LEUCADIA NATIONAL CORP
EXHIBIT 10.41 SUBSCRIPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>subscripdoc.txt
<DESCRIPTION>EXHIBIT 10.41 SUBSCRIPTION AGREEMENT
<TEXT>
                                                                Exhibit 10.41



             ______________________________________________________

                             SUBSCRIPTION AGREEMENT

                                  by and among

                          LEUCADIA NATIONAL CORPORATION

                                       AND

                 EACH OF THE ENTITIES NAMED IN SCHEDULE I HERETO

             ______________________________________________________

                          Dated as of December 23, 2002
             ______________________________________________________















<PAGE>





                                TABLE OF CONTENTS

                                                                 Page



    1. Definitions....................................................1

    2. Purchase and Sale..............................................1

    3. Purchase Price.................................................1

    4. The Closing....................................................2

    5. Representations and Warranties of the Company.......... .......2

    6. Representations and Warranties of each Purchaser...............2

    7. Conditions.....................................................4

    8. Restrictions on Transfer.......................................4

    9. Agreement......................................................4

    10. Miscellaneous.................................................5

SCHEDULE I............................................................9

EXHIBIT A............................................................10





<PAGE>

                             SUBSCRIPTION AGREEMENT


     THIS  SUBSCRIPTION  AGREEMENT (the "Agreement") is made and entered into as
of December  23, 2002 by and among  Leucadia  National  Corporation,  a New York
corporation  (the "Company") and each of the entities named in Schedule I hereto
(each a "Purchaser" and, together, the "Purchasers").

                              W I T N E S S E T H:

     WHEREAS, the Company desires to sell to each Purchaser,  and each Purchaser
desires to purchase from the Company, upon the terms and conditions  hereinafter
provided, the number of common shares, par value $1.00 per share, of the Company
(the "Common Shares") and the number of shares of Series A Convertible Preferred
Stock (the "Series A Preferred Stock") set forth opposite its name in Schedule I
hereto  (such  Common  Shares and Series A Preferred  Stock  being  collectively
referred to as the "Securities"); and

     WHEREAS  pursuant to this Agreement and subject to and conditioned upon the
terms and provisions  hereof, the parties desire to set forth certain rights and
obligations  of the Purchasers  with respect to the  Securities  acquired by the
Purchasers  pursuant hereto,  and the Company and each of the Purchasers wish to
make various additional agreements, all as expressly set forth below.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
agreements hereinafter set forth, the parties hereto agree as follows:

     1.  Definitions.  As used in this  Agreement,  the following terms have the
         -----------
following meanings:

     "Closing" shall have the meaning given to such term in Section 4.

     "Closing Date" shall have the meaning given to such term in Section 4.

     "Excluded Liens" means Liens imposed by or arising from this Agreement.

     "Liens" means liens, security interests,  claims,  pledges and encumbrances
of any kind.

     "Material  Adverse  Effect"  with  respect to any  person  means a material
adverse effect on (a) the business, financial condition or results of operations
of such  person and its  subsidiaries,  taken as a whole,  or (b) the ability of
such person to perform its obligations under this Agreement.

     "Registration  Rights  Agreement"  means a  registration  rights  agreement
between the Company and the  Purchasers  dated as of the Closing Date and in the
form of Exhibit A attached hereto.

     "Securities Act" means the Securities Act of 1933, as amended.

     2.  Purchase and Sale.  On the Closing Date, and upon the terms and subject
         -----------------
to the conditions herein set forth, the Company agrees to issue and sell to each
Purchaser,  free and clear of all Liens other than any Excluded Liens,  and each
Purchaser  hereby agrees to purchase and accept from the Company,  a face amount
of Securities  equal to the amount set forth opposite each  Purchaser's  name in
Schedule I hereto (with respect to each Purchaser,  its "Allocated Securities").
Subject to the terms and  conditions of this  Agreement and in reliance upon the
representations,  warranties  and agreements of each  Purchaser  hereunder,  the
Company shall deliver to each Purchaser on the Closing Date (against  payment of
the Purchase  Price  provided for in Section 3)  certificates  representing  the
Allocated  Securities  registered in the name of each  Purchaser or a designated
affiliate thereof.

     3.  Purchase  Price.  On the Closing Date, each Purchaser  shall pay to the
        ----------------
Company  $35.25  per  Common  Share  and  $4,750,713.00  per  share of  Series A
Preferred  Stock,  aggregating to the amount set forth opposite such Purchaser's
name in Schedule I hereto (with respect to such Purchaser, the "Purchase Price")
for the purchase of its Allocated  Securities.  The Purchase Price shall be paid
in immediately  available funds by wire transfer to a bank account designated by
the Company.

                                       1
<PAGE>


     4.  The Closing.
         -----------

        (a) Upon the terms and subject to the conditions  herein set forth,  the
purchase and sale provided for herein (the "Closing") will take place (a) at the
offices of Weil,  Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, at
10:00 a.m.,  New York City time, on December 24, 2002 or (b) at such other time,
date and place as shall be fixed by agreement among the parties hereto. The date
and time of Closing are herein referred to as the "Closing Date".

        (b) The Closing shall be conditioned  upon the Company  having  received
the consent of WilTel  Communications  Group, Inc. to the sale of the Securities
pursuant to this  Agreement.  Until such consent is received,  the Company shall
have no obligation to close.

     5.  Representations  and Warranties of the Company.  The Company represents
         ----------------------------------------------
and warrants to each Purchaser as follows:

     5.1 Authority  of Seller.  The Company has been duly formed and is validly
         --------------------
existing  under  the  laws of the  State of New  York.  The  issuance,  sale and
delivery  by the  Company  of the  Securities  has been duly  authorized  by the
Company.  Upon  issuance  and  delivery  as  contemplated  by  Section 2 of this
Agreement  and upon  payment  therefor  as  contemplated  by  Section  3 of this
Agreement, the Securities will have been duly authorized,  validly issued, fully
paid and  nonassessable.  This Agreement has been duly and validly  executed and
delivered by the Company and is the legal,  valid and binding  obligation of the
Company  enforceable  against the Company in all material respects in accordance
with its terms. No action,  consent or approval by, or filing with, any Federal,
state, municipal,  foreign or other court or governmental or administrative body
or agency,  or any other  regulatory or  self-regulatory  body (a  "Governmental
Authority"), by reason of authority over the affairs of the Company, is required
to be made by the Company in  connection  with the execution and delivery by the
Company of this Agreement or the consummation by the Company of the transactions
contemplated hereby, other than (a) those which may be required solely by reason
of any Purchaser's (as opposed to any other third party's)  participation in the
transaction  contemplated  hereby and (b) such  other  consents,  approvals  and
filings, the failure of which to obtain would not have a Material Adverse Effect
on the Company.

     5.2 No  Conflicts;  No  Violations.  None  of the  execution,  delivery  or
         ------------------------------
performance of this Agreement by the Company will (a) result in any violation of
or be  in  conflict  with  or  constitute  a  default  under  any  term  of  the
constitutive  documents of the Company, (b) result in any material breach of any
terms or provisions  of, or constitute a material  default  under,  any material
contract,  agreement or  instrument  to which the Company is a party or by which
the Company or its property is bound or (c) violate any judgment, order, decree,
statute,  law,  rule or regulation  applicable to the Company  except for in the
case of the foregoing  clauses (b) and (c), any violation,  conflict,  breach or
default which would not have a Material Adverse Effect on the Company.

     5.3 Brokers.  No broker,  investment  banker,  financial  advisor or other
         -------
person is entitled  to any  broker's,  finder's,  financial  advisor's  or other
similar fee or commission in connection  with the  transactions  contemplated by
this  Agreement  based upon  arrangements  made by or on behalf of the  Company,
other than Jefferies & Company, Inc.

     6.  Representations  and  Warranties  of each  Purchaser.  Each  Purchaser,
         ----------------------------------------------------
severally and not jointly, represents and warrants to the Company as follows:

     6.1 Authority of  Purchaser.  Such  Purchaser  has been duly formed and is
         -----------------------
validly  existing  under  the laws of the  state or  other  jurisdiction  of its
incorporation or formation.  Such Purchaser has full right,  power and authority
to consummate the transactions contemplated herein. This Agreement has been duly
and validly executed and delivered by such Purchaser and is the legal, valid and
binding obligation of such Purchaser  enforceable  against such Purchaser in all
material  respects in accordance with its terms. No action,  consent or approval
by, or filing with, any Governmental  Authority, by reason of authority over the
affairs of such Purchaser,  is required to be made or obtained by such Purchaser
in  connection  with  the  execution  and  delivery  by such  Purchaser  of this
Agreement or the consummation by such Purchaser of the transactions contemplated
hereby other than such consents,  approvals and filings, the failure of which to
obtain would not have a Material Adverse Effect on such Purchaser.

                                       2
<PAGE>

     6.2 No  Conflicts;  No  Violations.  None  of the  execution,  delivery  or
         ------------------------------
performance of this Agreement or the receipt of the Securities by such Purchaser
will (a) result in any  violation  of or be in  conflict  with or  constitute  a
default under any term of constitutive  documents of such Purchaser,  (b) result
in any material  breach of any terms or provisions  of, or constitute a material
default  under,  any material  contract,  agreement or  instrument to which such
Purchaser is a party or by which such  Purchaser or its property is bound or (c)
violate any judgment, order, decree, statute, law, rule or regulation applicable
to such Purchaser,  except for in the case of the foregoing clauses (b) and (c),
any  violation,  conflict,  breach or  default  which  would not have a Material
Adverse Effect on such Purchaser.

     6.3 Investment  Intention;  No Resales.  Such  Purchaser is acquiring  the
         ----------------------------------
Securities  hereunder for investment,  solely for its own account and not with a
view to, or for  resale in  connection  with,  the  distribution  thereof.  Such
Purchaser will not resell, transfer,  assign or distribute the Securities except
in compliance with this Agreement,  the  Registration  Rights  Agreement and the
registration  requirements of the Securities Act and applicable state securities
laws or pursuant to an available exemption therefrom.

     6.4 Accredited Investor; Ability to Bear Risk; Evaluation of Risks.
         --------------------------------------------------------------

        (a) Such Purchaser is an "Accredited Investor" as defined in Rule 501(a)
promulgated under Regulation D of the Securities Act.

        (b)  Such  Purchaser  is in a  financial  position  to bear  the risk of
holding  the  Securities  and is  able  to  withstand  a  complete  loss  of its
investment in the Securities.

        (c) The  knowledge  and  experience  of such  Purchaser in financial and
business  matters is such that it,  together  with its  advisors,  is capable of
reading and  interpreting  financial  statements  and  evaluating the merits and
risks of the  investment  in the  Securities  and has the net worth to undertake
such risks.

        (d) Such  Purchaser  acknowledges  that no  representations,  express or
implied,  are  being  made with  respect  to the  Company,  the  Securities,  or
otherwise, other than those expressly set forth herein.

     6.5 Securities Unregistered. Such Purchaser has been advised by the Company
         -----------------------
that (a) the offer and sale of the Securities have not been registered under the
Securities Act and (b) the offering and sale of the Securities is intended to be
exempt from  registration  under the  Securities Act pursuant to Section 4(2) of
the  Securities  Act and (c) there is no  established  market  for the  Series A
Preferred Stock and it is not  anticipated  that there will be any public market
for the Series A Preferred Stock in the foreseeable future.

     6.6 Brokers.  No broker,  investment  banker,  financial  advisor or other
         -------
person is entitled  to any  broker's,  finder's,  financial  advisor's  or other
similar fee or commission in connection  with the  transactions  contemplated by
this Agreement based upon arrangements made by or on behalf of such Purchaser.

     6.7 Investment  Decision.  Each  Purchaser  is making  its own  investment
         --------------------
decision and each investment decision is not based on the investment decision of
any other Purchaser.


                                       3

<PAGE>

     7.  Conditions.
         ----------

     7.1 Conditions to Obligations of the  Purchasers.  The  obligations of each
         --------------------------------------------
Purchaser to perform  under this  Agreement are subject to the  satisfaction  or
waiver by such Purchaser of each of the following  conditions:  (a) the delivery
to the Purchaser by the Company of its Allocated  Securities and a duly executed
Registration  Rights  Agreement  and (b) the absence on the Closing  Date of any
injunction or other order, or statute,  rule or regulation,  of any Governmental
Authority  prohibiting  the  consummation  of  the  sale  and  purchase  of  the
Securities hereunder.

     7.2 Conditions  to  Obligations  of the Company.  The  obligations  of the
         -------------------------------------------
Company to perform  under this  Agreement  are  subject to the  satisfaction  or
waiver by the Company of each of the following  conditions:  (a) each  Purchaser
shall have delivered to the Company the Purchase  Price  specified on Schedule I
in accordance  with the  provisions of Section 3, (b) the execution and delivery
to the Company by each Purchaser of the  Registration  Rights  Agreement and (c)
the absence on the Closing Date of any  injunction  or other order,  or statute,
rule or regulation,  of any Governmental Authority preventing or the prohibiting
the consummation of the sale and purchase of the Securities hereunder.

     8.  Restrictions on Transfer.
         ------------------------

     8.1 General Restriction. The Securities are "restricted securities" within
         -------------------
the  meaning  of Rule  144(a)(3)  under  the  Securities  Act  (the  "Restricted
Securities"),  and will be transferable  only upon the satisfaction of the terms
and  conditions  set forth in (x) this  Section 8, (y) the  Registration  Rights
Agreement and (z) the  Company's  restated  certificate  of  incorporation  (the
"Charter").  Any transfer or  purported  transfer in violation of this Section 8
will be void.

     8.2 Notice of  Transfer.  Subject to the terms of the  Registration  Rights
         -------------------
Agreement and the Charter,  prior to any transfer of any Restricted  Securities,
the  holder  thereof  will give  written  notice to the  Company  describing  in
reasonable detail the manner and terms of the proposed transfer and the identity
of the proposed transferee, accompanied by the written agreement of the proposed
transferee to be bound by all of the provisions  hereof applicable to holders of
such Restricted Securities hereunder or thereunder.

     8.3 Restrictive  Legends.  For so long as the Securities  remain subject to
         --------------------
the  restrictions  on  transfer  set forth in this  Section 8, the  certificates
representing such securities will bear restrictive  legends in addition to those
required by the Charter in substantially the following form:

               "THE    SECURITIES    REPRESENTED   BY   THIS
               CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER
               THE  SECURITIES  ACT OF 1933, AS AMENDED (THE
               "SECURITIES  ACT"),  OR ANY STATE  SECURITIES
               LAW  AND   MAY  NOT  BE  SOLD  OR   OTHERWISE
               TRANSFERRED   EXCEPT   PURSUANT   TO  (A)  AN
               EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
               SECURITIES ACT OR (B) AN APPLICABLE EXEMPTION
               FROM  THE  REGISTRATION  REQUIREMENTS  OF THE
               SECURITIES ACT."

     8.4 Termination of Restrictions. The restrictions imposed by this Section 8
         ---------------------------
upon the  transferability  of  Restricted  Securities  will  terminate as to any
particular  Restricted Securities when such Restricted Securities have been sold
pursuant to an effective  registration  statement  under the Securities  Act, or
pursuant to Rule 144 under the  Securities  Act or any other  exemption from the
registration requirements of the Securities Act pursuant to which the transferee
receives  securities that are not "restricted  securities" within the meaning of
that  term as  defined  in Rule  144(a)(3).  Whenever  any of such  restrictions
terminates as to any Restricted Securities,  the holder thereof will be entitled
to  receive  from  the  Company,  at the  Company's  expense,  new  certificates
representing  such  Securities,  without  the  restrictive  legend  set forth in
Section 8.3,  but  containing  any other legend  required by the Charter at that
time.  Notwithstanding  the foregoing,  the restrictions on transferability  set
forth in the Charter  shall remain  unaffected  by any sale  referred to in this
Section.

     9. Agreement.
        ---------

                                       4
<PAGE>

     9.1 Registration  Rights Agreement.  The Company and each of the Purchasers
         ------------------------------
hereby agree to duly  execute and deliver on the Closing  Date the  Registration
Rights Agreement.

     9.2 Best Efforts;  Further Actions.  Each of the Company and the Purchasers
         ------------------------------
will use its best  efforts  to take or cause to be taken all action and to do or
cause to be done all things necessary, proper or advisable under applicable laws
and regulations to consummate and make effective the  transactions  contemplated
by this Agreement. If, at any time after the Closing Date, any further action is
necessary or  desirable  to carry out the purposes of this  Agreement or to vest
each  Purchaser  with  full  title  to  the  Securities,  the  proper  officers,
directors,  partners or duly  authorized  representatives  of each party to this
Agreement shall take all such necessary action.

     9.3 Consents.  Each of the Company and the  Purchasers  will cooperate with
         --------
each other,  and use its best  efforts,  in filing any  necessary  applications,
reports or other documents with, giving any notices to, and seeking any consents
from, all regulatory  bodies and all  governmental  agencies and authorities and
all third parties (including,  without limitation,  any other  equityholders) as
may be  necessary  or  desirable  in  connection  with the  consummation  of the
transactions contemplated by this Agreement.

     9.4 Public  Announcements.  Each of the Company, the Purchasers,  and their
         ---------------------
respective affiliates,  will consult with each other before issuing, and provide
each other the  opportunity  to review and comment  upon,  any press  release or
other public  statement  with respect to the sale and purchase of the Securities
and the  transactions  contemplated  by this  Agreement  and shall not issue any
press  release,  disclose  the name of any  Purchaser  or make  any such  public
statement  without the  advance  approval of the other  parties  following  such
consultation (such approval not to be unreasonably withheld or delayed),  except
as may be required by applicable  law, court process or by the  requirements  of
any securities exchange.

     10. Miscellaneous.
         -------------

     10.1 Amendment  and  Waiver.   This  Agreement  may  not  be  amended  or
          ----------------------
supplemented  except by an  instrument in writing duly executed by an authorized
officer  of the  Company  and an  authorized  officer  of  Purchasers  holding a
majority of the Securities being issued pursuant to this Agreement.  Any term or
provision  of this  Agreement  may be  waived,  but only in writing by the party
which is entitled to the benefit  thereof.  The waiver by any party  hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any preceding or  succeeding  breach and no failure by either party to
exercise  any  right or  privilege  hereunder  shall be  deemed a waiver of such
party's  rights  or  privileges  hereunder  or shall be  deemed a waiver of such
party's rights to exercise the same at any subsequent time or times hereunder.

     10.2  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
           ------------
counterparts,  each of which when so executed  and  delivered  will be deemed an
original, and all of which together shall constitute one and the same agreement.
It shall not be  necessary  for each party to sign each  counterpart  so long as
every party has signed at least one counterpart.


                                       5

<PAGE>

     10.3 Facsimile Signatures.  This Agreement may be executed and delivered by
          --------------------
facsimile and upon such delivery the facsimile  signature will be deemed to have
the same effect as if the  original  signature  had been  delivered to the other
party.

     10.4 Notices.  All notices and other  communications  hereunder shall be in
          -------
writing and shall be deemed to have been given if delivered  personally  or sent
by registered or certified mail (return receipt requested),  postage prepaid, or
by facsimile  transmission  to the parties to this  Agreement  at the  following
addresses  or at such other  address for a party as shall be  specified  by like
notice:

               If to the Company, at:

               Leucadia National Corporation
               315 Park Avenue South
               New York, NY 10010
               Fax: (212) 598-3242
               Attention: Joseph A. Orlando

               with a copy to:

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue
               New York, NY 10153
               Fax: (212) 310-8000
               Attention:  Andrea A. Bernstein, Esq.


               If to the Purchasers, at:

               Franklin Mutual Advisers, LLC
               51 John F. Kennedy Parkway
               Short Hills, NJ  07078
               Fax:  (973) 912-0646
               Attention:  Bradley Takahashi

All such notices and communications shall be deemed to have been received on the
date of delivery,  on the date that the facsimile  transmission  is confirmed as
having been received or on the third  business day in New York after the mailing
thereof, as the case may be.

     10.5 Assignment.  Neither this Agreement nor any right, remedy,  obligation
          ----------
or liability  arising  hereunder or by reason  hereof shall be assignable by any
party to this Agreement  without the prior written consent of the other parties,
and any attempt to assign any right,  remedy,  obligation  or liability  arising
hereunder without such consent shall be void.

     10.6 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
          -----------------
between the parties with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, written and oral.

     10.7 Binding Effect;  Parties in Interest.  This Agreement shall be binding
          ------------------------------------
upon and  inure to the  benefit  of the  parties  to this  Agreement  and  their
respective  successors  and permitted  assigns,  and nothing in this  Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement.

                                       6

<PAGE>


     10.8 Expenses, Indemnification.
          --------------------------

        (a)  Whether  or  not  the  purchase  and  sale  of  the  Securities  is
consummated,  each party hereto shall pay its own fees and expenses  incident to
preparing   for,   entering  into  and  carrying  out  this  Agreement  and  the
consummation of the transactions contemplated hereby.

        (b) A party in breach of this Agreement shall, on demand,  indemnify and
hold  harmless the other  parties for and against all  reasonable  out-of-pocket
expenses,  including legal fees, incurred by such other parties by reason of the
enforcement  and protection of its rights under this  Agreement.  The payment of
such  expenses is in addition to any other  relief to which such other party may
be entitled.

     10.9 Applicable Law and  Jurisdiction;  Service of Process;  Waiver of Jury
          ----------------------------------------------------------------------
Trial.
-----
        (a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to any applicable principles
of conflict of laws to the extent  that the  application  of the laws of another
jurisdiction  would be required  thereby.  Any and all suits,  legal  actions or
proceedings  against any party  hereto  arising out of this  Agreement  shall be
brought in the United States  Federal court sitting in the Southern  District of
New York, or, if such court shall not have jurisdiction, in the Supreme Court of
the State of New York  sitting in the County of New York,  and each party hereby
submits to and accepts the exclusive jurisdiction of such courts for the purpose
of such suits, legal action or proceedings. Each party hereto hereby irrevocably
waives any objection  which it may now or hereafter  have to the laying of venue
of any such  suit,  legal  action or  proceeding  in any such  court and  hereby
further  waives any claim that any suit,  legal action or proceeding  brought in
any such court has been brought in an  inconvenient  forum.  The parties  hereto
agree  that  service of process in  connection  with any suit,  legal  action or
proceeding brought hereunder or in connection  herewith may be made by any means
of service of process permitted by law.

        (b) Each party  waives,  to the fullest  extent  permitted by applicable
law,  any  right  it may have to a trial by jury in  respect  of any  litigation
arising out of or relating to this  Agreement.  Each party (x) certifies that no
representative,  agent or attorney of another party has presented,  expressly or
otherwise, that such other party would not, in the event of litigation,  seek to
enforce the foregoing  waiver and (y)  acknowledges  that it has been induced to
enter into this  Agreement  by,  among  other  things,  the mutual  waivers  and
certifications set forth in this Section 10.9.

     10.10 Section  Headings.  The section and other headings  contained in this
           -----------------
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation of this Agreement.

     10.11 Termination.  This  Agreement may be terminated at any time prior to
           -----------
the Closing by the mutual consent of each of the Purchasers and the Company.

     10.12 Specific  Enforcement.  Each of the parties hereto  acknowledges  and
           ---------------------
agrees  that in the event of any  breach of this  Agreement,  the  non-breaching
party  would be  irreparably  harmed  and  could not be made  whole by  monetary
damages. It is accordingly agreed that the parties hereto will waive the defense
in any action for  specific  performance  that a remedy at law would be adequate
and that the parties  hereto,  in addition to any other remedy to which they may
be  entitled  at law  or in  equity,  shall  be  entitled  to an  injunction  or
injunctions  to prevent  breaches of the  provisions  of this  Agreement  and to
enforce  specifically  the terms and provisions  hereof without the necessity of
proving actual damage or securing or posting any bond or providing prior notice.

     10.13 Further Assurances.  Subject to the specific terms of this Agreement,
           ------------------
each of the parties  hereto shall make,  execute,  acknowledge  and deliver such
other  instruments  and documents,  and take all such other  actions,  as may be
reasonably required in order to effectuate the purposes of this Agreement and to
consummate the transactions contemplated hereby.



                 [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]




                                       7

<PAGE>
     IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
day and year first above written.

                                     LEUCADIA NATIONAL CORPORATION

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL BEACON FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL DISCOVERY FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL FINANCIAL SERVICES FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL QUALIFIED FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL SHARES FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL BEACON FUND (Ontario, Canada)

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL DISCOVERY SECURITIES FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MUTUAL SHARES SECURITIES FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     FRANKLIN MUTUAL BEACON FUND

                                     By:      __________________________
                                              Name:
                                              Title:


                                     MASTERS' SELECT VALUE FUND

                                     By:      __________________________
                                              Name:
                                              Title:

                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                                 SCHEDULE I

         Names                        Type of Securities               Number of Shares               Purchase Price
         -----                        ------------------               ----------------               --------------

<S>                                         <C>                               <C>                            <C>

Mutual Beacon Fund                          Common                          595,496                  $20,991,234.00
                                      Series A Preferred                          2                   $9,501,426.00

Mutual Discovery Fund                       Common                          415,236                  $14,637,069.00
                                      Series A Preferred                          2                   $9,501,426.00

Mutual Financial Services Fund              Common                           87,450                   $3,082,612.50

Mutual Qualified Fund                       Common                          422,096                  $14,878,884.00
                                      Series A Preferred                          2                   $9,501,426.00

Mutual Shares Fund                          Common                        1,012,141                  $35,677,970.25
                                      Series A Preferred                          4                  $19,002,852.00

Mutual Beacon Fund (Ontario)                Common                           22,060                     $777,615.00

Mutual Discovery Securities Fund            Common                           34,780                   $1,225,995.00

Mutual Shares Securities Fund               Common                          184,830                   $6,515,257.50

Franklin Mutual Beacon Fund                 Common                           84,290                   $2,971,222.50

Masters' Select Value Fund                  Common                           49,220                   $1,735,005.00
                                                                                                      -------------

         Total                                                                                      $149,999,994.75
                                                                                                    ===============


</TABLE>

                                       9
<PAGE>





                                    EXHIBIT A

                         [REGISTRATION RIGHTS AGREEMENT]



















                                       10

</TEXT>
</DOCUMENT>
