Edgar Filing: LEUCADIA NATIONAL CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

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LEUCADIA NATIONAL CORPORATION
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LEUCADIA NATIONAL CORPORATION

315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2004

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April 16, 2004

To our common shareholders:

You are cordially invited to attend the annual meeting of
shareholders of Leucadia National Corporation to be held on May 11, 2004, at
11:00 a.m., at Credit Suisse First Boston, 11 Madison Avenue, Level 2B
Auditorium, New York, New York:

1. To elect eight directors.

2. To approve an amendment to our certificate of incorporation
extending the expiration date of certain restrictions on the transferability of
our common shares to December 31, 2024. Currently, the transfer restrictions
expire on December 31, 2005.

3. To ratify the selection of PricewaterhouseCoopers LLP as
independent auditors to audit the consolidated financial statements of our
company and our subsidiaries for the year ended December 31, 2004.

4. To transact any other business as may properly come before the
meeting or any adjournments of the meeting.

Only holders of record of our common shares at the close of business
on April 8, 2004 will be entitled to notice of and to vote at the meeting.
Please vote your shares, either (i) by signing, dating and mailing the enclosed
proxy card in the accompanying postage prepaid envelope, (ii) by telephone using
the toll-free telephone number printed on the proxy card, or (iii) by voting on
the Internet, using the instructions printed on the proxy card. This will assure
that your shares are represented at the meeting.

By Order of the Board of Directors.

/s/ Laura E. Ulbrandt
LAURA E. ULBRANDT
Secretary

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LEUCADIA NATIONAL CORPORATION

315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010

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PROXY STATEMENT

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ANNUAL MEETING OF SHAREHOLDERS

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April 16, 2004

This proxy statement is being furnished to the shareholders of
Leucadia National Corporation, a New York corporation, in connection with the
solicitation of proxies by the Board of Directors for use at the annual meeting
of shareholders of the company to be held on May 11, 2004 and at any
adjournments thereof.

At the meeting, shareholders will be asked:

1. To elect eight directors.

4. To transact any other business as may properly come before the
meeting or any adjournments of the meeting.

The Board of Directors has fixed the close of business on April 8,
2004 as the record date for the determination of the holders of our common
shares, par value $1.00 per share, entitled to notice of and to vote at the
meeting. Each eligible shareholder will be entitled to one vote for each common
share held on all matters to come before the meeting and may vote in person or
by proxy by completing the enclosed proxy card and returning it in the enclosed
postage prepaid envelope or, as indicated on the proxy card, by voting on the
Internet or by voting by telephone. At the close of business on April 8, 2004,
there were 70,872,502 common shares entitled to vote.

This proxy statement and the accompanying form of proxy are first
being sent to holders of the common shares on or about April 16, 2004.

THE MEETING

DATE, TIME AND PLACE

The annual meeting will be held on May 11, 2004, at 11:00 a.m., local
time, at Credit Suisse First Boston, 11 Madison Avenue, Level 2B Auditorium, New
York, New York.

MATTERS TO BE CONSIDERED

At the meeting, shareholders will be asked to consider and vote to
elect eight directors, to approve an amendment to our certificate of
incorporation extending the expiration date of certain restrictions on the
transferability of our common shares to December 31, 2024 and to ratify the
selection of independent auditors. See "ELECTION OF DIRECTORS," "PROPOSED
AMENDMENT TO CERTIFICATE OF INCORPORATION" and "RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS." The Board of Directors does not know of any matters to be
brought before the meeting other than as set forth in the notice of meeting. If
any other matters properly come before the meeting, the persons named in the
enclosed form of proxy or their substitutes will vote in accordance with their
best judgment on such matters.

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE

Shareholders as of the record date, i.e., the close of business on
April 8, 2004, are entitled to notice of and to vote at the meeting. As of the
record date, there were 70,872,502 common shares outstanding and entitled to
vote, with each share entitled to one vote.

REQUIRED VOTES

Election of Directors. Under New York law, the affirmative vote of
the holders of a plurality of the common shares voted at the meeting is required
to elect each director. Consequently, only shares that are voted in favor of a
particular nominee will be counted toward the nominee's achievement of a
plurality. Shares present at the meeting that are not voted for a particular
nominee or shares present by proxy where the shareholder properly withholds
authority to vote for the nominee, including broker non-votes, will not be
counted toward the nominee's achievement of a plurality.

Approval of Amendment to Certificate of Incorporation. Approval of
the amendment to our certificate of incorporation requires the affirmative vote
of the holders of a majority of the outstanding common shares. Abstentions and
broker non-votes will be treated as votes against the proposal to approve the
amendment to our certificate of incorporation.

Selection of Auditors. The ratification of the selection of
PricewaterhouseCoopers LLP as independent auditors is being submitted to
shareholders because we believe that this action follows sound corporate
practice and is in the best interests of the shareholders. If the shareholders
do not ratify the selection by the affirmative vote of the holders of a majority
of the common shares voted at the meeting, the Audit Committee of the Board of
Directors will reconsider the selection of independent auditors, but such a vote
will not be binding on the Audit Committee. If the shareholders ratify the
selection, the Audit Committee, in its discretion, may still direct the
appointment of new independent auditors at any time during the year if they
believe that this change would be in our and our shareholders' best interests.
Abstentions and broker non-votes are not counted in determining the votes cast
in connection with the ratification of auditors, but do have the effect of
reducing the number of affirmative votes required to achieve a majority for this
matter by reducing the total number of shares from which the majority is
calculated.

Ian M. Cumming, Chairman of the Board of Directors of our company,
beneficially owns 9,001,795 or approximately 12.7% of the common shares
outstanding at the record date, excluding 370,000 common shares which Mr.
Cumming and his family currently have the right to acquire upon the exercise of
warrants. Joseph S. Steinberg, a Director and President of our company,
beneficially owns 8,818,385 or approximately 12.4% of the common shares
outstanding at the record date, excluding 400,000 common shares which Mr.
Steinberg currently has the right to acquire upon exercise of warrants. Two
trusts for the benefit of Mr. Steinberg's children beneficially own 1,107,646 or
approximately 1.6% of the common shares outstanding at the record date. Mr.
Steinberg disclaims beneficial ownership of the common shares held by these
trusts. The Cumming Foundation, a private charitable foundation established by
Mr. Cumming, beneficially owns 29,734 or less than .1% of the common shares
outstanding at the record date. Mr. Cumming disclaims beneficial ownership of
the common shares held by his private charitable foundation. Messrs. Cumming and
Steinberg have advised us that they intend to cause all common shares that they
beneficially own and, in the case of Mr. Cumming, all common shares beneficially
owned by his charitable foundation, to be voted in favor of each nominee named
herein, the proposed amendment to our certificate of incorporation and
ratification of the selection of independent auditors. In addition to Messrs.
Cumming and Steinberg, all our other directors and officers beneficially own
approximately .2% of the common shares outstanding at the record date, excluding
common shares acquirable upon the exercise of options.

VOTING AND REVOCATION OF PROXIES

Shareholders are requested to vote by proxy in one of three ways:

o Use the toll-free telephone number shown on your proxy card;

o Visit the Internet website at www.voteproxy.com and follow
the on-screen instructions; or

o Mail, date, sign and promptly return your proxy card in the
enclosed postage prepaid envelope.

Common shares represented by properly executed proxies, received by
us or voted by telephone or via the Internet, which are not revoked will be
voted at the meeting in accordance with the instructions contained therein. If
instructions are not given, proxies will be voted FOR election of each nominee
for director named, FOR approval of the proposed amendment to our certificate of
incorporation and FOR ratification of the selection of independent auditors.

Voting instructions, including instructions for both telephonic and
Internet voting, are provided on the proxy card. The Internet and telephone
voting procedures are designed to authenticate shareholder identities, to allow
shareholders to give voting instructions and to confirm that shareholders'
instructions have been recorded properly. A control number, located on the proxy
card, will identify shareholders and allow them to vote their shares and confirm
that their voting instructions have been properly recorded. Shareholders voting
via the Internet should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, that must be borne by the shareholder. If you do vote by
Internet or telephone, it will not be necessary to return your proxy card.

If your shares are held in the name of a bank or broker, follow the
voting instructions on the form you receive from your record holder. The
availability of Internet and telephone voting will depend on their voting
procedures.

If a shareholder neither returns a signed proxy card, votes by the
Internet or by telephone, nor attends the meeting and votes in person, his or
her shares will not be voted.

Any proxy signed and returned by a shareholder or voted by telephone
or via the Internet may be revoked at any time before it is exercised by giving
written notice of revocation to the Secretary of our company, at our address set
forth herein, by executing and delivering a later-dated proxy, either in
writing, by telephone or via the Internet, or by voting in person at the
meeting. Attendance at the meeting will not alone constitute revocation of a
proxy.

PROXY SOLICITATION

We will bear the costs of solicitation of proxies for the meeting. In
addition to solicitation by mail, directors, officers and our regular employees
may solicit proxies from shareholders by telephone, telegram, personal interview
or otherwise. These directors, officers and employees will not receive
additional compensation, but may be reimbursed for out-of-pocket expenses in
connection with this solicitation. In addition to solicitation by our directors,
officers and employees, we have engaged Innisfree M&A Incorporated, a proxy
solicitation agent, in connection with the solicitation of proxies for the
meeting. We will bear the costs of the fees for the solicitation agent, which
are not expected to exceed $6,000. Brokers, nominees, fiduciaries and other
custodians have been requested to forward soliciting material to the beneficial
owners of common shares held of record by them, and these custodians will be
reimbursed for their reasonable expenses.

INDEPENDENT AUDITORS

We have been advised that representatives of PricewaterhouseCoopers
LLP, our independent auditors for 2003, will attend the meeting, will have an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

ELECTION OF DIRECTORS

At the meeting, eight directors are to be elected to serve until the
next meeting or until their successors are elected and qualified. All of the
following nominees are currently serving as directors. At a meeting of the Board
of Directors held on March 9, 2004, upon unanimous recommendation of the
Nominating and Governance Committee, the Board of Directors unanimously voted in
favor of increasing the size of the Board of Directors to eight members and
elected Alan J. Hirschfield and Jeffrey C. Keil as directors to fill such newly
created directorships, effective April 1, 2004. Each of Mr. Hirschfield and Mr.
Keil were recommended to the Nominating and Corporate Governance Committee by
the Chairman of the Board and the President. Mr. Hirschfield and Mr. Keil had
served as Leucadia's designees to the Board of Directors of WilTel
Communications Group, Inc. from WilTel's emergence from chapter 11 proceedings
in October 2002 until it became a wholly-owned subsidiary of ours in November
2003.

The persons named in the enclosed form of proxy have advised that,
unless contrary instructions are received, they intend to vote FOR the eight
nominees named by the Board of Directors and listed on the following table. The
Board of Directors does not expect that any of the nominees will be unavailable
for election as a director. However, if by reason of an unexpected occurrence
one or more of the nominees is not available for election, the persons named in
the form of proxy have advised that they will vote for the substitute nominees
as the Board of Directors may propose. The following information is as of April
8, 2004.

NAME AND PRESENT POSITION, AGE, PERIOD SERVED AS DIRECTOR, OTHER
IF ANY, WITH THE COMPANY BUSINESS EXPERIENCE DURING THE LAST FIVE
------------------------ YEARS AND FAMILY RELATIONSHIPS, IF ANY
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Ian M. Cumming,
Chairman of the Board............ Mr. Cumming, 63, has served as a director
and our Chairman of the Board since June
1978. In addition, he is Chairman of the
Board of The FINOVA Group Inc. FINOVA is a
middle market lender, in which we have an
indirect 25% equity interest. Mr. Cumming is
also a director of Skywest, Inc., a
Utah-based regional air carrier, and HomeFed
Corporation, a publicly held real estate
development company, in which we have an
approximate 30% equity interest, Mr. Cumming
has an approximate 9.4% equity interest and
a private charitable foundation as to which
Mr. Cumming disclaims beneficial ownership
has a less than .1% equity interest.

Lawrence D. Glaubinger............. Mr. Glaubinger, 78, has served as a director
since May 1979. Mr. Glaubinger is a private
investor. He was Chairman of the Board of
Stern & Stern Industries, Inc., a New York
corporation, which primarily manufactures
and sells industrial textiles, from November
1977 through 2000. He has also been
President of Lawrence Economic Consulting
Inc., a management consulting firm, since
January 1977 and a manager of Bee Gee
Trading Company LLC, a private commodities
trading company, since July 2003. Mr.
Glaubinger is a director of Marisa Christina
Inc., an importer of women's clothing.

Alan J. Hirschfield................ Mr. Hirschfield, 68, has served as a
director since April 2004. Mr. Hirschfield
is a private investor and consultant. From
1992 to 2000, he was Co-Chief Executive
Officer of Data Broadcasting Corporation,
which merged with Financial Times/Pearsons,
Inc. Prior to that time, Mr. Hirschfield has
held executive positions in the financial
and media industries. He is a director of
Carmike Cinemas, Inc., a publicly held
motion picture exhibitor in the United
States, in which we have an approximate 6%
equity interest, Interactive Data
Corporation (formerly Data Broadcasting
Corporation), a global provider of financial
and business information, Peregrine Systems
Inc., a business software provider, and J
Net Enterprises, Inc., a holding company,
and is a director and Vice-Chairman of
Cantel Medical Corp., a healthcare company.

James E. Jordan.................... Mr. Jordan, 60, has served as a director
since February 1981. Since July 2002, Mr.
Jordan has been the Managing Director of
Arnhold and S. Bleichroeder Advisers, LLC, a
privately owned global investment management
company. Prior to that time, Mr. Jordan was
a private investor and from October 1986 to
June 1997, he was the President of The
William Penn Corporation, a holding company
for an investment advisor to the William
Penn family of mutual funds. During that
period, we beneficially owned approximately
19.7% of the common stock of William Penn.
Mr. Jordan is a director of First Eagle
family of mutual funds and JZ Equity
Partners Plc., a British investment trust
company.

Jeffrey C. Keil.................... Mr. Keil, 60, has served as a director since
April 2004. Mr. Keil has been President of
Ellesse, LLC, a private advisory company,
since July 2001. From January 1998 to June
2001, Mr. Keil was Chairman of the Executive
Committee of International Real Returns,
LLC, a private investment advisor. From 1996
to January 1998, Mr. Keil was a General
Partner of Keil Investment Partners, a
private fund that invested in the financial
sector in Israel. From 1984 to 1996, Mr.
Keil was President and a director of
Republic New York Corporation and Vice
Chairman of Republic National Bank of New
York. He is a director of Anthracite
Capital, Inc., a real estate finance
company.

Joseph S. Steinberg, President..... Mr. Steinberg, 60, has served as a director
since December 1978 and as our President
since January 1979. He is also a director of
FINOVA, Jordan Industries, Inc., a public
company, of which we beneficially own
approximately 10.1% of the common stock,
which owns and manages manufacturing
companies, and White Mountains Insurance
Group, Ltd., a publicly traded insurance
holding company in which we have a less than
5% equity interest. In addition, Mr.
Steinberg is Chairman of the Board of
HomeFed; Mr. Steinberg has an approximate
8.7% equity interest in HomeFed, trusts for
the benefit of Mr. Steinberg's children have
a 1.1% equity interest and a private
charitable trust as to which Mr. Steinberg
disclaims beneficial ownership has a less
than .1% equity interest.

The Board of Directors recommends a vote FOR the above-named nominees.

INFORMATION CONCERNING

THE BOARD OF DIRECTORS AND BOARD COMMITTEES

THE BOARD OF DIRECTORS

In accordance with the requirements of the New York Stock Exchange,
the principal exchange on which the company's common shares are traded, the
Board has determined that each of our directors is independent, other than Ian
M. Cumming and Joseph S. Steinberg, the Chairman and the President,
respectively, of our company.

MEETINGS AND COMMITTEES

During 2003, the Board of Directors held nine meetings and took
action on numerous other occasions.

The Board of Directors has a standing Audit Committee, Executive
Committee, Compensation Committee and Nominating and Corporate Governance
Committee.

The functions of the Audit Committee are to assist the Board of
Directors in fulfilling its responsibility to oversee the conduct and integrity
of our financial reporting and financial statements filed with the Securities
and Exchange Commission, the scope and performance of our internal audit
function, our systems of internal accounting and financial disclosure controls,
compliance with legal and regulatory requirements, our Code of Business Practice
and Code of Practice, and preparation of the audit committee report. In
discharging its duties, the Audit Committee, among other things, has the sole
authority to appoint (subject to shareholder ratification, which is not binding
on the Audit Committee), compensate (including fee pre-approvals), evaluate and
replace the independent auditors, oversee their scope of work, independence and
their engagement for any other services, and meets independently with those
persons performing the company's internal auditing function, as well as the
company's independent auditors and senior management.

During 2003, the Chairman of the Audit Committee met once with our
management and independent auditors, and the Audit Committee as a whole met with
management and the independent auditors nine times. At such meetings, the Audit
Committee also met with the independent auditors without management present. The
Board of Directors has adopted a charter for the Audit Committee, which is
attached as Annex A and is also available on our website, www.leucadia.com. See
"Annual Report and Company Information" below. Prior to April 1, 2004, the Audit
Committee members were Messrs. Jordan (Chairman), Glaubinger and Nichols.
Effective April 1, 2004, the Audit Committee consists of Messrs. Keil
(Chairman), Dougan, Hirschfield, Jordan and Nichols. The Board has determined
that each of Messrs. Keil and Hirschfield is qualified as an audit committee
financial expert within the meaning of regulations of the Securities and
Exchange Commission, thereby satisfying the financial expertise requirement of
the listing standards of the New York Stock Exchange, and that each member of
the Audit Committee is financially literate.

The function of the Executive Committee is to exercise the authority
of the Board of Directors in the management of our business at such times as the
full Board of Directors is unavailable in accordance with New York law. The
Executive Committee, which did not meet during 2003, consists of Messrs. Cumming
(Chairman), Steinberg, Jordan and Glaubinger.

The functions of the Compensation Committee (formerly, the Employee
Benefits Committee) are to review compensation of the Chairman of the Board and
President, and employee benefit and incentive plans, including the 2003 Senior
Executive Annual Incentive Bonus Plan and the Senior Executive Warrant Plan and,
effective as of April 1, 2004, administer our 1999 Stock Option Plan. The Board
of Directors has adopted a charter for the Compensation Committee, which is
attached as Annex B and is also available on our website. See "Annual Report and
Company Information" below. The Compensation Committee met three times during
2003. The Compensation Committee consists of Messrs. Nichols (Chairman),
Glaubinger and Jordan.

Prior to April 1, 2004, the Option Committee administered the terms
of our 1999 Stock Option Plan. The Option Committee took action on two occasions
during 2003 and consisted of Messrs. Jordan (Chairman), Glaubinger and Nichols.
Effective April 1, 2004, the Option Committee was disbanded and the
responsibilities of the Committee were transferred to the Compensation
Committee.

The function of the Nominating and Corporate Governance Committee
(formerly, the Nominating Committee) is to assist the Board by identifying
qualified candidates to serve as directors and recommend to the Board candidates
for election to the Board; developing and recommending to the Board corporate
governance guidelines; overseeing the evaluations of the Board and management;
and conducting an annual performance self-evaluation The Board of Directors has
adopted a charter for the Nominating and Corporate Governance Committee, which
is attached as Annex C and is also available on our website. See "Annual Report
and Company Information" below. The Nominating Committee took action on one
occasion during 2003 and consists of Messrs. Jordan (Chairman), Dougan and
Nichols.

The information contained in this proxy statement with respect to the
Audit Committee charter, the Compensation Committee charter, the Nominating and
Corporate Governance Committee charter and the independence of the
non-management members of the Board of Directors shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall the information be incorporated by reference into any
future filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that we specifically incorporate it by reference in a
filing.

A shareholder entitled to vote in the election of directors may
nominate one or more persons for election as directors at a meeting if written
notice of that shareholder's intent to make the nomination has been given to us,
with respect to an election to be held at an annual meeting of shareholders, not
less than 120 days before the first anniversary of our proxy statement in
connection with the last annual meeting, and, with respect to an election to be
held at a special meeting of shareholders, not later than the tenth day
following the date on which notice of the meeting is first given to
shareholders. The notice shall include the name and address of the shareholder
and his or her nominees, a representation that the shareholder is entitled to
vote at the meeting and intends to nominate the person, a description of all
arrangements or understandings between the shareholder and each nominee, other
information as would be required to be included in a proxy statement soliciting
proxies for the election of the shareholder's nominees, and the consent of each
nominee to serve as a director of the company if so elected. We may require any
proposed nominee to furnish other information as we may reasonably require to
determine the eligibility of the proposed nominee to serve as a director of the
company. We did not receive any nominations from shareholders for election as
directors at the meeting. See "Proposals by Shareholders" for the deadline for
nominating persons for election as directors for the 2005 annual meeting.

ATTENDANCE

All directors attended at least 75% of the meetings of the Board of
Directors and committees of the Board of Directors on which they served. Under
our Corporate Governance Guidelines, each director is expected to dedicate
sufficient time to the performance of his duties as a director, including by
attending meetings of the shareholders, the Board and committees of which he is
a member. All directors attended the annual meeting of shareholders in May 2003.
A copy of our Corporate Governance Guidelines is available on our website.

MEETINGS OF NON-MANAGEMENT DIRECTORS

The Board of Directors has determined that the non-management members
of the Board of Directors will meet regularly in executive session outside the
presence of any member of management, in conjunction with regularly scheduled
meetings of the Board. No formal Board action may be taken at any executive
session. At each executive session, one non-management director will be
designated by the non-management directors present to serve as the presiding
director to chair that executive session.

COMMUNICATING WITH THE BOARD

Shareholders and other parties interested in communicating directly
with the non-management directors as a group may do so by writing to the
Non-Management Members of the Board of Directors, c/o Corporate Secretary,
Leucadia National Corporation, 315 Park Avenue South, New York, New York 10010.
The Corporate Secretary will review all correspondence and regularly forward to
the non-management members of the Board a summary of all such correspondence
that, in the opinion of the Corporate Secretary, deals with the functions of the
Board or committees thereof or that the Corporate Secretary otherwise determines
requires attention. Non-management directors may at any time review a log of all
correspondence received by the company that is addressed to non-management
members of the Board and request copies of all such correspondence. Concerns
relating to accounting, internal controls or auditing matters will immediately
be brought to the attention of the Chairman of the Audit Committee.

CODE OF PRACTICE

We have a Code of Business Practice, which is applicable to all
directors, officers and employees of the company, and includes a Code of
Practice applicable to our principal executive officers and senior financial
officers. Both the Code of Business Practice and the Code of Practice are
available on our website. The company intends to post amendments to or waivers
from our Code of Practice applicable to our principal executive officers and
senior financial officers on its website.

PRESENT BENEFICIAL OWNERSHIP OF COMMON SHARES

Set forth below is certain information as of April 8, 2004 with
respect to the beneficial ownership of common shares by (1) each person who, to
our knowledge, is the beneficial owner of more than 5% of our outstanding common
shares, which is our only class of voting securities, (2) each director and
nominee for director, (3) each of the executive officers named in the Summary
Compensation Table under "Executive Compensation," (4) two trusts for the
benefit of Mr. Steinberg's children and the private charitable foundation
established by Mr. Cumming, and (5) all of our executive officers and directors
as a group. Unless otherwise stated, the business address of each person listed
is c/o Leucadia National Corporation, 315 Park Avenue South, New York, New York
10010.

Number of Shares
Name and Address and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------

Group consisting of
Fairholme Capital Management, L.L.C.
and Bruce R. Berkowitz (a)(b).............................................. 3,973,781 5.6%
Group consisting of
Mutual Beacon Fund, Mutual Discovery Fund, Mutual
Financial Services Fund, Mutual Qualified Fund, Mutual
Shares Fund, Mutual Beacon Fund (Canada), Mutual
Discovery Fund (Canada), Mutual Discovery Securities
Fund, Mutual Shares Securities Fund, Franklin Mutual
Beacon Fund and Masters' Select Value Fund (c)(d).......................... 4,256,319 6.0%
Ian M. Cumming............................................................... 9,371,795 (e)(f) 13.2%
Paul M. Dougan............................................................... 6,850 (g) *
Lawrence D. Glaubinger....................................................... 83,500 (h) .1%
Alan J. Hirschfield.......................................................... - -
James E. Jordan.............................................................. 39,500 (i) *
Jeffrey C. Keil.............................................................. - -
Thomas E. Mara............................................................... 25,000 (j) *
Jesse Clyde Nichols, III..................................................... 68,439 (i) *
Joseph A. Orlando............................................................ 27,356 (j) *
H.E. Scruggs................................................................. 17,000 (k) *
Joseph S. Steinberg.......................................................... 9,218,385 (f)(l) 12.9%
The Steinberg Children Trusts................................................ 1,107,646 (m) 1.6%
Cumming Foundation .......................................................... 29,734 (n) *
All directors and executive officers
as a group (12 persons).................................................... 18,860,825 (o) 26.3%

-------------------

* Less than .1%.

(a) The business address of this beneficial owner is c/o Fairholme Capital
Management, L.L.C., 51 John F. Kennedy Parkway, Short Hills, New Jersey
07078.

(b) Based upon a Schedule 13G dated December 31, 2003 filed by Fairholme
Capital Management, L.L.C. and Bruce R. Berkowitz and on information
provided by Fairholme Capital Management, L.L.C.

(c) The business address of this beneficial owner is c/o Franklin Mutual
Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078.

(d) Based on information provided by Franklin Mutual Advisers, LLC on behalf of
the members of the group. This group disclaims beneficial ownership of the
common shares reported by them.

(e) Includes (1) 120,312 (.2%) common shares beneficially owned by Mr.
Cumming's wife (directly and through trusts for the benefit of Mr.
Cumming's children of which Mr. Cumming's wife is trustee) as to which Mr.
Cumming may be deemed to be the beneficial owner and (2) 370,000 (.5%)
common shares which Mr. Cumming and his family currently have the right to
acquire upon exercise of warrants.

(f) Messrs. Cumming and Steinberg have an oral agreement pursuant to which they
will consult with each other as to the election of a mutually acceptable
Board of Directors of the company.

(g) Consists of (1) 6,750 common shares that may be acquired upon the exercise
of currently exercisable stock options and (2) 100 (less than .1%) common
shares owned by Mr. Dougan's wife as to which Mr. Dougan disclaims
beneficial ownership.

(h) Includes 2,500 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(i) Includes 9,500 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(j) Includes 25,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(k) Consists of 17,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(l) Includes (1) 46,400 (less than .1%) common shares beneficially owned by Mr.
Steinberg's wife and daughter and 2,678,808 (3.8%) common shares held in a
family trust as to which Mr. Steinberg may be deemed to be the beneficial
owner and (2) 400,000 (.6%) common shares which Mr. Steinberg currently has
the right to acquire upon exercise of warrants.

(m) Mr. Steinberg disclaims beneficial ownership of the common shares held by
the Steinberg Children Trusts.

(n) Mr. Cumming is a trustee and President of the foundation and disclaims
beneficial ownership of the common shares held by the foundation.

(o) Includes (1) 100 common shares owned of record by the spouse of a director
of the company as to which the director disclaims beneficial ownership; (2)
770,000 common shares that may be acquired by Messrs. Cumming and Steinberg
or their respective family members pursuant to the exercise of currently
exercisable warrants; (3) 28,250 common shares that may be acquired by
directors pursuant to the exercise of currently exercisable stock options;
and (4) 70,000 common shares that may be acquired by certain officers
pursuant to the exercise of currently exercisable stock options.

As of April 8, 2004, Cede & Co. held of record 46,578,794 common
shares (approximately 65.7% of the total number of common shares outstanding).
Cede & Co. held such shares as a nominee for broker-dealer members of The
Depository Trust Company, which conducts clearing and settlement operations for
securities transactions involving its members.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information in respect of the
compensation of our Chairman of the Board, our President and each of our other
three most highly compensated current executive officers in 2003, for services
in all capacities to us and our subsidiaries in 2003, 2002 and 2001.

Long-Term
Annual Compensation Compensation
---------------------------------------------------------- ---------------- ------------------
Name and Principal Year Salary Bonus Other Annual Options/ All Other
------------------ ---- ------ ----- ------------ -------- ---------
Position(s) Compensation Warrants Compensation
----------- ------------ -------- ------------
(# of shares)
-------------

Ian M. Cumming, 2003 $ 612,207 $ 18,640(1) $ 288,103(4) -- $ 254,034(5)
Chairman of the Board 2002 597,314 568,097(2) 327,737(4) -- 203,234
2001 582,788 17,742(3) 393,806(4) -- 157,519

Joseph S. Steinberg, 2003 $ 612,207 $ 18,640(1) $ 616,090(4) -- $ 240,440(5)
President 2002 597,314 568,097(2) 531,102(4) -- 190,640
2001 582,788 17,742(3) 572,810(4) -- 139,115

Thomas E. Mara, 2003 $ 287,000 $ 983,600 $ -- -- $ 103,625(5)
Executive Vice 2002 280,000 758,400 -- 25,000 64,000
President and Treasurer 2001 275,000 383,250 -- -- 48,900

Joseph A. Orlando, 2003 $ 225,000 $ 631,750 $ -- -- $ 31,000(5)
Vice President and 2002 215,000 721,450 -- 25,000 31,250
Chief Financial Officer 2001 210,000 281,300 -- -- 29,300

H.E. Scruggs, 2003 $ 200,000 $ 706,000 $ -- -- $ 25,125(5)
Vice President 2002 184,808 455,400 -- 25,000 22,000
2001 179,448 280,400 -- -- 18,525

----------------------

(1) Represents annual year-end bonus, based on a percentage of salary, paid to
all employees. The Compensation Committee of the Board of Directors intends
to consider the payment of a 2003 performance bonus to each of Messrs.
Cumming and Steinberg at the Board of Directors meeting to be held
following the 2004 annual meeting of shareholders. See "Report of the
Compensation Committee of the Board of Directors--Compensation of Messrs.
Cumming and Steinberg."

(2) Represents annual performance bonus paid to Messrs. Cumming and Steinberg
under the then effective Senior Executive Annual Incentive Bonus Plan. See
"Report of the Compensation Committee of the Board of
Directors--Compensation of Messrs. Cumming and Steinberg." Also includes
annual year-end bonus, based on a percentage of salary, paid to all
employees.

(3) Represents annual year-end bonus, based on a percentage of salary, paid to
all employees. Mr. Cumming and Mr. Steinberg waived the right to receive
any bonus for 2001 that would otherwise be payable to them under the
company's then effective Senior Executive Annual Incentive Bonus Plan or
otherwise.

(4) Consists of non-cash compensation valued in accordance with the disclosure
rules of the Securities and Exchange Commission, as follows: personal use
of corporate aircraft (Mr. Cumming: $288,050 in 2003, $327,684 in 2002 and
$393,806 in 2001, and Mr. Steinberg: $616,090 in 2003, $531,102 in 2002 and
$572,810 in 2001). The value of the non-cash compensation may differ for
federal tax purposes.

(5) Includes the annual premium on a term life insurance policy paid by the
company for the benefit of each person ($4,235 for Mr. Cumming and $2,815
for Mr. Steinberg), directors' fees from affiliates of the company
($217,799 for Mr. Cumming, $209,625 for Mr. Steinberg, $73,625 for Mr.
Mara, $11,000 for Mr. Orlando and $9,125 for Mr. Scruggs) and contributions
made by the company to a savings and retirement plan on behalf of each
person ($32,000 for Mr. Cumming, $28,000 for Mr. Steinberg, $30,000 for Mr.
Mara, $20,000 for Mr. Orlando and $16,000 for Mr. Scruggs). Omits the
annual premium or certain term life insurance paid by the company as
described under "Certain Relationships and Related Transactions."

AGGREGATE OPTION/WARRANT EXERCISES IN 2003 AND
OPTION/WARRANT VALUES AT YEAR END 2003

The following table provides information as to options and warrants
exercised by each of the named executives in 2003 and the value of options and
warrants held by the executives at year end measured in terms of the last
reported sale price for the common shares on December 31, 2003 ($46.10, as
reported on the New York Stock Exchange Composite Tape).

Value of Unexercised
Number of Unexercised In-the-Money
Options/Warrants Options/Warrants
at December 31, 2003 at December 31, 2003
-------------------- --------------------
Number of Shares
Underlying Options/ Exercisable/ Exercisable/
Name Warrants Exercised Value Realized Unexercisable Unexercisable
---- ------------------ -------------- ------------- -------------

Ian M. Cumming -- -- 370,000/0 $8,195,500/$0
Joseph S. Steinberg -- -- 400,000/0 $8,860,000/$0
Thomas E. Mara -- -- 20,000/30,000 $428,925/$541,950
Joseph A. Orlando -- -- 20,000/30,000 $428,925/$541,950
H.E. Scruggs -- -- 13,000/28,000 $264,600/$495,000

RETIREMENT PLAN

We and certain of our affiliated companies maintain a retirement
plan, as amended and restated effective December 31, 1997, for certain of our
employees and employees of these affiliated companies. The retirement plan is
intended to qualify under the provisions of Section 401 of the Internal Revenue
Code of 1986. Participants are not required to make any contributions under the
retirement plan. Benefit accruals under the retirement plan were frozen
effective December 31, 1998. Employees who were not participants in the
retirement plan on December 31, 1998 are not eligible to participate in the
retirement plan.

The retirement plan contains provisions for optional forms of payment
and provides that the normal form of benefit in the case of a married
participant is a benefit actuarially equivalent to an annuity for the life of
the participant payable in the form of a 50% joint and survivor annuity for the
participant and his spouse.

Generally, a participant employed by us with 10 or more years of
service, who is age 55 or over, but less than age 65, and who has retired from
employment with us or a participating affiliate, may elect to receive an early
retirement benefit. A participant with less than 10 years of service or who is
under age 55, who has terminated employment with us or a participating
affiliate, may elect to receive an early deferred vested benefit. The amount of
the benefits are actuarially reduced to reflect payment before age 65.

The projected annual retirement benefits under the retirement plan of
the executive officers named in the Summary Compensation Table, expressed in the
form of a straight-life annuity with no reduction for early commencement are
estimated as follows:

Ian M. Cumming....................... $25,394
Joseph S. Steinberg.................. 25,394
Thomas E. Mara....................... 25,394
Joseph A. Orlando.................... 27,451
H.E. Scruggs......................... 10,344

We and certain of our affiliated companies currently maintain a
savings and retirement plan for certain of our employees and employees of these
affiliated companies. Participants may make before tax and/or after-tax
contributions to the plan and we will match a portion of an eligible
participant's before tax contributions. The plan also provides a contribution
with each payroll for eligible participants equal to a percentage of eligible
compensation determined on the basis of age and service. The plan is intended to
qualify under the provisions of the Internal Revenue Code.

EMPLOYMENT AGREEMENTS

We have employment agreements with Messrs. Cumming and Steinberg that
provide for Mr. Cumming's employment as our Chairman of the Board and Chief
Executive Officer and for Mr. Steinberg's employment as our President and Chief
Operating Officer through June 30, 2005 at annual salaries of $500,000, subject
to cost-of-living adjustments, plus any additional compensation as may be voted
by the Board of Directors. Messrs. Cumming and Steinberg are entitled to
participate in all of our incentive plans and those of our other subsidiary and
affiliated companies. We have also agreed to carry at our expense term life
insurance policies on their lives in the amount of $1,000,000 each, payable to
the beneficiaries as each of Messrs. Cumming and Steinberg shall designate.
Under the agreements, if (1) there is a change in control of the company; (2)
either the employment of Messrs. Cumming or Steinberg is terminated by us
without cause; or (3) Messrs. Cumming or Steinberg terminates his employment
within one year of certain occurrences, such as the appointment or election of
another person to his office, the aggregate compensation and other benefits to
be received by Mr. Cumming or Mr. Steinberg for any twelve full calendar months
falling below 115% of the amount received by him during the comparable preceding
twelve month period, or a change in the location of his principal place of
employment, Messrs. Cumming or Steinberg will receive a severance allowance
equal to the remainder of the aggregate annual salary, as adjusted for increases
in the cost of living, that he would have received under his employment
agreement. In addition, we or our successors will continue to carry the life
insurance payable to the beneficiaries of Messrs. Cumming and Steinberg through
the scheduled termination of the employment agreement.

COMPENSATION OF DIRECTORS

Directors who are also our employees receive no remuneration for
services as a member of the Board of Directors or any committee of the Board of
Directors. In 2003, each director who was not our employee received a retainer
of $24,000 plus $500 for each meeting of the Board of Directors and $300 for
each meeting of a committee of the Board of Directors ($400 if a committee
chairman) that he attended. Effective April 1, 2004, each director who is not
our employee will receive an annual retainer of $36,000 plus $500 for each
meeting of the Board of Directors and $500 for each meeting of a committee of
the Board of Directors ($600 if a committee chairman) that he attended. Members
of the Audit Committee will receive an additional annual retainer of $10,000
($12,000 for the Audit Committee chairman). In addition, under the terms of the
1999 Stock Option Plan, each non-employee director is automatically granted
options to purchase 1,000 common shares on the date on which the annual meeting
of our shareholders is held each year. The purchase price of the common shares
covered by the options is the fair market value of the common shares on the date
of grant. These options become exercisable at the rate of 25% per year
commencing one year after the date of grant. As a result of this provision,
options to purchase 1,000 common shares at an exercise price of $38.54 per
common share were awarded to each of Messrs. Dougan, Glaubinger, Jordan and
Nichols on May 13, 2003.

For additional information, see "Certain Relationship and Related
Transactions" below.

INDEMNIFICATION

Pursuant to contracts of insurance dated October 1, 2003 with
National Union Fire Insurance Company of Pittsburgh, Pennsylvania, 175 Water
Street, New York, New York 10038, Twin City Fire Insurance Company, Hartford
Plaza, Hartford, Connecticut 06115, Greenwich Insurance Company, c/o Executive
Liability Underwriters, One Constitution, 16th Floor, Hartford, Connecticut
06103, U.S. Specialty Insurance Company, 8 Forest Park Drive, Farmington, CT
06034, and Platte River Insurance Company, 76 Batterson Park Road, Farmington,
CT 06032 we maintain a combined $50,000,000 indemnification insurance policy
covering all of our directors and officers and our named subsidiaries. The
annual premium for the insurance is approximately $883,000. During 2003, no
payments were received under our indemnification insurance.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to an agreement dated as of August 1, 1988 and amended and
restated as of December 16, 1997 and as of June 30, 2003, among the company, Ian
M. Cumming and Joseph S. Steinberg, upon the death of each of Mr. Cumming and
Mr. Steinberg, we have agreed to purchase from his estate up to 55% of his
direct and/or indirect interest in us, subject to reduction in certain
circumstances, not to exceed $50,000,000 in value. The agreement provides that
Messrs. Cumming's and Steinberg's interests in us will be valued at the higher
of the average closing price of the common shares on the New York Stock Exchange
for the 40 trading days preceding the date of death or the net book value of the
common shares at the end of the fiscal quarter preceding the date of death. We
have agreed to fund the purchase of common shares pursuant to this Agreement by
purchasing and maintaining insurance on the life of each of Messrs. Cumming and
Steinberg in the aggregate face amount of $50,000,000 per individual. We have
purchased the life insurance contemplated by this agreement, the premiums for
which aggregated approximately $346,000 in 2003. These amounts are not included
in the Summary Compensation Table appearing elsewhere in this proxy statement.

This agreement, which was scheduled to expire on June 30, 2003, was
extended with the approval of the independent directors to June 30, 2018,
subject to earlier termination in certain circumstances. In determining to
extend these agreements, in addition to other factors, the independent directors
considered the benefit to the company of avoiding a significant sale of our
common shares into the market or to a third party, which might be required by
the estate for liquidity.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS*

COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
(OTHER THAN IAN M. CUMMING AND JOSEPH S. STEINBERG)

The Compensation Committee of the Board of Directors, consisting of
Messrs. Nichols (Chairman), Glaubinger and Jordan recommends to the Board of
Directors the annual compensation of Mr. Cumming, our Chairman of the Board, and
Mr. Steinberg, our President. Prior to March 2004, the Option Committee of the
Board of Directors awarded stock options upon the recommendation of Messrs.
Cumming and Steinberg. Messrs. Cumming and Steinberg determine salary and bonus
compensation of our executive officers under authority of the Board of
Directors. Effective March 2004, the Option Committee was disbanded and its
responsibilities were assumed by the Compensation Committee.

Our compensation package for executive officers consists of four
basic elements:

----------------
* The disclosure contained in this section of this proxy statement is not
incorporated by reference into any of our filings under the Securities Act of
1933 or the Securities Exchange Act of 1934 that incorporate filings or portions
thereof, (including this proxy statement or the "Executive Compensation" section
of this proxy statement) without specific reference to the incorporation of this
section of this proxy statement.

(1) base salary;

(2) annual bonus compensation;

(3) long-term incentives in the form of stock options granted
pursuant to our 1999 Stock Option Plan; and

(4) retirement benefits pursuant to our Savings and Retirement Plan
and, with respect to eligible employees, the Retirement Plan.
Other elements of compensation include medical and life insurance
benefits available to employees generally.

Each element of compensation has a different purpose. Salary and
bonus payments are designed mainly to reward current and past performance. Stock
options are primarily designed to provide strong incentive for superior
long-term future performance and are directly linked to shareholders' interests
because the value of the awards will increase or decrease based upon the future
price of the common shares. Retirement benefits generally are designed to reward
prior service.

During 2003, base compensation of executive officers was determined
by Messrs. Cumming and Steinberg consistent with the executive's office and
level of responsibility, with annual salary increases, which generally amount to
a small percentage of the executive's prior base salary, primarily reflecting
cost of living increases. However, annual salary increases may be significant to
reflect an executive's increase in office and/or responsibility.

Our executive compensation policy emphasizes performance based
compensation. Accordingly, a large percentage of annual compensation consists of
bonus compensation. This ensures that compensation paid to an executive reflects
the individual's specific contributions to our success, as well as the level and
degree of complexity involved in his contributions to the company, which
historically often have involved restructuring newly acquired enterprises, the
success of which may not be evident for several years. Bonus compensation is
determined on the basis of Messrs. Cumming's and Steinberg's subjective
assessment of an executive's performance, our performance and each individual's
contribution to our company. Bonus compensation is not based on any specific
formula.

We, by means of our Stock Option Plan, seek to retain the services of
persons now holding key positions and to secure the services of persons capable
of filling the positions. From time to time, stock options may be awarded which,
under the terms of the Stock Option Plan permit the executive officer or other
employee to purchase common shares at not less than the fair market value of the
common shares on the date of grant. The extent to which the employee realizes
any gain is, therefore, directly related to increases in the price of the common
shares and hence, shareholder value, during the period of the option. Options
granted to executive officers generally become exercisable at the rate of 20%
per year, commencing one year after the date of grant. As with base salary and
bonuses, the amount of stock options awarded to an executive officer is not
based on any specific formula, but rather on a subjective assessment of the
executive's performance and our performance.

Under the provisions of Section 162(m) of the Internal Revenue Code,
we would not be able to deduct compensation to our executive officers whose
compensation is required to be disclosed in our proxy statement for any year in
excess of $1 million per year unless the compensation was within the definition
of "performance-based compensation" or meets certain other criteria. To qualify
as "performance-based compensation," in addition to certain other requirements,
compensation generally must be based on achieving certain pre-established
objective performance criteria. We believe that ordinarily it is in our best
interest to retain maximum flexibility in our compensation programs to enable us
to appropriately reward, retain and attract the executive talent necessary to
our success. To the extent these goals can be met with compensation that is
designed to be deductible under Section 162(m), such as the Stock Option Plan
and the Senior Executive Annual Incentive Bonus Plan (described below), the
compensation plans will be used. However, the Compensation Committee and the
Board of Directors recognize that, in appropriate circumstances, compensation
that is not deductible under Section 162(m) may be paid in the Compensation
Committee's discretion.

We believe that the executive compensation program has enabled us to
attract, motivate and retain senior management by providing a competitive total
compensation opportunity based on performance. Base salaries, combined with
annual variable performance based bonus awards that reflect the individual's
level of responsibility, performance and contribution to the company are
important elements of our cash compensation philosophy. Together with our
executive stock ownership, our total executive compensation program not only
aligns the interest of executive officers and shareholders, but also permits us
to attract talented senior management. Messrs. Cumming and Steinberg and we
believe the program strikes an appropriate balance between short and long-term
performance objectives.

COMPENSATION OF MESSRS. CUMMING AND STEINBERG

The base compensation of Mr. Ian M. Cumming, Chairman of the Board,
and Mr. Joseph S. Steinberg, President of the company, is set pursuant to
employment agreements between the company and each of Messrs. Cumming and
Steinberg entered into as of December 28, 1993, that initially covered the
period from July 1, 1994 through June 30, 2003. In consideration of the Board of
Director's consideration of the company's Senior Executive Warrant Plan, the
agreements were extended to June 30, 2005. See "Employment Agreements." The base
salaries of Messrs. Cumming and Steinberg provided for in the current employment
agreements were determined by the Compensation Committee, which presented its
recommendation to the entire Board of Directors (with Messrs. Cumming and
Steinberg abstaining) and represents an increase over their prior base salaries,
primarily reflecting cost-of-living increases. The Compensation Committee
reviews other compensation for each of Messrs. Cumming and Steinberg and
presents its recommendations thereon to the entire Board of Directors.

2003 Performance Bonus. The Compensation Committee and the Board of
Directors intend to consider the 2003 performance bonus for each of Messrs.
Cumming and Steinberg at the 2004 organizational meeting of the Board following
the shareholders meeting. In doing so, the Compensation Committee intends to
consider awards to be made under the 2003 Senior Executive Annual Incentive
Bonus Plan.

The incentive bonus plan provides for annual incentive cash bonuses
to be paid to Messrs. Cumming and Steinberg, provided certain performance goals
are attained. The incentive bonus plan directly links the annual incentive bonus
of Messrs. Cumming and Steinberg with our performance, while providing the
Compensation Committee the flexibility to reduce the amounts to be paid
thereunder.

The incentive bonus plan is designed so that the cash bonuses awarded
thereunder will qualify as "performance-based compensation" under Section 162(m)
of the Internal Revenue Code, which limits to $1 million per employee per year
the deductibility of non-performance based compensation payable to each of our
five most highly compensated executive officers. To qualify as
"performance-based compensation," compensation generally must be paid pursuant
to a pre-established objective performance criterion or standard that precludes
the exercise of discretion to increase the amount of compensation payable upon
the attainment of the performance goal. The incentive bonus plan is designed to
comply with this standard.

The incentive bonus plan provides for annual incentive bonuses to be
paid to each of Messrs. Cumming and Steinberg in an amount equal to 1% of our
audited pre-tax earnings and our consolidated subsidiaries for each of the five
fiscal years commencing 2003. The amount of the annual incentive bonus awarded
to each participant in any given year is subject to reduction by the
Compensation Committee, in its sole discretion. Payments under the incentive
bonus plan will be made in cash following written certification by the
Compensation Committee as to the amount of the annual incentive bonus for any
given year.

The Compensation Committee has discretion, where appropriate, to pay
additional bonuses to Messrs. Cumming and Steinberg outside the incentive bonus
plan. In this event, the Compensation Committee will consider amounts paid to
Messrs. Cumming and Steinberg under the incentive bonus plan. To the extent that
the Compensation Committee determines to award performance bonuses for a given
year outside the incentive bonus plan, this compensation may not be deemed to be
performance-based compensation.

The Compensation Committee did not take action to reduce the amount
of the 2002 incentive bonus for Mr. Cumming and Mr. Steinberg and certified in
writing a 2002 performance bonuses of $550,000 to each of Messrs. Cumming and
Steinberg. The terms of the incentive bonus plan under which the 2002
performance bonuses were awarded are identical to the 2003 Senior Executive
Incentive Annual Bonus Plan (covering bonuses for 2003-2007), other than the
periods covered by such plans.

The Compensation Committee consists of Jesse Clyde Nichols, III
(Chairman) and James E. Jordan. As of April 1, 2004, Lawrence D. Glaubinger
joined the Compensation Committee.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who beneficially own more than 10%
of a registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission, the New York
Stock Exchange and the Pacific Stock Exchange. Based solely upon a review of the
copies of the forms furnished to us and written representations from our
executive officers, directors and greater than 10% beneficial shareholders, we
believe that during the year ended December 31, 2003, all persons subject to the
reporting requirements of Section 16(a) filed the required reports on a timely
basis.

SHAREHOLDER RETURN PERFORMANCE GRAPH**

Set forth below is a graph comparing the cumulative total shareholder
return on common shares against cumulative total return of the Standard & Poor's
500 Stock Index, the Standard & Poor's 500 Financials Sector Index (our previous
industry index) and the Standard & Poor's 500 Telecommunication Services Sector
Index (our new industry index) for the five-year period commencing December 31,
1998, as required by the Securities and Exchange Commission. Standard & Poor's
Compustat Services, Inc. furnished the data. We have decided to use the S&P
Telecommunication Services Sector Index as we believe it is more representative
of our current operations, given our ownership of 100% of WilTel Communications
Group, Inc. We intend to utilize this index, and not the S&P Financials Sector
Index, in the future.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF THE COMPANY, S&P 500 INDEX
AND S&P FINANCIALS SECTOR INDEX AND S&P TELECOMMUNICATION SERVICES SECTOR INDEX

INDEXED RETURNS

BASE
PERIOD
COMPANY/INDEX DEC 98 DEC 99 DEC 00 DEC 01 DEC 02 DEC 03
-------------------------------------------------------------------------------------------------------

THE COMPANY $ 100 $ 123.51 $ 190.61 $ 156.63 $ 203.78 $ 253.15
S&P 500 INDEX 100 121.04 110.02 96.95 75.52 97.18
S&P TELECOMMUNICATIONS SERVICES INDEX 100 119.14 72.90 63.97 42.15 45.14
S&P FINANCIALS SECTOR INDEX 100 104.12 130.87 119.16 101.71 133.28

The graph assumes that $100 was invested on December 31, 1998 in each
of the common shares, the S&P 500 Index, the S&P Financials Sector Index and the
S&P Telecommunications Sector Index and that all dividends were reinvested.

----------------------
** The disclosure contained in this section of the proxy statement is not
incorporated by reference into any of our prior filings under the Securities Act
of 1933 or the Securities Exchange Act of 1934 that incorporated future filings
or portions thereof, including this proxy statement or the "Executive
Compensation" section of this proxy statement.

AUDIT COMMITTEE REPORT

The following is the report of our Audit Committee with respect to
our audited financial statements for the fiscal year ended December 31, 2003.

REVIEW WITH MANAGEMENT

The Audit Committee reviewed and discussed our audited financial
statements with management.

REVIEW AND DISCUSSIONS WITH INDEPENDENT AUDITORS

The Audit Committee discussed the company's audited financial
statements with management, which has primary responsibility for the financial
statements. PricewaterhouseCoopers LLP, our independent auditors, is responsible
for expressing an opinion on the conformity of the company's audited financial
statements with generally accepted accounting principles. The committee has
discussed with PricewaterhouseCoopers LLP the matters that are required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, regarding the auditor's judgments about the quality of our
accounting principles as applied in its financial reporting. The Audit Committee
also received the written disclosures and the letter from PricewaterhouseCoopers
LLP required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and has discussed with PricewaterhouseCoopers
LLP their independence. The Audit Committee also concluded that
PricewaterhouseCoopers LLP's provision of audit and non-audit services to the
company and its subsidiaries, as described in this Proxy Statement, is
compatible with PricewaterhouseCoopers LLP's independence.

CONCLUSION

Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that its audited consolidated
financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2003 for filing with the Securities and Exchange Commission
and selected PricewaterhouseCoopers LLP as the independent auditor for 2004.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*

James E. Jordan, Chairman
Jesse Clyde Nichols, III
Lawrence D. Glaubinger

-----------------

* Effective April 1, 2004, the Audit Committee consists of Jeffrey C.
Keil (Chairman), Paul M. Dougan, Alan J. Hirschfield, James E. Jordan and Jesse
Clyde Nichols, III.

The information contained in the foregoing report shall not be deemed
to be "soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall the information be incorporated by reference into any
future filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the company specifically incorporates it by
reference in a filing.

INDEPENDENT ACCOUNTING FIRM FEES

The audit committee has adopted policies and procedures effective
March 2003 for pre-approving all audit and non-audit work performed by our
independent auditor, PricewaterhouseCoopers LLP. Specifically, the committee has
pre-approved certain specific categories of work and an annual amount for each
category. For additional services or services in an amount above the annual
amount that has been pre-approved, additional authorization from the audit
committee is required. The Audit Committee has delegated to the Committee chair
the ability to pre-approve both general pre-approvals (where no specific,

case-by-case approval is necessary) and specific pre-approvals. Any pre-approval
decisions made by the Committee chair under this delegated authority will be
reported to the full Audit Committee. All requests for services to be provided
by PricewaterhouseCoopers LLP that do not require specific approval by the audit
committee must be submitted to the Chief Financial Officer of the company, who
determines that such services are in fact within the scope of those services
that have been pre-approved by the Audit Committee. The Chief Financial Officer
reports to the Audit Committee periodically.

The following table sets forth the aggregate fees incurred by us for
the following periods relating to our independent accounting firm,
PricewaterhouseCoopers LLP:

Fiscal Year Ended
December 31,
------------
2003 2002
---- ----
Audit Fees........................... $2,198,000 $1,432,000
Audit Related Fees................... 329,000 230,000
Tax Fees............................. 554,000 1,238,000
All Other Fees....................... - 45,000
----------- ----------

$3,081,000 $2,945,000
========== ==========

In the table above, in accordance with the SEC's definitions and
rules, "audit fees" are fees paid to PricewaterhouseCoopers LLP for professional
services for the audit of the company's consolidated financial statements
included in our Form 10-K and review of financial statements included in our
Form 10-Qs, and for services that are normally provided by the accountants in
connection with statutory and regulatory filings or engagements; "audit-related
fees" are fees for assurance and related services that are reasonably related to
the performance of the audit or review of our financial statements and in 2003
consist of employee benefit plan audits, compliance with regulatory matters,
including the Sarbanes-Oxley Act, and consulting with respect to technical
accounting and disclosure rules; "tax fees" are fees for tax compliance, tax
advice and tax planning; and "all other fees" are fees for services not included
in the first three categories. All such services were approved by the Audit
Committee.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors recommends that the shareholders ratify the
selection of PricewaterhouseCoopers LLP, certified public auditors, as the
independent auditors to audit our accounts and those of our subsidiaries for
2004. The Audit Committee approved the selection of PricewaterhouseCoopers LLP
as our independent auditors for 2004. PricewaterhouseCoopers LLP are currently
our independent auditors.

The Board of Directors recommends a vote FOR this proposal.

PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION

GENERAL

The Board of Directors recommends an amendment to our certificate of
incorporation to extend the provisions of the certificate of incorporation that
generally restrict the accumulation of 5% or more of our common shares. The
current restrictions are scheduled to expire on December 31, 2005. The amendment
would extend the expiration date of the transfer restriction to December 31,
2024, at the latest.

The transfer restriction imposes restrictions on the transfer of our
common shares (and any other capital stock that we issue in the future) to
designated persons. Without these restrictions, it is possible that certain
transfers of our common shares could result in the imposition of limitations on
our ability and the ability of our subsidiaries (including WilTel Communications
Group, Inc. and Weblink Wireless, Inc.) to fully utilize the substantial net
operating loss ("NOL") and other tax attributes currently available for federal
income tax purposes to us and our subsidiaries. The Board of Directors believes
it is in our best interest to continue to attempt to prevent the imposition of
such limitations and that extending the life of the provisions restricting the
transfer of our capital stock provides significant protection from the
imposition of such limitations.

You should note that the transfer restriction does not apply to
issuances of our common shares by us. As a result, the transfer restriction does
not prevent the exercise of either currently outstanding employee stock options
or employee stock options that may be granted in the future under our 1999 Stock
Option Plan or the warrants to purchase our common shares currently held by
Messrs. Cumming and Steinberg. These have been excluded from the operation of
the transfer restriction because our Board of Directors previously determined
that the issuance of our common shares under these circumstances would not
adversely affect our NOLs and other tax attributes. In addition, since our Board
of Directors will be able to consider the effect on our NOLs and other tax
attributes of future issuances of our common shares at the time of the issuance,
whether as a result of transactions with third parties, or the issuance of our
common shares in a private placement or public offering, or as compensation to
our employees, officers or directors, or otherwise, future issuances of our
common shares, as well as grants of options or warrants, by us also have been
excluded from the transfer restriction. Consequently, persons or entities who
are able to acquire our common shares directly from us, including our employees,
officers and directors, may do so without application of the transfer
restriction, irrespective of the number of our common shares they are acquiring.
As a result, those persons or entities dealing directly with us may be seen to
receive an advantage over persons or entitles who are not able to acquire our
common shares directly from us and, therefore, are restricted by the terms of
the transfer restriction. It should be noted, however, that any direct
acquisitions of our common shares from us first requires Board approval and in
granting such approval, the Board will review the implications of any such
issuance for our NOLs and other tax attributes.

We have been advised by our counsel, Weil, Gotshal & Manges LLP,
that, absent a court determination, (1) there can be no assurance that the
transfer restriction will be enforceable against all of our shareholders and (2)
the transfer restriction may be subject to challenge on equitable grounds. It is
possible that the transfer restriction may not be enforceable after December 31,
2005 against our shareholders who vote against or abstain from voting on the
amendment. HOWEVER, WE BELIEVE THAT THE TRANSFER RESTRICTION IS IN THE BEST
INTERESTS OF OUR COMPANY AND OUR SHAREHOLDERS AND IS REASONABLE, AND WE WILL ACT
VIGOROUSLY TO ENFORCE IT AGAINST ALL CURRENT AND FUTURE HOLDERS OF OUR COMMON
SHARES REGARDLESS OF HOW THEY VOTE ON THE AMENDMENT. It should be noted that the
existing transfer restriction has been in place since December 31, 1992 and has
not been challenged to date. We believe that each of our shareholders who vote
in favor of the amendment will in effect have consented to the extension of the
transfer restriction and therefore will be bound thereby. In those
circumstances, we intend to assert that any such shareholder would be estopped
from challenging the extension of the transfer restriction. Consequently, all
shareholders should carefully consider this in determining whether to vote in
favor of the amendment.

REASONS FOR THE TRANSFER RESTRICTION AND THE AMENDMENT

The transfer restriction is designed to restrict transfers of our
common shares that could result in the imposition of limitations on the use by
us and our subsidiaries, for federal income tax purposes, of the NOLs and other
carryovers, as well as other tax attributes, available to us and our
subsidiaries. We estimate that as of December 31, 2003, we have NOLs of
approximately $3,600,000,000, all of which are subject to limitations under the
tax law that may restrict their utilization. For federal income tax purposes, if
not otherwise used to offset federal taxable income, all of these carryforwards
will expire by December 31, 2023. See Note 15 of Notes to our Consolidated
Financial Statements for the year ended December 31, 2003 contained in our
Annual Report. In addition, certain of our assets have a tax basis well in
excess of their book value as reflected in our consolidated financial
statements, which can be expected to generate additional significant tax
deductions in the future.

The benefit of a company's existing tax loss and credit carryovers,
as well as the benefit of built-in losses, can be reduced or eliminated under
Section 382 of the Internal Revenue Code. Section 382 limits the use of losses
and other tax benefits by a company that has undergone an "ownership change," as
defined in Section 382 of the Code. Generally, an "ownership change" occurs if
one or more shareholders, each of whom owns 5% or more in value of a company's
capital stock, increase their aggregate percentage ownership by more than 50

percentage points over the lowest percentage of stock owned by such shareholders
over the preceding three-year period. For this purpose, all holders who each own
less than 5% of a company's capital stock are generally treated together as one
5% shareholder. In addition, certain attribution rules, which generally
attribute ownership of stock to the ultimate beneficial owner thereof without
regard to ownership by nominees, trusts, corporations, partnerships or other
entities, are applied in determining the level of stock ownership of a
particular shareholder. Options (including warrants) to acquire capital stock
may be treated as if they had been exercised, on an option-by-option basis, if
the issuance, transfer or structuring of the option meets certain tests. All
percentage determinations are based on the fair market value of a company's
capital stock, including any preferred stock which is voting or convertible (or
otherwise participates in corporate growth).

If an "ownership change" were to occur in respect of Leucadia or any
of its subsidiaries or subsidiary groups, the amount of taxable income in any
year (or portion of a year) subsequent to the ownership change that could be
offset by NOLs or other tax attributes existing (or "built-in") prior to such
"ownership change" could not exceed an amount equal to the product obtained by
multiplying (1) the aggregate value of Leucadia, the subsidiary or the
subsidiary group that underwent the "ownership change" by (2) the federal
long-term tax exempt rate. Because the aggregate value of Leucadia or any of its
subsidiaries, as well as the federal long-term tax-exempt rate, fluctuate, it is
impossible to predict with any accuracy the annual limitation upon the amount of
taxable income that could be offset by such NOLs or other tax attributes (and
"built-in" losses) were an "ownership change" to occur in the future. However,
if such limitation were to exceed the taxable income against which it otherwise
would be applied for any year following an "ownership change," the limitation
for the ensuing year would be increased by the amount of such excess.

By way of illustration, if an ownership change had occurred on
January 1, 2004 in respect of a subsidiary group, assuming hypothetically that
the value of that subsidiary group was measured on that date at $1,000,000,000
and the applicable federal long-term tax-exempt rate was 5%, utilization of NOLs
(and certain other tax attributes) currently available to us could be limited to
approximately $50,000,000 in any future taxable year. We believe that such a
limitation would significantly reduce the value of our loss carryovers.

We are proposing the amendment to extend the effectiveness of the
transfer restriction. It currently is scheduled to expire on December 31, 2005.
As noted above, the carryforwards available to us and our subsidiaries will
expire through the year 2023. Accordingly, we are seeking your approval to
extend the expiration of the transfer restriction to December 31, 2024, at the
latest.

DESCRIPTION OF THE TRANSFER RESTRICTION

The following is a brief summary of the transfer restriction, which
is contained in Part III of Article FOURTH of the certificate of incorporation,
a copy of which, as amended, is attached in its entirety as Annex D to this
proxy statement and is incorporated herein by reference. Other than extending
the expiration date of the restriction from December 31, 2005 (or earlier in
certain circumstances) to December 31, 2024 (or earlier in the same
circumstances), the transfer restriction have not been revised.

Currently, Part III of Article FOURTH generally restricts until
December 31, 2005 (or earlier, in certain events) any attempted transfer of our
common shares or any other securities that would be treated as our "stock" under
the applicable tax regulations (which we refer to here as "Leucadia Stock") to a
person or group of persons who own, or who would own as a result of such
transfer, 5% or more of the Leucadia Stock. The transfer restriction also
restricts any other attempted transfer of Leucadia Stock that would result in
the identification of a new "5-percent shareholder" of our company, as
determined under applicable tax regulations; this would include, among other
things, an attempted acquisition of Leucadia Stock from an existing 5-percent
shareholder. For these purposes, numerous rules of attribution, aggregation and
calculation prescribed under the Code (and related regulations) will be applied
in determining whether the 5% threshold has been met and whether a group exists.
The restriction may also apply to proscribe the creation or transfer or various
"options," which are broadly defined, in respect of the Leucadia Stock to the
extent, generally, that exercise of the option would result in a proscribed
level of Leucadia Stock ownership. As previously stated, acquisitions of
Leucadia Stock directly from us, whether by way of option exercise or otherwise,
are not subject to the transfer restriction.

Generally, the restriction is imposed only with respect to the number
of shares of Leucadia Stock, or options with respect to Leucadia Stock (the
"Excess Stock"), purportedly transferred in excess of the threshold established
in the transfer restriction. In any event, the restriction does not prevent a
valid transfer if either the transferor or the purported transferee obtains the
approval of our Board of Directors. In deciding whether to approve any proposed
transfer, the Board of Directors may require an opinion of counsel selected by
them, in form and substance reasonably satisfactory to them, that the transfer
will not result in the application of any Section 382 limitations on the use of
the tax benefits.

If the amendment is approved, the transfer restrictions would remain
in effect until December 31, 2024, unless Part III of Article FOURTH of our
certificate of incorporation is otherwise amended to remove the restrictions in
accordance with the provisions of New York law and the certificate of
incorporation. The restriction is based on Section 172 of the Code which permits
an NOL to be carried forward for a maximum of 20 taxable years following the
taxable year in which the loss arose. Accordingly, the restriction period is
designed to afford full carryover periods for NOLs arising through 2003.

We believe that as of April 8, 2004, the only shareholders that
beneficially own at least 5% of the Leucadia Stock are included in the table set
forth under "Present Beneficial Ownership of Common Shares" below (the
"Significant Leucadia Shareholders"). However, not all shareholders listed in
that table are 5-percent shareholders within the meaning of applicable tax
regulations. The transfer restriction restricts any person or entity, or group
of persons or entities, from acquiring sufficient Leucadia Stock to cause that
person or entity to become the owner of 5% of the Leucadia Stock and prohibits
the Significant Leucadia Shareholders who are 5-percent shareholders, as
determined under applicable tax regulations, from increasing their ownership of
Leucadia Stock without obtaining the approval of our Board of Directors. The
transfer restriction does not restrict the ability of Mr. Cumming, the
beneficial holder of approximately 13.2% of our outstanding common shares
(including shares issuable on exercise of warrants), and Mr. Steinberg, the
beneficial holder of approximately 12.9% of our outstanding common shares
(including shares issuable on exercise of warrants), to exercise their warrants,
because the acquisition of our common shares from us is not within the scope of
the transfer restriction. The transfer restriction does, however, restrict the
ability of Messrs. Cumming and Steinberg to acquire additional Leucadia Stock
from persons other than us.

Part III of Article FOURTH provides that all certificates
representing Leucadia Stock bear the following legend: "THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS PURSUANT TO PART III OF ARTICLE
FOURTH OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION REPRINTED IN ITS
ENTIRETY ON THE BACK OF THIS CERTIFICATE." Our common shares currently bear this
legend. To implement the provisions of the amended transfer restriction, we
intend to request that all holders of our common shares surrender their share
certificates to our transfer agent so that new certificates bearing the amended
transfer restriction may be issued to them.

In accordance with the transfer restriction, we will not permit any
of our employees or agents, including the transfer agent, to record any transfer
of our common shares purportedly transferred in excess of the threshold
established in the transfer restriction. As a result, requested transfers of
Leucadia Stock may be delayed or refused.

Our certificate of incorporation provides that any transfer attempted
in violation of the restrictions contained in Part III of Article FOURTH would
be void ab initio, even if the transfer has been recorded by the transfer agent
and new certificates issued. The purported transferee of the Leucadia Stock
would not be entitled to any rights of shareholders with respect to the Excess
Stock, including the right to vote the Excess Stock, or to receive dividends or
distributions in liquidation in respect thereof, if any.

If the Board of Directors determines that a purported transfer has
violated the transfer restriction, we will require the purported transferee to
surrender the Excess Stock and any dividends the purported transferee has
received on them to an agent designated by the Board of Directors. The agent
will then sell the Excess Stock in one or more arm's-length transactions,
executed on the NYSE, if possible, to a buyer or buyers, which may include us;
provided that nothing will require the agent to sell the Excess Stock within any
specific time frame if, in the agent's discretion, the sale would disrupt the
market for the Leucadia Stock or have an adverse effect on the value of the
Leucadia Stock. If the purported transferee has resold the Excess Stock before
receiving our demand to surrender the Excess Stock, the purported transferee
generally will be required to transfer to the agent the proceeds of the sale and
any distributions the purported transferee has received on the Excess Stock.
From such proceeds, the agent will pay any amounts remaining after repaying its
own expenses and reimbursing the purported transferee for the price paid for the
Excess Stock (or the fair market value of the Excess Stock at the time of the
attempted transfer to the purported transferee by gift, inheritance or similar
transfer) to a named charity or, in certain circumstances, charities selected by
the Board of Directors.

Assuming the amendment is approved, our By-Laws will similarly be
amended to extend the expiration date of the transfer restriction and to provide
for the stock certificate legend.

The transfer restriction and the related By-Law provisions may be
deemed to have an "anti-takeover" effect because they restrict the ability of a
person or entity, or group of persons or entities, from accumulating in the
aggregate at least 5% of the Leucadia Stock and the ability of persons, entities
or groups now owning at least 5% of the Leucadia Stock from acquiring additional
Leucadia Stock. The transfer restriction discourages or prohibits accumulations
of substantial blocks of shares for which shareholders might receive a premium
above market value. However, in the opinion of the Board of Directors, the
fundamental importance to our shareholders of maintaining the availability of
the tax benefits of Leucadia outweighs the indirect anti-takeover effect the
transfer restriction may have, especially in light of the fact that Messrs.
Cumming and Steinberg, respectively, beneficially own approximately 13.2% and
12.9% of our common shares outstanding (including currently exercisable warrants
to purchase common shares) at April 8, 2004 and that our directors and executive
officers, including Messrs. Cumming and Steinberg, together with the Steinberg
Children Trusts, beneficially own a significant percentage of our common shares
outstanding at April 8, 2004. In addition, we do not believe that the extension
of the transfer restriction will adversely affect the continued listing of our
common shares on the NYSE.

The indirect "anti-takeover" effect of the transfer restriction is
not, however, the reason for the transfer restriction. The Board of Directors
considers the transfer restriction to be reasonable and in the best interests of
our company and our shareholders because the transfer restriction reduces
certain of the risks that we and our subsidiaries will be unable to utilize the
substantial tax benefits described above. Notwithstanding the restrictions,
however, there remains a risk that certain changes in relationships among
shareholders or other events will cause a change of ownership to occur under
Section 382. Further, there can be no assurance, in the event transfers in
violation of the transfer restriction are attempted, that the IRS will not
assert that those transfers have federal income tax significance notwithstanding
the transfer restriction. As a result, the transfer restriction serves to
reduce, but not necessarily eliminate, the risk that Section 382 will cause the
limitations described above on the use of tax attributes of Leucadia.

The Board of Directors believes that attempting to safeguard the
substantial tax benefits as described above is in the best interests of our
company and our shareholders. Nonetheless, the transfer restriction will
restrict a shareholder's ability to acquire additional Leucadia Stock in excess
of the specified limitations. Furthermore, a shareholder's ability to dispose of
his Leucadia Stock, or any other Leucadia Stock which the shareholder may
acquire, may be restricted as a result of the transfer restriction.

The Board of Directors has the discretion to approve a transfer of
Leucadia Stock that would otherwise violate the transfer restriction. The Board
of Directors is not aware of any person or entity, or any group of persons or
entities, that owns or intends to own at least 5% of Leucadia Stock, other than
the Significant Leucadia Shareholders. Nonetheless, if the Board of Directors
decides to permit a transfer that would otherwise violate the transfer
restriction, that transfer or later transfers may result in an "ownership
change" that would limit the use of the tax attributes of Leucadia. The Board of
Directors intends to consider any attempted transfer individually and determine
at the time whether it is in the best interest of our company, after
consideration of any factors that the Board deems relevant, to permit the
transfer notwithstanding that an "ownership change" may occur.

The Board of Directors recommends a vote FOR this proposal

ANNUAL REPORT AND COMPANY INFORMATION

A copy of our 2003 Annual Report to shareholders is being furnished
to shareholders concurrently herewith.

Shareholders may request a written copy of our Corporate Governance
Guidelines and our Code of Business Practice, which includes our Code of
Practice, by writing to our Corporate Secretary, Laura E. Ulbrandt, at 315 Park
Avenue South, New York, New York 10010. Each of these documents is also
available on our website, www.leucadia.com.

PROPOSALS BY SHAREHOLDERS

Proposals that shareholders wish to include in our proxy statement
and form of proxy for presentation at our 2005 annual meeting of shareholders
must be received by us at 315 Park Avenue South, New York, New York 10010,
Attention of Laura E. Ulbrandt, Secretary, no later than December 21, 2004.

Any shareholder proposal must be in accordance with the rules and
regulations of the Securities and Exchange Commission. With respect to proposals
submitted by a shareholder other than for inclusion in the company's 2005 proxy
statement and related form of proxy, timely notice of any shareholder proposal
must be received by us in accordance with our by-laws and our rules and
regulations no later than December 21, 2004. Any proxies solicited by the Board
of Directors for the 2005 annual meeting may confer discretionary authority to
vote on any proposals notice of which is not timely received.

IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY, WHETHER BY
MAIL, BY THE INTERNET OR BY TELEPHONE. YOU MAY REVOKE THE PROXY AT ANY TIME
BEFORE IT IS EXERCISED. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW
ANY PROXY (INCLUDING AN INTERNET OR TELEPHONIC PROXY) AND VOTE YOUR OWN SHARES.

By Order of the Board of Directors

/s/ Laura E. Ulbrandt
Laura E. Ulbrandt
Secretary

ANNEX A

LEUCADIA NATIONAL CORPORATION
AUDIT COMMITTEE CHARTER

THIS AUDIT COMMITTEE CHARTER (THIS "CHARTER") WAS ADOPTED BY THE BOARD OF
DIRECTORS (THE "BOARD") OF LEUCADIA NATIONAL CORPORATION (THE "COMPANY") ON
MARCH 9, 2004, EFFECTIVE APRIL 1, 2004.

This Charter is intended as a component of the flexible framework within which
the Board, assisted by its committees, directs the affairs of the Company. While
it should be interpreted in the context of all applicable laws, regulations and
listing requirements, as well as in the context of the Company's Certificate of
Incorporation and By-Laws, it is not intended to establish by its own force any
legally binding obligations.

I. PURPOSE

The Audit Committee (the "Committee") shall assist the Board in fulfilling its
responsibility to oversee management regarding: (i) the conduct and integrity of
the Company's financial reporting to any governmental or regulatory body, the
public or other users thereof; (ii) the Company's systems of internal accounting
and financial and disclosure controls; (iii) the qualifications, engagement,
compensation, independence and performance of the Company's independent
auditors, their conduct of the annual audit, and their engagement for any other
services; (iv) the Company's legal and regulatory compliance; (v) the Company's
codes of ethics as established by management and the Board; and (vi) the
preparation of the audit committee report required by rules of the Securities
and Exchange Commission (the "SEC") to be included in the Company's annual proxy
statement.

In discharging its oversight role, the Committee is authorized: (i) to
investigate any matter that the Committee deems appropriate, with access to all
books, records, facilities and personnel of the Company; and (ii) to retain
independent counsel, auditors or other experts, with adequate funding provided
by the Company.

II. COMMITTEE MEMBERSHIP

The Committee shall consist of three or more members of the Board, each of whom
has been determined by the Board to be "independent" in accordance with
applicable rules of the SEC and the New York Stock Exchange. All members of the
Committee shall meet the financial literacy requirements of the New York Stock
Exchange and at least one member shall have accounting or related financial
management expertise. No member of the Committee may serve on the audit
committee of more than three public companies, including the Company, unless the
Board has determined that such simultaneous service would not impair the ability
of such member to effectively serve on the Committee. Such determination shall
be disclosed in the annual proxy statement.

III. COMMITTEE MEETINGS

The Committee shall meet on a regularly-scheduled basis at least four times per
year or more frequently as circumstances dictate. The Committee shall meet at
least quarterly with management and shall meet in separate executive sessions
with (i) management, (ii) the internal auditor (who may be a third party
performing that function) and (iii) the independent auditor, in each case to
provide the opportunity for full and frank discussion.

A-1

IV. KEY RESPONSIBILITIES

The Company's management is responsible for preparing the Company's financial
statements and the independent auditors are responsible for auditing those
financial statements. The Committee recognizes that Company management including
the internal audit staff (or third party performing that function) and the
independent auditors have more time, knowledge and detailed information about
the Company than do Committee members. Consequently, in carrying out its
oversight responsibilities, the Committee is not providing any expert or special
assurance as to the Company's financial statements or any professional
certification as to the independent auditor's work.

The following responsibilities are set forth as a guide with the understanding
that the Committee may diverge as appropriate given the circumstances. The
Committee is authorized to carry out these and such other responsibilities
assigned by the Board from time to time, and take any actions reasonably related
to the mandate of this Charter.

To fulfill its purpose, the Committee shall:

1. appoint (and if appropriate dismiss), evaluate, compensate and oversee
(taking into account the opinions of management and the Company's
internal auditor, where appropriate) the work of the independent
auditor, who shall report directly to the Committee; and resolve any
disagreements between management and the independent auditor regarding
financial reporting;

2. review and pre-approve any audit and permitted non-audit services
(including the fees and terms thereof) provided by the Company's
independent auditors (with pre-approvals disclosed as required in the
Company's periodic public filings);

3. review and discuss with management and the independent auditor: (i)
the adequacy of the Company's internal and disclosure controls and
procedures; (ii) any significant deficiencies in the design or
operation of the Company's internal controls; (iii) any fraud, whether
or not material, that involves management or other employees who have
a significant role in the Company's internal controls; and (iv)
related findings and recommendations of the independent auditors
together with management's responses;

4. review and discuss with management, including the Chief Financial
Officer or Comptroller, the independent auditor and the internal
auditor: (i) any significant findings during the year, including the
status of previous audit recommendations; (ii) any audit problems or
difficulties encountered in the course of audit work, including any
restrictions on the scope of activities or access to required
information; (iii) any changes required in the scope of the audit
plan; (iv) the audit budget and staffing; and (v) the coordination of
audit efforts in order to monitor completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources;

5. review and discuss with management, including the Chief Financial
Officer or Comptroller, and the independent auditor any significant
risks or exposures and assess the steps management has taken to
minimize such risks; and discuss with management, including the Chief
Financial Officer or Comptroller and the independent auditor, and
oversee the Company's underlying policies with respect to risk
assessment and risk management;

6. establish and maintain procedures for the receipt, retention and
treatment of complaints regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting
or auditing matters;

7. make recommendations in the appointment, reassignment, replacement, or
dismissal of the Chief Financial Officer, Comptroller and head of
internal audit;

8. review analyses prepared by the independent auditor setting forth
significant financial reporting issues and judgments made in
connection with the preparation of financial statements.

A-2

9. review periodically with counsel to the Company: (i) legal and
regulatory matters that may have a material impact on the Company's
financial statement; and (ii) the scope and effectiveness of
compliance policies and programs;

10. review periodically with management the provisions of any code of
business conduct and ethics (including the Company's policies and
procedures concerning trading in Company securities and use in trading
of proprietary or confidential information) applicable to directors
and senior officers (including financial officers), including any
waivers sought under such code; any waiver granted by the Committee
shall be reported by the Committee to the Board;

11. review and discuss with management and the independent auditor (i) all
critical accounting policies and practices used by the Company; (ii)
any significant changes in Company accounting policies; (iii) any
material alternative accounting treatments within GAAP that have been
discussed with management, including the ramifications of the use of
the alternative treatments and the treatment preferred by the
accounting firm; and (iv) any accounting and financial reporting
standards that may have a significant impact on the Company's
financial reports;

12. review and discuss with management and the independent auditor any
material financial or non-financial arrangements that do not appear on
the financial statements of the Company;

13. review and approve, where appropriate, any transactions or courses of
dealing with related parties (including, without limitation,
significant shareholders, directors, executive officers or other
members of senior management or their family members) that are
significant in size or involve terms or other aspects that differ from
those that would likely be negotiated with independent parties;

14. review and address conflicts of interest of directors and executive
officers;

15. review and discuss with the independent auditor: (i) any accounting
adjustments that were noted or proposed by the auditors but were
"passed" (as immaterial or otherwise), (ii) any "management" or
"internal control" letter issued, or proposed to be issued, by the
independent auditors to the Company or any other material written
communications between the accounting firm and management, such as any
management letter or schedule of "unadjusted differences;" and (iii)
if requested by the Audit Committee or identified by the independent
auditor any significant communications between the audit team and the
audit firm's national office respecting auditing or accounting issues
presented by the engagement.

16. review the Company's financial statements, including: (i) prior to
public release, reviewing and discussing with management and the
independent auditor the Company's annual and quarterly financial
statements to be filed with the SEC, including (a) the Company's
disclosures under "Management's Discussion and Analysis of Financial
Condition and Results of Operations," (b) any certifications regarding
the financial statements or the Company's internal accounting and
financial controls and procedures and disclosure controls or
procedures filed with SEC by the Company's senior executive and
financial officers and (c) the matters required to be discussed with
the independent auditor by Statement of Auditing Standards Nos. 61, 90
and 100; (ii) with respect to the independent auditor's annual audit
report and certification, before release of the annual audited
financial statements, meeting separately with the independent auditor
without any management member present and discussing the adequacy of
the Company's system of internal accounting and financial controls and
the appropriateness of the accounting principles used in and the
judgments made in the preparation of the Company's audited financial
statements and the quality of the Company's financial reports; (iii)
meeting separately, periodically, with management, with internal
auditors (or other personnel responsible for the internal audit
function) and with the independent auditor; and (iv) making a
recommendation to the Board regarding the inclusion of the audited
annual financial statements in the Company's Annual Report on Form
10-K to be filed with the SEC;

A-3

17. at least annually, review a report by the independent auditor
describing: (i) the firm's internal quality-control procedures; (ii)
any material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, regarding one or more independent audits carried
out by the firm, and any steps taken to deal with any such issues; and
(iii) all relationships between the independent auditor and the
Company (to be set out in the formal written statement described
below);

18. on an annual basis: (i) review a formal written statement from the
independent auditor delineating all relationships between the
independent auditor and the Company, consistent with Independence
Standards Board Standard No. 1 (as modified or supplemented), discuss
with the independent auditor its independence and take appropriate
action in response to the independent auditor's report to satisfy
itself of the auditor's independence; (ii) evaluate, and assure the
regular rotation of, the lead audit partner as required by law, and
consider whether, in the interest of assuring continuing independence
of the independent auditor, the Company should regularly rotate its
independent auditor; and (iii) set clear hiring policies for employees
or former employees of the independent auditors;

19. prepare a report to be included in the Company's annual proxy
statement stating whether or not the Committee: (i) has reviewed and
discussed the audited financial statements with management; (ii) has
discussed with the independent auditors the matters required to be
discussed by SAS Nos. 61 and 90; (iii) has received the written
disclosure and letter from the independent auditors (delineating all
relationships they have with the Company) and has discussed with them
their independence; and (iv) based on the review and discussions
referred to above, the members of the Committee recommended to the
Board that the audited financials be included in the Company's Annual
Report on Form 10-K for filing with the SEC;

20. discuss with management and the independent auditor, as appropriate
(but not necessarily in advance), earnings press releases and
financial information and earnings guidance (including non-GAAP
financial measures) provided to analysts and to rating agencies;

21. conduct an annual self-evaluation of the performance of the Committee,
including its effectiveness and compliance with this Charter;

22. review and reassess the adequacy of this Charter annually, and amend
as the Committee deems appropriate; and

23. report regularly to the Board on any matters the Committee deems
appropriate or the Board requests, and maintain minutes or other
records of Committee meetings and activities.

A-4

ANNEX B

LEUCADIA NATIONAL CORPORATION
COMPENSATION COMMITTEE CHARTER

This Compensation Committee Charter (this "Charter") was adopted by the Board of
Directors (the "Board") of Leucadia National Corporation (the "Company") on
March 9, 2004, effective April 1, 2004.

This Charter is intended as a component of the flexible framework within which
the Board, assisted by its committees, directs the affairs of the Company. While
it should be interpreted in the context of all applicable laws, regulations and
listing requirements, as well as in the context of the Company's Certificate of
Incorporation and By Laws, it is not intended to establish by its own force any
legally binding obligations.

I. PURPOSE

The Compensation Committee (the "Committee") shall (i) determine and approve the
compensation level for the Company's Chairman and President (the "Principal
Executive Officers"); (ii) in consultation with the Principal Executive
Officers, make recommendations to the Board with respect to (a) compensation for
the Company's other executive officers and (b) incentive compensation and
equity-based plans; and (iii) produce an annual report on executive compensation
for inclusion in the proxy statement.

In discharging its role, the Committee is empowered to investigate any matter
brought to its attention with access to all books, records, facilities and
personnel of the Company. The Committee has the power to retain outside counsel,
compensation consultants or other experts and will receive adequate funding from
the Company to engage such advisors. The Committee shall have the authority to
retain, compensate, terminate and oversee the executive compensation
consultants.

II. COMMITTEE MEMBERSHIP

The Committee shall consist of two or more members of the Board, each of whom
has been determined by the Board to be "independent" in accordance with
applicable rules of the New York Stock Exchange. In addition, no director may
serve unless he or she (i) is a "Non-employee Director" for purposes of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies
the requirements of an "outside director" for purposes of Section 162(m) of the
Internal Revenue Code.

III. COMMITTEE MEETINGS

The Committee shall meet on a regularly-scheduled basis at least once per year,
or more frequently as circumstances dictate.

IV. KEY RESPONSIBILITIES

To fulfill its purpose, the Committee shall:

1. review and approve corporate goals and objectives relevant to the
Principal Executive Officers' compensation consistent with the
Company's compensation philosophy as established by the Board,
including annual performance objectives;

B-1

2. evaluate the performance of the Principal Executive Officers against
those corporate goals and objectives, and determine or act with
independent directors as directed by the Board to determine and
approve the compensation level for the Principal Executive Officers
based on this evaluation;

3. review and make recommendations to the Board with respect to non-
Principal Executive Officer compensation;

4. review and make recommendations to the Board for approval of any
changes in incentive compensation plans and equity-based compensation
plans;

5. administer and monitor compliance by executives with the rules and
guidelines of the Company's equity based plans;

6. prepare a report to be included in the Company's annual proxy
statement, in accordance with applicable rules and regulation of the
NYSE, SEC and other applicable regulatory bodies;

7. conduct an annual self-evaluation of the performance of the Committee,
including its effectiveness and compliance with this Charter;

8. review and reassess the adequacy of this Charter annually, and amend
as the Committee deems appropriate; and

9. report regularly to the Board on Committee findings and
recommendations and any other matters the Committee deems appropriate
or the Board requests, and maintain minutes or other records of
Committee meetings and activities.

B-2

ANNEX C

LEUCADIA NATIONAL CORPORATION
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

This Nominating & Corporate Governance Committee Charter (this "Charter") was
adopted by the Board of Directors (the "Board") of Leucadia National Corporation
(the "Company") on March 9, 2004, effective April 1, 2004.

This Charter is intended as a component of the flexible framework within which
the Board, assisted by its committees, directs the affairs of the Company. While
it should be interpreted in the context of all applicable laws, regulations and
listing requirements, as well as in the context of the Company's Certificate of
Incorporation and By Laws, it is not intended to establish by its own force any
legally binding obligations.

I. PURPOSE

The Nominating and Corporate Governance Committee (the "Committee") shall assist
the Board by: (i) identifying individuals qualified to serve as directors
consistent with criteria approved by the Board, and where appropriate, screening
and reviewing such individuals and recommending to the Board candidates for
election at the annual meeting of shareholders to fill Board vacancies; (ii)
developing and recommending to the Board a set of corporate governance
principles; (iii) overseeing the evaluation of the Board and management; and
(iv) conducting an annual performance evaluation of the Committee.

In discharging its role, the Committee is empowered to investigate any matter
brought to its attention with access to all books, records, facilities and
personnel of the Company. The Committee has the power to retain outside counsel,
director search and recruitment consultants or other experts and will receive
adequate funding from the Company to engage such advisors. The Committee shall
have the authority to retain, compensate, terminate and oversee director search
and recruitment consultants.

II. COMMITTEE MEMBERSHIP

The Committee shall consist of not less than three members of the Board, each of
whom has been determined by the Board to be "independent" in accordance with
applicable rules of the New York Stock Exchange.

III. COMMITTEE MEETINGS

The Committee shall meet on a regularly-scheduled basis at least once per year,
or more frequently as circumstances dictate.

IV. KEY RESPONSIBILITIES

To fulfill its purpose, the Committee shall:

1. identify, screen and review individuals qualified to serve as
directors, consistent with criteria approved by the Board, and, in
consultation with the Chairman of the Board and the President of the
Company, recommend to the Board the nominees for election or
re-election at the next annual meeting of shareholders and for filling
any Board vacancies;

C-1

2. oversee the evaluation of the Board and management;

3. establish and recommend to the Board, oversee the implementation and
effectiveness of and recommend modifications as appropriate to, the
Company's Corporate Governance Guidelines;

4. review and recommend to the Board for approval any changes in the
compensation of directors;

5. conduct an annual self-evaluation of the performance of the Committee,
including its effectiveness and compliance with this Charter;

6. review and reassess the adequacy of this Charter annually, and amend
as the Committee deems appropriate; and

7. report regularly to the Board on Committee findings, recommendations
and any other matters the Committee deems appropriate or the Board
requests, and maintain minutes or other records of Committee meetings.

C-2

ANNEX D

LEUCADIA NATIONAL CORPORATION
PART III OF ARTICLE IV OF CERTIFICATE OF INCORPORATION

TRANSFER RESTRICTIONS

(a) Certain Definitions. As used in this Part III of Article FOURTH,
the following terms have the following respective meanings:

"Corporation Securities" means (i) shares of common stock of the
Corporation, (ii) shares of preferred stock of the Corporation, (iii) warrants,
rights, or options (within the meaning of Treasury Regulation
ss.1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other
interests that would be treated as "stock" of the Corporation pursuant to
Treasury Regulation ss.1.382-2T(f)(18).

"Percentage Stock Ownership" means percentage stock ownership as
determined in accordance with Treasury Regulation ss.1.382-2T(g), (h), (j), and
(k).

"Five-Percent Shareholder" means a Person or group of Persons that is
identified as a "5-percent shareholder" of the Corporation pursuant to Treasury
Regulation ss.1.382-2T(g)(1).

"Person" means an individual, corporation, estate, trust,
association, company, partnership, joint venture or similar organization.

"Prohibited Transfer" means any purported Transfer of Corporation
Securities to the extent that such Transfer is prohibited and void under this
Part III of Article FOURTH.

"Restriction Release Date" means the earlier of December 31, 2024,
the repeal of Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code") (and any comparable successor provision) ("Section 382"), or the
beginning of a taxable year of the Corporation (or any successor thereof) to
which no Tax Benefits may be carried forward.

"Tax Benefits" means the net operating loss carryovers, capital loss
carryovers, general business credit carryovers, alternative minimum tax credit
carryovers and foreign tax credit carryovers, as well as any "net unrealized
built-in loss" within the meaning of Section 382, of the Corporation or any
direct or indirect subsidiary thereof.

"Transfer" means any direct or indirect sale, transfer, assignment,
conveyance, pledge, or other disposition. A Transfer also shall include the
creation or grant of an option (within the meaning of Treasury Regulation
ss.1.382-2T(h)(4)(v)). A Transfer shall not include an issuance or grant of
Corporation Securities by the Corporation.

"Treasury Regulation ss.1.382-2T" means the temporary income tax
regulations promulgated under Section 382, and any successor regulations.
References to any subsection of such regulations include references to any
successor subsection thereof.

(b) Restrictions. Any attempted Transfer of Corporation Securities
prior to the Restriction Release Date, or any attempted Transfer of Corporation
Securities pursuant to an agreement entered into prior to the Restriction
Release Date, shall be prohibited and void ab initio to the extent that, as a
result of such Transfer (or any series of Transfers of which such Transfer is a
part), either (1) any Person or group of Persons shall become a Five-Percent
Shareholder, or (2) the Percentage Stock Ownership interest in the Corporation
of any Five-Percent Shareholder shall be increased; provided, however, that
nothing herein contained shall preclude the settlement of any transaction
entered into through the facilities of the New York Stock Exchange, Inc. in the
Corporation Securities.

D-1

(c) Certain Exceptions. The restrictions set forth in paragraph (b)
of this Part III of Article FOURTH shall not apply to an attempted Transfer if
the transferor or the transferee obtains the approval of the Board of Directors
of the Corporation. As a condition to granting its approval, the Board of
Directors may, in its discretion, require an opinion of counsel selected by the
Board of Directors that the Transfer shall not result in the application of any
Section 382 limitation on the use of the Tax Benefits.

(d) Treatment of Excess Securities.

(i) No employee or agent of the Corporation shall record any
Prohibited Transfer, and the purported transferee of such a Prohibited Transfer
(the "Purported Transferee") shall not be recognized as a shareholder of the
Corporation for any purpose whatsoever in respect of the Corporation Securities
which are the subject of the Prohibited Transfer (the "Excess Securities").
Until the Excess Securities are acquired by another Person in a Transfer that is
not a Prohibited Transfer, the Purported Transferee shall not be entitled with
respect to such Excess Securities to any rights of shareholders of the
Corporation, including without limitation, the right to vote such Excess
Securities and to receive dividends or distributions, whether liquidating or
otherwise, in respect thereof, if any. Once the Excess Securities have been
acquired in a Transfer that is not a Prohibited Transfer, the Securities shall
cease to be Excess Securities.

(ii) If the Board of Directors determines that a Transfer of
Corporation Securities constitutes a Prohibited Transfer then, upon written
demand by the Corporation, the Purported Transferee shall transfer or cause to
be transferred any certificate or other evidence of ownership of the Excess
Securities within the Purported Transferee's possession or control, together
with any dividends or other distributions that were received by the Purported
Transferee from the Corporation with respect to the Excess Securities
("Prohibited Distributions"), to an agent designated by the Board of Directors
(the "Agent"). The Agent shall thereupon sell to a buyer or buyers, which may
include the Corporation, the Excess Securities transferred to it in one or more
arm's-length transactions (over the New York Stock Exchange, if possible);
provided, however, that the Agent shall effect such sale or sales in an orderly
fashion and shall not be required to effect any such sale within any specific
time frame if, in the Agent's discretion, such sale or sales would disrupt the
market for the Corporation Securities or otherwise would adversely affect the
value of the Corporation Securities. If the Purported Transferee has resold the
Excess Securities before receiving the Corporation's demand to surrender the
Excess Securities to the Agent, the Purported Transferee shall be deemed to have
sold the Excess Securities for the Agent, and shall be required to transfer to
the Agent any Prohibited Distributions and the proceeds of such sale, except to
the extent that the Agent grants written permission to the Purported Transferee
to retain a portion of such sales proceeds not exceeding the amount that the
Purported Transferee would have received from the Agent pursuant to paragraph
(d)(iii) of this Article FOURTH if the Agent rather than the Purported
Transferee had resold the Excess Securities.

(iii) The Agent shall apply any proceeds of a sale by it of Excess
Securities and, if the Purported Transferee had previously resold the Excess
Securities, any amounts received by it from a Purported Transferee, as follows:
(1) first, such amounts shall be paid to the Agent to the extent necessary to
cover its costs and expenses incurred in connection with its duties hereunder;
(2) second, any remaining amounts shall be paid to the Purported Transferee, up
to the amount paid by the Purported Transferee for the Excess Securities (or the
fair market value, calculated on the basis of the closing market price for
Corporation Securities on the day before the Transfer, of the Excess Securities
at the time of the attempted Transfer to the Purported Transferee by gift,
inheritance, or similar Transfer), which amount (or fair market value) shall be
determined in the discretion of the Board of Directors; and (3) third, any
remaining amounts, subject to the limitations imposed by the following proviso,
shall be paid to the Leucadia Foundation; provided, however, that (i) if the
Leucadia Foundation shall have terminated prior to its receipt of such amounts,
such remaining amounts shall be paid to one or more organizations qualifying
under Section 501(c)(3) of the Code (and any comparable successor provision)
("Section 501(c)(3)") selected by the Board of Directors, and (ii) if the Excess
Securities (including any Excess Securities arising from a previous Prohibited
Transfer not sold by the Agent in a prior sale or sales), represent a 5% or
greater Percentage Stock Ownership interest in any class of Corporation
Securities, then any such remaining amounts to the extent attributable to the
disposition of the portion of such Excess Securities exceeding a 4.99 Percentage
Stock Ownership interest in such class shall be paid to one or more
organizations qualifying under Section 501(c)(3) selected by the Board of
Directors. The recourse of any Purported Transferee in respect of any Prohibited
Transfer shall be limited to the amount payable to the Purported Transferee
pursuant to clause (2) of the preceding sentence. In no event shall the proceeds
of any sale of Excess Securities pursuant to this Part III of Article FOURTH
inure to the benefit of the Corporation.

D-2

(iv) If the Purported Transferee fails to surrender the Excess
Securities or the proceeds of a sale thereof to the Agent within thirty business
days from the date on which the Corporation makes a demand pursuant to paragraph
(d)(ii) of this Article, then the Corporation shall institute legal proceedings
to compel the surrender.

(v) The Corporation shall make the demand described in paragraph
(d)(ii) of this Part III of Article FOURTH within thirty days of the date on
which the Board of Directors determines that the attempted Transfer would result
in Excess Securities; provided, however, that if the Corporation makes such
demand at a later date, the provisions of this Part III of Article FOURTH shall
apply nonetheless.

(e) Bylaws, Legends, etc.

(i) The Bylaws of the Corporation shall make appropriate provisions
to effectuate the requirements of this Part III of Article FOURTH.

(ii) All certificates representing Corporation Securities issued
after the effectiveness of this Part III of Article FOURTH shall bear a
conspicuous legend as follows:

THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS
SUBJECT TO RESTRICTIONS PURSUANT TO PART III OF ARTICLE
FOURTH OF THE CERTIFICATE OF INCORPORATION OF LEUCADIA
NATIONAL CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK
OF THIS CERTIFICATE.

(iii) The Board of Directors of the Corporation shall have the power
to determine all matters necessary to determine compliance with this Part III of
Article FOURTH, including without limitation (1) whether a new Five-Percent
Shareholder would be required to be identified in certain circumstances, (2)
whether a Transfer is a Prohibited Transfer, (3) the Percentage Stock Ownership
in the Corporation of any Five-Percent Shareholder, (4) whether an instrument
constitutes a Corporation Security, (5) the amount (or fair market value) due to
a Purported Transferee pursuant to clause (2) of paragraph (d)(iii) of this Part
III of Article FOURTH, and (6) any other matters which the Board of Directors
determines to be relevant; and the good faith determination of the Board of
Directors on such matters shall be conclusive and binding for all the purposes
of this Part III of Article FOURTH.

D-3

ANNUAL MEETING OF SHAREHOLDERS OF

LEUCADIA NATIONAL CORPORATION

MAY 11, 2004

PROXY VOTING INSTRUCTIONS

MAIL
----
DATE, SIGN AND MAIL YOUR PROXY
CARD IN THE ENVELOPE PROVIDED ---------------------------------------
AS SOON AS POSSIBLE. COMPANY NUMBER
---------------------------------------
TELEPHONE ACCOUNT NUMBER
--------- ---------------------------------------
CALL TOLL-FREE 1-800-PROXIES FROM CONTROL NUMBER
ANY TOUCH TONE TELEPHONE AND FOLLOW ---------------------------------------
THE INSTRUCTIONS. HAVE YOUR CONTROL
NUMBER AND THE PROXY CARD AVAILABLE
WHEN YOU CALL.

INTERNET
--------
ACCESS THE WEB PAGE AT www.voteproxy.com
AND FOLLOW THE ON-SCREEN INSTRUCTIONS.
HAVE YOUR CONTROL NUMBER AVAILABLE
WHEN YOU ACCESS THE WEB PAGE.

PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED IF YOU
ARE NOT VOTING VIA TELEPHONE OR THE INTERNET

--------------------------------------------------------------------------------

PROXY

LEUCADIA NATIONAL CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL
MEETING OF SHAREHOLDERS, MAY 11, 2004 AT 11:00 A.M.

The undersigned shareholder of Leucadia National Corporation (the
"Company") hereby appoints Ian M. Cumming, Joseph S. Steinberg, Laura E.
Ulbrandt and Corinne A. Maki and each of them, as attorneys and proxies, each
with power of substitution and revocation, to represent the undersigned at the
Annual Meeting of Shareholders of Leucadia National Corporation to be held at
Credit Suisse First Boston, 11 Madison Avenue, Level 2B Auditorium, New York,
New York on May 11, 2004 at 11:00 a.m., and at any adjournment or postponement
thereof, with authority to vote all shares held or owned by the undersigned in
accordance with the directions indicated herein.

Receipt of the Notice of Annual Meeting of Shareholders dated April
16, 2004, the Proxy Statement furnished herewith, and a copy of the Annual
Report to Shareholders for the year ended December 31, 2003 is hereby
acknowledged.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND PURSUANT TO ITEM 4.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

NY2:\1385284\02\T_W402!.DOC\76830.0001

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS

LEUCADIA NATIONAL CORPORATION

MAY 11, 2004

[Graphic] PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED [Graphic]

--------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW AND
FOR PROPOSALS 2 AND 3 AND PURSUANT TO ITEM 4. PLEASE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE [X]

--------------------------------------------------------------------------------

ITEM 1. Election of Directors. NOMINEES

[ ] FOR ALL NOMINEES [Graphic] IAN M. CUMMING
[Graphic] PAUL M. DOUGAN
[ ] WITHHOLD AUTHORITY FOR [Graphic] LAWRENCE D. GLAUBINGER
ALL NOMINEES [Graphic] ALAN J. HIRSCHFIELD
[Graphic] JAMES E. JORDAN
[ ] FOR ALL EXCEPT [Graphic] JEFFREY C. KEIL
(SEE INSTRUCTIONS BELOW) [Graphic] JESSE CLYDE NICHOLS, III
[Graphic] JOSEPH S. STEINBERG

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "FOR
ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as
show here: [Graphic]

ITEM 2. Approval of the amendment to the Company's Certificate of Incorporation
extending the expiration date of certain restrictions on the transferability of
the Company's common shares to December 31, 2024.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

ITEM 3. Ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Company for 2004.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

ITEM 4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly be presented to the Meeting or any adjournment of the
Meeting.

------------------------------------------------------------------

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be substituted via this method.

(Signature)___________________ (Signature if held jointly)___________________ Dated:__________, 2004

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THIS PROXY. WHEN
SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN. WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF
THE SIGNER IS A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME BY DULY
AUTHORIZED OFFICER, GIVING FULL TITLE AS SUCH. IF SIGNER IS A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.