Exhibit 10(h)

                          AGREEMENT AND PLAN OF MERGER

                  This  Agreement  and Plan of Merger,  dated as of October  17,
2001 (the  "Agreement"),  by and between EMPIRE INSURANCE COMPANY ("Empire") and
            ---------                                               ------
CENTURION INSURANCE COMPANY ("Centurion"), each a New York property and casualty
                              ---------
insurance  corporation  with its address at 335 Adams  Street,  Brooklyn,  Kings
County, New York 11201.

                              W I T N E S S E T H:

                  WHEREAS,  Empire is a corporation  duly organized and existing
under the laws of the State of New York,  having been  originally  organized  on
February 2, 1925 under Article 12 of the New York Insurance Code;

                  WHEREAS,   Centurion  is  a  corporation  duly  organized  and
existing under the laws of the State of New York,  having been  incorporated  on
July 21, 1987 under Article 12 of the New York Insurance Code;

                  WHEREAS,  Empire has authorized  capital consisting of 120,000
shares of common shares of par value of $100.00 each,  113,092 of which are duly
issued  and  outstanding  and are  indirectly  owned 100% by  Leucadia  National
Corporation, a New York corporation;

                  WHEREAS,  Centurion has authorized  capital  consisting of 500
shares of common  shares of par value of $1,000.00  each,  all of which are duly
issued and outstanding and are owned by Empire;

                  WHEREAS,  each of Empire and Centurion is authorized under the
laws of the State of New York to transact  the business of property and casualty
insurance;

                  WHEREAS,  the  boards  of  directors  of  each of  Empire  and
Centurion   (hereinafter   collectively   referred   to  as   the   "Constituent
                                                                     -----------
Corporations"),  at  meetings  duly  called  and  held or by  unanimous  written
------------
consent,  have by resolution declared it advisable that Centurion merge with and
into Empire, with Empire surviving.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  agreements,  provisions,  covenants,  and grants herein  contained,  the
parties hereby agree as follows:

                                    ARTICLE I
                                    ---------

                  The name of the corporation to survive the merger (hereinafter
called the "Surviving Corporation") is Empire Insurance Company.
            ---------------------

                                   ARTICLE II
                                   ----------

                  The  identity,   existence,   purposes,   powers,  franchises,
licenses,  rights  and  immunities  of  Empire  shall  continue  unaffected  and
unimpaired  by the merger,  and the  corporate  identity,  existence,  purposes,
powers, functions,  licenses, rights and immunities of Centurion


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shall be merged  into Empire and Empire  shall be fully  vested  therewith.  The
separate  existence and  organization  of Centurion  shall cease as soon as this
Agreement  shall become  effective,  and thereupon  Empire and  Centurion  shall
become a single corporation, to wit: Empire, which shall survive such merger and
shall  continue  to exist  under and be governed by the laws of the State of New
York. Said Surviving  Corporation  shall meet the requirements for authorization
to engage in the insurance  business in the State of New York and shall have all
of the rights, privileges,  immunities and powers and shall be subject to all of
the duties and  liabilities  granted and imposed by the New York Insurance Code.
The  principal  office of the Surviving  Corporation  shall be 335 Adams Street,
Brooklyn, Kings County, New York 11201.

                                   ARTICLE III
                                   -----------

                  The Articles of  Incorporation  of Empire,  a copy of which is
attached hereto and incorporated  herein be reference,  shall be and continue to
be the Articles of  Incorporation of the Surviving  Corporation,  until the same
shall be amended and changed as provided by law.

                                   ARTICLE IV
                                   ----------

                  The  members of the board of  directors  and the  officers  of
Empire  immediately  prior to the Effective Time (as defined below) shall be the
members of the board of directors and officers,  respectively,  of the Surviving
Corporation,  and they shall  continue  to hold office  until  their  respective
successors  shall have been elected and shall qualify pursuant to the By-Laws of
the Surviving Corporation.

                                    ARTICLE V
                                    ---------

                  At  the  Effective  Time,  each  share  of  common  shares  of
Centurion issued and outstanding  immediately before the Effective Time shall be
cancelled.

                                   ARTICLE VI
                                   ----------

                  This Agreement  and/or an appropriate  certificate or articles
of  merger  shall  be filed  and  recorded  in  accordance  with the  applicable
provisions  of the laws of the  State of New York.  This  Agreement  shall  take
effect  and be  deemed  and taken to be the  agreement  and act of merger of the
Constituent Corporations, and the merger shall be and become effective, upon the
filing of this  Agreement and Plan of Merger with the office of the Kings County
Clerk.

                                   ARTICLE VII
                                   -----------

                  Anything   herein   or   elsewhere   to   the   contrary   and
notwithstanding, this Agreement may be abandoned at any time prior to the filing
and recording thereof by mutual consent of the Constituent Corporations pursuant
to authority of said Constituent Corporations' boards of directors.

                                  ARTICLE VIII
                                  ------------

                  At the Effective Time, the Surviving Corporation shall possess
all the rights,  privileges,  immunities,  powers and  franchises of a public as
well  as of a  private  nature  of  each of

                                     - 2 -
<PAGE>

the Constituent Corporations.  All property, real, personal and mixed, all debts
due on whatever account,  all choses in action, and all and every other interest
of, or belonging  to or due to, each of the  Constituent  Corporations  shall be
deemed to be transferred to and vested in such Surviving Corporation.

                                   ARTICLE IX
                                   ----------

                  At the  Effective  Time,  the Surviving  Corporation  shall be
responsible  and liable for all the  liabilities  and obligations of each of the
Constituent Corporations. Any claim existing or action or proceeding, pending by
or against either of the Constituent Corporations may be prosecuted to judgement
as if the  merger  had not taken  place,  or the  Surviving  Corporation  may be
substituted in its place. Neither the rights of creditors nor any liens upon the
property  of either of the  Constituent  Corporations  shall be  impaired by the
merger,  but such liens  shall be limited to the  property  upon which they were
liens immediately prior to the time of such merger.

                                    ARTICLE X
                                    ---------

                  If at any  time the  Surviving  Corporation  shall  deem or be
advised that any further assignment or assurances in law or things are necessary
or desirable to vest or to perfect or confirm,  of record or  otherwise,  in the
Surviving  Corporation the title to any property of Centurion  acquired or to be
acquired by reason of or as a result of the merger  provided by this  Agreement,
Centurion  and its proper  officers  and  directors  shall and will  execute and
deliver any and all such proper deeds,  assignments and assurances in law and do
all things  necessary  or proper so to vest,  perfect  or confirm  title to such
property in the Surviving Corporation and otherwise to carry out the purposes of
this Agreement.

                                   ARTICLE XI
                                   ----------

                  The  Surviving  Corporation  shall  pay  all the  expenses  of
carrying this Agreement into effect and of accomplishing the merger.

                                   ARTICLE XII
                                   -----------

                  For the  convenience  of the  parties  and to  facilitate  the
filing or recording of this Agreement, any number of counterparts thereof may be
executed,  and each such executed  counterpart shall be deemed to be an original
instrument.

                                     - 3 -
<PAGE>

                  IN  WITNESS   WHEREOF,   the  Boards  of  Directors   and  the
shareholders  of the Constituent  Corporations,  having  received,  reviewed and
accepted this Agreement and Plan of Merger,  have caused this Agreement and Plan
of  Merger  to be  signed  by  the  Constituent  Corporations  and to  have  the
respective  corporate  seals  of the  Constituent  Corporations  to be  hereunto
affixed and  attested as of the date first above  written and do hereby  affirm,
under the penalties of perjury and pursuant to the New York State Insurance Law,
that this  Agreement  and Plan of Merger is the act and deed of the  undersigned
corporations and the statements stated herein are true and correct.

                                           EMPIRE INSURANCE COMPANY



                                           By: /s/     Rocco J. Nittoli
                                              ----------------------------------
[Corporate Seal]                           Name:       Rocco J. Nittoli
                                                --------------------------------
                                           Title:   Chief Operating Officer
                                                 -------------------------------

Attest:


By:      /s/ Lisa M. Bencivenga
   -------------------------------
Name:        Lisa M. Bencivenga
     -----------------------------
Title:   Corporate Secretary
      ----------------------------



 [Corporate Seal]                          CENTURION INSURANCE COMPANY



                                           By: /s/     Rocco J. Nittoli
                                              ----------------------------------
                                           Name:     Rocco J. Nittoli
                                                --------------------------------
                                           Title:   Chief Operating Officer
                                                 -------------------------------

Attest:


By:      /s/ Lisa M. Bencivenga
   ------------------------------
Name:     Lisa M. Bencivenga
     ----------------------------
Title:   Corporate Secretary
      ---------------------------



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