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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[X] Definitive Proxy Statement
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[_] Soliciting Material Under Rule 14a-12

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 15, 2007

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April 17, 2007
To our common shareholders:

You are cordially invited to attend the annual meeting of shareholders
of Leucadia National Corporation to be held on May 15, 2007, at 10:00 a.m., at
PricewaterhouseCoopers LLP, CIBC Auditorium, 300 Madison Avenue, New York, New
York:

1. To elect eight directors.

2. To approve an amendment to our certificate of incorporation to
increase the number of our common shares, par value $1.00 per share, authorized
for issuance to 600,000,000 common shares. Currently, there are 300,000,000
common shares authorized for issuance.

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, 2007.

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
March 29, 2007 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.

LAURA E. ULBRANDT
Assistant Vice President and Secretary

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 17, 2007

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 15, 2007 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 March 29,
2007 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 March 29, 2007,
there were 216,574,237 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 17, 2007.

THE MEETING

DATE, TIME AND PLACE

The annual meeting will be held on May 15, 2007, at 10:00 a.m., at
PricewaterhouseCoopers LLP, CIBC Auditorium, 300 Madison Avenue, New York, New
York.

MATTERS TO BE CONSIDERED

At the meeting, shareholders will be asked to consider and vote to
elect eight directors and to ratify the selection of independent auditors. See
"ELECTION OF DIRECTORS," and "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
March 29, 2007, are entitled to notice of and to vote at the meeting. As of the
record date, there were 216,574,237 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. Ratification of the selection of
PricewaterhouseCoopers LLP as independent auditors requires the affirmative vote
of the holders of a majority of the common shares voted at the meeting.
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 25,474,780 or approximately 11.7% of the common shares
outstanding at the record date. Joseph S. Steinberg, a Director and President of
our company, beneficially owns 28,042,592 or approximately 12.9% of the common
shares outstanding at the record date. The Cumming Foundation, a private
charitable foundation established by Mr. Cumming, beneficially owns 563,646 or
approximately .3% of the common shares outstanding at the record date. Mr.
Cumming disclaims beneficial ownership of the common shares held by the private
charitable foundation. Messrs. Cumming and Steinberg have advised us that they
intend to cause all common shares that they beneficially own to be voted in
favor of each nominee named herein, in favor of the amendment to our certificate
of incorporation and in favor of ratification of the selection of independent
auditors. Mr. Cumming has advised us that he intends to cause all common shares
owned by his charitable foundation to be voted in favor of each nominee named
herein, in favor of the amendment to our certificate of incorporation and in
favor of ratification of the selection of independent auditors. In addition to

Messrs. Cumming and Steinberg, all our other directors and officers beneficially
own approximately .4% 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 the proposed amendment to 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.

"HOUSEHOLDING" OF ANNUAL REPORT AND PROXY MATERIALS

We have adopted a procedure approved by the Securities and Exchange
Commission called "householding." Under this procedure, shareholders of record
who have the same address and last name will receive only one copy of our Annual
Report and proxy statement unless one or more of these shareholders notifies us
that they wish to continue receiving individual copies. This procedure will
reduce our printing costs and postage fees.

Shareholders who participate in householding will continue to receive
separate proxy cards. Also, householding will not in any way affect dividend
check mailings.

If you are eligible for householding, but you and other shareholders of
record with whom you share an address currently receive multiple copies of the
Annual Report and/or the proxy statement, or if you hold in more than one
account, and in either case you wish to receive only a single copy of each of
these documents for your household, please contact our transfer agent, American
Stock Transfer and Trust Company, (in writing: 59 Maiden Lane, New York, New
York 10038; by telephone: in the U.S., Puerto Rico and Canada, 1-800-937-5449;
outside the U.S., Puerto Rico and Canada, 1-718-921-8200).

If we are householding materials to your address and you wish to
receive a separate copy of the 2006 Annual Report or this proxy statement, or if
you do not wish to participate in householding and prefer to receive separate
copies of these documents in the future, please contact American Stock Transfer
as indicated above.

Beneficial shareholders can request information about householding from
their banks, brokers or other holders of record.

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 $7,500. 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 2006, 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. 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 March 29, 2007.

AGE, PERIOD SERVED AS DIRECTOR, OTHER
NAME AND PRESENT POSITION, BUSINESS EXPERIENCE DURING THE LAST FIVE
IF ANY, WITH THE COMPANY YEARS AND FAMILY RELATIONSHIPS, IF ANY
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Ian M. Cumming,
Chairman of the Board........... Mr. Cumming, 66, 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 29.9% equity interest, Mr.
Cumming has an approximate 7.4% equity
interest in HomeFed and a private charitable
foundation, as to which Mr. Cumming
disclaims beneficial ownership, has a 2.1%
equity interest in HomeFed. Mr. Cumming is
also a member of the Board of Managers of
Premier Entertainment Biloxi, LLC, the owner
of the Hard Rock Hotel & Casino in Biloxi,
Mississippi, in which we own all of the
preferred equity and 46% of the common
equity. Mr. Cumming is also an alternate
director of Fortescue Metals Group Ltd, an
Australian public company that is engaged in
the mining of iron ore, in which we have a
9.9% equity interest.

Paul M. Dougan..................... Mr. Dougan, 69, has served as a director
since May 1985. Mr. Dougan is a private
investor. Until July 2004, he was a director
and President and Chief Executive Officer of
Equity Oil Company, a company engaged in oil
and gas exploration and production.

Lawrence D. Glaubinger............. Mr. Glaubinger, 81, 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.

Alan J. Hirschfield................ Mr. Hirschfield, 71, 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
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 had (until August 2004)
an approximate 6% equity interest, and is a
director and Vice-Chairman of Cantel Medical
Corp., a healthcare company.

James E. Jordan.................... Mr. Jordan, 63, has served as a director
since February 1981. Mr. Jordan is a private
investor. He was the Managing Director of
Arnhold and S. Bleichroeder Advisers, LLC, a
privately owned global investment management
company from July 2002 to June 2005. Mr.
Jordan is a director of First Eagle family
of mutual funds, JZ Equity Partners Plc., a
British investment trust company, and
Florida East Coast Industries, Inc., a
holding company with railroad and real
estate interests.

Jeffrey C. Keil.................... Mr. Keil, 63, has served as a director since
April 2004. Mr. Keil has been Chairman of
International Real Returns, LLC, a private
investment advisor, since July 2004 and
served as Chairman of its Executive
Committee from January 1998 to June 2001.
Mr. Keil was President, from July 2001
through June 2004, of Ellesse, LLC, a
private advisory company. 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 investment trust, and Presidential
Life Insurance Company, an insurance
company.

Jesse Clyde Nichols, III........... Mr. Nichols, 67, has served as a director
since June 1978. Mr. Nichols is a private
investor. He was President, from May 1974
through 2000, of Nichols Industries, Inc., a
diversified holding company. Mr. Nichols is
a director of Jordan Industries, Inc., a
public company, of which we beneficially own
approximately 10.1% of the common stock,
which owns and manages manufacturing
companies.

Joseph S. Steinberg, President..... Mr. Steinberg, 63, has served as a director
since December 1978 and as our President
since January 1979. He is also a director of
FINOVA and Jordan Industries, Inc. In
addition, Mr. Steinberg is Chairman of the
Board of HomeFed; Mr. Steinberg has an
approximate 8.2% equity interest in HomeFed,
a trust for the benefit of Mr. Steinberg's
children has a .7% equity interest in
HomeFed and a private charitable trust, as
to which Mr. Steinberg disclaims beneficial
ownership, has a .5% equity interest in
HomeFed. Mr. Steinberg is a member of the
Board of Managers of Premier Entertainment
Biloxi and a director of Fortescue.

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

INFORMATION CONCERNING
THE BOARD OF DIRECTORS AND BOARD COMMITTEES

DIRECTOR INDEPENDENCE

Pursuant to our Corporate Governance Guidelines, a copy of which is
available on our website, www.leucadia.com, the Board of Directors is required
to affirmatively determine that a majority of the directors is independent under
the listing standards of the New York Stock Exchange, the exchange on which the
Company's common shares are traded. In accordance with the Guidelines, the Board
of Directors undertakes an annual review of director independence. During this
review, the Board considers all transactions and relationships between each
director or any member of his immediate family and the Company, and its
subsidiaries and affiliates. The Board also examines transactions and
relationships between directors or their affiliates and Ian M. Cumming, our
Chairman of the Board, and Joseph S. Steinberg, our President, and their
respective affiliates. The purpose of this review is to determine whether any
such relationships or transactions is considered a "material relationship" that
would be inconsistent with a determination that a director is independent. The
Board has not adopted any "categorical standards" for assessing independence,
preferring instead to consider and disclose existing relationships with the
non-management directors and the Company, Mr. Cumming or Mr. Steinberg.

As a result of this review, on March 6, 2007, the Board affirmatively
determined that, other than Mr. Cumming and Mr. Steinberg, all of the directors
are independent of the Company and its management. In determining that all of
the other directors are independent, the Board reviewed the New York Stock
Exchange corporate governance rules and also determined that the following
relationships are not material relationships and therefore do not affect the
independence determination: Mr. Cumming and Mr. Hirschfield are passive
investors, each with a 15% passive interest, in a regional internet service
provider, Mr. Cumming is a 6.6% passive stockholder in a restaurant that is 50%
owned by Mr. Hirschfield and Mr. Cumming made a charitable contribution of
$100,000 in 2004 to a non-profit private school of which a son of Mr.
Hirschfield is headmaster; Mr. Keil is a trustee of several trusts (certain of
which hold our common shares) for the benefit of Mr. Steinberg's children and
other family members (for which Mr. Keil receives no remuneration); Mr. Dougan
is the retired President of Equity Oil Company, a company with which the Company
had a joint venture that was dissolved in 2004 and Mr. Dougan's son-in-law is
the Associate Director of the State of Utah School and Institutional Trust Lands
Administration, a state agency that is in negotiations to sell to the Company
certain parcels of land and as to which Mr. Dougan's son-in-law has no financial
interest. In addition, as stated in the Corporate Governance Guidelines, the
Board has determined that friendship among directors shall not in and of itself
be a basis for determining that a director is not independent for purposes of
serving on the Board. On April 12, 2007, in view of Mr. Keil's son-in-law
becoming an employee of the Company (described below under "Certain
Relationships and Related Person Transactions--Related Person Transactions"),
the Board of Directors reconsidered Mr. Keil's independence and determined that
he continues to be independent of the Company and its management.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

POLICIES AND PROCEDURES WITH RESPECT TO TRANSACTIONS WITH RELATED
PERSONS

The Board has adopted a policy to for the review, approval and
ratification of transactions that involve "related persons" and potential
conflicts of interest (the "Related Person Transaction Policy").

The Related Person Transaction Policy applies to each director
and executive officer of the Company; any nominee for election as a director of
the Company; any security holder who is known to own of record or beneficially
more than five percent of any class of the Company's voting securities; any
immediate family member of any of the foregoing persons; and any corporation,
firm, association or their entity in which one or more directors of the Company
are directors or officers, or have a substantial financial interest (each a
"Related Person").

Under the Related Person Transaction Policy, a Related Person
Transaction is defined as a transaction or arrangement involving a Related
Person in which the Company is a participant or that would required disclosure
in the Company's filings with the SEC as a transaction with a Related Person.

Under the Related Person Transaction Policy, Related Persons
must disclose to the Audit Committee any potential Related Person Transactions
and must disclose all material facts with respect to such interest. All Related
Person Transactions will be reviewed by the Audit Committee and, in its
discretion, approved or ratified. In determining whether to approve or ratify a
Related Person Transaction the Audit Committee will consider the relevant facts
and circumstances of the Related Person Transaction which may include factors
such as the relationship of the Related Person with the Company, the materiality
or significance of the transaction to the Company and the Related Person, the
business purpose and reasonableness of the transaction, whether the transaction
is comparable to a transaction that could be available to the Company on an
arms-length basis, and the impact of the transaction on the Company business and
operation.

RELATED PERSON TRANSACTIONS

The Company is party to a Services Agreement with each of
Messrs. Cumming and Steinberg, each dated as of January 1, 2004, pursuant to
which the Company has agreed to provide certain services for Messrs. Cumming and
Steinberg and/or affiliated entities. Such services include accounting and cash
management services and tax services for both of Messrs. Cumming and Steinberg
and transportation services for Mr. Steinberg. Each of Mr. Cumming and Mr.
Steinberg pays the Company the cost of providing services to them under the
Services Agreements. Mr. Cumming and Mr. Steinberg paid the Company $100,000 and
$226,000, respectively, for services rendered by the Company in 2006 and have
advanced the Company $110,000 and $236,000, respectively, for services to be
rendered by the Company under these agreements in 2007.

Mr. Steinberg's brother, Morton M. Steinberg, is a partner in
the law firm DLA Piper, US LLP, an international law firm with offices in twenty
four countries. During 2006, the Company paid approximately $3,000,000 in
aggregate fees to such firm for legal services rendered to the Company. This
amount represents less than 3% of all fees received by DLA Piper, US LLP in
2006. Mr. Morton Steinberg has a less than 1% partnership interest in DLA Piper,
US LLP.

The Company has engaged Patrick Q. Riordan, the son-in-law of
Jeffrey C. Keil, a director of the Company and Chairman of the Company's Audit
Committee, to become an at-will employee of a subsidiary, effective April 1,
2007. Pursuant to such arrangement, Mr. Riordan will receive an annual salary of
$300,000 and is entitled to an annual cash bonus of at least $50,000. Mr.
Riordan is being engaged to identify new investment opportunities for the
Company, and if any such opportunities is consummated, he would be entitled to a
profits interest to be determined by the Company in each such instance, subject
to the Company's having received a preferred rate of return on such investment.
This arrangement was approved by the Audit Committee pursuant to the terms of
the Company's Related Person Transaction Policy, with Mr. Keil abstaining. In
light of Mr. Riordan's employment with the Company, on April 12, 2007, the Board
of Directors reconsidered Mr. Keil's independence and determined that Mr.
Riordan's employment does not affect Mr. Keil's status as an independent
director.

The Audit Committee or the Board have approved or ratified
each of the foregoing.

MEETINGS AND COMMITTEES

During 2006, 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 2006, the Audit Committee met with management and the
independent auditors seven times and took action on two other occasions and met
twice during 2007. 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 to the
proxy statement for our 2004 Annual Meeting of Shareholders and is also
available on our website. See "Annual Report and Company Information" below. 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 consists of Messrs. Cumming (Chairman), Glaubinger, Jordan
and Steinberg. The Executive Committee did not meet in 2006.

The functions of the Compensation Committee are to determine and
approve the compensation of the Chairman of the Board and President including
under the 2003 Senior Executive Annual Incentive Bonus Plan (as amended), make
recommendations to the Board of Directors with respect to compensation of our
other executive officers in consultation with Messrs. Cumming and Steinberg,
including with respect to our employee benefit and incentive plans, and to
administer our 1999 Stock Option Plan (as amended). The Board of Directors has
adopted a charter for the Compensation Committee, which is attached as Annex B
to the proxy statement for our 2004 Annual Meeting of Shareholders and is also
available on our website. See "Annual Report and Company Information" below. The
Compensation Committee met six times and took action on one other occasion
during 2006 and met three times during 2007. The Compensation Committee consists
of Messrs. Nichols (Chairman), Glaubinger and Jordan.

The function of the Nominating and Corporate Governance 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; to develop and
recommend to the Board corporate governance guidelines; and to oversee the
evaluations of the Board and management. In selecting nominees to the Board of
Directors, the Nominating and Corporate Governance Committee assesses the
independence of the candidates and their ability to comply with the Company
Corporate Governance Guidelines. The Board of Directors has adopted a charter
for the Nominating and Corporate Governance Committee, which is attached as
Annex C to the proxy statement for our 2004 Annual Meeting of Shareholders and
is also available on our website. See "Annual Report and Company Information"
below. The Nominating Committee met once and took action on two other occasion
during 2006 and met once during 2007 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 2008 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 2006.
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. During 2006, at each executive session, one non-management director was
designated by the non-management directors present to serve as the presiding
director to chair that executive session. Beginning in 2007, the non-management
directors annually will select a presiding director who will serve for a one
year term. Mr. Alan Hirschfield is the presiding director for 2007.

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 March 29, 2007 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 determined in accordance with Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, 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) 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
------------------- -------------------- --------
Horizon Asset Management Inc. (a)(b)........ 14,767,549 6.8%
Ian M. Cumming.............................. 25,474,780(c)(d) 11.7%
Paul M. Dougan.............................. 27,200(e) *
Lawrence D. Glaubinger...................... 259,250(f) .1%
Alan J. Hirschfield......................... 39,250(g) *
James E. Jordan............................. 139,000(h) *
Jeffrey C. Keil............................. 14,250(g) *
Thomas E. Mara.............................. 174,300(i) *
Jesse Clyde Nichols, III.................... 161,080(j) *
Joseph A. Orlando........................... 172,542(k) *
H.E. Scruggs................................ 55,802 *
Joseph S. Steinberg......................... 28,042,592(d)(l) 12.9%
Cumming Foundation ......................... 563,646(m) .3%
All directors and executive officers
as a group (12 persons)................... 54,517,471(n) 25.0%

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

* Less than .1%.

(a) The business address of Horizon Asset Management Incorporated ("Horizon")
is 470 Park Avenue South, New York, New York 10016.

(b) Based upon a Schedule 13G dated February 13, 2007 filed by Horizon and
discussions with Horizon, the securities reported in Horizon's 13G are
beneficially owned by separate managed account holders which, pursuant to
individual advisory contracts, are advised by Horizon. Such advisory
contracts grant to Horizon all investment and voting power over the
securities owned by such advisory clients. Beneficial ownership of these
common shares, including all rights to distributions in respect thereof
and the proceeds of a sale or disposition, is held by the separate,
unrelated account holders, and Horizon disclaims beneficial ownership of
such common shares.

(c) Includes 445,620 (.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 800,000 (.4%) common shares
which Mr. Cumming currently has the right to acquire upon exercise of
warrants. Also includes 4,550,000 shares as collateral for various lines
of credit.

(d) 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.

(e) Includes 10,250 common shares that may be acquired upon the exercise of
currently exercisable stock options and 300 (less than .1%) common shares
owned by Mr. Dougan's wife as to which Mr. Dougan disclaims beneficial
ownership.

(f) Includes 3,000 common shares that may be acquired upon the exercise of
currently exercisable stock options and 35,800 common shares beneficially
held by Mr. Glaubinger's private charitable foundation, as to which Mr.
Glaubinger disclaims beneficial ownership.

(g) Consists of 4,250 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(h) Includes 3,000 common shares that may be acquired upon the exercise of
currently exercisable stock options. Also includes 45,466 shares held in a
margin account.

(i) Includes 108,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(j) Includes 10,250 common shares that may be acquired upon the exercise of
currently exercisable stock options and 128,554 (less than .1%) common
shares held by a revocable trust for Mr. Nichols' benefit in a margin
account, 22,276 (less than .1%) common shares beneficially owned by Mr.
Nichols' wife (directly and indirectly through a majority owned company),
7,420 shares (less than .1%) common shares owned by Mr. Nichols' minor
children and in trusts for the benefit of Mr. Nichols' minor children as
to which Mr. Nichols may be deemed to be the beneficial owner.

(k) Includes 36,000 common shares that may be acquired upon the exercise of
currently exercisable stock options.

(l) Includes 139,200 (less than .1%) common shares beneficially owned by Mr.
Steinberg's wife and daughter, 22,036,424 (10.2%) common shares held by
corporations that are wholly owned by Mr. Steinberg, or by corporations
that are wholly owned by a family trust as to which Mr. Steinberg has sole
voting and dispositive control, and 2,339,712 (1.1%) common shares held in
a trust for the benefit of Mr. Steinberg's children as to which Mr.
Steinberg may be deemed to be the beneficial owner and 800,000 (.4%)
common shares which Mr. Steinberg currently has the right to acquire upon
exercise of warrants.

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

(n) Includes 300 common shares owned of record by the spouse of a director of
the Company as to which the director disclaims beneficial ownership;
1,600,000 common shares that may be acquired by Messrs. Cumming and
Steinberg pursuant to the exercise of currently exercisable warrants;
35,000 common shares that may be acquired by directors pursuant to the
exercise of currently exercisable stock options; and 195,029 common shares
that may be acquired by certain officers pursuant to the exercise of
currently exercisable stock options.

As of March 29, 2007, Cede & Co. held of record 156,756,912 common
shares (approximately 72.4% 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.

As described in our Form 10-K for the year ended December 31, 2006, our
common shares are subject to transfer restrictions that are designed to reduce
the possibility that certain changes in ownership could result in limitations on
the use of our significant tax attributes. Our certificate of incorporation
contains provisions that generally restrict the ability of a person or entity
from acquiring ownership (including through attribution under the tax law) of 5%
or more of our common shares and the ability of persons or entities now owning
5% or more of our common shares from acquiring additional common shares.
Shareholders (and prospective shareholders) are advised that, under the tax law
rules incorporated in these provisions, the acquisition of even a single common
share may be proscribed under our certificate of incorporation, given (among
other things) the tax law ownership attribution rules as well as the tax law
rules applicable to acquisitions made in coordination with or in concert with
others. The restriction will remain until the earliest of (a) December 31, 2024,
(b) the repeal of Section 382 of the Internal Revenue Code (or any comparable
successor provision) and (c) the beginning of our taxable year to which these
tax attributes may no longer be carried forward. The restriction may be waived
by our Board of Directors. Shareholders are advised to carefully monitor their
ownership of our common shares and consult their own legal advisors and/or us to
determine whether their ownership of our common shares approaches the proscribed
level. Based upon discussions with Horizon, we believe that the beneficial
ownership (determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934) by Horizon of common shares as reflected in the table

above is not in violation of the transfer restrictions contained in our
certificate of incorporation.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

INTRODUCTION

Our principle executive officers, Ian M. Cumming and Joseph S.
Steinberg, in consultation with the Compensation Committee of the Board of
Directors of the Company (the "Compensation Committee"), establish our
compensation philosophy and executive compensation program. The Compensation
Committee determines and approves the compensation of Messrs. Cumming and
Steinberg, including bonus compensation under the 2003 Senior Executive Annual
Incentive Bonus Plan, and makes recommendations to the Board of Directors, in
consultation with Messrs. Cumming and Steinberg, with respect to the
compensation of the other executive officers of the Company including those
named in the Summary Compensation Table ( the "Senior Executive Officers" and
together with Mr. Cumming and Mr. Steinberg, the "Named Executive Officers").

COMPENSATION OBJECTIVES AND PHILOSOPHY

Our compensation philosophy is based upon rewarding current and past
contributions, performance and dedication and providing incentives for superior
long-term performance. We believe that there should be a strong link between pay
and performance of both the Company and the individual. Accordingly, a large
percentage of annual compensation consists of discretionary bonus compensation.
This ensures that compensation paid to an executive reflects the individual's
specific contributions to our success, the level and degree of complexity
involved in his/her contributions to the Company and the Company's overall
performance. We believe our compensation package aligns the interests of
executive officers with those of our shareholders.

The Company believes that our current compensation program fits within
our overall compensation philosophy of providing a straight-forward compensation
package and strikes the appropriate balance between short and long-term
performance objectives. Additionally, given the past success of the Company and
the long term employment relationships that the Company has enjoyed, we believe
that the compensation package has achieved the goals of providing both
incentives and rewards, and retaining talented personnel.

ROLE OF PRINCIPAL EXECUTIVE OFFICERS IN COMPENSATION DECISIONS

In determining executive compensation, the Compensation Committee works
closely with Messrs. Cumming and Steinberg. In January of each year Messrs.
Cumming and Steinberg meet with the Compensation Committee to report their
recommendations for the prior year's bonus and current year's salary levels for
the Senior Executive Officers.

SETTING EXECUTIVE COMPENSATION

In determining compensation for our Senior Executive Officers, neither
the Compensation Committee, nor Messrs. Cumming and Steinberg, rely on any
specific formula, benchmarking or pre-determined targets. In making their
recommendations to the Compensation Committee, Messrs. Cumming and Steinberg
focus primarily on their subjective determination of the performance of the
individual executive officer, as well as on the performance of the Company.

In considering executive compensation, Messrs. Cumming and Steinberg
take into account the dedication, institutional knowledge and significant
contributions (which often involve developing newly acquired enterprises, the
success of which may not be evident for several years) that our executive
officers bring to the Company, as well as the status of the Company's

investments. Messrs. Cumming and Steinberg report their compensation proposals
to the Compensation Committee for its consideration and recommendation to the
full Board of Directors.

ELEMENTS OF COMPENSATION

In an effort to reflect our compensation philosophy and keep our
compensation program as straightforward as possible, our compensation package
for Named Executive Officers consists of four basic elements:

(1) base salary;

(2) annual bonus compensation (which for Messrs. Cumming and
Steinberg is principally governed by our shareholder approved
2003 Senior Executive Annual Incentive Bonus Plan discussed
below);

(3) long-term incentives in the form of stock options
granted pursuant to our shareholder approved 1999 Stock Option
Plan (for executive officers other than Messrs. Cumming and
Steinberg) and our shareholder approved 2006 Senior Executive
Warrant Plan (for Messrs. Cumming and Steinberg); and

(4) retirement benefits pursuant to our Savings and
Retirement Plan.

Other elements of compensation include medical and life insurance
benefits available to employees generally. Additionally, certain perquisites may
be available to executive officers that are not available to other 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 and warrants 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 are designed to
provide employees with income after they retire, and the Company's annual
contribution is determined based upon a combination of an employee's age and
years of service.

Other than Messrs. Cumming and Steinberg, none of our executive
officers is a party to an employment agreement with the Company.

BASE SALARY

Base salary is 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. Base salary of
executive officers other than Messrs. Cumming and Steinberg is determined by the
Board of Directors after considering the recommendation of the Compensation
Committee in consultation with Messrs. Cumming and Steinberg. Base salary of
Messrs. Cumming and Steinberg is based upon their employment agreements
discussed in greater detail below.

SHORT TERM INCENTIVES - ANNUAL BONUS COMPENSATION

Bonus compensation of executive officers, other than Messrs. Cumming
and Steinberg, is determined on the basis of recommendations made to the
Compensation Committee by Messrs. Cumming and Steinberg based on their
subjective assessment of an executive's performance and the Company's
performance. Bonus Compensation for Messrs. Cumming and Steinberg is determined

by the Compensation Committee principally pursuant to the terms of the 2003
Senior Executive Annual Incentive Bonus Plan, as amended (the "Bonus Plan"),
although the Compensation Committee may award bonuses to Messrs. Cumming and
Steinberg in addition to the amounts provided under the Bonus Plan.

Additionally, in 2006 all employees of Leucadia National Corporation
(but not all subsidiaries) received an annual discretionary year-end bonus equal
to 3% of base salary.

LONG TERM INCENTIVES - STOCK OPTIONS

We, by means of our 1999 stock option plan, as amended (the "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. Since employees only realize a gain if the price of the common shares
increases during the period of the option, shareholder and executive interests
are aligned. Options granted to executive officers generally become exercisable
at the rate of 20% per year, commencing approximately 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 level and performance, as well as the
date and extent of prior option grants. Options are granted to executive
officers by the Compensation Committee upon the recommendation of Messrs.
Cumming and Steinberg. Options are not granted according to a set schedule;
however, since 2000 the Compensation Committee has granted options every other
year. Options are priced at the closing price on the date of grant and are not
granted to precede the announcement of favorable information.

LONG TERM INCENTIVES - WARRANTS

Although Messrs. Cumming and Steinberg are eligible to participate in
the Stock Option Plan, they have never received stock options; instead Messrs.
Cumming and Steinberg have received shareholder approved warrants.

As discussed elsewhere in this Compensation Disclosure and Analysis, on
March 6, 2006, the Board of Directors approved (with Messrs. Cumming and
Steinberg abstaining), subject to shareholder approval received on May 16, 2006,
the grant to each of Messrs. Cumming and Steinberg of Warrants to purchase
2,000,000 common shares at an exercise price equal to 105% of the closing price
per common share on March 6, 2006, the date the Warrants were granted by the
Company (resulting in a per share exercise price of $28.515, after giving effect
to the June 2006 two-for-one stock split ).

RETIREMENT BENEFITS PURSUANT TO OUR SAVINGS AND RETIREMENT PLAN AND,
WITH RESPECT TO ELIGIBLE EMPLOYEES, THE FROZEN DEFINED BENEFIT PENSION
PLAN

SAVINGS AND RETIREMENT PLAN

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
for eligible participants determined on the basis of age and service with
potential contributions ranging from 2% of eligible compensation up to 16% of
eligible compensation. Eligible compensation for 2006 was limited to $220,000.

FROZEN DEFINED BENEFIT PENSION PLAN

We and certain of our affiliated companies maintain a frozen retirement
plan, the Leucadia National Corporation Retirement Plan , as amended and
restated effective January 1, 1997 (the "Frozen Defined Pension Plan"), for
certain of our employees and employees of these affiliated companies. No benefit
accruals under the retirement plan have been allowed and no new participants

have been allowed after December 31, 1998. All participants are 100% vested in
their frozen accrued benefit. Participants were not required to make any
contributions under the retirement plan.

Pension benefits may be collected upon attainment of normal retirement
age (age 65) or upon satisfying the criteria for early retirement (age 55 with
at least 10 years of service). All early retirement benefit payments are
actuarially reduced to reflect the longer expected payout period. Mr. Cumming is
currently eligible to receive a normal retirement benefit. Messrs. Steinberg and
Mara are currently eligible to receive an early retirement benefit.

The retirement plan provides for a survivor's benefit payable to the
spouse of a plan participant upon the death prior to retirement of the plan
participant. Should the death of any of our Named Executive Officers have
occurred on December 31, 2006, their spouses would be entitled to the following
amounts under the Leucadia National Corporation Retirement Plan (subject to
certain elections which may be made as described below): Mr. Cumming's spouse
would receive $152,000, Mr. Steinberg's spouse would receive $141,000, Mr.
Mara's spouse would receive $127,000, Mr. Orlando's spouse would receive $83,000
and Mr. Scruggs' spouse would receive $30,000.

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. With the spouse's consent, a married participant may
alternatively elect to receive benefits in the form of a single life annuity, a
75% joint and survivor annuity, a 100% joint and survivor annuity, a 5-year
certain and life annuity, a 10-year certain and life annuity or a lump sum.

All of our retirement plans are intended to qualify under the
provisions of Section 401 of the Internal Revenue Code of 1986 (the "Code").

OTHER BENEFITS; EXECUTIVE PERQUISITES

Medical and life insurance benefits are available to employees
generally. Additionally, under our employment agreements with Messrs. Cumming
and Steinberg, we have 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.

Messrs. Cumming and Steinberg each may use the Company's aircraft for
non-business purposes. The incremental costs of any such usage are reported as
other compensation in the Summary Compensation Table included elsewhere in this
proxy statement.

Certain of our executive officers receive the use of Company owned cars
and certain related benefits. The incremental costs of any personal use by the
Named Executive Officers are reported as other compensation in the Summary
Compensation Table included elsewhere in this proxy statement.

STOCK OWNERSHIP REQUIREMENTS

We do not have a formal stock ownership requirement; however, our Named
Executive Officers beneficially own approximately 24.7% of our outstanding
Common Shares, as reflected in the Present Beneficial Ownership of Common Shares
table included in this proxy statement.

COMPENSATION OF SENIOR EXECUTIVE OFFICERS (EXECUTIVE OFFICERS OTHER THAN IAN M.
CUMMING AND JOSEPH S. STEINBERG)

In 2006, our Senior Executive Officers received cost of living
increases to their base salary (determined in January 2006), discretionary
bonuses for 2005 (also determined in January 2006) and grants of options.
Additionally, on January 12, 2007, the Company's Board of Directors, upon the
recommendation of the Compensation Committee in consultation with Messrs.
Cumming and Steinberg, approved annual salary increases (effective January 1,

2007) and discretionary 2006 cash bonuses for each of the Company's Senior
Executive Officers.

COMPENSATION OF MESSRS. CUMMING AND STEINBERG

The Compensation Committee determines and approves, in conjunction with
the Board of Directors, the annual compensation of Mr. Cumming, our Chairman of
the Board, and Mr. Steinberg, our President. The base compensation of Messrs.
Cumming and Steinberg is set pursuant to employment agreements between the
Company and each of Messrs. Cumming and Steinberg expiring June 30, 2015. See
"Employment Agreements and Elements of Post Termination Compensation and
Benefits." The base salaries of Messrs. Cumming and Steinberg provided for in
the current employment agreements initially were determined by the Compensation
Committee in 1994 and increase annually in July of each year only to reflect
annual cost-of-living increases.

Messrs. Cumming and Steinberg are also eligible to receive bonus
compensation under the Bonus Plan. The Bonus Plan directly links the annual
incentive bonus of Messrs. Cumming and Steinberg with our earnings, while
providing the Compensation Committee with the flexibility to reduce amounts to
be paid under the plan. The Bonus Plan, as amended in May 2006 pursuant to
shareholder approval, provides for annual incentive bonuses to be paid to each
of Messrs. Cumming and Steinberg in an amount equal to 1.35% of our audited
consolidated pre-tax earnings for each of the fiscal years through 2014. 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 Bonus Plan are made in cash following written
certification by the Compensation Committee as to the amount of the annual
incentive bonus for any given year.

Amounts awarded to Messrs. Cumming and Steinberg under the Bonus Plan
are determined and approved by the Compensation Committee each year following
the annual meeting of shareholders. Thus, amounts awarded to Messrs. Cumming and
Steinberg under the Bonus Plan for the 2005 fiscal year were determined on May
16, 2006 (see "2005 Performance Bonus" below), and any amounts awarded under the
Bonus Plan for the 2006 fiscal year will not be determined by the Compensation
Committee until May 2007.

The Bonus Plan is designed so that the cash bonuses awarded under the
plan will qualify as "performance-based compensation" under Section 162(m) of
the Code. The Compensation Committee has discretion, where appropriate, to pay
additional bonuses to Messrs. Cumming and Steinberg outside the Bonus Plan. In
this event, the Compensation Committee will take into consideration amounts paid
to Messrs. Cumming and Steinberg under the Bonus Plan. To the extent that the
Compensation Committee determines to award performance bonuses for a given year
outside the Bonus Plan, this compensation may not be deemed to be
performance-based compensation.

2005 PERFORMANCE BONUS; AMENDMENT TO BONUS PLAN

On May 16, 2006, the Compensation Committee, in conjunction with the
Board of Directors (with Messrs. Cumming and Steinberg not voting), awarded
performance bonuses for 2005 of $6,826,950 to each of Messrs. Cumming and
Steinberg. Of this amount, $5,057,000 was awarded under the Company's 2003
Senior Executive Annual Incentive Bonus Plan, representing 1.0% of the Company's
audited consolidated pre-tax income for the year ended December 31, 2005, the
maximum amount then awardable under the Bonus Plan as in effect for fiscal year
2005. The $1,769,950 balance of the 2005 performance bonus for each of Messrs.
Cumming and Steinberg was awarded in recognition of the significant benefits
that inured to the Company as a result of the sale in 2005 of the Company's
former subsidiary, WilTel Communications Group, LLC, and for which bonus
compensation under the Bonus Plan would not otherwise be paid. This additional
bonus amount was equal to .35% of the Company's audited consolidated pre-tax
income for the year ended December 31, 2005, and represents the additional
amount that would have been awardable under the Bonus Plan if the amendment to
the Bonus Plan approved at the 2006 annual meeting of shareholders had been in
effect for calendar year 2005.

The amount of the annual incentive bonus awarded under the plan to each
participant in any given year is subject to reduction by the Compensation
Committee, in its sole discretion. As stated above, the Bonus Plan is designed
so that the cash bonuses awarded under the plan will qualify as
"performance-based compensation" under Section 162(m) of the Internal Revenue
Code. However, the additional $1,769,950 bonus awarded to Messrs. Cumming and
Steinberg was outside of the Bonus Plan and does not qualify as
"performance-based compensation" under Section 162(m) of the Internal Revenue
Code.

Following receipt of shareholder approval at the Company's 2006 annual
meeting, the Bonus Plan was amended to increase the maximum annual incentive
bonus that may be paid to each of Messrs. Cumming and Steinberg under the plan
from 1% to 1.35% of our audited consolidated pre-tax earnings for performance
periods commencing on January 1, 2006 through 2014.

2006 PERFORMANCE BONUS

The Compensation Committee and the Board of Directors intend to
consider the 2006 performance bonus for each of Messrs. Cumming and Steinberg at
the 2007 organizational meeting of the Board following the 2007 shareholders
meeting on May 15, 2007.

2006 SENIOR EXECUTIVE WARRANT PLAN

On March 6, 2006, the Compensation Committee approved (i) adoption of
the 2006 Senior Executive Warrant Plan (the "Warrant Plan"), which provides for
the issuance, subject to shareholder approval, of warrants to Messrs. Cumming
and Steinberg as compensation and as an incentive for future services to the
Company and (ii) the grant to each of Messrs. Cumming and Steinberg of warrants
under the Warrant Plan (each, a "Warrant") to purchase 2,000,000 common shares
at an exercise price equal to 105% of the closing price per share of a common
share on the date the Warrants are granted (resulting in a per share exercise
price of $28.515, on a split adjusted basis). In considering the Warrant Plan,
the Compensation Committee noted that the proposed Warrants would expire on
March 5, 2011 and would vest in five equal tranches over the five-year term of
the Warrants, with 20% vesting on the date shareholder approval is received, and
an additional 20% vesting on each of March 6, 2007, 2008, 2009 and 2010
(provided, in the case of each Warrant, that Mr. Cumming or Mr. Steinberg (as
the case may be) has not voluntarily terminated his employment with the Company
or been terminated "for cause" (as defined in his employment agreement with the
Company) on or before any such date). In the event of the death of Mr. Cumming
or Mr. Steinberg, any unvested portion of the Warrant would become immediately
vested. The Warrants may be exercised in cash or through a cashless exercise
feature.

In determining whether to recommend approval of the Warrant Plan and
the Warrants to the Board of Directors, the Compensation Committee considered
the specific terms of the Warrant Plan and the Warrants, together with a variety
of factors, including the fact that (i) warrants historically have been a part
of the total compensation to Messrs. Cumming and Steinberg in the past, having
first been granted in 1979, together with the specific characteristics of the
prior warrants and that warrants had not been granted to either of Messrs.
Cumming or Steinberg since 2000; (ii) each of Messrs. Cumming and Steinberg is
party to an employment agreement with the Company, which in each case provides
for certain base salary and such other compensation as may be granted by the
Board of Directors; (iii) Warrants granted pursuant to the Warrant Plan would
have an exercise price above the market price of the underlying common shares on
the grant date of the Warrants, thereby linking any appreciation in the value of
the Warrants to an increase in the market price of the underlying common shares,
(iv) the vesting restrictions contained in the proposed Warrants and the fact
that vesting would terminate if Mr. Cumming or Mr. Steinberg (as the case may
be) voluntarily terminated his employment or is terminated "for cause" (as
defined in his employment agreement with the Company); and (v) certain tax
considerations, including that the issuance or exercise of the Warrants would
not have any significant effect on the Company's ability to use its net
operating loss carryforwards and that the Warrants would be designed to comply
with the provisions of Section 162(m) of the Code and, consequently, would
result in tax deductible compensation for the Company unlimited by Section
162(m) of the Code.

Based on the foregoing, the Compensation Committee believed that
Warrants issuable under the Warrant Plan were structured to be an incentive to
future services to the Company, while providing Messrs. Cumming and Steinberg
with the opportunity to share in any future increases in the market value of the
Company. The Warrants and the common shares issuable thereunder are transferable
(subject to the provisions of the Company's Certificate of Incorporation) and
have the benefit of a registration rights agreement pursuant to which the
Company will be obligated, in certain circumstances, to register the Warrants
and the common shares issuable thereunder. In addition, if the Board of
Directors or the Compensation Committee accelerates the vesting of the
outstanding options to purchase common shares, the Warrants will become
immediately exercisable.

EMPLOYMENT AGREEMENTS AND ELEMENTS OF POST-TERMINATION COMPENSATION AND BENEFITS

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 through
June 30, 2015 at annual salaries of $692,185 (as of July 1, 2006), subject to
annual cost-of-living adjustments effective July 1 of each year, plus any
additional compensation as may be voted by the Board of Directors. Although
their employment agreements entitle Messrs. Cumming and Steinberg to participate
in all of our incentive plans and those of our subsidiaries and affiliated
companies, they do not participate in any of those plans. 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. Additionally, as discussed under "Perquisites, "
Messrs Cumming and Steinberg each are able to use Company-owned aircraft and
suitable cars for non-business purposes.

Under the agreements, if there is an Initiating Event and (A) either
the employment of Messrs. Cumming or Steinberg is terminated by us (other than
for Cause or pursuant to the end of the term of the employment agreement or due
to the death or disability of Messrs. Cumming or Steinberg) or (B) 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, commencing on the date of termination and terminating at the close of
business on June 30, 2015 (the "Severance Period"). In addition, we or our
successors will continue to (1) pay an amount equal to what Messrs. Cumming or
Steinberg would have received under any pension plan of the Company had they
continued to be an active, full-time employee of the Company during the
Severance Period and (2) to carry the $1,000,000 term life insurance policies
payable to the beneficiaries of Messrs. Cumming and Steinberg through the
Severance Period.

An "Initiating Event" includes the consolidation or merger of the
Company with or into another corporation or other reorganization of the Company,
any of which results in a change in control of the Company; the sale of all or
substantially all of the assets of the Company; or the acquisition, directly or
indirectly, by any person, of beneficial ownership or more than fifty percent of
the outstanding voting securities of the Corporation. "Cause" is defined as the
commission of any act of gross negligence in the performance of duties or
obligations to the Company or any of its subsidiary or affiliated companies, or
the commission of any material act of disloyalty, dishonesty or breach of trust
against the Company or any of its subsidiary or affiliated companies.

Additionally, in the event of (1) the death of Messrs. Cumming or
Steinberg (as the case may be); or (2) in the event of the termination of the
agreement by the Company because of physical or mental disability of either
Messrs. Cumming or Steinberg (as the case may be), Messrs. Cumming or Steinberg
or either of their personal representative shall be entitled to receive the
following compensation prorated through the end of the month in which death or
termination occurs: (a) base salary; (b) any additional compensation authorized

by the Board of Directors; and (c) any annual cost of living adjustments to base
compensation required by the agreements. Thereafter, the company has no other
obligations under the agreements, other than to pay any accrued and/or vested
employee benefits, such as retirement, disability, profit sharing, stock
options, cash or stock bonus or other plan or arrangement.

During the term of the agreements, any renewals or extensions of the
agreements, and for a period of six months following termination of employment
with the Company, Messrs. Cumming and Steinberg shall not, without the prior
written approval of the Board of Directors of the Company solicit any customers
or clients of the Company or solicit any employees of the Company.

SHAREHOLDERS AGREEMENT

On May 16, 2006, the Board of Directors, upon the recommendation of the
Company's Audit Committee, approved an amendment to the Shareholders Agreement
among the Company, Ian M. Cumming and Joseph S. Steinberg dated June 30, 2003
(the "Shareholders Agreement"). Under the Shareholders Agreement, the Company
had agreed to repurchase up to 55% of the interest of each of Mr. Cumming and
Mr. Steinberg in the common shares of the Company upon the death of Mr. Cumming
and Mr. Steinberg, not to exceed $50,000,000. Pursuant to the amendment, in
furtherance of the Company's goal of maintaining stability in the Company's
common shares upon the death of each Messrs. Cumming and Steinberg, while
providing their respective estates with liquidity, the Company has increased the
maximum dollar amount of the Company's purchase obligation from $50,000,000 to
an amount equal to all available proceeds from life insurance held by the
Company on the life of each of Messrs. Cumming and Steinberg, up to a maximum of
$125,000,000.

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 currently maintain insurance on the life
of each of Messrs. Cumming and Steinberg in the aggregate face amount of
$125,000,000 for Mr. Cumming and $117,000,000 for Mr. Steinberg for this
purpose, the premiums for which aggregated approximately $2,683,000 in 2006. The
amended and restated agreement extends through June 30, 2018.

ACCOUNTING AND TAX MATTERS

Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123R, "Share-Based Payment" ("SFAS 123R"), using the
modified prospective method. SFAS 123R requires that the cost of all share-based
payments to employees, including grants of employee stock options and warrants,
be recognized in the financial statements based on their fair values. The cost
is recognized as an expense over the vesting period of the award. Prior to
adoption of SFAS 123R, no compensation cost was recognized in the statements of
operations for the Company's share-based compensation plans, although the
Company disclosed certain pro forma amounts as required. As a result of the
adoption of SFAS 123R, compensation cost increased by $15,200,000 for the year
ended December 31, 2006. Had the Company used the fair value based accounting
method for 2005, compensation cost would have been higher by $1,600,000. As of
December 31, 2006, total unrecognized compensation cost related to nonvested
share-based compensation plans was $31,900,000; this cost is expected to be
recognized over a weighted-average period of 1.8 years.

As discussed in other sections of this Compensation Discussion and
Analysis under the provisions of Section 162(m) of the 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
$1,000,000 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 or standards that precludes the exercise of
discretion to increase the amount of compensation payable upon the attainment of
the performance goal. 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) of the Code, such as the Stock Option Plan
and the Senior Executive Annual Incentive Bonus Plan (as discussed elsewhere in
this analysis), 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) of the
Code may be paid in the Compensation Committee's discretion, weighing factors
such as the benefit to the Company in giving bonuses deserved by executives
outweighing the loss of any potential tax deduction. Additionally, given the
Company's available net operating loss carryforwards, we believe that any loss
of deductions as a result of such compensation would not be material.

In order to maintain tax deductibility of payments made pursuant to the
Senior Executive Annual Incentive Bonus Plan, we must obtain shareholder
approval of the material terms of the performance goals every five years, as
required under the tax rules. As approval was received in 2006, we will again
seek shareholder approval as required under the tax rules in 2011.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed with the Company's management the above
Compensation Discussion and Analysis ("CD&A"). Based upon the reviews and
discussions, we have recommended to the Board of Directors that the CD&A be
included in these Proxy Materials.

COMPENSATION COMMITTEE

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

SUMMARY COMPENSATION TABLE

Name and Principal Option Awards All Other
Position Year Salary Bonus (2) Compensation (3) Total
------------------ ---- ------ ----- ------------- ---------------- -----

Ian M. Cumming, 2006 $678,362 $20,766(1) $6,682,656 $514,946(4)(5) $7,896,730
Chairman of the Board

Joseph S. Steinberg, 2006 $678,362 $20,766(1) $6,682,656 $534,861(5)(6) $7,916,645
President

Thomas E. Mara, 2006 $319,000 $1,009,570 $145,738 $110,622(7) $1,584,930
Executive Vice
President and Treasurer

Joseph A. Orlando, 2006 $266,000 $907,980 $120,853 $49,426(8) $1,344,259
Vice President and
Chief Financial Officer

H.E. Scruggs, 2006 $223,000 $506,690 $106,708 $40,975(8) $877,373
Vice President

--------------
(1) This amount represents the annual year-end bonus, based on a percentage of
salary, paid to all employees of Leucadia National Corporation (but not all
subsidiaries). The Compensation Committee of the Board of Directors intends to
consider the payment of a 2006 performance bonus to each of Messrs. Cumming and
Steinberg at the Board of Directors meeting to be held following the 2006 annual
meeting of shareholders. See "Compensation Discussion and Analysis -
Compensation of Messrs. Cumming and Steinberg."

(2) This column represents the expense recorded for the fair value of warrants
granted to Messrs. Cumming and Steinberg and of stock options granted to each of
Messrs. Mara, Orlando and Scruggs in 2006 as well as in prior fiscal years, all
in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude
the impact of estimated forfeitures related to service-based vesting conditions.
For information on the valuation assumptions with respect to the 2006 grants
refer to Note 13 to our consolidated financial statements contained in our Form
10-K for the fiscal year ended December 31, 2006. For information on the
valuation assumptions with respect to grants made prior to 2006, refer to the
note on Common Shares, Stock Options and Preferred Shares in the Company's
financial statements in the Form 10-K for the respective fiscal year.

(3) Certain items included in this column (including personal use of corporate
aircraft and company cars, directors fees, and life insurance premiums) are
currently taxable to the Named Executive Officer. The amount of taxable income
for the individual is determined pursuant to Internal Revenue Service rules
which may differ from the amounts reflected in this column.

(4) Consists of non-cash compensation of $370,651 valued at the incremental cost
to the Company for Mr. Cumming's personal use of corporate aircraft and
directors' fees from affiliates of the Company of $96,424. This column also
includes the annual premium on a $1,000,000 term life insurance policy paid by
the Company, personal use of Company cars and related expenses, and
contributions made by the Company to the Savings and Retirement Plan on behalf
of Mr. Cumming, none of which exceeded the greater of $25,000 or 10% of the
total amount of these benefits for Mr. Cumming.

(5) The calculation of the incremental cost to the Company for personal use of
company aircraft consists of the incremental costs incurred as a result of
personal flight activity, including fuel expense, repairs and maintenance,
flight crew meals and lodging. Incremental costs do not include depreciation,

hanger rent, insurance, flight crew salaries and benefits and any other expense
that would have been incurred regardless of whether there was any personal use
of Company aircraft.

(6) Consists of non-cash compensation of $405,846 valued at the incremental cost
to the Company for Mr. Steinberg's personal use of corporate aircraft and
directors' fees from affiliates of the Company of $91,000. This column also
includes the annual premium on a $1,000,000 term life insurance policy paid by
the Company, personal use of Company cars and related expenses, and
contributions made by the Company to the Savings and Retirement Plan on behalf
of Mr. Steinberg, none of which exceeded the greater of $25,000 or 10% of the
total amount of these benefits for Mr. Steinberg.

(7) Consists of directors fees from affiliates of the Company of $56,500 and
contributions made by the Company to the Savings and Retirement Plan on behalf
of Mr. Mara of $32,300. This column also includes non-cash compensation for Mr.
Mara's personal use of a Company owned car and related expenses which did not
exceed the greater of $25,000 or 10% of the total amount of these benefits for
Mr. Mara.

(8) Consists of non-cash compensation for the named individual's personal use
of a Company owned car and related expenses, directors' fees from affiliates of
the Company, and contributions made by the Company to the Savings and Retirement
Plan on behalf of individual, none of which exceeded the greater of $25,000 or
10% of the total amount of these benefits for the individual.

GRANTS OF PLAN-BASED AWARDS IN 2006

This table provides information about equity awards granted to the named
executives in 2006 under our Stock Option Plan and, for Messrs. Cumming and
Steinberg, our Warrant Plan.

All Other
Option Awards: Grant Date
Number of Fair Value
Securities Exercise or Base of Stock and
Underlying Price of Option Option
Name Grant Date Options (1) Awards (2) Awards (3)
---- ---------- ----------- --------------- ----------

Ian M. Cumming, 5/16/06 2,000,000 $28.515 $18,782,990
Chairman of the Board

Joseph S. Steinberg, 5/16/06 2,000,000 $28.515 $18,782,990
President

Thomas E. Mara, 12/11/06 100,000 $27.340 $621,297
Executive Vice President
and Treasurer

Joseph A. Orlando, 12/11/06 100,000 $27.340 $621,297
Vice President and
Chief Financial Officer

H.E. Scruggs, 12/11/06 75,000 $27.340 $465,973
Vice President

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

(1) This column shows the number of common shares issuable under warrants (for
Messrs. Cumming and Steinberg) and options (for the Senior Executive Officers)
granted in 2006. Both the warrants and the options vest and become exercisable
in five equal installments; the warrants began to vest on May 16, 2006 (the date
of shareholder approval) and the options will begin to vest on January 1, 2008.

(2) This column shows the exercise price for the stock options and warrants
granted, which, for the options, was the closing price of the Company's common
shares on the date of grant, December 11, 2006, and for the warrants, was 105%
of the closing price of the Company's common shares on the date the Compensation
Committee approved the Warrant Plan, March 6, 2006.

(3) This column shows the fair value of the warrants granted to Messrs. Cumming
and Steinberg and the fair value of stock options granted to the other Named
Executive Officers in 2006. The fair values were determined in accordance with
SFAS 123R on the grant date, and are being recognized as an expense over the
vesting period.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

This table provides information on the holdings of option awards or warrants by
the Named Executive Officers at December 31, 2006. This table includes
exercisable and unexercisable options or warrants. The options vest and become
exercisable in five equal annual installments, commencing approximately one year
from the grant date. Warrants commenced vesting on May 16, 2006, the date of
shareholder approval, and vest in five equal annual installments. For additional
information about the option and warrant awards, see the description of our
Stock Option Plan and Warrant Plan in the CD&A.

Option Awards
Number of Securities Option Option
Underlying Unexercised Exercise Expiration
Name Grant Date Options Price Date
----------------- ---------- ---------------------- -------- ----------
Exercisable Unexercisable
----------- -------------

Ian M. Cumming 5/16/06 400,000 1,600,000 $28.515 3/5/11
Chairman of the Board

Joseph S. Steinberg, 5/16/06 400,000 1,600,000 $28.515 3/5/11
President

Thomas E. Mara, 7/11/02 (1) 60,000 15,000 $10.247 7/11/08
Executive Vice President 12/9/04 (2) 24,000 96,000 $21.753 1/2/11
and Treasurer 12/11/06 (3) -- 100,000 $27.340 12/31/12

Joseph A. Orlando, 7/11/02 (1) -- 15,000 $10.247 7/11/08
Vice President and Chief 12/9/04 (2) 18,000 72,000 $21.753 1/2/11
Financial Officer 12/11/06 (3) -- 100,000 $27.340 12/31/12

H.E. Scruggs, 7/11/02 (1) 15,000 15,000 $10.247 7/11/08
Vice President (4) 12/9/04 (2) 15,000 60,000 $21.753 1/2/11
12/11/06 (3) -- 75,000 $27.340 12/31/12

-------------------
(1) Vesting of these options began on July 11, 2003.

(2) Vesting of these options began on January 2, 2006.

(3) Vesting of these options will commence on January 1, 2008.

(4) On January 11, 2007, Mr. H. E. Scruggs resigned his position as Vice
President of the Company. Mr. Scruggs will continue his employment with the
Company until July 2007. In connection with Mr. Scruggs' resignation, the
Compensation Committee determined that options to purchase an aggregate of
60,000 common shares of the Company held by Mr. Scruggs as of January 11, 2007,
which were not then exercisable, be vested immediately. This amount represented
the total of unvested options granted to Mr. Scruggs prior to December 2006.
Options granted to Mr. Scruggs on December 11, 2006 have not been accelerated
and, at the termination of his employment with the Company, will be forfeited by
him along with any other unexercised options.

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2006

This table provides information for the Named Executive Officers with respect to
stock options exercised during 2006, including the number of shares acquired
upon exercise and the value realized, each before payment of any applicable
withholding taxes.

Option Awards
--------------------------------------------------
Number of Shares Acquired Value Realized on
Name on Exercise Exercise
------------------ ------------------------- -----------------
Ian M. Cumming - -
Joseph S. Steinberg - -
Thomas E. Mara (1) 75,000 $1,583,138
Joseph A. Orlando (2) 15,000 $260,145
H.E. Scruggs - -

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

(1) Mr. Mara exercised 75,000 stock options on February 22, 2006 with an
exercise price of $7.5415 per share and a market price of $28.65 per
share.

(2) Mr. Orlando exercised 15,000 stock options on December 13, 2006 with an
exercise price of $10.247 per share and a market price of $27.59 per
share.

PENSION BENEFITS UNDER THE COMPANY'S FROZEN DEFINED BENEFIT PENSION PLAN

The following table shows the benefits that the Named Executive
Officers are entitled to receive under our Frozen Defined Benefit Pension Plan.
As described in the CD&A, the Leucadia National Corporation Retirement Plan, as
amended and restated effective January 1, 1997, was frozen effective December
31, 1998. We and certain of our affiliated companies maintain this frozen
retirement plan for certain of our employees and employees of those affiliated
companies. No benefit accruals under or new participants in the retirement plan
have been allowed after December 31, 1998. All participants are 100% vested in
their frozen accrued benefit. Participants were not required to make any
contributions under the retirement plan.

Annual Present Value of
Number of Years Accumulated Accumulated
of Credited Retirement Retirement Payments During
Name Service Benefit (1) Benefit (2) Last Fiscal Year
------------------ --------------- ----------- ----------------- ----------------

Ian M. Cumming 10 $25,394 $289,000 -
Joseph S. Steinberg 10 $25,394 $266,000 -
Thomas E. Mara 10 $25,394 $238,000 -
Joseph A. Orlando 12 $27,451 $154,000 -
H. E. Scruggs 4 $10,344 $55,000 -

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

(1) These amounts are determined under the retirement plan formula, which
considers cash compensation and total years of service for the named individual.
Since the plan was frozen in 1998, subsequent changes in cash compensation and
additional years of service have no effect on the annual accumulated retirement
benefit reflected above, which will not change.

(2) The present value of accumulated retirement benefits was calculated using a
4.9% interest rate; RP 2000 mortality table for white-collar males projected to
2005; the participant's age as of his nearest birthday to December 31, 2006; and
benefit commencement at normal retirement age (65).

DIRECTOR COMPENSATION

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.

On May 16, 2006, the Board of Directors made certain changes to the
fees paid to the Company's non-employee directors, effective July 1, 2006. As a
result, the annual retainer was increased from $36,000 to $50,000 (pro rated for
2006), members of the Audit Committee receive $10,000 annually, the Chairman of
the Audit Committee receives an annual fee of $14,000 (pro rated for 2006),
increased from $12,000 and meeting fees were increased to $750 ($850 if a
committee chairman) from $500 for each meeting ($600 if a committee chairman).

Commencing with the 2006 annual meeting, under the terms of the 1999
stock option plan, as amended, each non-employee director will automatically be
granted options to purchase 2,000 common shares on the date on which the annual
meeting of our shareholders will be held each year. The purchase price of the
common shares covered by the options will be 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 2,000 common shares at an exercise price of
$30.78 per common share were awarded to each of Messrs. Dougan, Glaubinger,
Hirschfield, Jordan, Keil and Nichols on May 16, 2006. The Company reimburses
directors for reasonable travel expenses incurred in attending board and
committee meetings, including expenses related to personal benefits, which in
the aggregate did not exceed $10,000 per director.

This table sets forth compensation paid to the non-employee directors
during 2006.

Fees Earned or
Name Paid in Cash (1) Option Awards (2) Total (3)
-------------------- ---------------- ----------------- ---------
Paul M. Dougan $62,250 $13,363 $75,613
Lawrence Glaubinger $50,750 $13,363 $64,113
Alan J. Hirschfield $61,000 $10,174 $71,174
James E. Jordan $65,600 $13,363 $78,963
Jeffrey C. Keil $65,450 $10,174 $75,624
Jesse Clyde Nichols, III $66,100 $13,363 $79,463

---------------------------
(1) This column reports the amount of cash compensation earned in 2006 for Board
and committee service.

(2) This column represents the dollar amount recognized for financial statement
reporting purposes with respect to options granted to directors in 2006 as well
as in prior fiscal years, in accordance with SFAS 123R. Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. For information on the valuation assumptions
with respect to the 2006 grant refer to Note 13 to our consolidated financial
statements contained in our Form 10-K for the year ended December 31, 2006. For
information on the valuation assumptions with respect to grants made prior to
2006, refer to the note on Common Shares, Stock Options and Preferred Shares in
the Company's financial statements in the Form 10-K for the respective fiscal
year.

(3) This table does not include disclosure for any perquisites and other
personal benefits for any non-employee director because such amounts did not
exceed $10,000 in the aggregate per director. Such perquisites and other
personal benefits consisted of expenses incurred in connection with attendance
at board and committee meetings, principally travel, lodging, meals and other
incidental expenses for spouses/guests accompanying directors to Company related
events.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

The following information describes and quantifies (where possible)
certain compensation that would become payable under existing agreements and
plans if the Named Executive Officer's employment had terminated on December 31,
2006, other than for Cause.

We have employment agreements with Messrs. Cumming and Steinberg which
require payments under certain circumstances. As described in the CD&A, under
the employment agreements, if there is an Initiating Event and (A) either the
employment of Messrs. Cumming or Steinberg is terminated by us other than for
Cause (or pursuant to the end of the term of the employment agreement or due to
the death or disability of Messrs. Steinberg or Cumming) or (B) Messrs. Cumming
or Steinberg terminates his employment within one year of certain occurrences
each of Messrs. Cumming and Steinberg would be entitled to a severance allowance
of $7,000,000, which is equal to the remainder of their aggregate salary, as
adjusted for annual increases in the cost of living, commencing on December 31,
2006 and terminating at the close of business on June 30, 2015 (the "Severance
Period"). In determining this amount, we have assumed a consistent annual cost
of living increase of 4% (the actual annual cost of living increase effective
July 2006). The Company would also be obligated to make annual contributions to
our Savings and Retirement Plan based on the severance allowance during the
Severance Period (aggregating $318,000 for Mr. Cumming and $315,000 for Mr.
Steinberg). The Company would also be obligated to continue to carry at our
expense term life insurance policies the lives of Messrs. Cumming and Steinberg
in the amount of $1,000,000 each until June 30, 2015, payable to the
beneficiaries as each of Messrs. Cumming and Steinberg shall designate. If Mr.
Cumming or Mr. Steinberg were to die during the Severance Period, the payments
due under the employment agreements would terminate at the end of the month in
which death occurs.

If the termination had resulted from the death or disability of Mr.
Cumming or Mr. Steinberg, no additional salary payments would be required under
the employment agreements. Thereafter, the Company would have no other
obligation under the employment agreements, other than to pay any accrued and/or
vested employee benefits under the retirement plans and the warrants.

Under the Shareholders Agreement between the Company and Messrs.
Cumming and Steinberg, which is described in the CD&A, if Messrs. Cumming and
Steinberg were to die on December 31, 2006, the Company would repurchase common
shares from either of their estates in an amount equal to the life insurance
proceeds received by the Company upon their death, not to exceed $125,000,000
for each estate. The Company currently is the beneficiary on life insurance
policies in the aggregate face amount of $125,000,000 for Mr. Cumming and
$117,000,000 for Mr. Steinberg.

Under the 2006 Senior Executive Warrant Plan, should the death of
Messrs. Cumming and Steinberg have occurred on December 31, 2006, the 1,600,000
common shares that are not vested under the Warrants would immediately become
vested. However, because the exercise price of the Warrants ($28.515 per common
share) is greater than the closing price of a common share on December 31, 2006
($28.20 per common share), no value would have been received as a result of such
accelerated vesting. The Warrants do not provide for any other circumstances for
acceleration of vesting upon termination of employment.

For amounts payable under the Frozen Defined Benefit Pension Plan upon
retirement or death of a Named Executive Officer, see the pension benefits table
above, as well as the description of this plan in the CD&A. For a description of
the Savings and Retirement Plan, see the CD&A. Under these plans, termination of
employment does not accelerate amounts payable.

None of the Senior Executive Officers is a party to an employment
agreement. However, under the terms of the Stock Option Plan, the time within
which to exercise vested options will be extended in accordance with the Plan,
but not beyond the expiration date of the Option, for a period of either three

months or one year, depending on the triggering event; these triggering events
do not result in any acceleration of any unvested Options. For the number of
Options exercisable by each Senior Executive Officer as of December 31, 2006 see
the Outstanding Equity Awards at Fiscal Year-End table.

Upon the occurrence of an Extraordinary Event of the Company (as
defined in the Option Plan, including a change in control of the Company) all
then outstanding Options that have not vested or become exercisable will
immediately become exercisable. Had an Extraordinary Event occurred on December
31, 2006, our Senior Executive Officers would be received the following value
(determined by multiplying (A) the spread between the $28.20 per common share
closing price on December 31, 2006 and the per common share exercise price for
each option by (B) the number of common shares covered by previously unvested
options: Thomas E. Mara: $974,180; Joseph A. Orlando: $819,455; and H.E.
Scruggs: $720,600.

INDEMNIFICATION

Pursuant to contracts of insurance dated October 1, 2006 with Illinois
National Insurance Company, 175 Water Street, New York, New York 10038, U.S.
Specialty Insurance Company, 13403 Northwest Freeway, Houston, Texas 77040,
Westchester Fire Insurance Company, 436 Walnut Street, P.O. Box 1000,
Philadelphia, Pennsylvania 19106-3703, Twin City Fire Insurance Company,
Hartford Plaza, Hartford, Connecticut 06115, Continental Casualty Insurance
Company, 23825 Network Place, Chicago, Illinois 60673-1238, Allied World
Assurance Company (U.S.), Inc., 199 Water Street, New York, New York 10038 and
XL Specialty Insurance Company, Seaview House, 70 Seaview Avenue, Stamford,
Connecticut 06902 we maintain a combined $80,000,000 indemnification insurance
policy covering all of our directors and officers. The annual premium for the
insurance is approximately $2,340,000. As of March 29, 2007, no payments were
received under our indemnification insurance.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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. 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,
2006, all persons subject to the reporting requirements of Section 16(a) filed
the required reports on a timely basis.

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, 2006.

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 accounting principles generally accepted in the United States of
America. 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 our 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 our audited consolidated
financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2006 for filing with the Securities and Exchange Commission
and selected PricewaterhouseCoopers LLP as the independent auditor for 2007.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Jeffrey C. Keil, Chairman
Paul M. Dougan
Alan J. Hirschfield
James E. Jordan
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 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 initially authorized annual amount for each
category. For additional services or services in an amount above the initially
authorized annual amount, 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,
2006 2005
---------- ----------
Audit Fees ........................... $3,228,000 $4,602,000
Audit Related Fees ................... 450,000 1,363,000
Tax Fees ............................. 682,000 581,000
All Other Fees ....................... 9,000 8,000
---------- ----------
$4,369,000 $6,554,000
========== ==========

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
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 2006 consist of employee benefit plan
audits, compliance with regulatory matters and consulting with respect to
technical accounting and disclosure rules. Tax Fees are fees for tax compliance,
tax advice and tax planning. 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 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.

The Board of Directors recommends that the shareholders ratify the
selection of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as the independent auditors to audit our accounts and those of
our subsidiaries for 2007. The Audit Committee approved the selection of
PricewaterhouseCoopers LLP as our independent auditors for 2007.
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 increase the number of our common shares authorized for
issuance pursuant to our certificate of incorporation from 300,000,000 to
600,000,000. If the amendment to the certificate of incorporation is approved,
an additional 300,000,000 common shares will be available for issuance.

As of March 29, 2007, we had outstanding 216,574,237 common shares,
after deducting 56,884,989 common shares held in treasury. In addition,
15,239,490 common shares were reserved for issuance upon conversion of the
3-(3)/4% Convertible Senior Subordinated Notes due 2014, 3,948,129 common shares
were reserved for issuance upon the exercise of stock options, which options
were granted or are available for grant pursuant to our Stock Option Plan and
4,000,000 common shares are reserved for issuance upon the exercise of the
Warrants issued under the Warrant Plan. Accordingly, only 60,238,144 common
shares currently are available for issuance.

REASONS FOR THE AMENDMENT

The Board of Directors has proposed the increase in the number of
authorized common shares because it deems it desirable to have additional common
shares available for issuance for general corporate purposes. The additional
common shares would be available for sale to raise capital, for further employee
benefit plans, for stock splits and stock dividends or for any other lawful
corporate purpose in the discretion of the Board of Directors. We currently have
no arrangements, commitments or understandings with respect to the issuance of
any additional common shares other than upon conversion of the convertible
senior subordinated notes or pursuant to the Stock Option Plan and the Warrant
Plan. Whether or not any proposed transaction involving the issuance of common
shares will be submitted to the shareholders for approval will be determined by
applicable law, our certificate of incorporation, our by-laws and the
regulations of any securities exchange on which common shares are listed. To the
extent that additional authorized common shares are issued in the future, they
may decrease the existing shareholders' percentage ownership and, depending on
the price at which they are issued, could be dilutive to the existing
shareholders.

The Board of Directors recommends a vote FOR this proposal.

ANNUAL REPORT AND COMPANY INFORMATION

A copy of our 2006 Annual Report to shareholders is being furnished to
shareholders concurrently herewith.

Shareholders may request a written copy of our Audit Committee Charter,
Compensation Committee Charter, Nominating and Corporate Governance Committee
Charter, 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 2008 annual meeting of shareholders must
be received by us at 315 Park Avenue South, New York, New York 10010, Attention
of Laura E. Ulbrandt, Assistant Vice President and Secretary, no later than
December 18, 2007.

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 our 2008 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 March 3, 2008. Any proxies solicited by the Board of Directors for
the 2008 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

Laura E. Ulbrandt
Assistant Vice President and
Secretary

ANNUAL MEETING OF SHAREHOLDERS OF

LEUCADIA NATIONAL CORPORATION

MAY 15, 2007

PROXY VOTING INSTRUCTIONS

MAIL
----

DATE, SIGN AND MAIL YOUR PROXY
CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE. -OR- --------------- ----------------
COMPANY NUMBER
TELEPHONE --------------- ----------------
--------- ACCOUNT NUMBER
--------------- ----------------
CALL TOLL-FREE 1-800-PROXIES CONTROL NUMBER
(1-800-776-9437) FROM ANY --------------- ----------------
TOUCH-TONE TELEPHONE AND FOLLOW
THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY
CARD AVAILABLE WHEN YOU CALL.
-OR-

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.

--------------------------------------------------------------------------------
YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT 1-800-PROXIES OR WWW.VOTEPROXY.COM UP
UNTIL 11:59 PM EASTERN TIME THE DAY BEFORE THE MEETING DATE.
--------------------------------------------------------------------------------

PLEASE DETACH ALONG PERFORATED LINE 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 15, 2007 AT 10:00 A.M.

The undersigned shareholder of Leucadia National Corporation (the
"Company") hereby appoints Ian M. Cumming, Joseph S. Steinberg and Laura E.
Ulbrandt 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
PricewaterhouseCoopers LLP, CIBC Auditorium, 300 Madison Avenue, New York, New
York on May 15, 2007 at 10:00 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
17, 2007, the Proxy Statement furnished herewith, and a copy of the Annual
Report to Shareholders for the year ended December 31, 2006 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)

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE
ENVELOPE PROVIDED AS SOON AS POSSIBLE.

ANNUAL MEETING OF SHAREHOLDERS

LEUCADIA NATIONAL CORPORATION

MAY 15, 2007

[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

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

ITEM 1. Election of Directors. NOMINEES

[_] FOR ALL NOMINEES [Graphic] IAN M. CUMMING

[_] WITHHOLD [Graphic] PAUL M. DOUGAN
AUTHORITY FOR
ALL NOMINEES [Graphic] LAWRENCE D. GLAUBINGER

[_] FOR ALL EXCEPT [Graphic] ALAN J. HIRSCHFIELD
(SEE INSTRUCTIONS BELOW)
[Graphic] JAMES E. JORDAN

[Graphic] JEFFREY C. KEIL

[Graphic] JESSE CLYDE NICHOLS, III

[Graphic] JOSEPH S. STEINBERG

INSTRUCTION: To withhold authority to vote for any individual nominee(s), 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 increasing the number of the Company's common shares authorized
for issuance to 600,000,000 common shares.

[_] FOR [_] AGAINST [_] ABSTAIN

ITEM 3. Ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Company for 2007.

[_] 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:________, 2007

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.