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<SEC-DOCUMENT>0000909518-07-000836.txt : 20070921
<SEC-HEADER>0000909518-07-000836.hdr.sgml : 20070921
<ACCEPTANCE-DATETIME>20070921171208
ACCESSION NUMBER:		0000909518-07-000836
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20070919
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070921
DATE AS OF CHANGE:		20070921

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEUCADIA NATIONAL CORP
		CENTRAL INDEX KEY:			0000096223
		STANDARD INDUSTRIAL CLASSIFICATION:	LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400]
		IRS NUMBER:				132615557
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05721
		FILM NUMBER:		071129946

	BUSINESS ADDRESS:	
		STREET 1:		315 PARK AVE S
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010
		BUSINESS PHONE:		2124601900

	MAIL ADDRESS:	
		STREET 1:		315 PARK AVENUE SOUTH
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10010

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TALCOTT NATIONAL CORP
		DATE OF NAME CHANGE:	19800603
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mm09-2107_8k.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): September 19, 2007

                          LEUCADIA NATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                    NEW YORK
                 (State or Other Jurisdiction of Incorporation)

         1-5721                                            13-2615557
(Commission File Number)                       (IRS Employer Identification No.)

                    315 PARK AVENUE SOUTH, NEW YORK, NEW YORK
                 10010 (Address of Principal Executive Offices)
                                   (Zip Code)

                                  212-460-1900
              (Registrant's Telephone Number, Including Area Code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>



Item 1.01.  Entry into Material Definitive Agreement.

On September 20, 2007, Leucadia National Corporation (the "Company") entered
into an underwriting agreement (the "Equity Underwriting Agreement") with
Jefferies & Company, Inc. (the "Underwriter"), to sell 5,500,000 of its common
shares under the Company's automatic shelf registration statement on Form S-3
(No. 333-145668) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), on August 24, 2007
(the "Registration Statement").

On September 20, 2007, the Company entered into an underwriting agreement (the
"Debt Underwriting Agreement" and together with the Equity Underwriting
Agreement, the "Underwriting Agreements") with the Underwriter, to sell
$500,000,000 aggregate principal amount of the Company's 8-1/8% Senior Notes due
2015 (the "Senior Notes") under the Registration Statement. The Senior Notes
will be issued under an Indenture between the Company and the Bank of New York,
as trustee.

The Underwriting Agreements contain customary representations, warranties,
conditions to closing, indemnification and obligations of the parties. The
Company has also agreed to indemnify the Underwriter against certain
liabilities, including civil liabilities under the Securities Act, or to
contribute to payments that the Underwriter may be required to make in respect
of those liabilities. The terms of the Underwriting Agreements, which are filed
as Exhibits 1.1 and 1.2 to this Form 8-K, are incorporated herein by reference.

The Underwriter performs and has performed commercial and investment banking and
advisory services for the Company from time to time for which it receives and
has received customary fees and expenses. The Underwriter may, from time to
time, engage in transactions with and perform services for the Company in the
ordinary course of its business for which it will receive fees and expenses.


Item 8.01.  Other Events.

On September 19, 2007, the Company announced the proposed offering of
$350,000,000 of its Senior Notes due 2015 and the proposed offering of 5,500,000
of its common shares. A copy of the press release is attached hereto as Exhibit
99.1.

On September 20, 2007, the Company announced the offering and pricing of
5,500,000 of its common shares at a price of $45.50 per share and the offering
and pricing of $500,000,000 principal amount (upsized from $350,000,000) of the
8-1/8% Senior Notes due 2015 at an issue price of 98.307%. A copy of each press
release is attached hereto as Exhibits 99.2 and 99.3, respectively.

The information set forth in each of the press releases issued by the Company
and attached hereto as Exhibits 99.1, 99.2 and 99.3 is incorporated herein by
reference.


Item 9.01(d).  Exhibits.

Exhibit No.       Description

1.1               Underwriting Agreement, dated September 20, 2007, among
                  Leucadia National Corporation and Jefferies & Company, Inc.,
                  as sole underwriter.

                                       2
<PAGE>



1.2               Underwriting Agreement, dated September 20, 2007 among
                  Leucadia National Corporation and Jefferies & Company, Inc.,
                  as sole underwriter.

99.1              Press Release issued by Leucadia National Corporation on
                  September 19, 2007.

99.2              Press Release issued by Leucadia National Corporation on
                  September 20, 2007.

99.3              Press Release issued by Leucadia National Corporation on
                  September 20, 2007.






















                                       3
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  September 21, 2007
                                            LEUCADIA NATIONAL CORPORATION


                                            /s/ Barbara L. Lowenthal
                                            -------------------------------
                                            Name:    Barbara L. Lowenthal
                                            Title:   Vice President

























                                       4
<PAGE>



                                  EXHIBIT INDEX

1.1               Underwriting Agreement, dated September 20, 2007, among
                  Leucadia National Corporation and Jefferies & Company, Inc.,
                  as sole underwriter.

1.2               Underwriting Agreement, dated September 20, 2007, among
                  Leucadia National Corporation and Jefferies & Company, Inc.,
                  as sole underwriter.

99.1              Press Release issued by Leucadia National Corporation on
                  September 19, 2007.

99.2              Press Release issued by Leucadia National Corporation on
                  September 20, 2007.

99.3              Press Release issued by Leucadia National Corporation on
                  September 20, 2007.









                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>mm09-2107_8ke11.txt
<DESCRIPTION>EX.1.1 - UNDERWRITING AGREEMENT
<TEXT>
                                                                     EXHIBIT 1.1
                                                                     -----------


================================================================================











                          LEUCADIA NATIONAL CORPORATION

                            (a New York corporation)

                          5,500,000 common shares, par
                              value $1.00 per share





                             UNDERWRITING AGREEMENT














Dated:  September 20, 2007



================================================================================




<PAGE>





                          LEUCADIA NATIONAL CORPORATION
                            (A NEW YORK CORPORATION)


                             5,500,000 Common Shares


                             UNDERWRITING AGREEMENT
                             ----------------------

                                                              September 20, 2007

JEFFERIES & COMPANY, INC.
520 Madison Avenue
New York, New York  10022

Ladies and Gentlemen:

            Leucadia National Corporation, a New York corporation (the
"Company"), confirms its agreement (the "Agreement") with Jefferies & Company,
Inc. (the "Underwriter"), with respect to the issue and sale by the Company and
the purchase by the Underwriter of 5,500,000 shares of its common shares, par
value $1.00 per share (the "Securities"). Concurrent with such sale and
purchase, the Company intends to sell and the Underwriter intends to purchase
$500,000,000 aggregate principal amount of the Company's Senior Notes due 2015
(the "Concurrent Offering") such sale and purchase to be subject to the terms
and conditions of a separate underwriting agreement to be entered into by the
Company and the Underwriter and the closing of which shall be a condition to the
sale and offer of the Securities contemplated hereby.

            The Company understands that the Underwriter proposes to make a
public offering of the Securities (the "Offering") as soon as it deems advisable
after this Agreement has been executed and delivered).

            The Company has filed with the Securities and Exchange Commission
(the "Commission") an automatic shelf registration statement on Form S-3
(Registration No. 333-145668) relating to the Securities and has filed with, or
transmitted for filing to, or shall promptly hereafter file with or transmit for
filing to, the Commission (i) a related prospectus dated August 24, 2007 (the
"Base Prospectus"), (ii) a prospectus supplement (the "Original Prospectus
Supplement") dated August 24, 2007 specifically relating to the Securities
pursuant to Rule 430B and Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act") and (iii) a second prospectus supplement (the "Second
Prospectus Supplement") dated September 19, 2007. Any information included in
such prospectus that was omitted from such registration statement at the time it
became effective but that is deemed to be part of and included in such
registration statement pursuant to Rule 430B is referred to as "Rule 430B
Information." Each prospectus used in connection with the offering of the
Securities that omitted Rule 430B Information is herein called a "preliminary
prospectus." Such registration statement, at any given time, including the
amendments thereto at such time, the exhibits and any schedules thereto at such
time, the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Securities Act at such time and the documents otherwise


                                      -2-
<PAGE>



deemed to be a part thereof or included therein by the rules and regulations of
the Commission under the Securities Act (the "Securities Act Regulations"), is
herein called the "Registration Statement." The Registration Statement at the
time it originally became effective is herein called the "Original Registration
Statement." The final prospectus in the form first furnished to the Underwriter
for use in connection with the offering of the Securities, including the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act at the time of the execution of this Agreement and any
preliminary prospectuses that form a part thereof, including without limitation
the Prospectus Supplement dated as of September 19, 2007, is herein called the
"Prospectus." For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus, the Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

            SECTION 1. Representations and Warranties. The Company represents
and warrants to the Underwriter that, as of the date hereof, the Applicable Time
referred to in Section 1(b) and as of the Closing Time referred to in Section
2(c) hereof:

            (a)   At the time of filing the Original Registration Statement,
      (ii) at the time of the most recent amendment thereto for the purposes of
      complying with Section 10(a)(3) of the Securities Act (whether such
      amendment was by post-effective amendment, incorporated report filed
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 as
      amended (the "Exchange Act") or form of prospectus), (iii) at the time the
      Company or any person acting on its behalf (within the meaning, for this
      clause only, of Rule 163(c) of the Securities Act Regulations) made any
      offer relating to the Securities in reliance on the exemption of Rule 163
      of the Securities Act Regulations and (iv) at the date hereof, the Company
      was and is a "well-known seasoned issuer" as defined in Rule 405 of the
      Securities Act Regulations ("Rule 405"), including not having been and not
      being an "ineligible issuer" as defined in Rule 405. The Registration
      Statement is an "automatic shelf registration statement," as defined in
      Rule 405, and the Securities, since their registration on the Registration
      Statement, have been and remain eligible for registration by the Company
      on a Rule 405 "automatic shelf registration statement". The Company has
      not received from the Commission any notice pursuant to Rule 401(g)(2) of
      the Securities Act Regulations objecting to the use of the automatic shelf
      registration statement form.

            At the time of filing the Original Registration Statement, at the
      earliest time thereafter that the Company or another offering participant
      made a bona fide offer (within the meaning of Rule 164(h)(2) of the
      Securities Act Regulations) of the Securities and at the date hereof, the
      Company was not and is not an "ineligible issuer," as defined in Rule 405.

            (b)   The Original Registration Statement became effective upon
      filing under Rule 462(e) of the Securities Act Regulations ("Rule 462(e)")
      on August 24, 2007, and any post-effective amendment thereto also became
      effective upon filing under Rule 462(e). No stop order suspending the
      effectiveness of the Registration Statement has been issued under the
      Securities Act and no proceedings for that purpose have been instituted or


                                      -3-
<PAGE>



      are pending or, to the knowledge of the Company, are contemplated by the
      Commission, and any request on the part of the Commission for additional
      information has been complied with.

            Any offer that is a written communication relating to the Securities
      made prior to the filing of the Original Registration Statement by the
      Company or any person acting on its behalf (within the meaning, for this
      paragraph only, of Rule 163(c) of the Securities Act Regulations) has been
      filed with the Commission in accordance with the exemption provided by
      Rule 163 of the Securities Act Regulations ("Rule 163") and otherwise
      complied with the requirements of Rule 163, including without limitation
      the legending requirement, to qualify such offer for the exemption from
      Section 5(c) of the Securities Act provided by Rule 163.

            At the respective times the Original Registration Statement and each
      amendment thereto became effective, at each deemed effective date with
      respect to the Underwriter pursuant to Rule 430B(f)(2) of the Securities
      Act Regulations and at the Closing Time, the Registration Statement
      complied and will comply in all material respects with the requirements of
      the Securities Act and the Securities Act Regulations and the Exchange Act
      Regulations, and did not and will not contain an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading.

            Neither the Prospectus nor any amendments or supplements thereto, at
      the time the Prospectus or any such amendment or supplement was issued and
      at the Closing Time, included or will include an untrue statement of a
      material fact or omitted or will omit to state a material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading.

            Each preliminary prospectus (including the prospectus or
      prospectuses filed as part of the Original Registration Statement or any
      amendment thereto) complied when so filed in all material respects with
      the Securities Act Regulations and each preliminary prospectus and the
      Prospectus delivered to the Underwriter for use in connection with this
      offering was identical to the electronically transmitted copies thereof
      filed with the Commission pursuant to EDGAR, except to the extent
      permitted by Regulation S-T.

            As of the Applicable Time, neither (x) the Issuer General Use Free
      Writing Prospectus(es) (as defined below) issued at or prior to the
      Applicable Time, if any, the Statutory Prospectus (as defined below) and
      the information included on Schedule A hereto, all considered together
      (collectively, the "General Disclosure Package"), nor (y) any individual
      Issuer Limited Use Free Writing Prospectus, when considered together with
      the General Disclosure Package, included any untrue statement of a
      material fact or omitted to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading.

            As used in this subsection and elsewhere in this Agreement:



                                      -4-
<PAGE>



            "Applicable Time" means 9:08 a.m. (New York City time) on September
      20, 2007 or such other time as agreed by the Company and the Underwriter.

            "Issuer Free Writing Prospectus" means any "issuer free writing
      prospectus," as defined in Rule 433 of the Securities Act Regulations
      ("Rule 433"), relating to the Securities that (i) is required to be filed
      with the Commission by the Company, (ii) is a "road show that is a written
      communication" within the meaning of Rule 433(d)(8)(i), whether or not
      required to be filed with the Commission or (iii) is exempt from filing
      pursuant to Rule 433(d)(5)(i) because it contains a description of the
      Securities or of the offering that does not reflect the final terms, in
      each case in the form filed or required to be filed with the Commission
      or, if not required to be filed, in the form retained in the Company's
      records pursuant to Rule 433(g).

            "Issuer General Use Free Writing Prospectus" means any Issuer Free
      Writing Prospectus that is intended for general distribution to
      prospective investors, as evidenced by its being specified in Schedule B
      hereto.

            "Issuer Limited Use Free Writing Prospectus" means any Issuer Free
      Writing Prospectus that is not an Issuer General Use Free Writing
      Prospectus.

            "Statutory Prospectus" as of any time means the prospectus relating
      to the Securities that is included in the Registration Statement
      immediately prior to that time, including any document incorporated by
      reference therein and any preliminary or other prospectus deemed to be a
      part thereof.

            Each Issuer Free Writing Prospectus, as of its issue date and at all
      subsequent times through the completion of the public offer and sale of
      the Securities or until any earlier date that the issuer notified or
      notifies the Underwriter as described in Section 3(e), did not, does not
      and will not include any information that conflicted, conflicts or will
      conflict with the information contained in the Registration Statement or
      the Prospectus, including any document incorporated by reference therein
      and any preliminary or other prospectus deemed to be a part thereof that
      has not been superseded or modified.

            The representations and warranties in this subsection shall not
      apply to statements in or omissions from the Registration Statement, the
      Prospectus or any Issuer Free Writing Prospectus made in reliance upon and
      in conformity with written information furnished to the Company by the
      Underwriter expressly for use therein.

            (c)   The documents incorporated or deemed to be incorporated by
      reference in the Registration Statement and the Prospectus, at the time
      they were or hereafter are filed with the Commission, complied and will
      comply in all material respects with the requirements of the Securities
      Act and the Securities Act Regulations or the Exchange Act and the rules
      and regulations of the Commission thereunder (the "Exchange Act
      Regulations"), as applicable.

            (d)   The financial statements included in the Registration
      Statement, the General Disclosure Package and the Prospectus, together
      with the related schedules and notes, present fairly the financial
      position of the Company and its consolidated subsidiaries at the dates



                                      -5-
<PAGE>



      indicated and the statement of operations, stockholders' equity and cash
      flows of the Company and its consolidated subsidiaries for the periods
      specified; said financial statements have been prepared in conformity with
      generally accepted accounting principles ("GAAP") (applied on a consistent
      basis throughout the periods involved except as otherwise stated therein).
      The supporting schedules, if any, present fairly in accordance with GAAP
      the information required to be stated therein. The selected financial data
      and the summary financial information included in the Prospectus present
      fairly the information shown therein and have been compiled on a basis
      consistent with that of the audited financial statements included in the
      Registration Statement.

            (e)   The Company and each of its subsidiaries listed in Exhibit 21
      to the Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 2006 and such other subsidiaries created after such date that
      would be required to be so listed if in existence at such dated
      (collectively, "Subsidiaries") (i) has been duly organized or formed, as
      the case may be, is validly existing and is in good standing under the
      laws of its jurisdiction of organization, (ii) has all requisite power and
      authority to carry on its business and to own, lease and operate its
      properties and assets, and (iii) is duly qualified or licensed to do
      business and is in good standing as a foreign corporation, partnership or
      other entity, as the case may be, authorized to do business in each
      jurisdiction in which the nature of such businesses or the ownership or
      leasing of such properties requires such qualification, except where the
      failure to be so qualified would not, individually or in the aggregate,
      have a material adverse effect on (A) the properties, business, prospects,
      operations, earnings, assets, liabilities or condition (financial or
      otherwise) of the Company and its Subsidiaries, taken as a whole, (B) the
      ability of the Company to perform its obligations in all material respects
      under this Agreement (as defined in Section 1(k)) or (C) the validity of
      any of the Agreement or the consummation of any of the transactions
      contemplated therein (each, a "Material Adverse Effect").

            (f)   All of the issued and outstanding shares of capital stock,
      including the Securities, of the Company have been duly authorized and
      validly issued, are fully paid and nonassessable, and were not issued in
      violation of, and are not subject to, any preemptive or similar rights.
      The Securities conform in all material respects to the description thereof
      contained in the Registration Statement. All of the outstanding shares of
      capital stock or other equity interests of each of the Subsidiaries owned,
      directly or indirectly, by the Company are owned free and clear of all
      liens, security interests, mortgages, pledges, charges, equities or claims
      (collectively, "Liens"), other than those imposed by the Securities Act
      and the securities or "Blue Sky" laws of certain domestic or foreign
      jurisdictions. Except as disclosed in the Prospectus, no shares of capital
      stock have been issued in violation of any preemptive rights, rights of
      first refusal or other similar rights to subscribe for or purchase
      securities of the Company. Except as disclosed in the Prospectus, there
      are no authorized or outstanding options, warrants, preemptive rights,
      rights of first refusal or other rights to purchase, or equity or debt
      securities convertible into or exchangeable or exercisable for, any
      capital stock of the Company or any of its Subsidiaries.



                                      -6-
<PAGE>



            (g)   The Company has all requisite corporate power and authority to
      execute, deliver and perform its obligations under this Agreement and to
      consummate the transactions contemplated hereby.

            (h)   This Agreement has been duly and validly authorized, executed
      and delivered by the Company. The sale of Securities has been duly and
      validly authorized by the Company.

            (i)   Neither the Company nor any of its Subsidiaries is in
      violation of its respective certificate of incorporation, by-laws or other
      organizational documents (the "Charter Documents"). Neither the Company
      nor any of its Subsidiaries is (i) in violation of any federal, state,
      local or foreign statute, law (including, without limitation, common law)
      or ordinance, or any judgment, decree, rule, regulation or order
      (collectively, "Applicable Law") of any federal, state, local and other
      governmental authority, governmental or regulatory agency or body, court,
      arbitrator or self-regulatory organization, domestic or foreign (each, a
      "Governmental Authority"), or (ii) in breach of or default under any bond,
      debenture, note or other evidence of indebtedness, indenture, mortgage,
      deed of trust, lease or any other agreement or instrument to which any of
      them is a party or by which any of them or their respective property is
      bound (collectively, "Applicable Agreements"), other than as disclosed in
      the Prospectus or where such violation or breach would not have a Material
      Adverse Effect. There exists no condition that, with the passage of time
      or otherwise, would constitute a violation or default of the types
      referred to above.

            (j)   Neither the execution, delivery or performance of this
      Agreement nor the consummation of any transactions contemplated therein
      will conflict with, violate, constitute a breach of or a default (with the
      passage of time or otherwise) under, require the consent of any person
      (other than consents already obtained) under, result in the imposition of
      a Lien on any assets of the Company or any of its Subsidiaries (except
      pursuant to this Agreement) pursuant to, or result in an acceleration of
      indebtedness under or pursuant to (i) the Charter Documents, (ii) any
      Applicable Agreement or (iii) any Applicable Law, except, in the case of
      clauses (ii) and (iii), as would not have a Material Adverse Effect.

            (k)   When executed and delivered, this Agreement will conform in
      all material respects to the descriptions thereof in the preliminary
      prospectus and the Prospectus.

            (l)   Except as set forth in the preliminary prospectus and the
      Prospectus, no consent, approval, authorization or order of any
      Governmental Authority or third party is required for the issuance and
      sale by the Company of the Securities to the Underwriter or the
      consummation by the Company of the other transactions contemplated hereby,
      except such as have been obtained and such as may be required under state
      securities or "Blue Sky" laws in connection with the purchase and resale
      of the Securities by the Underwriter.

            (m)   Except as set forth in the preliminary prospectus and the
      Prospectus, there is no action, claim, suit, demand, hearing, notice of
      violation or deficiency, or proceeding, domestic or foreign (collectively,


                                      -7-
<PAGE>



      "Proceedings"), pending or, to the knowledge of the Company, threatened,
      that either (i) seeks to restrain, enjoin, prevent the consummation of or
      otherwise challenge any of this Agreement or any of the transactions
      contemplated herein, or (ii) would, individually or in the aggregate, have
      a Material Adverse Effect. The Company is not subject to any judgment,
      order, decree, rule or regulation of any Governmental Authority that
      would, individually or in the aggregate, have a Material Adverse Effect.

            (n)   Each of the Company and its Subsidiaries possesses all
      licenses, permits, certificates, consents, orders, approvals and other
      authorizations from, and has made all declarations and filings with, all
      Governmental Authorities presently required or necessary to own or lease,
      as the case may be, and to operate their respective properties and to
      carry on their respective businesses as now or proposed to be conducted as
      set forth in the Prospectus ("Permits"), except as described in the
      Prospectus or where the failure to obtain such Permits would not,
      individually or in the aggregate, have a Material Adverse Effect; each of
      the Company and its Subsidiaries has fulfilled and performed all of its
      obligations with respect to such Permits and no event has occurred which
      allows, or after notice or lapse of time would allow, revocation or
      termination thereof or results in any other material impairment of the
      rights of the holder of any such Permit; and none of the Company or its
      Subsidiaries has received any notice of any proceeding relating to
      revocation or modification of any such Permit, except as described in the
      Prospectus or except where such revocation or modification would not,
      individually or in the aggregate, have a Material Adverse Effect.

            (o)   All Tax returns required to be filed by the Company and each
      of its Subsidiaries have been filed and all such returns are true,
      complete and correct, except as would not have a Material Adverse Effect.
      All material Taxes that are due from the Company and its Subsidiaries have
      been paid other than those (i) currently payable without penalty or
      interest or (ii) being contested in good faith and by appropriate
      proceedings and for which adequate reserves have been established in
      accordance with GAAP. To the knowledge of the Company, after reasonable
      inquiry, there are no proposed Tax assessments against the Company or any
      of its Subsidiaries that would, individually or in the aggregate, have a
      Material Adverse Effect. The accruals and reserves on the books and
      records of the Company and its respective Subsidiaries in respect of any
      material Tax liability for any period not finally determined are adequate
      to meet any assessments of Tax for any such period. For purposes of this
      Agreement, the term "Tax" and "Taxes" shall mean all federal, state, local
      and foreign taxes, and other assessments of a similar nature (whether
      imposed directly or through withholding), including any interest,
      additions to tax or penalties applicable thereto.

            (p)   The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) material transactions
      are executed in accordance with management's general or specific
      authorization, (ii) material transactions are recorded as necessary to
      permit preparation of financial statements in conformity with GAAP, and to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization and (iv)
      the recorded accountability for assets is compared with the existing


                                      -8-
<PAGE>



      assets at reasonable intervals and appropriate action is taken with
      respect to any material differences.

            (q)   Subsequent to the respective dates as of which information is
      given in the preliminary prospectus and the Prospectus, except as
      disclosed in the preliminary prospectus and the Prospectus, (i) neither
      the Company nor any of its Subsidiaries has incurred any liabilities,
      direct or contingent, that are material, individually or in the aggregate,
      to the Company, or has entered into any transactions not in the ordinary
      course of business, (ii) there has not been any material decrease in the
      capital stock or any material increase in long-term indebtedness or any
      material increase in short-term indebtedness of the Company, or any
      payment of or declaration to pay any dividends or any other distribution
      with respect to the Company, and (iii) there has not been any material
      adverse change in the properties, business, prospects, operations,
      earnings, assets, liabilities or condition (financial or otherwise) of the
      Company and its Subsidiaries in the aggregate (each of clauses (i), (ii)
      and (iii), a "Material Adverse Change"). To the knowledge of the Company
      after reasonable inquiry, there is no event that is reasonably likely to
      occur which, if it were to occur, would, individually or in the aggregate,
      have a Material Adverse Effect except as disclosed in the preliminary
      prospectus and the Prospectus.

            (r)   The Company has not and, to its knowledge after reasonable
      inquiry, no one acting on its behalf has (i) taken, directly or
      indirectly, any action designed to cause or to result in, or that has
      constituted or might reasonably be expected to constitute, the
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of any of the Securities, (ii) sold, bid
      for, purchased, or paid anyone any compensation for soliciting purchases
      of, any of the Securities, or (iii) except as disclosed in the preliminary
      prospectus and the Prospectus, paid or agreed to pay to any person any
      compensation for soliciting another to purchase any other securities of
      the Company.

            (s)   None of the transactions contemplated in this Agreement will
      violate or result in a violation of Section 7 of the Exchange Act
      (including, without limitation, Regulation T (12 C.F.R. Part 220),
      Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of
      the Board of Governors of the Federal Reserve System).

            (t)   The Company is not and, after giving effect to the Prospectus
      and sale of the Securities and the application of the proceeds thereof as
      described in the preliminary prospectus and the Prospectus, will not be an
      "investment company" as defined in the United States Investment Company
      Act of 1940 (the "Investment Company Act").

            (u)   The Company has not engaged any broker, finder, commission
      agent or other person (other than the Underwriter) in connection with the
      Offering, and the Company is not under any obligation to pay any broker's
      fee or commission in connection with the Offering (other than commissions
      or fees to the Underwriter).

            (v)   Each certificate signed by any officer of the Company, or any
      Subsidiary thereof, delivered to the Underwriter shall be deemed a
      representation and warranty by the Company or any such Subsidiary thereof
      (and not individually by such officer) to the Underwriter with respect to
      the matters covered thereby.



                                      -9-
<PAGE>



            (w)   Each of the Company and its Subsidiaries is insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which they are engaged.

            (x)   Each of the Company and each of its Subsidiaries has
      established and maintains "disclosure controls and procedures" (as such
      term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and
      "internal control over financial reporting" (as such term is defined in
      Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls
      and procedures are designed to ensure that material information relating
      to the Company, including its consolidated subsidiaries, is made known to
      each of the Company's chief executive officer and chief financial officer
      by others within the Company, and such disclosure controls and procedures
      are effective to perform the functions for which they were established;
      the Company's independent auditors and board of directors have been
      advised of: (i) all significant deficiencies, if any, in the design or
      operation of internal controls which could adversely affect the Company's
      ability to record, process, summarize and report financial data and (ii)
      all fraud, if any, whether or not material, that involves management or
      other employees who have a role in the Company's internal controls; all
      material weaknesses, if any, in internal controls have been identified to
      the Company's independent auditors; since the date of the most recent
      evaluation of such disclosure controls and procedures and internal
      controls, there have been no significant changes in internal controls or
      in other factors that could significantly affect internal controls,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses; the Company, its Subsidiaries and the Company's
      directors and officers (in their respective capacities as such) are each
      in compliance in all material respects with all applicable effective
      provisions of the Sarbanes-Oxley Act and the rules and regulations of the
      Commission promulgated thereunder.

            (y)   PricewaterhouseCoopers LLP, who have certified the Financial
      Statements, is an independent registered public accounting firm with
      respect to the Company and its Subsidiaries within the applicable rules
      and regulations adopted by the Commission and the Public Accounting
      Oversight Board (United States) and as required by the Securities Act.

            SECTION 2.   Sale and Delivery to the Underwriter; Closing.

            (a)   On the basis of the representations and warranties herein
      contained and subject to the terms and conditions herein set forth, and
      upon confirmation that all conditions to the Concurrent Offering have been
      satisfied and such offering will close concurrently with the Securities
      offering contemplated by this Agreement, the Company agrees to sell to the
      Underwriter and the Underwriter agrees to purchase from the Company the
      Securities at a price of $44.00 per share.

            (b)   The Company and the Underwriter have agreed that the
      information set forth on Schedule A hereto shall be orally conveyed by the
      Underwriter to each purchaser of the Securities (such information the
      "Scripted Information") prior to the Underwriter confirming any sales of
      such Securities.



                                      -10-
<PAGE>



            (c)   Payment of the purchase price and delivery of certificates for
      the Securities shall be made at the offices of Cahill Gordon & Reindel
      LLP, 80 Pine Street, New York, New York 10005, or at such other place as
      shall be agreed upon by the Underwriter and the Company, at 9:00 A.M.
      (Eastern time) on the third business day after the date hereof (unless
      postponed in accordance with the provisions of Section 8), or such other
      time not later than ten business days after such date as shall be agreed
      upon by the Underwriter and the Company (such time and date of payment and
      delivery being herein called "Closing Time").

            Payment shall be made to the Company by wire transfer of immediately
      available funds to a bank account designated by the Company, against
      delivery to the account of the Underwriter of certificates for the
      Securities to be purchased.

            (d)   Certificates for the Securities shall be in such denominations
      and registered in such names as the Underwriter may request in writing at
      least one full business day before the Closing Time. The Securities will
      be made available for examination and packaging by the Underwriter in The
      City of New York not later than 10:00 A.M. (Eastern time) on the business
      day prior to the Closing Time.

            SECTION 3.  Covenants of the Company. The Company, on behalf of
itself and its Subsidiaries, hereby agrees:

            (a)   The Company, subject to Section 3(b), will comply with the
      requirements of Rule 430B and will notify the Underwriter immediately, and
      confirm the notice in writing, (i) when any post-effective amendment to
      the Registration Statement or new registration statement relating to the
      Securities shall become effective, or any supplement to the Prospectus or
      any amended Prospectus shall have been filed, (ii) of the receipt of any
      comments from the Commission, (iii) of any request by the Commission for
      any amendment to the Registration Statement or the filing of a new
      registration statement or any amendment or supplement to the Prospectus or
      any document incorporated by reference therein or otherwise deemed to be a
      part thereof or for additional information, (iv) of the issuance by the
      Commission of any stop order suspending the effectiveness of the
      Registration Statement or such new registration statement or of any order
      preventing or suspending the use of any preliminary prospectus, or of the
      suspension of the qualification of the Securities for offering or sale in
      any jurisdiction, or of the initiation or threatening of any proceedings
      for any of such purposes or of any examination pursuant to Section 8(e) of
      the Securities Act concerning the Registration Statement and (v) if the
      Company becomes the subject of a proceeding under Section 8A of the
      Securities Act in connection with the offering of the Securities. The
      Company will effect the filings required under Rule 424(b), in the manner
      and within the time period required by Rule 424(b) (without reliance on
      Rule 424(b)(8)), and will take such steps as it deems necessary to
      ascertain promptly whether the form of prospectus transmitted for filing
      under Rule 424(b) was received for filing by the Commission and, in the
      event that it was not, it will promptly file such prospectus. The Company
      will make every reasonable effort to prevent the issuance of any stop
      order and, if any stop order is issued, to obtain the lifting thereof at
      the earliest possible moment. The Company shall pay the required
      Commission filing fees relating to the Securities within the time required
      by Rule 456(b)(1) (i) of the Securities Act Regulations without regard to


                                      -11-
<PAGE>



      the proviso therein and otherwise in accordance with Rules 456(b) and
      457(r) of the Securities Act Regulations (including, if applicable, by
      updating the "Calculation of Registration Fee" table in accordance with
      Rule 456(b)(1)(ii) either in a post-effective amendment to the
      Registration Statement or on the cover page of a prospectus filed pursuant
      to Rule 424(b)).

            (b)   The Company will give the Underwriter notice of its intention
      to file or prepare any amendment to the Registration Statement or new
      registration statement relating to the Securities or any amendment,
      supplement or revision to either any preliminary prospectus (including any
      prospectus included in the Original Registration Statement or amendment
      thereto at the time it became effective) or to the Prospectus, whether
      pursuant to the Securities Act, the Exchange Act or otherwise, and the
      Company will furnish the Underwriter with copies of any such documents a
      reasonable amount of time prior to such proposed filing or use, as the
      case may be, and will not file or use any such document to which the
      Underwriter or counsel for the Underwriter shall reasonably object. The
      Company has given the Underwriter notice of any filings made pursuant to
      the Exchange Act or Exchange Act Regulations within 48 hours prior to the
      Applicable Time; the Company will give the Underwriter notice of its
      intention to make any such filing from the Applicable Time to the Closing
      Time and will furnish the Underwriter with copies of any such documents a
      reasonable amount of time prior to such proposed filing and will not file
      or use any such document to which the Underwriter or counsel for the
      Underwriter shall reasonably object.

            (c)   The Company has furnished or will deliver to the Underwriter
      and counsel for the Underwriter, without charge, signed copies of the
      Original Registration Statement and of each amendment thereto (including
      exhibits filed therewith or incorporated by reference therein and
      documents incorporated or deemed to be incorporated by reference therein
      or otherwise deemed to be a part thereof) and signed copies of all
      consents and certificates of experts, and will also deliver to the
      Underwriter, without charge, a conformed copy of the Original Registration
      Statement and of each amendment thereto (without exhibits) for the
      Underwriter. The copies of the Original Registration Statement and each
      amendment thereto furnished to the Underwriter will be identical to the
      electronically transmitted copies thereof filed with the Commission
      pursuant to EDGAR, except to the extent permitted by Regulation S-T.

            (d)   The Company has delivered to the Underwriter, without charge,
      as many copies of each preliminary prospectus as the Underwriter
      reasonably requested, and the Company hereby consents to the use of such
      copies for purposes permitted by the Securities Act. The Company will
      furnish to the Underwriter, without charge, during the period when the
      Prospectus is required to be delivered under the Securities Act, such
      number of copies of the Prospectus (as amended or supplemented) as the
      Underwriter may reasonably request. The Prospectus and any amendments or
      supplements thereto furnished to the Underwriter will be identical to the
      electronically transmitted copies thereof filed with the Commission
      pursuant to EDGAR, except to the extent permitted by Regulation S-T.


                                      -12-
<PAGE>



            (e)   The Company will comply with the Securities Act and the
      Securities Act Regulations, the Exchange Act and the Exchange Act
      Regulations so as to permit the completion of the distribution of the
      Securities as contemplated in this Agreement and in the Prospectus. If at
      any time when a prospectus is required by the Securities Act to be
      delivered in connection with sales of the Securities, any event shall
      occur or condition shall exist as a result of which it is necessary, in
      the opinion of counsel for the Underwriter or for the Company, to amend
      the Registration Statement or amend or supplement the Prospectus in order
      that the Prospectus will not include any untrue statements of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein not misleading in the light of the circumstances
      existing at the time it is delivered to a purchaser, or if it shall be
      necessary, in the opinion of such counsel, at any such time to amend the
      Registration Statement or to file a new registration statement or amend or
      supplement the Prospectus in order to comply with the requirements of the
      Securities Act or the Securities Act Regulations, the Company will
      promptly prepare and file with the Commission, subject to Section 3(b),
      such amendment, supplement or new registration statement as may be
      necessary to correct such statement or omission or to comply with such
      requirements, the Company will use its reasonable best efforts to have
      such amendment or new registration statement declared effective as soon as
      practicable (if it is not an automatic shelf registration statement with
      respect to the Securities) and the Company will furnish to the Underwriter
      such number of copies of such amendment, supplement or new registration
      statement as the Underwriter may reasonably request. If at any time
      following issuance of an Issuer Free Writing Prospectus there occurred or
      occurs an event or development as a result of which such Issuer Free
      Writing Prospectus conflicted or would conflict with the information
      contained in the Registration Statement (or any other registration
      statement relating to the Securities) or the Statutory Prospectus or any
      preliminary prospectus or included or would include an untrue statement of
      a material fact or omitted or would omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances prevailing at that subsequent time, not misleading, the
      Company will promptly notify the Underwriter and will promptly amend or
      supplement, at its own expense, such Issuer Free Writing Prospectus to
      eliminate or correct such conflict, untrue statement or omission.

            (f)   The Company will use its reasonable best efforts, in
      cooperation with the Underwriter, to qualify the Securities for offering
      and sale under the applicable securities laws of such states and other
      jurisdictions as the Underwriter may designate and to maintain such
      qualifications in effect for a period of not less than one year from the
      date hereof; provided, however, that the Company shall not be obligated to
      file any general consent to service of process or to qualify as a foreign
      corporation or as a dealer in securities in any jurisdiction in which it
      is not so qualified or so subject itself to taxation in respect of doing
      business in any jurisdiction in which it is not otherwise so subject. The
      Company will also supply the Underwriter with such information as is
      necessary for the determination of the legality of the Securities for
      investment under the laws of such jurisdictions as the Underwriter may
      request.

            (g)   The Company will timely file such reports pursuant to the
      Exchange Act as are necessary in order to make generally available to its
      securityholders as soon as practicable an earnings statement for the



                                      -13-
<PAGE>



      purposes of, and to provide to the Underwriter the benefits contemplated
      by, the last paragraph of Section 11(a) of the Securities Act.

            (h)   The Company will use the net proceeds received by it from the
      sale of the Securities in the manner specified in the Prospectus under
      "Use of Proceeds."

            (i)   The Company, during the period when the Prospectus is required
      to be delivered under the Securities Act, will file all documents required
      to be filed with the Commission pursuant to the Exchange Act within the
      time periods required by the Exchange Act and the Exchange Act
      Regulations.

            (j)   The Company represents and agrees that, unless it obtains the
      prior consent of the Underwriter, and the Underwriter represents and
      agrees that, unless it obtains the prior consent of the Company, it has
      not made and will not make any offer relating to the Securities that would
      constitute an "issuer free writing prospectus," as defined in Rule 433, or
      that would otherwise constitute a "free writing prospectus," as defined in
      Rule 405, required to be filed with the Commission; provided, however,
      that the Underwriter is authorized to use the information with respect to
      the final terms of the Securities in communications conveying information
      relating to the offering to investors. Any such free writing prospectus
      consented to by the Company and the Underwriter is hereinafter referred to
      as a "Permitted Free Writing Prospectus." The Company represents that it
      has treated or agrees that it will treat each Permitted Free Writing
      Prospectus as an "issuer free writing prospectus," as defined in Rule 433,
      and has complied and will comply with the requirements of Rule 433
      applicable to any Permitted Free Writing Prospectus, including timely
      filing with the Commission where required, legending and record keeping.

            (k)   The Company will use its best efforts to effect the listing of
      the Securities on the New York Stock Exchange.

            (l)   The Company represents and agrees that, for a period of 60
      days from the date hereof, it will not, directly or indirectly, without
      the prior written consent of the Underwriter, dispose of any of its
      Securities or any securities convertible into or exercisable or
      exchangeable for its Securities, except for the issuance of Securities or
      securities convertible into or exercisable or exchangeable for Securities
      pursuant to compensatory plans currently in place and upon the exercise of
      options or conversion, exercise or exchange of securities outstanding on
      the date hereof.

            SECTION 4.  Conditions of Underwriter's Obligations. The obligations
of the Underwriter hereunder are subject to the satisfaction or waiver of each
of the following conditions:

            (a)   The Registration Statement has become effective and at Closing
      Time no stop order suspending the effectiveness of the Registration
      Statement shall have been issued under the Securities Act or proceedings
      therefor initiated or threatened by the Commission, and any request on the
      part of the Commission for additional information shall have been complied
      with to the reasonable satisfaction of counsel to the Underwriter. A
      prospectus containing the Rule 430B Information shall have been filed with


                                      -14-
<PAGE>



      the Commission in the manner and within the time period required by Rule
      424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment
      providing such information shall have been filed and become effective in
      accordance with the requirements of Rule 430B). The Company shall have
      paid the required Commission filing fees relating to the Securities within
      the time period required by Rule 456(1)(i) of the Securities Act
      Regulations without regard to the proviso therein and otherwise in
      accordance with Rules 456(b) and 457(r) of the Securities Act Regulations
      and, if applicable, shall have updated the "Calculation of Registration
      Fee" table in accordance with Rule 456(b)(1)(ii) either in a
      post-effective amendment to the Registration Statement or on the cover
      page of a prospectus filed pursuant to Rule 424(b).

            (b)   All the representations and warranties of the Company and its
      Subsidiaries contained in this Agreement and in this Agreement shall be
      true and correct in all material respects as of the date hereof and at the
      Closing Time. On or prior to the Closing Time, the Company shall have
      performed or complied with all of the agreements and satisfied all
      conditions on their respective parts to be performed, complied with or
      satisfied pursuant to this Agreement.

            (c)   No injunction, restraining order or order of any nature by a
      Governmental Authority shall have been issued as of the Closing Time that
      would prevent or materially interfere with the consummation of the
      Offering or any of the transactions contemplated under this Agreement.

            (d)   No action shall have been taken and no Applicable Law shall
      have been enacted, adopted or issued that would, as of the Closing Time,
      prevent the consummation of the Offering. No Proceeding shall be pending
      or, to the knowledge of the Company, threatened other than Proceedings
      that (A) if adversely determined would not, individually or in the
      aggregate, adversely affect the issuance or marketability of the
      Securities, and (B) would not, individually or in the aggregate, have a
      Material Adverse Effect.

            (e)   Subsequent to the respective dates as of which data and
      information are given in the preliminary prospectus and Prospectus, there
      shall not have been any Material Adverse Change.

            (f)   The Underwriter shall have received as of the Closing Time:

                  (i)   certificates dated as of the Closing Time, signed by (1)
            the Chief Executive Officer and (2) the principal financial or
            accounting officer of the Company, on behalf of the Company, to the
            effect that (a) the representations and warranties set forth in
            Section 1 hereof are true and correct in all material respects with
            the same force and effect as though expressly made at and as of the
            Closing Time, (b) the Company has complied with all agreements and
            satisfied all conditions in all material respects on its part to be
            performed or satisfied at or prior to the Closing Time, (c) as of
            the Closing Time, since the date hereof or since the date of the
            most recent financial statements in the preliminary prospectus and
            Prospectus (exclusive of any amendment or supplement thereto after
            the date hereof) no event or events have occurred, no information
            has become known nor does any condition exist that, individually or


                                      -15-
<PAGE>



            in the aggregate, would have a Material Adverse Effect, (d) since
            the date of the most recent financial statements in the preliminary
            prospectus and Prospectus (exclusive of any amendment or supplement
            thereto after the date hereof), other than as described in the
            preliminary prospectus and Prospectus or contemplated hereby,
            neither the Company nor any Subsidiary of the Company has incurred
            any liabilities or obligations, direct or contingent, not in the
            ordinary course of business, that are material to the Company and
            its Subsidiaries, taken as a whole, or entered into any transactions
            not in the ordinary course of business that are material to the
            business, condition (financial or otherwise) or results of
            operations or prospects of the Company and its Subsidiaries, taken
            as a whole, and there has not been any change in the capital stock
            or long-term indebtedness of the Company or any Subsidiary of the
            Company that is material to the business, condition (financial or
            otherwise) or results of operations or prospects of the Company and
            its Subsidiaries, taken as a whole, and (e) the sale of the
            Securities has not been enjoined (temporarily or permanently);

                  (ii)  a certificate, dated as of the Closing Time, executed by
            the Secretary of the Company, certifying such matters as the
            Underwriter may reasonably request;

                  (iii) the opinion of Weil Gotshal & Manges LLP, counsel to the
            Company, dated as of the Closing Time, in form satisfactory to the
            Underwriter covering such matters as are customarily covered in such
            opinions;

                  (iv)  an opinion, dated as of the Closing Time, of Cahill
            Gordon & Reindel LLP, counsel to the Underwriter, in form
            satisfactory to the Underwriter covering such matters as are
            customarily covered in such opinions.

            (g)   The Underwriter shall have received from
      PricewaterhouseCoopers LLP, independent auditors, with respect to the
      Company, a customary comfort letter, dated as of the date hereof, in form
      and substance reasonably satisfactory to the Underwriter, with respect to
      the financial statements and certain financial information contained in
      the preliminary prospectus and the Prospectus.

            (h)   The Underwriter shall have received from
      PricewaterhouseCoopers LLP, independent auditors, with respect to the
      Company, a letter, dated as of the Closing Time, in form and substance
      reasonably satisfactory to the Underwriter, to the effect that they
      reaffirm the statements made in the letter furnished by them pursuant to
      subsection (i) of this Section 4, except that (i) it shall cover the
      financial information in the Prospectus and (ii) the specified date
      referred to therein for the carrying out of procedures shall be no more
      than three business days prior to the Closing Time, as the case may be.

            (i)   This Agreement shall have been executed and delivered by all
      parties thereto, and the Underwriter shall have received a fully executed
      original of this Agreement.





                                      -16-
<PAGE>



            (j)   The Underwriter shall have received copies of all opinions,
      certificates, letters and other documents delivered under or in connection
      with the Offering or any transaction contemplated in this Agreement.

            (k)   The terms of this Agreement and the Securities shall conform
      in all material respects to the description thereof in the preliminary
      prospectus and Prospectus.

            (l)   For the period from and after effectiveness of this Agreement
      and prior to the Closing Date, no stop order suspending the effectiveness
      of the Registration Statement or any post-effective amendment to the
      Registration Statement, shall be in effect and no proceedings for such
      purpose shall have been instituted or threatened by the Commission.

            (m)   At Closing Time, the Securities shall have been approved for
      listing on the New York Stock Exchange, subject only to official notice of
      issuance.

            SECTION 5.  Indemnification and Contribution.

            (a)   The Company agrees to indemnify and hold harmless the
      Underwriter, and each person, if any, who controls the Underwriter within
      the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act, against any losses, claims, damages or liabilities of any
      kind to which the Underwriter or such controlling person may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar
      as any such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon:

                  (i)   any untrue statement or alleged untrue statement of any
            material fact contained in the Registration Statement, any
            preliminary prospectus, the Prospectus or any amendment or
            supplement thereto; or

                  (ii)  the omission or alleged omission to state, in the
            Registration Statement, any preliminary prospectus, the Prospectus
            or any amendment or supplement thereto, a material fact required to
            be stated therein or necessary to make the statements therein, in
            light of the circumstances under which they were made, not
            misleading, and, subject to the provisions hereof, will reimburse,
            as incurred, the Underwriter and each such controlling person for
            any legal or other expenses reasonably incurred by the Underwriter
            or such controlling person in connection with investigating,
            defending against or appearing as a third-party witness in
            connection with any such loss, claim, damage, liability or action in
            respect thereof; provided, however, the Company will not be liable
            in any such case to the extent (but only to the extent) that any
            such loss, claim, damage or liability is finally judicially
            determined by a court of competent jurisdiction in a final,
            unappealable judgment, to have resulted solely from (x) any untrue
            statement or alleged untrue statement or omission or alleged
            omission made in the Registration Statement, any preliminary
            prospectus, the Prospectus or any amendment or supplement thereto in
            reliance upon and in conformity with written information concerning
            the Underwriter furnished to the Company by the Underwriter
            specifically for use therein or (y) the failure of the Underwriter


                                      -17-
<PAGE>



            to convey the Scripted Information as contemplated by Section 2(b).
            This indemnity agreement will be in addition to any liability that
            the Company may otherwise have to the indemnified parties. The
            Company shall not be liable under this Section 5 for any settlement
            of any claim or action effected without their prior written consent,
            which shall not be unreasonably withheld.

            (b)   The Underwriter agrees to indemnify and hold harmless each of
      the Company, its directors, its officers who sign the Registration
      Statement and each person, if any, who controls the Company within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act against any losses, claims, damages or liabilities to which the
      Company or any such director, officer or controlling person may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) are finally judicially determined by a court of competent
      jurisdiction in a final, unappealable judgment, to have resulted solely
      from:

                  (i)   any untrue statement or alleged untrue statement of any
            material fact contained in the Registration Statement, any
            preliminary prospectus, the Prospectus or any amendment or
            supplement thereto; or

                  (ii)  the omission or the alleged omission to state therein a
            material fact required to be stated in the Registration Statement,
            any preliminary prospectus, the Prospectus or any amendment or
            supplement thereto or necessary to make the statements therein not
            misleading, in each case to the extent (but only to the extent) that
            such untrue statement or alleged untrue statement or omission or
            alleged omission was made in reliance upon and in conformity with
            written information concerning such Underwriter, furnished to the
            Company or its agents by the Underwriter specifically for use
            therein; and, subject to the limitation set forth immediately
            preceding this clause, will reimburse, as incurred, any legal or
            other expenses incurred by the Company or any such director, officer
            or controlling person in connection with any such loss, claim,
            damage, liability or action in respect thereof. This indemnity
            agreement will be in addition to any liability that the Underwriter
            may otherwise have to the indemnified parties; or

                  (iii) the failure to convey any of the Scripted Information as
            contemplated by Section 2(b).

            (c)   As promptly as reasonably practicable after receipt by an
      indemnified party under this Section 5 of notice of the commencement of
      any action for which such indemnified party is entitled to indemnification
      under this Section 5, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 5,
      notify the indemnifying party of the commencement thereof in writing; but
      the omission to so notify the indemnifying party (i) will not relieve such
      indemnifying party from any liability under paragraph (a) or (b) above
      unless and only to the extent it is materially prejudiced as a result
      thereof and (ii) will not, in any event, relieve the indemnifying party
      from any obligations to any indemnified party other than the
      indemnification obligation provided in paragraphs (a) and (b) above. In


                                      -18-
<PAGE>



      case any such action is brought against any indemnified party, and it
      notifies the indemnifying party of the commencement thereof, the
      indemnifying party will be entitled to participate therein and, to the
      extent that it may determine, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof, with counsel reasonably
      satisfactory to such indemnified party; provided, however, that if (A) the
      use of counsel chosen by the indemnifying party to represent the
      indemnified party would present such counsel with a conflict of interest,
      (B) the defendants in any such action include both the indemnified party
      and the indemnifying party, and the indemnified party shall have been
      advised by counsel in writing that there may be one or more legal defenses
      available to it and/or other indemnified parties that are different from
      or additional to those available to the indemnifying party, or (C) the
      indemnifying party shall not have employed counsel reasonably satisfactory
      to the indemnified party to represent the indemnified party within a
      reasonable time after receipt by the indemnifying party of notice of the
      institution of such action, then, in each such case, the indemnifying
      party shall not have the right to direct the defense of such action on
      behalf of such indemnified party or parties and such indemnified party or
      parties shall have the right to select separate counsel to defend such
      action on behalf of such indemnified party or parties at the expense of
      the indemnifying party. After notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof and
      approval by such indemnified party of counsel appointed to defend such
      action, the indemnifying party will not be liable to such indemnified
      party under this Section 5 for any legal or other expenses, other than
      reasonable costs of investigation, subsequently incurred by such
      indemnified party in connection with the defense thereof, unless (i) the
      indemnified party shall have employed separate counsel in accordance with
      the proviso to the immediately preceding sentence (it being understood,
      however, that in connection with such action the indemnifying party shall
      not be liable for the expenses of more than one separate counsel (in
      addition to local counsel) in any one action or separate but substantially
      similar actions in the same jurisdiction arising out of the same general
      allegations or circumstances, designated by the Underwriter in the case of
      paragraph (a) of this Section 5 or the Company in the case of paragraph
      (b) of this Section 5, representing the indemnified parties under such
      paragraph (a) or paragraph (b), as the case may be, who are parties to
      such action or actions) or (ii) the indemnifying party has authorized in
      writing the employment of counsel for the indemnified party at the expense
      of the indemnifying party. After such notice from the indemnifying party
      to such indemnified party, the indemnifying party will not be liable for
      the costs and expenses of any settlement of such action effected by such
      indemnified party without the prior written consent of the indemnifying
      party (which consent shall not be unreasonably withheld), unless such
      indemnified party waived in writing its rights under this Section 5, in
      which case the indemnified party may effect such a settlement without such
      consent.

            (d)   No indemnifying party shall be liable under this Section 5 for
      any settlement of any claim or action (or threatened claim or action)
      effected without its written consent, which shall not be unreasonably
      withheld, but if a claim or action settled with its written consent, or if
      there be a final judgment for the plaintiff with respect to any such claim
      or action, each indemnifying party jointly and severally agrees, subject
      to the exceptions and limitations set forth above, to indemnify and hold
      harmless each indemnified party from and against any and all losses,
      claims, damages or liabilities (and legal and other expenses as set forth


                                      -19-
<PAGE>



      above) incurred by reason of such settlement or judgment. No indemnifying
      party shall, without the prior written consent of the indemnified party
      (which consent shall not be unreasonably withheld), effect any settlement
      or compromise of any pending or threatened proceeding in respect of which
      the indemnified party is or could have been a party, or indemnity could
      have been sought hereunder by the indemnified party, unless such
      settlement (A) includes an unconditional written release of the
      indemnified party, in form and substance satisfactory to the indemnified
      party, from all liability on claims that are the subject matter of such
      proceeding and (B) does not include any statement as to an admission of
      fault, culpability or failure to act by or on behalf of the indemnified
      party.

            (e)   In circumstances in which the indemnity agreement provided for
      in the preceding paragraphs of this Section 5 is unavailable to, or
      insufficient to hold harmless, an indemnified party in respect of any
      losses, claims, damages or liabilities (or actions in respect thereof),
      each indemnifying party, in order to provide for just and equitable
      contributions, shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect (i) the relative benefits received by the
      indemnifying party or parties, on the one hand, and the indemnified party,
      on the other, from the Offering or (ii) if the allocation provided by the
      foregoing clause (i) is not permitted by applicable law, not only such
      relative benefits but also the relative fault of the indemnifying party or
      parties, on the one hand, and the indemnified party, on the other, in
      connection with the statements or omissions or alleged statements or
      omissions that resulted in such losses, claims, damages or liabilities (or
      actions in respect thereof). The relative benefits received by the
      Company, on the one hand, and the Underwriter, on the other, shall be
      deemed to be in the same proportion as the total proceeds from the
      Offering (before deducting expenses) received by the Company bear to the
      total discounts and commissions received by the Underwriter. The relative
      fault of the parties shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or the omission or alleged omission to state a material fact relates to
      information supplied by the Company, on the one hand, or the Underwriter,
      on the other, the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission or alleged statement or omissions, and any other equitable
      considerations appropriate in the circumstances.

            (f)   The Company and the Underwriter agree that it would not be
      equitable if the amount of such contribution determined pursuant to the
      immediately preceding paragraph (e) were determined by pro rata or per
      capita allocation or by any other method of allocation that does not take
      into account the equitable considerations referred to in the first
      sentence of the immediately preceding paragraph (e). Notwithstanding any
      other provision of this Section 5, the Underwriter shall not be obligated
      to make contributions hereunder that in the aggregate exceed the total
      discounts, commissions and other compensation received by such Underwriter
      under this Agreement, less the aggregate amount of any damages that such
      Underwriter has otherwise been required to pay by reason of the untrue or
      alleged untrue statements or the omissions or alleged omissions to state a
      material fact. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent


                                      -20-
<PAGE>



      misrepresentation. For purposes of the immediately preceding paragraph
      (e), each person, if any, who controls the Underwriter within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act
      shall have the same rights to contribution as the Underwriter, and each
      director of the Company, each officer of the Company who shall have signed
      the Registration Statement and each person, if any, who controls the
      Company within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act, shall have the same rights to contribution as the
      Company.

            SECTION 6. Representations, Warranties and Agreements to Survive.
The representations and warranties, covenants, indemnities and contribution and
expense reimbursement provisions and other agreements, representations and
warranties of the Company set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive, regardless of
(i) any investigation, or statement as to the results thereof, made by or on
behalf of the Underwriter, (ii) acceptance of the Securities, and payment for
them hereunder, and (iii) any termination of this Agreement.

            SECTION 7. Termination of Agreement. The Underwriter may terminate
this Agreement at any time prior to the Closing Time by written notice to the
Company if any of the following has occurred:

            (a)   since the date hereof, any Material Adverse Effect or
      development involving or reasonably expected to result in a prospective
      Material Adverse Effect that could, in the Underwriter's reasonable
      judgment, be expected to make (i) it impracticable or inadvisable to
      proceed with the offering or delivery of the Securities on the terms and
      in the manner contemplated in the preliminary prospectus and Prospectus,
      or (ii) materially impair the investment quality of any of the Securities;

            (b)   the failure of the Company to satisfy the conditions contained
      in Section 4(b) hereof on or prior to the Closing Time;

            (c)   any outbreak or escalation of hostilities or other national or
      international calamity or crisis, including acts of terrorism, or material
      adverse change or disruption in economic conditions in, or in the
      financial markets of, the United States (it being understood that any such
      change or disruption shall be relative to such conditions and markets as
      in effect on the date hereof), if the effect of such outbreak, escalation,
      calamity, crisis, act or material adverse change in the economic
      conditions in, or in the financial markets of, the United States could be
      reasonably expected to make it, in the Underwriter's judgment,
      impracticable or inadvisable to market or proceed with the offering or
      delivery of the Securities on the terms and in the manner contemplated in
      the preliminary prospectus and Prospectus or to enforce contracts for the
      sale of any of the Securities;

            (d)   trading in the Company's common stock shall have been
      suspended by the Commission or the New York Stock Exchange or the
      suspension or limitation of trading generally in securities on the New
      York Stock Exchange, the American Stock Exchange or the NASDAQ Stock
      Market or any setting of limitations on prices for securities on any such
      exchange;



                                      -21-
<PAGE>



            (e)   the enactment, publication, decree or other promulgation after
      the date hereof of any Applicable Law that in the Underwriter's counsel's
      reasonable opinion materially and adversely affects, or could be
      reasonably expected to materially and adversely affect, the properties,
      business, prospects, operations, earnings, assets, liabilities or
      condition (financial or otherwise) of the Company and its Subsidiaries,
      taken as a whole;

            (f)   the declaration of a banking moratorium by any Governmental
      Authority; or the taking of any action by any Governmental Authority after
      the date hereof in respect of its monetary or fiscal affairs that in the
      Underwriter's opinion could reasonably be expected to have a material
      adverse effect on the financial markets in the United States or elsewhere.

            SECTION 8.  Default by the Underwriter. If the Underwriter shall
breach its obligations to purchase the Securities that it has agreed to purchase
hereunder as of the Closing Time and arrangements satisfactory to the Company
for the purchase of such Securities are not made within 36 hours after such
default, this Agreement shall terminate with respect to such Underwriter without
liability on the part of the Company. Nothing herein shall relieve the
Underwriter from liability for its default.

            SECTION 9.  No Fiduciary Relationship. The Company hereby
acknowledges that the Underwriter is acting solely as underwriter in connection
with the purchase and sale of the Securities. The Company further acknowledges
that the Underwriter is acting pursuant to a contractual relationship created
solely by this Agreement entered into on an arm's length basis, and in no event
do the parties intend that the Underwriter act or be responsible as a fiduciary
to either of the Companies or their respective management, stockholders or
creditors or any other person in connection with any activity that the
Underwriter may undertake or have undertaken in furtherance of the purchase and
sale of the Securities, either before or after the date hereof. The Underwriter
hereby expressly disclaims any fiduciary or similar obligations to either of the
companies, either in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions, and the Company hereby
confirms its understanding and agreement to that effect. The Company and the
Underwriter agree that they are each responsible for making their own
independent judgments with respect to any such transactions and that any
opinions or views expressed by the Underwriter to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect
to the price or market for the Securities, do not constitute advice or
recommendations to the Company. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that either of the Company may have
against the Underwriter with respect to any breach or alleged breach of any
fiduciary or similar duty to the Company in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions.

            SECTION 10.  Payment of Expenses.

            (a)   Expenses. The Company will pay all expenses incident to the
      performance of its obligations under this Agreement, including (i) the
      preparation, printing and filing of the Registration Statement (including
      financial statements and exhibits) as originally filed and of each
      amendment thereto, (ii) the preparation, printing and delivery to the


                                      -22-
<PAGE>



      Underwriter of this Agreement, the preliminary prospectus and the
      Prospectus and such other documents as may be required in connection with
      the offering, purchase, sale, issuance or delivery of the Securities,
      (iii) the preparation, issuance and delivery of the certificates for the
      Securities to the Underwriter, (iv) the fees and disbursements of the
      Company's counsel, accountants and other advisors, (v) the qualification
      of the Securities under securities laws in accordance with the provisions
      of Section 3(f) hereof, including filing fees and the reasonable fees and
      disbursements of counsel for the Underwriter in connection therewith (vi)
      the printing and delivery to the Underwriter of copies of each preliminary
      prospectus, any Permitted Free Writing Prospectus and of the Prospectus
      and any amendments or supplements thereto and any costs associated with
      electronic delivery of any of the foregoing by the Underwriter to
      investors and (vii) the costs and expenses of the Company relating to
      investor presentations on any "road show" undertaken in connection with
      the marketing of the Securities, including without limitation, expenses
      associated with the production of road show slides and graphics, fees and
      expenses of any consultants engaged in connection with the road show
      presentations, travel and lodging expenses of the representatives and
      officers of the Company and any such consultants, and the cost of aircraft
      and other transportation chartered in connection with the road show.

            SECTION 11.  Integration. This Agreement supersedes all prior
agreements and understandings (whether written or oral) between the Company and
the Underwriter with respect to the subject matter hereof.

            SECTION 12.  Miscellaneous.

            (a)   Notices given pursuant to any provision of this Agreement
      shall be addressed as follows: (i) if sent to the Underwriter, to:
      Jefferies & Company, Inc., 520 Madison Avenue, New York, New York 10022,
      fax no. 212-284-2280, Attention: Josh Targoff, with a copy to Cahill
      Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, fax no.:
      212-269-2372; Attention: Gerald S. Tanenbaum (which does not constitute
      notice); or (ii) if sent to the Company, to: Leucadia National
      Corporation, 315 Park Avenue South, 20th Floor, New York, New York 10010,
      fax no. 212-598-3245, Attention: Joseph E. Steinberg, with a copy to Weil,
      Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, fax no.:
      212-310-8007, Attention: Andrea Bernstein (which does not constitute
      notice), or in any case to such other address as the person to be notified
      may have requested in writing.

            (b)   This Agreement has been and is made solely for the benefit of
      and shall be binding upon the Company, the Underwriter and, to the extent
      provided in Section 5 hereof, the controlling persons, officers,
      directors, partners, employees, representatives and agents referred to in
      Section 5, and their respective heirs, executors, administrators,
      successors and assigns, all as and to the extent provided in this
      Agreement, and no other person shall acquire or have any right under or by
      virtue of this Agreement. The term "successors and assigns" shall not
      include a purchaser of any of the Securities from the Underwriter merely
      because of such purchase.



                                      -23-
<PAGE>



            (c)   THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE
      TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO
      PRINCIPLES OF CONFLICTS OF LAW.

            (d)   This Agreement may be signed in various counterparts which
      together shall constitute one and the same instrument.

            (e)   The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (f)   If any term, provision, covenant or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the
      parties hereto shall use their best efforts to find and employ an
      alternative means to achieve the same or substantially the same result as
      that contemplated by such term, provision, covenant or restriction. It is
      hereby stipulated and declared to be the intention of the parties that
      they would have executed the remaining terms, provisions, covenants and
      restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (g)   This Agreement may be amended, modified or supplemented, and
      waivers or consents to departures from the provisions hereof may be given,
      provided that the same are in writing and signed by all of the signatories
      hereto.
















                                      -24-
<PAGE>



            Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Underwriter.


                                         Very truly yours,

                                         LEUCADIA NATIONAL CORPORATION



                                         By:  /s/  Barbara L. Lowenthal
                                             -----------------------------------
                                             Name:  Barbara L. Lowenthal
                                             Title: Vice President


Accepted and Agreed to:
JEFFERIES & COMPANY, INC.


By:  /s/  David J. Losito
    -----------------------------------
    Name:  David J. Losito
    Title: Managing Director


























                                      -25-
<PAGE>



                                   SCHEDULE A

                          LEUCADIA NATIONAL CORPORATION

                          5,500,000 common shares, par
                              value $1.00 per share

            1.    Jefferies & Company, Inc. is underwriting 5,500,000 common
      shares of the Company at an initial public offering price of $45.50 per
      share.

            2.    The estimated aggregate net proceeds to the Company from the
      sale of the common shares is $241.8 million.

            We expect delivery of the Common Shares will be made through The
Depositary Trust Company in New York on or about September 25, 2007.



<PAGE>




                                   SCHEDULE B

                                      None.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>mm09-2107_8ke12.txt
<DESCRIPTION>EX.1.2 - UNDERWRITING AGREEMENT (NOTES)
<TEXT>
                                                                     EXHIBIT 1.2
                                                                     -----------


================================================================================











                          LEUCADIA NATIONAL CORPORATION

                            (a New York corporation)

                          8-1/8% Senior Notes due 2015







                             UNDERWRITING AGREEMENT














Dated:  September 20, 2007



================================================================================



<PAGE>



                          LEUCADIA NATIONAL CORPORATION

                            (A NEW YORK CORPORATION)

                                  $500,000,000

                          8-1/8% SENIOR NOTES DUE 2015


                             UNDERWRITING AGREEMENT
                             ----------------------

                                                              September 20, 2007

JEFFERIES & COMPANY, INC.
520 Madison Avenue
New York, New York  10022

Ladies and Gentlemen:

            Leucadia National Corporation, a New York corporation (the
"Company"), confirms its agreement (the "Agreement") with Jefferies & Company,
Inc. (the "Underwriter"), with respect to the issue and sale by the Company and
the purchase by the Underwriter of $500,000,000 aggregate principal amount of
the Company's Senior Notes due 2015 (the "Securities"). The Securities are to be
issued pursuant to an indenture to be dated as of September 25, 2007 (the
"Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee"). Concurrent with the such issuance and sale, the Company intends to
sell and the Underwriter intends to purchase 5,500,000 shares of its common
shares, par value $1.00 per share (the "Concurrent Offering") such sale and
purchase to be subject to the terms and conditions of a separate underwriting
agreement to be entered into by the Company and the Underwriter and the closing
of which shall be a condition to the sale and offer of the Securities
contemplated hereby.

            The Company understands that the Underwriter proposes to make a
public offering of the Securities (the "Offering") as soon as it deems advisable
after this Agreement has been executed and delivered and the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").

            The Company has filed with the Securities and Exchange Commission
(the "Commission") an automatic shelf registration statement on Form S-3
(Registration No. 333-145668) relating to the Securities and has filed with, or
transmitted for filing to, or shall promptly hereafter file with or transmit for
filing to, the Commission (i) a related prospectus dated August 24, 2007 (the
"Base Prospectus") and (ii) a prospectus supplement (the "Prospectus
Supplement") specifically relating to the Securities pursuant to Rule 430B and
Rule 424 under the Securities Act of 1933, as amended (the "Securities Act").
Any information included in such prospectus that was omitted from such
registration statement at the time it became effective but that is deemed to be
part of and included in such registration statement pursuant to Rule 430B is
referred to as "Rule 430B Information." Each prospectus used in connection with
the offering of the Securities that omitted Rule 430B Information is herein
called a "preliminary prospectus." Such registration statement, at any given
time, including the amendments thereto at such time, the exhibits and any
schedules thereto at such time, the documents incorporated by reference therein


                                      -1-
<PAGE>



pursuant to Item 12 of Form S-3 under the Securities Act at such time and the
documents otherwise deemed to be a part thereof or included therein by the rules
and regulations of the Commission under the Securities Act (the "Securities Act
Regulations"), is herein called the "Registration Statement." The Registration
Statement at the time it originally became effective is herein called the
"Original Registration Statement." The final prospectus in the form first
furnished to the Underwriter for use in connection with the offering of the
Securities, including the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Securities Act at the time of the execution of
this Agreement and any preliminary prospectuses that form a part thereof, is
herein called the "Prospectus." For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR").

            SECTION 1.  Representations and Warranties. The Company represents
and warrants to the Underwriter that, as of the date hereof, the Applicable Time
referred to in Section 1(b) and as of the Closing Time referred to in Section
2(c) hereof:

            (a)   (i) At the time of filing the Original Registration Statement,
      (ii) at the time of the most recent amendment thereto for the purposes of
      complying with Section 10(a)(3) of the Securities Act (whether such
      amendment was by post-effective amendment, incorporated report filed
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 as
      amended (the "Exchange Act") or form of prospectus), (iii) at the time the
      Company or any person acting on its behalf (within the meaning, for this
      clause only, of Rule 163(c) of the Securities Act Regulations) made any
      offer relating to the Securities in reliance on the exemption of Rule 163
      of the Securities Act Regulations and (iv) at the date hereof, the Company
      was and is a "well-known seasoned issuer" as defined in Rule 405 of the
      Securities Act Regulations ("Rule 405"), including not having been and not
      being an "ineligible issuer" as defined in Rule 405. The Registration
      Statement is an "automatic shelf registration statement," as defined in
      Rule 405, and the Securities, since their registration on the Registration
      Statement, have been and remain eligible for registration by the Company
      on a Rule 405 "automatic shelf registration statement". The Company has
      not received from the Commission any notice pursuant to Rule 401(g)(2) of
      the Securities Act Regulations objecting to the use of the automatic shelf
      registration statement form.

            At the time of filing the Original Registration Statement, at the
      earliest time thereafter that the Company or another offering participant
      made a bona fide offer (within the meaning of Rule 164(h)(2) of the
      Securities Act Regulations) of the Securities and at the date hereof, the
      Company was not and is not an "ineligible issuer," as defined in Rule 405.

            (b)   The Original Registration Statement became effective upon
      filing under Rule 462(e) of the Securities Act Regulations ("Rule 462(e)")
      on August 24, 2007, and any post-effective amendment thereto also became
      effective upon filing under Rule 462(e). No stop order suspending the
      effectiveness of the Registration Statement has been issued under the
      Securities Act and no proceedings for that purpose have been instituted or


                                      -2-
<PAGE>



      are pending or, to the knowledge of the Company, are contemplated by the
      Commission, and any request on the part of the Commission for additional
      information has been complied with.

            Any offer that is a written communication relating to the Securities
      made prior to the filing of the Original Registration Statement by the
      Company or any person acting on its behalf (within the meaning, for this
      paragraph only, of Rule 163(c) of the Securities Act Regulations) has been
      filed with the Commission in accordance with the exemption provided by
      Rule 163 of the Securities Act Regulations ("Rule 163") and otherwise
      complied with the requirements of Rule 163, including without limitation
      the legending requirement, to qualify such offer for the exemption from
      Section 5(c) of the Securities Act provided by Rule 163.

            At the respective times the Original Registration Statement and each
      amendment thereto became effective, at each deemed effective date with
      respect to the Underwriter pursuant to Rule 430B(f)(2) of the Securities
      Act Regulations and at the Closing Time, the Registration Statement
      complied and will comply in all material respects with the requirements of
      the Securities Act and the Securities Act Regulations and the 1939 Act and
      the rules and regulations of the Commission under the 1939 Act (the "1939
      Act Regulations"), and did not and will not contain an untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading.

            Neither the Prospectus nor any amendments or supplements thereto, at
      the time the Prospectus or any such amendment or supplement was issued and
      at the Closing Time, included or will include an untrue statement of a
      material fact or omitted or will omit to state a material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading.

            Each preliminary prospectus (including the prospectus or
      prospectuses filed as part of the Original Registration Statement or any
      amendment thereto) complied when so filed in all material respects with
      the Securities Act Regulations and each preliminary prospectus and the
      Prospectus delivered to the Underwriter for use in connection with this
      offering was identical to the electronically transmitted copies thereof
      filed with the Commission pursuant to EDGAR, except to the extent
      permitted by Regulation S-T.

            As of the Applicable Time, neither (x) the Issuer General Use Free
      Writing Prospectus(es) (as defined below) issued at or prior to the
      Applicable Time, if any, the Statutory Prospectus (as defined below) and
      the information, if any, included on Schedule A hereto, all considered
      together (collectively, the "General Disclosure Package"), nor (y) any
      individual Issuer Limited Use Free Writing Prospectus, when considered
      together with the General Disclosure Package, included any untrue
      statement of a material fact or omitted to state any material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

            As used in this subsection and elsewhere in this Agreement:



                                      -3-
<PAGE>



            "Applicable Time" means 4:01 p.m. (New York City time) on September
      20, 2007 or such other time as agreed by the Company and the Underwriter.

            "Issuer Free Writing Prospectus" means any "issuer free writing
      prospectus," as defined in Rule 433 of the Securities Act Regulations
      ("Rule 433"), relating to the Securities that (i) is required to be filed
      with the Commission by the Company, (ii) is a "road show that is a written
      communication" within the meaning of Rule 433(d)(8)(i), whether or not
      required to be filed with the Commission or (iii) is exempt from filing
      pursuant to Rule 433(d)(5)(i) because it contains a description of the
      Securities or of the offering that does not reflect the final terms, in
      each case in the form filed or required to be filed with the Commission
      or, if not required to be filed, in the form retained in the Company's
      records pursuant to Rule 433(g).

            "Issuer General Use Free Writing Prospectus" means any Issuer Free
      Writing Prospectus that is intended for general distribution to
      prospective investors, as evidenced by its being specified in Schedule B
      hereto.

            "Issuer Limited Use Free Writing Prospectus" means any Issuer Free
      Writing Prospectus that is not an Issuer General Use Free Writing
      Prospectus.

            "Statutory Prospectus" as of any time means the prospectus relating
      to the Securities that is included in the Registration Statement
      immediately prior to that time, including any document incorporated by
      reference therein and any preliminary or other prospectus deemed to be a
      part thereof.

            Each Issuer Free Writing Prospectus, as of its issue date and at all
      subsequent times through the completion of the public offer and sale of
      the Securities or until any earlier date that the issuer notified or
      notifies the Underwriter as described in Section 3(e), did not, does not
      and will not include any information that conflicted, conflicts or will
      conflict with the information contained in the Registration Statement or
      the Prospectus, including any document incorporated by reference therein
      and any preliminary or other prospectus deemed to be a part thereof that
      has not been superseded or modified.

            The representations and warranties in this subsection shall not
      apply to statements in or omissions from the Registration Statement, the
      Prospectus or any Issuer Free Writing Prospectus made in reliance upon and
      in conformity with written information furnished to the Company by the
      Underwriter expressly for use therein.

            (c)   The documents incorporated or deemed to be incorporated by
      reference in the Registration Statement and the Prospectus, at the time
      they were or hereafter are filed with the Commission, complied and will
      comply in all material respects with the requirements of the Securities
      Act and the Securities Act Regulations or the Exchange Act and the rules
      and regulations of the Commission thereunder (the "Exchange Act
      Regulations"), as applicable.

            (d)   The financial statements included in the Registration
      Statement, the General Disclosure Package and the Prospectus, together
      with the related schedules and notes, present fairly the financial
      position of the Company and its consolidated subsidiaries at the dates


                                      -4-
<PAGE>



      indicated and the statement of operations, stockholders' equity and cash
      flows of the Company and its consolidated subsidiaries for the periods
      specified; said financial statements have been prepared in conformity with
      generally accepted accounting principles ("GAAP") (applied on a consistent
      basis throughout the periods involved except as otherwise stated therein).
      The supporting schedules, if any, present fairly in accordance with GAAP
      the information required to be stated therein. The selected financial data
      and the summary financial information included in the Prospectus present
      fairly the information shown therein and have been compiled on a basis
      consistent with that of the audited financial statements included in the
      Registration Statement.

            (e)   The Company and each of its subsidiaries listed in Exhibit 21
      to the Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 2006 and such other subsidiaries created after such date that
      would be required to be so listed if in existence at such dated
      (collectively, "Subsidiaries") (i) has been duly organized or formed, as
      the case may be, is validly existing and is in good standing under the
      laws of its jurisdiction of organization, (ii) has all requisite power and
      authority to carry on its business and to own, lease and operate its
      properties and assets, and (iii) is duly qualified or licensed to do
      business and is in good standing as a foreign corporation, partnership or
      other entity, as the case may be, authorized to do business in each
      jurisdiction in which the nature of such businesses or the ownership or
      leasing of such properties requires such qualification, except where the
      failure to be so qualified would not, individually or in the aggregate,
      have a material adverse effect on (A) the properties, business, prospects,
      operations, earnings, assets, liabilities or condition (financial or
      otherwise) of the Company and its Subsidiaries, taken as a whole, (B) the
      ability of the Company to perform its obligations in all material respects
      under any Document (as defined in Section 1(l)) or (C) the validity of any
      of the Documents or the consummation of any of the transactions
      contemplated therein (each, a "Material Adverse Effect").

            (f)   All of the issued and outstanding shares of capital stock of
      the Company have been duly authorized and validly issued, are fully paid
      and nonassessable, and were not issued in violation of, and are not
      subject to, any preemptive or similar rights. All of the outstanding
      shares of capital stock or other equity interests of each of the
      Subsidiaries owned, directly or indirectly, by the Company are owned free
      and clear of all liens, security interests, mortgages, pledges, charges,
      equities or claims (collectively, "Liens"), other than those imposed by
      the Securities Act and the securities or "Blue Sky" laws of certain
      domestic or foreign jurisdictions. Except as disclosed in the Prospectus,
      there are no outstanding (A) options, warrants or other rights to purchase
      from any Subsidiary, (B) agreements, contracts, arrangements or other
      obligations of any Subsidiary to issue, or (C) other rights to convert any
      obligation into or exchange any securities for, in the case of each of
      clauses (A) through (C), shares of capital stock of or other ownership or
      equity interests in any Subsidiary.

            (g)   The Company has all requisite corporate power and authority to
      execute, deliver and perform its obligations under this Agreement and to
      consummate the transactions contemplated hereby.



                                      -5-
<PAGE>



            (h)   This Agreement has been duly and validly authorized, executed
      and delivered by the Company. The sale of Securities under the Indenture
      has been duly and validly authorized by the Company. The Indenture, when
      executed and delivered by the Company (assuming due authorization,
      execution and delivery by the Trustee), will constitute a legal, valid and
      binding obligation of the Company, enforceable against the Company in
      accordance with its terms, except that the enforcement thereof may be
      subject to (i) bankruptcy, insolvency, reorganization, receivership,
      moratorium, fraudulent conveyance or other similar laws now or hereafter
      in effect relating to creditors' rights generally and (ii) general
      principles of equity (whether applied by a court of law or equity) and the
      discretion of the court before which any proceeding therefor may be
      brought.

            (i)   The Securities, when issued, will be in the form contemplated
      by the Indenture. The Indenture meets the requirements for qualification
      under the 1939 Act. The Securities have been duly and validly authorized
      by the Company and, when executed, authenticated and delivered to and paid
      for by the Underwriter in accordance with the terms of this Agreement,
      will have been duly executed, issued and delivered and will be legal,
      valid and binding obligations of the Company, entitled to the benefit of
      the Indenture and enforceable against the Company in accordance with their
      terms, except that the enforcement thereof may be subject to (i)
      bankruptcy, insolvency, reorganization, receivership, moratorium,
      fraudulent conveyance or other similar laws now or hereafter in effect
      relating to creditors' rights generally and (ii) general principles of
      equity (whether applied by a court of law or equity) and the discretion of
      the court before which any proceeding therefor may be brought.

            (j)   Neither the Company nor any of its Subsidiaries is in
      violation of its respective certificate of incorporation, by-laws or other
      organizational documents (the "Charter Documents"). Neither the Company
      nor any of its Subsidiaries is (i) in violation of any federal, state,
      local or foreign statute, law (including, without limitation, common law)
      or ordinance, or any judgment, decree, rule, regulation or order
      (collectively, "Applicable Law") of any federal, state, local and other
      governmental authority, governmental or regulatory agency or body, court,
      arbitrator or self-regulatory organization, domestic or foreign (each, a
      "Governmental Authority"), or (ii) in breach of or default under any bond,
      debenture, note or other evidence of indebtedness, indenture, mortgage,
      deed of trust, lease or any other agreement or instrument to which any of
      them is a party or by which any of them or their respective property is
      bound (collectively, "Applicable Agreements"), other than as disclosed in
      the Prospectus or where such violation or breach would not have a Material
      Adverse Effect. There exists no condition that, with the passage of time
      or otherwise, would constitute a violation or default of the types
      referred to above.

            (k)   Neither the execution, delivery or performance of the
      Documents nor the consummation of any transactions contemplated therein
      will conflict with, violate, constitute a breach of or a default (with the
      passage of time or otherwise) under, require the consent of any person
      (other than consents already obtained) under, result in the imposition of
      a Lien on any assets of the Company or any of its Subsidiaries (except
      pursuant to the Documents) pursuant to, or result in an acceleration of
      indebtedness under or pursuant to (i) the Charter Documents, (ii) any


                                      -6-
<PAGE>



      Applicable Agreement or (iii) any Applicable Law, except, in the case of
      clauses (ii) and (iii), as would not have a Material Adverse Effect. After
      consummation of the Offering, no Default or Event of Default (as defined
      in the Indenture) will exist.

            (l)   When executed and delivered, this Agreement and the Indenture
      (the "Documents") will conform in all material respects to the
      descriptions thereof in the preliminary prospectus and the Prospectus.

            (m)   Except as set forth in the preliminary prospectus and the
      Prospectus, no consent, approval, authorization or order of any
      Governmental Authority or third party is required for the issuance and
      sale by the Company of the Securities to the Underwriter or the
      consummation by the Company of the other transactions contemplated hereby,
      except such as have been obtained and such as may be required under state
      securities or "Blue Sky" laws in connection with the purchase and resale
      of the Securities by the Underwriter.

            (n)   Except as set forth in the preliminary prospectus and the
      Prospectus, there is no action, claim, suit, demand, hearing, notice of
      violation or deficiency, or proceeding, domestic or foreign (collectively,
      "Proceedings"), pending or, to the knowledge of the Company, threatened,
      that either (i) seeks to restrain, enjoin, prevent the consummation of or
      otherwise challenge any of the Documents or any of the transactions
      contemplated therein, or (ii) would, individually or in the aggregate,
      have a Material Adverse Effect. The Company is not subject to any
      judgment, order, decree, rule or regulation of any Governmental Authority
      that would, individually or in the aggregate, have a Material Adverse
      Effect.

            (o)   Each of the Company and its Subsidiaries possesses all
      licenses, permits, certificates, consents, orders, approvals and other
      authorizations from, and has made all declarations and filings with, all
      Governmental Authorities presently required or necessary to own or lease,
      as the case may be, and to operate their respective properties and to
      carry on their respective businesses as now or proposed to be conducted as
      set forth in the Prospectus ("Permits"), except as described in the
      Prospectus or where the failure to obtain such Permits would not,
      individually or in the aggregate, have a Material Adverse Effect; each of
      the Company and its Subsidiaries has fulfilled and performed all of its
      obligations with respect to such Permits and no event has occurred which
      allows, or after notice or lapse of time would allow, revocation or
      termination thereof or results in any other material impairment of the
      rights of the holder of any such Permit; and none of the Company or its
      Subsidiaries has received any notice of any proceeding relating to
      revocation or modification of any such Permit, except as described in the
      Prospectus or except where such revocation or modification would not,
      individually or in the aggregate, have a Material Adverse Effect.

            (p)   All Tax returns required to be filed by the Company and each
      of its Subsidiaries have been filed and all such returns are true,
      complete and correct, except as would not have a Material Adverse Effect.
      All material Taxes that are due from the Company and its Subsidiaries have
      been paid other than those (i) currently payable without penalty or


                                      -7-
<PAGE>



      interest or (ii) being contested in good faith and by appropriate
      proceedings and for which adequate reserves have been established in
      accordance with GAAP. To the knowledge of the Company, after reasonable
      inquiry, there are no proposed Tax assessments against the Company or any
      of its Subsidiaries that would, individually or in the aggregate, have a
      Material Adverse Effect. The accruals and reserves on the books and
      records of the Company and its respective Subsidiaries in respect of any
      material Tax liability for any period not finally determined are adequate
      to meet any assessments of Tax for any such period. For purposes of this
      Agreement, the term "Tax" and "Taxes" shall mean all federal, state, local
      and foreign taxes, and other assessments of a similar nature (whether
      imposed directly or through withholding), including any interest,
      additions to tax or penalties applicable thereto.

            (q)   The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) material transactions
      are executed in accordance with management's general or specific
      authorization, (ii) material transactions are recorded as necessary to
      permit preparation of financial statements in conformity with GAAP, and to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management's general or specific authorization and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any material differences.

            (r)   Subsequent to the respective dates as of which information is
      given in the preliminary prospectus and the Prospectus, except as
      disclosed in the preliminary prospectus and the Prospectus, (i) neither
      the Company nor any of its Subsidiaries has incurred any liabilities,
      direct or contingent, that are material, individually or in the aggregate,
      to the Company, or has entered into any transactions not in the ordinary
      course of business, (ii) there has not been any material decrease in the
      capital stock or any material increase in long-term indebtedness or any
      material increase in short-term indebtedness of the Company, or any
      payment of or declaration to pay any dividends or any other distribution
      with respect to the Company, and (iii) there has not been any material
      adverse change in the properties, business, prospects, operations,
      earnings, assets, liabilities or condition (financial or otherwise) of the
      Company and its Subsidiaries in the aggregate (each of clauses (i), (ii)
      and (iii), a "Material Adverse Change"). To the knowledge of the Company
      after reasonable inquiry, there is no event that is reasonably likely to
      occur which, if it were to occur, would, individually or in the aggregate,
      have a Material Adverse Effect except as disclosed in the preliminary
      prospectus and the Prospectus.

            (s)   The Company has not and, to its knowledge after reasonable
      inquiry, no one acting on its behalf has (i) taken, directly or
      indirectly, any action designed to cause or to result in, or that has
      constituted or might reasonably be expected to constitute, the
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of any of the Securities, (ii) sold, bid
      for, purchased, or paid anyone any compensation for soliciting purchases
      of, any of the Securities, or (iii) except as disclosed in the preliminary
      prospectus and the Prospectus, paid or agreed to pay to any person any
      compensation for soliciting another to purchase any other securities of
      the Company.



                                      -8-
<PAGE>



            (t)   None of the transactions contemplated in the Documents will
      violate or result in a violation of Section 7 of the Exchange Act
      (including, without limitation, Regulation T (12 C.F.R. Part 220),
      Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of
      the Board of Governors of the Federal Reserve System).

            (u)   The Company is not and, after giving effect to the Prospectus
      and sale of the Securities and the application of the proceeds thereof as
      described in the preliminary prospectus and the Prospectus, will not be an
      "investment company" as defined in the United States Investment Company
      Act of 1940 (the "Investment Company Act").

            (v)   The Company has not engaged any broker, finder, commission
      agent or other person (other than the Underwriter) in connection with the
      Offering, and the Company is not under any obligation to pay any broker's
      fee or commission in connection with the Offering (other than commissions
      or fees to the Underwriter).

            (w)   Each certificate signed by any officer of the Company, or any
      Subsidiary thereof, delivered to the Underwriter shall be deemed a
      representation and warranty by the Company or any such Subsidiary thereof
      (and not individually by such officer) to the Underwriter with respect to
      the matters covered thereby.

            (x)   Each of the Company and its Subsidiaries is insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which they are engaged.

            (y)   Each of the Company and each of its Subsidiaries has
      established and maintains "disclosure controls and procedures" (as such
      term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and
      "internal control over financial reporting" (as such term is defined in
      Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls
      and procedures are designed to ensure that material information relating
      to the Company, including its consolidated subsidiaries, is made known to
      each of the Company's chief executive officer and chief financial officer
      by others within the Company, and such disclosure controls and procedures
      are effective to perform the functions for which they were established;
      the Company's independent auditors and board of directors have been
      advised of: (i) all significant deficiencies, if any, in the design or
      operation of internal controls which could adversely affect the Company's
      ability to record, process, summarize and report financial data and (ii)
      all fraud, if any, whether or not material, that involves management or
      other employees who have a role in the Company's internal controls; all
      material weaknesses, if any, in internal controls have been identified to
      the Company's independent auditors; since the date of the most recent
      evaluation of such disclosure controls and procedures and internal
      controls, there have been no significant changes in internal controls or
      in other factors that could significantly affect internal controls,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses; the Company, its Subsidiaries and the Company's
      directors and officers (in their respective capacities as such) are each
      in compliance in all material respects with all applicable effective
      provisions of the Sarbanes-Oxley Act and the rules and regulations of the
      Commission promulgated thereunder.



                                      -9-
<PAGE>



            (z)   PricewaterhouseCoopers LLP, who have certified the Financial
      Statements, is an independent registered public accounting firm with
      respect to the Company and its Subsidiaries within the applicable rules
      and regulations adopted by the Commission and the Public Accounting
      Oversight Board (United States) and as required by the Securities Act.

            SECTION 2.  Sale and Delivery to the Underwriter; Closing.

            (a)   On the basis of the representations and warranties herein
      contained and subject to the terms and conditions herein set forth, and
      upon confirmation that all conditions to the Concurrent Offering have been
      satisfied and such offering will close concurrently with the Securities
      offering contemplated by this Agreement, the Company agrees to sell to the
      Underwriter and the Underwriter agrees to purchase from the Company the
      Securities at the purchase price of 96.34086% of the principal amount
      thereof, plus accrued interest, if any, from the date of issuance.

            (b)   Payment of the purchase price and delivery of certificates for
      the Securities shall be made at the offices of Cahill Gordon & Reindel
      LLP, 80 Pine Street, New York, New York 10005, or at such other place as
      shall be agreed upon by the Underwriter and the Company, at 9:00 A.M.
      (Eastern time) on the third business day after the date hereof (unless
      postponed in accordance with the provisions of Section 8), or such other
      time not later than ten business days after such date as shall be agreed
      upon by the Underwriter and the Company (such time and date of payment and
      delivery being herein called "Closing Time").

            Payment shall be made to the Company by wire transfer of immediately
      available funds to a bank account designated by the Company, against
      delivery to the account of the Underwriter of certificates for the
      Securities to be purchased.

            (c)   Certificates for the Securities shall be in such denominations
      and registered in such names as the Underwriter may request in writing at
      least one full business day before the Closing Time. The Securities will
      be made available for examination and packaging by the Underwriter in The
      City of New York not later than 10:00 A.M. (Eastern time) on the business
      day prior to the Closing Time.

            SECTION 3.  Covenants of the Company. The Company, on behalf of
itself and its Subsidiaries, hereby agrees:

            (a)   The Company, subject to Section 3(b), will comply with the
      requirements of Rule 430B and will notify the Underwriter immediately, and
      confirm the notice in writing, (i) when any post-effective amendment to
      the Registration Statement or new registration statement relating to the
      Securities shall become effective, or any supplement to the Prospectus or
      any amended Prospectus shall have been filed, (ii) of the receipt of any
      comments from the Commission, (iii) of any request by the Commission for
      any amendment to the Registration Statement or the filing of a new
      registration statement or any amendment or supplement to the Prospectus or
      any document incorporated by reference therein or otherwise deemed to be a
      part thereof or for additional information, (iv) of the issuance by the


                                      -10-
<PAGE>



      Commission of any stop order suspending the effectiveness of the
      Registration Statement or such new registration statement or of any order
      preventing or suspending the use of any preliminary prospectus, or of the
      suspension of the qualification of the Securities for offering or sale in
      any jurisdiction, or of the initiation or threatening of any proceedings
      for any of such purposes or of any examination pursuant to Section 8(e) of
      the Securities Act concerning the Registration Statement and (v) if the
      Company becomes the subject of a proceeding under Section 8A of the
      Securities Act in connection with the offering of the Securities. The
      Company will effect the filings required under Rule 424(b), in the manner
      and within the time period required by Rule 424(b) (without reliance on
      Rule 424(b)(8)), and will take such steps as it deems necessary to
      ascertain promptly whether the form of prospectus transmitted for filing
      under Rule 424(b) was received for filing by the Commission and, in the
      event that it was not, it will promptly file such prospectus. The Company
      will make every reasonable effort to prevent the issuance of any stop
      order and, if any stop order is issued, to obtain the lifting thereof at
      the earliest possible moment. The Company shall pay the required
      Commission filing fees relating to the Securities within the time required
      by Rule 456(b)(1) (i) of the Securities Act Regulations without regard to
      the proviso therein and otherwise in accordance with Rules 456(b) and
      457(r) of the Securities Act Regulations (including, if applicable, by
      updating the "Calculation of Registration Fee" table in accordance with
      Rule 456(b)(1)(ii) either in a post-effective amendment to the
      Registration Statement or on the cover page of a prospectus filed pursuant
      to Rule 424(b)).

            (b)   The Company will give the Underwriter notice of its intention
      to file or prepare any amendment to the Registration Statement or new
      registration statement relating to the Securities or any amendment,
      supplement or revision to either any preliminary prospectus (including any
      prospectus included in the Original Registration Statement or amendment
      thereto at the time it became effective) or to the Prospectus, whether
      pursuant to the Securities Act, the Exchange Act or otherwise, and the
      Company will furnish the Underwriter with copies of any such documents a
      reasonable amount of time prior to such proposed filing or use, as the
      case may be, and will not file or use any such document to which the
      Underwriter or counsel for the Underwriter shall reasonably object. The
      Company has given the Underwriter notice of any filings made pursuant to
      the Exchange Act or Exchange Act Regulations within 48 hours prior to the
      Applicable Time; the Company will give the Underwriter notice of its
      intention to make any such filing from the Applicable Time to the Closing
      Time and will furnish the Underwriter with copies of any such documents a
      reasonable amount of time prior to such proposed filing and will not file
      or use any such document to which the Underwriter or counsel for the
      Underwriter shall reasonably object.

            (c)   The Company has furnished or will deliver to the Underwriter
      and counsel for the Underwriter, without charge, signed copies of the
      Original Registration Statement and of each amendment thereto (including
      exhibits filed therewith or incorporated by reference therein and
      documents incorporated or deemed to be incorporated by reference therein
      or otherwise deemed to be a part thereof) and signed copies of all
      consents and certificates of experts, and will also deliver to the
      Underwriter, without charge, a conformed copy of the Original Registration
      Statement and of each amendment thereto (without exhibits) for the
      Underwriter. The copies of the Original Registration Statement and each


                                      -11-
<PAGE>



      amendment thereto furnished to the Underwriter will be identical to the
      electronically transmitted copies thereof filed with the Commission
      pursuant to EDGAR, except to the extent permitted by Regulation S-T.

            (d)   The Company has delivered to the Underwriter, without charge,
      as many copies of each preliminary prospectus as the Underwriter
      reasonably requested, and the Company hereby consents to the use of such
      copies for purposes permitted by the Securities Act. The Company will
      furnish to the Underwriter, without charge, during the period when the
      Prospectus is required to be delivered under the Securities Act, such
      number of copies of the Prospectus (as amended or supplemented) as the
      Underwriter may reasonably request. The Prospectus and any amendments or
      supplements thereto furnished to the Underwriter will be identical to the
      electronically transmitted copies thereof filed with the Commission
      pursuant to EDGAR, except to the extent permitted by Regulation S-T.

            (e)   The Company will comply with the Securities Act and the
      Securities Act Regulations, the Exchange Act and the Exchange Act
      Regulations and the 1939 Act and the 1939 Act Regulations so as to permit
      the completion of the distribution of the Securities as contemplated in
      this Agreement and in the Prospectus. If at any time when a prospectus is
      required by the Securities Act to be delivered in connection with sales of
      the Securities, any event shall occur or condition shall exist as a result
      of which it is necessary, in the opinion of counsel for the Underwriter or
      for the Company, to amend the Registration Statement or amend or
      supplement the Prospectus in order that the Prospectus will not include
      any untrue statements of a material fact or omit to state a material fact
      necessary in order to make the statements therein not misleading in the
      light of the circumstances existing at the time it is delivered to a
      purchaser, or if it shall be necessary, in the opinion of such counsel, at
      any such time to amend the Registration Statement or to file a new
      registration statement or amend or supplement the Prospectus in order to
      comply with the requirements of the Securities Act or the Securities Act
      Regulations, the Company will promptly prepare and file with the
      Commission, subject to Section 3(b), such amendment, supplement or new
      registration statement as may be necessary to correct such statement or
      omission or to comply with such requirements, the Company will use its
      reasonable best efforts to have such amendment or new registration
      statement declared effective as soon as practicable (if it is not an
      automatic shelf registration statement with respect to the Securities) and
      the Company will furnish to the Underwriter such number of copies of such
      amendment, supplement or new registration statement as the Underwriter may
      reasonably request. If at any time following issuance of an Issuer Free
      Writing Prospectus there occurred or occurs an event or development as a
      result of which such Issuer Free Writing Prospectus conflicted or would
      conflict with the information contained in the Registration Statement (or
      any other registration statement relating to the Securities) or the
      Statutory Prospectus or any preliminary prospectus or included or would
      include an untrue statement of a material fact or omitted or would omit to
      state a material fact necessary in order to make the statements therein,
      in the light of the circumstances prevailing at that subsequent time, not
      misleading, the Company will promptly notify the Underwriter and will
      promptly amend or supplement, at its own expense, such Issuer Free Writing
      Prospectus to eliminate or correct such conflict, untrue statement or
      omission.



                                      -12-
<PAGE>



            (f)   The Company will use its reasonable best efforts, in
      cooperation with the Underwriter, to qualify the Securities for offering
      and sale under the applicable securities laws of such states and other
      jurisdictions as the Underwriter may designate and to maintain such
      qualifications in effect for a period of not less than one year from the
      date hereof; provided, however, that the Company shall not be obligated to
      file any general consent to service of process or to qualify as a foreign
      corporation or as a dealer in securities in any jurisdiction in which it
      is not so qualified or so subject itself to taxation in respect of doing
      business in any jurisdiction in which it is not otherwise so subject. The
      Company will also supply the Underwriter with such information as is
      necessary for the determination of the legality of the Securities for
      investment under the laws of such jurisdictions as the Underwriter may
      request.

            (g)   The Company will timely file such reports pursuant to the
      Exchange Act as are necessary in order to make generally available to its
      securityholders as soon as practicable an earnings statement for the
      purposes of, and to provide to the Underwriter the benefits contemplated
      by, the last paragraph of Section 11(a) of the Securities Act.

            (h)   The Company will use the net proceeds received by it from the
      sale of the Securities in the manner specified in the Prospectus under
      "Use of Proceeds."

            (i)   The Company, during the period when the Prospectus is required
      to be delivered under the Securities Act, will file all documents required
      to be filed with the Commission pursuant to the Exchange Act within the
      time periods required by the Exchange Act and the Exchange Act
      Regulations.

            (j)   The Company represents and agrees that, unless it obtains the
      prior consent of the Underwriter, and the Underwriter represents and
      agrees that, unless it obtains the prior consent of the Company, it has
      not made and will not make any offer relating to the Securities that would
      constitute an "issuer free writing prospectus," as defined in Rule 433, or
      that would otherwise constitute a "free writing prospectus," as defined in
      Rule 405, required to be filed with the Commission; provided, however,
      that the Underwriter is authorized to use the information with respect to
      the final terms of the Securities in communications conveying information
      relating to the offering to investors. Any such free writing prospectus
      consented to by the Company and the Underwriter is hereinafter referred to
      as a "Permitted Free Writing Prospectus." The Company represents that it
      has treated or agrees that it will treat each Permitted Free Writing
      Prospectus as an "issuer free writing prospectus," as defined in Rule 433,
      and has complied and will comply with the requirements of Rule 433
      applicable to any Permitted Free Writing Prospectus, including timely
      filing with the Commission where required, legending and record keeping.

            SECTION 4.  Conditions of Underwriter's Obligations. The obligations
of the Underwriter hereunder are subject to the satisfaction or waiver of each
of the following conditions:

            (a)   The Registration Statement has become effective and at Closing
      Time no stop order suspending the effectiveness of the Registration
      Statement shall have been issued under the Securities Act or proceedings


                                      -13-
<PAGE>



      therefor initiated or threatened by the Commission, and any request on the
      part of the Commission for additional information shall have been complied
      with to the reasonable satisfaction of counsel to the Underwriter. A
      prospectus containing the Rule 430B Information shall have been filed with
      the Commission in the manner and within the time period required by Rule
      424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment
      providing such information shall have been filed and become effective in
      accordance with the requirements of Rule 430B). The Company shall have
      paid the required Commission filing fees relating to the Securities within
      the time period required by Rule 456(1)(i) of the Securities Act
      Regulations without regard to the proviso therein and otherwise in
      accordance with Rules 456(b) and 457(r) of the Securities Act Regulations
      and, if applicable, shall have updated the "Calculation of Registration
      Fee" table in accordance with Rule 456(b)(1)(ii) either in a
      post-effective amendment to the Registration Statement or on the cover
      page of a prospectus filed pursuant to Rule 424(b).

            (b)   All the representations and warranties of the Company and its
      Subsidiaries contained in this Agreement and in each of the Documents
      shall be true and correct in all material respects as of the date hereof
      and at the Closing Time. On or prior to the Closing Time, the Company and
      each other party to the Documents (other than the Underwriter) shall have
      performed or complied with all of the agreements and satisfied all
      conditions on their respective parts to be performed, complied with or
      satisfied pursuant to the Documents (other than conditions to be satisfied
      by such other parties, which the failure to so satisfy would not,
      individually or in the aggregate, have a Material Adverse Effect).

            (c)   No injunction, restraining order or order of any nature by a
      Governmental Authority shall have been issued as of the Closing Time that
      would prevent or materially interfere with the consummation of the
      Offering or any of the transactions contemplated under the Documents.

            (d)   No action shall have been taken and no Applicable Law shall
      have been enacted, adopted or issued that would, as of the Closing Time,
      prevent the consummation of the Offering. No Proceeding shall be pending
      or, to the knowledge of the Company, threatened other than Proceedings
      that (A) if adversely determined would not, individually or in the
      aggregate, adversely affect the issuance or marketability of the
      Securities, and (B) would not, individually or in the aggregate, have a
      Material Adverse Effect.

            (e)   Subsequent to the respective dates as of which data and
      information are given in the preliminary prospectus and Prospectus, there
      shall not have been any Material Adverse Change.

            (f)   The Underwriter shall have received as of the Closing Time:

                  (i)   certificates dated as of the Closing Time, signed by (1)
            the Chief Executive Officer and (2) the principal financial or
            accounting officer of the Company, on behalf of the Company, to the
            effect that (a) the representations and warranties set forth in
            Section 1 hereof are true and correct in all material respects with


                                      -14-
<PAGE>



            the same force and effect as though expressly made at and as of the
            Closing Time, (b) the Company has complied with all agreements and
            satisfied all conditions in all material respects on its part to be
            performed or satisfied at or prior to the Closing Time, (c) as of
            the Closing Time, since the date hereof or since the date of the
            most recent financial statements in the preliminary prospectus and
            Prospectus (exclusive of any amendment or supplement thereto after
            the date hereof) no event or events have occurred, no information
            has become known nor does any condition exist that, individually or
            in the aggregate, would have a Material Adverse Effect, (d) since
            the date of the most recent financial statements in the preliminary
            prospectus and Prospectus (exclusive of any amendment or supplement
            thereto after the date hereof), other than as described in the
            preliminary prospectus and Prospectus or contemplated hereby,
            neither the Company nor any Subsidiary of the Company has incurred
            any liabilities or obligations, direct or contingent, not in the
            ordinary course of business, that are material to the Company and
            its Subsidiaries, taken as a whole, or entered into any transactions
            not in the ordinary course of business that are material to the
            business, condition (financial or otherwise) or results of
            operations or prospects of the Company and its Subsidiaries, taken
            as a whole, and there has not been any change in the capital stock
            or long-term indebtedness of the Company or any Subsidiary of the
            Company that is material to the business, condition (financial or
            otherwise) or results of operations or prospects of the Company and
            its Subsidiaries, taken as a whole, and (e) the sale of the
            Securities has not been enjoined (temporarily or permanently);

                  (ii)  a certificate, dated as of the Closing Time, executed by
            the Secretary of the Company, certifying such matters as the
            Underwriter may reasonably request;

                  (iii) the opinion of Weil Gotshal & Manges LLP, counsel to the
            Company, dated as of the Closing Time, in form satisfactory to the
            Underwriter covering such matters as are customarily covered in such
            opinions;

                  (iv)  an opinion, dated as of the Closing Time, of Cahill
            Gordon & Reindel LLP, counsel to the Underwriter, in form
            satisfactory to the Underwriter covering such matters as are
            customarily covered in such opinions.

            (g)   The Underwriter shall have received from
      PricewaterhouseCoopers LLP, independent auditors, with respect to the
      Company, a customary comfort letter, dated as of the date hereof, in form
      and substance reasonably satisfactory to the Underwriter, with respect to
      the financial statements and certain financial information contained in
      the preliminary prospectus and the Prospectus.

            (h)   The Underwriter shall have received from
      PricewaterhouseCoopers LLP, independent auditors, with respect to the
      Company, a letter, dated as of the Closing Time, in form and substance
      reasonably satisfactory to the Underwriter, to the effect that they
      reaffirm the statements made in the letter furnished by them pursuant to
      subsection (i) of this Section 4, except that (i) it shall cover the
      financial information in the Prospectus and (ii) the specified date


                                      -15-
<PAGE>



      referred to therein for the carrying out of procedures shall be no more
      than three business days prior to the Closing Time, as the case may be.

            (i)   Each of the Documents shall have been executed and delivered
      by all parties thereto, and the Underwriter shall have received a fully
      executed original of each Document.

            (j)   The Underwriter shall have received copies of all opinions,
      certificates, letters and other documents delivered under or in connection
      with the Offering or any transaction contemplated in the Documents.

            (k)   The terms of each Document shall conform in all material
      respects to the description thereof in the preliminary prospectus and
      Prospectus.

            SECTION 5.  Indemnification and Contribution.

            (a)   The Company agrees to indemnify and hold harmless the
      Underwriter, and each person, if any, who controls the Underwriter within
      the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act, against any losses, claims, damages or liabilities of any
      kind to which the Underwriter or such controlling person may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar
      as any such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon:

                  (i)   any untrue statement or alleged untrue statement of any
            material fact contained in the Registration Statement, any
            preliminary prospectus, the Prospectus or any amendment or
            supplement thereto; or

                  (ii)  the omission or alleged omission to state, in the
            Registration Statement, any preliminary prospectus, the Prospectus
            or any amendment or supplement thereto, a material fact required to
            be stated therein or necessary to make the statements therein, in
            light of the circumstances under which they were made, not
            misleading, and, subject to the provisions hereof, will reimburse,
            as incurred, the Underwriter and each such controlling person for
            any legal or other expenses reasonably incurred by the Underwriter
            or such controlling person in connection with investigating,
            defending against or appearing as a third-party witness in
            connection with any such loss, claim, damage, liability or action in
            respect thereof; provided, however, the Company will not be liable
            in any such case to the extent (but only to the extent) that any
            such loss, claim, damage or liability is finally judicially
            determined by a court of competent jurisdiction in a final,
            unappealable judgment, to have resulted solely from any untrue
            statement or alleged untrue statement or omission or alleged
            omission made in the Registration Statement, any preliminary
            prospectus, the Prospectus or any amendment or supplement thereto in
            reliance upon and in conformity with written information concerning
            the Underwriter furnished to the Company by the Underwriter
            specifically for use therein. This indemnity agreement will be in
            addition to any liability that the Company may otherwise have to the
            indemnified parties. The Company shall not be liable under this


                                      -16-
<PAGE>



            Section 5 for any settlement of any claim or action effected without
            their prior written consent, which shall not be unreasonably
            withheld.

            (b)   The Underwriter agrees to indemnify and hold harmless each of
      the Company, its directors, its officers who sign the Registration
      Statement and each person, if any, who controls the Company within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act against any losses, claims, damages or liabilities to which the
      Company or any such director, officer or controlling person may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) are finally judicially determined by a court of competent
      jurisdiction in a final, unappealable judgment, to have resulted solely
      from:

                  (i)   any untrue statement or alleged untrue statement of any
            material fact contained in the Registration Statement, any
            preliminary prospectus, the Prospectus or any amendment or
            supplement thereto; or

                  (ii)  the omission or the alleged omission to state therein a
            material fact required to be stated in the Registration Statement,
            any preliminary prospectus, the Prospectus or any amendment or
            supplement thereto or necessary to make the statements therein not
            misleading, in each case to the extent (but only to the extent) that
            such untrue statement or alleged untrue statement or omission or
            alleged omission was made in reliance upon and in conformity with
            written information concerning such Underwriter, furnished to the
            Company or its agents by the Underwriter specifically for use
            therein; and, subject to the limitation set forth immediately
            preceding this clause, will reimburse, as incurred, any legal or
            other expenses incurred by the Company or any such director, officer
            or controlling person in connection with any such loss, claim,
            damage, liability or action in respect thereof. This indemnity
            agreement will be in addition to any liability that the Underwriter
            may otherwise have to the indemnified parties.

            (c)   As promptly as reasonably practicable after receipt by an
      indemnified party under this Section 5 of notice of the commencement of
      any action for which such indemnified party is entitled to indemnification
      under this Section 5, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 5,
      notify the indemnifying party of the commencement thereof in writing; but
      the omission to so notify the indemnifying party (i) will not relieve such
      indemnifying party from any liability under paragraph (a) or (b) above
      unless and only to the extent it is materially prejudiced as a result
      thereof and (ii) will not, in any event, relieve the indemnifying party
      from any obligations to any indemnified party other than the
      indemnification obligation provided in paragraphs (a) and (b) above. In
      case any such action is brought against any indemnified party, and it
      notifies the indemnifying party of the commencement thereof, the
      indemnifying party will be entitled to participate therein and, to the
      extent that it may determine, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof, with counsel reasonably
      satisfactory to such indemnified party; provided, however, that if (A) the
      use of counsel chosen by the indemnifying party to represent the
      indemnified party would present such counsel with a conflict of interest,


                                      -17-
<PAGE>



      (B) the defendants in any such action include both the indemnified party
      and the indemnifying party, and the indemnified party shall have been
      advised by counsel in writing that there may be one or more legal defenses
      available to it and/or other indemnified parties that are different from
      or additional to those available to the indemnifying party, or (C) the
      indemnifying party shall not have employed counsel reasonably satisfactory
      to the indemnified party to represent the indemnified party within a
      reasonable time after receipt by the indemnifying party of notice of the
      institution of such action, then, in each such case, the indemnifying
      party shall not have the right to direct the defense of such action on
      behalf of such indemnified party or parties and such indemnified party or
      parties shall have the right to select separate counsel to defend such
      action on behalf of such indemnified party or parties at the expense of
      the indemnifying party. After notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof and
      approval by such indemnified party of counsel appointed to defend such
      action, the indemnifying party will not be liable to such indemnified
      party under this Section 5 for any legal or other expenses, other than
      reasonable costs of investigation, subsequently incurred by such
      indemnified party in connection with the defense thereof, unless (i) the
      indemnified party shall have employed separate counsel in accordance with
      the proviso to the immediately preceding sentence (it being understood,
      however, that in connection with such action the indemnifying party shall
      not be liable for the expenses of more than one separate counsel (in
      addition to local counsel) in any one action or separate but substantially
      similar actions in the same jurisdiction arising out of the same general
      allegations or circumstances, designated by the Underwriter in the case of
      paragraph (a) of this Section 5 or the Company in the case of paragraph
      (b) of this Section 5, representing the indemnified parties under such
      paragraph (a) or paragraph (b), as the case may be, who are parties to
      such action or actions) or (ii) the indemnifying party has authorized in
      writing the employment of counsel for the indemnified party at the expense
      of the indemnifying party. After such notice from the indemnifying party
      to such indemnified party, the indemnifying party will not be liable for
      the costs and expenses of any settlement of such action effected by such
      indemnified party without the prior written consent of the indemnifying
      party (which consent shall not be unreasonably withheld), unless such
      indemnified party waived in writing its rights under this Section 5, in
      which case the indemnified party may effect such a settlement without such
      consent.

            (d)   No indemnifying party shall be liable under this Section 5 for
      any settlement of any claim or action (or threatened claim or action)
      effected without its written consent, which shall not be unreasonably
      withheld, but if a claim or action settled with its written consent, or if
      there be a final judgment for the plaintiff with respect to any such claim
      or action, each indemnifying party jointly and severally agrees, subject
      to the exceptions and limitations set forth above, to indemnify and hold
      harmless each indemnified party from and against any and all losses,
      claims, damages or liabilities (and legal and other expenses as set forth
      above) incurred by reason of such settlement or judgment. No indemnifying
      party shall, without the prior written consent of the indemnified party
      (which consent shall not be unreasonably withheld), effect any settlement
      or compromise of any pending or threatened proceeding in respect of which
      the indemnified party is or could have been a party, or indemnity could
      have been sought hereunder by the indemnified party, unless such
      settlement (A) includes an unconditional written release of the
      indemnified party, in form and substance satisfactory to the indemnified
      party, from all liability on claims that are the subject matter of such


                                      -18-
<PAGE>



      proceeding and (B) does not include any statement as to an admission of
      fault, culpability or failure to act by or on behalf of the indemnified
      party.

            (e)   In circumstances in which the indemnity agreement
      provided for in the preceding paragraphs of this Section 5 is unavailable
      to, or insufficient to hold harmless, an indemnified party in respect of
      any losses, claims, damages or liabilities (or actions in respect
      thereof), each indemnifying party, in order to provide for just and
      equitable contributions, shall contribute to the amount paid or payable by
      such indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect (i) the relative benefits received by the
      indemnifying party or parties, on the one hand, and the indemnified party,
      on the other, from the Offering or (ii) if the allocation provided by the
      foregoing clause (i) is not permitted by applicable law, not only such
      relative benefits but also the relative fault of the indemnifying party or
      parties, on the one hand, and the indemnified party, on the other, in
      connection with the statements or omissions or alleged statements or
      omissions that resulted in such losses, claims, damages or liabilities (or
      actions in respect thereof). The relative benefits received by the
      Company, on the one hand, and the Underwriter, on the other, shall be
      deemed to be in the same proportion as the total proceeds from the
      Offering (before deducting expenses) received by the Company bear to the
      total discounts and commissions received by the Underwriter. The relative
      fault of the parties shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or the omission or alleged omission to state a material fact relates to
      information supplied by the Company, on the one hand, or the Underwriter,
      on the other, the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission or alleged statement or omissions, and any other equitable
      considerations appropriate in the circumstances.

            (f)   The Company and the Underwriter agree that it would not be
      equitable if the amount of such contribution determined pursuant to the
      immediately preceding paragraph (e) were determined by pro rata or per
      capita allocation or by any other method of allocation that does not take
      into account the equitable considerations referred to in the first
      sentence of the immediately preceding paragraph (e). Notwithstanding any
      other provision of this Section 5, the Underwriter shall not be obligated
      to make contributions hereunder that in the aggregate exceed the total
      discounts, commissions and other compensation received by such Underwriter
      under this Agreement, less the aggregate amount of any damages that such
      Underwriter has otherwise been required to pay by reason of the untrue or
      alleged untrue statements or the omissions or alleged omissions to state a
      material fact. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. For purposes of the immediately preceding paragraph
      (e), each person, if any, who controls the Underwriter within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act
      shall have the same rights to contribution as the Underwriter, and each
      director of the Company, each officer of the Company who shall have signed
      the Registration Statement and each person, if any, who controls the
      Company within the meaning of Section 15 of the Securities Act or Section


                                      -19-
<PAGE>



      20 of the Exchange Act, shall have the same rights to contribution as the
      Company.

            SECTION 6.  Representations, Warranties and Agreements to Survive.
The representations and warranties, covenants, indemnities and contribution and
expense reimbursement provisions and other agreements, representations and
warranties of the Company set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive, regardless of
(i) any investigation, or statement as to the results thereof, made by or on
behalf of the Underwriter, (ii) acceptance of the Securities, and payment for
them hereunder, and (iii) any termination of this Agreement.

            SECTION 7.  Termination of Agreement. The Underwriter may terminate
this Agreement at any time prior to the Closing Time by written notice to the
Company if any of the following has occurred:

            (a)   since the date hereof, any Material Adverse Effect or
      development involving or reasonably expected to result in a prospective
      Material Adverse Effect that could, in the Underwriter's reasonable
      judgment, be expected to make (i) it impracticable or inadvisable to
      proceed with the offering or delivery of the Securities on the terms and
      in the manner contemplated in the preliminary prospectus and Prospectus,
      or (ii) materially impair the investment quality of any of the Securities;

            (b)   the failure of the Company to satisfy the conditions contained
      in Section 4(b) hereof on or prior to the Closing Time;

            (c)   any outbreak or escalation of hostilities or other national or
      international calamity or crisis, including acts of terrorism, or material
      adverse change or disruption in economic conditions in, or in the
      financial markets of, the United States (it being understood that any such
      change or disruption shall be relative to such conditions and markets as
      in effect on the date hereof), if the effect of such outbreak, escalation,
      calamity, crisis, act or material adverse change in the economic
      conditions in, or in the financial markets of, the United States could be
      reasonably expected to make it, in the Underwriter's judgment,
      impracticable or inadvisable to market or proceed with the offering or
      delivery of the Securities on the terms and in the manner contemplated in
      the preliminary prospectus and Prospectus or to enforce contracts for the
      sale of any of the Securities;

            (d)   trading in the Company's common stock shall have been
      suspended by the Commission or the New York Stock Exchange or the
      suspension or limitation of trading generally in securities on the New
      York Stock Exchange, the American Stock Exchange or the NASDAQ Stock
      Market or any setting of limitations on prices for securities on any such
      exchange;

            (e)   the enactment, publication, decree or other promulgation after
      the date hereof of any Applicable Law that in the Underwriter's counsel's
      reasonable opinion materially and adversely affects, or could be
      reasonably expected to materially and adversely affect, the properties,
      business, prospects, operations, earnings, assets, liabilities or


                                      -20-
<PAGE>


      condition (financial or otherwise) of the Company and its Subsidiaries,
      taken as a whole;

            (f)   the declaration of a banking moratorium by any Governmental
      Authority; or the taking of any action by any Governmental Authority after
      the date hereof in respect of its monetary or fiscal affairs that in the
      Underwriter's opinion could reasonably be expected to have a material
      adverse effect on the financial markets in the United States or elsewhere.

            SECTION 8.  Default by the Underwriter. If the Underwriter shall
breach its obligations to purchase the Securities that it has agreed to purchase
hereunder as of the Closing Time and arrangements satisfactory to the Company
for the purchase of such Securities are not made within 36 hours after such
default, this Agreement shall terminate with respect to such Underwriter without
liability on the part of the Company. Nothing herein shall relieve the
Underwriter from liability for its default.

            SECTION 9.  No Fiduciary Relationship. The Company hereby
acknowledges that the Underwriter is acting solely as underwriter in connection
with the purchase and sale of the Securities. The Company further acknowledges
that the Underwriter is acting pursuant to a contractual relationship created
solely by this Agreement entered into on an arm's length basis, and in no event
do the parties intend that the Underwriter act or be responsible as a fiduciary
to either of the Companies or their respective management, stockholders or
creditors or any other person in connection with any activity that the
Underwriter may undertake or have undertaken in furtherance of the purchase and
sale of the Securities, either before or after the date hereof. The Underwriter
hereby expressly disclaims any fiduciary or similar obligations to either of the
companies, either in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions, and the Company hereby
confirms its understanding and agreement to that effect. The Company and the
Underwriter agree that they are each responsible for making their own
independent judgments with respect to any such transactions and that any
opinions or views expressed by the Underwriter to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect
to the price or market for the Securities, do not constitute advice or
recommendations to the Company. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that either of the Company may have
against the Underwriter with respect to any breach or alleged breach of any
fiduciary or similar duty to the Company in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions.

            SECTION 10.  Payment of Expenses.

            (a)   Expenses. The Company will pay all expenses incident to the
      performance of its obligations under this Agreement, including (i) the
      preparation, printing and filing of the Registration Statement (including
      financial statements and exhibits) as originally filed and of each
      amendment thereto, (ii) the preparation, printing and delivery to the
      Underwriter of this Agreement, the Indenture and such other documents as
      may be required in connection with the offering, purchase, sale, issuance
      or delivery of the Securities, (iii) the preparation, issuance and
      delivery of the certificates for the Securities to the Underwriter, (iv)
      the fees and disbursements of the Company's counsel, accountants and other


                                      -21-
<PAGE>



      advisors, (v) the qualification of the Securities under securities laws in
      accordance with the provisions of Section 3(f) hereof, including filing
      fees and the reasonable fees and disbursements of counsel for the
      Underwriter in connection therewith (vi) the printing and delivery to the
      Underwriter of copies of each preliminary prospectus, any Permitted Free
      Writing Prospectus and of the Prospectus and any amendments or supplements
      thereto and any costs associated with electronic delivery of any of the
      foregoing by the Underwriter to investors, (vii) the fees and expenses of
      the Trustee, including the fees and disbursements of counsel for the
      Trustee in connection with the Indenture and the Securities and (viii) the
      costs and expenses of the Company relating to investor presentations on
      any "road show" undertaken in connection with the marketing of the
      Securities, including without limitation, expenses associated with the
      production of road show slides and graphics, fees and expenses of any
      consultants engaged in connection with the road show presentations, travel
      and lodging expenses of the representatives and officers of the Company
      and any such consultants, and the cost of aircraft and other
      transportation chartered in connection with the road show.

            SECTION 11.  Integration. This Agreement supersedes all prior
agreements and understandings (whether written or oral) between the Company and
the Underwriter with respect to the subject matter hereof.

            SECTION 12.  Miscellaneous.

            (a)   Notices given pursuant to any provision of this Agreement
      shall be addressed as follows: (i) if sent to the Underwriter, to:
      Jefferies & Company, Inc., 520 Madison Avenue, New York, New York 10022,
      fax no. 212-284-2280, Attention: Josh Targoff, with a copy to Cahill
      Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, fax no.:
      212-269-2372; Attention: Gerald S. Tanenbaum (which does not constitute
      notice); or (ii) if sent to the Company, to: Leucadia National
      Corporation, 315 Park Avenue South, 20th Floor, New York, New York 10010,
      fax no. 212-598-3245, Attention: Joseph E. Steinberg, with a copy to Weil,
      Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, fax no.:
      212-310-8007, Attention: Andrea Bernstein (which does not constitute
      notice), or in any case to such other address as the person to be notified
      may have requested in writing.

            (b)   This Agreement has been and is made solely for the benefit of
      and shall be binding upon the Company, the Underwriter and, to the extent
      provided in Section 5 hereof, the controlling persons, officers,
      directors, partners, employees, representatives and agents referred to in
      Section 5, and their respective heirs, executors, administrators,
      successors and assigns, all as and to the extent provided in this
      Agreement, and no other person shall acquire or have any right under or by
      virtue of this Agreement. The term "successors and assigns" shall not
      include a purchaser of any of the Securities from the Underwriter merely
      because of such purchase.

            (c)   THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE
      TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO


                                      -22-
<PAGE>



      CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO
      PRINCIPLES OF CONFLICTS OF LAW.

            (d)   This Agreement may be signed in various counterparts which
      together shall constitute one and the same instrument.

            (e)   The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (f)   If any term, provision, covenant or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the
      parties hereto shall use their best efforts to find and employ an
      alternative means to achieve the same or substantially the same result as
      that contemplated by such term, provision, covenant or restriction. It is
      hereby stipulated and declared to be the intention of the parties that
      they would have executed the remaining terms, provisions, covenants and
      restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (g)   This Agreement may be amended, modified or supplemented, and
      waivers or consents to departures from the provisions hereof may be given,
      provided that the same are in writing and signed by all of the signatories
      hereto.
















                                      -23-
<PAGE>



            Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Underwriter.


                                         Very truly yours,

                                         LEUCADIA NATIONAL CORPORATION



                                         By:  /s/  Barbara L. Lowenthal
                                             -----------------------------------
                                             Name:  Barbara L. Lowenthal
                                             Title: Vice President


Accepted and Agreed to:
JEFFERIES & COMPANY, INC.


By:  /s/  David J. Losito
    -----------------------------------
    Name:  David J. Losito
    Title: Managing Director
























                                      -24-
<PAGE>





                                   SCHEDULE A

                                      None.





<PAGE>




                                   SCHEDULE B


Issuer General Use Free Writing Prospectus filed with the Commission on
September 20, 2007.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>mm09-2107_8ke991.txt
<DESCRIPTION>EX.99.1 - PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------


September 19, 2007


FOR IMMEDIATE RELEASE
Contact:  Laura Ulbrandt  (212) 460-1900


                          LEUCADIA NATIONAL CORPORATION
                   ANNOUNCES PROPOSED OFFERING OF SENIOR NOTES
                                AND COMMON SHARES

            NEW YORK, NEW YORK - September 19, 2007 - Leucadia National
Corporation (LUK - NYSE) today announced the proposed offering of $350,000,000
of Senior Notes due 2015 and the proposed offering, as previously announced, of
5,500,000 of its common shares. Jefferies & Company, Inc. is acting as sole
underwriter for the proposed offerings.

            The proposed offerings of senior notes and common shares are being
made pursuant to an effective registration statement filed by Leucadia National
Corporation with the Securities and Exchange Commission on August 24, 2007.

            The Company intends to use the net proceeds from the proposed
offerings for general corporate purposes, which may include working capital,
acquisitions or other investment opportunities. The completion of each offering
will be conditioned upon the completion of the other.

            The proposed offerings of the senior notes and common shares may be
made only by means of a prospectus. A copy of the prospectus supplement relating
to the senior notes can be obtained from High Yield Capital Markets, Jefferies &
Company, Inc., The Metro Center, One Station Place, Three North, Stamford, CT
06902, (888) 708-5831. A copy of the prospectus supplement relating to the
common shares can be obtained from Jefferies & Company, Inc., Capital Markets,
520 Madison Avenue, New York, NY 10022, (888) 449-2342. An electronic copy of
each of the preliminary prospectus supplements is available on the website of
the Securities and Exchange Commission at http://www.sec.gov.

            This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, Leucadia's senior notes, common shares or any
other securities, nor shall there be any sale of securities mentioned in this
press release in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.

            This press release contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that are based
on management's current expectations and are subject to uncertainties and
changes in circumstances, including the issuance and sale of senior notes and
common shares in the offerings. There can be no assurances that the proposed
offerings will be consummated. The Company's actual results may differ
materially from the forward-looking statements for a number of reasons. For a
list of the factors, which could affect the Company's results, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
"Forward-Looking Statements," set forth in each of the Company's Annual Report
on Form 10-K for the year ended December 31, 2006, and the Company's Quarterly
Report on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007,
which have been filed with the Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>mm09-2107_8ke992.txt
<DESCRIPTION>EX.99.2 - PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.2
                                                                    ------------


September 20, 2007


FOR IMMEDIATE RELEASE
Contact:  Laura Ulbrandt  (212) 460-1900


                          LEUCADIA NATIONAL CORPORATION
                   ANNOUNCES PRICING OF COMMON SHARES OFFERING

NEW YORK, NEW YORK - September 20, 2007 - Leucadia National Corporation (LUK -
NYSE) today announced the pricing of its previously disclosed proposed public
offering of 5,500,000 common shares at a price of $45.50 per share. The offering
is expected to close on September 25, 2007. Jefferies & Company is acting as
sole underwriter for the offering.

The offering is being made pursuant to an effective registration statement filed
by Leucadia National Corporation with the Securities and Exchange Commission on
August 24, 2007.

The Company intends to use the net proceeds from the offering for general
corporate purposes, which may include working capital, acquisitions or other
investment opportunities. The completion of this offering will be conditioned
upon the completion of the previously announced proposed offering of the
Company's Senior Notes due 2015.

The offering of the common shares may be made only by means of a prospectus. A
copy of the prospectus supplement relating to the common shares can be obtained
from Jefferies & Company, Inc., Capital Markets, 520 Madison Avenue, New York,
NY 10022, (888) 449-2342. An electronic copy of the preliminary prospectus
supplement is available on the website of the Securities and Exchange Commission
at http://www.sec.gov.

This press release shall not constitute an offer to sell, or the solicitation of
an offer to buy, Leucadia's common shares or any other securities, nor shall
there be any sale of securities mentioned in this press release in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.

This press release contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that are based on
management's current expectations and are subject to uncertainties and changes
in circumstances, including the issuance and sale of common shares in the
offering. There can be no assurances that the proposed offering will be
consummated. The Company's actual results may differ materially from the
forward-looking statements for a number of reasons. For a list of the factors,
which could affect the Company's results, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Forward-Looking
Statements," set forth in each of the Company's Annual Report on Form 10-K for
the year ended December 31, 2006, and the Company's Quarterly Report on Form
10-Q for the quarters ended March 31, 2007 and June 30, 2007, which have been
filed with the Securities and Exchange Commission.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>mm09-2107_8ke993.txt
<DESCRIPTION>EX.99.3 - PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.3
                                                                    ------------


September 20, 2007


FOR IMMEDIATE RELEASE
Contact:  Laura Ulbrandt  (212) 460-1900


                          LEUCADIA NATIONAL CORPORATION
                   ANNOUNCES PRICING OF SENIOR NOTES OFFERING

NEW YORK, NEW YORK - September 20, 2007 - Leucadia National Corporation (LUK -
NYSE) today announced the pricing of its previously disclosed proposed public
offering of $500,000,000 principal amount (upsized from $350,000,000) of its
8-1/8% Senior Notes due 2015 at an issue price of 98.307%. The offering is
expected to close on September 25, 2007. Jefferies & Company is acting as sole
underwriter for the offering.

The offering is being made pursuant to an effective registration statement filed
by Leucadia National Corporation with the Securities and Exchange Commission on
August 24, 2007.

The Company intends to use the net proceeds from the offering for general
corporate purposes, which may include working capital, acquisitions or other
investment opportunities. The completion of this offering will be conditioned
upon the completion of the previously announced proposed offering of 5,500,000
of the Company's common shares.

The offering of the senior notes may be made only by means of a prospectus. A
copy of the prospectus supplement relating to the senior notes can be obtained
from High Yield Capital Markets, Jefferies & Company, Inc., The Metro Center,
One Station Place, Three North, Stamford, CT 06902, (888) 708-5831. An
electronic copy of the preliminary prospectus supplement is available on the
website of the Securities and Exchange Commission at http://www.sec.gov.

This press release shall not constitute an offer to sell, or the solicitation of
an offer to buy, Leucadia's senior notes or any other securities, nor shall
there be any sale of securities mentioned in this press release in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.

This press release contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that are based on
management's current expectations and are subject to uncertainties and changes
in circumstances, including the issuance and sale of senior notes in the
offering. There can be no assurances that the proposed offering will be
consummated. The Company's actual results may differ materially from the
forward-looking statements for a number of reasons. For a list of the factors,
which could affect the Company's results, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Forward-Looking
Statements," set forth in each of the Company's Annual Report on Form 10-K for
the year ended December 31, 2006, and the Company's Quarterly Report on Form
10-Q for the quarters ended March 31, 2007 and June 30, 2007, which have been
filed with the Securities and Exchange Commission.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
