidiaries and parent corporations.  A copy of the Plan is annexed hereto and shall be deemed a part hereof as if fully set forth herein.  Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

Subject to the provisions of this Letter Agreement and the provisions of the Plan, the Company hereby grants to you on the date hereof (the “Grant Date”), as a matter of separate inducement and not in lieu of any salary or other compensation for your services, the right and option (the “Option”) to purchase, an aggregate of «OPTIONS» Common Shares, par value $1.00 per share, of the Company at a price of $_______per share, such option price being, in the judgment of the Committee, not less than one hundred percent (100%) of the Fair Market Value of a Common Share at the Grant Date.  The option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, but it is specifically understood that no warranty is made to you as to such qualification.

THE COMPANY SHALL BE ENTITLED TO CANCEL ALL OR PART OF THE OPTION GRANTED HEREUNDER OR REQUIRE PAYMENT BY YOU TO THE COMPANY OF ALL OR PART OF ANY AMOUNT RECEIVED BY YOU FOLLOWING THE EXERCISE OF THE OPTION TO THE EXTENT REQUIRED FOR THE COMPANY TO COMPLY WITH ANY FUTURE RULES OR REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, NEW YORK STOCK EXCHANGE OR ANY OTHER GOVERNMENTAL AGENCY GOVERNING THE COMPANY, AS SUCH MAY BE AMENDED FROM TIME TO TIME.

Subject to the provisions and limitations of Articles VI, VIII and XVI of the Plan, this Option may be exercised by you, on a cumulative basis, during a period of five (5) years commencing [ONE YEAR FROM GRANT DATE] and terminating at the close of business on [FIVE YEARS FROM GRANT DATE] as follows:

 
 
 

(a) this Option may not be exercised by you during the period from Grant Date to, but not including [ONE YEAR FROM GRANT DATE]

(b) up to twenty percent (20%) of the total number of shares subject to this Option may be purchased by you beginning [ONE YEAR FROM GRANT DATE];

(c) up to an additional twenty percent (20%) of the total number of shares subject to this Option may be purchased by you beginning [TWO YEARS FROM GRANT DATE];

(d) up to an additional twenty percent (20%) of the total number of shares subject to this Option may be purchased by you beginning [THREE YEARS FROM GRANT DATE];

(e) up to an additional twenty percent (20%) of the total number of shares subject to this Option may be purchased by you beginning [FOUR YEARS FROM GRANT DATE] ; and

(f) the balance of the total number of shares subject to this Option may be purchased by you beginning [FIVE YEARS FROM GRANT DATE].

The unexercised portion of the Option granted herein will automatically and without notice terminate and become null and void at the close of business on [SIX YEARS FROM GRANT DATE], (the “Expiration Date”).  If, however, prior to the Expiration Date, your employment with the Company and any parent or subsidiary corporation of the Company terminates, or a change in control of any such entity results in a termination of your employment as provided in the Plan, unless otherwise provided by the Committee, this Option will terminate on the applicable date as described below; p rovided , however , that none of the events described below shall extend the period of exercisability of this Option beyond the Expiration Date:
 
 
(a) the date of termination, if your employment is terminated other than by reason of death, disability or retirement or if you are dismissed for cause (as defined by the Plan);

(b) the expiration of one (1) year after your death if your death occurs either during your employment or within the three-month or one-year period after the termination of your employment specified in clauses (c) and (d) below, except that your Option will be exercisable during such one-year period only to the extent that it would have been exercisable on the date of your death;

(c) the expiration of three (3) months from the date of termination of your employment by reasons of your retirement or dismissal other than for cause (as defined in the Plan), except that your Option will be exercisable during such three-month period only to the extent that it would have been exercisable immediately prior to the termination of your employment; or

(d) the expiration of one (1) year after the termination of your employment by reason of your disability (as defined by the Plan), except that your Option will be exercisable during such one-year period only to the extent that it would have been exercisable immediately prior to the termination of your employment.

In no event may you exercise this Option for a fraction of a share.

In the event of any change in corporate capitalization (including, but not limited to, a change in the number of Common Shares outstanding), such as a stock split or corporate transaction such as a merger, consolidation, reorganization, spin-off (or other distribution of stock or property of the Company), the number and kind of shares subject to the Option and/or exercise price per share shall be equitably adjusted by the Committee as it may deem appropriate

 
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in its sole discretion.  The determination of the Committee regarding any adjustment will be final and conclusive.

The Option shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Common Shares subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body, or (iii) an agreement by you with respect to the disposition of Common Shares is necessary or desirable as a condition of, or in connection with, the sale or purchase of shares pursuant thereto, then in any such event, the issuance or delivery of shares issuable pursuant to Option shall be delayed until such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

This Option is not transferable by you otherwise than by will or the laws of descent and distribution, and is exercisable, during your lifetime, only by you.  This Option may not be assigned, transferred (except by will or the laws of descent and distribution), pledged or hypothecated in any way (whether by operation of the law or otherwise) and shall not be subject to execution, attachment or similar proceeding.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof, and the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect.

In the event of an “Extraordinary Event” (as defined in the Plan) with respect to the Company (including a change in control of the Company), all then outstanding Options that have not vested or become exercisable at the time of the Extraordinary Event will immediately become exercisable.  The Committee may in its discretion determine that upon the occurrence of an Extraordinary Event each outstanding Option shall terminate within a specified number of days after notice to the holder.  In such event, your rights will be as specified in Article XVI of the Plan.

Any exercise of this Option shall be in writing addressed to the Corporate Secretary of the Company at the principal place of business of the Company, and shall be accompanied by a certified or bank cashier's check to the order of the Company in the full amount of the purchase price of the shares so purchased; provided , however , that in lieu of cash you may, to the extent permitted by applicable law, exercise this Option, in whole or in part, by delivering to the Company shares of the Company (in proper form for transfer and accompanied by all requisite stock transfer tax stamps or cash in lieu thereof) owned by you having a fair market value equal to the cash exercise price applicable to that portion of the Option being exercised by the delivery of such shares.

If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing the shares purchased pursuant to the exercise of this Option shall bear an appropriate legend in form and substance, as determined by the Company, giving notice of applicable restrictions on transfer under or in respect of such laws.

You hereby covenant and agree with the Company that if, at the time of exercise of this Option, there does not exist a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the “Act”), which Registration Statement shall have become effective and shall include a prospectus which is current with respect to the shares subject to this Option (i) that you are purchasing shares for your own account and not with a view to the resale or distribution thereof, and (ii) that any subsequent offer for sale or sale of any such shares shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares

 
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being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, you shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion from or approved by the Company as to the applicability of such exemption.

You hereby acknowledge that the Company may endorse a legend upon the certificate evidencing the Common Shares as the Company, in its sole discretion, determines to be necessary and appropriate to implement the terms of the Plan.

As provided in the Plan, the Company may withhold from the sums due or to become due to you from the Company an amount necessary to satisfy its obligation to withhold taxes incurred by reason of the disposition of the shares acquired by exercise of this Option in a disqualifying disposition (within the meaning of Section 421(b) of the Code), or may require you to reimburse the Company in such amount.  The Company may hold the stock certificate to which you are entitled upon the exercise of this Option as security for the payment of withholding tax liability, until cash sufficient to pay such liability has been accumulated, collected or received by the Company.  The Committee may permit you to (i) direct the Company satisfy the withholding tax obligation through the withholding of Common Shares that would have otherwise been issuable to you, or (ii) tender to the Company other Common Shares owned by you.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares acquired pursuant to exercise of the Option, together with any and all fees and expenses necessarily incurred by the Company in connection therewith.

In the event of any conflict between this Letter Agreement and the Plan, the Plan shall control.  In the event of any ambiguity in this Letter Agreement, or any matters as to which this Letter Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

 
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Please indicate your acceptance of all the terms and conditions of this Option and the Plan by signing and returning a copy of this letter.

 
 
     
Very truly yours,
 
         
     
LEUCADIA NATIONAL CORPORATION
 
         
         
         
 
   
Ian M. Cumming
 
 
   
Chairman
 
         
         
Accepted:
       
         
         
Signature of Employee
       
         
         
         
Name of Employee - Please Print
       
         
         
Date:           
         








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