Exhibit 10.2


ADMINISTRATIVE SERVICES AGREEMENT


BY AND BETWEEN


LEUCADIA NATIONAL CORPORATION


AND


CRIMSON WINE GROUP, LTD.


Dated February 1, 2013





ADMINISTRATIVE
SERVICES AGREEMENT


                    THIS
ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is entered into as of
the 1st day of February, 2013 between Leucadia National Corporation, a New York
corporation (“Leucadia”) and Crimson Wine Group, Ltd., a Delaware
corporation (“Crimson”). 


                    WHEREAS,
the directors of Crimson unaffiliated with Leucadia have determined that it is
in the best interests of Crimson and its subsidiaries (collectively, the
“Crimson Group”) to obtain certain services from Leucadia on the terms and
conditions set forth in this Agreement. 


                    NOW,
THEREFORE, the parties hereto agree as follows: 


                    1.
Retention of Leucadia. As of the effective date of this Agreement,
Leucadia is retained to provide the services described in this Agreement in
consideration of the payment of the compensation described herein. 


                    2.
Scope of Work. At the request of Crimson and under the direction of
Crimson, Leucadia shall provide or arrange for the provision of the following
administrative services required by the Crimson Group in connection with the
ongoing operation of its businesses: 


                    (a) Prepare Crimson consolidated
quarterly unaudited financial statements meeting the requirements of Form 10-Q
of the United States Securities and Exchange Commission (the “SEC”), based on
information provided to Leucadia by Crimson; 


                    (b) Prepare consolidated annual
financial statements meeting the requirements of Form 10-K of the SEC, based on
information provided to Leucadia by Crimson; 


                    (c) Subject to his or her election by
the Board of Directors of Crimson, provide the services of a corporate
Secretary (the “Designated Officer”), who in the capacity as Secretary of
Crimson shall be under the direction of the Board of Directors of Crimson and
shall report to the President of Crimson; 


                    (d) Prepare annual income tax returns
consistent with past practice, based on information provided to Leucadia by
Crimson; and 


                    (e) Provide additional administrative
services and support as may reasonably be requested by Crimson and agreed to by
Leucadia. 


Leucadia shall
use commercially reasonable efforts to provide all personnel necessary to carry
out the services specified in this Agreement. The number of personnel providing
services at any one time and the number of hours such personnel devote to the
specified services shall not be fixed and shall at all times be determined by
Leucadia in its sole





judgment, but
shall at all times be adequate to properly and promptly perform and discharge
the specified services. 


                    3.
Compensation. As compensation for the services provided under this
Agreement, Leucadia shall be paid at an annual rate of $180,000, payable in
monthly installments of $15,000 on the first day of each month, plus
out-of-pocket costs and expenses incurred by any of the Leucadia Parties (as
defined herein) in connection with the services provided under this Agreement,
plus any additional amounts that may be agreed upon by Crimson and Leucadia in
connection with services requested pursuant to Section 2(e) of this Agreement. 


                    4.  Term and Termination. The
term of this Agreement shall commence on the effective date set forth in the
preamble to this Agreement and continue for a period of one year. This
Agreement shall renew annually for successive annual periods unless either
party provides six months prior written notice to the other party. In all
events, the provisions of Section 8 “Indemnification” shall survive the
termination of this Agreement, whether as a result of the passage of time or
the election of either party or otherwise. 


                    5.
Inspection Rights of Crimson. During the term of this Agreement, Crimson
shall have the right to appoint a person (other than an employee or officer of
Leucadia or any of its affiliates) who shall have the right to inspect at
reasonable times and upon reasonable notice all books and records maintained by
Leucadia pertaining to each member of the Crimson Group. 


                    6.  Relationship of Parties. The
relationship of Leucadia to each member of the Crimson Group shall be that of
independent contractor and principal. This Agreement does not create an
employer/employee relationship, or a partnership, joint venture or other agency
relationship between the parties. 


                    7.  Relationship with Crimson.
The Designated Officer shall, while providing services to Crimson, work under
the direction and supervision of Crimson in accordance with the practices and
policies of Crimson. Accordingly, Crimson shall be fully responsible for the
acts and omissions of the Designated Officer within the scope of the services
and responsibilities provided in accordance with this Agreement and shall
indemnify the Leucadia Parties (as defined herein) therefor. Except to the
extent that Leucadia agrees in this Agreement to indemnify Crimson, no Leucadia
Party (as defined herein) shall have or suffer any Damages (as defined herein)
as a result of any act or omission, condition or circumstance associated with
this Agreement or performance hereunder. 


                    8.
Indemnification. 


                    (a) Crimson shall indemnify, defend and
hold harmless Leucadia, its subsidiary entities and their respective directors,
officers, agents and permitted assigns (collectively, the “Leucadia Parties”)
from and against all liabilities, claims, damages, losses and expenses
(including, but not limited to, court costs and reasonable attorneys’ fees)
(collectively, “Damages”) of any kind or nature, to third parties caused
by, relating 


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to, or arising
in connection with this Agreement, other than as a result of the willful
misconduct of any of the Leucadia Parties. Not in limitation of the foregoing,
Crimson shall indemnify and hold harmless the Leucadia Parties from and against
any Damages arising from any acts or omissions of the Designated Officer, as
well as from Crimson’s own acts or omissions or violations of law with respect
to the Designated Officer. 


                    (b) Subject to the limitations contained
in this Section, Leucadia shall indemnify, defend and hold harmless Crimson and
their respective directors, officers, agents and permitted assigns
(collectively, the “Crimson Parties”) from and against all Damages of
any kind or nature, caused by, relating to, or arising in connection with the
willful misconduct of any of the Leucadia Parties. Leucadia’s liability under
this Section shall not exceed $180,000. 


                    9. Severability. Each provision
of this Agreement shall be viewed as separate and divisible, and in the event
any provision shall be held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall continue in full force
and effect. 


                    10. No Third-Party Beneficiaries.
This Agreement will not confer any rights or remedies upon any person other
than the parties hereto and their respective successors and permitted assigns. 


                    11. Waiver. The waiver by any
party of a breach or violation of any provision of this Agreement shall not
operate as or be construed to be a waiver of any subsequent breach. 


                    12. Governing Law. This Agreement
shall be construed in accordance with and governed by the laws of the State of
New York. 


                    13. Assignment. No party hereto
shall have the right to assign any of its rights, duties or obligations under
this Agreement without the prior written consent of the other parties. 


                    14. Notices. All notices and
other communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if personally served on
the party to whom the notice is to be given, or 72 hours after mailing, if
mailed to the party to whom notice is to be given by first class mail, postage
prepaid and properly addressed to the party at its address set forth on the
signature page of this Agreement or any other address that such party may
designate by written notice to the other parties. 


                    15. Successors and Assigns.
Subject to the restrictions on assignment set forth hereinabove, this Agreement
shall be binding upon and inure to the benefit of the legal representatives,
successors and assigns of the parties hereto. 


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                    16. IN WITNESS WHEREOF, this Agreement
has been executed as of the date first hereinabove written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LEUCADIA
 NATIONAL CORPORATION, a New York corporation

 
	
  

 	
 Address: 315
 Park Avenue South

 
	
  

 	
                New
 York, NY 10010

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Joseph A. Orlando

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 Joseph A. Orlando

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title:

 	
 Vice President & Chief Financial Officer

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CRIMSON WINE
 GROUP, LTD., a Delaware corporation

 
	
  

 	
 Address:
 5901 Silverado Trail

 
	
  

 	
                Napa,
 CA 94558

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Patrick DeLong

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 	
 Patrick DeLong

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title:

 	
 Chief Financial & Operating Officer

 
	
  

 	
  

 	
  

 	 

 


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