AS AMENDED MAY 17, 2005
1.         PURPOSE
           The purpose of the 2003 Senior Executive Annual Incentive Bonus Plan,
as amended May 17, 2005 (the "Plan"), is to provide key senior executives of
Leucadia National Corporation (the "Company") with incentive based compensation
upon the achievement of established performance goals.
2.         ELIGIBILITY
           Eligibility for the Plan is limited to Ian M. Cumming, Chairman of
the Board of the Company, and Joseph S. Steinberg, President of the Company.
Individuals eligible to participate in the Plan are herein called
3.         AWARDS
           Each Participant will be eligible to receive an annual incentive cash
bonus (the "Annual Bonus"), as described in Section 6 below, provided that the
Compensation Committee shall have the authority to reduce the Annual Bonus of
any Participant to the extent it deems appropriate. Any reduction of a
Participant's Annual Bonus will not result in an increase of another
Participant's Annual Bonus.
4.         TERM OF THE PLAN
           The Plan shall become effective on the date on which it is approved
by shareholders of the Company and shall terminate immediately following the
payment of the Annual Bonus for the Period ending December 31, 2014.
           Each performance period ("Period") shall have a duration of one
calendar year, commencing on January 1, and terminating on December 31.
           6.1 Following each Period the Committee will certify the amount of
the annual Bonus for each Participant pursuant to Section 6.2.
           6.2 The Annual Bonus for each Participant for any Period will be
1.00% of the pre-tax earnings of the Company and its consolidated subsidiaries
as reported on the Company's audited consolidated financial statements, less any
amount that the Committee, in its sole discretion, deems appropriate.
           6.3 As soon as reasonably practical following the completion of each
Period, the Committee shall ascertain and certify in writing the amount of the
Annual Bonus for each Participant. No Annual Bonus will be paid for any Period
until such written certification is made by the Committee. The Annual Bonus
shall be paid to each Participant within 20 days following the certification of
the Annual Bonus.
           6.4 The provisions of this Section 6 shall be administered and
interpreted in accordance with Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), to ensure the deductibility by the Company or its
subsidiaries of the payment of the Annual Bonuses.
           7.1 The Plan shall be administered by the Compensation Committee of
the Company which shall consist solely of at least two (2) "outside directors"
within the meaning of Section 162(m) of the Code (the "Committee"). The
Committee may delegate any of its duties and powers, in whole or in part, to any
subcommittee thereof, provided such subcommittee consists solely of at least two
(2) "outside directors" within the meaning of Section 162(m) of the Code.
           7.2 The Committee shall have full power to administer and interpret
the Plan and to establish rules for its administration. The Committee may
administer the Plan in all respects including the proration or adjustment of
awards in the case of retirements, terminations, dismissal or death and other
conditions as appropriate, consistent with the provisions of Section 162(m) of
the Code.
           7.3 The Committee, in making any determination under or referred to
in the Plan shall be entitled to rely on opinions, reports or statements of
officers or employees of the Company and other entities and of counsel, public
accountants and other professional expert persons.
           The Company's Board of Directors may at any time, or from time to
time, suspend or terminate the Plan, in whole or in part, or amend it in such
respects as the Board of Directors may determine.
           9.1 Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant any right to continue to be employed by or
perform services for the Company or any subsidiary.
           9.2 Except as may be approved by the Committee, a Participant's
rights and interests under the Plan may not be assigned or transferred,
hypothecated or encumbered, in whole or in part, either directly or by operation
of law or otherwise (except in the event of the Participant's death).
           9.3 The Company and its subsidiaries shall have the right to deduct
from any payment made under the Plan any federal, state, local or foreign income
or other taxes required to be withheld with respect to such payment.
           9.4 The Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York from time to time obtaining.