LEUCADIA NATIONAL CORP
EXHIBIT 10.5 AMEND SHAREHOLDERS
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<TYPE>EX-10
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<FILENAME>jd3-10ex10_5.txt
<DESCRIPTION>EXHIBIT 10.5 AMEND SHAREHOLDERS
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                                                                    EXHIBIT 10.5

                   AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

           AMENDED AND RESTATED AGREEMENT made as of June 30, 2003 by and
between IAN M. CUMMING ("Cumming"), , JOSEPH S. STEINBERG ("Steinberg"),
(Cumming and Steinberg sometimes are collectively referred to as the
"Stockholders" and individually as a "Stockholder") and LEUCADIA NATIONAL
CORPORATION("Leucadia"), a New York corporation.

           WHEREAS, each Stockholder is the direct owner of the number of shares
of the common stock, par value $1.00 per share, of Leucadia (the "Common
Shares") set forth on Exhibit A hereto; and

           WHEREAS, the parties to this Agreement wish to provide for the
purchase by Leucadia of certain of the Common Shares beneficially owned by a
deceased Stockholder; and

           WHEREAS, the parties to this Agreement wish to provide the funds
necessary for the purchase by Leucadia of the Common Shares of a Stockholder
under the terms of this Agreement through insurance on the life of each
Stockholder;

           1. By-Sell Obligation. Upon the death of either Stockholder, Leucadia
agrees to purchase from the estate of the deceased Stockholder (the "Estate"),
such number of Common Shares owned by the deceased Stockholder as of the
deceased Stockholder's date of death (the "Deceased Stockholder's Common
Shares") having an aggregate purchase price determined in accordance with
paragraph 2 hereof equal to the Insurance Proceeds (as hereinafter defined);
provided, however, that Leucadia shall not be obligated to purchase from the
Estate and the Estate shall not be obligated to sell to Leucadia more than 55%
of the Deceased Stockholder's Common Shares (the "Shares") and further provided,
however, that Leucadia shall not be obligated to purchase from the Estate and
the Estate shall not be obligated to sell to Leucadia any portion of the
Deceased Stockholder's Common Shares to the extent a purchase thereof would
result in the imposition of limitations under Section 382 of the Internal
Revenue Code of 1986 on the use, for federal income tax purposes, of the net
operating losses and other credit or loss carryovers of Leucadia or any
subsidiary thereof. Each Stockholder agrees that the Shares to be acquired
pursuant to this Agreement shall be sold and transferred by the legal
representative of his Estate (the "Legal Representative") to Leucadia in
accordance with the terms of this Agreement.

           2. Purchase Price for the Common Shares.

           (a) The purchase price for each Share shall be equal to the greater
of (i) "Net Book Value Per Share" (as hereinafter defined) as at the end of the
fiscal quarter immediately preceding the fiscal quarter in which the date of
death of the deceased Stockholder occurs; or (ii) the average of the closing
price for the Common Shares on the New York Stock Exchange for the forty (40)
trading days preceding the date of death of the deceased Stockholder.

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           (b) For the purposes of this Agreement, the "Net Book Value Per
Share" shall be the difference between the book value of Leucadia's assets and
the book value of its liabilities, determined in accordance with generally
accepted accounting principles applicable to Leucadia's then most recent audited
financial statements, divided by the number of Common Shares then outstanding.
Net Book Value Per Share shall be calculated on a fully diluted basis.

           3. Payment of the Purchase Price. The purchase price for the Shares
shall be paid in cash to the Estate of the deceased Stockholder within the later
of (i) five days of receipt of the Insurance Proceeds or (ii) thirty days after
the death of the deceased Stockholder, unless the Legal Representative has not
been qualified, in which event the purchase price shall be paid on the fifth
business day after qualification of the Legal Representative.

           4. Insurance.

           (a) Leucadia acknowledges that it has purchased from each of the
insurance carriers set forth on Exhibit B hereto a policy of term life insurance
on the life of each of Cumming and Steinberg in the aggregate amount per
individual of $50,000,000 (the "Insurance"). Each Stockholder agrees to do
everything necessary to cause such policy to be issued.

           (b) Leucadia agrees (i) to use its best efforts to maintain the
Insurance during the term of this Agreement, (ii) to pay the premiums on the
Insurance as such premiums fall due, (iii) to give proof of such payment to the
insured Stockholder within twenty days after the due date of each premium and
(iv) upon the death of a Stockholder, to use the proceeds of the Insurance (the
"Insurance Proceeds") to fund its purchase of Shares in accordance with the
terms of this Agreement. Upon the failure of Leucadia to pay a premium when it
becomes due, the insured Stockholder shall have the right to pay the premium and
to be reimbursed therefor by Leucadia.

           (c) In the event that the Insurance with respect to a Stockholder is
not in effect for any reason other than as a result of a breach by Leucadia of
the terms of this Agreement, this Agreement shall terminate with respect to such
Stockholder.

           5. Transfer of Common Shares. Each Stockholder agrees that upon
receipt of cash in full payment for all or a portion of his Shares in accordance
with the terms hereof the Legal Representative of his Estate will execute and
deliver to Leucadia all the documents which are required to transfer such Shares
to Leucadia, including within limitation, the release or waiver of any tax
liens, along with the certificates for such Shares.


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           6. Restriction on Alienation of Shares. Each Shareholder agrees that,
until the Shares are sold pursuant to the terms hereof, his Estate shall not
sell, assign, encumber or otherwise dispose of any direct or indirect interest
in the Common Shares except pursuant to this Agreement. Nothing contained in
this Agreement, however, shall restrict in any manner a Stockholder's right or
ability to sell, assign, encumber or otherwise dispose of any direct or indirect
interest in the Common Shares during his lifetime.

           7. Specific Performance. The parties recognize that irreparable harm
will result in the event that this Agreement shall not be specifically enforced.
If any dispute arises concerning the disposition hereunder of any of the Common
Shares, the parties hereto agree that an injunction may be issued restraining
such disposition pending determination of such controversy and that no bond or
other security shall be required in connection therewith. If any dispute arises
concerning the right or obligation of any party hereto to purchase or sell any
of the Common Shares, such right or obligation shall be enforceable by a decree
of specific performance. Such remedies shall not, however, be exclusive and
shall be in addition to the other remedy or remedies which the parties may have.

           8. Termination. This Agreement shall terminate upon the occurrence of
any of the following events:

                (a) The mutual consent in writing of the parties to this
Agreement; or

                (b) The expiration of thirty (30) days after a petition in
bankruptcy shall have been filed by or against Leucadia and such petition shall
not have been discharged during such thirty (30) day period; or upon an
assignment by Leucadia for the benefit of creditors; or upon the expiration of
thirty (30) days after the commencement of any proceeding under any act of
Congress or governmental authority for the relief of debtors seeking the relief
or readjustment of indebtedness either through reorganization, composition,
extension, or otherwise, and such proceedings involving Leucadia as debtor shall
not have been vacated within such thirty (30) day period; or upon the voluntary
or involuntary dissolution of Leucadia;

                (c) The occurrence of the event described in Section 4(c)
hereof; or

                (d) June 30, 2018.

           9. Entire Agreement. This Agreement constitutes the complete
understanding and agreement among the parties hereto with respect to the subject
matter hereof and can be amended, supplemented or modified, and any provision
hereof can be waived, only by written instrument making specific reference to
this Agreement signed by the party against whom enforcement of any such
amendment, supplement, modification or waiver is sought.

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           10. Successors and Assigns. All of the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, successors, personal representatives, and assigns.

           11. Governing Law. This Agreement has been made in, and shall be
governed by, construed and enforced in accordance with, the laws of the State of
New York.

           12. Notices. All notices, offers, acceptances and other
communications to be made, served or given under or pursuant to the terms hereof
shall be in writing and shall be personally delivered or sent by registered or
certified mail, return receipt requested, postage prepaid, addressed to the
parties hereto at their respective addresses as set forth at the beginning of
this Agreement, or to such other address as a party hereto shall have given
notice of pursuant hereto.

           13. Severability. If at any time subsequent to the date hereof, any
provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such provision shall have no
effect upon and shall not impair the enforceability of any other provision of
this Agreement.

           14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

           15. Paragraph Headings. The paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

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           IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                           /s/ Ian M. Cumming
                                          --------------------------------------
                                          IAN M. CUMMING

                                            /s/ Joseph S. Steinberg
                                          --------------------------------------
                                          JOSEPH S. STEINBERG


                                          LEUCADIA NATIONAL CORPORATION


                                          By:  /s/ Joseph A. Orlando
                                             -----------------------------------
                                              Joseph A. Orlando
                                              Vice President and
                                              Chief Financial Officer



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                                    EXHIBIT A



Number of Common Shares owned by Ian M. Cumming:              8,908,737

Number of Common Shares owned by Joseph S. Steinberg:         6,129,681






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                                    EXHIBIT B



                               Insurance Carriers
                               ------------------


Ian M. Cumming:
--------------
North American Company for Life and Health Insurance of New York



Joseph S. Steinberg
-------------------
North American Company for Life and Health Insurance of New York







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