<PAGE>
                                                                   EXHIBIT 10.38

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
                                        I

IN RE

WILLIAMS COMMUNICATIONS GROUP,:         Chapter 11 Case No.
INC. and CO AUSTRIA, INC.,              02-11957 (BRL)
                                        (Jointly Administered)
          Debtors.
                                        I




         SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF WILLIAMS
COMMUNICATIONS GROUP, INC. AND CG AUSTRIA, INC.




                                        JONES, DAY, REAVIS & POGUE
                                        222 East 41 ~ Street
                                        New York, New York 1Q017
                                        (212) 326-3939
                                        Corinne Ball, Esq. (CB - 8302)
                                        Erica M. Ryland, Esq. (ER - 2057)
                                        Counsel to the Debtors and
                                        Debtors in Possession
                                        KIRKLAND & ELLIS
                                        153 East 53rd Street
                                        New York, New York 10022-4675
                                        (212) 446-4800
                                        James H. M. Sprayregen, Esq.
                                        Richard L. Wynne, Esq.
                                        Counsel to the Official Committee of
                                         Unsecured Creditors

                                        SCHULTE ROTh & ZABEL LLP
                                        919 Third Avenue
                                        New York, New York 10022
                                        (212)756-2000
                                        Michael L. Cook, Esq.
                                        Michael R. Littenberg, Esq.
                                        Counsel to Leucadia National Corporation


Dated: August 12, 2002

                                       1
<PAGE>
<Table>
<S>                                                                                                                            <C>
ARTICLE I         DEFINITIONS AND INTERPRETATION.                                                                                4
         Section 1.1       Definitions                                                                                          14
         Section 1.2       Interpretation                                                                                       14
         Section 1.3       Application of Definitions and Rules of Construction Contained in the Bankruptcy Code                14
         Section 1.4       Other Terms                                                                                          14
         Section 1.5       Plan Schedules and Plan Documents                                                                    14
ARTICLE II        CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS                                                   14
         Section 2.1       No Classification of Administrative Claims and Priority Tax Claims                                   14
         Section 2.2       Treatment of Administrative Claims                                                                   15
         Section 2.3       Treatment of Priority Tax Claims                                                                     16
         Section 2.4       Classification and Treatment of Claims and Equity Interests Classified                               16
         Section 2.5       Maximum Distribution                                                                                 18
         Section 2.6       Lock-Up Noteholder Consideration                                                                     18
         Section 2.7       Separate Classification of Claims                                                                    18
         Section 2.8       Classification Rules                                                                                 18
         Section 2.9       Impairment Controversies                                                                             18
         Section 2.10      Confirmation Without Acceptance by All Impaired Classes                                              19
         Section 2.11      Treatment of Executory Contracts and Unexpired Leases                                                19
ARTICLE III       The TWC Settlement                                                                                            20
         Section 3.1       Implementation of TWC Settlement Agreement                                                           20
         Section 3.2       TWC Contributed Distribution                                                                         20
         Section 3.3       Channeling Injunction                                                                                20
ARTICLE IV        CONFIRMATION OF THE PLAN                                                                                      21
         Section 4.1       Conditions Precedent to Confirmation of the Plan                                                     21
         Section 4.2       Conditions Precedent to the Occurrence of the Effective Date                                         22
         Section 4.3       Waiver of Conditions                                                                                 22
         Section 4.4       Effect of Confirmation of the Plan                                                                   23
ARTICLE V         MEANS FOR IMPLEMENTATION OF THE PLAN                                                                          27
         Section 5.1       Corporate Existence                                                                                  27
         Section 5.2       Governance                                                                                           27
         Section 5.3       The New Charter; New Bylaws, Amended Old WCG Charter and the Amended Old WCG Bylaws                  28
         Section 5.4       Effectuating Documents                                                                               28
         Section 5.5       Transactions on the Effective Date                                                                   28
ARTICLE VI        PROVISIONS GOVERNING DISTRIBUTIONS AND FOR RESOLVING AND TREATING CONTESTED CLAIMS                            29
         Section 6.1       Powers and Duties of the Disbursing Agent                                                            29
         Section 6.2       Disbursing Agent/Residual Trustee                                                                    29
         Section 6.3       Means of Cash Payment                                                                                29
         Section 6.4       Delivery of Distributions                                                                            29
         Section 6.5       Surrender of Notes, Instruments and Securities                                                       30
         Section 6.6       Expenses Incurred On or After the Effective Date and Claims of the Disbursing Agent
                           and the Residual Trustee                                                                             30
         Section 6.7       Time Bar to Cash Payments                                                                            30
         Section 6.8       Exculpation of the Disbursing Agent                                                                  31
         Section 6.9       No Distributions Pending Allowance                                                                   31
         Section 6.10      Objection Deadline                                                                                   31
         Section 6.11      Prosecution of Objections                                                                            31
         Section 6.12      Estimation of Claims                                                                                 31
         Section 6.13      Indenture Trustees as Claim Holder                                                                   32
</Table>


                                       2
<PAGE>

<Table>
<S>                                                                                                                            <C>
ARTICLE VII       RETENTION OF JURISDICTION                                                                                     32
         Section 7.1       Scope of Jurisdiction                                                                                32

ARTICLE VIII      MISCELLANEOUS PROVISIONS                                                                                      33
         Section 8.1       Payment of Statutory Fees                                                                            33
         Section 8.2       No Interest or Attorneys' Fees                                                                       33
         Section 8.3       Modifications to the Plan                                                                            33
         Section 8.4       Revocation of Plan                                                                                   34
         Section 8.5       Exemption From Transfer Taxes                                                                        34
         Section 8.6       Set off Rights                                                                                       34
         Section 8.7       Compliance with Tax Requirements                                                                     34
         Section 8.8       Recognition of Guaranty Rights                                                                       34
         Section 8.9       Compliance With All Applicable Laws                                                                  34
         Section 8.10      Binding Effect                                                                                       35
         Section 8.11      Notices                                                                                              35
         Section 8.12      Governing Law                                                                                        35
         Section 8.13      Severability                                                                                         35
</Table>


                                       3
<PAGE>
          Williams Communications Group, Inc., a Delaware corporation ("WCG")
and CG Austria, Inc., a Delaware corporation ("CG Austria"), each as a debtor
and debtor-in-possession (collectively, the "Debtors"), the official committee
(the "Committee") of unsecured creditors appointed in the above-captioned
chapter 11 cases (the "Chapter 11 Cases"), and Leucadia National Corporation, a
New York corporation ("Leucadia") propose the following chapter 11 plan pursuant
to section 1121(a) of the Bankruptcy Code:


                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

Section 1.1       Definitions.

         The capitalized terms used herein shall have the respective meanings
set forth below:

(1)      "Adequate Protection Claim" means any and all claims of the Lenders or
         the Administrative Agent arising under paragraph 3 of the Cash
         Collateral Order.

(2)      "Administrative Agent" means Bank of America, N.A., in its capacity as
         administrative agent under the WCL Credit Documents, or any successor
         administrative agent.

(3)      "Additional Settlement Transactions" means execution, delivery and
         performance under the agreements annexed to the Settlement Agreement,
         other than the Leucadia Investment Agreement, the Leucadia Claims
         Purchase Agreement, and the Building Purchase Agreement

(4)      "Administrative Claim" means a claim against a Debtor or its Estate
         arising on or after the Petition Date and prior to the Effective Date
         for a cost or expense of administration in the Chapter 11 Cases, that
         is entitled to priority or superpriority under sections 503(b),
         507(a)(1), or 507(b) of the Bankruptcy Code, or paragraph 3 of the Cash
         Collateral Order including, without limitation, (a) such of the TWC
         Continuing Contract Claims that are against a Debtor or its Estate, and
         (b) the Indenture Trustee Fees.

(5)      "ADP Claims" means the Causes of Action of TWC against any Person
         arising from WCL's use or acquisition of the property described in that
         certain Amended and Restated Participation Agreement, dated as of
         September 2, 1998, among Williams Communications, Inc., State Street
         Bank and Trust Company of Connecticut, National Association, as
         trustee, and the other parties named therein.

(6)      "Affiliate" means each direct and indirect subsidiary of WCG.

(7)      "Allowed," when used

         (a) with respect to any Claim other than an Administrative Claim means
         any Claim that is not a Disallowed Claim and (i) to the extent it is
         not a Contested Claim as of the Effective Date; (ii) to the extent it
         may be set forth pursuant to any stipulation or agreement that has been
         approved by Final Order (including, but not limited to the Allowed
         Claim of the Lenders pursuant to the Cash Collateral Order); (iii) to
         the extent it is a Contested Claim as of the Effective Date, proof of
         which was filed timely with the Bankruptcy Court, and (A) as to which
         no objection was filed by the Objection Deadline, or (B) as to which an
         objection was filed by the Objection Deadline, to the extent allowed by
         a Final Order; or (iv) which otherwise becomes an Allowed Claim as
         provided herein or in the TWC Settlement Approval Order; and

         (b) with respect to an Administrative Claim, means an Administrative
         Claim that has become "Allowed" pursuant to the procedures set forth
         herein.

(8)      "Asset" means all of a Debtor's property, rights, and interests that
         are property of a Debtor's Estate pursuant to section 541 of the
         Bankruptcy Code.


                                       4
<PAGE>
(9)      "Available Proceeds" means the amount of Cash received at any time by
         WCG from its liquidation of Residual Assets, after the indefeasible
         payment in full in Cash of (a) all amounts outstanding under the
         Restated Credit Documents, (b) the reasonable costs and expenses
         associated with the liquidation (including, without limitation, the
         payment of any taxes, assessments, insurance premiums, repairs, legal
         fees and costs, rent, storage and sales commissions), and (c) if
         applicable, the reasonable costs and expenses associated with the
         Residual Trust as agreed to by the Administrative Agent.

(10)     "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended,
         and codified at title 11 of the United States Code and as applicable to
         the Chapter 11 Cases.

(11)     "Bankruptcy Court" means the United States District Court for the
         Southern District of New York having jurisdiction over the Chapter 11
         Cases and, to the extent any reference is made pursuant to section 157
         of title 28 of the United States Code, the Bankruptcy Court unit of
         such District Court, or any court having competent jurisdiction to hear
         appeals or certiorari petitions therefrom, or any successor thereto
         that may be established by an act of Congress or otherwise, and that
         has competent jurisdiction over the Chapter 11 Cases.

(12)     "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, as
         prescribed by the United States Supreme Court pursuant to section 2075
         of title 28 of the United States Code and as applicable to the Chapter
         11 Cases.

(13)     "Building Purchase Agreement" means the agreement dated as of July 26,
         2002, annexed to the TWC Settlement Agreement, which shall be filed
         with the Bankruptcy Court as a Plan Document, pursuant to which, as a
         component of the TWC Settlement, WTC shall purchase the Building
         Purchase Assets from WHBC.

(14)     "Building Purchase Assets" means all of the real and personal property
         being acquired by WTC pursuant to the Building Purchase Agreement,
         including WCG's headquarters building.

(15)     "Building Purchase Collateral Documents" means the documents,
         instruments, agreements, and mortgages granting to WHBC a first lien
         and security interest in and to all Building Purchase Assets to secure
         payment of the Building Purchase Note, all of which shall be filed with
         the Bankruptcy Court as Plan Documents.

(16)     "Building Purchase Note" means each promissory note relating to WTC's
         purchase of the Building Purchase Assets, made payable (with full
         recourse) by WTC and New WCG (as co-issuers) and guaranteed by WCL, and
         in the form filed with the Bankruptcy Court as a Plan Document.

(17)     "Business Day" means any day except Saturday, Sunday, or a "legal
         holiday" as such term is defined in Bankruptcy Rule 9006(a).

(18)     "Cash" means legal tender of the United States of America.

(19)     "Cash Collateral Order" means that certain order entered by the
         Bankruptcy Court on May 17, 2002, authorizing the Debtors' limited use
         of the Lenders' cash collateral.

(20)     "Causes of Action" means all rights, claims, causes of action,
         defenses, debts, demands, damages, obligations, and liabilities of any
         kind or nature under contract, at law or in equity, known or unknown,
         contingent or matured, liquidated or unliquidated, and all rights and
         remedies with respect thereto, including, without limitation, causes of
         action arising under chapter 5 of the Bankruptcy Code or similar state
         statutes.

(21)     "Channeling Injunction" has the meaning set forth in Section 3.3.
         herein.

(22)     "Chapter 11 Cases" has the meaning set forth in the introductory
         paragraph of the Plan.


                                       5
<PAGE>

(23)     "Claim" means any Cause of Action against a Debtor or its Estate
         arising prior to the Petition Date.

(24)     "Class 5/6 Channeled Actions" means all Causes of Action of holders of
         Class 5 Senior Redeemable Notes Claims and Class 6 Other Unsecured
         Claims, acting in such capacity, against a TWC Released Party or a WCG
         Indemnitee (except for Causes of Action to enforce any obligation of a
         TWC Released Party or WCG Indemnitee under the Plan, a Plan Document,
         or the TWC Settlement Agreement) that is based in whole or in part on
         any act, omission, event, condition, or thing in existence or that
         occurred in whole or in part prior to the Effective Date.

(25)     "Class 5 Ballot Disapproval" means the receipt of Ballots from holders
         of a majority in number or more than one-third in amount of Allowed
         Class 5 Claims indicating that such holders disapprove of the issuance
         of Lock-Up Consideration Shares to Lock-Up Noteholders.

(26)     "Collateral" means any Asset subject to a lien.

(27)     "Committee" has the meaning set forth in the introductory paragraph of
         the Plan.

(28)     "Confirmation Date" means the date on which the Clerk of the Bankruptcy
         Court enters the Confirmation Order on the docket with respect to the
         Chapter 11 Cases and all other conditions to confirmation of the Plan
         set forth herein have been satisfied or waived.

(29)     "Confirmation Hearing" means the hearing held by the Bankruptcy Court,
         as it may be continued from time to time, to consider confirmation of
         the Plan.

(30)     "Confirmation Order" means the order of the Bankruptcy Court conforming
         the Plan in form and substance acceptable to the Proponents, TWC, and
         the Administrative Agent

(31)     "Contested, when used with respect to a Claim, means a Claim (a) that
         is not listed in the Schedules; (b) that is listed in the Schedules,
         but was scheduled as (1) disputed, contingent, or unliquidated (whether
         in whole or in part); or (ii) undisputed, liquidated, and not
         contingent if a proof of claim has been filed with the Bankruptcy Court
         (but only to the extent the proof of claim is of a different nature
         than (i.e., secured, unsecured, priority, administrative, etc.), or
         exceeds the amount of, the Claim listed in the Schedules); or (c) as to
         which an objection has been filed before the Objection Deadline,
         provided, that a Claim that is Allowed by Final Order or pursuant to
         the Plan shall not be a Contested Claim.

(32)     "Debtors" has the meaning set forth in the introductory paragraph of
         the Plan.

(33)     "Declaration of Trust" means the declaration of trust to be executed
         and delivered by WCG and accepted by the Residual Trustee on the
         Effective Date in substantially the form filed by the Debtors with the
         Bankruptcy Court as a Plan Document

(34)     "Disallowed," when used with respect to a Claim, means a Claim that has
         been disallowed by a Final Order.

(35)     "Disbursing Agent" means New WCG or another entity appointed by New WCG
         to act as Disbursing Agent hereunder.

(36)     "Disclosure Statement" means the disclosure statement with respect to
         the Plan, together with all exhibits and annexes thereto and any
         amendments or modifications thereof, as approved by the Bankruptcy
         Court as containing adequate information in accordance with section
         1125 of the Bankruptcy Code.

(37)     "Distribution Date" means, with respect to a particular Claim, the
         later of the Effective Date or the date on which such Claim becomes an
         Allowed Claim.


                                       6
<PAGE>

(38)     "Effective Date" means the date upon which the transactions
         contemplated herein are consummated, which shall be a Business Day
         selected by the Debtors, with the consent of the Proponents, TWC, and
         the Administrative Agent, after the first Business Day (a) which is ten
         (10) days after the Confirmation Date, (b) on which the Confirmation
         Order is not stayed, and (ii) on which all conditions to the entry of
         the Confirmation Order and the occurrence of the Effective Date have
         been satisfied or waived as provided herein.

(39)     "Equity Interest" means any share or other instrument evidencing a
         stock ownership interest in a Debtor, whether or not transferable or
         denominated "stock", or similar security, and any options, warrants,
         convertible security, or other rights to acquire such shares or other
         instruments, or any legal, equitable, or contractual Claim arising
         therefrom, including but not limited to Claims arising from rescission
         of the purchase or sale of an Equity Interest, for damages arising from
         the purchase or sale of an Equity Interest, or for reimbursement or
         contribution on account of such claim.

(40)     "Estate" means the estate of a Debtor created pursuant to section 541
         of the Bankruptcy Code.

(41)     "Estate Causes of Action" means all Causes of Action of the Estates
         against any Person.

(42)     "Fee Application" means an application or other request for
         compensation or reimbursement of expenses incurred in connection with
         the Chapter 11 Cases of a Professional Person under sections 328, 330,
         or 503 of the Bankruptcy Code.

(43)     "Fee Claim" means a Claim Under sections 328, 330, or 503 of the
         Bankruptcy Code for compensation and reimbursement of expenses incurred
         in connection with the Chapter 11 Cases.

(44)     "Final Order" means (a) an order or judgment of the Bankruptcy Court as
         to which the time to appeal, petition for certiorari, or other
         proceedings for reargument or rehearing has expired and as to which no
         appeal, petition for certiorari, or other proceedings for reargument or
         rehearing shall then be pending or, (b)in the event that an appeal,
         petition for certiorari, or motion for rearguxnent or rehearing has
         been sought, such order of the Bankruptcy Court shall have been
         affirmed by the highest court to which such order was appealed or from
         which reargument or rehearing was sought, or certiorari has been
         denied, and the time to take any further appeal, petition for
         certiorari or other proceedings for reargument or rehearing shall have
         expired; provided, however, that no order shall fail to be a Final
         Order solely because of the possibility that a motion pursuant to Rule
         60 of the Federal Rules of Civil Procedure or Rule 7024 of the
         Bankruptcy Rules may be filed with respect to such order.

(45)     "Indenture Trustees" means Wells Fargo Bank, National Association, as
         successor to The Bank of New York, as trustee pursuant to the Senior
         Reset Note Indenture, and Wilmington Trust Company, as successor to The
         Bank of New York, as trustee pursuant to the Senior Redeemable Notes
         Indenture.

(46)     "Indenture Trustee Charging Lien" means any lien or other priority in
         payment to which the Indenture Trustees are entitled (pursuant to the
         Senior Reset Note Indenture or the Senior Redeemable Notes Indenture,
         respectively, or otherwise) against distributions to be made to the
         holders of Senior Reset Note Claims and Senior Redeemable Notes Claims
         for the payment of any Indenture Trustee Fees.

(47)     "Indenture Trustee Fees" means the reasonable compensation, fees,
         expenses, disbursements, advances and indemnity claims, including,
         without limitation, attorneys' and agents' fees, expenses, and
         disbursements, incurred by the Indenture Trustees, whether prior to or
         after the Petition Date and whether prior to or after the consummation
         of the Plan and the occurrence of the Effective Date.

(48)     "Leucadia" has the meaning set forth in the introductory paragraph of
         the Plan.


                                       7
<PAGE>

(49)     "Leucadia Claims Distribution" means shares of New WCG Common
         Stock which shall be issued to Leucadia pursuant to the TWC Settlement
         Agreement and the Plan in respect of the TWC Assigned Claims, in an
         amount that is equal to the difference between (a) 24.55% of the New
         Equity and (b) one half of the percentage of New Equity issued to
         holders of Liquidated Securities Holder Claims, if any, from the
         Securities Holder Channeling Fund pursuant to the Securities Holder
         Channeling Fund Distribution Procedures.

(50)     "Leucadia Claims Purchase Agreement" means that certain Purchase and
         Sale Agreement dated as of July 26, 2002, by and between TWC and
         Leucadia annexed to the TWC Settlement Agreement, which shall be filed
         with the Bankruptcy Court as a Plan Document, pursuant to which, as a
         component of the TWC Settlement, Leucadia has agreed to purchase, and
         TWC has agreed to sell, certain rights associated with the TWC Assigned
         Claims for $180 million in Cash.

(51)     "Leucadia Investment Agreement" means that certain Investment Agreement
         dated as of July 26,2002, by and between WCG and Leucadia (together
         with certain other documents and agreements executed in connection
         therewith) annexed to the TWC Settlement Agreement, which shall be
         filed with the Bankruptcy Court as Plan Documents, pursuant to which,
         as a component of the TWC Settlement, Leucadia has agreed to make the
         New Investment.

(52)     "Leucadia Investment Distribution" means 20.45% of the New Equity,
         which shall be issued to Leucadia pursuant to the Leucadia Investment
         Agreement in exchange for the New Investment

(53)     "Lenders" means the "Lenders" as such term is defined under the WCL
         Credit Agreement.

(54)     "Liquidated Securities Holder Claim" means a Securities Holder Claim
         that becomes entitled to recovery from the Securities Holder Channeling
         Fund pursuant to the Securities Holder Channeling Fund Distribution
         Procedures.

(55)     "Lock-Up Consideration Shares" means 5% of the Unsecured Creditor
         Distribution that is not allocable to holders of Allowed Class 6 Other
         Unsecured Claims.

(56)     "Lock-Up Noteholder Shares" means, with respect to a particular Lock-Up
         Noteholder, the Lock-Up Consideration Shares multiplied by a fraction,
         the numerator of which is the aggregate principal amount of Senior
         Redeemable Notes listed on such Lock-Up Noteholder's signature page to
         the Restructuring Agreement, and the denominator of which is the
         aggregate principal amount of Senior Redeemable Notes listed on all of
         the signature pages to the Restructuring Agreement of all of the
         Lock-Up Noteholders.

(57)     "Lock-Up Noteholders" means the holders of Senior Redeemable Notes who
         signed the Restructuring Agreement on or before April 22, 2002.

(58)     "New Bylaws" means the Bylaws of New WCG substantially in the form
         filed as a Plan Document.

(59)     "New Charter" means the Certificate of Incorporation for New WCG
         substantially in the form filed as a Plan Document.

(60)     "New Equity" means the shares of New WCG Common Stock to be issued
         under the Plan.

(61)     "New Investment" means the purchase of New WCG Common Stock by Leucadia
         for $150 million in Cash pursuant to the Leucadia Investment Agreement.

(62)     "New WCG" means a corporation that is to be incorporated under the laws
         of the State of Nevada and pursuant to the Plan.


                                       8
<PAGE>

(63)     "New WCG Common Stock" means shares of fully paid and non-assessable
         Class A common stock of New WCG, par value $0.01 per share.

(64)     "New WCG Guarantee" means the guarantee by New WCG of WCL's obligations
         under the Restated Credit Documents, in substantially the form filed as
         a Plan Document

(65)     "Objection Deadline" means the deadline for filing objections to Claims
         as set forth in Section 6.10 of the Plan.

(66)     "Old WCG" means WCG on and after the Effective Date.

(67)     "Other Secured Claim" means any Secured Claim that is not a Prepetition
         Secured Guarantee Claim.

(68)     "Other Unsecured Claim" means any Claim that is not an Administrative
         Claim, a Priority Non-Tax Claim, a Priority Tax Claim, a Secured Claim,
         a TWC Assigned Claim, a Senior Redeemable Notes Claim, a Subordinated
         Claim, or a Claim held by an Affiliate.

(69)     "Person" means an individual, corporation, partnership, limited
         liability company, joint venture, trust, estate, unincorporated
         association, unincorporated organization, governmental entity, or
         political subdivision thereof, or any other entity.

(70)     "Petition Date" means April 22, 2002, the date on which the Chapter 11
         Cases were commenced.

(71)     "Plan" means this chapter 11 plan, the Plan Schedules, the Plan
         Documents, and all supplements, appendices, and schedules thereto,
         either in their present fonn or as any of them may be amended,
         restated, or modified from time to time, as permitted herein and by the
         TWC Settlement Agreement.

(72)     "Plan Documents" means the documents that aid in effectuating the Plan
         specifically identified herein, including but not limited to, the New
         Charter, the New Bylaws, the Plan Schedules, the TWC Settlement
         Agreement, the Building Purchase Agreement, the Building Purchase
         Collateral Documents, the Building Purchase Note, the Leucadia
         Investment Agreement, and the Leucadia Claims Purchase Agreement, each
         in the form filed with the Bankruptcy Court pursuant to Section 5.4 of
         the Plan.

(73)     "Plan Schedules" means the schedules to the Plan in the form filed as a
         Plan Document.

(74)     "Prepetition Secured Guarantee" means, collectively, the guarantees of
         WCL's obligations under the WCL Credit Agreement (a) by WCG pursuant to
         Article 9 of the WCL Credit Agreement; and (b) by CG Austria pursuant
         to that certain Subsidiary Guarantee Supplement dated November 3, 1999.

(75)     "Prepetition Secured Guarantee Claim" means a Claim with respect to the
         Prepetition Secured Guarantee.

(76)     "Pre-Spin Services Agreement" means the Administrative Services
         Agreement, dated September 30, 1999, by and between certain of the TWC
         Entities, WCG, and certain of the Affiliates.

(77)     "Pre-Spin Services Claims" means all Causes of Action of the TWC
         Entities against any Person arising under the Pre- Spin Services
         Agreement.

(78)     "Priority Non-Tax Claim" means any Claim accorded priority in right of
         payment under section 507(a)(3), (4), (5), (6), or (7) of the
         Bankruptcy Code.

(79)     "Priority Tax Claim" means a Claim of a governmental unit of the kind
         specified in section 507(a)(8) of the Bankruptcy Code.


                                       9
<PAGE>
(80)     "Professional Person" means a Person retained or to be compensated
         pursuant to sections 327, 328, 330, 503(b), or 1103 of the Bankruptcy
         Code.

(81)     "Proponents" means the Debtors, the Committee, and Leucadia.

(82)     "Pro Rata Share" means the proportion that the amount of an Allowed
         Claim bears to the aggregate amount of all Claims in Classes 5 and 6,
         including Contested Claims, but not including Disallowed Claims.

(83)     "Released Lender Parties" means the Administrative Agent, the Lenders,
         the other Agents (as defined in the WCL Credit Agreement) and the
         Issuing Banks (as defined in the WCL Credit Agreement), and each of
         their respective present or former directors, officers, employees,
         attorneys, accountants, underwriters, investment bankers, financial
         advisors, and agents, acting in such capacity.

(84)     "Reorganized CG Austria" means CG Austria, from and after the Effective
         Date.

(85)     "Residual Assets" means, with the exception of any Causes of Action
         against or equity interests in any Affiliate, any and all Assets of
         WCG, including, but not limited to, any and all Causes of Action
         against any Person other than an Affiliate.

(86)     "Residual Claims" means the Claims assigned to the Residual Trust
         pursuant to the provisions herein, but only to the extent the amount of
         such assigned Claims exceeds the value, as of the Effective Date, of
         the New WCG Common Stock distributed to the Residual Trust

(87)     "Residual Share" means the authorized capital stock of Old WCG, which
         shall consist of a single share of common stock, $0.01 par value.

(88)     "Residual Trust" means the grantor trust to be created on the Effective
         Date to hold the equity interests in Old WCG for the benefit of holders
         of Allowed Claims in Classes 5, and 6.

(89)     "Residual Trustee" means the Person appointed by the Administrative
         Agent pursuant to the Declaration of Trust to serve as trustee of the
         Residual Trust.

(90)     "Restated Credit Agreement" means the WCL Credit Agreement as amended
         or amended and restated in a manner that is consistent with the
         requirements of Section 2 of the Restructuring Agreement, in the form
         filed as a Plan Document.

(91)     "Restated Credit Documents" means the WCL Credit Documents and all
         other agreements, instruments and documents executed in connection
         therewith, each as may be amended or amended and restated in a manner
         that is consistent with the requirements of Section 2 of the
         Restructuring Agreement, in the form filed as a Plan Document

(92)     "Restated Guarantee" means the Prepetition Secured Guarantee as amended
         or amended and restated pursuant to the Plan and the Restated Credit
         Agreement.

(93)     "Restructuring Agreement" means that certain agreement, dated as of
         April 19, 2002, among the Debtors, WCL, certain Affiliates, the Lenders
         who are signatories thereto, and the holders of Senior Redeemable Notes
         Claims who are signatories thereto, a copy of which agreement was
         attached as an Exhibit to the Debtors' disclosure statement dated May
         20, 2002.

(94)     "SBC" means SBC Communications, Inc., and each of its direct an
         indirect subsidiaries.

(95)     "SBC Authorization" means either the SBC Consent or an order of a court
         of competent jurisdiction in form and substance reasonably satisfactory
         to Leucadia and WCG providing that SBC does not and will not have a


                                       10
<PAGE>

         right to terminate the Master Alliance Agreement between SBC and WCL
         dated February 12, 1999, by reason of (a) the transactions contemplated
         by the Leucadia Investment Agreement and the Leucadia Claims Purchase
         Agreement; (b) the transactions contemplated by the Plan; and (c) the
         Spin-Off.

(96)     "SBC Consent" means the consent by SBC to (a) the transactions
         contemplated by the Leucadia Investment Agreement and the Leucadia
         Claims Purchase Agreement; (b) the transactions contemplated by the
         Plan; and (c) the Spin-Off, in form and substance reasonably
         satisfactory to the Committee, Leucadia, and WCG.

(97)     "Schedules" means the Debtors' schedules of assets and liabilities and
         the statements of financial affairs on file with the Bankruptcy Court
         pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule
         1007, as such schedules and statements have been or may be supplemented
         or amended from time to time.

(98)     "Secured Claim" means (a) a Claim secured by a lien on any Asset, which
         lien is valid, perfected, and enforceable under applicable law and is
         not subject to avoidance under the Bankruptcy Code or other applicable
         non-bankruptcy law, but only to the extent of the value of the
         Collateral that secures payment of the Claim; (b) a Claim that is
         subject to a valid right of setoff under section 553 of the Bankruptcy
         Code; and (c) a Claim Allowed under the Plan as a Secured Claim.

(99)     "Securities Holder" means all current and former holders of securities
         issued by the WCG Entities (and all options, agreements, and
         derivatives thereof) acting in such capacity,provided, however, that
         "Securities Holder" shall not include holders of Allowed Claims in
         Classes 5 and 6 under the Plan, acting in such capacity.

(100)    "Securities Holder Channeled Action" means any Cause of Action of a
         Securities Holder against a WCG Indemnitee that is based in whole or in
         part on any act, omission, event, condition, or thing in existence or
         that occurred in whole or in part prior to the Effective Date.

(101)    "Securities Holder Channeling Fund" means (a) the right to receive up
         to 2% of the New WCG Common Stock (on a fully-diluted basis), to the
         extent that holders of Securities Holder Channeled Actions become
         entitled to receive such stock pursuant to the Securities Holder
         Channeling Fund Distribution Procedures; and/or (b) any recoveries that
         can be obtained from officer/director liability insurance policies of
         the Company that cover officers and directors of the Company or the
         Company's obligation to indemnify its officers and directors.

(102)    "Securities Holder Channeling Fund Distribution Procedures" means the
         procedures set forth in a Plan Document for distributions from the
         Securities Holder Channeling Fund providing, among other things, that
         all recoveries from the Securities Holder Channeling Fund shall be pro
         rata based on the ratio that a particular Liquidated Securities Holder
         Action bears to all Liquidated Securities Holder Claims.

(103)    "Senior Redeemable Note" means any note issued by WCG pursuant to the
         Senior Redeemable Notes Indenture.

(104)    "Senior Redeemable Notes Claim" means any Claim that is not a
         Subordinated Claim and that arises under or in connection with a Senior
         Redeemable Note or the Senior Redeemable Notes Indenture.

(105)    "Senior Redeemable Notes Indenture" means, collectively, (a) that
         certain indenture pertaining to those certain 10.70% senior redeemable
         notes due 2007 and 10.875% senior redeemable notes due 2009 issued,
         respectively, in the aggregate principal amounts of $500 million and
         $1.5 billion, dated as of October 6, 1999 (as subsequently amended,
         restated, modified or otherwise supplemented), between WCG, as Issuer
         and The Bank of New York, as Trustee; and (b) that certain indenture
         pertaining to those certain 11.70% senior redeemable notes due 2008 and
         11.875% senior redeemable notes due 2010 issued, respectively, in the
         aggregate principal amounts of $575 million and $425 million, dated as
         of August 8, 2000 (as subsequently


                                       11
<PAGE>

         amended, restated, modified or otherwise supplemented), between WCG, as
         Issuer, and The Bank of New York, as Trustee.

(106)    "Senior Reset Note" means that certain 8.25% senior reset note due 2008
         in the original principal amount of $1.5 billion, issued by WCG to WCG
         Note Trust pursuant to the Senior Reset Note Indenture.

(107)    "Senior Reset Note Claim" means any Claim that arises under or in
         connection with the Senior Reset Note or the Senior Reset Note
         Indenture.

(108)    "Senior Reset Note Indenture" means that certain indenture dated as of
         March 28, 2001 (as subsequently amended, restated, modified or
         supplemented), between WCG as Issuer and the United States Trust
         Company of New York as Trustee, pursuant to which WCG issued the Senior
         Reset Note to WCG Note Trust.

(109)    "Single Holder" means (a) any individual or group of individuals which
         would, if such individual or group owned 5% or more of stock, be a
         "5-percent shareholder" of New WCG Common Stock (other than a "public
         group") pursuant to Treasury Regulations Section 1.382-2T(g) (including
         indirectly through family members or interests in corporations,
         partnerships, trusts, or other entities which directly own New WCG
         Common Stock, pursuant to Treasury Regulations Section 1.382-2T(h)),
         but treating any options to acquire New WCG Common Stock as exercised
         only if such exercise would result in treating the individual or group
         as a "5-percent shareholder" which was not a "qualified creditor"
         within the meaning of Treasury Regulations Section 1.382-9(d); and (b)
         any group of Persons who acquired their Claims as a "coordinated group"
         described in Treasury Regulations Section 1.382-9(d)(3)(ii)(A),
         provided, however, that TWC and Leucadia shall be excluded from this
         definition of "Single Holder" for any Claims that they may hold other
         than Senior Redeemable Notes Claims.

(110)    "Spin-Off" means the tax-free spin-off of WCG from TWC that became
         effective on April 23, 2001.

(111)    "Subordinated Claim" means any Claim that (a) pursuant to a Final Order
         of the Bankruptcy Court, is found to be subordinate in priority of
         payment, whether contractually, equitably, or otherwise, to Allowed
         Claims in Classes 4, 5, and 6; or (b) is a Claim arising from
         rescission of the purchase or sale of a Senior Redeemable Note, for
         damages arising from the purchase or sale of a Senior Redeemable Note,
         or for reimbursement or contribution allowed under Section 502 of the
         Bankruptcy Code on account of such Claim.

(112)    "Trust Agreement" means that certain Amended and Restated Trust
         Agreement dated as of March 28, 2001, among Wilmington Trust Company,
         WCL and WCG Note Trust, as amended, restated, modified or otherwise
         supplemented from time to time.

(113)    "TWC" means The Williams Companies, Inc., a Delaware corporation.

(114)    "TWC Assigned Claims" means Causes of Action that are (a) ADP Claims,
         (b) Pre-Spin Services Claims, or (c) Senior Reset Note Claims.

(115)    "TWC Continuing Contract" means any contract between any of the TWC
         Entities and a Debtor or an Affiliate that is listed in the Plan
         Schedules as either being assumed and assigned under the Plan or as
         being unaffected by the Plan.

(116)    "TWC Continuing Contract Claims" means the Causes of Action of the TWC
         Entities against WCG and the Affiliates under the TWC Continuing
         Contracts, in such amounts, if any, as are set forth in the Plan
         Schedules.

(117)    "TWC Contributed Distribution" means the difference between (a) 55% of
         the New Equity and (b) the proportion that the aggregate amount of all
         Allowed Claims in Classes 5 and 6 bears to the aggregate amount of all
         Allowed Claims in Classes 4, 5, and 6 multiplied by the difference
         between (i) the New Equity and (ii) the Leucadia Investment
         Distribution.


                                       12
<PAGE>

(118)    "TWC Entities" means TWC, together with all of its direct and
         indirect subsidiaries and affiliates.

(119)    "TWC Plan Support Agreement" means that certain agreement, dated
         February 23,2002, by and between TWC and WCG, pursuant to which, among
         other things, TWC agreed to support a chapter 11 plan with respect to
         WCG.

(120)    "TWC Released Parties" means the TWC Entities and each of their
         respective present and fonner shareholders, members, partners,
         directors, managers, officers, employees, agents, attorneys, advisors,
         and accountants, acting in such capacity.

(121)    "TWC Settlement" has the meaning set forth in Section 3.1 herein.

(122)    "TWC Settlement Agreement" means that certain Settlement Agreement
         dated as of July 26,2002, as amended, among the Debtors, the Committee,
         TWC, and Leucadia (including all agreements annexed as Exhibits
         thereto), which, together with all agreements annexed thereto, shall be
         filed with the Bankruptcy Court as Plan Documents.

(123)    "TWC Settlement Approval Order" means the order of the Bankruptcy
         Court, in form and substance reasonably acceptable to the Debtors, the
         Committee, TWC, and Leucadia, granting the TWC Settlement Motion
         pursuant to Bankruptcy Rule 9019, and authorizing the Debtors' entry
         into the TWC Settlement Agreement and approving the transactions,
         compromises, and settlements set forth therein.

(124)    "TWC Settlement Releasee" means a TWC Released Party or a WCG
         Indemnitee, in each case as the context requires.

(125)    "Unsecured Creditor Distribution" means the difference between (a) 55%
         of the New Equity and (b) one half of the percentage of New Equity
         issued to holders of Liquidated Securities Holder Claims, if any, from
         the Securities Holder Channeling Fund pursuant to the Securities Holder
         Channeling Fund Distribution Procedures.

(126)    "TWC Settlement Motion" means the joint motion of the Debtors and the
         Committee for entry of the TWC Settlement Approval Order.

(127)    "WCG" has the meaning set forth in the introductory paragraph of the
         Plan.

(128)    "WCG Note Trust"means WCG Note Trust, a statutory business trust
         established under the laws of the State of Delaware pursuant to the
         Trust Agreement.

(129)    "WCG Entities" means the Debtors and the Affiliates.

(130)    "WCG Indemnitee" means each of the present and former directors,
         managers, officers, employees, agents, attorneys, advisors, and
         accountants of the WCG Entities, acting in such capacity, excluding
         Persons who serve or served as officers of SBC, to the extent such
         Persons possessed conflicts of interest with respect to the WCG
         Entities while acting as directors of WCG in connection with the
         Spin-Off provided, however, that if the SBC Consent shall have been
         obtained, then such officers of SBC shall be deemed to be WCG
         Indemnitees.

(131)    "WCL" means Williams Communications, LLC, a Delaware limited liability
         company.

(132)    "WCL Credit Agreement" means the amended and restated credit agreement,
         dated as of September 8, 1999, among WCL, WCG, the Lenders, the
         Administrative Agent, JP Morgan Chase Bank (f/k/a The Chase Manhattan
         Bank), as Syndication Agent and Salomon Smith Barney, Inc. and Lehman
         Brothers, Inc. as Joint


                                       13
<PAGE>
         Lead Arrangers and Joint Bookrunners with respect to the Incremental
         Facility referred to therein, and Salomon Smith Barney, Inc., Lehman
         Brothers, Inc. and Merrill Lynch & Co., as Co-Documentation Agents, as
         amended, amended and restated, supplemented, or otherwise modified from
         time to time.

(133)    "WCL Credit Documents" means the WCL Credit Agreement, the WCL Security
         Agreement, and all other documents, instruments, agreements, and liens
         executed and delivered in connection therewith, as amended, amended and
         restated, supplemented, or otherwise modified from time to time.

(134)    "WCL Security Agreement" means the security agreement, dated as of
         April 23, 2001, among WCL, WCG, the Subsidiary Loan Parties (as defined
         therein), and the Administrative Agent, as amended, amended and
         restated, supplemented, or otherwise modified from time to time.

(135)    "WHBC" means Williams Headquarters Building Company, a wholly-owned
         subsidiary of TWC. (136) "WTC" means Williams Technology Center, LLC,
         an indirect wholly-owned subsidiary of WCG.

SECTION 1.2 INTERPRETATION.

           Unless otherwise specified, all section, article, and exhibit
references in the Plan are to the respective section in, article of, or exhibit
to, the Plan, as the same may be amended, waived, or modified from time to time.
The headings in the Plan are for convenience of reference only and shall not
limit or otherwise affect the provisions of the Plan. Words denoting the
singular number shall include the plural number and vice versa, and words
denoting one gender shall include the other gender. In the event of an
inconsistency between the Plan and any other document or agreement, the terms
and provisions of the Plan shall govern and control. However, to the extent any
term or provision of the Plan is determined by the Bankruptcy Court to be
ambiguous, the Disclosure Statement may be referred to for purposes of
interpreting such ambiguous term or provision.

SECTION 1.3 APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION CONTAINED IN
            THE BANKRUPTCY CODE,

           A term used herein that is not defined herein shall have the meaning
ascribed to that term, if any, in the Bankruptcy Code and interpretive case law.
The rules of construction contained in section 102 of the Bankruptcy Code shall
apply to the construction of the Plan.

SECTION 1.4 OTHER TERMS.

         The words "herein," "hereof," "hereto," "hereunder," and others of
similar import refer to the Plan as a whole and not to any particular section,
subsection, or clause contained in the Plan.

SECTION 1.5 PLAN SCHEDULES AND PLAN DOCUMENTS.

          All Plan Schedules and Plan Documents are incorporated into the Plan
by this reference and are a part of the Plan as if set forth in full herein.

                                   ARTICLE II

           CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

SECTION 2.1 NO CLASSIFICATION OF ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS.

          As provided in section 1 123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims shall not be classified for
purposes of voting or receiving distributions under the Plan. All such Claims
shall be treated separately as unclassified Claims on the terms set forth
herein.


                                       14
<PAGE>

SECTION 2.2 TREATMENT OF ADMINISTRATIVE CLAIMS.

         (a) Time for Filing Administrative Claims. Except with respect to (i) a
         Fee Claim, (ii) an Adequate Protection Claim, (iii) a TWC Continuing
         Contract Claim, (iv) a liability incurred and paid in the ordinary
         course f business by a Debtor, or (v) an Administrative Claim that has
         been allowed on or before the Effective Date, within ten (10) days
         after service of notice of entry of the Confirmation Order, the holder
         of an Administrative Claim must file with the Bankruptcy Court and
         serve notice of such Administrative Claim upon counsel to the Debtors,
         the Administrative Agent, and the Committee. Such notice must include
         at a minimum (I) the name of the holder of the Claim, (2) the amount of
         the Claim, and (3) the basis of the Claim. Failure to file this notice
         timely and properly shall result in the Administrative Claim being
         forever barred and discharged.

         (b) Time for Filing Fee Claims. Each Professional Person or other
         entity that holds or asserts an Administrative Claim that is a Fee
         Claim incurred before the Effective Date shall be required to file with
         the Bankruptcy Court, and serve on all parties required In receive
         notice, a Fee Application within forty~five (45) days after the
         Effective Date. The failure to file timely the Fee Application shall
         result in the Fee Claim being forever barred and discharged.

         (c) Allowance of Administrative Claims. An Administrative Claim with
         respect to which notice has been properly filed pursuant to Section
         2.2(a) herein shall become an Allowed Administrative Claim if no
         objection is filed within thirty (30) days after the deadline for
         filing and serving a notice of such Administrative Claim specified in
         Section 2.2(a) herein, or such later date as may be approved by the
         Bankruptcy Court on motion of a Debtor. If an objection is filed within
         such thirty-day period (or any, extension thereof), the Administrative
         Claim shall become an Allowed Administrative Claim only to the extent
         allowed by Final Order or as agreed to by a Debtor after consultation
         with the other Proponents and the Administrative Agent An
         Administrative Claim that is a Fee Claim, and with respect to which a
         Fee Application has been properly filed pursuant to Section 2.2(b)
         herein, shall become an Allowed Administrative Claim only to the extent
         allowed by Final Order. An Administrative Claim as to which no notice
         need be filed as set forth in Section 2.2(a)(iii), (iv) or (v) shall be
         an Allowed Administrative Claim on the Effective Date.

         (d) Payment of Allowed Administrative Claims. Each holder of an Allowed
         Administrative Claim shall receive (i) an amount equal to such holder's
         Allowed Claim in one Cash payment on the Distribution Date, or (ii)
         such other treatment as may be agreed upon in writing by such holder
         and a Debtor after consultation with the Proponents and the
         Administrative Agent; provided, however, that an Administrative Claim
         representing a liability incurred in the ordinary course of business of
         a Debtor may be paid at a Debtor's election in the ordinary course of
         business by such Debtor. All Allowed Administrative Claims shall be
         paid by, and shall be the sole responsibility of, the Debtors.

         (e) Payment of Indenture Trustees.

                  (i) Indenture Trustee Fees. All Allowed Indenture Trustee Fees
                  shall be paid in Cash as an Administrative Claim.

                  (ii) Additional Indenture Trustee Fees. To the extent that the
                  Indenture Trustees provide services of any kind or nature on
                  or following the Effective Date, the Indenture Trustees will
                  receive from the Debtors or New WCG, without the need for
                  application to, or approval of, the Bankruptcy Court, all
                  Indenture Trustee Fees incurred from and after the Effective
                  Date, subject to approval by the Debtors or New WCG and the
                  Administrative Agent


                                       15
<PAGE>

         (f) Extinguishment of Adequate Protection Claim. Upon the occurrence of
         the Effective Date, the Adequate Protection Claim shall be extinguished
         in consideration for the treatment afforded the Prepetition Secured
         Guarantee Claims hereunder.

SECTION 2.3 TREATMENT OF PRIORITY TAX CLAIMS.

         Each holder of an Allowed Priority Tax Claim shall receive, in full
satisfaction of such holder's Allowed Priority Tax Claim, (a) the amount of such
holder's Allowed Priority Tax Claim, with simple interest at the rate of 6.00%
per annum or such other rate as the Bankruptcy Court may determine at the
Confirmation Hearing is appropriate, in equal annual Cash payments, beginning on
the Distribution Date and continuing on each anniversary of the Distribution
Date, until the sixth anniversary of the date of assessment of such Claim
(provided that, after consultation with the other Proponents and the
Administrative Agent, New WCG may prepay the balance of any such Allowed
Priority Tax Claim at any time without penalty); (ii) a lesser amount in one
Cash payment as may be agreed upon in writing by such holder after consultation
with the other Proponents and the Administrative Agent; or (iii) such other
treatment as may be agreed upon in writing by such holder and the Debtor, after
consultation with the other Proponents and the Administrative Agent. The
Confirmation Order shall constitute and provide for an injunction by the
Bankruptcy Court as of the Effective Date against any holder of a Priority Tax
Claim from commencing or continuing any action or proceeding against any
responsible person or officer or director of a Debtor or New WCG that otherwise
would be liable to such holder for payment of a Priority Tax Claim so long as
New WCG is not in default of its obligations with respect to such Claim under
this Section.

SECTION 2.4 CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS
            CLASSIFIED.

         For purposes of organization, voting, distributions, and all
confirmation matters, except as otherwise provided herein, all Claims and Equity
Interests shall be classified and treated as follows:

         a) Class I: Priority Non-Tax Claims. Each holder of an Allowed Priority
         Non-Tax Claim shall be unimpaired under the Plan and, pursuant to
         section 1124 of the Bankruptcy Code, all of the legal, equitable and
         contractual rights of each holder of an Allowed Priority Non-Tax Claim
         in respect of such Claim shall be fully reinstated and retained as
         though the Chapter 11 Cases had not been filed. Holders of Allowed
         Class 1 Claims shall not be entitled to vote on the Plan and, instead,
         shall be deemed to have accepted the Plan.

         b) Class 2: Prepetition Secured Guarantee Claims. On the Effective
         Date, in full and complete satisfaction of all Allowed Prepetition
         Secured Guarantee Claims, the Administrative Agent shall receive the
         New WCG Guarantee and the Restated Guarantee. Any demand under the New
         WCG Guarantee or the Restated Guarantee shall be made in accordance
         with the terms and conditions of the Restated Credit Documents.
         Notwithstanding any additional security interest that may be granted
         pursuant to the Restated Credit Documents, the Administrative Agent,
         for its benefit and the benefit of the Lenders, shall retain any and
         all security interests in the Assets that were in existence on the
         Petition Date under the WCL Credit Documents and such security
         interests shall continue in full force and effect as if the Chapter 11
         Cases had not been filed. If the requisite number of Lenders do not
         agree before the Voting Deadline to be impaired under the Plan, Class 2
         Claims are not impaired under the Plan and holders of Allowed Class 2
         Claims shall not be entitled to vote on the Plan and, instead, shall be
         deemed to have accepted the Plan. If the requisite number of Lenders
         agree before the Voting Deadline to be impaired under the Plan, Class 2
         Claims shall be impaired under the Plan and holders of Allowed Class 2
         Claims shall be entitled to vote to accept or reject the Plan.

         c) Class 3: Other Secured Claims. On the Distribution Date, in full and
         complete satisfaction of all Other Secured Claims, each holder of an
         Allowed Other Secured Claim shall, in the Debtors' discretion after
         consultation with the Administrative Agent, (i) receive deferred Cash
         payments totaling the Allowed amount of such Claim of a value as of the
         Effective Date at least equal to the value of such holder's interest in
         the Collateral securing its Claim, and shall retain the lien securing
         such Claim and all rights under any instrument evidencing such Claim
         until paid as provided herein; (ii) receive, pursuant to abandonment by
         the Debtors, possession of and the right to foreclose its lien; or
         (iii) be treated in accordance with an agreement between


                                       16
<PAGE>

         the Debtors and the holder of such Allowed Other Secured Claim, after
         consultation with the Administrative Agent Class 3 Claims are impaired
         by the Plan and holders of Allowed Class 3 Claims shall be entitled to
         vote to accept or reject the Plan.

         d) Class 4: TWC Assigned Claims. On the Effective Date, the TWC
         Assigned Claims shall be Allowed Claims in the aggregate amount of
         $2.36 billion, shall have the same priority for all purposes under the
         Plan as Class 5: Senior Redeemable Notes Claims and Class 6: Other
         Unsecured Claims, and shall not be subject to defense, offset,
         reduction, objection, subordination, recharacterization, or any other
         Cause of Action that would reduce, delay, or impede distributions under
         the Plan in respect of the TWC Assigned Claims. On the Effective Date,
         in full and complete satisfaction of all holders' TWC Assigned Claims,
         the TWC Assigned Claims shall be deemed conclusively to have been
         assigned to the Residual Trust, in exchange for the Leucadia Claims
         Distribution and the TWC Contributed Distribution; provided, however,
         that in accordance with the TWC Settlement and as provided in Section
         3.2 of the Plan, New WCG shall issue only the Leucadia Claims
         Distribution and all holders of TWC Assigned Claims shall forever
         forego, waive, and release any and all other Causes of Action against
         the WCG Entities and the WCG Indemnitees with respect to the TWC
         Assigned Claims, including any claim or right to the TWC Contributed
         Distribution. Class 4 Claims are impaired by the Plan and holders of
         Class 4 Claims shall be entitled to vote to accept or reject the Plan.

         e) Class 5: Senior Redeemable Notes Claims. On the Effective Date, each
         Senior Redeemable Notes Claim held by an Affiliate on or after the
         Petition Date shall be disallowed in its entirety. Allowed Senior
         Redeemable Notes shall have the same priority for all purposes under
         the Plan as Class 4: TWC Assigned Claims and Class 6: Other Unsecured
         Claims and, on the Distribution Date, in full and complete satisfaction
         of all holders' Senior Redeemable Notes Claims, each holder of an
         Allowed Senior Redeemable Note: (i) shall be deemed conclusively to
         have assigned its entire Allowed Senior Redeemable Notes Claim,
         together with any and all rights related thereto, to the Residual Trust
         in exchange for such holder's Pro Rats Share of the beneficial
         interests in the Residual Trust and (ii) will receive from the Residual
         Trust such holder's Pro Rats Share of (A) the difference between the
         Unsecured Creditor Distribution and any Lock-Up Consideration Shares
         (but limited to 4.99% of outstanding New WCG Common Stock as of the
         Effective Date to any Single Holder regardless of the Allowed amount of
         such Single Holder's Claim) and (B) any Available Proceeds. Class 5
         Claims are impaired by the Plan and holders of Allowed Class 5 Claims
         shall be entitled to vote to accept or reject the Plan.

         (f) Class 6: Other Unsecured Claims. Allowed Other Unsecured Claims
         shall have the same priority for all purposes under the Plan as Class
         4: TWC Assigned Claims and Class 5: Senior Redeemable Notes Chains. On
         the Distribution Date, in full and complete satisfaction of all
         holders' Other Unsecured Claims, each holder of an Allowed Other
         Unsecured Claim: (1) shall be deemed conclusively to have assigned its
         entire Allowed Unsecured Claim, together with any and all rights
         related thereto, to the Residual Trust in exchange for such holder's
         Pro Rats Share of the beneficial interests in the Residual Trust, and
         (ii) shall receive from the Residual Trust such holder's Pro Rats Share
         of(A) the Unsecured Creditor Distribution (but limited to 4.99% of
         outstanding New WCG Common Stock as of the Effective Date to any Single
         Holder regardless of the Allowed amount of such Single Holder's Claim)
         and (B) any Available Proceeds. Class 6 Claims are impaired by the Plan
         and holders of Allowed Class 6 Claims shall be entitled to vote to
         accept or reject the Plan.

         (g) Class 7: Subordinated Claims. On the Effective Date, each and every
         Subordinated Claim shall be fully and completely discharged and the
         holder thereof shall receive no distribution under the Plan on account
         of such Class 7 Claims. Class 7 Claims are impaired by the Plan and
         holders of such Claims shall not be entitled to vote on the Plan and,
         instead, shall be deemed to have rejected the Plan.

         (h) Class 8: WCG Equity Interests. On the Effective Date, each and
         every Equity Interest in WCG shall be cancelled and discharged and the
         holder thereof shall receive no distribution under the Plan on account
         of such Class 8 WCG Equity Interest Class 8 Equity Interests are
         impaired by the Plan and holders of such Equity Interests shall not be
         entitled to vote on the Plan and, instead, shall be deemed to have
         rejected the Plan.


                                       17
<PAGE>

         (i) Class 9: CG Austria Equity Interests. On the Effective Date, each
         and every Equity Interest in CG Austria shall be reinstated as though
         the Chapter 11 Cases had not been filed. Class 9 Equity Interests shall
         be unimpaired by the Plan. WCL, the sole holder of Class 9 Equity
         Interests, shall not be entitled to vote on the Plan and, instead,
         shall be deemed to have accepted the Plan.

SECTION 2.5 MAXIMUM DISTRIBUTION.

          Notwithstanding the provisions of Section 2.4(e) and 2.4(f) herein,
the maximum aggregate amount of all distributions of New WCG Common Stock under
the Plan to a Single Holder shall be 4.99% and under no circumstances shall a
Single Holder receive New WCG Common Stock under the Plan in excess of such
amount regardless of the Allowed amount or amounts of such Single Holder's Claim
or Claims.

SECTION 2.6 LOCK-UP NOTEHOLDER CONSIDERATION

         On the Effective Date, if there has not been a Class 5 Ballot
Disapproval, then in consideration for each Lock-Up Noteholder's agreement to be
bound by the Restructuring Agreement and agreement not to transfer its holdings
of Senior Redeemable Notes (except as provided in the Restructuring Agreement),
New WCG will issue to each Lock-Up Noteholder its Lock-Up Noteholder Shares;
provided, however, to the extent that (a) the Proponents determine that such
distribution would unduly jeopardize tax assets of New WCG or (b) the Bankruptcy
Court determines that such distribution would cause unfair discrimination among
holders of Allowed Claims or otherwise cause the Plan to violate or be
inconsistent with the provisions of the Bankruptcy Code, then no distribution of
Lock-Up Consideration Shares (or such lesser amount of the Lock-Up Consideration
Shares as may be determined by the Bankruptcy Court or the Proponents) shall be
made.

SECTION 2.7 SEPARATE CLASSIFICATION OF CLAIMS.

         Although class treatments are set forth in consolidated fashion in the
Plan, votes will be tabulated and treatment will be implemented on a
Debtor-by-Debtor basis. In addition, although placed in one category for
purposes of convenience, each Claim that is determined to be an Other Secured
Claim against a Debtor shall be treated as such in a separate Class for purposes
of voting and receiving distributions under the Plan.


SECTION 2.8 CLASSIFICATION RULES.

         A Claim is in a particular Class only to the extent that the Claim
qualifies within the description of Claims of that Class, and such Claim is in a
different Class to the extent that the remainder of the Claim qualifies within
the description of a different Class. Pursuant to section 1 123(a)(4) of the
Bankruptcy Code, all Allowed Claims of a particular Class shall receive the same
treatment unless the Holder of a particular Allowed Claim agrees to a less
favorable treatment for such Allowed Claim. Except with respect to the Leucadia
Claims Distribution, this Plan shall give effect to subordination agreements
which are enforceable under applicable nonbankruptcy law, pursuant to section
510(a) of the Bankruptcy Code, except to the extent the beneficiary or
beneficiaries thereof agree to less favorable treatment This Plan shall also
give effect to the subordination rules of sections 510(b) and (c) of the
Bankruptcy Code. The inclusion of a creditor by name or status in any Class is
for purposes of general description only and includes all Persons claiming as
beneficial interest holders, assignees, heirs, devisees, transferees, or
successors in interest of any kind of the creditor named.

SECTION 2.9 IMPAIRMENT CONTROVERSIES

         If a controversy arises as to whether any Claim or Equity Interest, or
any class of Claims or Class of Equity Interests, is impaired under the Plan,
the Bankruptcy Court shall, after notice and a hearing, determine such
controversy.


                                       18
<PAGE>

SECTION 2.10 CONFIRMATION WITHOUT ACCEPTANCE BY ALL IMPAIRED CLASSES

         Classes 7 and 8 are classes of Claims or Equity Interests that are
deemed to have rejected the Plan. Notwithstanding such rejections (or the
rejection by one or more other impaired classes under the Plan), the Proponents
intend to seek confirmation of the Plan in accordance with section 1129(b) of
the Bankruptcy Code.

SECTION 2.11 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

                  (a) Rejection of Executory Contracts and Unexpired Leases.
         Pursuant to Section 365(a) of the Bankruptcy Code, the Plan constitutes
         a motion to reject, upon the occurrence of the Effective Date, each and
         every executory contract and unexpired lease (i) that is listed in the
         Plan Schedules as being rejected pursuant to the Plan, and (ii) except
         for TWC Continuing Contracts, all contracts and leases to which one or
         more TWC Entities are the only parties that are neither a Debtor nor an
         Affiliate. The Confirmation Order shall constitute the Bankruptcy
         Court's approval of such rejections pursuant to section 365(a) of the
         Bankruptcy Code and findings by the Bankruptcy Court that the
         requirements of section 365(a) of the Bankruptcy Code have been
         satisfied with respect to each rejected executory contract or lease,
         and that each such rejection is in the best interests of the Debtors
         and their Estates.

                  (b) Assumptions If Not Rejected. The Plan constitutes a motion
         pursuant to section 365(a) of the Bankruptcy Code by WCG to assume and
         assign to New WCG, and by CG Austria to assume, each and every
         executory contract and unexpired lease of such Debtor (including,
         without limitation, the TWC Continuing Contracts to the extent a Debtor
         is a party thereto) that has not been rejected or that is not being
         rejected, either pursuant to the Plan or by separate motion. The
         Confirmation Order shall constitute the Bankruptcy Court's approval of
         such assumptions and assignments pursuant to section 365(a) of the
         Bankruptcy Code and findings by the Bankruptcy Court that the
         requirements of section 365(b) of the Bankruptcy Code have been
         satisfied with respect to each assumed and assigned contract and lease,
         and that each such assumption and assignment is in the best interests
         of the Debtors and their Estates.

                  (c) Indemnification Obligations. The obligations of a Debtor
         to indemnify, defend, advance litigation expenses, reimburse, or limit
         the liability of any person serving on and after the Petition Date as
         an employee, officer, or director of a Debtor by reason of such
         person's service in such capacity or as may be otherwise provided in a
         Debtor's constituent documents, in a written agreement with a Debtor,
         or in applicable law, each as applicable, shall be treated as executory
         contracts that are being assumed and assigned to New WCG pursuant to
         the Plan and Section 365(a) of the Bankruptcy Code. Accordingly, such
         obligations shall be unimpaired by the Plan irrespective of whether
         such indemnification is owed with respect to an act or event occurring
         before or after the Petition Date;provided, however, that such
         assignment shall in no way release or affect any obligation of Old WCG
         to indemnify, defend, advance litigation expenses, reimburse, or limit
         the liability of such a person.

                 (d) Cure Payments. Any Claim for amounts owed pursuant to
        section 365(b)(l) of the Bankruptcy Code or as a consequence of a
        Debtor's assumption or assignment of an executory contract or lease
        (excluding the TWC Continuing Contracts and claims arising from the
        assumptions of indemnification obligations pursuant to Section 2.11(c)
        herein) must be timely filed and served as provided in Section 2.2(a) of
        the Plan. Any Claim for amounts owed pursuant to section 365(b)(l) of
        the Bankruptcy Code as a consequence of a Debtor's assumption or
        assignment of an executory contract or lease (excluding the TWC
        Continuing Contracts and claims arising from the assumptions of
        indemnification obligations pursuant to Section 2.11(c) herein) that is
        not filed and served within such time will be forever barred from
        assertion and shall not be enforceable against New WCG or its assets,
        nor against a Debtor, its Estate, its Assets or Old WCG. Unless
        otherwise ordered by the Bankruptcy Court, all such Claims for amounts
        owed pursuant to section 365(b)(1) of the Bankruptcy Code as a
        consequence of a Debtor's assumption or assignment of an executory
        contract or lease that are timely filed as provided herein shall be
        treated as Administrative Claims.


                                       19
<PAGE>
                   (e) Claims Arising from Rejection. A Claim arising from the
         rejection of an executory contract or unexpired lease must be filed
         with the Bankruptcy Court and served on the Debtors (i) in the case of
         an order approving such rejection entered prior to the Confirmation
         Date, in accordance with the such order but in no case more than thirty
         (30) days after the Confirmation Date, (ii) in the case of an executory
         contract or unexpired lease that is rejected hereunder, no later than
         thirty (30) days after the Confirmation Date, or (iii) in the case of
         an order approving such rejection entered after the Confirmation Date,
         in accordance with such order. Any Claim arising from the rejection of
         an executory contract or unexpired lease for which a proof of claim is
         not filed and served within such time will be forever barred from
         assertion and shall not be enforceable against a Debtor, its Estate or
         its Assets. Unless otherwise ordered by the Bankruptcy Court, all such
         Claims that are timely filed as provided herein shall be treated as
         Other Unsecured Claims under the Plan.

                                   ARTICLE III

                               THE TWC SETTLEMENT

SECTION 3.1 IMPLEMENTATION OF TWC SETTLEMENT AGREEMENT

         The Confirmation Order shall authorize the consummation and
implementation of all of the transactions contemplated by the TWC Settlement
Agreement and which comprise the global compromise and settlement embodied
therein (the "TWC Settlement"). In connection therewith, as provided in the TWC
Settlement Approval Order, on the Effective Date,

                   (a) Except for Causes of Action arising under the TWC
         Settlement Agreement, the TWC Continuing Contracts, the Plan, or the
         Plan Documents, each TWC Released Party shall forever waive, release,
         and discharge any and all Causes of Action against any and all of the
         WCG Entities and the WCG Indemnitees that are based in whole or in part
         on any act, omission, event, condition, or thing in existence or that
         occurred in whole or in part prior to the Effective Date of the Plan,
         and (solely, with respect to the WCG Indemnitees) arising out of or
         relating in any way to a WCG Indemnitee's relationship with, or
         transactions involving a WCG Entity;

                   (b) Except for Causes of Action arising under the Settlement
         Agreement, the TWC Continuing Contracts, the Plan, or the Plan
         Documents, the Committee, each WCG Entity, and each WCG Indemnitee
         shall forever waive, release, and discharge any and all Causes of
         Action against any and all TWC Released Parties that are based in whole
         or in part on any act, omission, event, condition, or thing in
         existence or that occurred in whole or in part prior to the Plan
         Effective Date and arising out of or relating in any way to a WCG
         Entity or its present or former assets, or a TWC Released Party's
         relationship with, or transactions involving a WCG Entity or its
         present or former assets.

SECTION 3.2 TWC CONTRIBUTED DISTRIBUTION.

         On the Effective Date, pursuant to the TWC Settlement Agreement and the
Plan, the TWC Contributed Distribution shall be forgone by TWC for the benefit
of all holders of Class 5/6 Channeled Actions, and the value thereof shall be
deemed to support the Channeling Injunction.

SECTION 3.3 CHANNELING INJUNCTION.

         Pursuant to the TWC Settlement Agreement, the Confirmation Order shall
contain an injunction (the "Channeling Injunction") (i) providing that (A) all
Class 5/6 Channeled Actions shall be shall be channeled to and fully and
completely satisfied as a result of the TWC Contributed Distribution and the
other consideration provided by the TWC Entities under the


                                       20
<PAGE>

TWC Settlement Agreement; and (B) all Securities Holder Channeled Actions shall
be channeled to and fully and completely satisfied from the Securities Holder
Channeling Fund; and (ii) enjoining (except as may be required for recovery from
officer/director insurance policies of the Company) the holders of Class 5/6
Channeled Actions and Securities Holder Channeled Actions from:

                  (a) commencing, conducting, or continuing in any manner,
         directly or indirectly, any suit, action or other proceeding of any
         kind against a TWC Settlement Releasee or its direct or indirect
         successor in interest (including, without limitation, all suits,
         actions, and proceedings that are pending as of the Effective Date,
         which must be withdrawn or dismissed with prejudice) except as may be
         necessary to access the Securities Holder Channeling Fund;

                  (b) enforcing, levying, attaching, collecting or otherwise
         recovering by any manner or means whether directly or indirectly any
         judgment, award, decree or order against a TWC Settlement Releasee or
         its assets or property, or its direct or indirect successor in
         interest, or any assets or property of such transferee or successor,

                  (c) creating, perfecting or otherwise enforcing in any manner,
         directly or indirectly, any lien against a TWC Settlement Releasee or
         its assets or property, or its indirect or indirect successors in
         interest, or any assets or property of such transferee or successor,

                  (d) asserting any set-off, right of subrogation or recoupment
         of any kind, directly or indirectly against any obligation due a TWC
         Settlement Releasee or its assets or property, or its direct or
         indirect successors in interest, or any assets or property of such
         transferee or successor, and

                  (e) proceeding in any manner that does not conform or comply
         with the provisions of the Plan (including the Securities Holder
         Channeling Fund Distribution Procedures), the TWC Settlement Approval
         Order, or the Settlement Agreement.

                                   ARTICLE IV

                            CONFIRMATION OF THE PLAN

SECTION 4.1 CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN.

         It is a condition to confirmation of the Plan that the Clerk of the
Bankruptcy Court shall have entered:

                  (a) the TWC Settlement Approval Order which, among other
         things, shall:

                          (i) approve in all respects the TWC Settlement
                  Agreement and the compromises and transactions contemplated
                  thereby and contain findings and conclusions in support of the
                  components thereof that are reasonably satisfactory to the
                  Proponents, TWC, and the Administrative Agent, and

                           (ii) authorize and approve in all respects (A) the
                  Leucadia Investment Agreement and the transactions
                  contemplated thereby, (B) the Leucadia Claims Purchase
                  Agreement and the transactions contemplated thereby, (C) the
                  Building Purchase Agreement and the transactions contemplated
                  thereby, and (D) the Additional Settlement Transactions;

                  (b) the Confirmation Order which, among other things, shall:

                           (i) authorize the implementation and consummation of
                           all of the compromises and transactions contemplated
                           by the TWC Settlement Agreement, including, without
                           limitation, all of the releases and the Channeling
                           Injunction contemplated thereby;


                                       21
<PAGE>
                           (ii) authorize each Debtor to (A) assume and assign
                           all executory contracts and unexpired leases that
                           such Debtor may seek to assume and assign under the
                           Plan (including any TWC Continuing Contract), and (B)
                           reject all unexpired leases and executory contracts
                           that such Debtor may seek to reject under the Plan:
                           and (iii) contain findings and conclusions in support
                           of confirmation of the Plan that are reasonably
                           satisfactory to the Proponents, TWC, and the
                           Administrative Agent.

                           (iii) contain findings and conclusions in support of
                           confirmation of the Plan that are reasonably
                           satisfactory to the Proponents, TWC and the
                           Administrative Agent.

SECTION 4.2 CONDITIONS PRECEDENT TO THE OCCURRENCE OF THE EFFECTIVE DATE.

          It is a condition to the occurrence of the Effective Date that the
following shall have occurred on or before October 14, 2002:

                  (a) the Confirmation Order and the TWC Settlement Approval
         Order shall have been entered and become Final Orders;

                  (b) all necessary and material consents, authorizations, and
         approvals, including, without limitation, the SBC Authorization,
         consents and authorizations under the WCL Credit Documents, the
         Restated Credit Documents, and each Plan Document, shall have been
         given or waived for the transfers and transactions described in the
         Plan, including, without limitation, the transfers of property and the
         payments described in the Plan, as applicable;

                  (c) all conditions to the consummation of the transactions
         contemplated by the Leucadia Investment Agreement, the Leucadia Claims
         Purchase Agreement, the Building Purchase Agreement, and the Additional
         Settlement Transactions shall have been satisfied or waived;

                  (d) all components of the TWC Settlement Agreement shall have
         been consummated;

                  (e) the Restated Credit Documents shall have been executed and
         delivered by the parties thereto and all conditions therein shall have
         been satisfied or waived;

                  (f) WCL shall have paid the Extension Payment and the
         Subsequent Payment (as such terms are defined in the Restructuring
         Agreement) indefeasibly, in full in Cash; and

                  (g) all conditions of the Restructuring Agreement with respect
         to the Lenders shall have been satisfied or waived by the requisite
         number of Lenders.

SECTION 4.3 WAIVER OF CONDITIONS.

                  (a) The Debtors, with the consent of the Proponents and the
         Administrative Agent, may waive the conditions to confirmation of the
         Plan described in Section 4.1(b)(ii),provided, however, that the
         condition with respect to the assumption and assignment of the TWC
         Continuing Contracts may only be waived with the consent of TWC.

                  (b) The Debtors, with the consent of the Proponents and the
         Administrative Agent, may waive the conditions to the occurrence of the
         Effective Date described in Section 4.2(e), 4.2(f), and 4.2(g).

                  (c) Except as set forth herein, none of the conditions to
         confirmation of the Plan or the occurrence of the Effective Date may be
         waived without the consent of the Proponents, the Administrative Agent,
         and TWC.


                                       22
<PAGE>

SECTION 4.4 EFFECT OF CONFIRMATION OF THE PLAN

                  (a) Debtors' Authority. Until the Effective Date, the
         Bankruptcy Court shall retain custody and jurisdiction of the Debtors
         and their respective Assets and operations. On and after the Effective
         Date, the Debtors and their respective Assets and operations shall be
         released from the custody and jurisdiction of the Bankruptcy Court,
         except for those matters as to which the Bankruptcy Court specifically
         retains jurisdiction under the Plan or the Confirmation Order,provided,
         however, that the Cash and New WCG Common Stock to be distributed
         pursuant to the Plan will remain subject to the jurisdiction and
         custody of the Bankruptcy Court until they are. distributed or become
         unclaimed property as provided herein.

                  (b) Vesting of Assets. On the Effective Date, title to: (i)
         100% of WCG's Causes of Action against and equity interests in WCL
         shall vest.in New WCG, (ii) all Assets of CG Austria shall vest in CG
         Austria, and (iii) all Residual Assets, including any and all Causes of
         Action of the Debtors (whether arising under chapter 5 of the
         Bankruptcy Code or otherwise) that are in existence on the Effective
         Date and not explicitly released hereunder or pursuant to the Cash
         Collateral Order, shall be preserved and unaffected by the occurrence
         of the Effective Date and shall vest in Old WCG, in each case free and
         clear of all liens, Causes of Action, and interests against, in, or on
         such Assets except as may be provided in Section 2.4(b) herein or in
         the Restated Credit Documents.

                  (c) Dissolution of the Committee. On the Effective Date, the
         Committee shall be dissolved arid its members shall be released of all
         of their duties, responsibilities, and obligations in connection with
         the Chapter 11 Cases. On the Effective Date, the Residual Trustee shall
         be substituted for the Committee as party in interest with respect to
         any pending objections to Claims or other litigation filed by or
         against the Committee.

                  (d) Discharge of the Debtors. Except for the Residual Claims,
         or as may be otherwise provided herein, in the Confirmation Order, or
         in the Restated Credit Documents, the rights afforded in the Plan and
         the payments and distributions to be made hereunder shall discharge all
         Causes of Action against a Debtor or its Estate that arose before the
         Effective Date to the extent permitted by section 1141 of the
         Bankruptcy Code, including but not limited to all Causes of Action of
         the kind specified in section 502(g), 502(h), or 502(i) of the
         Bankruptcy Code, whether or not (i) a proof of claim based upon such
         debt is filed or deemed filed under section 501 of the Bankruptcy Code;
         (ii) a Claim based upon such debt is allowed under section 502 of the
         Bankruptcy Code; or (iii) the holder of a Claim based upon such debt
         has accepted the Plan. The Confirmation Order, except as provided
         herein or therein, shall be a judicial determination of discharge of
         all Causes of Action against a Debtor, such discharge shall void any
         judgment against a Debtor at any time obtained to the extent it relates
         to a discharged Cause of Action, and all Persons shall be precluded
         from asserting against a Debtor, or any of the Assets, any Cause of
         Action based upon any act or omission, transaction, or other activity
         of any kind or nature that occurred. prior to the Effective Date,
         whether or not such holder filed a proof of claim. As provided in
         section 524 of the Bankruptcy Code, entry of the Confirmation Order
         shall operate as an injunction against the prosecution of any action
         against a Debtor or its property to the extent it relates to a
         discharged Cause of Action.

                  (e) Injunction. On the Effective Date, except as otherwise
         provided herein or in the Confirmation Order, all Persons who have
         been, are, or may be holders of Claims against or Equity Interests in a
         Debtor shall be enjoined from taking any of the following actions
         against or affecting a Debtor, its Estate, or the Assets and property
         with respect to such Claims or Equity Interests (other than actions
         brought to enforce any rights or obligations under the Plan and
         appeals, if any, from the Confirmation Order):

                                    (i) commencing, conducting, or continuing in
                  any manner, directly or indirectly, any suit, action, or other
                  proceeding of any kind against a Debtor, its Estate, or the
                  Assets, or any direct or indirect successor in interest to a
                  Debtor (including New WCG), or any assets or property of such
                  transferee or successor (including, without limitation, all
                  suits, actions, and proceedings that are pending as of the
                  Effective Date, which must be withdrawn or dismissed with
                  prejudice);

                                    (ii) enforcing, levying, attaching,
                  collecting, or otherwise recovering by any manner or means
                  whether directly or indirectly any judgment, award, decree or
                  order against a Debtor, its Estate, or the Assets, or any
                  direct or indirect successor in interest to a Debtor
                  (including


                                       23
<PAGE>

                  New WCG), or any assets or property of such transferee or
                  successor,

                                    (iii) creating, perfecting, or otherwise
                  enforcing in any manner, directly or indirectly, any lien
                  against a Debtor, its Estate, or the Assets, or any direct or
                  indirect successor in interest to any of a Debtor (including
                  New WCG), or any assets or property of such transferee or
                  successor other than as contemplated by the Plan;

                                    (iv) except as provided herein, asserting
                  any setoff, right of subrogation, or recoupment of any kind,
                  directly or indirectly against any obligation due a Debtor,
                  its Estate, or its Assets, or any direct or indirect successor
                  in interest to a Debtor (including New WCG), or any assets or
                  property of such transferee or successor~ and

                                    (v)proceeding in any manner in any place
                  whatsoever that does not conform to or comply with the
                  provisions of the Plan or the settlements set forth herein to
                  the extent such settlements have been approved by the
                  Bankruptcy Court in connection with confirmation of the Plan;

         provided, however, that nothing in this Section shall affect the rights
         of the Administrative Agent or Lenders under the New WCG Guarantee, the
         Restated Guarantee, the WCL Credit Documents, or the Restated Credit
         -Documents, or the rights of the TWC entities under the TWC Continuing
         Contracts or any of the other agreements entered into in connection
         with the TWC Settlement Agreement.

                  (f) Retention of CG Austria Equity Interests. Upon the
         occurrence of the Effective Date, all Equity Interests of CG Austria
         shall be retained by and shall vest in WCL (subject to the Restated
         Credit Documents) as if the Chapter 11 Cases had not been commenced.

                  (g) Cancellation of Instruments and Agreements. Upon the
         occurrence of the Effective Date, except as may be assigned to the
         Residual Trust or as otherwise provided herein, in the WCL Credit
         Documents, or in the Confirmation Order, all agreements, instruments,
         indentures, notes, warrants, options, share certificates, or other
         documents (other than the Restated Credit Documents, the WCL Credit
         Documents, and any insurance policy of a Debtor) evidencing, giving
         rise to, or governing any Claim or Equity Interest shall be deemed
         canceled and annulled without further act or action under any
         applicable agreement, law, regulation, order, or rule, and the
         obligations of a Debtor under such agreements, instruments, indentures,
         notes, warrants, options, share certificates, or other documents shall
         be discharged; provided however, that the Senior Reset Note Indenture
         and the Senior Redeemable Notes Indenture shall continue in effect
         solely for the purposes of (a) allowing the holders of the Senior Reset
         Note Claims and Senior Redeemable Notes Claims to receive their
         distributions hereunder, (b) allowing the Indenture Trustees to make
         the distributions to be made on account of the Senior Reset Notes and
         Senior Redeemable Notes, and (c) permitting the Indenture Trustees to
         recover the Indenture Trustee Fees in accordance with Section 2.2(e) of
         this Plan and, if necessary for any reason, in the sole determination
         of the Indenture Trustees, to assert their Indenture Trustee Charging
         Lien against such distributions for payment of the Indenture Trustee
         Fees.

                  (h) Disallowance of Affiliate Senior Redeemable Notes. Upon
         the occurrence of the Effective Date, any Senior Redeemable Note that
         was held by an Affiliate on the Petition Date shall be disallowed in
         its entirety and the holder of such Note shall not receive any
         distribution on account of such Senior Redeemable Note.

                  (i) Treatment of Affiliate Claims. Except for Senior
         Redeemable Notes Claims and as otherwise expressly provided herein or
         in the Restated Credit Documents, all rights, claims, Causes of Action,
         obligations, and liabilities between and among each Debtor and its
         Affiliates shall be reinstated and/or unimpaired on the Effective Date
         as if the Chapter II Cases had not been filed.

                  (j) Exculpation.


                                       24
<PAGE>

                           (i) From and after the Effective Date, neither the
                  Debtors, their Affiliates, the Administrative Agent, the
                  Lenders, the Committee, Leucadia, the TWC Entities, nor any of
                  their respective directors, officers, employees, members,
                  attorneys, consultants, advisors, and agents (acting in such
                  capacity), shall have or incur any liability to any Person for
                  any act taken or omitted to be taken in connection with the
                  Debtors' restructuring, including the formulation,
                  preparation, dissemination, implementation, confirmation or
                  approval of the Restructuring Agreement, the TWC Plan Support
                  Agreement, the TWC Settlement Agreement, the Plan, the Plan
                  Documents, the Disclosure Statement, or any contract,
                  instrument, release or other agreement or document provided
                  for or contemplated in connection with the consummation of the
                  transactions set forth in the Plan; provided, however, that
                  the foregoing provisions shall not affect the liability of any
                  Person that otherwise would result from any such act or
                  omission to the extent that act or omission is determined in a
                  Final Order to have constituted gross negligence or willful
                  misconduct. Any of the foregoing parties in all respects shall
                  be entitled to rely upon the advice of counsel with respect to
                  their duties and responsibilities under the Plan.

                           (ii) From and after the Effective Date, the Indenture
                  Trustees and their agents, attorneys, and advisors shall be
                  exculpated by all Persons and entities, including, without
                  limitation, all holders of Senior Reset Note Claims and Senior
                  Redeemable Notes Claims and other parties in interest, from
                  any and all claims, causes of action, and other assertions of
                  liability arising out of the discharge of the powers and
                  duties conferred upon such Indenture Trustees by the Senior
                  Reset Note Indenture, the Senior Redeemable Notes Indenture or
                  the Plan or any order of the Bankruptcy Court entered pursuant
                  to or in furtherance of the Plan, or applicable law, except
                  for actions or omissions to act arising out of the gross
                  negligence or willful misconduct of the Indenture Trustees. No
                  holder of a Senior Reset Note Claim and Senior Redeemable
                  Notes Claim or other party in interest shall have or pursue
                  any claim or cause of action against the Indenture Trustees
                  and their agents, attorneys and advisors for making
                  distributions in accordance with this Plan or for implementing
                  the provisions of this Plan.

                  (k) Release By Holders. As of the Effective Date, each holder
         of a Senior Reset Note Claim and Senior Redeemable Notes Claim to the
         fullest extent permissible under applicable law, as such law may be
         extended or interpreted subsequent to the Effective Date, shall be
         deemed to forever release, waive, and discharge all claims,
         obligations, suits, judgments, damages, demands, debts, rights, causes
         of action, and liabilities, whether liquidated or unliquidated, fixed
         or contingent, matured or unmatured, known or unknown, foreseen or
         unforeseen or then existing or thereafter arising in law, equity or
         otherwise, that are based in whole or in part on any act, omission,
         transaction, or other occurrence taking place on or prior to the
         Effective Date in any way relating to the Indenture Trustees or their
         agents, attorneys, and advisors that such entity has, had or may have,
         against the Indenture Trustees or their agents, attorneys, and
         advisors, or all Persons or entities claiming through them, and any of
         their respective present or former directors, officers, employees,
         agents, representatives, attorneys, accountants, underwriters,
         investment bankers or financial advisors and any of their respective
         successors or assigns. This release, waiver and discharge will be in
         addition to the discharge of claims and termination of interests
         provided herein and under the Confirmation Order and the Bankruptcy
         Code.

                  (1) Release By Debtors. As of and on the Effective Date, the
         Debtors, their Estates, all Persons claiming through them, all Persons
         or entities who have held, hold or may hold Claims against or allowed
         interests in the Debtors, and any of their successors, assigns or
         representatives, shall be deemed to have waived, released and
         discharged all rights or claims, whether based upon tort, fraud,
         contract, or otherwise, and whether arising out of the Debtors'
         restructuring, including the formulation, preparation, dissemination,
         implementation, confirmation or approval of the Restructuring
         Agreement, the Plan Support Agreement, the Leucadia Investment
         Agreement, the Leucadia Claims Agreement, the Building Purchase
         Agreement, the TWC Settlement, the Plan, the Disclosure Statement or
         any contract, instrument, release or other agreement or document
         provided for or contemplated in connection with the consummation of the
         transactions set forth in the Plan, which they possessed or may possess
         prior to the Effective Date against the Indenture Trustees, and


                                       25
<PAGE>
         its present or former directors, officers, employees, agents,
         representatives, attorneys, accountants, underwriters, investment
         bankers, or financial advisors, and any of their respective successors
         or assigns. This release, waiver, and discharge will be in addition to
         the discharge of Claims and termination of interests provided herein
         and under the Confirmation Order and the Bankruptcy Code.

         (m) Lender Releases. As of the Effective Date, the Debtors and their
Estates, every holder of a Claim or Equity Interest, and the TWC Entities,
forever release, waive and discharge the Released Lender Parties (and the
Released Lender Parties forever release, waive and discharge the Proponents and
the TWC Settlement Releasees) from all claims, obligations, suits, judgments,
damages, demands, debts, rights, causes of action, liabilities, rights of
contribution, and rights of indemnification, whether liquidated or unliquidated,
fixed or contingent, matured or unmatured, known or unknown, foreseen or
unforeseen, then existing or thereafter arising, in law, equity, or otherwise,
that are based in whole or in part on any act, omission, transaction, or other
occurrence taking place on, or prior to, the Effective Date in any way relating
to the Debtors and their business affairs (including, without limitation, any
extensions of credit or other financial services or accommodations made or not
made to the Debtors prior to the Effective Date), the Chapter 11 Cases, the
Plan, the WCL Credit Agreement, the WCL Credit Documents, and the Restructuring
Agreement. The Confirmation Order shall specifically provide for the foregoing
releases and shall enjoin the prosecution of any such released claim, causes of
action, or liability.

          (n) Limited Release of Directors. Officers, and Employees. As of the
Effective Date, each of the Debtors shall be deemed to have waived and released
its present and former directors, officers, employees, members, attorneys,
consultants, advisors, and agents (acting in such capacity) who were directors,
officers, employees, members, attorneys, consultants, advisors or agents,
respectively, at any time during the Chapter 11 Cases from any and all Causes of
Action of the Debtors, including without limitation, Causes of Action which a
Debtor as a debtor in possession otherwise has legal power to assert,
compromise, or settle in connection with the Chapter 11 Cases, arising on or
prior to the Effective Date; provided, however, that the foregoing provisions
shall not operate as a waiver or release of (i) amounts due under any loan,
advance or similar payment by a Debtor to any such person, (ii) contractual
obligations owed by such person to a Debtor, (iii) Causes of Action relating to
such person's actions or omissions determined in a Final Order to have
constituted gross negligence or willful misconduct.

         (o) Receipt of New Equity. The New Equity being issued under the Plan
shall be distributed to and received by holders of Allowed Claims in Classes 4,
5, and 6 free and clear of any liens, encumbrances, or Causes of Action relating
in any way to WCG or Old WCG.


                                       26
<PAGE>
                                    ARTICLE V

                      MEANS FOR IMPLEMENTATION OF THE PLAN

SECTION 5.1 CORPORATE EXISTENCE.

         On the Effective Date: (a) New WCG shall be incorporated and shall
exist thereafter as a separate corporate entity, with all corporate powers in
accordance with the laws of the State of Nevada, the New Charter, and the New
Bylaws, (b) the Residual Trust shall be settled and exist as a grantor trust
under the laws of the State of Delaware and pursuant to the Declaration of
Trust, (c) CG Austria shall continue to exist as a separate corporate entity,
with all corporate powers in accordance with the laws of the State of Delaware
and pursuant to its existing certificate of incorporation and bylaws, and (d)
Old WCG shall continue to exist as a separate corporate entity, with corporate
powers, in accordance with the laws of the State of Delaware and pursuant to its
certificate of incorporation and bylaws, each of which shall be amended and
restated to limit Old WCG's activity to the liquidation of its Residual Assets
and the winding-up of its affairs.

SECTION 5.2 GOVERNANCE.

                  (a) Selection of Directors and Officers of New WCG

                           (i) Immediately following the Effective Date, the
                  initial board of directors of New WCG shall be composed of
                  nine individuals, consisting of the Chief Executive Officer of
                  WCG, at least one director of WCG to be selected by WCG's
                  board of directors (the 'WCG Independent Director"), two
                  individuals to be selected by Leucadia, and five individuals
                  to be selected by the Committee after consultation with the
                  Leucadia (the "Committee Independent Directors").

                           (ii) In selecting the five Committee Independent
                  Directors, at least 30 days prior to the Effective Date, the
                  Committee shall provide to Leucadia a list of at least five
                  and no more than 10 individuals who are qualified to serve as
                  the Committee Independent Directors. Such individuals shall
                  not be partners, members, officers, directors, controlling
                  shareholders or employees of any holder of Allowed Claims in
                  Class 5. Within 10 days of receipt of such list, Leucadia
                  shall advise WCG and the Committee in writing which
                  individuals on such list shall serve as the five Committee
                  Independent Directors. If, however, the list provided by the
                  Committee to Leucadia contains less than 10 individuals and if
                  Leucadia provides written notice to the Committee within 10
                  days of receipt of the list that it does not find at least 5
                  individuals on the list acceptable to serve as Committee
                  Independent Directors, then the Committee shall notify
                  Leucadia in writing of the name of at least one additional
                  individual to serve as a Committee Independent Director, which
                  Leucadia shall be permitted to accept or reject in writing. If
                  Leucadia determines such additional individual is not
                  acceptable, and provides written notice of same to the
                  Committee within 10 days of receipt of the notice of the
                  proposal of such additional individual, then the Committee
                  shall again notify Leucadia in writing of the name of at least
                  one additional individual to serve as a Committee Independent
                  Director, which Leucadia can decide to accept or reject within
                  10 days of receipt of the notice of the proposal of such
                  additional individual. Notwithstanding the foregoing, at no
                  time shall the Committee be required to provide to Leucadia a
                  list of more than 10 proposed Committee Independent Directors,
                  and at no time shall Leucadia be permitted to reject more than
                  five proposed Committee Independent Directors.

                           (iii) The WCG Independent Director and the Committee
                  Independent Directors must (A) be independent of New WCG
                  within the meaning of the rules of the New York Stock Exchange
                  or, if New WCG is listed or traded on another stock exchange,
                  the stock exchange on which New WCG's securities are listed or
                  traded, and the applicable rules of the SEC; (B) be
                  independent of Leucadia; and (C) not be an officer or employee
                  of New WCG or any of its affiliates.


                                       27
<PAGE>

                           (iv) An individual is not independent of Leucadia if
                  he or she (A) is not "independent" of Leucadia within the
                  meaning of the rules of the New York Stock Exchange or the
                  SEC; (B) is an affiliate or an officer, director, or employee
                  of Leucadia; (C) is a beneficial owner of more than 10% of the
                  voting power of Leucadia; (D) has any relationship with
                  Leucadia that would typically be required to be disclosed in a
                  Leucadia proxy statement; or (E) is designated by Leucadia for
                  election to the Board of Directors of New WCG in accordance
                  with the Stockholders Agreement.

                           (v) After the initial Board is selected, the terms
                  and manner of selection of directors of New WCG shall be as
                  provided in the New Bylaws and the New Charter and in
                  accordance with the terms of the Stockholders Agreement

                  (b) Upon the occurrence of the Effective Date and subject to
         the provisions of the Plan, the management, control, and operation of:
         (i) New WCG shall become the general responsibility of its board of
         directors, as constituted herein and pursuant to the New Charter and
         the New Bylaws, (ii) CG Austria shall become the general responsibility
         of its board of directors as such is constituted pursuant to CG
         Austria's existing certificate of incorporation and bylaws and (iii)
         Old WCG shall become the general responsibility of its board of
         directors as such is constituted by the Residual Trustee on behalf of
         the Residual Trust as the sole shareholder of Old WCG and pursuant to
         Old WCG's amended and restated certificate of incorporation and bylaws.

SECTION 5.3 THE NEW CHARTER; NEW BYLAWS, AMENDED OLD WCG CHARTER AND THE AMENDED
            OLD WCG BYLAWS.

         Upon the occurrence of the Effective Date, the New Charter and the New
Bylaws shall become effective and Old WCG's certificate of incorporation and
bylaws shall be amended and restated in substantially the form filed as a Plan
Document.

SECTION 5.4 EFFECTUATING DOCUMENTS,

         On or before ten (10) Business Days prior to the deadline for parties
to vote to accept or reject the Plan, the Debtors shall file with the Bankruptcy
Court substantially final forms of the agreements, instruments, and other
documents that have been identified herein as Plan Documents, which agreements,
instruments, and documents shall implement and be governed by the Plan. Entry of
the Confirmation Order shall authorize the officers of the Debtors and New WCG
to execute, enter into, and deliver all documents, instruments, and agreements,
including, but not limited to, the Plan Documents, and to take all actions
necessary or appropriate to implement the Plan. To the extent the terms of any
of the Plan Documents conflict with the terms of the Plan, the Plan shall
control.

SECTION 5.5 TRANSACTIONS ON THE EFFECTIVE DATE.

         On the Effective Date, unless otherwise provided by the Confirmation
Order, the following shall occur, shall be deemed to have occurred
simultaneously, and shall constitute substantial consummation of the Plan:

                  (a) the New Charter and New Bylaws shall be authorized,
         approved and effective in all respects without further action under
         applicable law, regulation, order, or rule, including, without express
         or implied limitation, any action by the stockholders or directors of
         Old WCG or New WCG. On the Effective Date or as soon thereafter as is
         practicable, the New Charter shall be filed with the Secretary of State
         of the State of Nevada;

                  (b) the Residual Trust shall be established, and the Residual
         Assets shall automatically vest in Old WCG without further action on
         the part of Old WCG, or the Residual Trustee;

                  (c) the Residual Trustee shall be identified by the
         Administrative Agent and shall be duly appointed and qualified to
         serve;


                                       28
<PAGE>
                  (d) the property to be retained by and/or transferred to a
         Debtor or New WCG shall automatically vest in such Debtor or New WCG
         without further action on the part of such Debtor or any other Person;

                  (e) Old WCG shall issue the Residual Share to the Residual
         Trust;

                  (f) all of the Restated Credit Documents shall be executed,
         delivered, and shall become effective;

                  (g) all payments, deliveries, and other distributions to be
         made pursuant to the Plan or the Restated Credit Documents on or as
         soon as practicable after the Effective Date shall be made or duly
         provided for,

                  (h) each of the transactions that comprise the TWC Settlement
         shall occur or be implemented and shall become binding and effective in
         all respects, including, without limitation; (i) Leucadia shall make
         the New Investment pursuant to the Leucadia Investment Agreement; (ii)
         Leucadia shall purchase the TWC Assigned Claims pursuant to the
         Leucadia Claims Purchase Agreement; (iii) Leucadia shall receive the
         Leucadia Claims Distribution and the Leucadia Investment Distribution;
         (iv) TWC shall contribute the TWC Contributed Distribution for the
         benefit of holders of Class 5/6 Channeled Actions; (v) WHBC shall sell
         the Building Purchase Assets to WTC pursuant to the Building Purchase
         Agreement; (vi) all of the Additional Settlement Transactions shall be
         consummated; and (vii) all of the releases contemplated by the TWC
         Settlement shall become binding and effective.

                                   ARTICLE VI

                     PROVISIONS GOVERNING DISTRIBUTIONS AND

                  FOR RESOLVING AND TREATING CONTESTED CLAIMS

SECTION 6.1 POWERS AND DUTIES OF THE DISBURSING AGENT.

         Pursuant to the terms and provisions of the Plan, the Disbursing Agent
shall be empowered and directed to (a) take all steps and execute all
instruments and documents necessary to make distributions on account of Allowed
Claims; (b) make distributions contemplated by the Plan; (c) comply with the
Plan and the obligations thereunder; (d) employ, retain, or replace
professionals to represent it with respect to its responsibilities; (e) object
to Claims as specified herein, and prosecute such objections; (f) make annual
and other periodic reports regarding the status of distributions under the Plan
to the holders of Allowed Claims (such reports to be made available upon request
to the holders of any Contested Claim); and (g) exercise such other powers as
may be vested in the Disbursing Agent pursuant to an order of the Bankruptcy
Court or the Plan.

SECTION 6.2 DISBURSING AGENT/RESIDUAL TRUSTEE.

         The Disbursing Agent shall make or direct all distributions required
under this Plan, except for distributions that are explicitly to be made by the
Residual Trustee.

SECTION 6.3 MEANS OF CASH PAYMENT.

         Subject to the provisions of the Plan, the WCL Credit Documents, and
the Restated Credit Documents, Cash payments made pursuant to the Plan shall be
by check drawn on a domestic bank, or by wire transfer from a domestic bank,
except that payments made to foreign creditors holding Allowed Claims or to
foreign governmental units holding Allowed Priority Tax Claims shall be in such
funds and by such means as are customary or as may be necessary in a particular
foreign jurisdiction.

SECTION 6.4 DELIVERY OF DISTRIBUTIONS.

         Subject to Bankruptcy Rule 9010, distributions and deliveries to
holders of Allowed Claims shall be made at


                                       29
<PAGE>
the address of each such holder (a) as set forth on the proof of Claim filed by
such holder, or (b) at the last known address of such holder if the Disbursing
Agent or the Residual Trustee (as applicable) have been notified of a change of
address, except as otherwise provided herein. If any holder's distribution is
returned as undeliverable, no further distributions to such holder shall be made
unless and until the Disbursing Agent or the Residual Trustee (as applicable)
receives notification of such holder's then-current address, at which time any
missed distributions shall be made to such holder without interest. Amounts in
respect of undeliverable distributions shall be returned to the Disbursing Agent
or the Residual Trustee (as applicable) until such distributions are claimed.
All claims for undeliverable distributions shall be made on or before the first
anniversary of the Distribution Date. After such date, all unclaimed property
shall revert to NewWCG.

SECTION 6.5 SURRENDER OF NOTES. INSTRUMENTS, AND SECURITIES.

         Subject to the provisions of the Plan, the Confirmation Order, or the
Restated Credit Documents, as a condition to receiving distributions provided
for by the Plan, each holder of a promissory note or other instrument evidencing
a Claim (other than the holder of a Senior Redeemable Notes Claim) shall
surrender such promissory note or instrument to the Disbursing Agent (or, if
applicable, the Residual Trustee) within sixty (60) days of the Effective Date.
AJI promissory notes and other instruments surrendered pursuant to the preceding
sentence shall be marked "Compromised and Settled Only as Provided in the Plan."
Except as set forth above or unless waived by the Disbursing Agent or the
Residual Trustee (as applicable), any Person seeking the benefits of being a
holder of an Allowed Claim evidenced by a promissory note or other instrument
(other than the holder of a Senior Redeemable Notes Claim), that fails to
surrender such promissory note or other instrument must (a) establish the
unavailability of such promissory note or other instrument to the reasonable
satisfaction of the Disbursing Agent or the Residual Trustee (as applicable),
and (b) provide an indemnity bond in form and amount acceptable to the
Disbursing Agent (or, if applicable, the Residual Trustee) holding harmless the
Debtors and the Disbursing Agent (or, if applicable, the Residual Trustee) from
any damages, liabilities, or costs incurred a result of treating such Person as
a holder of an Allowed Claim. Thereafter, such Person shall be treated as the
holder of an Allowed Claim for all purposes under the Plan. Notwithstanding the
foregoing, any holder of a promissory note, share certificate, or other
instrument evidencing a Claim (other than a holder of a Senior Redeemable Notes
Claim) that fails within one year of the Effective Date to surrender to the
Debtors (or, if applicable, the Residual Trustee) such note or other instrument
or, alternatively, fails to satisfy the requirements of the second sentence of
this paragraph shall be deemed to have forfeited all rights and Claims against
the Debtors and shall not be entitled to receive any distribution under the
Plan.

SECTION 6.6 EXPENSES INCURRED ON OR AFTER THE EFFECTIVE DATE AND CLAIMS OF THE
            DISBURSING AGENT AND THE RESIDUAL TRUSTEE.

         Subject to approval by the requisite number of Lenders for the use of
any of the Lenders' cash collateral, the amount of any expenses incurred by the
Disbursing Agent or the Residual Trustee on or after the Effective Date
(including, but not limited to, taxes) and any compensation and expenses
(including any post-confirmation fees, costs, expenses, or taxes) to be paid to
or by the Disbursing Agent or the Residual Trustee shall be borne by New WCG and
the Residual Trust, respectively. Reasonable professional fees and expenses
incurred by the Disbursing Agent or the Residual Trustee after the Effective
Date in connection with the effectuation of the Plan shall be paid by each in
the ordinary course of business.

SECTION 6.7 TIME BAR TO CASH PAYMENTS.

         Checks issued by the Disbursing Agent or the Residual Trustee in
respect of Allowed Claims shall be null and void if not negotiated within one
hundred eighty (180) days after the date of issuance thereof. Requests for
reissuance of any check shall be made directly to the Disbursing Agent or, if
applicable, the Residual Trustee, by the holder of the Allowed Claim to whom
such check originally was issued. Any claim with respect to such a voided check
shall be made on or before the later of (a) the first anniversary of the
Distribution Date or (b) one hundred eighty (180) days after the date of
issuance of such check. After such date, all claims in respect of void checks
shall be discharged and forever barred.


                                       30
<PAGE>

SECTION 6.8 EXCULPATION OF THE DISBURSING AGENT.

         Subject to the provisions of this Section, each of the Disbursing Agent
and the Residual Trustee, in its capacity as such, together with its officers,
directors, employees, agents, and representatives (acting in that capacity), are
hereby exculpated by all Persons, holders of Claims and Equity Interests, and
parties in interest, from any and all causes of action, and other assertions of
liability (including breach of fiduciary duty) arising out of the discharge of
the powers and duties conferred upon the Disbursing Agent or the Residual
Trustee, as the case may be, by the Plan, any Final Order of the Bankruptcy
Court entered pursuant to or in the furtherance of the Plan, or applicable law,
except solely for actions or omissions arising out of the Disbursing Agent's or
Residual Trustee's gross negligence or willful misconduct. No holder of a Claim
or an Equity Interest, or representative thereof, shall have or pursue any claim
or Cause of Action (a) against either the Disbursing Agent or the Residual
Trustee, in its capacity as such, or its officers, directors, employees, agents,
and representatives (acting in that capacity) for making payments in accordance
with the Plan, or for liquidating assets to make payments under the Plan, or (b)
against any holder of a Claim or an Equity Interest for receiving or retaining
payments or transfers of assets as provided for by the Plan. Nothing contained
in this Section shall preclude or impair any holder of an Allowed Claim from
bringing an action in the Bankruptcy Court to compel the making of distributions
contemplated by the Plan on account of such Claim against a Debtor or New WCG.

SECTION 6.9. NO DISTRIBUTIONS PENDING ALLOWANCE.

         Notwithstanding any other provision of the Plan, no payment or
distribution shall be made with respect to any Claim to the extent it is a
Contested Claim unless and until it becomes an Allowed Claim. Any distributions
and deliveries to be made under the Plan on account of an Allowed Claim shall be
made on the Distribution Date with respect to such Allowed Claim, as otherwise
provided for herein, or as may be ordered by the Bankruptcy Court and shall be
made in accordance with the provision of the Plan governing the class of Claims
to which such Allowed Claim belongs.

SECTION 6.10 OBJECTION DEADLINE.

         As soon as practicable, but in no event later than sixty (60) days
after the Effective Date (subject to being extended by the Bankruptcy Court upon
motion of a Debtor with notice and a hearing), objections to Claims shall be
filed with the Bankruptcy Court and served upon the holder of each of the Claims
to which objections are made; provided, however, that no objection may be filed
with respect to any Claim that is Allowed on or before the Effective Date.

SECTION 6.11 PROSECUTION OF OBJECTIONS.

         Upon occurrence of the Effective Date, only the Disbursing Agent and
the Residual Trustee shall have authority to file, litigate, settle, or withdraw
objections to Claims.

SECTION 6.12 ESTIMATION OF CLAIMS.

         The Disbursing Agent or the Residual Trustee may, at any time and from
time to time, request that the Bankruptcy Court estimate any Contested Claim
pursuant to section 502(c) of the Bankruptcy Code regardless of whether the
Disbursing Agent, the Residual Trustee, or the Committee (as applicable)
previously objected to such Claim, or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to any
Claim, including during the pendency of any appeal relating to any such
objection. In the event that the Bankruptcy Court estimates any Contested Claim,
that estimated amount will constitute either the Allowed amount of such Claim or
a maximum limitation on such Claim, as determined by the Bankruptcy Court. If
the estimated amount constitutes a maximum limitation on such Claim, the
Disbursing Agent, the Residual Trustee, or the Committee may elect to pursue any
supplemental proceedings to object to any ultimate payment on such Claim. All of
the objection, estimation, settlement, and resolution procedures set forth in
the Plan are cumulative and not necessarily exclusive of one another.


                                       31
<PAGE>

Claims may be estimated and subsequently compromised, settled, withdrawn, or
resolved by any mechanism approved by the Bankruptcy Court.

SECTION 6.13 INDENTURE TRUSTEES AS CLAIM HOLDER.

         Consistent with Bankruptcy Rule 3003(c), the Debtors shall recognize
proofs of claim filed by the Indenture Trustees with respect to the Senior Reset
Note Claims and Senior Redeemable Notes Claims. Accordingly, any Claim, proof of
which is filed by the registered or beneficial holder of a Claim, may be
disallowed as duplicative of the Claim of the Indenture Trustees, without need
for any further action or Bankruptcy Court order.

                                   ARTICLE VII

                            RETENTION OF JURISDICTION

SECTION 7.1 SCOPE OF JURISDICTION.

         Notwithstanding the entry of the Confirmation Order and the occurrence
of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over
the Chapter 11 Cases after the Effective Date so long as is legally permissible,
including, but not limited to, jurisdiction to:

                  (a) Allow, disallow, determine, liquidate, classify, estimate,
         or establish the priority or secured or unsecured status of any Claim,
         including the resolution of any request for payment of any
         Administrative Claim and the resolution of any and all objections to
         the allowance or priority of Claims;

                  (b) Grant or deny any applications for allowance and payment
         of any Fee Claim for periods ending on or before the Effective Date;

                  (c) Resolve any matters related to the assumption, assumption
         and assignment, or rejection of any executory contract or unexpired
         lease to which a Debtor is a party or with respect to which a Debtor
         may be liable and to hear, determine and, if necessary, liquidate, any
         Claims arising therefrom;

                  (d) Ensure that distributions to holders of Allowed Claims are
         accomplished pursuant to the provisions of the Plan, including ruling
         on any motion or other pleading filed pursuant to the Plan;

                  (e) Decide or resolve any motions, adversary proceedings,
         contested or litigated matters, and any other matters, and grant or
         deny any applications involving a Debtor, the Disbursing Agent, or the
         Residual Trust that may be pending on or commenced after the Effective
         Date;

                  (f) Enter such orders as may be necessary or appropriate to
         implement or consummate the provisions of the Plan and all contracts,
         instruments, releases, indentures, and other agreements or documents
         created in connection with the Plan or the Disclosure Statement, or to
         correct any defect, cure any omission, or reconcile any inconsistency
         therein;

                  (g) Resolve any cases, controversies, suits, or disputes that
         may arise in connection with the consummation, interpretation, or
         enforcement of the Plan, the TWC Settlement, the Declaration of Trust,
         the liquidation of the Residual Assets, the distribution of Available
         Proceeds, if any, and the winding-up of Old WCG or any Person's
         obligations incurred in connection therewith, or any other agreements
         governing, instruments evidencing, or documents relating to any of the
         foregoing, including the interpretation or enforcement of any rights,
         remedies, or obligations under any of the foregoing;

                  (h) Issue injunctions, enter and implement other orders, or
         take such other actions as may be necessary or appropriate to restrain
         interference by any entity with consummation or enforcement of the
         Plan, including, without limitation, to enforce the TWC Settlement and
         the Channeling Injunction, except as otherwise provided herein;


                                       32
<PAGE>

                  (i) Enter and implement such orders as are necessary or
         appropriate if the Confirmation Order is for any reason modified,
         stayed, reversed, revoked, or vacated;

                  (j) Determine any other matters that may arise in connection
         with or relate to the Plan, the Disclosure Statement, the Confirmation
         Order, the TWC Settlement, the Channeling Injunction, the liquidation
         of the Residual Assets, the distribution of Available Proceeds, if any,
         and the winding-up of Old WCG, or any contract, instrument, release,
         indenture, or other agreement or document created in connection with
         the Plan, the Disclosure Statement, or the TWC Settlement including
         without limitation the Declaration of Trust

                  (k) Enter a Final Decree as contemplated by Bankruptcy Rule
         3022; and

                  (1) Effectuate payment of the Indenture Trustee Fees as
         contemplated by Section 2.2(e) of this Plan.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

SECTION 8.1 PAYMENT OF STATUTORY FEES.

         All fees payable pursuant to section 1930 of title 28 of the United
States Code that come due prior to the Effective Date, as determined by the
Bankruptcy Court at the Confirmation Hearing, shall be paid by the Debtors on or
before the Effective Date. After the Effective Date, and until the Chapter 11
Cases are closed, converted, or dismissed, the Disbursing Agent shall pay fees
pursuant to section 1930 of title 28 of the United States Code as they become
due.

SECTION 8.2 NO INTEREST OR ATTORNEYS' FEES.

         Subject to the provisions of the Plan, the Cash Collateral Order, the
WCL Credit Documents, the Restated Credit Documents, or as allowed by the
Bankruptcy Court, no interest, penalty, or late charge arising after the
Petition Date, and no award or reimbursement of attorneys fees or related
expenses or disbursements, shall be allowed on, or in connection with, any
Claim.

SECTION 8.3 MODIFICATIONS TO THE PLAN.

         (a) The Debtors reserve the right, with the consent of each of the
other Proponents, TWC, and the Administrative Agent (which consent may not be
unreasonably withheld), to amend or modify the Plan at any time prior to the
entry of the Confirmation Order in accordance with the Bankruptcy Code and
Bankruptcy Rules.

         (b) After the entry of the Confirmation Order, the Debtors may, with
the consent of each of the other Proponents, TWC, and the Administrative Agent
(which consent shall not be unreasonably withheld) amend or reconcile any
inconsistency in the Plan in such manner as may be necessary to carry out the
purpose and intent of the Plan, in accordance with the provisions of the
Bankruptcy Code and Bankruptcy Rules.

         (c) A holder of a Claim that has accepted the Plan shall be deemed to
have accepted the Plan as modified if the proposed modification does not
materially and adversely change the treatment of the Claim of such holder.


                                       33
<PAGE>

SECTION 8.4 REVOCATION OF PLAN.

         The Debtors reserve the right in the good faith exercise of their
fiduciary duties to revoke and withdraw the Plan prior to the occurrence of the
Effective Date in accordance with Section 1127 of the Bankruptcy Code. If the
Debtors revoke or withdraw the Plan., or if the Effective Date does not occur,
then the Plan and all settlements set forth in the Plan (including the TWC
Settlement) shall be deemed null and void and nothing contained herein shall be
deemed to constitute a waiver or release of any claims by or against a Debtor or
any other Person or to prejudice in any manner the sights of a Debtor or any
Person in any proceedings involving a Debtor.

SECTION 8.5 EXEMPTION FROM TRANSFER TAXES.

         Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of notes or equity securities under the Plan, the creation
of any mortgage, deed of trust, or other security interest, the making or
assignment of any lease or sublease, or the making or delivery of any deed or
other instrument of transfer under, in furtherance of, or in connection with,
the Plan, including, without limitation, those contemplated by the TWC
Settlement Agreement, the Restated Credit Documents, or any agreements of
consolidation, deeds, bills of sale, or assignments executed in connection with
any of the transactions contemplated under the Plan shall not be subject to any
stamp, real estate, transfer, mortgage recording, use, or other similar tax.

SECTION 8.6 SETOFF RIGHTS.

         Subject to the provisions of section 553 of the Bankruptcy Code, in the
event that a Debtor has a Cause of Action of any nature whatsoever against the
holder of a Claim, such Debtor may, but is not required to, setoff against the
Claim (and any payments or other distributions to be made in respect of such
Claim hereunder) a Debtor's Cause of Action against the holder. Neither the
failure to set off nor the allowance of any Claim under the Plan shall
constitute a waiver or release by a Debtor of any Cause of Action that a Debtor
has against the holder of a Claim.

SECTION 8.7 COMPLIANCE WITH TAX REQUIREMENTS.

         In connection with the Plan, the Debtors, the Disbursing Agent, and the
Residual Trustee shall comply with all withholding and reporting requirements
imposed by federal, state, local, and foreign taxing authorities and all
distributions hereunder shall be subject to such withholding and reporting
requirements.

SECTION 8.8 RECOGNITION OF GUARANTY RIGHTS.

         The classification of and manner of satisfying all Claims under the
Plan take into consideration (a) the existence of guaranties by a Debtor of
obligations of other Persons, and (b) the fact that a Debtor may be a joint
obligor with other Persons with respect to an obligation. Subject to the
provisions of the Confirmation Order, the New WCG Guarantee, or the Restated
Credit Documents, all Claims against a Debtor based upon any such guaranties or
joint obligations shall be discharged to the extent and in the manner provided
in the Plan; provided, however, that no creditor shall be entitled to receive
more than one recovery with respect to any of its Allowed Claims.

SECTION 8.9 COMPLIANCE WITH ALL APPLICABLE LAWS.

         If notified by any governmental authority that it is in violation of
any applicable law, rule, regulation, or order of such governmental authority
relating to its businesses, the Debtors shall take whatever action as may be
required to comply with such law, rule, regulation, or order,provided. however,
that nothing contained herein shall require such compliance if the legality or
applicability of any such requirement is being contested in good faith and, if
appropriate, an adequate reserve for such requirement has been set aside.


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<PAGE>

SECTION 8.10 BINDING EFFECT.

         The Plan shall be binding upon and inure to the benefit of the Debtors,
the WCG Entities, the WCG Indemnitees, the TWC Entities, the holders of all
Claims and Equity Interests, Class 5/6 Channeled Actions, and Securities Holder
Channeled Actions, and their respective successors and assigns.

SECTION 8.11 NOTICES.

         Whenever service is required in the Plan, such service shall be made so
as to be received by 5:00 p.m. Eastern Time on or before the date required.

SECTION 8.12 GOVERNING LAW.

         Unless a rule of law or procedure is supplied by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the laws of the State of New York
shall govern the construction and implementation of the Plan and any agreements,
documents, and instruments executed in connection with the Plan or the Chapter
11 Cases, including the Plan Documents, except as may otherwise be provided in
such agreements, documents, instruments, and Plan Documents.

SECTION 8.13 SEVERABILITY.

         If the Bankruptcy Court determines that any provision of the Plan would
be unenforceable or would prevent the Plan from being confirmed, either on its
face or as applied to any Claim or Equity Interest or transaction, the Debtors,
with the consent of TWC, the Proponents, and the Administrative Agent, may
modify the Plan so that such provision shall not be applicable to the holder of
any Claim or Equity Interest or in such manner as will allow the Plan to be
confirmed. Such a determination by the Bankruptcy Court and modification by the
Debtors shall not (a) limit or affect the enforceability and operative effect of
any other provision of the Plan, or (b) require the resolicitation of any
acceptance or rejection of the Plan.

Dated:   August 12, 2002


                            [SIGNATURE PAGE FOLLOWS]


                                       35
<PAGE>

WILLIAMS COMMUNICATIONS GROUP, INC.


/s/ Scott E. Schubert
By: Scott E. Schubert
Its:





CG AUSTRIA, INC.








THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS




By:
Its:


LEUCADIA NATIONAL CORPORATION

/s/  Joseph A. Orlando
By:  Joseph A. Orlando
Its: Vice President


                                       36
<PAGE>
WILLIAMS COMMUNICATIONS GROUP, INC.


By:
Its:




CG AUSTRIA, INC.


By:
Its:


THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS

By A(2) INVESTMENTS, LDC

By: Amalgamated Gadget, L.P. as investment manager

By: Scepter Holdings, Inc. its General Partner

/s/ DAVID GILLESPIE
By: David Gillespie
Its: CFO




LEUCADIA NATIONAL CORPORATION




By:
Its


                                       37