TIE-SHEET --------- of provisions of Trust Indenture Act of 1939 with Indenture dated as of January 21, 1997 among Leucadia National Corporation, as Issuer, and The Chase Manhattan Bank, as Trustee:

EXHIBIT 4.1

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LEUCADIA NATIONAL CORPORATION
as Issuer

INDENTURE

Dated as of January 21, 1997

THE CHASE MANHATTAN BANK
as Trustee

SUBORDINATED DEBT SECURITIES

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TIE-SHEET
---------
of provisions of Trust Indenture Act of 1939 with Indenture dated as
of January 21, 1997 among Leucadia National Corporation, as Issuer,
and The Chase Manhattan Bank, as Trustee:

ACT SECTION INDENTURE SECTION
310(a)(1) . . . . . . . . . . . . . . . . . 6.09
310(a)(2) . . . . . . . . . . . . . . . . . 6.09
310(a)(3) . . . . . . . . . . . . . . . . . N.A.
310(a)(4) . . . . . . . . . . . . . . . . . N.A.
310(a)(5) . . . . . . . . . . . . . . . . . 6.09
310(b) . . . . . . . . . . . . . . . . . . 6.08; 6.10(a)(b)
and (d)
310(c) . . . . . . . . . . . . . . . . . . N.A.
311(a) and (b) . . . . . . . . . . . . . . 6.13
311(c) . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . 4.01
312(b) and (c) . . . . . . . . . . . . . . 4.02(b)
313(a) . . . . . . . . . . . . . . . . . . 4.04(a)
313(b)(1) . . . . . . . . . . . . . . . . . N.A.
313(b)(2) . . . . . . . . . . . . . . . . . 4.04(a)
313(c) . . . . . . . . . . . . . . . . . . 4.04(a)
313(d) . . . . . . . . . . . . . . . . . . 4.04(b)
314(a) . . . . . . . . . . . . . . . . . . 4.03
314(b) . . . . . . . . . . . . . . . . . . N.A.
314(c)(1) and (2) . . . . . . . . . . . . . 13.06
314(c)(3) . . . . . . . . . . . . . . . . . N.A.
314(d) . . . . . . . . . . . . . . . . . . N.A.
314(e) . . . . . . . . . . . . . . . . . . 13.06
314(f) . . . . . . . . . . . . . . . . . . N.A.
315(a)(c) and (d) . . . . . . . . . . . . . 6.01
315(b) . . . . . . . . . . . . . . . . . . 5.08
315(e) . . . . . . . . . . . . . . . . . . 5.09
316(a)(1) . . . . . . . . . . . . . . . . . 5.01; 5.07
316(a)(2) . . . . . . . . . . . . . . . . . N.A.
316(a) last sentence . . . . . . . . . . . 7.04
316(b) . . . . . . . . . . . . . . . . . . 5.04
317(a) . . . . . . . . . . . . . . . . . . 5.02
317(b) . . . . . . . . . . . . . . . . . . 3.04(a)
318(a) . . . . . . . . . . . . . . . . . . 13.08

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Law . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . 2
Capital Securities . . . . . . . . . . . . . . . . . . . . . 2
Capital Securities Guarantee . . . . . . . . . . . . . . . . 3
Certificate . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Securities . . . . . . . . . . . . . . . . . . . . . 3
Common Securities Guarantee . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . 3
Debt Security . . . . . . . . . . . . . . . . . . . . . . . 3
Debt Security Register . . . . . . . . . . . . . . . . . . . 3
Declaration . . . . . . . . . . . . . . . . . . . . . . . . 4
Default . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . 4
Global Security . . . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 4
Institutional Trustee . . . . . . . . . . . . . . . . . . . 4
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . . . . . . . . . . . 4
Leucadia Trust . . . . . . . . . . . . . . . . . . . . . . . 5
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Officer . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Officers' Certificate . . . . . . . . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . 5
Original Issue Date . . . . . . . . . . . . . . . . . . . . 5
Original Issue Discount Security . . . . . . . . . . . . . . 5
outstanding . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . . . . . . . . . . . 6
Principal Office of the Trustee . . . . . . . . . . . . . . 7
Responsible Officer . . . . . . . . . . . . . . . . . . . . 7
Securityholder . . . . . . . . . . . . . . . . . . . . . . . 7
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . 7
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 8

Trust Indenture Act 8
Trust Securities . . . . . . . . . . . . . . . . . . . . . . 8
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . 8
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE II
DEBT SECURITIES

SECTION 2.01. Forms Generally. . . . . . . . . . . . . . . . . . 9
SECTION 2.02. Form of Trustee's Certificate of Authentication. . 9
SECTION 2.03. Amount Unlimited; Issuable in Series. . . . . . . 9
SECTION 2.04. Execution and Authentication. . . . . . . . . . . 12
SECTION 2.05. Date and Denomination of Debt Securities. . . . . 13
SECTION 2.06. [Reserved]. . . . . . . . . . . . . . . . . . . . 15
SECTION 2.07. Exchange and Registration of Transfer of Debt
Securities. . . . . . . . . . . . . . . . . . . 15
SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Debt
Securities. . . . . . . . . . . . . . . . . . . 18
SECTION 2.09. Temporary Debt Securities. . . . . . . . . . . . . 19
SECTION 2.10. Cancellation of Debt Securities Paid, etc. . . . . 20
SECTION 2.11. Global Securities. . . . . . . . . . . . . . . . . 20
SECTION 2.12. CUSIP Numbers. . . . . . . . . . . . . . . . . . . 21

ARTICLE III
PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and Interest. . . . 22
SECTION 3.02. Offices for Notices and Payments, etc. . . . . . . 22
SECTION 3.03. Appointments to Fill Vacancies in Trustee's
Office. . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.04. Provision as to Paying Agent. . . . . . . . . . . 23
SECTION 3.05. Certificate to Trustee. . . . . . . . . . . . . . 24
SECTION 3.06. [Reserved]. . . . . . . . . . . . . . . . . . . . 25
SECTION 3.07. Limitation on Dividends. . . . . . . . . . . . . . 25
SECTION 3.08. Covenants as to Leucadia Trusts. . . . . . . . . . 26
SECTION 3.09. Calculation of Original Issue Discount. . . . . . 26

ARTICLE IV
SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists. . . . . . . . . . . . . . 27
SECTION 4.02. Communication by Holders with Other Holders. . . . 27
SECTION 4.03. [Reserved]. . . . . . . . . . . . . . . . . . . . 27
SECTION 4.04. Reports by the Trustee. . . . . . . . . . . . . . 27

ARTICLE V
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF DEFAULT

SECTION 5.01. Events of Default. . . . . . . . . . . . . . . . . 28
SECTION 5.02. Payment of Debt Securities on Default; Suit Therefor.31
SECTION 5.03. Application of Moneys Collected by Trustee. . . . 33
SECTION 5.04. Proceedings by Securityholders. . . . . . . . . . 34
SECTION 5.05. Proceedings by Trustee. . . . . . . . . . . . . . 35
SECTION 5.06. Remedies Cumulative and Continuing. . . . . . . . 35
SECTION 5.07. Direction of Proceedings and Waiver of
Defaults by Majority of Securityholders. . . . . . 35
SECTION 5.08. Notice of Defaults. . . . . . . . . . . . . . . . 37
SECTION 5.09. Undertaking to Pay Costs. . . . . . . . . . . . . 37

ARTICLE VI
CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee. . . . . . 38
SECTION 6.02. Reliance on Documents, Opinions, etc. . . . . . . 39
SECTION 6.03. No Responsibility for Recitals, etc. . . . . . . . 41
SECTION 6.04. Trustee, Authenticating Agent, Paying Agents,
Transfer Agents or Registrar May Own Debt
Securities. . . . . . . . . . . . . . . . . . . 41
SECTION 6.05. Moneys to be Held in Trust. . . . . . . . . . . . 41
SECTION 6.06. Compensation and Expenses of Trustee. . . . . . . 42
SECTION 6.07. Officers' Certificate as Evidence. . . . . . . . . 43
SECTION 6.08. Conflicting Interest of Trustee. . . . . . . . . . 43
SECTION 6.09. Eligibility of Trustee. . . . . . . . . . . . . . 43
SECTION 6.10. Resignation or Removal of Trustee. . . . . . . . . 44
SECTION 6.11. Acceptance by Successor Trustee. . . . . . . . . . 46
SECTION 6.12. Succession by Merger, etc. . . . . . . . . . . . . 47
SECTION 6.13. Limitation on Rights of Trustee as a Creditor. . . 48
SECTION 6.14. Authenticating Agents. . . . . . . . . . . . . . . 48

CONCERNING THE SECURITYHOLDERS . . . . . . . 49

SECTION 7.01. Action by Securityholders. . . . . . . . . . . . . 49
SECTION 7.02. Proof of Execution by Securityholders. . . . . . . 50
SECTION 7.03. Who Are Deemed Absolute Owners. . . . . . . . . . 51
SECTION 7.04. Debt Securities Owned by Company Deemed Not
Outstanding. . . . . . . . . . . . . . . . . . . 51
SECTION 7.05. Revocation of Consents; Future Holders Bound. . . 52

ARTICLE VIII
SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings. . . . . . . . . . . . . . . 52
SECTION 8.02. Call of Meetings by Trustee. . . . . . . . . . . . 53
SECTION 8.03. Call of Meetings by Company or Securityholders. . 53
SECTION 8.04. Qualifications for Voting. . . . . . . . . . . . . 53
SECTION 8.05. Regulations. . . . . . . . . . . . . . . . . . . . 54
SECTION 8.06. Voting. . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.07. Quorum; Actions. . . . . . . . . . . . . . . . . . 55

ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Indentures without Consent of
Securityholders. . . . . . . . . . . . . . . . . 56
SECTION 9.02. Supplemental Indentures with Consent of
Securityholders. . . . . . . . . . . . . . . . . 58
SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. . . . . . . . . . . . . 60
SECTION 9.04. Notation on Debt Securities. . . . . . . . . . . . 60
SECTION 9.05. Evidence of Compliance of Supplemental Indenture. 61

ARTICLE X
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01. Company May Consolidate, etc., on Certain Terms. . 61
SECTION 10.02. Successor Entity to be Substituted. . . . . . . . 62
SECTION 10.03. Opinion of Counsel to be Given to Trustee. . . . . 63

ARTICLE XI
SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. Discharge of Indenture. . . . . . . . . . . . . . 63
SECTION 11.02. Deposited Moneys to be Held in Trust by Trustee. . 64
SECTION 11.03. Paying Agent to Repay Moneys Held. . . . . . . . . 64
SECTION 11.04. Return of Unclaimed Moneys. . . . . . . . . . . . 64

ARTICLE XII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01. Indenture and Debt Securities Solely Corporate
Obligations. . . . . . . . . . . . . . . . . . . 65

ARTICLE XIII
MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors. . . . . . . . . . . . . . . . . . . . 65
SECTION 13.02. Official Acts by Successor Entity. . . . . . . . . 65
SECTION 13.03. Surrender of Company Powers. . . . . . . . . . . . 65
SECTION 13.04. Addresses for Notices, etc. . . . . . . . . . . . 66
SECTION 13.05. Governing Law. . . . . . . . . . . . . . . . . . . 66
SECTION 13.06. Evidence of Compliance with Conditions
Precedent. . . . . . . . . . . . . . . . . . . . 66
SECTION 13.07. Non-Business Days. . . . . . . . . . . . . . . . . 67
SECTION 13.08. Trust Indenture Act to Control. . . . . . . . . . 67
SECTION 13.09. Table of Contents, Headings, etc. . . . . . . . . 67
SECTION 13.10. Execution in Counterparts. . . . . . . . . . . . . 67
SECTION 13.11. Separability. . . . . . . . . . . . . . . . . . . 68
SECTION 13.12. Assignment. . . . . . . . . . . . . . . . . . . . 68
SECTION 13.13. Acknowledgment of Rights. . . . . . . . . . . . . 68

ARTICLE XIV
REDEMPTION OF SECURITIES -- MANDATORY AND
OPTIONAL SINKING FUND

SECTION 14.01. Applicability of Article. . . . . . . . . . . . . 69
SECTION 14.02. Notice of Redemption; Selection of Debt
Securities. . . . . . . . . . . . . . . . . . . 69
SECTION 14.03. Payment of Debt Securities Called for
Redemption. . . . . . . . . . . . . . . . . . . 70
SECTION 14.04. Mandatory and Optional Sinking Fund. . . . . . . . 71

ARTICLE XV
SUBORDINATION OF DEBT SECURITIES

SECTION 15.01. Agreement to Subordinate. . . . . . . . . . . . . 74
SECTION 15.02. Default on Senior Indebtedness. . . . . . . . . . 74
SECTION 15.03. Liquidation; Dissolution; Bankruptcy. . . . . . . 75
SECTION 15.04. Subrogation. . . . . . . . . . . . . . . . . . . . 76
SECTION 15.05. Trustee to Effectuate Subordination. . . . . . . . 78
SECTION 15.06. Notice by the Company. . . . . . . . . . . . . . . 78
SECTION 15.07. Rights of the Trustee; Holders of Senior
Indebtedness. . . . . . . . . . . . . . . . . . 79
SECTION 15.08. Subordination May Not Be Impaired. . . . . . . . . 80

THIS INDENTURE, dated as of January 21, 1997, between
Leucadia National Corporation, a New York corporation (hereinafter
sometimes called the "Company"), and The Chase Manhattan Bank, a New
York banking corporation, as trustee (hereinafter sometimes called the
"Trustee"),

W I T N E S S E T H :

WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue from time to time of its subordinated
unsecured debentures, notes or other evidence of indebtedness to be
issued in one or more series (the "Debt Securities") up to such
principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture and, to provide the terms
and conditions upon which the Debt Securities are to be authenticated,
issued and delivered, the Company has duly authorized the execution of
this Indenture; and

WHEREAS, all acts and things necessary to make this
Indenture a valid agreement according to its terms, have been done and
performed;

NOW, THEREFORE, This Indenture Witnesseth:

In consideration of the premises, and the purchase of the
Debt Securities by the holders thereof, the Company covenants and
agrees with the Trustee for the equal and proportionate benefit of the
respective holders from time to time of the Debt Securities or of a
series thereof, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions.
-----------
The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this
Section 1.01. All other terms used in this Indenture which are
defined in the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall
(except as herein otherwise expressly provided or unless the context
otherwise requires) have the meanings assigned to such terms in said
Trust Indenture Act and

in said Securities Act as in force at the date of this Indenture as
originally executed. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.

"Affiliate" means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding
with power to vote 10% or more of the outstanding voting securities or
other ownership interests of the specified Person, (b) any Person 10%
or more of whose outstanding voting securities or other ownership
interests are directly or indirectly owned, controlled or held with
power to vote by the specified Person, (c) any Person directly or
indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person
is a general partner, (e) any executive officer or director of the
specified Person, and (f) if the specified Person is an individual,
any entity of which the specified Person is an executive officer,
director or general partner.

"Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to
Section 6.14.

"Bankruptcy Law" shall mean Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.

"Board of Directors" shall mean the board of directors or
the executive committee or any other duly authorized designated
officers of the Company.

"Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to
have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification and delivered to
the Trustee.

"Business Day" shall mean, with respect to any series of
Debt Securities, any day other than a Saturday, Sunday or any other
day on which banking institutions in ▇▇▇ ▇▇▇▇ ▇▇▇▇ (▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇) are permitted or required by any applicable law to close.

"Capital Securities" shall mean undivided beneficial
interests in the assets of a Leucadia Trust which rank pari passu with
Common Securities issued by such Leucadia Trust; provided, however,
-------- -------
that upon the occurrence of an Event of Default (as

defined in the Declaration with respect to such Leucadia Trust), the
rights of holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of such Capital Securities.

"Capital Securities Guarantee" shall mean, in respect of any
Leucadia Trust, any guarantee that the Company may enter into with The
Chase Manhattan Bank or other Persons that operates directly or
indirectly for the benefit of holders of Capital Securities of such
Leucadia Trust.

"Certificate" shall mean a certificate signed by any one of
the principal executive officer, the principal financial officer or
the principal accounting officer of the Company.

"Common Securities" shall mean undivided beneficial
interests in the assets of a Leucadia Trust which rank pari passu with
Capital Securities issued by such Leucadia Trust; provided, however,
-------- -------
that upon the occurrence of an Event of Default (as defined in the
Declaration with respect to such Leucadia Trust), the rights of
holders of such Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of such Capital Securities.

"Common Securities Guarantee" shall mean, in respect of any
Leucadia Trust, any guarantee that the Company may enter into with any
Person or Persons and that operates directly or indirectly for the
benefit of holders of Common Securities of such Leucadia Trust.

"Company"" shall mean Leucadia National Corporation, a New
York corporation, and, subject to the provisions of Article X, shall
include its successors and assigns.

"Custodian" shall mean any receiver, trustee, assignee,
liquidator, or similar official under any Bankruptcy Law.

"Debt Security" or "Debt Securities" shall have the meaning
stated in the first recital of this Indenture and more particularly
means any debt security or debt securities, as the case may be,
authenticated and delivered under this Indenture.

"Debt Security Register" shall have the meaning specified in
Section 2.07.

"Declaration," with respect to a Leucadia Trust, shall mean
the Amended and Restated Declaration of Trust of such Leucadia Trust,
as amended or supplemented from time to time.

"Default" means any event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.

"Depositary" shall mean, with respect to Debt Securities of
any series for which the Company shall determine that such Debt
Securities will be issued as a Global Security, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.03 or 2.11.

"Event of Default" shall mean any event specified in
Section 5.01, continued for the period of time, if any, and after the
giving of the notice, if any, therein designated.

"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

"Global Security" shall mean, with respect to any series of
Debt Securities, a Debt Security executed by the Company and delivered
by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture, which shall be
registered in the name of the Depositary or its nominee.

"Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so
amended or supplemented, or both, and shall include the form and terms
of particular series of Debt Securities established as contemplated
hereunder.

"Institutional Trustee" has the meaning set forth in the
Declaration of the applicable Leucadia Trust.

"Interest" shall mean, when used with respect to noninterest
bearing Debt Securities, interest payable after maturity.

"Interest Payment Date," when used with respect to any
installment of interest on a Debt Security of a particular series,
shall mean the date specified in such Debt Security or in a Board
Resolution or in an indenture supplemental hereto with

respect to such series as the fixed date on which an installment of
interest with respect to Debt Securities of that series is due and
payable.

"Leucadia Trust" shall mean a Delaware business trust, or
any other similar trust created for the purpose of issuing Capital
Securities in connection with the issuance of Debt Securities under
this Indenture, of which the Company is the sponsor.

"Mortgage" shall mean and include any mortgage, pledge,
lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance.

"Officer" means the Chairman of the Board, the President,
any Vice President, the Chief Financial Officer or the Treasurer of
the Company.

"Officers' Certificate" shall mean a certificate signed by
an Officer and by the Comptroller, an Assistant Comptroller, the
Secretary or an Assistant Secretary of the Company, and delivered to
the Trustee. Each such certificate shall include the statements
provided for in Section 13.06 if and to the extent required by the
provisions of such Section.

"Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or counsel to the Company,
or may be other counsel satisfactory to the Trustee. Each such
opinion shall include the statements provided for in Section 13.06 if
and to the extent required by the provisions of such Section.

"Original Issue Date" of any Debt Security (or any portion
thereof) shall mean the earlier of (a) the date of such Debt Security
or (b) the date of any Debt Security (or portion thereof) for which
such Debt Security was issued (directly or indirectly) on registration
of transfer, exchange or substitution.

"Original Issue Discount Security" shall mean any Debt
Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of
the maturity thereof pursuant to Section 5.01.

The term "outstanding," when used with reference to Debt
Securities, shall, subject to the provisions of Section 7.04, mean, as
of any particular time, all Debt

Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except

(a) Debt Securities theretofore canceled by the Trustee or
the Authenticating Agent or delivered to the Trustee for
cancellation;

(b) Debt Securities, or portions thereof, for the payment
or redemption of which moneys in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent
(other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as
its own paying agent); provided that, if such Debt Securities, or
portions thereof, are to be redeemed prior to maturity thereof,
notice of such redemption shall have been given as provided in
Article Fourteen or provision satisfactory to the Trustee shall
have been made for giving such notice; and

(c) Debt Securities paid pursuant to Section 2.08 or in
lieu of or in substitution for which other Debt Securities shall
have been authenticated and delivered pursuant to the terms of
Section 2.08 unless proof satisfactory to the Company and the
Trustee is presented that any such Debt Securities are held by
bona fide holders in due course.

In determining whether the holders of the requisite
principal amount of outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security
that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of
the maturity thereof pursuant to Section 5.01.

"Person" shall mean any individual, corporation, limited
liability company, partnership, joint venture, association, joint-
stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

"Predecessor Security" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the same
debt as that evidenced by such particular Debt Security; and, for the
purposes of this definition, any Debt Security authenticated and
delivered under Section 2.08 in lieu of a lost,

destroyed or stolen Debt Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debt Security.

"Principal Office of the Trustee," or other similar term,
shall mean the office of the Trustee, at which at any particular time
its corporate trust business shall be principally administered.

"Responsible Officer," when used with respect to the
Trustee, shall mean any officer of the Trustee with direct
responsibility for the administration of this Indenture or to whom any
corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.

"Securityholder," "holder of Debt Securities," or other
similar terms, shall mean any Person in whose name at the time a
particular Debt Security is registered on the register kept by the
Company or the Trustee for that purpose in accordance with the terms
hereof.

"Senior Indebtedness" means, with respect to the Company
(except any other obligations which rank pari passu with or junior to
the Debt Securities), (i) the principal, premium, if any, and interest
in respect of (A) indebtedness of the Company for money borrowed, and
(B) indebtedness evidenced by securities, debentures, notes, bonds or
other similar instruments issued by the Company, including, without
limitation, any current or future indebtedness under any indenture
(other than this Indenture) to which the Company is a party, (ii) all
capital lease obligations of the Company, (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property,
all conditional sale obligations of the Company and all obligations of
the Company under any title retention agreement (but excluding trade
accounts payable arising in the ordinary course of business), (iv) all
obligations of the Company for the reimbursement on any letter of
credit, any banker's acceptance, any security purchase facility, any
repurchase agreement or similar arrangement, any interest rate swap,
any other hedging arrangement, any obligation under options or any
similar credit or other transaction, (v) all obligations of the type
referred to in clauses (i) through (iv) above of other Persons for the
payment of which the Company is responsible or liable as obligor,
guarantor or otherwise, and (vi) all obligations of the type referred
to in clauses (i) through (v) above of other Persons secured by any
lien on any property or asset of the Company (whether or not such
obligation is assumed by the Company), except for (1) any indebtedness
between or among the Company or any Affiliate of the Company and
(2) any series of Debt

Securities issued pursuant to this Indenture and guarantees in respect
of any such series of Debt Securities. Senior Indebtedness shall not
include Debt Securities of any series or any junior subordinated debt
securities issued in the future with subordination terms substantially
similar to the Debt Securities of any series. Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the
benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior
Indebtedness.

"Subsidiary" shall mean a corporation or business trust a
majority of whose Voting Stock is owned by the Company or a
Subsidiary.

"Trust Indenture Act" shall mean the Trust Indenture Act of
1939 as in force at the date of execution of this Indenture, except as
provided in Section 9.03; provided, however, that, in the event the
-------- -------
Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" shall mean, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

"Trust Securities" shall mean Common Securities and Capital
Securities of a Leucadia Trust.

"Trustee shall mean the Person identified as "Trustee" in
the first paragraph hereof, and, subject to the provisions of
Article VI hereof, shall also include its successors and assigns as
Trustee hereunder. The term "Trustee" as used with respect to a
particular series of Debt Securities shall mean the trustee with
respect to that series.

"Voting Stock" shall mean with respect to any Person, any
and all shares, interests, participations or other equivalents
(however designated) having general voting power under ordinary
circumstances to elect directors to the board of directors (or the
equivalent) of such Person, but shall not include any such shares,
interests, participations or other equivalents that have or would have
such voting power solely by reason of the happening of any
contingency.

"Yield to Maturity" shall mean the yield to maturity on a
series of Debt Securities, calculated at the time of issuance of such
series of Debt Securities, or if applicable, at the most recent
predetermination of interest on such series and calculated in
accordance with accepted financial practice.

ARTICLE II

DEBT SECURITIES

SECTION 2.01. Forms Generally.
---------------
The Debt Securities of each series shall be in substantially
the form as shall be established by or pursuant to a Board Resolution
and as set forth in an Officers' Certificate of the Company or in one
or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law
or with any rules made pursuant thereto or with any rules of any
securities exchange or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their
execution of the Debt Securities.

In the event the Debt Securities are issued in definitive
form pursuant to this Indenture, such Debt Securities shall be typed
printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers
executing such Debt Securities, as evidenced by their execution of
such Debt Securities.

SECTION 2.02. Form of Trustee's Certificate of
--------------------------------
Authentication.
--------------
The Trustee's certificate of authentication on all Debt
Securities shall be in substantially the following form:

This is one of the Debt Securities of the series designated
therein referred to in the within-mentioned Indenture.

The Chase Manhattan Bank, as Trustee

By
----------------------------
Authorized Officer

SECTION 2.03. Amount Unlimited; Issuable in Series.
------------------------------------
The aggregate principal amount of Debt Securities which may
be authenticated and delivered under this Indenture is unlimited.

The Debt Securities may be issued in one or more series up
to the aggregate principal amount of Debt Securities of that series
from time to time authorized by or pursuant to a Board Resolution of
the Company or pursuant to one or more indentures supplemental hereto.
Prior to the initial issuance of Debt Securities of any series, there
shall be established in or pursuant to a Board Resolution of the
Company and set forth in an Officers' Certificate of the Company or
established in one or more indentures supplemental hereto:

(1) the title of the Debt Securities of the series
(which shall distinguish Debt Securities of the series from all
other Debt Securities);

(2) any limit upon the aggregate principal amount of
the Debt Securities of the series which may be authenticated and
delivered under this Indenture (except for Debt Securities
authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Debt Securities of the
series pursuant to Section 2.07, 2.08, 2.09, 9.04 or 14.03);

(3) the date or dates on which the principal of and
premium, if any, on the Debt Securities of the series is payable;

(4) the rate or rates at which the Debt Securities of
the series shall bear interest, if any, or the method by which
such interest may be determined, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable or the manner of determination of
such Interest Payment Dates and the record dates for the
determination of holders to whom interest is payable on any such
Interest Payment Dates;

(5) the place or places where the principal of, and
premium, if any, and any interest on Debt Securities of the
series shall be payable;

(6) the right, if any, to extend the interest payment
periods and the duration of such extension;

(7) the price or prices at which, the period or
periods within which and the terms and conditions upon which Debt
Securities of the series may be redeemed, in whole or in part, at
the option of the Company, pursuant to any sinking fund or
otherwise:

(8) the obligation, if any, of the Company to redeem,
purchase or repay Debt Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of a
Securityholder thereof and the price or prices at which and the
period or periods within which, and the terms and conditions upon
which Debt Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which Debt
Securities of the series shall be issuable;

(10) if other than the principal amount thereof, the
portion of the principal amount of Debt Securities of the series
which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 5.01 or provable in
bankruptcy pursuant to Section 5.02;

(11) any Events of Default with respect to the Debt
Securities of a particular series, if not set forth herein;

(12) the form of the Debt Securities of the series
including the form of the certificate of authentication of such
series;

(13) any trustee, authenticating or paying agents,
warrant agents, transfer agents or registrars with respect to the
Debt Securities of such series;

(14) whether the Debt Securities of the series shall be
issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary for such Global
Security or Securities, and whether beneficial owners of
interests in any such Global Securities may exchange such
interests for other Debt Securities of such series in the manner
provided in Section 2.07, and the manner and the circumstances
under which and the place or places where any such exchanges may
occur if other than in the manner provided in Section 2.07, and
any other terms of the series relating to the global nature of
the Global Securities of such series and the exchange,
registration or transfer thereof and the payment of any principal
thereof, or interest or premium, if any, thereon;

(15) if the Debt Securities of the series are issued
pursuant to an exemption from registration under the Securities
Act; and

(16) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture).

All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors
or in any such indenture supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate of the
Company setting forth the terms of the series.

SECTION 2.04. Execution and Authentication.
----------------------------
One Officer and the Secretary or an Assistant Secretary of
the Company shall sign Debt Securities of any series for the Company
by manual or facsimile signature. The Company's seal shall be
reproduced on the Debt Securities.

If an Officer whose signature is on a Debt Security no
longer holds that office at the time the Debt Security is
authenticated, the Debt Security shall be valid nevertheless.

A Debt Security shall not be valid until the Trustee or an
Authenticating Agent manually signs the certificate of authentication
on the Debt Security. The signature shall be conclusive evidence that
the Debt Security has been authenticated under this Indenture.

The Trustee may appoint an Authenticating Agent to
authenticate Debt Securities. An Authenticating Agent may
authenticate Debt Securities whenever the Trustee may do so except on
original issuance. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent.

The Trustee shall have the right to decline to authenticate
and deliver any Debt Securities under this Section

if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken or if the Trustee in good faith by its board
of directors or trustees, executive committee, or a trust committee of
directors or trustees and/or vice presidents shall determine that such
action would expose the Trustee to personal liability to existing
holders.

SECTION 2.05. Date and Denomination of Debt Securities.
----------------------------------------
The Debt Securities shall be issuable as registered Debt
Securities without coupons and in such denominations as shall be
specified as contemplated by Section 2.03. In the absence of any such
specification with respect to the Debt Securities of any series, the
Debt Securities of such series shall be issuable in the denominations
of $1,000 and any multiple thereof. The Debt Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the officers executing the same may
determine with the approval of the Trustee as evidenced by the
execution and authentication thereof.

Every Debt Security shall be dated the date of its
authentication, shall bear interest, if any, from such date and shall
be payable on such dates, in each case, as contemplated by
Section 2.03. The interest installment on any Security that is
payable, and is punctually paid or duly provided for, on any Interest
Payment Date for Debt Securities of that series shall be paid to the
Person in whose name said Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Debt
Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record
date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Debt Security will be paid
upon presentation and surrender of such Debt Security as provided in
Section 14.03.

Any interest on any Debt Security that is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date
for a Debt Security of the same series (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company,
at its election, as provided in clause (1) or clause (2) below:

(1) The Company may make payment of any Defaulted
Interest on Debt Securities to the Persons in whose names such
Debt Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid
on each such Debt Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than
ten days prior to the date of the proposed payment and not less
than ten days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date
therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Debt
Security Register, not less than ten days prior to such special
record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered on such special record
date and shall be no longer payable pursuant to the following
clause (2).

(2) The Company may make payment of any Defaulted
Interest on any Debt Securities in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which such Securities may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the
Trustee.

In respect of any series of Debt Securities in which the right to
extend the interest payment periods has been provided pursuant to
Section 2.03(6), any interest scheduled to become payable on an

Interest Payment Date occurring during a valid extension of an
interest payment period shall not be Defaulted Interest and shall be
payable on such other date as may be specified in the terms of such
Debt Securities.

Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto establishing the
terms of any series of Debt Securities pursuant to Section 2.01
hereof, the term "regular record date" as used in this Section with
respect to a series of Debt Securities with respect to any Interest
Payment Date for such series shall mean either the fifteenth day of
the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month, or
the last day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the
fifteenth day of a month, whether or not such date is a Business Day.

Subject to the foregoing provisions of this Section, each
Debt Security of a series delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other
Debt Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other
Debt Security.

SECTION 2.06. [Reserved].
----------

SECTION 2.07. Exchange and Registration of Transfer of Debt
---------------------------------------------
Securities.
----------
Subject to Section 2.03(14), Debt Securities of any series
may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Debt
Securities to be exchanged may be surrendered at the principal
corporate trust office of the Trustee or at any office or agency to be
maintained by the Company for such purpose as provided in Section
3.02, and the Company shall execute, the Company or the Trustee shall
register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange therefor the
Debt Security or Debt Securities which the Securityholder making the
exchange shall be entitled to receive. Subject to Section 2.03(14),
upon due presentment for registration of

transfer of any Debt Security of any series at the principal corporate
trust office of the Trustee or at any office or agency of the Company
maintained for such purpose as provided in Section 3.02, the Company
shall execute, the Company or the Trustee shall register and the
Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees a
new Debt Security or Debt Securities of the same series for a like
aggregate principal amount. Registration or registration of transfer
of any Debt Security by the Trustee or by any agent of the Company
appointed pursuant to Section 3.02, and delivery of such Debt
Security, shall be deemed to complete the registration or registration
of transfer of such Debt Security.

The Company shall cause to be kept, at the office or agency
maintained for the purpose of registration of transfer and for
exchange as provided in Section 3.02, a register (the "Debt Security
Register") for each series of Debt Securities issued hereunder in
which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration and transfer of all Debt
Securities as in this Article Two provided. Such register shall be in
written form or in any other form capable of being converted into
written form within a reasonable time.

All Debt Securities presented for registration of transfer
or for exchange or payment shall (if so required by the Company or the
Trustee or the Authenticating Agent) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee or the Authenticating
Agent duly executed by, the holder or his attorney duly authorized in
writing.

No service charge shall be made for any exchange or
registration of transfer of Debt Securities, but the Company or the
Trustee may require payment of a sum sufficient to cover any tax, fee
or other governmental charge that may be imposed in connection
therewith.

The Company or the Trustee shall not be required to exchange
or register a transfer of (a) any Debt Security for a period of 15
days next preceding the date of selection of Debt Securities of such
series for redemption, or (b) any Debt Securities of any series
selected, called or being called for redemption in whole or in part,
except in the case of any Debt Securities of any series to be redeemed
in part, the portion thereof not so to be redeemed.

Notwithstanding the foregoing, if pursuant to Section 2.03,
a series of Debt Securities is issued pursuant to an exemption from
registration under the Securities Act, such Debt Securities may not be
transferred except in compliance with the restricted securities legend
set forth below (the "Restrictive Securities Legend"), unless
otherwise determined by the Company pursuant to Section 2.03 and in
accordance with applicable law:

THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS. NEITHER THIS DEBT SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER
OF THIS DEBT SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH DEBT SECURITY PRIOR TO THE DATE WHICH IS
THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH LEUCADIA NATIONAL CORPORATION (THE "COMPANY") OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBT SECURITY (OR
ANY PREDECESSOR OF THIS DEBT SECURITY) (THE "RESALE RESTRICTIONS
TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE DEBT SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(a)(1),(2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE DEBT SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS
DEBT SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS. DEBT SECURITIES OWNED BY A PURCHASER THAT IS NOT A
QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN

BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.

Prior to any distribution of the Debt Securities to the
holders of Capital Securities in accordance with the related
Declaration, the Company and the Trustee shall enter into a
supplemental indenture pursuant to Article IX to provide for transfer
procedures and restrictions with respect to the Debt Securities
substantially similar to those contained in the Declaration with
respect to Capital Securities of the corresponding series to the
extent applicable in the circumstances existing at the time of such
distribution for purposes of assuring, if applicable, that no
registration of such Debt Securities is required under the Securities
Act of 1933, as amended.

SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Debt
-----------------------------------------
Securities.
----------
In case any temporary or definitive Debt Security shall
become mutilated or be destroyed, lost or stolen, the Company shall
execute, and upon its written request the Trustee shall authenticate
and deliver, a new Debt Security of the same series bearing a number
not contemporaneously outstanding, in exchange and substitution for
the mutilated Debt Security, or in lieu of and in substitution for the
Debt Security so destroyed, lost or stolen. In every case the
applicant for a substituted Debt Security shall furnish to the Company
and the Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and the
Trustee evidence to their satisfaction of the destruction, loss or
theft of such Debt Security and of the ownership thereof.

The Trustee may authenticate any such substituted Debt
Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Debt Security, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses connected
therewith. In case any Debt Security which has matured or is about to
mature or has been called for redemption in full shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substitute Debt Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated
Debt Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless and, in case of

destruction, loss or theft, evidence satisfactory to the Company and
to the Trustee of the destruction, loss or theft of such Security and
of the ownership thereof.

Every substituted Debt Security of any series issued
pursuant to the provisions of this Section 2.08 by virtue of the fact
that any such Debt Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debt Security shall be
found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt
Securities of the same series duly issued hereunder. All Debt
Securities shall be held and owned upon the express condition that, to
the extent permitted by applicable law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debt Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities
without their surrender.

SECTION 2.09. Temporary Debt Securities.
-------------------------
Pending the preparation of definitive Debt Securities of any
series, the Company may execute and the Trustee shall authenticate and
make available for delivery temporary Debt Securities that are typed,
printed or lithographed. Temporary Debt Securities shall be issuable
in any authorized denomination, and substantially in the form of the
definitive Debt Securities but with such omissions, insertions and
variations as may be appropriate for temporary Debt Securities, all as
may be determined by the Company. Every such temporary Debt Security
shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and
with the same effect, as the definitive Debt Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee
or the Authenticating Agent definitive Debt Securities and thereupon
any or all temporary Debt Securities of such series may be surrendered
in exchange therefor, at the principal corporate trust office of the
Trustee or at any office or agency maintained by the Company for such
purpose as provided in Section 3.02, and the Trustee or the
Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Debt Securities a like
aggregate principal amount of such definitive Debt Securities. Such
exchange shall be made by the Company at its own expense and without
any charge therefor except that in case of any such exchange involving
a

registration of transfer the Company may require payment of a sum
sufficient to cover any tax, fee or other governmental charge that may
be imposed in relation thereto. Until so exchanged, the temporary
Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of
the same series authenticated and delivered hereunder.

SECTION 2.10. Cancellation of Debt Securities Paid, etc.
-----------------------------------------
All Debt Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if
surrendered to the Company or any paying agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee
or any Authenticating Agent, shall be promptly canceled by it, and no
Debt Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All Debt
Securities canceled by any Authenticating Agent shall be delivered to
the Trustee. The Trustee shall destroy all canceled Debt Securities
unless the Company otherwise directs the Trustee in writing. If the
Company shall acquire any of the Debt Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt Securities unless and until the
same are surrendered to the Trustee for cancellation.

SECTION 2.11. Global Securities.
-----------------
(a) If the Company shall establish pursuant to Section 2.03
that the Debt Securities of a particular series are to be issued as a
Global Security, then the Company shall execute and the Trustee shall,
in accordance with Section 2.04, authenticate and deliver, a Global
Security that (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all or a specified
portion of the outstanding Debt Securities of such series, (ii) shall
be registered in the name of the Depositary or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to
the following effect: "Except as otherwise provided in Section 2.11
of the Indenture, this Debt Security may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

(b) Notwithstanding the provisions of Section 2.07, the
Global Security of a series may be transferred, in whole but

not in part and only in the manner provided in Section 2.07, only to
another nominee of the Depositary for such series, or to a successor
Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.

(c) If at any time the Depositary for a series of the Debt
Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such series or if at any time the
Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or
regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be,
this Section 2.11 shall no longer be applicable to the Debt Securities
of such series and the Company will execute, and subject to Section
2.07, the Trustee, upon written request of the Company, will
authenticate and make available for delivery the Debt Securities of
such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in
exchange for such Global Security. In addition, the Company may at
any time determine that the Debt Securities of any series shall no
longer be represented by a Global Security and that the provisions of
this Section 2.11 shall no longer apply to the Debt Securities of such
series. In such event the Company will execute and subject to Section
2.07, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and make
available for delivery the Debt Securities of such series in
definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for
such Global Security. Upon the exchange of the Global Security for
such Debt Securities in definitive registered form without coupons, in
authorized denominations, the Global Security shall be canceled by the
Trustee. Such Debt Securities in definitive registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Debt Securities to the Depositary for
delivery to the Persons in whose names such Debt Securities are so
registered.

SECTION 2.12. CUSIP Numbers.
-------------
The Company in issuing the Debt Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to
Securityholders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed on the Debt Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change
in the CUSIP numbers.

ARTICLE III

PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and Interest.
------------------------------------------
The Company covenants and agrees for the benefit of each
series of Debt Securities that it will duly and punctually pay or
cause to be paid the principal of and premium, if any, and interest on
each of the Debt Securities of that series at the place, at the
respective times and in the manner provided in such Debt Securities.
At the option of the Company, each installment of interest on the Debt
Securities of any series may be paid (i) by mailing checks for such
interest payable to the order of the holders of Debt Securities
entitled thereto as they appear on the registry books of the Company
or (ii) if so specified with respect to the Debt Securities of such
series as contemplated by Section 2.03, by wire transfer to any
account with a banking institution located in the United States
designated by such Person to the paying agent no later than the
related record date.

SECTION 3.02. Offices for Notices and Payments, etc.
-------------------------------------
So long as any of the Debt Securities remain outstanding,
the Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where the Debt Securities of each series may
be presented for payment, an office or agency where the Debt
Securities of that series may be presented for registration of
transfer and for exchange as in this Indenture provided and an office
or agency where notices and demands to or upon the Company in respect
of the Debt Securities of that series or of this Indenture may be
served. The Company will give to the Trustee written notice of the
location of any

such office or agency and of any change of location thereof. Until
otherwise designated from time to time by the Company in a notice to
the Trustee, or specified as contemplated by Section 2.03, such office
or agency for all of the above purposes shall be the office or agency
of the Trustee. In case the Company shall fail to maintain any such
office or agency in the Borough of Manhattan, The City of New York, or
shall fail to give such notice of the location or of any change in the
location thereof, presentations and demands may be made and notices
may be served at the principal corporate trust office of the Trustee.

In addition to any such office or agency, the Company may
from time to time designate one or more offices or agencies outside
the Borough of Manhattan, The City of New York, where the Debt
Securities may be presented for registration of transfer and for
exchange in the manner provided in this Indenture, and the Company may
from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
-------- -------
rescission shall in any manner relieve the Company of its obligation
to maintain any such office or agency in the Borough of Manhattan, The
City of New York, for the purposes above mentioned. The Company will
give to the Trustee prompt written notice of any such designation or
rescission thereof.

SECTION 3.03. Appointments to Fill Vacancies in Trustee's
-------------------------------------------
Office.
------
The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in
Section 6.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

SECTION 3.04. Provision as to Paying Agent.
----------------------------
(a) If the Company shall appoint a paying agent other than
the Trustee with respect to the Debt Securities of any series, it will
cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject
to the provision of this Section 3.04,

(1) that it will hold all sums held by it as such agent for
the payment of the principal of and premium, if any, or interest, if
any, on the Debt Securities of such series (whether such sums have
been paid to it by the Company or by any other obligor on the Debt
Securities of such series) in trust for the benefit of the holders of
the Debt Securities of such series;

(2) that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Debt Securities of such
series) to make any payment of the principal of and premium, if any,
or interest, if any, on the Debt Securities of such series when the
same shall be due and payable; and

(3) that it will, at any time during the continuance of any
Event of Default, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such paying agent.

(b) If the Company shall act as its own paying agent, it
will, on or before each due date of the principal of and premium, if
any, or interest, if any, on the Debt Securities of any series, set
aside, segregate and hold in trust for the benefit of the holders of
the Debt Securities of such series a sum sufficient to pay such
principal, premium or interest so becoming due and will notify the
Trustee in writing of any failure to take such action and of any
failure by the Company (or by any other obligor under the Debt
Securities of such series) to make any payment of the principal of and
premium, if any, or interest, if any, on the Debt Securities of such
series when the same shall become due and payable.

Whenever the Company shall have one or more paying agents
for any series of Debt Securities, it will, on or prior to each due
date of the principal of and premium, if any, or interest, if any, on
any Debt Securities of such series, deposit with a paying agent a sum
sufficient to pay the principal, premium or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled
thereto and (unless such paying agent is the Trustee) the Company
shall promptly notify the Trustee in writing of its action or failure
to act.

(c) Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or
all series of Debt Securities hereunder, or for any other reason, pay,
or direct any paying agent to pay to the Trustee all sums held in
trust for any such series by the Company or any such paying agent,
such sums to be held by the Trustee upon the trusts herein contained.

(d) Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in
this Section 3.04 is subject to Sections 11.03 and 11.04.

SECTION 3.05. Certificate to Trustee.
----------------------
The Company will deliver to the Trustee on or before 120
days after the end of each fiscal year in each year, so long as Debt
Securities of any series are outstanding hereunder, a Certificate
stating that in the course of the performance by the signers of their
duties as officers of the Company they would normally have knowledge
of any default by the Company in the performance of any covenants
contained herein, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the
signers have knowledge and the nature thereof.

SECTION 3.06. [Reserved].

SECTION 3.07. Limitation on Dividends.
-----------------------
If Debt Securities of a series are initially issued to a
Leucadia Trust or a trustee of such trust in connection with the
issuance of Trust Securities by such Leucadia Trust (regardless of
whether Debt Securities continue to be held by such trust) and
(i) there shall have occurred and be continuing any event that would
constitute an Event of Default, (ii) the Company shall be in default
with respect to its payment of any obligations under a Capital
Securities Guarantee or a Common Securities Guarantee with respect to
securities issued by such trust, or (iii) the Company shall have given
notice of its election to defer payments of interest on the Debt
Securities of such series by extending the interest payment period as
provided herein and such period, or any extension thereof, shall be
continuing, then (a) the Company shall not declare or pay any dividend
on, make a distribution with respect to, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of its capital
stock or rights to acquire such capital stock (other than
(i) purchases or acquisitions of shares of any such capital stock or
rights to acquire such capital stock in connection with the
satisfaction by the Company of its obligations under any employee
benefit plans or any other contractual obligations of the Company
(other than a contractual obligation ranking pari passu with or junior
to the Debt Securities of such series), (ii) as a result of a
reclassification of the Company's capital stock or rights to acquire
such capital stock or the exchange or conversion of one class or
series of the Company's capital stock or rights to acquire such
capital stock for another class or series of the Company's capital
stock or rights to acquire such capital stock, (iii) the purchase of
fractional interests in shares of the

Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or
exchanged, (iv) dividends and distributions made on the Company's
capital stock or rights to acquire such capital stock with the
Company's capital stock or rights to acquire such capital stock, or
(v) any declaration of a dividend in connection with the
implementation of a shareholder rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of
any such rights pursuant thereto), or make guarantee payments with
respect to any guarantee by the Company of the debt securities of any
subsidiary of the Company if such guarantee ranks pari passu with or
junior to the Debt Securities of such series (other than payments
under a Capital Securities Guarantee or a Common Securities
Guarantee), and (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by the Company that rank pari passu
with or junior to the Debt Securities of such series.

SECTION 3.08. Covenants as to Leucadia Trusts.
-------------------------------
In the event Debt Securities of a series are initially
issued to a Leucadia Trust or a trustee of such trust in connection
with the issuance of Trust Securities by such Leucadia Trust, for so
long as such Trust Securities remain outstanding, the Company shall
maintain 100% ownership of the Common Securities of such Leucadia
Trust; provided, however, that any permitted successor of the Company
-------- -------
under this Indenture may succeed to the Company's ownership of such
Common Securities. The Company as owner of the Common Securities,
shall use its reasonable efforts to cause such Leucadia Trust (a) to
remain a statutory business trust, except in connection with a
distribution of Debt Securities of such series to the holders of such
Trust Securities in liquidation of such Trust, the redemption of all
of the Trust Securities of such Leucadia Trust or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration
of such Leucadia Trust, (b) to otherwise continue to be classified as
a grantor trust for United States federal income tax purposes and
(c) to use its reasonable efforts to cause each holder of Trust
Securities issued by such Leucadia Trust to be treated as owning an
undivided beneficial interest in the Debt Securities of such series
issued to such Leucadia Trust.

SECTION 3.09. Calculation of Original Issue Discount.
--------------------------------------
The Company shall file with the Trustee promptly at the end
of each calendar year a written notice specifying the amount

of original issue discount (including daily rates and accrual
periods), if any, accrued on outstanding Debt Securities as of the end
of such year.

ARTICLE IV

SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists.
----------------------
The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the
names and addresses of Securityholders for each series of Debt
Securities and shall otherwise comply with Section 312(a) of the Trust
Indenture Act. If the Trustee is not acting as the Debt Securities
registrar, the Company shall furnish or cause to be furnished to the
Trustee at least 10 days prior to each semiannual interest payment
date and at such other times as the Trustee may request in writing a
list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders for each series
of Debt Securities, and the Company shall otherwise comply with
Section 312(a) of the Trust Indenture Act. The Trustee may destroy
any list furnished to it as provided in this Section 4.01 upon receipt
of a new list so furnished.

SECTION 4.02. Communication by Holders with Other Holders.
-------------------------------------------
Securityholders may communicate pursuant to Section 312(b)
of the Trust Indenture Act with other Securityholders with respect to
their rights under this Indenture or the Debt Securities of any
series. The Company, the Trustee, the Debt Securities registrar and
any paying agent shall have the protection of Section 312(c) of the
Trust Indenture Act.

SECTION 4.03. [Reserved].

SECTION 4.04. Reports by the Trustee.
----------------------
(a) The Trustee shall transmit to Securityholders such
reports concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto. If

required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within 60 days after each May 15 following the date of this
Indenture deliver to Securityholders a brief report, dated as of such
May 15, which complies with the provisions of such Section 313(a).

(b) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each
stock exchange, if any, upon which the Securities are listed, with the
Commission, if required by applicable law, and with the Company. The
Company will promptly notify the Trustee when the Debt Securities are
listed on any stock exchange.

ARTICLE V

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF DEFAULT

SECTION 5.01. Events of Default.
-----------------
The following Events of Default with respect to Debt
Securities of any series or such other events as may be established
with respect to the Debt Securities of that series as contemplated by
Section 2.03 hereof shall be "Events of Default" with respect to Debt
Securities of that series:

(a) the Company defaults in the payment of any interest
upon any Debt Securities of that series when it becomes due and
payable, and continuance of such default for a period of 30 days;
provided, however, that a valid extension of an interest payment
-------- -------
period by the Company in accordance with the terms of such Debt
Securities shall not constitute a default in the payment of interest
for this purpose; or

(b) the Company defaults in the payment of all or any part
of the principal of (or premium, if any, on) any Debt Securities of
that series as and when the same shall become due and payable either
at maturity, upon redemption (including redemption for any sinking
fund), by declaration of acceleration or otherwise; or

(c) the Company defaults with respect to indebtedness for
money borrowed resulting in acceleration of such indebtedness having
an aggregate principal amount in excess of $25 million and such
acceleration is not rescinded or annulled within 30 days after there
has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the holders of at least
25% in aggregate principal amount of the

outstanding Debt Securities of that series, a written notice
specifying such acceleration and stating that such Notice is a "Notice
of Default" hereunder; or

(d) the Company defaults in the performance of, or
breaches, any of its covenants or agreements in this Indenture or in
the terms of that series of Debt Securities established as
contemplated in this Indenture (other than a covenant or agreement a
default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or
breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in aggregate
principal amount of the outstanding Debt Securities of that series, a
written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a "Notice of Default"
hereunder; or

(e) a court having jurisdiction in the premises shall enter
a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Company or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

(f) the Company shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official)
of the Company or of any substantial part of its property, or shall
make any general assignment for the benefit of creditors, or shall
fail generally to pay its debts as they become due; or

(g) as to Debt Securities of any series issued to a
Leucadia Trust, such Leucadia Trust shall have voluntarily or
involuntarily liquidated, dissolved, wound-up its business or
otherwise terminated its existence except in connection with (i) the
distribution of the Debt Securities of such series to holders of such
Trust Securities in liquidation of their interests in such Leucadia
Trust, (ii) the redemption of all of the outstanding Trust Securities
of such Leucadia Trust or

(iii) certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such Leucadia Trust.

If an Event of Default occurs and is continuing with respect
to any series of Debt Securities, then, and in each and every such
case, unless the principal of all of the Debt Securities of that
series shall have already become due and payable, either the Trustee
or the holders of not less than 25% in aggregate principal amount of
the Debt Securities of that series then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Debt
Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of
that series) of all Debt Securities of that series and the interest
accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and
payable.

The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Debt
Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of the Debt
Securities of any series (or of all the Debt Securities, as the case
may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debt Securities of such series
(or of all the Debt Securities, as the case may be) and the principal
of and premium, if any, on any and all Debt Securities of such series
(or of all the Debt Securities, as the case may be) which shall have
become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments
of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified
in the Debt Securities of such series (or at the respective rates of
interest or Yields to Maturity of all the Debt Securities, as the case
may be) to the date of such payment or deposit) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee
and each predecessor Trustee, their respective agents, attorneys and
counsel, and all other amounts due to the Trustee pursuant to
Section 6.06, and if any and all Events of Default under this
Indenture, other than the non-payment of the principal of or premium,
if any, on Debt Securities which shall have become due

by acceleration, shall have been cured, waived or otherwise remedied
as provided herein -- then and in every such case the holders of a
majority in aggregate principal amount of the Debt Securities of such
series (or of all the Debt Securities, as the case may be) then
outstanding, by written notice to the Company and to the Trustee, may
waive all defaults with respect to that series (or with respect to all
Debt Securities, as the case may be, in such case, treated as a single
class) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right
consequent thereon.

In case the Trustee shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or
for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, the Trustee and the
holders of the Debt Securities shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the holders of the Debt
Securities shall continue as though no such proceeding had been taken.

SECTION 5.02. Payment of Debt Securities on Default; Suit
-------------------------------------------
Therefor.
--------
The Company covenants that (a) in case default shall be made
in the payment of any installment of interest upon any of the Debt
Securities of any series as and when the same shall become due and
payable, and such default shall have continued for a period of 30
days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Debt Securities of any
series as and when the same shall have become due and payable, whether
at maturity of the Debt Securities of that series or upon redemption
or by declaration of acceleration or otherwise -- then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Debt Securities of that series the whole amount
that then shall have become due and payable on all such Debt
Securities of that series for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such
interest is enforceable under applicable law) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case
of Original Issue Discount Securities) borne by the Debt Securities of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a
reasonable

compensation to the Trustee, its agents, attorneys and counsel, and
any other amounts due to the Trustee under Section 6.06. In case the
Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree,
and may enforce any such judgment or final decree against the Company
or any other obligor on such Debt Securities and collect in the manner
provided by law out of the property of the Company or any other
obligor on such Debt Securities wherever situated the moneys adjudged
or decreed to be payable.

In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other
obligor on the Debt Securities of any series under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ Code, or any other applicable law, or in case a receiver or
trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor upon the Debt
Securities of any series, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether
the principal of the Debt Securities of any series shall then be due
and payable as therein expressed or by declaration of acceleration or
otherwise and irrespective of whether the Trustee shall have made any
demand pursuant to the provisions of this Section 5.02, shall be
entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Debt Securities of that series are
Original Issue Discount Securities such portion of the principal
amount as may be specified in the terms of that series) owing and
unpaid in respect of the Debt Securities of such series and, in case
of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
other amounts due to the Trustee under Section 6.06 and of the
Securityholders allowed in such judicial proceedings relative to the
Company or any other obligor on the Debt Securities of any series, or
to the creditors or property of the Company or such other obligor,
unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Debt Securities or any series in any election of
a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency

proceedings or Person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same
after the deduction of its charges and expenses; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the
Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other amounts due to
the Trustee under Section 6.06.

Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities of any series or the rights
of any holder thereof or to authorize the Trustee to vote in respect
of the claim of any Securityholder in any such proceeding.

All rights of action and of asserting claims under this
Indenture, or under any of the Debt Securities, may be enforced by the
Trustee without the possession of any of the Debt Securities, or the
production thereof at any trial or other proceeding relative thereto,
and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders
of the Debt Securities.

In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party) the Trustee shall be
held to represent all the holders of the Debt Securities, and it shall
not be necessary to make any holders of the Debt Securities parties to
any such proceedings.

SECTION 5.03. Application of Moneys Collected by Trustee.
------------------------------------------
Any moneys collected by the Trustee shall be applied in the
following order, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Debt
Securities in respect of which moneys have been collected, and
stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

First: To the payment of costs and expenses of collection
applicable to such series and reasonable compensation to the Trustee,
its agents, attorneys and counsel, and of all other amounts due to the
Trustee under Section 6.06;

Second: To the payment of all Senior Indebtedness of the
Company if and to the extent required by Article XV;

Third: To the payment of the amounts then due and unpaid
upon Debt Securities of such series for principal (and premium, if
any), and interest on the Debt Securities of such series, in respect
of which or for the benefit of which money has been collected,
ratably, without preference or priority of any kind, according to the
amounts due on such Debt Securities for principal (and premium, if
any) and interest, respectively; and

Fourth: The balance, if any, to the Company.

SECTION 5.04. Proceedings by Securityholders.
------------------------------
No holder of any Debt Security of any series shall have any
right to institute any suit, action or proceeding for any remedy
hereunder, unless such holder previously shall have given to the
Trustee written notice of a continuing Event of Default with respect
to the Debt Securities of such series specifying such Event of
Default, as hereinbefore provided, and unless the holders of not less
than 25% in aggregate principal amount of the Debt Securities of that
series then outstanding shall have given the Trustee a written request
to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding; provided
--------
that, no holder of Debt Securities of any series shall have any right
----
to prejudice the rights of any other holder of Debt Securities of such
series, obtain priority or preference over any other such holder or
enforce any right under this Indenture except as provided herein and
for the equal, ratable and common benefit of all holders of Debt
Securities of the applicable series.

Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Debt Security to receive
payment of the principal of, premium, if any, and interest on, such
Debt Security when due, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the
consent of such holder. For the protection

and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.

SECTION 5.05. Proceedings by Trustee.
----------------------
In case of an Event of Default hereunder the Trustee may in
its discretion proceed to protect and enforce the rights vested in it
by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding
in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture
or by law.

SECTION 5.06. Remedies Cumulative and Continuing.
----------------------------------
Except as otherwise provided in Section 2.08, all powers and
remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies
available to the Trustee or the holders of the Debt Securities, by
judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture
or otherwise established with respect to such series, and no delay or
omission of the Trustee or of any holder of any of the Debt Securities
to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.04,
every power and remedy given by this Article V or by law to the
Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

SECTION 5.07. Direction of Proceedings and Waiver of
--------------------------------------
Defaults by Majority of Securityholders.
---------------------------------------
The holders of a majority in aggregate principal amount of
the Debt Securities of any or all series affected (voting as one
class) at the time outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to such series; provided,
--------

however, that (subject to the provisions of Section 6.01) the Trustee
-------
shall have the right to decline to follow any such direction if the
Trustee shall determine that the action so directed would be unjustly
prejudicial to the holders not taking part in such direction or if the
Trustee being advised by counsel determines that the action or
proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors or trustees, executive committee,
or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability. Prior to any
declaration accelerating the maturity of any series of the Debt
Securities, or of all the Debt Securities, as the case may be, the
holders of a majority in aggregate principal amount of the Debt
Securities of that series at the time outstanding may on behalf of the
holders of all of the Debt Securities of such series waive (or modify
any previously granted waiver of) any past default or Event of
Default, including any default or Event of Default the conditions for
the occurrence of which are established pursuant to Section 2.03, and
its consequences, except a default (a) in the payment of principal of,
premium, if any, or interest on any of the Debt Securities, (b) in
respect of covenants or provisions hereof which cannot be modified or
amended without the consent of the holder of each Debt Security
affected, or (c) default of the covenants contained in Section 3.08;
provided, however, that if the Debt Securities of such series are held
-------- -------
by a Leucadia Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders
of a majority in liquidation preference of Trust Securities of the
applicable Leucadia Trust shall have consented to such waiver or
modification to such waiver; provided, further, that if the consent of
the holder of each outstanding Debt Security is required, such waiver
shall not be effective until each holder of the Trust Securities of
the applicable Leucadia Trust shall have consented to such waiver.
Upon any such waiver, the default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the
Trustee and the holders of the Debt Securities of such series shall be
restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as
permitted by this Section 5.07, said default or Event of Default shall
for all purposes of the Debt Securities of that series (or of all
Securities, as the case may be) and this Indenture be deemed to have
been cured and to be not continuing.

SECTION 5.08. Notice of Defaults.
------------------
The Trustee shall, within 90 days after the occurrence of a
default with respect to the Debt Securities of any series, mail to all
Securityholders of that series, as the names and addresses of such
holders appear upon the Debt Security Register, notice of all defaults
with respect to that series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term
"defaults" for the purpose of this Section 5.08 being hereby defined
to be the events specified in clauses (a), (b), (c), (d), (e) and (f)
of Section 5.01, not including periods of grace, if any, provided for
therein, and irrespective of the giving of written notice specified in
clause (c) of Section 5.01); and provided that, except in the case of
default in the payment of the principal of, premium, if any, or
interest on any of the Debt Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of
the Securityholders of such series; and provided further, that in the
case of any default of the character specified in Section 5.01(c) no
such notice to Securityholders of such series shall be given until at
least 60 days after the occurrence thereof but shall be given within
90 days after such occurrence.

SECTION 5.09. Undertaking to Pay Costs.
------------------------
All parties to this Indenture agree, and each holder of any
Debt Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this
Section 5.09 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Securityholder, or group of Securityholders
of any series, holding in the aggregate more than 10% in principal
amount of the Debt Securities of that series outstanding, or to any
suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on

any Debt Security against the Company on or after the same shall have
become due and payable.

ARTICLE VI

CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee.
--------------------------------------
With respect to the holders of any series of Debt Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to Debt Securities of that series and after the
curing or waiving of all Events of Default which may have occurred,
with respect to Debt Securities of that series, undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Debt
Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

(a) prior to the occurrence of an Event of Default with
respect to Debt Securities of a series and after the curing or waiving
of all Events of Default with respect to that series which may have
occurred

(1) the duties and obligations of the Trustee with
respect to Debt Securities of such series shall be determined
solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such
duties and obligations with respect to such series as are
specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture
against the Trustee, and

(2) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but, in the case of any such certificates

or opinions furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture;

(b) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer or Officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith, in accordance
with the direction of the Securityholders pursuant to Section 5.07,
relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably
assured to it.

SECTION 6.02. Reliance on Documents, Opinions, etc.
------------------------------------
Except as otherwise provided in Section 6.01:

(a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond,
note, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

(b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an
Assistant Secretary of the Company;

(c) the Trustee may consult with counsel of its selection
and any advice or Opinion of Counsel shall be full and complete
authorization and protection in respect of any action

taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders, pursuant to
the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be incurred therein or
thereby;

(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
with respect to a series of the Debt Securities (that has not been
cured or waived) to exercise with respect to Debt Securities of that
series such of the rights and powers vested in it by this Indenture,
and to use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, debenture, coupon or other paper or
document, unless requested in writing to do so by the holders of not
less than a majority in principal amount of the outstanding Debt
Securities of the series affected thereby; provided, however, that if
-------- -------
the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding;

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents (including any Authenticating Agent) or attorneys, and
the Trustee shall not be responsible for any misconduct or negligence
on the part of any such agent or attorney appointed by it with due
care; and

(h) the Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Debt

Securities of any series unless either (1) a Responsible Officer shall
have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been
given to the Trustee by the Company or any other obligor on the Debt
Securities of such series or by any holder of the Debt Securities of
such series.

SECTION 6.03. No Responsibility for Recitals, etc.
-----------------------------------
The recitals contained herein and in the Debt Securities
(except in the certificate of authentication of the Trustee or the
Authenticating Agent) shall be taken as the statements of the Company
and the Trustee and the Authenticating Agent assume no responsibility
for the correctness of the same. The Trustee and the Authenticating
Agent make no representations as to the validity or sufficiency of
this Indenture or of the Debt Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or
application by the Company of any Debt Securities or the proceeds of
any Debt Securities authenticated and delivered by the Trustee or the
Authenticating Agent in conformity with the provisions of this
Indenture.

SECTION 6.04. Trustee, Authenticating Agent, Paying Agents,
---------------------------------------------
Transfer Agents or Registrar May Own Debt Securities.
----------------------------------------------------
The Trustee or any Authenticating Agent or any paying agent
or any transfer agent or any Debt Security registrar, in its
individual or any other capacity, may become the owner or pledgee of
Debt Securities with the same rights it would have if it were not
Trustee, Authenticating Agent, paying agent, transfer agent or Debt
Security registrar.

SECTION 6.05. Moneys to be Held in Trust.
--------------------------
Subject to the provisions of Section 11.04, all moneys
received by the Trustee or any paying agent shall, until used or
applied as herein provided, be held in trust for the purpose for which
they were received, but need not be segregated from other funds except
to the extent required by law. The Trustee and any paying agent shall
be under no liability for interest on any money received by it
hereunder except as otherwise agreed in writing with the Company . So
long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys shall be paid from time to time
upon the written order of the Company, signed by an Officer of the
Company.

SECTION 6.06. Compensation and Expenses of Trustee.
------------------------------------
The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to reasonable
compensation for all services rendered by it hereunder (which shall
not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any
such expense, disbursement or advance as may arise from its negligence
or bad faith. The Company also covenants to indemnify each of the
Trustee or any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any and
all loss, damage, claim, liability or expense including taxes (other
than taxes based on the income of the Trustee) incurred without
negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim
of liability in connection with the acceptance and administration of
the trusts and its duties hereunder as Trustee. The Trustee shall
notify the Company promptly of any claim for which it may seek
indemnification; however, unless the position of the Company is
prejudiced by such failure, the failure of the Trustee promptly to
notify the Company shall not limit its right to indemnification. The
Company shall defend each such claim and the Trustee shall cooperate
in the defense. The Trustee may retain one special counsel and the
Company shall reimburse the Trustee for the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement
without its consent. The obligations of the Company under this
Section 6.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the
holders of particular Debt Securities.

Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses or
renders services in connection with an Event of Default specified in
Section 5.01(d), Section 5.01(e) or Section 5.01(f), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to

constitute expenses of administration under any applicable federal or
state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the resignation
or removal of the Trustee and the defeasance or other termination of
this Indenture.

SECTION 6.07. Officers' Certificate as Evidence.
---------------------------------
Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad
faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officers' Certificate delivered to the Trustee,
and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any
action taken or omitted by it under the provisions of this Indenture
upon the faith thereof.

SECTION 6.08. Conflicting Interest of Trustee.
-------------------------------
If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee and the Company shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act, subject to
the penultimate paragraph of such section.

SECTION 6.09. Eligibility of Trustee.
----------------------
The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of
Columbia or a corporation or other Person permitted to act as trustee
by the Securities and Exchange Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000) and subject
to supervision or examination by federal, state, territorial, or
District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.09 the combined capital and surplus of such
corporation shall be deemed to be its

combined capital and surplus as set forth in its most recent records
of condition so published.

The Company may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee.

In case at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 6.09, the Trustee
shall resign immediately in the manner and with the effect specified
in Section 6.10.

SECTION 6.10. Resignation or Removal of Trustee.
---------------------------------
(a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all
series of Debt Securities by giving written notice of such resignation
to the Company and by mailing notice thereof to the holders of the
applicable series of Debt Securities at their addresses as they shall
appear on the Debt Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument,
in duplicate, executed by order of its Board of Directors, one copy of
which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have
been so appointed with respect to any series of Debt Securities and
have accepted appointment within 60 days after the mailing of such
notice of resignation to the affected Securityholders, the resigning
Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee, or any Securityholder who has been
a bona fide holder of a Debt Security or Debt Securities of the
applicable series for at least six months may, subject to the
provisions of Section 5.09, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor Trustee. Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, appoint a successor Trustee.

(b) In case at any time any of the following shall occur --

(1) the Trustee shall fail to comply with the
provisions of Section 6.08 after written request therefor by the
Company or by any Securityholder who has been a bona fide holder
of a Debt Security or Debt Securities for at least six months, or

(2) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.09 and shall fail to
resign after written request therefor by the Company or by any
such Securityholder, or

(3) the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, the Company
may remove the Trustee and appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor
Trustee, or, subject to the provisions of Section 5.09, any
Securityholder who has been a bona fide holder of a Debt Security
or Debt Securities of the applicable series for at least six
months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint
successor Trustee.

(c) Upon prior written notice to the Company and the
Trustee, the holders of a majority in aggregate principal amount of
the Debt Securities of any series at the time outstanding may at any
time remove the Trustee with respect to such series and nominate a
successor Trustee with respect to the applicable series of Debt
Securities, which shall be deemed appointed as successor Trustee with
respect to the applicable series unless within ten Business Days after
such nomination the Company objects thereto, in which case the Trustee
so removed or any Securityholder of the applicable series, upon the
terms and conditions and otherwise as in subsection (a) of this
Section 6.10 provided, may petition any court of competent
jurisdiction for an appointment of a successor Trustee with respect to
such series.

(d) Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the provisions
of this Section 6.10 shall become effective upon acceptance of
appointment by the successor Trustee as provided in Section 6.11.

SECTION 6.11. Acceptance by Successor Trustee.
-------------------------------
Any successor Trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the retiring
Trustee with respect to all or any applicable series shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties
and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as Trustee herein;
but, nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of
any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor
Trustee all the rights and powers of the Trustee so ceasing to act and
shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee thereunder. Upon
request of any such successor Trustee, the Company shall execute any
and all instruments in writing for more fully and certainly vesting in
and confirming to such successor Trustee all such rights and powers.
Any Trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such Trustee to secure any
amounts then due it pursuant to the provisions of Section 6.06.

If a successor Trustee is appointed with respect to the Debt
Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an
indenture supplemental hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of any series as to which the predecessor Trustee is
not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of
the Trust hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee
shall be Trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such
Trustee.

No successor Trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such

acceptance such successor Trustee shall be qualified under the
provisions of Section 6.08 and eligible under the provisions of
Section 6.09.

Upon acceptance of appointment by a successor Trustee as
provided in this Section 6.11, the Company shall mail notice of the
succession of such Trustee hereunder to the holders of Debt Securities
of any applicable series at their addresses as they shall appear on
the Debt Security Register. If the Company fails to mail such notice
within ten Business Days after the acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be
mailed at the expense of the Company.

SECTION 6.12. Succession by Merger, etc.
-------------------------
Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder without the execution
or filing of any paper or any further act on the part of any of the
parties hereto; provided such corporation shall otherwise be eligible
and qualified under this Article.

In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Debt
Securities of any series shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt
Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such Debt Securities either
in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificates shall have
the full force which it is anywhere in the Debt Securities of such
series or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt the
-------- -------
certificate of authentication of any predecessor Trustee or
authenticate Debt Securities of any series in the name of any
predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 6.13. Limitation on Rights of Trustee as a
------------------------------------
Creditor.
--------
The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned
or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent included therein.

SECTION 6.14. Authenticating Agents.
---------------------
There may be one or more Authenticating Agents appointed by
the Trustee upon the request of the Company with power to act on its
behalf and subject to its direction in the authentication and delivery
of Debt Securities of any series issued upon exchange or registration
of transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to
authenticate and deliver Debt Securities of such series; provided that
the Trustee shall have no liability to the Company for any acts or
omissions of the Authenticating Agent with respect to the
authentication and delivery of Debt Securities of any series. Any
such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States or of
any state or territory thereof or of the District of Columbia
authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $5,000,000 and being subject
to supervision or examination by federal, state, territorial or
District of Columbia authority. If such corporation publishes reports
of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section 6.14 the
combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the
effect herein specified in this Section.

Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, consolidation or conversion to
which any Authenticating Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business
of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such

successor corporation is otherwise eligible under this Section 6.14
without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authenticating Agent.

Any Authenticating Agent may at any time resign with respect
to one or more or all series of Debt Securities by giving written
notice of resignation to the Trustee and to the Company. The Trustee
may at any time terminate the agency of any Authenticating Agent with
respect to one or more or all series of Debt Securities by giving
written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall
cease to be eligible under this Section 6.14, the Trustee may, and
upon the request of the Company shall, promptly appoint a successor
Authenticating Agent with respect to the applicable series eligible
under this Section 6.14, shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all
holders of the applicable series of Debt Securities as the names and
addresses of such holders appear on the Debt Security Register. Any
successor Authenticating Agent with respect to all or any series upon
acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities with respect to such
series of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent herein.

The Company agrees to pay to any Authenticating Agent from
time to time reasonable compensation for its services. Any
Authenticating Agent shall have no responsibility or liability for any
action taken by it as such in accordance with the directions of the
Trustee.

ARTICLE VII

CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Action by Securityholders.
-------------------------
Whenever in this Indenture it is provided that the holders
of a specified percentage in aggregate principal amount of the Debt
Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action) the fact that at the time of
taking any such action the holders of such specified percentage have
joined therein may be evidenced (a) by any instrument or any number of
instruments of similar

tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such holders of Debt
Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions
of Article Eight, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of such
Securityholders or (d) by any other method the Trustee deems
satisfactory.

If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same, the Company may, at
its option, as evidenced by an Officers' Certificate, fix in advance a
record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action or revocation of the same, but
the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same may be given
before or after the record date, but only the Securityholders of
record at the close of business on the record date shall be deemed to
be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Debt
Securities of that series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same, and for that purpose
the outstanding Debt Securities of that series shall be computed as of
the record date; provided, however, that no such authorization,
-------- -------
agreement or consent by such Securityholders on the record date shall
be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the
record date.

SECTION 7.02. Proof of Execution by Securityholders.
-------------------------------------
Subject to the provisions of Section 6.01, 6.02 and 8.05,
proof of the execution of any instrument by a Securityholder or his
agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The
ownership of Debt Securities shall be proved by the Debt Security
Register or by a certificate of the Debt Security registrar. The
Trustee may require such additional proof of any matter referred to in
this Section as it shall reasonably deem necessary.

The record of any Securityholders' meeting shall be proved
in the manner provided in Section 8.06.

SECTION 7.03. Who Are Deemed Absolute Owners.
------------------------------
Prior to due presentment for registration of transfer of any
Debt Security, the Company, the Trustee, any Authenticating Agent, any
paying agent, any transfer agent and any Debt Security registrar may
deem the Person in whose name such Debt Security shall be registered
upon the Debt Security Register to be, and may treat him as, the
absolute owner of such Debt Security (whether or not such Debt
Security shall be overdue) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and (subject to
Section 2.05) interest on such Debt Security and for all other
purposes; and neither the Company nor the Trustee nor any
Authenticating Agent nor any paying agent nor any transfer agent nor
any Debt Security registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being
or upon his order shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Debt Security.

SECTION 7.04. Debt Securities Owned by Company Deemed Not
-------------------------------------------
Outstanding.
-----------
In determining whether the holders of the requisite
aggregate principal amount of Debt Securities have concurred in any
direction, consent or waiver under this Indenture, Debt Securities
which are owned by the Company or any other obligor on the Debt
Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company or any other obligor on the Debt Securities shall be
disregarded and deemed not to be outstanding for the purpose of any
such determination; provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debt Securities which the Trustee
actually knows are so owned shall be so disregarded. Debt Securities
so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section 7.04 if the pledgee shall
establish to the reasonable satisfaction of the Trustee the pledgee's
right to vote such Debt Securities and that the pledgee is not the
Company or any such other obligor or Person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a
dispute as to such right, any decision by the Trustee taken

upon the advice of counsel shall be full protection to the Trustee.

SECTION 7.05. Revocation of Consents; Future Holders Bound.
--------------------------------------------
At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by
the holders of the percentage in aggregate principal amount of the
Debt Securities specified in this Indenture in connection with such
action, any holder (in cases where no record date has been set
pursuant to Section 7.01) or any holder as of an applicable record
date (in cases where a record date has been set pursuant to Section
7.01) of a Debt Security (or any Debt Security issued in whole or in
part in exchange or substitution therefor) the serial number of which
is shown by the evidence to be included in the Debt Securities the
holders of which have consented to such action may, by filing written
notice with the Trustee at the Principal Office of the Trustee and
upon proof of holding as provided in Section 7.02, revoke such action
so far as concerns such Debt Security (or so far as concerns the
principal amount represented by any exchanged or substituted Debt
Security). Except as aforesaid any such action taken by the holder of
any Debt Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debt Security, and of any
Debt Security issued in exchange or substitution therefor or on
registration of transfer thereof, irrespective of whether or not any
notation in regard thereto is made upon such Debt Security or any Debt
Security issued in exchange or substitution therefor.

ARTICLE VIII

SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings.
--------------------
A meeting of Securityholders of any or all series may be
called at any time and from time to time pursuant to the provisions of
this Article Eight for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or
to give any directions to the Trustee, or to consent to the waiving of
any default hereunder and its consequences, or to take any other
action authorized to be taken by Securityholders pursuant to any of
the provisions of Article V;

(b) to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article VI;

(c) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section
9.02; or

(d) to take any other action authorized to be taken by or
on behalf of the holders of any specified aggregate principal amount
of such Debt Securities under any other provision of this Indenture or
under applicable law.

SECTION 8.02. Call of Meetings by Trustee.
---------------------------
The Trustee may at any time call a meeting of
Securityholders of any or all series to take any action specified in
Section 8.01, to be held at such time and at such place in the Borough
of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Securityholders of any or all series,
setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be mailed
to holders of Debt Securities of each series affected at their
addresses as they shall appear on the Debt Securities Register for
each series affected. Such notice shall be mailed not less than 20
nor more than 180 days prior to the date fixed for the meeting.

SECTION 8.03. Call of Meetings by Company or
------------------------------
Securityholders.
---------------
In case at any time the Company or the holders of at least
15% in aggregate principal amount of the Debt Securities of any or all
series, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of any or all series, as
the case may be, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall
not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Securityholders may
determine the time and the place in said Borough of Manhattan for such
meeting and may call such meeting to take any action authorized in
Section 8.01, by mailing notice thereof as provided in Section 8.02.

SECTION 8.04. Qualifications for Voting.
-------------------------
To be entitled to vote at any meeting of Securityholders a
Person shall (a) be a holder of one or more

Debt Securities with respect to which the meeting is being held or (b)
a Person appointed by an instrument in writing as proxy by a holder of
one or more such Debt Securities. The only Persons who shall be
entitled to be present or to speak at any meeting of Securityholders
shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 8.05. Regulations.
-----------
Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Securityholders, in regard to proof of the holding
of Debt Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right
to vote, and such other matters concerning the conduct of the meeting
as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Securityholders as provided in Section
8.03, in which case the Company or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by majority vote of the meeting.

Subject to the provisions of Section 7.04, at any meeting
each holder of Debt Securities with respect to which such meeting is
being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (in the case of Original Issue Discount
Securities, such principal amount to be determined as provided in the
definition "outstanding") of Debt Securities held or represented by
him; provided, however, that no vote shall be cast or counted at any
-------- -------
meeting in respect of any Debt Security challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by
virtue of Debt Securities held by him or instruments in writing as
aforesaid duly designating him as the Person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called
pursuant to the provisions of Section 8.02 or 8.03 may be adjourned
from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned
without further notice.

SECTION 8.06. Voting.
------
The vote upon any resolution submitted to any meeting of
holders of Debt Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and
the serial number or numbers of the Debt Securities held or
represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Securityholders shall be prepared
by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was mailed as provided in Section
8.02. The record shall show the serial numbers of the Debt Securities
voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered
to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.

Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

SECTION 8.07. Quorum; Actions.
---------------
The Persons entitled to vote a majority in principal amount
of the Debt Securities of a series shall constitute a quorum for a
meeting of Securityholders of such series; provided, however, that if
-------- -------
any action is to be taken at such meeting with respect to a consent,
waiver, request, demand, notice, authorization, direction or other
action which may be given by the holders of not less than a specified
percentage in principal amount of the Debt Securities of a series, the
Persons holding or representing such specified percentage in principal
amount of the Debt Securities of such series will constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of
Securityholders of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as
determined by the permanent chairman of the meeting prior to the
adjournment of such meeting. In the absence of a

quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined
by the permanent chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 8.02, except that such
notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Debt
Securities of such series which shall constitute a quorum.

Except as limited by the proviso in the first paragraph of
Section 9.02, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may
be adopted by the affirmative vote of the Holders of a majority in
principal amount of the Debt Securities of that series; provided,
--------
however, that, except as limited by the proviso in the first
-------
paragraph of Section 9.02, any resolution with respect to any consent,
waiver, request, demand, notice, authorization, direction or other
action which this Indenture expressly provides may be given by the
holders of not less than a specified percentage in principal amount of
the Debt Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid only by the affirmative vote of the holders of a not less
than such specified percentage in principal amount of the Debt
Securities of that series.

Any resolution passed or decision taken at any meeting of
holders of Debt Securities of any series duly held in accordance with
this Section shall be binding on all the Securityholders of such
series, whether or not present or represented at the meeting.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures without Consent of
------------------------------------------
Securityholders.
---------------
The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following
purposes:

(a) to evidence the succession of another corporation to
the Company, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of
the Company, pursuant to Article X hereof;

(b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the
holders of all or any series of Debt Securities (and if such covenants
are to be for the benefit of less than all series of Debt Securities
stating that such covenants are expressly being included for the
benefit of such series) and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants,
restrictions or conditions a default or an Event of Default permitting
the enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in respect of
-------- -------
any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to
the Trustee upon such default;

(c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may
be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture; provided
that any such action shall not adversely affect the interests of the
holders of the Debt Securities of any series;

(d) to add to, delete from, or revise the terms of Debt
Securities of any series, including, without limitation, any terms
relating to the issuance, exchange, registration or transfer of Debt
Securities, including to provide for transfer procedures and
restrictions substantially similar to those applicable to the Capital
Securities relating to such series as required by Section 2.07 (for
purposes of assuring that no registration of Debt Securities of a
series subject to transfer restrictions is required under the
Securities Act of 1933, as amended); provided that any such action
shall not adversely affect the interests of the holders of the Debt
Securities of any series then outstanding (it being understood, for
purposes of this proviso, that transfer restrictions on Debt
Securities of a series substantially similar to those that were
applicable to Capital Securities of the related series shall not be
deemed to adversely affect the holders of the Debt Securities);

(e) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Debt
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11;

(f) to make any change (other than as elsewhere provided in
this paragraph) that does not adversely affect the rights of any
Securityholder in any material respect; or

(g) to provide for the issuance of and establish the form
and terms and conditions of the Debt Securities of any series, to
establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Debt
Securities, or to add to the rights of the holders of any series of
Debt Securities.

The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee
without the consent of the holders of any of the Debt Securities at
the time outstanding, notwithstanding any of the provisions of Section
9.02.

SECTION 9.02. Supplemental Indentures with Consent of
---------------------------------------
Securityholders.
---------------
With the consent (evidenced as provided in Section 7.01) of
the holders of not less than a majority in aggregate principal amount
of the Debt Securities at the time outstanding of all series affected
by such supplemental indenture (voting as a class), the Company, when
authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act, then in effect, applicable to indentures
qualified thereunder) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental

indenture or of modifying in any manner the rights of the holders of
the Debt Securities of each series so affected; provided, however,
-------- -------
that no such supplemental indenture shall without the consent of the
holders of each Debt Security then outstanding and affected thereby
(i) extend the fixed maturity of any Debt Security of any series, or
reduce the principal amount thereof or any premium thereon, or reduce
the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption thereof or make the principal thereof
or any interest or premium thereon payable in any coin or currency
other than that provided in the Debt Securities, or reduce the amount
of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.01 or the amount thereof provable in bankruptcy pursuant
to Section 5.02, or impair or affect the right of any Securityholder
to institute suit for payment thereof or impair the right of
repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid percentage of Debt Securities the holders of which are
required to consent to any such supplemental indenture; provided,
--------
further, that if the Debt Securities of such series are held by a
-------
Leucadia Trust or a trustee of such trust, such supplemental indenture
shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Trust shall have
consented to such supplemental indenture; provided further, that if
the consent of the Securityholder of each outstanding Debt Security is
required, such supplemental indenture shall not be effective until
each holder of the Trust Securities of the applicable Leucadia Trust
shall have consented to such supplemental indenture.

A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of
Debt Securities, or which modifies the rights of Securityholders of
such series with respect to such covenant or provision, shall be
deemed not to affect the rights under this Indenture or the
Securityholders of any other series.

Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid, the Trustee shall join with
the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion,

but shall not be obligated to, enter into such supplemental indenture.

Promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage
prepaid, a notice, prepared by the Company, setting forth in general
terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and
addresses appear upon the Debt Security Register. Any failure of the
Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such
supplemental indenture.

It shall not be necessary for the consent of the
Securityholders under this Section 9.02 to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.

SECTION 9.03. Compliance with Trust Indenture Act; Effect
-------------------------------------------
of Supplemental Indentures.
--------------------------
Any supplemental indenture executed pursuant to the
provisions of this Article IX shall comply with the Trust Indenture
Act, as then in effect to the extent applicable to indentures
qualified under the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX,
this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the
Trustee, the Company and the holders of Debt Securities of each series
affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

SECTION 9.04. Notation on Debt Securities.
---------------------------
Debt Securities of any series authenticated and delivered
after the execution of any supplemental indenture affecting such
series pursuant to the provisions of this Article IX may bear a
notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company or the Trustee shall
so determine, new Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors of
the Company, to any

modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Company, authenticated
by the Trustee or the Authenticating Agent and delivered in exchange
for the Debt Securities of any series then outstanding.

SECTION 9.05. Evidence of Compliance of Supplemental
--------------------------------------
Indenture to be Furnished to Trustee.
------------------------------------
The Trustee, subject to the provisions of Sections 6.01 and
6.02, may, in addition to the documents required by Section 13.06,
receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article IX. The Trustee
may receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article IX is
authorized or permitted by, and conforms to, the terms of this Article
IX and that it is proper for the Trustee under the provisions of this
Article IX to join in the execution thereof.

ARTICLE X

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01. Company May Consolidate, etc., on Certain
-----------------------------------------
Terms.
-----
Nothing contained in this Indenture or in the Debt
Securities of any series shall prevent any consolidation or merger of
the Company with or into any other corporation or corporations
(whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the
Company or its successor or successors as an entirety, or
substantially as an entirety, to any other entity (whether or not
affiliated with the Company, or its successor or successors)
authorized to acquire and operate the same; provided, however, that
-------- -------
the Company hereby covenants and agrees that, upon any such
consolidation, merger (where the Company is not the surviving
corporation), sale, conveyance, transfer or other disposition, the due
and punctual payment of the principal of (and premium, if any) and
interest on all of the Debt Securities of all series in accordance
with the terms of each series, according to their tenor, and the due
and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or
established with respect to such series to be kept or performed by the
Company, shall be

expressly assumed by supplemental indenture (which shall conform to
the provisions of the Trust Indenture Act, as then in effect,
applicable to indentures qualified thereunder) satisfactory in form to
the Trustee executed and delivered to the Trustee by the entity formed
by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

SECTION 10.02. Successor Entity to be Substituted.
----------------------------------
In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
entity, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest
on all of the Debt Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to
be performed or observed by the Company, such successor entity shall
succeed to and be substituted for the Company, with the same effect as
if it had been named herein as the Company, and thereupon the
predecessor entity shall be relieved of any further liability or
obligation hereunder or upon the Debt Securities. Such successor
entity thereupon may cause to be signed, and may issue either in its
own name or in the name of Leucadia National Corporation (but as to
which such successor entity, and not Leucadia National Corporation,
shall be liable), any or all of the Debt Securities issuable hereunder
which theretofore shall not have been signed by the Company and
delivered to the Trustee or the Authenticating Agent; and, upon the
order of such successor entity instead of the Company and subject to
all the terms, conditions and limitations in this Indenture
prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Debt Securities which previously shall have been
signed and delivered by the officers of the Company, to the Trustee or
the Authenticating Agent for authentication, and any Debt Securities
which such successor entity thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating Agent for that purpose.
All the Debt Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt Securities
theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debt Securities had been issued at the
date of the execution hereof.

SECTION 10.03. Opinion of Counsel to be Given to Trustee.
-----------------------------------------
The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive, in addition to the Opinion of Counsel required by
Section 9.05, an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale, conveyance, transfer or other
disposition, and any assumption, permitted or required by the terms of
this Article X complies with the provisions of this Article X.

ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. Discharge of Indenture.
----------------------
When (a) the Company shall deliver to the Trustee for
cancellation all Debt Securities theretofore authenticated (other than
any Debt Securities which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section
2.08) and not theretofore canceled, or (b) all the Debt Securities not
theretofore canceled or delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due
and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee, in trust, funds sufficient to pay at
maturity or upon redemption all of the Debt Securities (other than any
Debt Securities which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.08)
not theretofore canceled or delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to become
due to such date of maturity or redemption date, as the case may be,
but excluding, however, the amount of any moneys for the payment of
principal of, and premium, if any, or interest on the Debt Securities
(1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any state or to the
District of Columbia pursuant to its unclaimed property or similar
laws, and if in the case of either clause (a) or clause (b) the
Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of
further effect except for the provisions of Sections 2.05, 2.07, 2.08,
3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive until such
Debt Securities shall mature and be paid. Thereafter, Sections 6.10
and 11.04 shall survive, and the

Trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with, and at the
cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture, the
Company, however, hereby agreeing to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred by the
Trustee in connection with this Indenture or the Debt Securities.

SECTION 11.02. Deposited Moneys to be Held in Trust by
---------------------------------------
Trustee.
-------
Subject to the provisions of Section 11.04, all moneys
deposited with the Trustee pursuant to Section 11.01 shall be held in
trust and applied by it to the payment, either directly or through any
paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Debt Securities for the
payment of which such moneys have been deposited with the Trustee, of
all sums due and to become due thereon for principal, and premium, if
any, and interest.

SECTION 11.03. Paying Agent to Repay Moneys Held.
---------------------------------
Upon the satisfaction and discharge of this Indenture all
moneys then held by any paying agent of the Debt Securities (other
than the Trustee) shall, upon demand of the Company, be repaid to it
or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such moneys.

SECTION 11.04. Return of Unclaimed Moneys.
--------------------------
Any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of, and premium, if any, or
interest on Debt Securities and not applied but remaining unclaimed by
the holders of Debt Securities for one year after the date upon which
the principal of, and premium, if any, or interest on such Debt
Securities, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Debt Securities shall
thereafter look only to the Company for any payment which such holder
may be entitled to collect and all liability of the Trustee or such
paying agent with respect to such moneys shall thereupon cease.

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01. Indenture and Debt Securities Solely
------------------------------------
Corporate Obligations.
---------------------
No recourse for the payment of the principal of or premium,
if any, or interest on any Debt Security, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company in this Indenture
or in any supplemental indenture, or in any such Debt Security, or
because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation of the Company, either directly or through the Company or
any successor corporation of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this
Indenture and the issue of the Debt Securities.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors.
----------
All the covenants, stipulations, promises and agreements in
this Indenture contained by the Company shall bind its successors and
assigns whether so expressed or not.

SECTION 13.02. Official Acts by Successor Entity.
---------------------------------
Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee
or officer of the Company shall and may be done and performed with
like force and effect by the like board, committee, officer or other
authorized Person of any entity that shall at the time be the lawful
successor of the Company.

SECTION 13.03. Surrender of Company Powers.
---------------------------
The Company by instrument in writing executed by authority
of its Board of Directors and delivered to the Trustee

may surrender any of the powers reserved to the Company and thereupon
such power so surrendered shall terminate both as to the Company, and
as to any permitted successor.

SECTION 13.04. Addresses for Notices, etc.
--------------------------
Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or by the holders of Debt Securities on the Company may be
given or served by being deposited postage prepaid by registered or
certified mail in a post office letter box addressed (until another
address is filed by the Company, with the Trustee for the purpose) to
the Company, Leucadia National Corporation, Attention: ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, Corporate Secretary. Any notice, direction, request or
demand by any Securityholder or the Company to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the office of the Trustee,
addressed to the Trustee, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Corporate Trustee Administration Department.

SECTION 13.05. Governing Law.
-------------
This Indenture and each Debt Security shall be deemed to be
a contract made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the
laws of said State, without regard to conflict of laws principles
thereof.

SECTION 13.06. Evidence of Compliance with Conditions
--------------------------------------
Precedent.
---------
Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating
that in the opinion of the signers all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been
complied with.

Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1)
a statement that the person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the
nature and scope of the examination or investigation upon which the
statements or opinions contained in

such certificate or opinion are based; (3) a statement that, in the
opinion of such person, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

SECTION 13.07. Non-Business Days.
-----------------
Subject to Section 2.03, in any case where the date of
payment of interest on or principal of the Debt Securities will be a
Saturday, Sunday or a day on which banking institutions in
▇▇▇ ▇▇▇▇ ▇▇▇▇ (▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇) are permitted or required by
any applicable law to close, the payment of such interest on or
principal of the Debt Securities need not be made on such date but may
be made on the next succeeding day not a Saturday, Sunday or a day on
which banking institutions in such City are permitted or required by
any applicable law to close, in each case with the same force and
effect as if made on the date of payment and no interest shall accrue
for the period from and after such date.

SECTION 13.08. Trust Indenture Act to Control.
------------------------------
If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

SECTION 13.09. Table of Contents, Headings, etc.
--------------------------------
The table of contents and the titles and headings of the
articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof,
and shall in no way modify or restrict any of the terms or provisions
hereof.

SECTION 13.10. Execution in Counterparts.
-------------------------
This Indenture may be executed in any number of
counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.

SECTION 13.11. Separability.
------------
In case any one or more of the provisions contained in this
Indenture or in the Debt Securities of any series shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Debt Securities, but this
Indenture and such Debt Securities shall be construed as if such
invalid or illegal or unenforceable provision had never been contained
herein or therein.

SECTION 13.12. Assignment.
----------
The Company will have the right at all times to assign any
of its rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company, provided that, in the
event of any such assignment, the Company will remain liable for all
such obligations. Subject to the foregoing, this Indenture is binding
upon and inures to the benefit of the parties hereto and their
respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.

SECTION 13.13. Acknowledgment of Rights.
------------------------
The Company acknowledges that, with respect to any Debt
Securities held by any Leucadia Trust or the Institutional Trustee of
such Leucadia Trust, if the Institutional Trustee of such Leucadia
Trust fails to enforce its rights under this Indenture as the holder
of the series of Debt Securities held as the assets of such Leucadia
Trust after the holders of a majority in liquidation amount of the
Capital Securities have so directed the Institutional Trustee of such
Leucadia Trust, a holder of record of Capital Securities may, to the
fullest extent permitted by law, institute legal proceedings directly
against the Company to enforce such Institutional Trustee's rights
under this Indenture without first instituting any legal proceedings
against such Institutional Trustee or any other Person.
Notwithstanding the foregoing, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the
Company to pay interest (or premium, if any) or principal on the
applicable series of Debt Securities on the date such interest (or
premium, if any) or principal is otherwise payable, after giving
effect to any valid extension of an interest payment period (or in the
case of redemption, on the redemption date), the Company acknowledges
that a holder of record of Capital Securities of the Leucadia Trust
that purchased the applicable series of Debt Securities may directly
institute a proceeding against the Company for enforcement of payment
on or after the

respective due date specified in the applicable series of Debt
Securities to such holder directly of the principal of (or premium, if
any) or interest on the applicable series of Debt Securities having an
aggregate principal amount equal to the aggregate liquidation amount
of the Capital Securities of such holder.

ARTICLE XIV

REDEMPTION OF SECURITIES -- MANDATORY AND
OPTIONAL SINKING FUND

SECTION 14.01. Applicability of Article.
------------------------
The provisions of this Article shall be applicable to the
Debt Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Debt Securities
of a series except as otherwise specified as contemplated by Section
2.03 for Debt Securities of such series.

SECTION 14.02. Notice of Redemption; Selection of Debt
---------------------------------------
Securities.
----------
In case the Company shall desire to exercise the right to
redeem all, or, as the case may be, any part of the Debt Securities of
any series in accordance with their terms, it shall fix a date for
redemption and shall mail a notice of such redemption at least 30 and
not more than 60 days prior to the date fixed for redemption to the
holders of Debt Securities of such series so to be redeemed as a whole
or in part at their last addresses as the same appear on the Debt
Security Register. Such mailing shall be by first class mail. The
notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives
such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Debt Security of a series
designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debt
Security of such series.

Each such notice of redemption shall specify the CUSIP
number of the Debt Securities to be redeemed, the date fixed for
redemption, the redemption price at which Debt Securities of such
series are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Debt
Securities, that interest accrued to the date fixed for redemption
will be paid as specified in said notice, and that on and after said
date interest thereon or on the portions thereof

to be redeemed will cease to accrue. If less than all the Debt
Securities of such series are to be redeemed the notice of redemption
shall specify the numbers of the Debt Securities of that series to be
redeemed. In case any Debt Security of a series is to be redeemed in
part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and
after the date fixed for redemption, upon surrender of such Debt
Security, a new Debt Security or Debt Securities of that series in
principal amount equal to the unredeemed portion thereof will be
issued.

On or prior to the redemption date specified in the notice
of redemption given as provided in this Section, the Company will
deposit with the Trustee or with one or more paying agents an amount
of money sufficient to redeem on the redemption date all the Debt
Securities so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for
redemption.

If all, or less than all, the Debt Securities of a series
are to be redeemed, the Company will give the Trustee notice not less
than 45 nor more than 60 days, respectively, prior to the redemption
date as to the aggregate principal amount of Debt Securities of that
series to be redeemed and the Trustee shall select, in such manner as
in its sole discretion it shall deem appropriate and fair, the Debt
Securities of that series or portions thereof (in integral multiples
of $1,000, except as otherwise set forth in the applicable form of
Debt Security) to be redeemed.

SECTION 14.03. Payment of Debt Securities Called for
-------------------------------------
Redemption.
----------
If notice of redemption has been given as provided in
Section 14.02 or Section 14.04, the Debt Securities or portions of
Debt Securities of the series with respect to which such notice has
been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and
on and after said date (unless the Company shall default in the
payment of such Debt Securities at the redemption price, together with
interest accrued to said date) interest on the Debt Securities or
portions of Debt Securities of any series so called for redemption
shall cease to accrue. On presentation and surrender of such Debt
Securities at a place of payment specified in said notice, the said
Debt Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price,

together with interest accrued thereon to the date fixed for
redemption.

Upon presentation of any Debt Security of any series
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at
the expense of the Company, a new Debt Security or Debt Securities of
such series of authorized denominations, in principal amount equal to
the unredeemed portion of the Debt Security so presented.

SECTION 14.04. Mandatory and Optional Sinking Fund.
-----------------------------------
The minimum amount of any sinking fund payment provided for
by the terms of Debt Securities of any series is herein referred to as
a "mandatory sinking fund payment," and any payment in excess of such
minimum amount provided for by the terms of Debt Securities of any
series is herein referred to as an "optional sinking fund payment."
The last date on which any such payment may be made is herein referred
to as a "sinking fund payment date."

In lieu of making all or any part of any mandatory sinking
fund payment with respect to any Debt Securities of a series in cash,
the Company may at its option (a) deliver to the Trustee Debt
Securities of that series theretofore purchased by the Company and (b)
may apply as a credit Debt Securities of that series which have been
redeemed either at the election of the Company pursuant to the terms
of such Debt Securities or through the application of optional sinking
fund payments pursuant to the next succeeding paragraph, in each case
in satisfaction of all or any part of any mandatory sinking fund
payment, provided that such Debt Securities have not been previously
so credited. Each such Debt Security so delivered or applied as a
credit shall be credited at the sinking fund redemption price for such
Debt Securities and the amount of any mandatory sinking fund shall be
reduced accordingly. If the Company intends so to deliver or credit
such Debt Securities with respect to any mandatory sinking fund
payment it shall deliver to the Trustee at least 60 days prior to the
next succeeding sinking fund payment date for such series (a) a
certificate signed by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer of the Company specifying the
portion of such sinking fund payment, if any, to be satisfied by
payment of cash and the portion of such sinking fund payment, if any,
which is to be satisfied by delivering and crediting such Debt
Securities and the basis for such credit and stating that such Debt
Securities have not been previously so credited and (b) any Debt
Securities to be so delivered. All

Debt Securities so delivered to the Trustee shall be canceled by the
Trustee and no Debt Securities shall be authenticated in lieu thereof.
If the Company fails to deliver such certificate and Debt Securities
at or before the time provided above, the Company shall not be
permitted to satisfy any portion of such mandatory sinking fund
payment by delivery or credit of Debt Securities.

At its option the Company may pay into the sinking fund for
the retirement of Debt Securities of any particular series, on or
before each sinking fund payment date for such series, any additional
sum in cash as specified by the terms of such series of Debt
Securities. If the Company intends to exercise its right to make any
such optional sinking fund payment, it shall deliver to the Trustee at
least 60 days prior to the next succeeding sinking fund payment date
for such series a certificate signed by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Company
stating that the Company intends to exercise such optional right and
specifying the amount which the Company intends to pay on such sinking
fund payment date. If the Company fails to deliver such certificate
at or before the time provided above, the Company shall not be
permitted to make any optional sinking fund payment with respect to
such sinking fund payment date. To the extent that such right is not
exercised in any year it shall not be cumulative or carried forward to
any subsequent year.

If the sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding
sinking fund payments made in cash shall exceed $50,000 (or a lesser
sum if the Company shall so request) with respect to the Debt
Securities of any particular series, it shall be applied by the
Trustee or one or more paying agents on the next succeeding sinking
fund payment date to the redemption of Debt Securities of such series
at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. The Trustee shall select, in the
manner provided in Section 14.02, for redemption on such sinking fund
payment date a sufficient principal amount of Debt Securities of such
series to absorb said cash, as nearly as may be, and the Trustee
shall, at the expense and in the name of the Company, thereupon cause
notice of redemption of Debt Securities of such series to be given in
substantially the manner and with the effect provided in Sections
14.02 and 14.03 for the redemption of Debt Securities of that series
in part at the option of the Company, except that the notice of
redemption shall also state that the Debt Securities of such series
are being redeemed for the sinking fund. Any sinking fund moneys not
so applied or allocated by the Trustee or any paying agent to the
redemption of Debt Securities of that series

shall be added to the next cash sinking fund payment received by the
Trustee or such paying agent and, together with such payment, shall be
applied in accordance with the provisions of this Section 14.04. Any
and all sinking fund moneys held by the Trustee or any paying agent on
the maturity date of the Debt Securities of any particular series, and
not held for the payment or redemption of particular Debt Securities
of such series, shall be applied by the Trustee or such paying agent,
together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of the Debt
Securities of that series at maturity.

On or before each sinking fund payment date, the Company
shall pay to the Trustee or to one or more paying agents in cash a sum
equal to all interest accrued to the date fixed for redemption on Debt
Securities to be redeemed on the next following sinking fund payment
date pursuant to this Section.

Neither the Trustee nor any paying agent shall redeem any
Debt Securities of a series with sinking fund moneys, and the Trustee
shall not mail any notice of redemption of Debt Securities for such
series by operation of the sinking fund, during the continuance of a
default in payment of interest on such Debt Securities or of any Event
of Default (other than an Event of Default occurring as a consequence
of this paragraph), except that if the notice of redemption of any
Debt Securities shall theretofore have been mailed in accordance with
the provisions hereof, the Trustee or any paying agent shall redeem
such Debt Securities if cash sufficient for that purpose shall be
deposited with the Trustee or such paying agent for that purpose in
accordance with the terms of this Article XIV. Except as aforesaid,
any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur and any moneys thereafter
paid into the sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of
all such Debt Securities; provided, however, that in case such Event
-------- -------
of Default or default, shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date on which such moneys may be applied pursuant
to the provisions of this Section 14.04.

ARTICLE XV

SUBORDINATION OF DEBT SECURITIES

SECTION 15.01. Agreement to Subordinate.
------------------------
The Company covenants and agrees, and each holder of Debt
Securities issued hereunder and under any supplemental indenture or by
any Board Resolution ("Additional Provisions") by such
Securityholder's acceptance thereof likewise covenants and agrees,
that all Debt Securities shall be issued subject to the provisions of
this Article XV; and each holder of a Debt Security, whether upon
original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

The payment by the Company of the principal of, and premium,
if any, and interest on all Debt Securities issued hereunder and under
any Additional Provisions shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment
to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or
thereafter incurred.

No provision of this Article XV shall prevent the occurrence
of any default or Event of Default hereunder.

SECTION 15.02. Default on Senior Indebtedness.
------------------------------
In the event and during the continuation of any default by
the Company in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness of the Company following
any grace period, or in the event that the maturity of any Senior
Indebtedness of the Company has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption and sinking fund
payments) of, or premium, if any, or interest on the Debt Securities.

In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee when such payment is
prohibited by the preceding paragraph of this Section 15.02, such
payment shall, subject to Section 15.06, be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the

holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90
days of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

SECTION 15.03. Liquidation; Dissolution; Bankruptcy.
------------------------------------
Upon any payment by the Company or distribution of assets of
the Company of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all amounts due upon all Senior Indebtedness of the
Company shall first be paid in full, or payment thereof provided for
in money in accordance with its terms, before any payment is made by
the Company, on account of the principal (and premium, if any) or
interest on the Debt Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the
Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the
Company, except for the provisions of this Article XV, shall be paid
by the Company, or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or
by the Securityholders or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness
of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which
any instruments evidencing such Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's
worth, after giving effect to any concurrent payment or distribution
to or for the holders of such Senior Indebtedness, before any payment
or distribution is made to the Securityholders or to the Trustee.

In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee before all Senior
Indebtedness of the Company is paid in full, or provision is made for
such payment in money in accordance with its terms, such

payment or distribution shall be held in trust for the benefit of and
shall be paid over or delivered to the holders of such Senior
Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the
Company, for application to the payment of all Senior Indebtedness of
the Company, remaining unpaid to the extent necessary to pay such
Senior Indebtedness in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article XV, the words "cash, property
or securities" shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or
any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the
extent provided in this Article XV with respect to the Debt Securities
to the payment of all Senior Indebtedness of the Company, that may at
the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of
such Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms
and conditions provided for in Article X of this Indenture shall not
be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 15.03 if such other corporation shall, as
a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article X of this Indenture. Nothing in
Section 15.02 or in this Section 15.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06 of this
Indenture.

SECTION 15.04. Subrogation.
-----------
Subject to the payment in full of all Senior Indebtedness of
the Company, the Securityholders shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company,
applicable to such Senior Indebtedness until the principal of (and
premium, if any) and

interest on the Debt Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or
securities to which the Securityholders or the Trustee would be
entitled except for the provisions of this Article XV, and no payment
over pursuant to the provisions of this Article XV to or for the
benefit of the holders of such Senior Indebtedness by Securityholders
or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness of the Company, and the holders of
the Debt Securities be deemed to be a payment or distribution by the
Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article XV are and are intended
solely for the purposes of defining the relative rights of the holders
of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

Nothing contained in this Article XV or elsewhere in this
Indenture, any Additional Provisions or in the Debt Securities is
intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness of the Company, and the
holders of the Debt Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the holders of the Debt
Securities the principal of (and premium, if any) and interest on the
Debt Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the
relative rights of the holders of the Debt Securities and creditors of
the Company, other than the holders of Senior Indebtedness of the
Company, nor shall anything herein or therein prevent the Trustee or
the holder of any Debt Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XV of the holders of such
Senior Indebtedness in respect of cash, property or securities of the
Company, received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article XV, the Trustee, subject to the provisions
of Article VI of this Indenture, and the Securityholders shall be
entitled to conclusively rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Securityholders, for the purposes
of ascertaining the Persons entitled to participate in such
distribution, the holders

of Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this
Article XV.

SECTION 15.05. Trustee to Effectuate Subordination.
-----------------------------------
Each Securityholder by such Securityholder's acceptance
thereof authorizes and directs the Trustee on such Securityholder's
behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article XV and appoints
the Trustee such Securityholder's attorney-in-fact for any and all
such purposes.

SECTION 15.06. Notice by the Company.
---------------------
The Company shall give prompt written notice to a
Responsible Officer of the Trustee at the Principal Office of the
Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Debt Securities pursuant to the provisions of this Article XV.
Notwithstanding the provisions of this Article XV or any other
provision of this Indenture or any Additional Provisions, the Trustee
shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the
Trustee in respect of the Debt Securities pursuant to the provisions
of this Article XV, unless and until a Responsible Officer of the
Trustee at the Principal Office of the Trustee shall have received
written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the
provisions of Article VI of this Indenture, shall be entitled in all
respects to assume that no such facts exist; provided, however, that
-------- -------
if the Trustee shall not have received the notice provided for in this
Section 15.06 at least two Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Debt Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the
same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

The Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on the

delivery to it of a written notice by a Person representing himself to
be a holder of Senior Indebtedness of the Company (or a trustee or
representative on behalf of such holder), to establish that such
notice has been given by a holder of such Senior Indebtedness or a
trustee or representative on behalf of any such holder or holders. In
the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a
holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XV, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the
rights of such Person under this Article XV, and, if such evidence is
not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to
receive such payment.

SECTION 15.07. Rights of the Trustee; Holders of Senior
----------------------------------------
Indebtedness.
------------
The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XV in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in this Indenture or any
Additional Provisions shall deprive the Trustee of any of its rights
as such holder.

With respect to the holders of Senior Indebtedness of the
Company, the Trustee undertakes to perform or to observe only such of
its covenants and obligations as are specifically set forth in this
Article XV, and no implied covenants or obligations with respect to
the holders of such Senior Indebtedness shall be read into this
Indenture or any Additional Provisions against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders
of such Senior Indebtedness and, subject to the provisions of Article
VI of this Indenture, the Trustee shall not be liable to any holder of
such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article XV or otherwise.

Nothing in this Article XV shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

SECTION 15.08. Subordination May Not Be Impaired.
---------------------------------
No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company, or by any act or
failure to act, in good faith, by any such holder, or by any
noncompliance by the Company, with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof that any such
holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at
any time and from time to time, without the consent of or notice to
the Trustee or the Securityholders, without incurring responsibility
to the Securityholders and without impairing or releasing the
subordination provided in this Article XV or the obligations hereunder
of the holders of the Debt Securities to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or
renew or alter, such Senior Indebtedness, or otherwise amend or
supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for
the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company, and any other
Person.

The Chase Manhattan Bank hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions herein
above set forth.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective officers thereunto
duly authorized, as of the day and year first above written.

LEUCADIA NATIONAL CORPORATION

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President

THE CHASE MANHATTAN BANK, as Trustee

By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President

NYFS04...:\30\76830\0146\1197\IND1297X.320

TIE-SHEET --------- of provisions of Trust Indenture Act of 1939 with Indenture dated as of January 21, 1997 among Leucadia National Corporation, as Issuer, and The Chase Manhattan Bank, as Trustee:

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