NUCOR CORP (Form: S-4, Received: 12/13/2002 17:15:12)

As filed with the Securities and Exchange Commission on December 13, 2002

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

NUCOR CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	3312	13-1860817
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

2100 Rexford Road

Charlotte, North Carolina 28211

(704) 366-7000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Terry S. Lisenby

Chief Financial Officer, Treasurer and Executive Vice President

2100 Rexford Road

Charlotte, North Carolina 28211

(704) 366-7000

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

B. Andrew Pickens, Jr., Esq.

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

(704) 331-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective in connection with the exchange offer described in the prospectus contained in this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)

4.875% Notes due 2012	$350,000,000	100%	$350,000,000(1)	$32,200

(1)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act, based upon the book value (aggregate outstanding principal amount) of these securities.

(2)

Calculated by multiplying the aggregate offering amount by .000092.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ,

PROSPECTUS

Nucor Corporation

Offer to Exchange $350,000,000 of its 4.875% Notes due 2012,

Registered under the Securities Act, for $350,000,000 of its

Outstanding Unregistered 4.875% Notes due 2012

This exchange offer will expire at 5:00 p.m., New York City time, on , 2003, unless extended.

•

We are offering to exchange $350 million aggregate principal amount of registered 4.875% notes due October 1, 2012, registered under the Securities Act, which are referred to in this prospectus as the new notes, for all $350 million aggregate principal amount of outstanding unregistered 4.875% notes due October 1, 2012, which are referred to in this prospectus as the old notes. We sometimes refer to the new notes and the old notes collectively as the notes.

•

The terms of the new notes will be substantially identical to the old notes that we issued on October 1, 2002, except that the new notes will be registered under the Securities Act and generally will not be subject to transfer restrictions or registration rights. The old notes were issued in reliance upon an available exemption from the registration requirements of the Securities Act.

•	We will pay interest on the new notes on each April 1 and October 1, beginning April 1, 2003.

•	Subject to the terms of this exchange offer, we will exchange the new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of this exchange offer. The exchange offer is not conditioned upon the exchange of a minimum principal amount of old notes.

•	The exchange of old notes for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes.

•	We will not receive any proceeds from this exchange offer.

•	We do not intend to list the new notes on any securities exchange or other trading market.

Investing in the new notes involves risks. You should consider carefully factors such as the risk factors beginning on page 10 of this prospectus before tendering your old notes in this exchange offer.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of the new notes or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.

We have agreed that, starting on the date we issue the new notes and ending no later than the close of business on the date which is 180 days after completion of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to old notes acquired other than as a result of market-making activities or other trading activities. See “Plan of Distribution”.

The date of this prospectus is , .

TABLE OF CONTENTS

		Page
Important Information About This Prospectus		i
Where You Can Find More Information		ii
SEC Review		iii
Trademarks and Trade Names		iii
Special Note of Caution Regarding Forward-Looking Statements		iv
Prospectus Summary		1
Summary Financial Data		8
Risk Factors		10
Use of Proceeds		16
Capitalization		17
Ratio of Earnings to Fixed Charges		18
Selected Historical Consolidated Financial Data		19
Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Industry		30
Business		32
Our Employees, Officers and Directors		43
Security Ownership of Certain Beneficial Owners and Management		47
Indebtedness		48
Description of Material Indebtedness		49
This Exchange Offer		52
Description of Notes		62
Material United States Federal Income Tax Considerations		77
Plan of Distribution		81
Legal Matters		82
Experts		82

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

In making your investment decision you should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with information in addition to, different from or inconsistent with the information contained or incorporated by reference in this prospectus or to represent anything else about us. If anyone provides you with information that is in addition to, different from or inconsistent with the information contained or incorporated by reference in this prospectus, it may not be accurate or complete and you should not rely on it. Except as otherwise indicated, the information appearing in this prospectus speaks only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. The delivery of this prospectus under any circumstances does not imply that there has been no change in our affairs or that the information herein is correct as of any date subsequent to the date hereof.

This prospectus summarizes certain documents and other information, and we refer you to them for a more complete understanding of what we discuss in the prospectus.

We are not making this exchange offer to, and we do not intend to accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or other laws of that jurisdiction.

Unless the context otherwise requires, as used in this prospectus:

the terms “Nucor”, “our company”, “we”, “us” and “our” refer to Nucor Corporation and its subsidiaries, unless the context requires otherwise. However, for purposes of the section entitled “Description of Notes”, whenever we refer to “Nucor” or to “us”, or use terms such as “we”, “our”, or “our company”, we are referring only to Nucor Corporation and not to any of our subsidiaries;

the term “old notes” refers to the 4.875% notes due 2012 that we issued on October 1, 2002;

the term “new notes” refers to the 4.875% notes due 2012 that we registered under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”) and that we are offering in exchange for the old notes; and

the term “notes” refers to the old notes and the new notes, collectively.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). In accordance with the Exchange Act, we file reports, proxy statements and other information with the SEC. The reports, proxy statements and other information can be inspected and copied at the public reference facility that the SEC maintains at 450 Fifth Street, NW, Washington, D.C. 20549. Copies may be obtained from the SEC by paying the required fees. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. Our SEC filings are also available at the office of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We “incorporate by reference” in this prospectus some of the information filed by us with the SEC, which means that we disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we subsequently file with the SEC will automatically update and supersede the information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the exchange offer contemplated by this prospectus is terminated.

The following documents filed by us with the SEC are incorporated by reference in this prospectus and to the extent any information contained in any of those previously filed documents is inconsistent with this prospectus, the information contained in this prospectus will supersede information contained in those documents:

our Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

our Quarterly Reports on Form 10-Q for the quarters ended March 30, June 29, and September 28, 2002;

our Current Reports on Form 8-K filed on June 7, July 29 and October 3, 2002; and

our Proxy Statement dated March 21, 2002.

As used in this prospectus, the term “prospectus” means this prospectus, including the documents incorporated by reference, as the same may be amended, supplemented or otherwise modified from time to time. We will provide without charge to each person to whom a copy of this prospectus has been delivered, on the written or oral request of that person, a copy of any or all of the documents which have been or may be incorporated in this prospectus by reference (other than exhibits to such documents unless those exhibits are specifically incorporated by reference in any such documents) and a copy of any or all other contracts or documents which are referred to in this prospectus.

You may request a copy of these filings and other documents, including without limitation the indenture and exchange and registration rights agreement, at no cost by contacting us at: Nucor Corporation, 2100 Rexford Road, Charlotte, North Carolina 28211, Attention: Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President, or telephoning us at (704) 366-7000.

If you would like to request documents, please do so no later than , in order to receive the documents before this exchange offer expires on , 2003.

If we have referred in this prospectus to any contracts, agreements or other documents and have incorporated any of those contracts, agreements or documents in this prospectus or have filed them as exhibits to the registration statement, you should read the relevant document for a more complete understanding of the document or matter involved.

SEC REVIEW

On December 21, 2001, the Securities and Exchange Commission, or the SEC, publicly announced that its staff would monitor, in 2002, annual reports submitted by all Fortune 500 companies that file periodic reports with the SEC as a new initiative to significantly expand its review of financial and non-financial disclosures made by public companies. In September 2002, we received a comment letter from the staff of the SEC regarding its review of the financial statements and related disclosures included in our 2001 annual report on Form 10-K and quarterly reports on Form 10-Q for the periods ended March 30 and June 29, 2002. The comments principally ask us to provide additional information and to make additional disclosures in our financial statement footnotes and our management’s discussion and analysis. The letter requests that we prepare future filings consistent with the comments but does not request us to amend any previously filed report. We have provided a response to the SEC on these comments and have not yet heard anything further from the SEC regarding our response or their comments. While these matters are subject to interpretation, we believe that compliance with any or all of those comments in the preparation of the financial statements included in this prospectus would not have resulted in any change in our reported net earnings or in the calculations of EBITDA included in this prospectus.

TRADEMARKS AND TRADE NAMES

Castrip ^® is a registered trademark of a joint venture between us, Broken Hill Proprietary Corporation and Ishikawajima-Harima Heavy Industries, and HIsmelt ^® is a registered trademark of a joint venture between us, the Rio Tinto Group, Mitsubishi Corp. and Shougang Corp. Any references in this document to either of those terms without the “ ^® ” symbol represent defined terms that reference the technologies bearing the trademark which includes that symbol.

iii

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, particularly those statements preceded by, followed by, or that otherwise include, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relating to expectations about future results or events are based upon information available to us as of the date of this prospectus, and we assume no obligation to update any of these statements. The forward-looking statements are not guarantees of our future performance, and actual results may vary materially from the results and expectations discussed. Risks and uncertainties that could cause actual results to vary materially include without limitation the following:

The sensitivity of the results of our operations to prevailing steel prices and the price of steel scrap and other raw materials;

The cyclical nature of the domestic steel industry;

Intense competition, including from imports and substitute materials;

Excess world capacity for steel production;

Adjustments, repeal or lapse of existing U.S. tariffs on imported steel and adverse outcomes of pending and future trade cases alleging unlawful practices in connection with the importing of steel into the U.S.;

High energy costs associated with the production of steel products;

Capital investments and their impact on our capabilities;

Our safety performance;

Uncertainties regarding the cost of our compliance with future environmental laws and regulations; and

Other factors described in this prospectus or the documents we file with the SEC and incorporate by reference into this prospectus.

For some of the additional information that could cause actual results to vary materially from those described in the forward-looking statements, you should refer to the information contained in “Risk Factors” and the filings made by us with the SEC that are incorporated by reference into this prospectus. The section entitled “Where You Can Find More Information” describes how to obtain these filings and information.

PROSPECTUS SUMMARY

This summary highlights selected information about us, our industry and the new notes. This summary is not complete and may not contain all of the information that is important to you. You should read this entire prospectus carefully, including “Risk Factors”, and the documents that we have filed with the SEC and incorporated by reference into this prospectus.

Our Company

We are the largest steel producer in the United States. Additionally, we are the nation’s largest recycler, using steel scrap as the primary material in producing our steel products. We had sales of over $4.1 billion and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel in the following forms:

steel bars, beams, sheets and plates,

steel joists and joist girders,

steel deck,

cold-finished (or rolled) steel,

steel fasteners,

metal building systems, and

light gauge steel framing.

We manufacture our steel principally from steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. We process some of our manufactured steel to produce cold-rolled or cold-finished steel, steel joists and joist girders, and steel fasteners. We further process our cold-rolled steel to produce steel deck.

Our products are primarily carbon steel, which is steel containing iron, carbon and other alloys. A variety of alloys are used to achieve distinct properties to meet specific applications.

In 2001, approximately 90% of our hot- and cold-rolled steel production was sold to non-affiliated customers in the United States; the remainder was used by us in the manufacture of other steel products as described above. We market our steel products in the United States principally through our in-house sales force. We believe the primary competitive factors in selling steel products are price and service. We face considerable competition from numerous domestic manufacturers and foreign imports, often at prices that we believe involve “dumping” in the case of foreign imports.

We have operations in 14 states and as of December 15, 2002 had approximately 10,000 employees. None of our employees are represented by labor unions.

We were incorporated in Delaware in 1958 and maintain our principal executive offices at 2100 Rexford Road, Charlotte, North Carolina 28211, telephone (704) 366-7000.

Recent Developments

Birmingham Steel Corporation

On December 9, 2002, we completed our acquisition of substantially all of Birmingham Steel Corporation’s assets for approximately $615 million in cash. The assets purchased include four operating mills and approximately $120 million of accounts receivable and inventory. As required by the acquisition agreement, Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a pre-arranged plan, which was agreed to by us, Birmingham Steel and its secured creditors. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws.

Recent Financing

On October 4, 2002, we entered into a new revolving unsecured credit facility that provides for up to $425 million in revolving loans. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. Borrowings under this credit facility will bear interest at LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. This credit facility subjects us to customary financial and other covenants. We currently have no borrowings under this new credit facility.

Our new senior credit facility replaced our old credit facilities that provided for up to $248 million in revolving loans, which were scheduled to expire from 2003 through 2007. We had no amounts outstanding under those old credit facilities.

Outlook

On October 17, 2002, in response to questions posed on our live internet conference call relating to our third quarter earnings release (the transcript of which was subsequently posted on our website), we stated, based on preliminary information, that our fourth quarter earnings could be between $0.45 to $0.50 per share. We currently expect to make our customary fourth quarter earnings announcement based on more complete, updated information on or about February 6, 2003.

This Exchange Offer

Background

We issued the old notes in a private offering on October 1, 2002 that was exempt from the SEC’s registration requirements. In connection with that private offering, we entered into an exchange and registration rights agreement in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes.

General

We are offering to exchange the new notes for a like principal amount of old notes. Old notes may be tendered, and new notes will be issued, only in integral multiples of $1,000 principal amount. Currently, there are $350 million in principal amount of 4.875% notes due 2012 outstanding. You are entitled under the exchange and registration rights agreement to exchange your old notes for registered notes with substantially identical terms. The exchange offer is intended to satisfy these rights. The terms of the new notes are identical in all material respects to the terms of the old notes except that the new notes are registered under the Securities Act and generally are not subject to transfer restrictions or registration rights.

The exchange and registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for your benefit if, under applicable law, you would not receive freely tradeable registered notes in the exchange offer, you are ineligible to participate in the exchange offer, or in other specified circumstances.

Resale of new notes

We believe that you can resell and transfer your new notes without registering them under the Securities Act and delivering a prospectus if:

you are acquiring the new notes in the ordinary course of your business for investment purposes;

you are not engaged in, do not intend to engage in and have no arrangement or understanding with anyone to participate in a distribution of the new notes (as defined in the Securities Act); and

you are not an affiliate of Nucor as defined in Rule 405 under the Securities Act.

Our belief is based on interpretations expressed in some of the SEC’s no-action letters to other issuers in similar exchange offers. However, we cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the necessary representations, and you transfer any new note received in this exchange offer without meeting the registration and prospectus delivery requirements of

the Securities Act or without an exemption from these requirements, then you could incur liability under the Securities Act. We are not indemnifying you for any liability that you may incur under the Securities Act.

If you are a broker-dealer that will receive new notes for your own account in exchange for old notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of the new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus for an offer to resell or otherwise transfer the new notes. We have agreed that, for a period of up to 180 days after the completion of this exchange offer, we will make this prospectus and any amendment or supplement to this prospectus available to any broker-dealer for use in connection with any resale.

Consequences of failure to exchange

Old notes that are not tendered in the exchange offer or that are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:

each offer or sale is made pursuant to an exemption from the requirements of the Securities Act; or

the old notes are registered under the Securities Act.

After the exchange offer is completed, we will no longer have an obligation to register the old notes except in some limited circumstances. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—If you fail to properly exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited”.

Expiration Date

This exchange offer will expire at 5:00 p.m., New York City time, on , 2003 unless we extend it. We do not currently intend to extend the expiration date.

Withdrawal of tenders

You may withdraw the surrender of your old notes at any time prior to the expiration date.

Conditions to this exchange offer

This exchange offer is subject to customary conditions, which we may assert or waive. See “This Exchange Offer—Conditions to this Exchange Offer”.

Procedures for tendering

If you wish to accept this exchange offer and your old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct the custodial entity

to tender your old notes on your behalf pursuant to the procedures of the custodial entity. If your old notes are registered in your name, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You then must mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. The blue letter of transmittal should be used to tender old notes.

The old notes were issued as global securities in fully registered form without coupons. Beneficial interests in the old notes which are held by direct or indirect participants in The Depository Trust Company, or DTC, through certificateless depositary interests are shown on, and transfers of the old notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.

Custodial entities that are participants in DTC must tender old notes through DTC’s Automated Tender Offer Program, or ATOP. ATOP enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. By tendering your old notes in either of these manners, you will make and agree to the representations that appear under “This Exchange Offer—Purpose and Effect of this Exchange Offer”. For a more complete description of the procedures for tendering in the exchange offer, you should refer to the section later in this document entitled “This Exchange Offer—Procedures for Tendering”.

Closing

The new notes will be issued in exchange for corresponding old notes in this exchange offer, if consummated, on the first business day following the expiration date of this exchange offer or as soon as practicable after that date.

Taxation

The exchange of old notes for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations”.

Exchange agent

The Bank of New York is the exchange agent for this exchange offer. The address and telephone number of the exchange agent are set forth under the caption “This Exchange Offer—Exchange Agent”.

The New Notes

The following is a summary and not a complete description of the new notes. See “Description of Notes” for further information regarding the terms of the new notes. The new notes have substantially the same financial terms and covenants as the old notes, which are as follows:

Issuer

Nucor Corporation

Notes Offered

$350 million aggregate principal amount of 4.875% notes due 2012.

Ratings

Our senior debt is rated A1 by Moody’s Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies. Although they are not required to do so, we expect these rating agencies will continue to monitor our creditworthiness, and will make future adjustments to our ratings when they feel it is necessary. A rating reflects only the view of a rating agency at the time the rating is issued. It is not a recommendation to buy, sell or hold our debt securities, including the notes. Any rating can be revised upward or downward, suspended or withdrawn at any time by a rating agency if it decides the circumstances warrant such a change.

Maturity

October 1, 2012.

Interest

Interest on the new notes will accrue at the rate of 4.875% from the most recent date to which interest on the old notes has been paid or, if no interest has been paid, from the issue date of the old notes. We will pay interest on the new notes on April 1 and October 1 of each year, beginning on April 1, 2003. Holders whose old notes have been accepted for exchange will be deemed to have waived the right to receive any interest accrued on the old notes.

Ranking

The new notes will be our senior unsecured obligations and will rank equally with our other senior unsecured debt and senior to any of our subordinated debt outstanding from time to time. The new notes will rank junior to existing and future secured indebtedness incurred by us and will be structurally subordinated to any future indebtedness incurred by and to some of the liabilities of our subsidiaries.

indebtedness assumed by Nucor Steel Decatur, LLC in connection with our acquisition in July 2002 of substantially all of the assets of Trico Steel Company, LLC, which amount is included in the $370 million of secured indebtedness under industrial revenue and other similar bonds noted in the preceding sentence. On October 4, 2002, we entered into a $425 million unsecured revolving credit facility, which replaced our old credit facilities that provided for up to $248 million in revolving loans.

Redemption by Nucor

We may redeem all or a portion of the new notes at any time and from time to time at a price equal to the greater of:

100% of the principal amount of the new notes; or

The sum of the present value of the remaining principal amount of and interest on the new notes being redeemed, plus a make-whole premium,

in each case plus accrued and unpaid interest to the redemption date.

Restrictive Covenants

The indenture governing the new notes will restrict our ability to create liens, enter into sale and leaseback transactions and merge, consolidate or sell all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which are described below under “Description of Notes”.

Use of Proceeds

We will not receive any proceeds from this exchange offer.

Issuance of Additional Debt

We may from time to time, without notice to or the consent of the holders of notes, issue additional amounts of the new notes and create and issue new series of notes ranking equally and ratably with the new notes. Those additional notes may be issued under the indenture relating to the new notes offered by this prospectus, and may vote with the new notes offered hereby on matters affecting all noteholders.

You should read the section entitled “Risk Factors”, as well as other cautionary statements throughout this prospectus, to ensure you understand the risks associated with tendering your old notes in this exchange offer and receiving new notes.

SUMMARY FINANCIAL DATA

We have derived the following summary historical consolidated financial data included in the table below for, and as of the end of, each of the fiscal years in the five-year period ended December 31, 2001 from our audited consolidated financial statements. We have derived the historical financial data as of and for the nine months ended September 29, 2001 and September 28, 2002 from our unaudited condensed consolidated financial statements. The other data have been derived from our audited and unaudited condensed consolidated financial statements and internal records, as applicable, for the respective dates and periods indicated. You should read the following information in conjunction with our consolidated financial statements along with the notes thereto, which are included elsewhere in this prospectus, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

																	For the Nine Months Ended
	Year Ended December 31,															September 29, 2001			September 28, 2002
	1997			1998			1999			2000			2001			September 29, 2001			September 28, 2002
	(In thousands, except ratios and per ton amounts)
Income Statement Data (1):
Net sales	$	4,184,498		$	4,151,232		$	4,009,346		$	4,586,146		$	4,139,249		$	3,159,680		$	3,335,483

Costs, expenses and other:
Cost of products sold		3,488,424			3,500,142			3,394,696			3,774,017			3,717,234			2,828,002			2,982,440
Marketing, administrative and other expenses		145,410			147,973			154,773			183,176			138,560			121,795			126,154
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525			4,378			8,576
Minority interests		90,517			91,641			85,783			151,461			103,069			72,510			66,224
Other income		—			—			—			—			—			—			(29,900	)(2)

		3,724,316			3,735,924			3,630,157			4,107,838			3,965,388			3,026,685			3,153,494

Earnings before federal income taxes		460,182			415,308			379,189			478,308			173,861	(3)		132,995			181,989
Federal income taxes		165,700			151,600			134,600			167,400			60,900			46,500			62,800

Net earnings	$	294,482		$	263,708		$	244,589		$	310,908		$	112,961		$	86,495		$	119,189

Balance Sheet Data:
Cash and short-term investments	$	283,381		$	308,696		$	572,185		$	490,576		$	462,349		$	471,141		$	523,007
Total assets	$	2,984,383		$	3,215,626		$	3,718,928		$	3,710,868		$	3,759,348		$	3,811,878		$	4,020,489
Long-term debt due within one year	$	250		$	—		$	—		$	—		$	—		$	—		$	—
Long-term debt due after one year	$	167,950		$	215,450		$	390,450		$	460,450		$	460,450		$	460,450		$	544,550
Stockholders’ equity	$	1,876,426		$	2,072,552		$	2,262,248		$	2,130,952		$	2,201,460		$	2,186,205		$	2,292,841
Other Data:
Depreciation	$	218,764		$	264,039		$	256,637		$	259,365		$	289,063		$	219,621		$	228,186
Capital expenditures	$	306,749		$	502,910		$	374,718		$	415,405		$	261,146		$	194,822		$	141,767
Cash flows provided by operating activities	$	577,326		$	641,899		$	604,834		$	820,755		$	495,115		$	413,597		$	412,223
Cash flows used in investing activities	$	(305,979	)	$	(499,985	)	$	(374,276	)	$	(410,276	)	$	(360,400	)	$	(294,078	)	$	(178,286	)
Cash flows provided by (used in) financing activities	$	(92,367	)	$	(116,599	)	$	32,930		$	(492,087	)	$	(162,944	)	$	(138,954	)	$	(173,279	)
EBITDA (4)	$	702,838		$	699,263		$	644,177		$	753,767		$	474,957		$	358,432		$	416,924
EBITDA interest coverage (4)(5)		76x			70x			31x			34x			22x			21x			28x
Total debt to capital (6)		7.2	%		8.4	%		13.4	%		15.9	%		15.6	%		15.8	%		17.9	%
Total debt to EBITDA (4)(7)		.2x			.3x			.6x			.6x			1x			N/A			N/A
Operating Data:
Tons sold to outside customers		9,786			9,612			10,176			11,189			12,237			9,273			9,947
Composite sales price per ton (8)	$	428		$	432		$	394		$	410		$	338		$	341		$	335

(1)	Certain amounts for prior years have been reclassified to conform to the 2002 presentation.

(2)	In the second quarter of 2002, we received $29.9 million related to a graphite electrodes anti-trust settlement.

(3)	In November 2001, we sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20.2 million, affecting primarily marketing, administrative and other expenses.

(4)

“EBITDA” is defined as earnings before federal income taxes plus depreciation, interest expense (income), net and state income taxes. EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating activities, each as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Moreover, EBITDA does not necessarily indicate whether cash flow will be sufficient for items such as working capital, debt service or capital expenditures, or to react to changes in our industry or to the economy in general. We believe that EBITDA and ratios based on EBITDA are measures commonly used to evaluate a company’s performance and its performance relative to its financial obligations. Because EBITDA is not calculated by different companies in the same fashion, the EBITDA measures presented by us may not be comparable to similarly titled measures reported by other companies. Therefore, in evaluating EBITDA data, investors should consider, among other factors: the non-GAAP nature of EBITDA data; the GAAP financial statement amounts; actual cash flows and results of operations; the actual availability of funds for debt service, capital expenditures and working capital; and the comparability of our EBITDA data to similarly titled measures reported by other companies.

The following table sets forth the reconciliation from earnings before federal income taxes to EBITDA:

															For the Nine Months Ended
	Year Ended December 31,														September 29, 2001		September 28, 2002
	1997			1998			1999			2000			2001		September 29, 2001		September 28, 2002
	(in thousands)
Earnings before federal income taxes	$	460,182		$	415,308		$	379,189		$	478,308		$	173,861	$	132,995	$	181,989
Depreciation		218,764			264,039			256,637			259,365			289,063		219,621		228,186
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525		4,378		8,576
State income taxes (i)		23,927			23,748			13,446			16,910			5,508		1,438		(1,827	)

EBITDA	$	702,838		$	699,263		$	644,177		$	753,767		$	474,957	$	358,432	$	416,924

(i) For purposes of this table, state income taxes include certain state franchise taxes.

(5)	EBITDA interest coverage is EBITDA divided by gross interest expense. This ratio should not be construed as an alternative to fixed charge coverage ratio as determined by applicable SEC regulations, as presented in “Ratio of Earnings to Fixed Charges”.

(6)	Total debt to capital is debt divided by total capital. For this calculation, “total capital” consists of long-term debt due after one year, minority interests and stockholders’ equity. We believe that this ratio is commonly used to evaluate a company’s financial condition.

(7)	Total debt to EBITDA is total debt divided by EBITDA. We believe this ratio is commonly used to evaluate a company’s ability to pay its debt.

(8)	Composite sales price per ton is net sales divided by total tons sold to outside customers.

RISK FACTORS

Before you tender your old notes, you should consider the following risk factors, in addition to the other information presented in this prospectus and the documents incorporated by reference in this prospectus. Any of the following risks could harm our business and financial results and cause the value of the notes to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not presently known to us or that we presently deem immaterial also may harm our business and financial results.

Risks Related to the Notes and the Exchange Offer

If you fail to properly exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.

We will only issue new notes in exchange for old notes that you timely and properly tender. You should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “This Exchange Offer—Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

If you do not exchange your old notes for new notes in this exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

In addition, we anticipate that most holders of old notes will elect to participate in this exchange offer. Consequently, we expect that the liquidity of the market for the old notes after completion of this exchange offer may be substantially limited.

If an active trading market does not develop for the new notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.

The new notes will be new securities for which no established trading market currently exists. We do not intend to list the new notes on any securities exchange.

The liquidity of any market for the new notes will depend upon various factors, including:

the number of holders of the new notes;

the interest of securities dealers in making a market for the new notes;

the overall market for investment grade securities;

our financial performance and prospects; and

the prospects for companies in our industry generally.

Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

prevailing interest rates;

the number of holders of the new notes;

the market for similar debt securities; and

our financial performance.

Finally, if a large number of holders of old notes do not tender old notes or tender old notes improperly, only a limited amount of new notes would be outstanding after we complete this exchange offer, which could adversely affect the development and viability of a market for the new notes.

Some holders who exchange old notes may be deemed to be underwriters.

If you exchange old notes in this exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The amount and terms of our debt may limit our financial and operating flexibility.

As of September 28, 2002, after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002, we would have had approximately $895 million of total consolidated debt and a percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $370 million aggregate principal amount of secured indebtedness under industrial revenue and similar bonds, including $86 million principal amount of industrial revenue bonds assumed by Nucor Steel Decatur, LLC in our Trico Steel acquisition. As of September 28, 2002, our subsidiaries had no indebtedness, other than that $86 million of assumed industrial revenue bond indebtedness. The notes will rank junior to any existing and future secured indebtedness incurred by us and will be structurally subordinated to any future indebtedness incurred by and to some of the liabilities of our subsidiaries. The notes do not limit our or our subsidiaries’ ability to incur unsecured debt. On October 4, 2002, we entered into a new $425 million unsecured revolving credit facility, which replaced our old credit facilities that provided for up to $248 million in revolving loans. We may incur additional debt in the future, including under that facility. Our debt could have several important effects on our future operations, including, among others:

an increased portion of our cash flow from operations will be dedicated to the payment of principal and interest on the debt and will not be available for other purposes;

covenants in existing debt arrangements and covenants relating to any debt we may incur in the future may require us to meet financial tests and impose restrictions that could limit our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

the terms of the notes will limit our ability to incur secured indebtedness, enter into sale and leaseback transactions and merge or otherwise consolidate with another entity;

our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; and

our vulnerability to adverse economic and industry conditions could increase as a result of potentially decreased cash flow available under those conditions to meet our debt servicing obligations.

An active trading market may not develop for the notes, and you may not be able to resell your notes.

There is currently no public market for the notes. We do not intend to list the notes on any securities exchange or to arrange for the notes to be quoted on any trading market. The liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for debt securities and by changes in our financial performance or in the prospects for companies in our industry generally. As a result, you cannot be certain that an active trading market for the notes will develop or be sustained. If an active trading market for the notes fails to develop or to be sustained, you may not be able to sell your notes at a particular time or at favorable prices.

Risks Related to Our Business

Our industry is cyclical and prolonged economic declines could have a material adverse effect on our business.

Demand for most of our products is cyclical and sensitive to general economic conditions. Our business supports cyclical industries such as the construction, energy, appliance and automotive industries. As a result, downturns in the United States economy or any of these industries could materially adversely affect our results of operations and cash flows. Because steel producers generally have high fixed costs, reduced volumes result in operating inefficiencies. Over the five-year period ended December 31, 2001, our annual net income has varied from a high of $311 million in 2000 to a low of $113 million in 2001. Future economic downturns or a prolonged stagnant economy could materially adversely affect our business, results of operations, financial condition and cash flows.

Imports of steel may negatively affect our business.

We believe that steel imports into the United States involve widespread dumping and subsidy abuses and that the remedies provided by United States law to private litigants are insufficient to correct these problems. Imports of steel involving dumping and subsidy abuses depress domestic price levels and have had an adverse effect upon our revenue and income. The trade remedies announced by President Bush on March 5, 2002, under Section 201 of the Trade Act of 1974, impose increased tariffs on imports of certain steel products and are intended to provide some protection against imports from certain countries. The duties were imposed for a three-year period and are to be progressively reduced as required by the World Trade Organization. The duties range from 30% ad valorem to 8% ad valorem in the first year; 24% to 7% in the second year; and 18% to 6% in the third year. There are products and countries not covered by these increased tariffs, and more exemptions may be made in the future. The Bush administration recently has exempted from the higher tariffs a total of 727 steel products, a majority of which are made by European Union and Japanese producers. It is not presently clear whether the trade remedies enacted by the Bush administration will provide a meaningful benefit to our company in the form of protection against steel imports from some countries at substantially reduced prices. In addition, the Bush administration has announced its intention to review the impact of the tariffs prior to their scheduled expiration, and the European Union and certain countries have indicated their intent to challenge these new tariffs before the World Trade Organization. The elimination or modification of the tariffs as a result of this action, and the existing exemptions from, scheduled reductions in and expiration of the increased tariffs, if not replaced or reinstated, could have a material adverse effect on our business.

Separately, the U.S. Commerce Department concluded that 20 countries were dumping cold-rolled steel in the U.S. market and referred the matter to the International Trade Commission to determine if this dumping had injured American steel producers. Recently, the International Trade Commission determined that the domestic steel industry has not been significantly injured by the alleged dumping of cold-rolled steel from producers in Japan, India, Australia, Sweden and Thailand and has declined to impose duties that could have significantly increased the price of imported cold-rolled steel. The International Trade Commission in

November ruled against United States steel producers when it determined that imports from numerous other countries had not materially injured the domestic steel industry. Although more of these dumping cases may undergo government review, since the implementation of the tariffs in March 2002, the International Trade Commission generally has ruled against the U.S. steel industry.

Overcapacity in the steel industry may negatively affect our business, results of operations and cash flows.

There is an increasing excess of global steel-making capacity over global consumption of steel products. This has caused our shipment and production levels to vary from year to year and quarter to quarter, affecting our business, results of operations and cash flows. Many factors can influence these results, including demand in the domestic market, international currency conversion rates and domestic and international government actions. To the extent global steel-making capacity continues to exceed global consumption, there may be continued downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.

Energy resources and raw materials markets are subject to conditions that create uncertainty in the prices and availability of energy resources we rely upon.

Our steel mills consume large amounts of electricity and natural gas. Energy costs are among our largest operating expenses, second only to raw materials. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs could materially adversely affect our business, results of operations, financial condition and cash flows.

We rely to a substantial extent on outside vendors to supply us with raw materials that are critical to the manufacture of our products. We acquire our primary raw material, steel scrap, from numerous sources throughout the country. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis or on price and other terms acceptable to us.

If our suppliers increase the price of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials. If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, delay new product introductions and suffer harm to our reputation.

Difficulties in integrating the acquisition of the Birmingham Steel assets may result in our not achieving the anticipated benefits of the acquisition and could adversely affect our operating results.

Historically, we have not grown our business significantly through acquisitions. The acquisition of Birmingham Steel presents challenges that will be relatively new to us. We will face challenges in consolidating functions, procedures, operations and product lines in a timely and efficient manner and in retaining key personnel associated with the acquisition. The failure to successfully meet these challenges could adversely affect our operating results.

These challenges will result principally because of the following differences between us and Birmingham Steel:

we have a more decentralized organizational structure than did Birmingham Steel;

we maintain different operating systems and software on different computer hardware than did Birmingham Steel; and

we have different employment and compensation arrangements for employees than did Birmingham Steel.

The effort to integrate these operations will be complex and will require significant attention from our management, which may divert their attention from other important areas of our business.

We plan to continue to implement acquisition strategies that involve a number of inherent risks.

We plan to seek attractive opportunities to acquire businesses and enter into joint ventures and make other investments that are complementary to our existing strengths. Acquisitions, joint ventures and other investments involve various inherent risks, such as assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates, the potential loss of key personnel of an acquired business, and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. In addition, we may be unable to realize, or to do so within any particular time frame, the cost reductions, cash flow increases or other synergies expected to result from our acquisitions, joint ventures and other investments. Realization of the anticipated benefits of acquisitions or joint ventures could take longer than expected, and implementation difficulties, market factors and deteriorations in domestic or global economic conditions could alter the anticipated benefits. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if we fail or are unable to meet these challenges and risks associated with our making acquisitions, entering into joint ventures and making other investments.

Some of our competitors in and emerging from bankruptcy have lowered their operating costs, which could negatively affect our competitive position.

According to a recent report from the American Iron and Steel Institute, or AISI, since 1998 more than 30 domestic steel companies have sought protection under Chapter 11 of the United States Bankruptcy Code. Many of these companies have continued to operate. Some have reduced prices to maintain volumes and cash flows and obtained concessions from their labor unions and suppliers. In some cases, they have even expanded and modernized while in bankruptcy. Upon emergence from bankruptcy, these companies, or new entities that purchase their facilities through the bankruptcy process, may be relieved of certain environmental, retiree and other obligations. As a result, they may be able to operate with lower costs, a primary competitive factor in the steel industry, which could negatively affect our competitive position.

Competition from other materials may materially adversely affect our business.

In many applications, steel competes with other materials, such as aluminum, cement, composites, glass, plastic and wood. Increased use of these materials in substitution for steel products could materially adversely affect prices and demand for our steel products.

Environmental compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position.

Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment. These laws are evolving and becoming increasingly stringent. Compliance with these laws and regulations is an important part of our operations. At present, we are not aware of any new or proposed regulations that could substantially increase our currently projected operating requirements and costs. We have agreed to a comprehensive consent decree with the United States Environmental Protection Agency (referred to as the “EPA”) and certain states that relates to a broad array of alleged past environmental violations at eight of our steel manufacturing mills and six of our Vulcraft facilities. Under the terms of the consent decree, we are testing new air pollution control technology and are required to evaluate and improve, as appropriate, our water pollution control systems. We have further agreed, as part of the consent decree, to evaluate the affected steel mill sites for contamination and then remediate as necessary. To date, this process has not produced any findings that would likely result in unexpected significant remediation costs. We paid a $9 million penalty in July 2001 and have agreed to spend another $4 million in supplemental environmental projects under the consent decree. Our accrued environmental reserves at September 28, 2002, including those projected to comply with the consent decree, were $75.6 million. We believe our competitors are subject to similar environmental laws and regulations. The specific impact on each competitor may vary, however, depending upon a number of factors, including the age and location of operating facilities, production processes (such as a mini-mill versus an integrated producer) and the specific products and services it provides. To the extent that competitors, particularly foreign steel producers and manufacturers of competitive products, are not required to incur equivalent costs, our competitive position could be materially adversely impacted.

Our operations are subject to business interruptions and casualty losses.

The steel-making business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, inclement weather and transportation interruptions. While our insurance coverage could offset losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent any such losses are not covered by our insurance.

Our business requires substantial debt service, acquisition costs, capital investment and maintenance expenditures that we could have difficulty in meeting.

As of September 28, 2002, we would have approximately $895 million of long-term debt, consisting of approximately $545 million of debt existing as of September 28, 2002, and after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002. On that debt, we expect interest payments of between $40 million and $60 million annually, depending on interest rates applicable to our variable rate industrial revenue and similar bonds. We made a payment of approximately $615 million in connection with our acquisition of substantially all of the assets and assumption of obligations under acquired contracts and under some environmental permits of Birmingham Steel, which occurred on December 9, 2002. We used some of the net proceeds of the offering of the old notes, along with working capital, to fund the Birmingham Steel acquisition. Our operations are capital intensive. For the five-year period ended December 31, 2001, our total capital expenditures were approximately $1.9 billion, and, including our Trico Steel acquisition, we plan capital expenditures of approximately $260 million in 2002. Our business also requires substantial expenditures for routine maintenance. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies to be financed by internally generated funds or from borrowings under our new $425 million unsecured revolving credit facility, we cannot assure you that this will be the case.

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the exchange and registration rights agreement we executed when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. The issuance of the new notes under this exchange offer will not result in any change in our outstanding debt.

We used some of the net proceeds from the initial sale of the old notes, along with working capital, to fund our acquisition of the assets of Birmingham Steel Corporation. We completed the Birmingham Steel acquisition on December 9, 2002. For additional information regarding this acquisition, see “Business—Strategic Acquisitions”.

CAPITALIZATION

The following table sets forth our cash and short-term investments and capitalization at September 28, 2002 on (i) a historical basis and (ii) a pro forma as adjusted basis to reflect the initial sale of the old notes and receipt of net proceeds of approximately $347 million after deducting the initial purchasers’ discount and offering expenses, as if that transaction had occurred on September 28, 2002. This table is presented on a consolidated basis and should be read in conjunction with our historical consolidated financial statements and related notes included elsewhere in this prospectus. See also “Use of Proceeds” and “Description of Material Indebtedness”.

	September 28, 2002
	Actual			Pro Forma As Adjusted
	(Unaudited)
Cash and short-term investments	$	523,007,447		$	870,007,447

Long-term debt (including current maturities):
Revolving credit facilities (1)		—			—
Industrial revenue bonds, fixed rate, 5.75% to 8.00%, due from 2003 to 2023 (2)	$	77,250,000		$	77,250,000
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033		292,300,000			292,300,000
Notes, 6%, due in 2009		175,000,000			175,000,000
Notes, 4.875%, due in 2012 (3)		—			350,000,000

Total indebtedness		544,550,000			894,550,000

Minority interests (4)		206,537,710			206,537,710

Stockholders’ equity:
Common stock		36,269,946			36,269,946
Additional paid-in capital		97,382,265			97,382,265
Retained earnings		2,613,544,755			2,613,544,755
Treasury stock		(454,355,795	)		(454,355,795	)

		2,292,841,171			2,292,841,171

Total capital	$	3,043,928,881		$	3,393,928,881

Percentage of indebtedness to total capital		17.9	%		26.4	%

(1)

On October 4, 2002, we entered into a new revolving credit facility that replaced our old $248 million credit facilities and provides for up to $425 million in unsecured revolving loans. As of the date of this prospectus, we have not drawn upon any of the credit available under our new credit facility.

(2)	It is contemplated that, in early 2003, approximately $45 million aggregate principal amount of the fixed rate industrial revenue bonds will be redeemed and reissued in the form of new variable rate industrial

revenue bonds in like principal amount. In addition, $16 million of the aggregate principal amount included in this table under “Long-term debt (including current maturities)” was called for redemption in late November 2002, and as a result will be reflected as current debt for the period ending December 31, 2002. See the section below entitled “Description of Material Indebtedness—Industrial Revenue Bonds”.

(3)	Does not include original issue discount on the old notes.

(4)	The inclusion of our minority interests in total capital has the effect of increasing our total capital, which in turn, decreases our percentage of indebtedness to total capital. Our minority interests represent the 49% interest in Nucor-Yamato Steel Company that we do not own.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earning to fixed charges for the periods indicated.

Years Ended December 31

Nine Months Ended September 28,

2002

1997

1998

1999

2000

2001

Ratio of Earnings to Fixed Charges

53.16x

41.42x

20.14x

23.07x

9.19x

13.42x

For purposes of these calculations, “earnings” consist of earnings before federal income taxes, state income taxes, minority interests, losses from equity investments and fixed charges, less minority interests in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” consist of interest expense.

The following table sets forth our calculation of ratio of earnings to fixed charges for the periods indicated.

	Years Ended December 31,															Nine Months Ended September 28, 2002
	1997			1998			1999			2000			2001			Nine Months Ended September 28, 2002
	(In thousands, except ratios)
Earnings, as defined above:
Earnings before federal income taxes	$	460,182		$	415,309		$	379,189		$	478,308		$	173,861		$	181,989
Plus: state income taxes (i)		23,927			23,748			13,446			16,910			5,508			(1,827	)
Plus: minority interests (ii)		90,517			91,641			85,783			151,461			103,069			66,224
Plus: losses from equity investments		—			—			—			235			740			2,573
Plus: fixed charges (interest expense)		9,282			10,863			20,516			22,449			22,002			14,712
Less: minority interests in subsidiaries that have not incurred fixed charges (ii)		(90,517	)		(91,641	)		(85,783	)		(151,461	)		(103,069	)		(66,224	)

	$	493,391		$	449,920		$	413,151		$	517,902		$	202,111		$	197,447

Fixed charges, as defined above:
Interest expense	$	9,282		$	10,863		$	20,516		$	22,449		$	22,002		$	14,712

Ratio of earnings to fixed charges		53.16	%		41.42	%		20.14	%		23.07	%		9.19	%		13.42	%

(i)	For purposes of this table, state income taxes include certain state franchise taxes.

(ii)	For purposes of this table, minority interests reflect the amounts broken out as a separate line item in the Income Statement Data portion of the Selected Historical Consolidated Financial Data set forth below.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

We have derived the historical consolidated financial data included in the table below for, and as of the end of, each of the fiscal years in the five-year period ended December 31, 2001 from our audited consolidated financial statements. We have derived the historical financial data as of and for the nine months ended September 29, 2001 and September 28, 2002 from our unaudited condensed consolidated financial statements. The other data have been derived from our audited and unaudited condensed consolidated financial statements and internal records, as applicable, for the respective dates and periods indicated. In the opinion of our management, the unaudited consolidated financial data presented below provides all adjustments necessary for a fair presentation of the results of operations for the periods specified. The results, however, are not necessarily indicative of the results that may be expected for the full fiscal year. You should read the following information in conjunction with our consolidated financial statements along with the notes thereto, which are included elsewhere in this prospectus, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Year Ended December 31,															For the Nine Months Ended
	1997			1998			1999			2000			2001			September 29, 2001			September 28, 2002
	(In thousands, except per share amounts, ratios and per ton amounts)
Income Statement Data (1) :
Net sales	$	4,184,498		$	4,151,232		$	4,009,346		$	4,586,146		$	4,139,249		$	3,159,680		$	3,335,483

Costs, expenses and other:
Cost of products sold		3,488,424			3,500,142			3,394,696			3,774,017			3,717,234			2,828,002			2,982,440
Marketing, administrative and other expenses		145,410			147,973			154,773			183,176			138,560			121,795			126,154
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525			4,378			8,576
Minority interests		90,517			91,641			85,783			151,461			103,069			72,510			66,224
Other income		—			—			—			—			—			—			(29,900	)(2)

		3,724,316			3,735,924			3,630,157			4,107,838			3,965,388			3,026,685			3,153,494

Earnings before federal income taxes		460,182			415,308			379,189			478,308			173,861	(3)		132,995			181,989
Federal income taxes		165,700			151,600			134,600			167,400			60,900			46,500			62,800

Net earnings	$	294,482		$	263,708		$	244,589		$	310,908		$	112,961		$	86,495		$	119,189

Net earnings per share:
Basic	$	3.35		$	3.00		$	2.80		$	3.80		$	1.45		$	1.11		$	1.53
Diluted		3.35			3.00			2.80			3.80			1.45			1.11			1.52
Balance Sheet Data:
Cash and short-term investments	$	283,381		$	308,696		$	572,185		$	490,576		$	462,349		$	471,141		$	523,007
Total assets	$	2,984,383		$	3,215,626		$	3,718,928		$	3,710,868		$	3,759,348		$	3,811,878		$	4,020,489
Long-term debt due within one year	$	250		$	—		$	—		$	—		$	—		$	—		$	—
Long-term debt due after one year	$	167,950		$	215,450		$	390,450		$	460,450		$	460,450		$	460,450		$	544,550
Stockholders’ equity	$	1,876,426		$	2,072,552		$	2,262,248		$	2,130,952		$	2,201,460		$	2,186,205		$	2,292,841
Other Data:
Depreciation	$	218,764		$	264,039		$	256,637		$	259,365		$	289,063		$	219,621		$	228,186
Capital expenditures	$	306,749		$	502,910		$	374,718		$	415,405		$	261,146		$	194,822		$	141,767
Dividends declared per share	$	.40		$	.48		$	.52		$	.60		$	.68		$	.51		$	.57
Cash flows provided by operating activities	$	577,326		$	641,899		$	604,834		$	820,755		$	495,115		$	413,597		$	412,223
Cash flows used in investing activities	$	(305,979	)	$	(499,985	)	$	(374,276	)	$	(410,276	)	$	(360,400	)	$	(294,078	)	$	(178,286	)
Cash flows provided by (used in) financing activities	$	(92,367	)	$	(116,599	)	$	32,930		$	(492,087	)	$	(162,944	)	$	(138,954	)	$	(173,279	)
EBITDA (4)	$	702,838		$	699,263		$	644,177		$	753,767		$	474,957		$	358,432		$	416,924
EBITDA interest coverage (4)(5)		76x			70x			31x			34x			22x			21x			28x
Total debt to capital (6)		7.2	%		8.4	%		13.4	%		15.9	%		15.6	%		15.8	%		17.9	%
Total debt to EBITDA (4)(7)		.2x			.3x			.6x			.6x			1x			N/A			N/A
Operating Data:
Tons sold to outside customers		9,786			9,612			10,176			11,189			12,237			9,273			9,947
Composite sales price per ton (8)	$	428		$	432		$	394		$	410		$	338		$	341		$	335

(1)	Certain amounts for prior years have been reclassified to conform to the 2002 presentation.

(2)	In the second quarter of 2002, we received $29.9 million related to a graphite electrodes anti-trust settlement.

(3)	In November 2001, we sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20.2 million, affecting primarily marketing, administrative and other expenses.

(4)

“EBITDA” is defined as earnings before federal income taxes plus depreciation, interest expense (income), net and state income taxes. EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating activities, each as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Moreover, EBITDA does not necessarily indicate whether cash flow will be sufficient for items such as working capital, debt service or capital expenditures, or to react to changes in our industry or to the economy in general. We believe that EBITDA and ratios based on EBITDA are measures commonly used to evaluate a company’s performance and its performance relative to its financial obligations. Because EBITDA is not calculated by all companies in the same fashion, the EBITDA measures presented by us may not be comparable to similarly titled measures reported by other companies. Therefore, in evaluating EBITDA data, investors should consider, among other factors: the non-GAAP nature of EBITDA data; the GAAP financial statement amounts; actual cash flows and results of operations; the actual availability of funds for debt service, capital expenditures and working capital; and the comparability of our EBITDA data to similarly titled measures reported by other companies.

The following table sets forth the reconciliation from earnings before federal income taxes to EBITDA:

	Year Ended December 31,														For the Nine Months Ended
	1997			1998			1999			2000			2001		September 29, 2001		September 28, 2002
	(in thousands)
Earnings before federal income taxes	$	460,182		$	415,308		$	379,189		$	478,308		$	173,861	$	132,995	$	181,989
Depreciation		218,764			264,039			256,637			259,365			289,063		219,621		228,186
Interest expense (income), net		(35	)		(3,832	)		(5,095	)		(816	)		6,525		4,378		8,576
State income taxes (i)		23,927			23,748			13,446			16,910			5,508		1,438		(1,827	)

EBITDA	$	702,838		$	699,263		$	644,177		$	753,767		$	474,957	$	358,432	$	416,924

(i) State

income taxes include certain state franchise taxes.

(5)	EBITDA interest coverage is EBITDA divided by gross interest expense. This ratio should not be construed as an alternative to fixed charge coverage ratio as determined by applicable SEC regulations, as presented in “Ratio of Earnings to Fixed Charges”.

(6)	Total debt to capital is debt divided by total capital. For this calculation, “total capital” consists of long-term debt due after one year, minority interests and stockholders’ equity. We believe that this ratio is commonly used to evaluate a company’s financial condition.

(7)	Total debt to EBITDA is total debt divided by EBITDA. We believe this ratio is commonly used to evaluate a company’s ability to pay its debt.

(8)	Composite sales price per ton is net sales divided by total tons sold to outside customers.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Operations

Our business is the manufacture and sale of steel products. We operate steel mini-mills that manufacture steel by melting scrap steel in electric arc furnaces. As opposed to integrated steel producers that utilize iron ore in their steel manufacturing facilities, we are not required to make the substantial investment in facilities necessary to produce steel from iron ore. Instead, we obtain our raw materials, primarily scrap steel, on the open market.

Nine Months Ended September 28, 2002 Compared to Nine Months Ended September 29, 2001

Net sales

Net sales for the first nine months of 2002 increased 6% from the first nine months of 2001. Average sales price per ton decreased 2% from $341 in the first nine months of 2001 to $335 in the first nine months of 2002, while total tons shipped to outside customers increased 7%. We established new nine-month tonnage records for steel production, total steel shipments and steel shipments to outside customers in 2002. In the first nine months of 2002, steel production was 10.0 million tons, compared with 9.3 million tons produced in the first nine months of 2001. Total steel shipments were 10.0 million tons in the first nine months of 2002, compared with 9.3 million tons in last year’s first nine months. Steel shipments to outside customers were 9.1 million tons, compared with 8.3 million tons in the year earlier nine months. Steel joist production during the first nine months of 2002 was 343,000 tons, compared with 404,000 tons a year earlier. Steel deck sales were 235,000 tons, compared with 260,000 tons in last year’s first nine months. Cold finished steel sales were 169,000 tons, compared with 161,000 tons in the first nine months of 2001.

Cost of products sold

The major component of cost of products sold is raw material costs. The average price of raw materials increased approximately 4% from the first nine months of 2001 to the first nine months of 2002. The average scrap and scrap substitute cost per ton used increased from $102 in the first nine months of 2001 to $107 in the first nine months of 2002.

State income taxes (benefit) of $(1.8) million for the first nine months of 2002 have been recorded in cost of products sold ($1.4 million for the first nine months of 2001).

For the first nine months of 2002, pre-operating, start-up and acquisition costs decreased to $54.3 million, compared with $67.0 million in the first nine months of 2001. In 2002, these costs primarily related to the start-up of the Castrip facility in Crawfordsville, Indiana; the new Vulcraft facility in Chemung, New York; and the start-up of Nucor Steel Decatur, LLC. In the third quarter of 2002, we incurred approximately $10 million of costs associated with the accelerated start-up of Nucor Steel Decatur. In 2001, pre-operating, start-up and acquisition costs primarily related to the start-up of the new plate mill in Hertford County, North Carolina and the new Vulcraft facility in Chemung, New York.

During the first nine months of 2002, we revised estimates for environmental reserves as additional information was obtained. Environmental reserves included in deferred credits and other liabilities decreased by $24.3 million during the first nine months of 2002.

Gross margin

Gross margins were approximately 11% for the first nine months of 2002, compared with approximately 10% for the first nine months of 2001.

Marketing, administrative and other expenses

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs decreased approximately 2% from the first nine months of 2001 to the first nine months of 2002. Profit sharing costs increased 37% from the first nine months of 2001 to the first nine months of 2002. Profit sharing costs are based on and generally fluctuate with pre-tax earnings.

Interest expense (income), net

Interest expense, net of interest income, increased from the first nine months of 2001 to the first nine months of 2002, due primarily to increased debt and decreased average interest rates on short-term investments.

Minority interests

Minority interests represent the income attributable to the minority partners of our less than 100% owned joint venture, Nucor-Yamato Steel Company.

Federal income taxes

Federal income taxes were at a rate of approximately 34.5% for the first nine months of 2002, and approximately 35% for the first nine months of 2001.

Net earnings

Net earnings increased during the first nine months of 2002 compared with the first nine months of 2001 due to increased sales volume, increased margins and decreased pre-operating, start-up and acquisition costs. In addition, the increase in net earnings during the first nine months of 2002 compared to 2001 was attributable to increased other income related to the receipt during the second quarter of $29.9 million in connection with a graphite electrodes anti-trust settlement.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Net sales

Net sales for 2001 decreased 10% to $4.1 billion, compared with $4.6 billion in 2000. The decrease was primarily due to an 18% decrease in composite sales price per ton from $410 in 2000 to $338 in 2001. Increased imports and the downturn in the U.S. economy unfavorably affected sales prices. The record year of sales experienced in 2000 was primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly—a trend that continued in 2001.

The decrease in net sales in 2001 was mitigated to some extent by increased volume. We established new annual tonnage records for total steel shipments and steel shipments to outside customers in 2001. Total steel shipments were 12.1 million tons in 2001, compared with 11.0 million tons in 2000. Steel sales to outside customers were 11.0 million tons in 2001, compared with 9.8 million tons in 2000. Steel joist production for 2001 was 532,000 tons, compared with 613,000 tons in 2000. Steel deck sales were 344,000 tons in 2001,

versus 353,000 tons in 2000. Cold-finish steel sales were 203,000 tons in 2001 compared with 250,000 tons in 2000.

Cost of products sold

The major component of cost of products sold is raw material costs. The average price of raw materials decreased by 13% from 2000 to 2001. The average scrap and scrap substitute cost per ton used was $101 in 2001 and $120 in 2000. By the fourth quarter of 2001, the average scrap cost per ton used had decreased to $99. State income taxes of $5.5 million in 2001 and $15.2 million in 2000 also are included in cost of products sold.

Gross margin

Gross margin decreased to 8% in 2001 from 14% in 2000. In addition to the net sales and cost of products sold factors discussed above, gross margins were affected by pre-operating and start-up costs at several of our facilities. Pre-operating and start-up costs of new facilities increased to $97.8 million in 2001, compared with $50.9 million in 2000. In 2001, these costs primarily related to the start-up of the new plate mill in Hertford County, North Carolina and the new Vulcraft facility in Chemung, New York.

Marketing, administrative and other expenses

The major components of marketing, administrative and other expenses are freight and profit-sharing costs. Unit freight costs increased less than 5% from 2000 to 2001. Profit-sharing costs decreased by 73% from 2000 to 2001. Profit-sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit-sharing costs included over $6.3 million for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee except for senior officers received $800. In 2001, marketing, administrative and other expenses were reduced by a gain on the sale of Nucor Iron Carbide, Inc., whose operations accounted for a small percentage of our sales.

Interest expense (income), net

Interest expense, net of interest income, increased in 2001 as a result of increased average long-term debt and decreased average interest rates on short-term investments.

Minority interests

Minority interests represent the income attributable to the minority partners of our less than 100% owned subsidiaries, primarily our joint venture, Nucor-Yamato Steel Company.

Federal income taxes

Federal income taxes were at a rate of 35.0% for 2001 and 2000.

Net earnings

The decrease in 2001 net earnings resulted primarily from decreased margins and increased start-up costs of new facilities, partially offset by decreased profit-sharing costs and decreased federal income taxes. Our net earnings were also favorably affected in the fourth quarter of 2001 by a pre-tax gain of $20.2 million related to the sale of Nucor Iron Carbide, Inc. ($11.9 million after tax and profit-sharing, or $.15 per share). The increase in 2000 net earnings resulted primarily from increased margins and increased volume. Net earnings were 5% of average equity in 2001, compared with 14% in 2000.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net sales

Net sales increased by 14% from 1999 to 2000, with more than 55% of the increase due to increased volume, with additional benefit derived from increased sales prices per ton ($394 in 1999 to $410 in 2000). 2000 was a record year for sales, primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly. During 1999 and 2000, imports of steel increased significantly, much of it at reduced prices that we believe reflected dumping. The effects of these imports decreased during the latter part of 1999, but increased during 2000.

Total steel shipments were 11.0 million tons in 2000, compared with 10.1 million tons in 1999. Steel sales to outside customers were 9.8 million tons in 2000 compared with 8.7 million tons in 1999. Steel joist production for 2000 was 613,000 tons, compared with 616,000 tons in 1999. Steel deck sales were 353,000 tons in 2000, compared with 375,000 tons in 1999. Cold finish steel sales were 250,000 tons in 2000, compared with 243,000 tons in 1999.

Cost of products sold

The major component of cost of products sold is raw material costs. The average price of raw materials increased by less than 10% in 2000. The average scrap and scrap substitute cost per ton used was $120 in 2000 and $111 in 1999. By the end of the fourth quarter of 2000, the average scrap cost per ton used had decreased to $109. State income taxes of $15.2 million in 2000 and $11.7 million in 1999 also are included in cost of products sold.

Gross margin

Gross margin increased from 13% in 1999 to 14% in 2000 due to the net sales and cost of products sold factors discussed above.

Marketing, administrative and other expenses

The major components of marketing, administrative and other expenses are freight and profit-sharing costs. Unit freight costs increased less than 5% from 1999 to 2000. Profit-sharing costs increased by 46% from 1999 to 2000. Profit-sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit-sharing costs included over $6.3 million for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee, except for senior officers, received $800.

Interest expense (income), net

Interest income, net of interest expense, decreased in 2000 as a result of increased average long-term debt and decreased average short-term investments.

Minority interests

Minority interests represent the income attributable to the minority partners of our less than 100% owned subsidiaries, primarily our joint venture, Nucor-Yamato Steel Company.

Federal income taxes

Federal income taxes were at a rate of 35.0% for 2000 and 35.5% for 1999.

Net earnings

The increase in 2000 net earnings resulted primarily from increased margins and increased volume. Net earnings were 14% of average equity in 2000, compared with 11% in 1999.

Liquidity and Capital Resources

Liquidity

The ratio of our current assets to current liabilities, or current ratio, was 2.4 at the end of the first nine months of 2002, and 2.8 at year-end 2001. The percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) was 18% at the end of the first nine months of 2002, and 16% at year-end 2001.

Capital expenditures decreased 27% from the first nine months of 2001 to the first nine months of 2002. In addition, during the first quarter of 2001, we purchased substantially all of the assets of Auburn Steel Company, Inc.’s steel bar facility for approximately $115 million in cash. During the third quarter of 2002, our wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased substantially all of the assets of Trico Steel Company, LLC for a purchase price of $117.7 million. The purchase price included the assumption of $86 million in principal amount of industrial revenue bonds. The acquisitions were not material to the consolidated financial statements and did not result in material goodwill or other intangible assets. Including the Trico Steel acquisition, capital expenditures are projected to be approximately $260 million for all of 2002.

In 2001, working capital increased 8% from $821.5 million to $889.5 million, due primarily to decreased accrued profit-sharing costs. Our current ratio was 2.8 in 2001 and 2.5 in 2000. During 2000, we negotiated an agreement with the Environmental Protection Agency. We paid a $9.0 million penalty in July 2001 and agreed to spend another $4.0 million in Supplemental Environmental Projects under the agreement. We do not anticipate that the cost of complying with the terms of this decree will materially impact our liquidity.

We have a simple capital structure with no significant off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities. We sometimes use natural gas purchase contracts to partially manage our exposure to price risk of natural gas which we use during the manufacturing process. Our use of these contracts is immaterial for all periods presented.

In late November 2002, we called for redemption $16 million aggregate principal amount of our outstanding fixed rate industrial revenue bond indebtedness. We expect to redeem these bonds in early 2003.

Operating activities

Cash provided by operating activities decreased to $495.1 million in 2001, compared with $820.8 million in 2000. Gross margins deteriorated in 2001 due to lower average selling prices and increased start-up costs of new facilities. Additionally, in 2001, changes in operating assets and liabilities (exclusive of acquisitions and dispositions) used cash of $724,000, compared with changes in operating assets and liabilities providing cash of $79.8 million in 2000.

Investing activities

Cash used in investing activities decreased to $360.4 million in 2001, compared with $410.3 million in 2000. Capital expenditures for new facilities and expansion of existing facilities decreased to $261.1 million in 2001, compared with $415.4 million in 2000.

During 2001, we sold Nucor Iron Carbide, Inc. and sold the assets of the Nucor Bearing Products facility. Both of these operations accounted for a small percentage of our net sales. Total proceeds from these two sales as well as the sale of other equipment at existing facilities were $22.7 million in 2001. Also in 2001, we purchased substantially all of the assets of Auburn Steel Company, Inc.’s steel bar facility in Auburn, New York for approximately $115 million and acquired ITEC Steel, Inc. for approximately $7 million (excluding liabilities assumed).

Financing activities

Cash used in financing activities was $162.9 million in 2001, compared with $492.1 million in 2000. No additional long-term debt was incurred in 2001. Net long-term debt borrowings were $70.0 million in 2000. The acquisitions of the bar mill in Auburn, New York and of ITEC Steel, Inc. in 2001 were funded by our existing cash and short-term investments. The percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) was 16% in 2001 and 2000.

Our directors have approved the purchase of up to 15.0 million shares of our common stock. We did not repurchase any shares of our common stock during 2001 or the first nine months of 2002. Since the inception of the stock repurchase program in 1998, we have repurchased a total of approximately 10.8 million shares at a cost of approximately $445 million.

Capital resources

One of our primary financial objectives is to maintain a strong balance sheet. Funds provided from our operations, credit facility, and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. On October 1, 2002, we issued the old notes consisting of $350 million of 4.875% notes due in 2012. The notes are our senior unsecured obligations and rank equally with all of our unsecured and unsubordinated debt outstanding from time to time. We believe we have the ability to borrow significant additional funds to finance future acquisition opportunities, while maintaining a conservative debt to capital ratio.

On October 4, 2002, we entered into a new revolving unsecured credit facility that provides up to $425 million in revolving loans. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. The new revolving credit facility replaces our previous credit facilities that provided for up to $248 million in revolving loans. Borrowings under the new credit facility bear interest at a base rate or LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. The new credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capitalization of 50% and a limit on our ability to pledge our or our subsidiaries’ assets. We had no amounts outstanding under this new credit facility as of the date of this prospectus.

Our 2002 joint venture with Rio Tinto Group to construct a commercial scale HIsmelt mill in Western Australia requires us, based on budget calculations, to fund approximately $7 million for this project in 2002 and approximately $48 million thereafter.

On December 9, 2002, we completed our acquisition transaction with Birmingham Steel Corporation for a cash purchase price of approximately $615 million, acquiring substantially all of its assets and assuming obligations under acquired contracts and under some environmental permits. We funded the acquisition with some of the net proceeds from the offering of the old notes, along with working capital.

We are subject to environmental laws and regulations established by federal, state and local authorities and make provisions for the estimated costs related to compliance. The ultimate impact of complying with these laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. These environmental laws and regulations, particularly the Clean Air Act, could result in substantially increased capital, operating and compliance costs. We are also subject to a consent decree with the EPA and certain states effective in July 2001 in order to resolve alleged environmental non-compliance at eight steel mills and six Vulcraft facilities and to provide an achievable schedule for bringing those facilities into full compliance with environmental laws. The consent decree also provides a framework for resolving a number of uncertainties regarding applicable environmental requirements under state and federal laws and regulations. We do not anticipate that the cost of complying with the terms of this decree will materially impact our liquidity. Of the undiscounted total amount of approximately $75.6 million in accrued environmental reserves at September 28, 2002, including costs projected to comply with the consent decree, approximately $47.2 million was classified in accrued expenses and other current liabilities and approximately $28.4 million was classified in deferred credits and other liabilities.

Contractual Obligations and Other Commercial Commitments

The following table sets forth our contractual obligations and other commercial commitments as of October 31, 2002, not including related interest expense, if any, for the periods presented.

	Payments Due By Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt (1)	$	894,550,000	$	16,000,000		—	$	1,250,000	$	877,300,000
Operating leases		4,072,516		1,057,156		2,123,035		892,325		—
Unconditional purchase obligations (2)		48,249,888		48,249,888		—		—		—
Other long-term obligations (3)		50,847,000		31,364,000		19,483,000		—		—

Total contractual cash obligations	$	997,719,404	$	96,671,044	$	21,606,035	$	2,142,325	$	877,300,000


	Amount of Commitment Expiration Per Period
Other Commercial Commitments	Total Amounts Committed		Less than 1 year		1-3 years		4-5 years		After 5 years
Guarantees (4)	$	3,500,000	$	3,500,000		—		—		—

(1)	Long-term debt as stated above includes the additional debt issued in the form of the old notes to finance in part our acquisition of substantially all of the assets of Birmingham Steel Corporation.

(2)	Purchase obligations on operating machinery and equipment.

(3)	Our share of estimated costs to construct and start-up the joint venture HIsmelt mill in Western Australia.

(4)	Financial guarantees on environmental remediation.

The year 2001 was one of the most difficult business environments that the steel industry has experienced in decades. Our earnings in 2002 will be adversely impacted by the general state of the economy, specifically as it affects the construction industry, partially offset by the effect of the March 2002 tariffs.

Much of the information in this section contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should read “Special Note of Caution Regarding Forward-Looking Statements” in the front of this prospectus for a more complete description of what constitutes a forward-looking statement, the protections and qualifications relating to those statements, and a discussion of the risks and uncertainties that could cause actual results to vary materially. Those risks and uncertainties are explained in more detail in “Risk Factors”.

Outlook

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end, and the reported amount of revenues and expenses during the year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, the carrying value of property, plant and equipment and environmental obligations. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowances for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Asset Impairments

We evaluate the impairment of our property, plant and equipment on an individual asset basis or by logical groupings of assets. Asset impairments are recognized whenever changes in circumstances indicate that the carrying amount of those productive assets exceeds their aggregate projected undiscounted cash flows.

Environmental Remediation

We are subject to environmental laws and regulations established by federal, state and local authorities, and make provision for the estimated costs related to compliance. Undiscounted remediation liabilities are accrued based on estimates of known environmental exposures. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as we believe are necessary. The accruals are not reduced by possible recoveries from insurance carriers or other third parties, and do not reflect anticipated allocations among potentially responsible parties at federal Superfund sites or similar state-managed sites after an assessment is made of the likelihood that such parties will fulfill their obligations at such sites. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations, and current technology.

Recently Issued Accounting Standards

In June 2002, FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses issues relating to the recognition, measurement and reporting of costs associated with exit and disposal activities, including restructuring activities, and nullifies the guidance in Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We believe that the adoption of SFAS No. 146 does not currently have a material impact on our results of operations, financial condition and cash flows.

INDUSTRY

The United States steel industry is cyclical and is affected by a number of factors, including general economic conditions, market demand for steel products, availability and costs of electricity, natural gas, raw materials and equipment and parts, and United States and foreign trade policies affecting steel imports or exports. In 2001, United States steel makers produced 99.3 million tons of steel and operated at an average production capacity of 79.2%, based on data compiled by the American Iron and Steel Institute, or AISI. This is compared to production of 112.2 million tons at 86.1% average production capacity in 2000 and 107.4 million tons at 83.8% average production capacity in 1999, as reported by AISI. Average revenue per ton declined from $345 for 2000 to $315 for 2001, based on AISI data.

Steel is sold principally to the automotive, construction, steel product fabrication, container/packaging, oil and gas, electrical, machinery and appliance industries. In some of these industries, such as the automotive and construction industries, steel competes with other substitute materials such as plastic, glass, composite and ceramic materials.

We estimate that foreign steel accounted for approximately 23.3%, 25.8% and 25.2% of the United States market in 2001, 2000 and 1999, respectively, based on AISI data. These levels of foreign imports reflect the glut of global steel production capacity compared to global steel consumption during this period. We estimate that global annual production capacity for steel was approximately one billion tons in 2001, based on data compiled by the Boston Consulting Group, while only approximately 847 million tons of steel were purchased worldwide in 2001, based on a report by the International Iron and Steel Institute. Increasing steel imports sold at prices lower than domestic prices have adversely affected the United States steel industry. As the largest and most open steel market in the world, the United States has become a primary target for the sale of excess steel production, which we believe is often at illegal dumping prices.

On March 5, 2002, President Bush imposed a series of tariffs relating to imported steel that apply over a three-year period and are intended to give the domestic steel industry an opportunity to strengthen its competitive position through restructuring and consolidation. Tariffs have been increased on imports of certain flat steel, hot-rolled bar, cold-finished bar, rebar, certain welded tubular products, carbon and alloy fittings, stainless steel bar, stainless steel rod, tin mill products and stainless steel wire. A tariff rate quota was applied to steel slabs. The tariffs gradually decline in years two and three and expire at the end of the third year. The tariffs range from 30% ad valorem to 8% ad valorem in the first year; 24% to 7% in the second year; and 18% to 6% in the third year. There are products and countries not covered by these tariffs, in addition to numerous foreign steel manufacturers that have received exemptions from these tariffs. According to published reports, the exemptions are now estimated to cover approximately 5.4 million of the original 13.1 million tons of imported steel products that were covered by the tariffs. The majority of the most recent exemptions were granted to products made by European Union and Japanese producers. To date, the United States Department of Commerce has granted 727 exemptions which, according to the AISI, is the reason the tariffs have not yet effectively reduced steel imports. According to the AISI, there are some early indications that the President’s program is beginning to work, including improved operating performance, new stock offerings, increased consolidation activity and partial price restoration for some flat-rolled steel products; however, some analysts attribute these developments to other factors such as diminished domestic supply, higher domestic demand, the lower value of the United States dollar and recent successful antidumping cases. For the first nine months of 2002, steel imports were 23.9 million tons versus 22.1 million tons in the first nine months of 2001, according to the AISI. The Bush administration has announced its intention to review the impact of these tariffs and determine whether they should be ended prior to their scheduled expiration.

Earlier this year, the U.S. Commerce Department concluded that 20 countries were dumping cold-rolled steel in the U.S. market, and referred the matter to the International Trade Commission to determine if this dumping injured American steel producers. Recently, the International Trade Commission determined that the domestic steel industry has not been significantly injured by the alleged dumping of cold-rolled steel from

producers in Japan, India, Australia, Sweden and Thailand, and has declined to impose duties that could have significantly increased the price of imported cold-rolled steel. The International Trade Commission in November ruled against United States steel producers when it determined that imports from numerous other countries had not materially injured the domestic steel industry. Although more of these dumping cases may undergo government review, since the implementation of the tariffs in March 2002, the International Trade Commission generally has ruled against the U.S. steel industry.

As a result of the general economic slowdown and the effects of increasing steel imports, as well as other factors, a number of significant United States steel makers entered bankruptcy in 2001 and 2002. These companies include Trico Steel Company, LLC, Republic Steel Corporation, Bethlehem Steel Corporation, National Steel Corporation, Geneva Steel Company and Birmingham Steel Corporation. The operations of some of these companies have ceased, which may reduce United States supply, on at least a temporary basis. Because the shutdown of some of these facilities may only be temporary, however, it is not possible to predict whether the bankruptcies will have a long-term effect on the reduction of United States steel manufacturing capacity.

Reflecting reduction in supply as a result of these bankruptcies and the impact of the tariffs announced in March 2002, prices for some United States steel products have increased recently. Our composite sales price per ton has increased from $316 per ton in the first quarter of 2002 to $355 per ton in the third quarter of 2002. The strength of the United States steel industry will depend principally on the timing and duration of an economic recovery and the implementation of a longer term solution to prevent illegal dumping in the United States market by foreign steel producers.

The United States steel industry is composed of two major sectors: integrated steel and mini-mills. Integrated steel facilities use blast furnaces to make molten steel from iron ore and coke, which is a refined carbon product produced by firing coal in large coke ovens at the facility.

Non-integrated mills (often referred to as mini-mills), like the ones we own, melt scrap steel using electric arc furnaces, a less capital-intensive process which makes them more efficient than integrated steel mills. Because mini-mills are smaller than integrated steel mills, mini-mill steel manufacturers like us can build and operate their mills in multiple locations to be nearer to their customers. Mini-mills have accounted for an increasing amount of United States steel production. In 1998, mini-mill steel production totaled 45.1% of United States steel production, compared to 47.4% in 2001, according to the Steel Industry Monitor. We believe that this trend will continue.

BUSINESS

The following is a summary description of our business. You should read the information provided in our periodic reports that are filed with the SEC and incorporated by reference in this prospectus for more information about us and our operations. See “Where You Can Find More Information”.

Overview

We are the largest steel producer in the United States. Additionally, we are the nation’s largest recycler, using steel scrap as our primary material in producing our steel products. We had sales of over $4.1 billion and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel in the following forms:

steel bars, beams, sheet and plates,

steel joists and joist girders,

steel deck,

cold-finished (or rolled) steel,

steel fasteners,

metal building systems, and

light gauge steel framing.

Our products are primarily carbon steel, which is steel containing iron, carbon and other alloys. A variety of alloys are used to achieve distinct properties to meet specific applications.

We have operations in 14 states and as of December 15, 2002 had approximately 10,000 employees. None of our employees are represented by labor unions.

Our backlog of orders was approximately 2.8 million tons at September 28, 2002 and approximately 2.1 million tons at September 29, 2001. We expect current backlog to be filled within one year.

On December 9, 2002, we acquired substantially all of the assets of Birmingham Steel Corporation. A significant portion of the information in this section regarding our business takes into account that acquisition.

Business Strengths

Largest Steel Producer in United States

We are the largest steel producer in the United States. In 2001, our mills produced approximately 12.3 million tons of steel, representing approximately 12% of U.S. steel produced. Our 2001 production represented a 9% increase from the 11.3 million tons we produced in 2000. Our annual production capacity has grown from 120,000 tons in 1970 to almost 14 million tons in 2001 and over 18 million tons as of December 15, 2002, including our recent acquisitions. For the first nine months of 2002, our mills produced 10 million tons, or approximately 14.5% of steel production in the United States in that period. Our first nine months 2002 production represented a 7.7% increase from the 9.3 million tons we produced in the first nine months of 2001.

Low-Cost Producer

We believe that our manufacturing costs are among the lowest in the steel industry. The most significant component of our operating costs is scrap steel. Our mills melt scrap steel using electric arc furnaces and then process the steel through continuous casting systems. These operations are highly automated, and we believe that we require fewer employees per ton of production capacity than many of the facilities of our competitors. In addition, due to the efficiency of our mills, we limited our energy costs in 2001 to 10% of sales.

Modern, Efficient Mills

We believe that our steel mills are among the most modern and efficient in the world, utilizing current and efficient technology. We were among the early companies to build and operate mini-mills, starting in 1969. Our older facilities have been updated in many cases in an effort to maximize the efficiencies afforded by the latest technological advances. We believe our mini-mills are more labor, capital and energy efficient than integrated steel mills, which produce steel with blast furnaces from iron ore, a more basic raw material. Additionally, we believe that the variety and scale of our operations generally enable company-wide synergies and efficiencies not achievable by our smaller mini-mill competitors. In 2001, our capital expenditures to maintain, improve and expand our facilities were approximately $120 million, or 3% of our sales, and $166 million, or 4% of our sales, in 2000.

Commitment to Innovation

We pride ourselves on being at the technical forefront of the steel industry. We believe we were the first steel company to commercialize thin-slab casting and among the first in the United States to adopt “near net shape beam blank casting” (structural steel). We emphasize the development of new disruptive and leapfrog technologies that can give us a competitive advantage. Some of those technologies include:

Castrip. Strip-casting produces ultra-thin gauge hot-rolled steel with the ability to serve many cold-rolled applications. A Castrip mill produces a thinner sheet of steel in the casting process and is less capital intensive than existing sheet mills. The expected working space requirements for the Castrip process are less than the requirements for sheet steel produced using a thin-slab or a conventional-slab caster. The first Castrip facility is operational and is being tested for economic viability at our Crawfordsville, Indiana steel mill. We are now producing prime, saleable coils at the new Crawfordsville facility that uses the Castrip technology. Our team in Crawfordsville has also successfully broadened the product capability of the Castrip technology to include both electrical and stainless steels. While we are still in the testing stage and there can be no assurance as to its ultimate success, we continue to make significant progress towards achieving full commercialization of the Castrip process. In addition to our Castrip facility, we have entered into a joint venture with Broken Hill Proprietary Corporation and

Ishikawajima-Harima Heavy Industries to sell the Castrip technology to other steel manufacturers. We hold the exclusive rights to use this technology in the United States and Brazil.

HIsmelt. HIsmelt is a technology in development to convert iron ore to liquid metal thus eliminating the need for a blast furnace, sinter/pellet plants and coke ovens. This technology also may provide an economic alternative for blast furnaces and coke ovens that are no longer operational. We entered into a joint venture in 2002 with the Rio Tinto Group, the leading iron ore supplier in Australia, Mitsubishi Corp. and Chinese steel maker Shougang Corp. to develop the HIsmelt technology and for the construction of a commercial scale HIsmelt mill at Rio Tinto’s existing HIsmelt pilot site in Kwinana, Western Australia. We have the right to use this technology in any of our facilities.

Experienced Management Team

The members of our senior management team have an average of approximately 15 years in management positions with our company.

Commitment to our Employees

We have a simple, streamlined organizational structure to allow our employees to make quick decisions and to be innovative. Our organization is highly decentralized, with most day-to-day operating decisions made by one of our division general managers and their staff. The organizational structure at a typical division is made up of only three management layers over our hourly employees: supervisors/professionals, department managers, and a general manager. All of our employees participate in one of our four incentive compensation plans, which award compensation for meeting and exceeding selected operational goals. Because of their productivity, we believe that employees working at our mills are, on average, among the highest paid in the steel industry. None of our employees are represented by labor unions, and we believe our annual employee turnover is low relative to our industry. Additionally, we believe that we take an egalitarian approach to providing benefits to our employees-that is, upper levels of management generally do not enjoy better insurance programs, vacation schedules, holidays, or other traditional perquisites such as company cars, corporate jets, executive dining rooms or executive parking places. Due to our structure and employee practices, we have been able to attract and retain highly talented, motivated, productive employees, committed to making our company a leader in the steel industry.

Commitment to our Customers through Product Quality and Service

We are committed to providing our customers with uncompromising quality products. We strive to maintain the most modern equipment at our facilities and to adopt new and innovative production technologies, all with the objective of producing products of the highest quality as efficiently as possible. All of our operating facilities have earned quality system certifications. Most are ISO 9000 certified, a few are also QS 9000 certified and many have other special certifications unique to the industry. Most of these certifications are the result of implementing quality systems that are compliant with recognized international standards and passing an audit by an independent registrar. In addition to product quality, we have a strong commitment to serving our customers’ needs. We subscribe to the principle that our real business is a commitment to each and every customer on each and every order.

Growth Strategies

Optimize Existing Facilities

We are committed to continually improving our production efficiencies and lowering our operating costs per ton of steel produced. We also regularly improve the quality of our products, allowing improved pricing. We budgeted approximately $125 million in 2002 on capital improvements to our existing machinery

and equipment, including the adoption of new or enhanced production technologies. We spent approximately $99 million in 2001 and $108 million in 2000 on these capital improvements. We plan to continue seeking opportunities to optimize the capabilities of our production machinery and equipment. For example, we plan to spend an additional $200 million on capital improvements to several of our bar mills over the next three years. These projects include a modernization of the rolling mill at our Nebraska mill, a new melt shop at our Texas mill, and a new reheat furnace and finishing end at our South Carolina mill.

Continue Greenfield Growth

Historically, we have grown our operations primarily by building new facilities, or “greenfield expansion”, and through expansion at our existing facilities.

In the second half of 2001, we began operations at the Vulcraft facility in Chemung, New York (Vulcraft of New York, Inc.). This facility produces steel joists, joist girders and steel deck. In late 2000, we completed construction of a steel plate mill in Hertford County, North Carolina, which has annual production capacity of 1.2 million tons. During 1999, we completed construction and started operation of a steel beam mill in Berkeley County, South Carolina, which has annual production capacity of 600,000 tons per year.

Additionally, we seek opportunities to increase our production capabilities by expanding at our existing operating locations. During 2001, we finished building and began operating a cold-rolling facility at our sheet mill in Berkeley County, South Carolina. This is our second cold-rolling facility at this mill, increasing its annual capacity of cold-rolled steel to 1.5 million tons from 750,000 tons. During 2000, we finished building and began operating a second caster at our sheet mill in Berkeley County, South Carolina. This additional caster increased our annual capacity of hot-rolled steel at this mill to 2.4 million tons from 1.5 million tons.

Continue Acquisitions

The recent economic downturn has significantly affected the steel industry, and a number of our competitors’ operations are for sale, many being offered for sale in bankruptcy proceedings. We believe that the number of facilities for sale, coupled with the limited number of potential buyers, is producing attractive pricing for existing facilities. We have been and plan to continue identifying economically attractive opportunities to purchase operating assets to increase our production capacity. We seek to make purchases when, in addition to boosting our annual production capacity, we can improve the acquired facilities by implementing our management philosophy and commitment to employees, undertaking capital improvement projects, and bringing our technologies and production knowledge to those operations.

Strategic Acquisitions

As part of our overall strategy to emerge from economic down-cycles stronger than we entered them, we have pursued and continue to pursue acquisitions that are both strategically important and attractively valued. We take a cautious and disciplined approach to acquisitions and are interested in acquiring assets only if they will help us build profitable market share and are priced attractively. A primary goal of our business development team and corporate-level transition/integration team leaders is to integrate our acquired assets as smoothly as possible.

Birmingham Steel Corporation

On December 9, we completed our acquisition of substantially all of Birmingham Steel Corporation’s assets for approximately $615 million in cash. We used some of the net proceeds from the offering of the old notes, along with working capital, to complete that acquisition. As required by the acquisition agreement,

Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a prearranged plan. We, Birmingham Steel, and Birmingham Steel’s secured creditors agreed on the pre-arranged plan. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws. Assets included in the purchase are Birmingham Steel’s four operating mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi. These mills have an estimated combined annual capacity of approximately two million tons. We intend to continue to operate these facilities in much the same manner as they were operated prior to the acquisition. These plants are similar to the ones we have operated and approach our other plants in terms of operating efficiency. In addition, employees at these facilities are not represented by unions. We believe that these plants’ compatibility, as well as the similar management philosophies, will help to facilitate the integration process for the acquisition.

In connection with the acquisition, we also acquired the corporate office of Birmingham Steel located in Birmingham, Alabama; its mill in Memphis, Tennessee, which is currently not operating; the assets of Port Everglades Steel Corporation; the assets of the Klean Steel Division; Birmingham Steel’s ownership of Richmond Steel Recycling Limited; and approximately $120 million accounts receivable and inventory related to the acquired assets.

Wholly owned subsidiaries of ours have assumed obligations of Birmingham Steel under acquired contracts, which include certain supply and service contracts, utilities agreements, property and equipment leases and other ordinary course operating contracts, and under certain environmental permits.

Trico Steel Company, LLC

In January 2002, the United States Bankruptcy Court in Delaware approved the purchase by one of our wholly owned subsidiaries of substantially all of the assets of Trico Steel Company, LLC. We completed the purchase on July 22, 2002 for a purchase price of $117.7 million. In connection with the acquisition we assumed $86 million in principal amount of industrial revenue bonds. Located in Decatur, Alabama, the Trico sheet steel facility originally began operations in 1997. We anticipate that following completion of scheduled capital improvements, its annual capacity will be approximately 1.9 million tons, which will increase our total capacity for sheet production by approximately 30%. Our management team is in place and has begun training employees at this facility. Equipment modifications to increase the capacity of this facility and the quality of its product were started immediately after receiving the required regulatory permits. We believe that these assets will support our strategy to build market share in the flat-rolled steel market and broaden our sheet product portfolio to include higher quality grades.

In the third quarter of 2002, we incurred costs associated with the accelerated start-up of Nucor Steel Decatur, LLC, which successfully produced its first heat and cast its first slabs the week of September 16—less than 60 days after the acquisition. The facility is now regularly producing and shipping hot-rolled steel coils and pickled and oiled product for outside customers.

Auburn Steel Company, Inc.

In March 2001, we acquired substantially all of the assets of Auburn Steel Company, Inc.’s merchant steel bar facility in Auburn, New York for a purchase price of approximately $115 million. The facility began operations in 1974 and has an annual capacity of 430,000 tons of merchant bar quality steel shapes. As one of our lowest capital cost bar mills, the acquisition of the Auburn facility has been accretive to our earnings. The facility achieved record production and shipments in 2001, which we believe was partially due to the implementation of our incentive pay system at this facility.

Our Operating Facilities

Our Bar Mills, Sheet Mills, Structural Mills and Plate Mill

We operate 16 scrap-based steel mills. These mills melt scrap metal to produce steel, as compared to integrated steel mills, which make steel by processing iron ore and other raw materials in blast furnaces.

Bar Mills. We operate nine bar mills, which are located in Darlington, South Carolina; Norfolk, Nebraska; Jewett, Texas; Plymouth, Utah; Auburn, New York; Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi. We produce carbon and alloy steel bars, angles and light structural shapes at these bar mills. These products have wide usage, including in the manufacturing of automotive and farm equipment, metal buildings, furniture and recreational equipment. Total production capacity of our nine bar mills is approximately 5.8 million tons per year.

We constructed four of these mills between 1969 and 1981. The mill in Auburn, New York, was acquired in March 2001 and the mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi were acquired on December 9, 2002. Over the years, we have completed extensive capital projects to keep our facilities modernized. As announced in February 2002, we plan to spend an additional $200 million on capital improvements to these mills over the next three years. These projects include a modernization of the rolling mill at our Nebraska mill, a new melt shop at our Texas mill, and a new reheat furnace and finishing end at our South Carolina mill. Our average construction cost for building these four mills was approximately $186 per ton of their annual steel-making capacity in 2001.

In 2001, we acquired substantially all of the assets of Auburn Steel Company, Inc.’s bar mill in Auburn, New York. Our capital cost at this mill is approximately $186 per ton of steel-making capacity in 2001. This mill is an important addition to our group of bar mills, as it gives us a presence in the market for merchant bars in the Northeast and fits well strategically with our new Vulcraft facility in New York, which we describe below.

Our capital cost for the four bar mills we acquired from Birmingham Steel is approximately $237 per ton of steel-making capacity. These mills broaden our presence geographically and complement our bar product growth strategy.

Sheet Mills. We operate four sheet mills, which are located in Crawfordsville, Indiana; Hickman, Arkansas; Berkeley County, South Carolina; and Decatur, Alabama. We produce flat-rolled steel at these mills, which is used in the manufacture of appliances, pipes and tubes and in the construction industry. Total annual capacity of our sheet mills is in excess of eight million tons per year.

We constructed each of these sheet mills between 1989 and 1996 other than the Decatur, Alabama facility, which we acquired from Trico Steel in the third quarter of 2002. These sheet mills utilize thin-slab casters to produce hot-rolled sheet, a portion of which we further process through cold rolling and galvanizing. Our average construction cost for these mills is approximately $301 per ton of their annual steel-making capacity in 2001.

In July 2002, one of our subsidiaries purchased substantially all of the assets of Trico Steel. Located in Decatur, Alabama, the Trico sheet steel facility originally began operations in 1997. We anticipate that following completion of scheduled capital improvements, its annual capacity will be approximately 1.9 million tons, which will increase our total capacity for sheet production by approximately 30%. We estimate making capital expenditures of approximately $70 million for improvements in 2002. The Decatur facility is now regularly producing and shipping hot-rolled steel coils and pickled and oiled product for outside customers.

During 2001, we finished building and began operating a cold-rolling facility at our sheet mill in Berkeley County, South Carolina. This is our second cold-rolling facility at this mill, increasing its annual capacity of cold-rolled steel to 1.5 million tons from 750,000 tons.

During 2000, we finished building and began operating a second caster at our sheet mill in Berkeley County, South Carolina. This additional caster increased our annual capacity of hot-band steel at this mill to 2.4 million tons from 1.5 million tons.

Structural Mills. We operate two steel structural mills which are located in Blytheville, Arkansas and Berkeley County, South Carolina. We produce wide-flange steel beams, pilings and heavy structural steel products at these mills for sale to steel fabricators and distributors to be used in buildings, bridges and other construction applications. Both of these mills use a special casting method that produces a beam blank closer in shape to that of a finished beam than traditional methods. Combined annual capacity of these two mills is approximately 3.2 million tons.

In 1999, we finished building and began operating our structural beam mill in Berkeley County, South Carolina. In 1988, we and Yamato Kogyo, one of Japan’s major producers of wide-flange beams, completed construction of a structural beam mill in Blytheville, Arkansas. We own a 51% interest in Nucor-Yamato Steel Company, which owns and operates this mill. Our average construction cost for these two mills is approximately $270 per ton of annual steel-making capacity in 2001, which we believe is lower than the average construction cost of production capacity at integrated steel mills producing these same products.

Plate Mill. We operate one steel plate mill in Hertford County, North Carolina. It produces steel plate used in our customers’ production of rail cars, ships, barges and refinery tanks. We finished building and began operating this mill in October 2000. This mill’s new, efficient production technology and our strong customer service focus has enabled us to successfully enter the market for steel plate. We will seek an increasing share of this market over the next several years. This mill has annual production capacity of 1.2 million tons and we produced approximately 522,000 tons in 2001.

Operation of Our Steel Manufacturing Mills

All of our steel manufacturing mills process scrap steel to produce our steel products, rather than melting iron ore with blast furnaces, as do integrated mills. We melt steel scrap in electric arc furnaces and pour it into continuous casting systems, producing billets and slabs. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet, beams, plate and other products.

We produced a record 12.3 million tons of steel in 2001, a 9% increase from 11.3 million tons in 2000. Our annual production capacity has grown from 120,000 tons in 1970 to over 18 million tons in 2002, taking into account our recent acquisitions.

Scrap and scrap substitutes are the most significant element in our total cost of producing steel. The average cost of our steel scrap decreased to $101 per ton used in 2001 from $120 per ton used in 2000. Despite increased mini-mill production in recent years, the rise in availability and use of scrap substitutes helps to keep scrap costs from increasing significantly.

Steel mills consume large amounts of electricity and gas. However, because of the efficiency of our steel mills, we have limited our average energy costs to approximately 10% of our sales in at least the last three fiscal years. We believe that this is lower than the energy costs of integrated steel companies producing comparable products.

Markets for Our Manufactured Steel

We sold approximately 90% of our 2001 hot- and cold-rolled steel production to non-affiliated U.S. customers, and used the balance as the raw material for our fabrication operations. Steel sales to our customers in 2001 were a record 11.0 million tons, 13% higher than the 9.8 million tons in 2000.

We sell steel products produced by our bar mills and sheet mills primarily to manufacturers and steel service centers and the steel products of our structural and plate mills primarily to fabricators, manufacturers and steel service centers.

We use a simple, highly competitive pricing system that is less complicated than the traditional pricing structure used by many companies in the steel industry. For the bar and structural mills, we charge all customers in a region the same published price. For the more highly engineered steel produced by our sheet and plate mills, however, prices we charge vary due to the additional costs of accommodating customized and specialized products ordered by our customers.

Our Vulcraft Group

Our Vulcraft group is the nation’s largest producer of steel joists, joist girders and steel deck used in non-residential building construction. Steel joists, joist girders and steel decking are used extensively as part of the roof and floor support systems in buildings, including retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, multi-story buildings and apartments. Building support systems using joists, joist girders and steel deck are frequently more economical than other systems. We sell these products to general contractors and steel fabricators across the United States. Steel fabricators design complex, highly-specialized load-bearing products and structures for use in the construction industry. Substantially all production is to order and minimal unsold inventories of finished products are maintained. All sales contracts are firm fixed-price contracts and are usually bid against other suppliers.

Sales of steel joists, joist girders and steel deck are significantly dependent on the non-residential building construction market. The decreased level of construction over the past two years has unfavorably impacted the number of non-residential buildings supplied by the Vulcraft group. Continued weakness in non-residential building construction would negatively affect the sales of steel joists, joist girders and steel deck and the earnings of Vulcraft.

Steel Joists and Joist Girders. Our facilities located in Florence, South Carolina; Norfolk, Nebraska; Fort Payne, Alabama; Grapeland, Texas; St. Joe, Indiana; Brigham City, Utah; and Chemung, New York produce steel joists and joist girders. We sell these products through a bidding process. In 2001, our Vulcraft group submitted bids on an estimated 80% to 90% of the domestic buildings being constructed using steel joists and joist girders as part of their support systems and supplied an estimated 40% of total domestic sales of steel joists and joist girders. In 2001, our Vulcraft facilities produced 532,000 tons of steel joists and joist girders, a decrease of 13% from the 613,000 tons we produced in 2000 and a decrease of 14% from the 616,000 tons we produced in 1999. These facilities currently have an annual production capacity of 685,000 tons. In 2001, our Vulcraft group obtained approximately 92% of its steel requirements for joists and joist girders from our bar mills.

Steel Deck. Our Vulcraft facilities in Florence, South Carolina; Norfolk, Nebraska; Fort Payne, Alabama; Grapeland, Texas; St. Joe, Indiana; and Chemung, New York produce steel deck. Steel deck is used in what we believe is the majority of buildings being constructed with steel joists and joist girders, so that we are often able to bid on steel deck when bidding on steel joists and joist girders. In 2001, our Vulcraft group supplied an estimated 30% of total domestic sales of steel deck. In 2001, our Vulcraft facilities produced 344,000 tons of steel deck, a decrease of 3% from the 353,000 tons we produced in 2000 and a decrease of 8% from the 375,000 tons we produced in 1999. These facilities currently have an annual production capacity of

400,000 tons. In 2001, our Vulcraft group obtained approximately 89% of its steel requirements for steel deck production from our sheet mills.

In 2000, we began construction on a Vulcraft facility in Chemung, New York. We began operations at this facility in the second half of 2001. This facility produces steel joists, joist girders and steel deck. The majority of the raw materials for this facility are supplied by our steel manufacturing mills in Auburn, New York and Crawfordsville, Indiana. Through the Chemung Vulcraft facility we have expanded our geographic market of our Vulcraft group into the Northeast.

Our Cold Finish Group

Our cold finish group produces cold-drawn and turned, ground and polished steel bars, in round, hexagon, flat and square shapes. These products are purchased by customers in various industries, including automotive, farm machinery, hydraulic, appliance, electric motor and service centers. Examples of these products include anchor bolts in basketball hoops and farm machinery, hydraulic cylinders, and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric motors and lawn mowers.

This group has facilities in Norfolk, Nebraska; Darlington, South Carolina; and Brigham City, Utah. We believe all three facilities to be among the most modern in the world, and they use in-line electronic testing to ensure outstanding quality. Our cold finish group obtains most of its steel requirements from our bar mills. In 2001, sales of cold-finished steel products were 203,000 tons, a decrease of 19% from 250,000 tons in 2000 and a decrease of 16% from 243,000 tons in 1999. The total capacity of these three facilities is approximately 350,000 tons per year. Based on our review of the AISI Annual Statistical Report published in July 2002, we estimate the total annual cold-finished steel product market for the years 1997 through 2000 to be more than 1.8 million tons. Our cold finish group anticipates opportunities for increases in sales and earnings during the next several years since we currently have less than 15% of the market.

Our Fastener Division

Our fastener division is located in St. Joe, Indiana and produces standard steel hexhead cap screws, hex bolts, socket head cap screws and structural bolts. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction and military applications.

This operation is highly automated and we believe has fewer employees than comparable facilities of our competitors, enabling us to maintain highly competitive pricing in a domestic market currently dominated by foreign suppliers. The total capacity of this facility is approximately 75,000 tons, which we estimate to be approximately 20% of the total market for these products. This facility obtains much of its steel requirements from our bar mills.

Our Building Systems Group

Our building systems group manufactures metal buildings and steel framing systems for commercial, industrial, residential and municipal construction markets. It can customize complete metal buildings, ranging in size from approximately 500 square feet to more than one million square feet and can integrate other materials into these buildings such as glass, wood and masonry. This group sells its products through a builder distribution network that enables quick, customized solutions for building owners. Buildings that use our products include distribution centers, automobile dealerships, retail centers, schools, warehouses and manufacturing facilities.

Our building systems group operates at three facilities located in Waterloo, Indiana; Swansea, South Carolina; and Terrell, Texas. This group obtains a significant portion of its steel requirements from our bar

and sheet mills. Building systems sales in 2001 were approximately 65,000 tons, a decrease of 17% from the 78,500 tons we sold in 2000 and a decrease of 2% from 66,000 tons in 1999. This group currently has annual capacity of approximately 145,000 tons.

Nucon Steel Group

Our Nucon Steel group manufactures load-bearing light gauge steel framing systems for commercial, industrial and residential construction markets. We began this group with our acquisition of ITEC Steel, Inc., and its wholly owned subsidiary, Steel Truss and Frame Corp, in November 2001. These acquired facilities are located in Dallas, Georgia and Denton, Texas. Nucon Steel specializes in light gauge steel framing systems for the commercial and residential construction markets. As a leader in the emerging load-bearing light gauge steel framing industry, Nucon Steel provides us with an entry into this growing market. We plan to broaden Nucon Steel’s opportunities through geographic expansion and the introduction of new products.

Facilities

Our principal operating facilities are as follows:

Location	Approximate square footage of facilities	Principal Products
Blytheville-Hickman, Arkansas	3,520,000	Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska	2,390,000	Steel shapes, joists, deck
Brigham City-Plymouth, Utah	1,920,000	Steel shapes, joists
Darlington-Florence, South Carolina	1,660,000	Steel shapes, joists, deck
Grapeland-Jewett-Terell, Texas	1,510,000	Steel shapes, joists, deck
Crawfordsville, Indiana	1,790,000	Flat-rolled steel
Berkeley, South Carolina	1,900,000	Flat-rolled steel, steel shapes
Auburn-Chemung, New York	950,000	Steel shapes, joists, deck
Hertford County, North Carolina	1,000,000	Steel plate
Decatur-Birmingham-Fort Payne, Alabama	1,431,000	Flat-rolled steel, steel shapes, joists, deck
Seattle, Washington	736,000	Steel shapes
Kankakee, Illinois	400,000	Steel shapes
Jackson, Mississippi	323,000	Steel shapes

We have additional operating facilities in St. Joe and Waterloo, Indiana; Terrell, Texas; Dallas, Georgia; and Swansea, South Carolina, all of which are engaged in the manufacture of steel products. The average utilization rate of all of our operating facilities was approximately 88% of production capacity for the first nine months of 2002 (prior to the acquisition of substantially all the assets of Birmingham Steel Corporation in December 2002), and approximately 87% of production capacity for the year ended December 31, 2001. Our average utilization rate may fluctuate considerably based on general economic and industry conditions. In connection with the Birmingham acquisition, we acquired a steel mill in Memphis, Tennessee that we are not currently operating, as well as a distribution center in Fort Lauderdale, Florida.

Environmental Matters

In late 2000, we agreed to a comprehensive consent decree with the EPA and several states that relates to a broad array of alleged past environmental violations at eight of our steel manufacturing mills and six of our Vulcraft facilities. In the course of negotiating the consent decree, we and the EPA actively attempted to identify and resolve every item of potential non-compliance under applicable environmental laws. The consent decree was approved and entered as a court order in July 2001. We paid the agreed upon $9 million

civil penalty in July 2001 and have agreed to spend another $4 million in performing supplemental environmental projects under the consent decree. We believe that entering into the consent decree has resolved all significant past liability arising under applicable environmental laws for past events occurring at those facilities. Pursuant to the consent decree, we agreed to investigate and clean up certain areas suspected of contamination, to make substantial investments in operating and environmental equipment over an eight-year period, and to install continuous emissions monitoring systems at each of our mills. The consent decree also involves implementation of a schedule for investigating releases of contaminants and performing environmental cleanups at our mills, and of best management practices for water pollution and waste materials handling. In addition, under the consent decree we agreed to test various pilot technologies intended to reduce nitrogen oxide emissions from a variety of facility sources, including certain air pollution control technologies on our electric arc furnaces and reheat furnaces and at our Vulcraft facilities, and to implement them if successful. We are working with the EPA to test these pilot technologies and implement appropriate methods to reduce these emissions, and are deemed to be in compliance with applicable standards so long as we are proceeding with the testing of these experimental technologies pursuant to the consent decree. We believe that we will have an industry leadership position in developing pilot technologies to satisfy increasingly stringent pollution control standards. In addition, we have found that certain of our pollution control efforts have contributed to identifying and implementing changes in our operations that have enhanced our manufacturing efficiency.

In 2000, we appointed an environmental general manager charged with the task of making our company a leader in environmental issues in our industry. As part of this effort, we have installed an environmental management system at each of our steel mills, with a separate environmental manager at each mill reporting directly to the general manager of the facility and to the environmental general manager at our corporate offices.

OUR EMPLOYEES, OFFICERS AND DIRECTORS

Our Employees

Our success comes from our approximately 10,000 employees. We have a simple, streamlined organizational structure to allow our employees to innovate and make quick decisions. Our management structure is highly decentralized, with most day-to-day operating decisions made by the division general managers and their staff. The organizational structure at a typical division is made up of only three management layers in addition to our hourly employees:

general manager,

department manager, and

supervisor/professional

We believe it is important for all of our employees to work together as a team. For example, the general managers at our facilities hold dinners at least annually with every employee in groups of 25 to 100. These meetings are designed to give employees a chance to discuss issues related to scheduling, equipment, organization and production in a “New England town meeting” format.

Employee relations at our company are based on four clear-cut principles:

Management is obligated to manage our company in a way so that employees will have the opportunity to earn according to their productivity;

Employees should be able to feel confident that if they do their jobs properly, they will have a job tomorrow. Since we started in the steel industry in 1968, we have never laid off any of our employees due to a slow down in our business;

Employees have the right to be treated fairly and must believe that they will be; and

Employees must have an avenue of appeal when they believe they are being treated unfairly.

By implementing these four basic principles within a simple organizational structure, we have been able to attract and retain highly talented, productive and loyal employees. We believe that our annual employee turnover is low, relative to our industry. None of our employees are represented by labor unions, and there have been no recent efforts by unions to seek to represent our employees. We believe that we have an excellent relationship with our employees, and that this relationship is critical to our continuing success.

Performance-Based Compensation

We provide employees with a performance-related compensation system that rewards goal-oriented individuals. Because of their productivity, we believe that employees working at our mills are on average among the highest paid in the steel industry. All of our employees participate in one of four basic compensation plans, each featuring incentives related to meeting specific goals and targets. In addition, all of our employees up to, but not including vice presidents, participate in our profit-sharing plan.

Production Incentive Plan. Our hourly employees and supervisors are paid weekly bonuses based on the productivity of their work group. The rate is calculated based on the capabilities of the equipment employed, and no bonus is paid if the equipment is not operating. In general, the production incentive bonus can average from 80 to 150 percent of an employee’s base pay.

Department Manager Incentive Plan. Department managers earn annual incentive bonuses based primarily on their respective division’s return on assets. These bonuses can be as much as 109 percent of a department manager’s base pay.

Professional and Clerical Bonus Plan. This bonus is paid to employees that are not on the production or department manager plan and is based primarily on the division’s return on assets.

Senior Officers Incentive Plan. Our senior officers do not participate in our profit-sharing plan or in any pension plan. Their base salaries are set lower than what we believe executives receive in comparable companies. The remainder of their compensation is based on our profitability, payable to senior officers partly in cash and partly in stock.

In addition to these established bonus plans, we have periodically issued an extraordinary bonus to all employees, except officers, in years of particularly strong performance. For example, in 2000, we paid an $800 extraordinary bonus to each employee, other than our senior officers.

Egalitarian Benefits

We take a more egalitarian approach to providing benefits to our employees. That is, the upper levels of management generally do not enjoy better insurance programs, vacation schedules, or holidays. In fact, certain benefits such as our profit-sharing, scholarship program, employee stock purchase plan, extraordinary bonus, and service awards program are not available to our senior officers. Senior officers do not enjoy perquisites we believe are common at other companies of our size, such as company cars, corporate jets, executive dining rooms, or executive parking places.

Our Board of Directors and Executive Officers

The following table sets forth information for the persons who are members of our board of directors or are our executive officers. The term of office for each executive officer expires after the completion of their three-year term or on the earlier of the appointment and qualification of a successor or that officer’s death, resignation, retirement, removal or disqualification.

Name	Age	Position
Peter C. Browning	61	Non-executive Chairman
Clayton C. Daley, Jr.	50	Director
Daniel R. DiMicco	51	Vice-Chairman, President and Chief Executive Officer
Harvey B. Gantt	59	Director
Victoria F. Haynes	55	Director
James D. Hlavacek	58	Director
Raymond J. Milchovich	53	Director
Terry S. Lisenby	51	Chief Financial Officer, Treasurer and Executive Vice President
John J. Ferriola	50	Executive Vice President
Hamilton Lott, Jr.	53	Executive Vice President
D. Michael Parrish	50	Executive Vice President
Joseph A. Rutkowski	47	Executive Vice President

Peter C. Browning —Mr. Browning has been a director of our company since 1999, and his term expires at the 2005 annual meeting. Since March 2002, Mr. Browning has been the Dean of the McColl Graduate School of Business located in Charlotte, North Carolina. From 1998 to 2000, Mr. Browning was the President and Chief Executive Officer, and from 1995 to 1998, the President and Chief Operating Officer, of Sonoco Products Company. Mr. Browning is also a director of Wachovia Corporation, EnPro Industries, Inc., Lowe’s Companies, Inc., The Phoenix Companies, Inc., Sykes Enterprises, Inc. and Acuity Brands, Inc.

Clayton C. Daley, Jr . —Mr. Daley has been a director of our company since 2001 and his term expires at the 2003 annual meeting. Mr. Daley has been the Chief Financial Officer of The Procter & Gamble Company since 1998. He also served The Proctor & Gamble Company from 1994 to 1998 as Vice President and Treasurer.

Daniel R. DiMicco —Mr. DiMicco has been a director of our company since 2000 and was elected as Vice Chairman in June 2001. Mr. DiMicco’s term as director expires at the 2004 annual meeting. Mr. DiMicco has served as our President and Chief Executive Officer since September 2000. Mr. DiMicco previously served as our Executive Vice President from 1999 to 2000 and Vice President from 1992 to 1999.

Harvey B. Gantt —Mr. Gantt has been a director of our company since 1999 and his term expires at the 2003 annual meeting. Mr. Gantt has been a Principal Partner of Gantt Huberman Architects, an architectural firm, since 1971. In 1983, Mr. Gantt was elected Mayor of Charlotte, North Carolina, and he served for two terms.

Victoria F. Haynes —Ms. Haynes has been a director of our company since 1999 and her term expires at the 2005 annual meeting. Ms. Haynes has been the President and Chief Executive Officer of the Research Triangle Institute since 1999. From 1992 to 1999, Ms. Haynes was the Vice President and Chief Technical Officer of The BF Goodrich Company. Ms. Haynes is also a director of The Lubrizol Corporation.

James D. Hlavacek —Mr. Hlavacek has been a director of our company since 1996. Mr. Hlavacek is the founder and managing director of Market Driven Management and since 1976, is chairman and Chief Executive Officer of the parent company, The Corporate Development Institute, Inc., a global management development and consulting corporation. Mr. Hlavacek’s term as director expires at the 2004 annual meeting.

Raymond J. Milchovich —Mr. Milchovich joined our board of directors in September 2002 and his term expires at the 2004 annual meeting. Mr. Milchovich has been the Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. since late 2001. From 1980 to 2001, Mr. Milchovich held several positions at Kaiser Aluminum & Chemical Corporation. He served as Chairman, President and Chief Executive Officer of Kaiser Aluminum in 2001, President and Chief Executive Officer from 1999 to 2001, and President and Chief Operating Officer from 1997 to 1999.

Terry S. Lisenby —Mr. Lisenby has been Chief Financial Officer, Treasurer and Executive Vice President since January 2000. Mr. Lisenby previously served as our Vice President and Corporate Controller from 1991 to 1999. Mr. Lisenby began his career with us as Corporate Controller in 1985.

John J. Ferriola —Mr. Ferriola has been an Executive Vice President of our company since January 2002 and a Vice President from 1996 to 2001. He was General Manager of Nucor Steel, Crawfordsville, Indiana from 1998 to 2001; General Manager of Nucor Steel, Norfolk, Nebraska from 1995 to 1998; General Manager of Vulcraft, Grapeland, Texas in 1995; and Manager of Maintenance and Engineering at Nucor Steel, Jewett, Texas from 1992 to 1995.

Hamilton Lott, Jr .—Mr. Lott has been an Executive Vice President of our company since September 1999 and a Vice President from 1988 to 1999. He was General Manager of Vulcraft, Florence, South Carolina from 1993 to 1999; General Manager Vulcraft, Grapeland, Texas from 1987 to 1993; Sales Manager of Vulcraft, St. Joe, Indiana from January 1987 to May 1987 and Engineering Manager there from 1982 to 1986. Mr. Lott began his career with Nucor as Design Engineer at Vulcraft, Florence, South Carolina in 1975.

D. Michael Parrish —Mr. Parrish has been an Executive Vice President of our company since November 1998 and a Vice President from 1990 to 1998. He was General Manager of Nucor Steel, Hickman, Arkansas from 1995 to 1998; General Manager of Nucor Steel, Jewett, Texas from 1991 to 1995; General Manager of Vulcraft, Brigham City, Utah from 1989 to 1991; Production Manager of Vulcraft, Fort Payne, Alabama from

1986 to 1989; Engineering Manager of Vulcraft, Brigham City, Utah from 1981 to 1986; and Engineer at Vulcraft, Saint Joe, Indiana from 1975 to 1981.

Joseph A. Rutkowski —Mr. Rutkowski has been an Executive Vice President of our company since November 1998 and a Vice President from 1993 to 1998. He was General Manager of Nucor Steel, Hertford, North Carolina, from August 1998 to November 1998; General Manager of Nucor Steel, Darlington, South Carolina from 1992 to 1998; Manager of Melting and Casting of Nucor Steel, Plymouth, Utah from 1991 to 1992; and Manager of Nucor Cold Finish, Norfolk, Nebraska from 1989 to 1991.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables give information concerning the beneficial ownership of our common stock by all directors and senior officers (including all directors and officers as a group), as well as the identity of the owners of more than five percent of our outstanding common stock. The named senior officers include the chief executive officer and our other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 2001. “Beneficial ownership” is determined in accordance with the rules of the SEC.

	Common Stock Beneficially Owned as of October 31, 2002
	Sole Voting and Investment Power	Shared Voting and Investment Power	Shares Subject to Options	Number of Shares	Percent Owned
Beneficial Owner	Sole Voting and Investment Power	Shared Voting and Investment Power	Shares Subject to Options	Number of Shares	Percent Owned
State Farm Mutual Automobile Insurance Company (1)	7,103,634	—	—	7,103,634	9.09	%
Peter C. Browning	1,455	—	2,423	3,878	—
Clayton C. Daley, Jr.	500	—	757	1,257	—
Daniel R. DiMicco	26,116	—	31,803	57,919	0.07	%
Harvey B. Gantt	800	—	1,615	2,415	—
Victoria F. Haynes	767	—	1,615	2,382	—
James D. Hlavacek	1,100	200	1,615	2,915	—
Terry S. Lisenby	19,596	—	14,854	34,450	0.04	%
Hamilton Lott, Jr.	19,352	—	23,776	43,128	0.06	%
Raymond J. Milchovich	—	—	—	—	—
D. Michael Parrish	24,233	—	24,568	48,801	0.06	%
Joseph A. Rutkowski	21,598	170	21,803	43,571	0.06	%
All directors and senior officers as a group (31 persons)	431,379	20,945	411,481	863,805	1.10%

(1)	Based on a Schedule 13G/A filed with the SEC on February 7, 2002.

INDEBTEDNESS

The following table sets forth our consolidated indebtedness as of September 28, 2002 on (i) a historical basis, and (ii) on a pro forma as adjusted basis to reflect the initial sale of the old notes, as if that transaction had occurred on September 28, 2002.

	September 28, 2002
	Actual		Pro forma as adjusted
Long-term debt (including current maturities):
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033	$	292,300,000	$	292,300,000
Industrial revenue bonds, 5.75% to 8%, fixed, due from 2003 to 2023 (1)		77,250,000		77,250,000
Notes, 6%, due in 2009		175,000,000		175,000,000
Notes, 4.875%, due in 2012 (2)		—		350,000,000
Revolving credit facilities (3)		—		—

Total indebtedness	$	544,550,000	$	894,550,000

(1)

It is contemplated that, in early 2003, approximately $45 million aggregate principal amount of the fixed rate industrial revenue bonds will be redeemed and reissued in the form of new variable rate industrial revenue bonds in like principal amount. In addition, $16 million of the aggregate principal amount included in this table under “Long-term debt (including current maturities)” was called for redemption in late November 2002, and as a result will be reflected as current debt for the period ending December 31, 2002. See the section below entitled “Description of Material Indebtedness—Industrial Revenue Bonds”.

(2)	Does not include original issue discount on the old notes.

(3)

On October 4, 2002, we entered into a new revolving credit facility which replaced our old $248 million credit facilities and provides for up to $425 million in revolving loans. No borrowings were outstanding under our old credit facilities as of the date they were replaced, and no borrowings were outstanding under our new credit facility as of the date of this prospectus.

DESCRIPTION OF MATERIAL INDEBTEDNESS

New Revolving Credit Facility

On October 4, 2002, we entered into an unsecured revolving credit facility that provides for up to $425 million in revolving loans. Wachovia Securities, Inc. and Banc of America Securities LLC, initial purchasers of the old notes, served as co-lead arrangers and joint book managers for this new facility. Wachovia Bank, National Association, an affiliate of Wachovia Securities, Inc. acts as administrative agent for the credit facility. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. Borrowings under this credit facility bear interest at a base rate or LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. This credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capitalization of 50% and a limit on our ability to pledge our and our subsidiaries’ assets. The credit facility also contains customary events of default.

Our new credit facility replaced our old credit facilities, which included a group of banks and provided for an aggregate of up to $248 million of unsecured revolving loans that were scheduled to expire from 2003 through 2007. No borrowings were outstanding under our old credit facilities as of the date they were replaced, and no borrowings were outstanding under our new credit facility as of the date of this prospectus.

Industrial Revenue Bonds

We are the ultimate borrower of funds from various outstanding tax incentive financing and pollution control, industrial revenue, private activity or similar bonds, which we refer to generally as “industrial revenue bonds”. The industrial revenue bonds were issued to facilitate financing of the construction of or improvements to our steel mills. Because interest on industrial revenue bonds is generally exempt from federal income taxation, use of industrial revenue bonds has allowed us to borrow money at a lower rate than if we issued ordinary corporate debt. As of September 28, 2002, the outstanding amount of our indebtedness related to industrial revenue bonds was approximately $370 million. Indebtedness under our industrial revenue bonds is secured.

We currently have outstanding numerous industrial revenue bonds with variable interest rates and fixed interest rates ranging from 5.75% to 8.00%, and with maturities through 2033. The following table summarizes the maturity schedule of our outstanding industrial revenue bonds, including industrial revenue bonds that we assumed in connection with the acquisition of substantially all of the assets of Trico Steel, which we completed on July 22, 2002 for a purchase price of $117.7 million.

Year	Aggregate principal amount of variable rate industrial revenue bonds maturing		Aggregate principal amount of fixed rate industrial revenue bonds maturing		Total aggregate principal amount of industrial revenue bonds maturing
2003		—	$	16,000,000	$	16,000,000
2004		—		—		—
2005		—		—		—
2006		—		1,250,000		1,250,000
2007		—		—		—
2008		—		—		—
2009		—		5,400,000		5,400,00
2010		—		—		—
2011		—		—		—
2012		—		—		—
2013		—		—		—
2014	$	3,300,000		—		3,300,000
2015		—		—		—
2016		—		—		—
2017		—		3,000,000		3,000,000
2018		—		—		—
2019		—		—		—
2020		—		—		—
2021		—		34,400,000		34,400,000
2022		—		1,000,000		1,000,000
2023		—		16,200,000		16,200,000
2024		—		—		—
2025		—		—		—
2026		46,500,000		—		46,500,000
2027		61,000,000		—		61,000,000
2028		46,500,000		—		46,500,000
2029		25,000,000		—		25,000,000
2030		15,000,000		—		15,000,000
2031		25,000,000		—		25,000,000
2032		—		—		—
2033		70,000,000		—		70,000,000

Total	$	292,300,000	$	77,250,000	$	369,550,000

It is currently contemplated that, in early 2003, we will redeem some of the fixed rate bonds set forth above and reissue new variable rate industrial revenue bonds in like principal amounts. In connection with the redemption and reissuance, the maturities on some of those bonds may be extended by up to 12 years, and some of those bonds may be extinguished. The amount of those bonds on which maturities are expected to be extended or which are expected to be extinguished is contemplated to be approximately 10% and 4%, respectively, of the total aggregate principal amount of industrial revenue bonds reflected above. We expect that the near-term effect of the reissuance of variable rate bonds would be to reduce the amount of interest paid on the bonds.

6% Notes Due 2009

On January 12, 1999, we issued $175 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 6% per annum, payable semi-annually in January and July of each year. The notes mature on January 1, 2009. At December 31, 2001, the aggregate outstanding principal balance under the notes was $175 million. We may prepay the notes, in whole or in part, at a redemption price equal to the greater of (i) the principal amount of the notes being prepaid or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date in accordance with the agreement governing the notes, plus, in each case, accrued and unpaid interest to the date of prepayment. The agreement governing the notes subjects us to customary financial and other covenants and contains customary events of default.

On October 24, 2002, we entered into an interest rate swap agreement that effectively converts those notes from a fixed rate obligation to a variable rate obligation. The interest rate swap agreement has a notional amount of $175 million under which we pay a variable rate of interest and receive a fixed rate of interest over the term of the agreement without the exchange of the underlying notional amounts. The variable interest rate is the six month LIBOR rate in arrears plus 1.495%.

THIS EXCHANGE OFFER

Purpose and Effect of this Exchange Offer

The new notes to be issued in this exchange offer will be exchanged for the old notes that we issued on October 1, 2002. At that time, we issued $350 million of 4.875% notes due 2012. We issued the old notes in reliance upon an exemption from the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance upon the exemption provided by Rule 903 or 904 under Regulation S of the Securities Act.

In connection with the issuance of the old notes, we entered into an exchange and registration rights agreement with the initial purchasers pursuant to which we agreed:

to file with the SEC, on or prior to December 30, 2002, a registration statement under the Securities Act relating to the issuance of the new notes in an exchange offer and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your old notes for a like principal amount of registered notes that will be issued without a restrictive legend and, except as set forth below, generally may be reoffered and resold by you without registration under the Securities Act;

to use our reasonable best efforts to cause that registration statement to become effective under the Securities Act not later than March 30, 2003; and

to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

We have filed a copy of the exchange and registration rights agreement as an exhibit to the registration statement of which this prospectus is a part.

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the new notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by a holder under United States federal securities laws without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

the holder is acquiring the new notes in the ordinary course of business for investment purposes;

the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the new notes (within the meaning of the Securities Act);

the holder is not a broker-dealer who purchased the old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

the holder is not an “affiliate” of ours as defined in Rule 405 under the Securities Act.

If you wish to participate in this exchange offer, you must represent to us in the letter of transmittal or through the DTC’s Automated Tender Offer Program, or ATOP, that the conditions above have been met. However, we do not intend to request the SEC to consider, and the SEC has not considered, this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer. Therefore, if you transfer any new note delivered to you in this exchange offer without

delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes from such requirements, you may incur liability under the Securities Act. We do not assume this liability or indemnify you against this liability, but we do not believe this liability would exist if the above conditions are met.

If any holder is an affiliate of ours, or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, that holder:

will not be able to rely on the applicable interpretations of the staff of the SEC;

will not be able to tender the old notes in this exchange offer; and

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the new notes unless that sale or transfer is made pursuant to an exemption from those requirements.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution”.

Except as described above, this prospectus may not be used for an offer to resell, a resale or other transfer of new notes.

This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.

If you (i) will not, under applicable law, receive freely tradeable registered notes in the exchange offer, (ii) are not eligible to participate in the exchange offer, (iii) may not sell the registered notes to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales, or (iv) are a broker-dealer that holds old notes that are a part of an unsold allotment from the original sale of the old notes, you can elect, by indicating on the letter of transmittal and providing certain additional necessary information, to have your old notes registered in a “shelf” registration statement on an appropriate form pursuant to Rule 415 under the Securities Act. If we are obligated to file a shelf registration statement, we will be required to keep the shelf registration statement effective until the earliest of (a) two years from the effective time of that registration statement or (b) the date on which all the notes registered under the shelf registration statement are disposed in accordance with the shelf registration statement. Other than as set forth in this paragraph, you will not have the right to require us to register your old notes under the Securities Act. See “ —Procedures for Tendering” below.

We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom the shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each of those holders when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A holder selling notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to some of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement which are applicable to that holder (including certain indemnification obligations).

Under the registration rights agreement we will pay additional cash interest on the applicable notes, subject to some exceptions:

(1) if the exchange offer registration statement is not declared effective by the SEC on or prior to the 180th day after the date the notes were issued,

(2) if the exchange offer is not consummated on or before the 225th day after the date the notes are issued,

(3) if obligated to file the shelf registration statement, we fail to file the shelf registration statement with the SEC on or prior to the 30th day after the filing obligation arises,

(4) if obligated to file the shelf registration statement, the shelf registration statement is not declared effective on or prior to the 120th day after the obligation to file the shelf registration statement arises, or

(5) after the exchange offer registration statement or the shelf registration statement, as the case may be, is effective, that registration statement ceases to be effective or usable (subject to some exceptions);

(each of the events referred to in clauses (1) through (5) above is referred to as a “Registration Default”) from and including the date on which the Registration Default occurs to but excluding the date on which all Registration Defaults have been cured.

Additional interest will accrue at a rate of 0.25% per annum thereafter, which will increase to a rate of 0.50% per annum if the Registration Default is not cured within 90 days, until the applicable Registration Default has been cured. In the event that we cure the Registration Default, liquidated damages will no longer accrue and, therefore, the interest rate on the notes will revert to its original level. The additional interest will be in addition to any other interest payable from time to time with respect to the notes.

Terms of the Exchange

Upon the terms and subject to the conditions of this exchange offer, we will accept any and all old notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date (unless extended as described in this document). We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $350 million of 4.875% notes due 2012 for a like principal amount of old notes tendered and accepted in connection with this exchange offer. The new notes issued in connection with this exchange offer will be delivered on the earliest practicable date following the exchange date. Holders may tender some or all of their old notes in connection with this exchange offer but only in $1,000 increments of principal amount.

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act and are issued generally free from any transfer restrictions or any covenant regarding registration. The new notes will evidence the same debt as the old notes and will be issued under the same indenture and be entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $350 million in aggregate principal amount of the old 4.875% notes due 2012 is outstanding.

In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and any old notes sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under “Description of Notes-Exchange of Interests in Global Notes for Certificated Notes”, the new notes will be issued in the form of one or more global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. See “Description of the Notes-Exchange of Interests in Global Notes for Certificated Notes”.

Holders of old notes do not have any appraisal or dissenters’ rights in connection with this exchange offer. Old notes that are tendered but not accepted in connection with this exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued. However, some registration and other rights under the exchange and registration rights agreement will terminate, and holders of the old notes generally will not be entitled to any registration rights under the exchange and registration rights agreement, subject to limited exceptions.

We will be considered to have accepted validly tendered old notes if and when we have given written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the old notes, without expense, to the tendering holder as promptly as possible after the expiration date.

Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on the exchange of old notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See “—Fees and Expenses” below.

Expiration Date; Extensions; Amendments

The expiration date for this exchange offer is 5:00 p.m., New York City time, on , 2003, unless extended by us, in our sole discretion, in which case the term “expiration date” for the exchange offer shall mean the latest date and time to which the exchange offer is extended.

We reserve the right, in our sole discretion:

to delay accepting any old notes;

to extend this exchange offer;

to amend the terms of this exchange offer in any manner; and

to terminate this exchange offer.

If we amend this exchange offer in a manner that we consider material, we will disclose the amendment by means of a prospectus supplement, and we will extend this exchange offer for a period of five to ten business days.

If we determine to make a public announcement of any delay, extension, amendment or termination of this exchange offer, we will do so by making a timely press release or other public announcement.

Interest on the New Notes

Interest on the new notes will accrue at the rate of 4.875% per annum from the most recent date to which interest on the old notes has been paid or, if no interest has been paid, from the date of the issuance of the old notes. Interest will be payable semiannually in arrears on April 1 and October 1, commencing on April 1, 2003. Holders whose old notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the old notes.

Conditions to this Exchange Offer

Despite any other term of this exchange offer, we will not be required to exchange any old notes and may terminate this exchange offer as provided in this prospectus before the acceptance of the old notes, if:

any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to this exchange offer that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;

any change, or any development involving a prospective change, in our business or financial affairs or those of any of our subsidiaries has occurred that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;

any law, statute, rule or regulation is proposed, adopted or enacted, that in our reasonable judgment might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;

any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of this exchange offer as contemplated by this prospectus; or

the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions, subject to applicable law. We may waive these conditions in our sole discretion, in whole or in part, at any time and from time to time. If we waive a condition, we may be required in order to comply with applicable securities laws to extend the expiration date of the exchange offer. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of these rights, and these rights shall be considered ongoing rights that may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no registered notes will be issued in exchange for any of those old notes, if at the time the old notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act.

The exchange offer is not conditioned on any minimum principal amount of old notes being tendered for exchange.

If we determine in our reasonable discretion that any of the conditions are not satisfied with respect to tenders of old notes, we may:

refuse to accept any old notes and return all tendered old notes to the tendering holders;

extend this exchange offer and retain all old notes tendered before the expiration of this exchange offer, subject, however, to the rights of holders to withdraw those old notes (See “—Withdrawal of Tenders” below); or

waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

Procedures for Tendering

The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

Unless the tender is made in book-entry form, to tender old notes in this exchange offer, a holder must:

complete, sign and date the appropriate letter of transmittal, or a facsimile of it;

have the signatures guaranteed if required by the relevant letter of transmittal; and

mail or otherwise deliver the letter of transmittal or the facsimile, the old notes and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

The blue letter of transmittal must be used to tender old notes.

Any institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes through DTC’s ATOP. ATOP enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders offered through ATOP.

The tender by a holder of old notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for them.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender its old notes should contact the registered holder promptly and instruct the registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the owner must, prior to completing and executing the appropriate letter of transmittal and delivery of the owner’s old notes, either make appropriate arrangements to register ownership of the old notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable period of time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution as defined in Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended, unless the old notes are tendered:

by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

for the account of an “eligible guarantor institution”.

If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing and, unless the requirement is waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered old notes in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a time period determined by us.

Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, none of we, the exchange agent nor any other person has any duty to give this notice or will incur any liability for failure to give this notice. Tenders of old notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In addition, we reserve the right to:

purchase or make offers for, or offer registered notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer;

in our sole discretion as set forth above under the caption “— Conditions to this Exchange Offer”, terminate the exchange offer; and

to the extent permitted by applicable law, purchase notes in the open market, in privately negotiated transactions or otherwise.

The terms of any of these purchases or offers could differ from the terms of the exchange offer.

By tendering old notes, each holder represents to us, among other things, that:

the new notes acquired in the exchange offer are being obtained in the ordinary course of business for investment purposes of the person receiving the new notes, whether or not such person is the holder;

neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the new notes; and

neither the holder nor any other such person is our “affiliate” as defined in Rule 405 under the Securities Act.

If the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes, it will acknowledge that it acquired the old notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution”.

Guaranteed Delivery Procedures

A holder who wishes to tender its old notes and:

whose old notes are not immediately available;

who cannot deliver the holder’s old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

who cannot complete the procedures for book-entry transfer before the expiration date may effect a tender if:

the tender is made through an eligible guarantor institution;

before the expiration date, the exchange agent receives from the eligible guarantor institution:

(1)

a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

(2)

the name and address of the holder, and

(3)

the certificate number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the appropriate letter of transmittal and the certificates representing the old notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

specify the name of the person who deposited the old notes to be withdrawn;

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes;

be signed by the depositor in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing the tender; and

specify the name in which any old notes are to be registered, if different from that of the depositor.

We will determine all questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices. Any old notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no new notes will be issued in exchange for these old notes unless the old notes withdrawn are validly re-tendered. Any old notes that have been tendered but are not accepted for exchange or are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under the caption “—Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

The Bank of New York has been appointed as exchange agent in connection with this exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, at its offices at The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -7 East, New York, N. Y. 10286, Attention: Kin Lau. The exchange agent’s telephone number is (212) 815-3750 and facsimile number is (212) 298-1915.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of this exchange offer. We will pay some other expenses to be incurred in connection with this exchange offer, including the fees and expenses of the exchange agent as well as accounting and legal fees.

Holders who tender their old notes for exchange will not be obligated to pay transfer taxes. If, however:

new notes and/or substitute old notes not exchanged are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered;

tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

a transfer tax is imposed for any reason other than the exchange of old notes in connection with this exchange offer,

then the amount of any transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of these taxes or exemption from them is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of this exchange offer.

Consequences of Failing to Properly Tender Old Notes in the Exchange Offer

Issuance of the new notes in exchange for the old notes under this exchange offer will be made only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders desiring to tender old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities to tenders of old notes. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of this exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act, and, upon completion of this exchange offer, certain registration rights under the exchange and registration rights agreement will terminate.

In the event the exchange offer is completed, we generally will not be required to register the remaining old notes, subject to limited exceptions. Remaining old notes will continue to be subject to the following restrictions on transfer:

the remaining old notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither registration nor an exemption is required by law, and

the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not plan to register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with this exchange offer, any trading market for remaining old notes could be adversely affected.

DESCRIPTION OF NOTES

The new notes are to be issued under an indenture, dated as of January 12, 1999, between us and The Bank of New York, as trustee, as modified or supplemented by a supplemental indenture, dated as of October 1, 2002 between us and the trustee. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that:

the new notes will bear a different CUSIP number from the old notes;

the issuance of the new notes will be registered under the Securities Act and accordingly, the new notes will not bear legends restricting their transfer; and

holders of the new notes will not be entitled to certain rights of holders of old notes under the exchange and registration rights agreement, including the provisions of that agreement which provide for an increase in the interest rate of the old notes in some circumstances relating to the timing of this exchange offer, which rights will terminate when this exchange offer is consummated.

The new notes will evidence the same debt as the old notes. Upon issuance of the new notes, the indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended.

The following summary of certain provisions of the indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture, including the definitions therein of certain terms. A copy of the indenture is available upon request.

General

The new notes will represent a series of debt securities to be issued under the indenture and will be governed by all of the applicable terms and covenants contained in the indenture. The indenture does not limit the aggregate principal amount of debt securities (referred to as the “debt securities”) which may be issued thereunder.

After issuance of the new notes, we may reopen this series of notes and issue additional notes from the series of notes issued in connection with this exchange offer by board resolution without your consent and without notifying you. Any such additional notes will have the same ranking, interest rate, maturity date, redemption rights and other terms as the applicable series of notes issued pursuant to this prospectus. Any such additional notes, together with the applicable series of notes offered by this prospectus, will be consolidated with and constitute a single series of debt securities under the indenture.

The new notes will mature on October 1, 2012, unless redeemed prior to that date, as described below under “—Optional Redemption”. Interest on the new notes will accrue from the issue date at a rate equal to 4.875% per year and will be computed on the basis of a 360-day year of twelve 30-day months. We will pay interest on the new notes semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2003, to the registered holders of the new notes on the preceding March 15 and September 15, respectively.

Principal of and premium, if any, and interest on the new notes initially will be payable, subject with respect to global notes to compliance with DTC’s customary procedures, by wire transfer of immediately available funds to the accounts specified by the registered holder of the new notes or, if no account is specified, by mailing a check to each such holder’s registered address. The new notes will be exchangeable and transfers of the new notes will be registrable, subject to the limitations provided in the indenture, at the principal corporate trust office of the trustee in New York, New York.

If any interest payment date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday, or a day on which banking institutions are authorized by law to close, then the required payment of principal of and premium, if any, and interest may be made on the next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be.

After the completion of this exchange offer, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) will apply to the indenture. Please refer to the Trust Indenture Act for additional terms and definitions that will apply to the indenture at that time.

The new notes will not have the benefit of a sinking fund.

The covenants in the indenture may not protect you from a decline in our credit quality due to highly leveraged or other transactions in which we may engage.

We do not intend to apply for the listing or quotation of the new notes on any securities exchange or trading market.

Ranking

The new notes will be our senior unsecured obligations. Payment of the principal and interest on the new notes will rank equally with all of our other unsecured and unsubordinated debt outstanding from time to time. The new notes will be subordinated to any secured indebtedness of ours to the extent of any such security. After giving effect to the sale of the old notes, as of September 28, 2002, we would have had approximately $895 million of total consolidated indebtedness and a percentage of indebtedness to total capital (which includes our long-term indebtedness, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $175 million aggregate principal amount of our unsecured 6% notes due 2009 and $370 million aggregate principal amount of secured indebtedness under our industrial revenue bonds, which includes $86 million aggregate principal amount of industrial revenue bonds we assumed in the Trico Steel acquisition in July 2002.

Except as described under “Covenants”, the indenture does not limit us or any of our Subsidiaries (as defined below) from incurring more indebtedness or issuing more securities and does not contain financial or similar restrictions on us or any of our Subsidiaries. Our rights and the rights of our creditors, including holders of the new notes, to participate in any distribution of assets of any of our Subsidiaries upon the Subsidiary’s liquidation or reorganization or otherwise are effectively subordinated to the claims of the Subsidiary’s creditors, except to the extent that we or any of our creditors may be a creditor of that Subsidiary. As of September 28, 2002, our Subsidiaries had no indebtedness, other than the $86 million of industrial revenue bond indebtedness assumed by Nucor Steel Decatur, LLC in connection with the Trico Steel acquisition.

Optional Redemption

The new notes will be redeemable, in whole or in part at any time and from time to time, at our option, at a redemption price equal to the greater of:

100% of the principal amount of the new notes to be redeemed; or

the sum of the present values of the remaining scheduled payments of principal and interest on the new notes to be redeemed (not including the portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (determined on the third business day preceding the redemption date),

plus, in each case, accrued and unpaid interest thereon to the redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date, plus 0.25%.

“Comparable Treasury Issue” means the United States Treasury security selected by Wachovia Securities, Inc. and its successors, or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, another Reference Treasury Dealer, as having a maturity comparable to the remaining term of the new notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the new notes.

“Comparable Treasury Price” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations (as defined below) for that redemption date.

“Reference Treasury Dealer” means each of Banc of America Securities LLC and Wachovia Securities, Inc., and their respective successors, and two other primary U.S. government securities dealers in New York City selected by Wachovia Securities, Inc. (each, a “Primary Treasury Dealer”); provided however, that if any of the foregoing shall cease to be a Primary Treasury Dealer or is no longer quoting prices for United States Treasury securities, we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding the redemption date.

Notice of any redemption will be mailed at least 30 days but no more than 90 days before the redemption date to each holder of the new notes to be redeemed. The notice of redemption for the new notes will state, among other things, the amount of notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of notes to be redeemed. If we redeem less than all of the new notes, the trustee will select the particular notes to be redeemed pro rata, by lot, or by another method the trustee deems fair and appropriate. Unless we default in payment of the redemption price, interest will cease to accrue on the new notes or portions thereof called for redemption on and after the redemption date.

Covenants

The indenture contains the covenants generally summarized below, which are applicable so long as any of the new notes are outstanding and not defeased in accordance with the terms of the indenture. See “Defeasance”.

Limitations on Secured Indebtedness. Neither we nor any Restricted Subsidiary (as defined below) will create, assume, issue, guarantee or incur any Secured Indebtedness (as defined below), unless

immediately thereafter the aggregate amount of all Secured Indebtedness (exclusive of certain types of permitted Secured Indebtedness generally described below), together with the discounted present value of all rentals (not otherwise excluded from the limitations on Sale and Leaseback Transactions (as defined below) as described below under “—Limitations on Sale and Leaseback Transactions”) due in respect of Sale and Leaseback Transactions, would not exceed 10% of Consolidated Net Tangible Assets (as defined below).

The foregoing limitation does not apply to Secured Indebtedness in respect of:

any Lien (as defined below) on property as to which the new notes are equally and ratably secured, with (or, at our option, prior to) that Secured Indebtedness,

Liens on any property which is not a Principal Property (as defined below),

Liens on property, including Shares (as defined below) or Indebtedness (as defined below), of any entity existing at the time that entity becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of that entity becoming a Restricted Subsidiary,

Liens on property, including Shares or Indebtedness, existing at the time of acquisition of that property by us or a Restricted Subsidiary,

Liens to secure the payment of all or any part of the purchase price of property, including Shares or Indebtedness, created upon the acquisition of that property by us or a Restricted Subsidiary, and Liens to secure any Secured Indebtedness incurred by us or a Restricted Subsidiary prior to, at the time of, or within one year after the later of the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the project of which that property is a part, which Secured Indebtedness is incurred for the purpose of, and the principal amount secured by the Lien does not exceed the cost of, financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon,

Liens securing Secured Indebtedness of any Restricted Subsidiary owing to us or to another Restricted Subsidiary,

Liens on property of an entity existing at the time that entity is merged or consolidated with us or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to us or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by that entity prior to and not in contemplation of that merger, consolidation, sale, lease or other disposition,

Liens on our property or the property of a Restricted Subsidiary in favor of governmental authorities, or any trustee or mortgagee acting on behalf, or for the benefit of any governmental authorities, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of property subject to the Liens, and any other Liens incurred or assumed in connection with pollution control, industrial revenue, private activity or similar bonds issued by a governmental authority on behalf of us or a Restricted Subsidiary,

Liens existing on the first date on which a debt security is authenticated by the trustee under the indenture, and

any extension, renewal or replacement in whole or in part of any Lien referred to in the above bullet points, provided that the principal amount of the Secured Indebtedness being extended, renewed or replaced shall not be increased.

Limitation on Sale and Leaseback Transactions. Neither we nor any Restricted Subsidiary may enter into any Sale and Leaseback Transaction unless:

immediately thereafter the sum of (i) the present value of all rentals (discounted in accordance with a method of discounting which is consistent with generally accepted accounting principles but at a discount rate of not less than 10% per annum, compounded annually) due pursuant to the proposed Sale and Leaseback Transaction and all Sale and Leaseback Transactions entered into after the first date on which a debt security is authenticated by the trustee under the indenture and (ii) the aggregate amount of all Secured Indebtedness (exclusive of Secured Indebtedness permitted by the bullet points contained above in “—Limitations on Secured Indebtedness”) does not exceed 10% of Consolidated Net Tangible Assets, or

an amount equal to the greater of (i) the net proceeds of the sale of property leased pursuant to the Sale and Leaseback Transactions or (ii) the fair market value of the property so leased (in the case of clause (i) or (ii), after repayment of or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering that property which Secured Indebtedness existed immediately prior to the Sale and Leaseback Transaction), is applied within one year to the retirement of Funded Debt (as defined below).

The foregoing limitation does not apply to any Sale and Leaseback Transaction and the calculation of the present value of all rentals does not include any rentals under any Sale and Leaseback Transaction entered into:

in connection with pollution control, industrial revenue, private activity or similar financing,

if we or a Restricted Subsidiary apply an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering the Principal Property which Secured Indebtedness existed immediately before the Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to the Sale and Leaseback Transaction to investment in another Principal Property within one year prior or subsequent to the sale or transfer, or

by an entity prior to the time (i) that the entity became a Restricted Subsidiary, (ii) that the entity merged or consolidated with us or a Restricted Subsidiary, or (iii) of a sale, lease or other disposition of its properties as an entirety or substantially as an entirety to us or a Restricted Subsidiary, or in each case arising thereafter pursuant to contractual commitments entered into by that entity prior to and not in contemplation of the entity becoming a Restricted Subsidiary or that merger, consolidation, sale, lease or other such disposition.

Limitation on Merger, Consolidation and Sale of Assets. We will not merge into or consolidate with or convey or transfer our properties substantially as an entirety to any person unless:

the successor corporation is a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia,

the successor corporation assumes on the same terms and conditions the new notes, and

there is no event of default under the indenture.

Definitions. The following summarize the definitions of the terms set forth below.

“Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on our most recent consolidated balance sheet.

“Funded Debt” means (i) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months from that date but by its terms being renewable or extendible beyond 12 months from that date at the option of the borrower and (ii) any indebtedness for borrowed money which may be payable from the proceeds under or pursuant to an agreement to provide borrowings with a maturity of more than 12 months from the date as of which the amount thereof is to be determined.

“Indebtedness” means with respect to any corporation or other entity all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by that corporation or other entity or for which that corporation or other entity is otherwise responsible or liable.

“Lien” means any mortgage, pledge, security interest, lien or other similar encumbrance.

“Principal Property” means (i) any manufacturing plant located in the United States, or manufacturing equipment located in any such manufacturing plant (together with the land on which that plant is erected and fixtures comprising a part thereof), owned or leased on the first date on which a debt security is authenticated by the trustee or thereafter acquired or leased by us or any Restricted Subsidiary, and (ii) any Shares issued by, or any interest of ours or any Subsidiary in, any Restricted Subsidiary, other than (a) any property or Shares or interests the book value of which is less than 1% of Consolidated Net Tangible Assets, or (b) any property or Shares or interests which our board of directors determines is not of material importance to the total business conducted, or assets owned, by us and our Subsidiaries, as an entirety, or (c) any portion of any property which our board of directors determines not to be of material importance to the use or operation of that property. “Manufacturing plant” does not include any plant owned or leased jointly or in common with one or more person other than us and our Restricted Subsidiaries in which the aggregate direct or indirect interest of ours and our Restricted Subsidiaries does not exceed 50%. “Manufacturing equipment” means manufacturing equipment in those manufacturing plants used directly in the production of our or any Restricted Subsidiary’s products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of our or any Restricted Subsidiary’s products.

“Restricted Subsidiary” means any Subsidiary substantially all the property of which is located within the United States, other than a Subsidiary primarily engaged in financing our or any Subsidiary’s operations outside the United States.

“Sale and Leaseback Transaction” means any arrangement with any person providing for the leasing by us or any Restricted Subsidiary of any Principal Property of ours or any Restricted Subsidiary, whether that Principal Property is now owned or hereafter acquired (except for leases for a term of not more than three years, except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries and except for leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operations of that property), which Principal Property has been or is to be sold or transferred by us or the Restricted Subsidiary to that person.

“Secured Indebtedness” of any corporation or other entity means Indebtedness secured by any Lien upon property (including Shares or Indebtedness issued by or other ownership interests in any Restricted Subsidiary) owned by us or any Restricted Subsidiary.

“Shares” means as to any corporation all the issued and outstanding equity shares (except for directors’ qualifying shares) of that corporation.

“Subsidiary” means an entity more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries.

For the purposes of this definition, “voting interest” in any entity means any equity interest which ordinarily has voting power for the election of directors or their equivalent.

Reports to Holders and SEC Reports

We will file with the trustee and transmit to holders of debt securities the information, documents and other reports required pursuant to the Trust Indenture Act at the times and in the manner provided in that Act. We also will file with the trustee any other information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within 30 days after the information, documents or reports are required to be filed with the SEC.

Events of Default

The following are events of default under the indenture with respect to the new notes and any other debt securities of the same series that we may issue subsequently:

default in the payment of any interest installment with respect to debt securities of that series when due and continuance of the default for a period of ten days after receipt by us of written notice of the default from any person,

default in the payment of principal of, or premium, if any, on debt securities of that series when due either at its stated maturity, when called for redemption, by declaration or otherwise and continuance of the default for a period of ten days after receipt by us of written notice of the default from any person,

failure by us to observe or perform any other covenant or agreement in respect of debt securities of that series for a period of ninety days after receipt by us of written notice by the trustee, or receipt by us and the trustee of written notice by holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, and

certain events of bankruptcy, insolvency and reorganization.

Notwithstanding the foregoing, if properly indicated in an offering document relating to a series of debt securities, any of the foregoing events of default may be deleted or modified from that summarized above and additional events of default may be included with respect to those debt securities. Except as otherwise indicated in any offering document relating to a series of debt securities, no event of default with respect to a single series of debt securities constitutes an event of default with respect to any other series of debt securities. If an event of default described above occurs and is continuing with respect to any series, either the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of that series then outstanding (voting separately as a series unless otherwise indicated in any offering document relating to a series of debt securities) may declare the principal of all outstanding debt securities of that series and the interest accrued thereon, if any, to be due and payable immediately.

Prior to any declaration accelerating the maturity of any series of debt securities, the holders of a majority in principal amount of the outstanding debt securities of that series may, on behalf of the holders of all debt securities of that series, waive any past default or event of default with respect to the debt securities of that series except a default (i) in the payment of principal of, premium, if any, or interest, if any, on any debt securities of that series or (ii) in regard to a covenant or provision applicable to that series that cannot be modified or amended without the consent of the holder of each outstanding debt security of that series. After the principal of all outstanding debt securities of a series such as the new notes has been declared due and payable but before any judgment or decree for the payment of the money has been obtained or entered, the holders of a majority in principal amount of the outstanding debt securities of that series may waive all defaults with respect to all debt securities of that series and rescind and annul that declaration if we have paid or deposited with the trustee a sum sufficient to pay all matured installments of principal, premium, if any,

and interest which has become due other than by acceleration, and any and all other events of default with respect to that series of debt securities have been remedied, cured or waived.

The indenture provides that the trustee will, within ninety days after the occurrence of a default with respect to the debt securities of any series, give to the holders of the debt securities of that series notice of all uncured and unwaived defaults known to it, provided that, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on, any of the debt securities of that series, the trustee will be protected in withholding that notice if it in good faith determines that the withholding of the notice is in the interest of the holders of the debt securities of that series. The term “default” for the purpose of this provision means the happening of any of the events of default specified above (and as reflected or modified in an offering document relating to a series of debt securities), except that any grace period or notice requirement is eliminated. The indenture contains provisions entitling the trustee, subject to the duty of the trustee during an event of default to act with the required standard of care, to be indemnified by the holders of debt securities before proceeding to exercise any right or power under the indenture at the request of holders of the debt securities.

The indenture provides that the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting proceedings for remedies available to the trustee or exercising any trust or power conferred on the trustee in respect of that series, except for cases in which the trustee is being advised by counsel that the action may not lawfully be taken or would be in conflict with the terms of the indenture or if the determination is made that the action would involve the trustee in personal liability or would be unduly prejudicial to the holders of the debt securities not joining in the action. Otherwise, a holder of debt securities of a series may not pursue any remedy with respect to the indenture or any debt securities of that series unless:

the holder of debt securities of that series gives us and the trustee written notice of a continuing event of default;

the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding make a written request to the trustee to pursue the remedy;

the holder or holders of debt securities of that series offer the trustee reasonable security or indemnity satisfactory to the trustee against any costs, liability or expense;

the trustee does not comply with the request within 6o days after receipt of the request and the offer of indemnity; and

during such 6o-day period, the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding do not give the trustee a direction that is inconsistent with the request.

However, these limitations do not apply to the right of any holder of any debt securities to receive payment of the principal of, premium, if any, or interest on the debt securities of a series or to bring suit for the enforcement of any such payment on or after the due date expressed in the debt securities, which right shall not be impaired or affected without the consent of the holder. The indenture includes a covenant that we will file annually with the trustee a certificate of no default or specifying any default that exists.

Modification of the Indenture

The indenture provides that we and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for the purposes, among other things, of:

evidencing the assumption of our covenants, agreements and obligations under the indenture by a successor entity;

adding further events of default or other covenants, restrictions or conditions for the benefit of the holders of all or any series of debt securities;

establishing the form or terms of other series of debt securities; or

clarifying or curing ambiguities or inconsistencies in the indenture or making other provisions in regard to matters or questions arising under the indenture, if those actions do not adversely affect the interests of the holders of any affected series of debt securities in any material respect.

We and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series to be affected, may execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or any supplemental indenture or debt security of a series or modifying in any manner the rights of the holders of the debt securities of that series to be affected, except that no supplemental indenture may, without the consent of the holders of all debt securities of that series then outstanding,

change the fixed maturity (which term for these purposes does not include payments due pursuant to any sinking, purchase or analogous fund) of those debt securities, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, reduce any premium payable upon the redemption thereof or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date without the consent of the holder of each debt security so affected), or

reduce the percentage of debt securities of a series required to approve any such supplemental indenture.

Defeasance

As long as no event of default has occurred and is continuing with respect to the new notes or other debt securities of the same series, we at our option

will be discharged from any and all obligations in respect of those debt securities (except in each case for some obligations to register the transfer or exchange of those debt securities, replace stolen, lost or mutilated debt securities, maintain a paying agent and hold moneys for payment in trust), or

need not comply with some restrictive covenants of the indenture relating to those debt securities (including those described under “—Covenants”) and will not be limited by restrictions with respect to merger, consolidation or sales of assets,

in each case if we deposit with the trustee, in trust, money, U.S. Government Obligations (defined below) and/or Eligible Obligations (defined below) or any combination of the foregoing which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all the principal of, interest, if any, and premium, if any, on, those debt securities on the dates those payments are due in accordance with the terms of that series.

In order to avail ourselves of any of the foregoing options, we must provide to the trustee an opinion of counsel or a ruling from, or published by, the Internal Revenue Service, to the effect that holders of the debt securities of that series will not recognize income, gains or loss for federal income tax purposes as a result of our exercise of our option and will be subject to the federal income tax on the same amount and in the same manner and at the same time as would have been the case if that option had not been exercised.

“U.S. Government Obligations” means generally (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised

by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) are not callable or redeemable at the option of the issuer thereof.

“Eligible Obligations” means obligations as a result of the deposit of which the relevant series of debt securities is rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.

In addition, we can also obtain a discharge under the indenture with respect to all the debt securities of a series by depositing with the trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the debt securities of that series, provided that all of the debt securities of that series are by their terms to become due and payable within one year or are to be called for redemption within one year. No opinion of counsel or ruling from the Internal Revenue Service is required with respect to a discharge pursuant to the immediately preceding sentence.

In the event of any discharge of debt securities pursuant to the terms of the indenture as described above, the holders of those debt securities will thereafter be able to look solely to the trust fund, and not to us, for payments of principal, premium, if any, and interest, if any with respect to the debt securities.

Form, Denomination, and Registration of the Notes; Book-Entry Procedures and Transfer

We will issue the new notes only in registered form, without interest coupons. Except as described below under “Description of Notes-Exchange of Interests in Global Notes for Certificated Notes”, the new notes will be issued in the form of one or more global notes, and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. The new notes are collectively referred to herein as the “Global Notes”. Each of the Global Notes initially will be deposited with the trustee, as custodian for the DTC, and registered in the name of DTC or its nominee. The new notes initially will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

We initially will appoint the trustee at its corporate trust office as paying agent and registrar for the new notes. We will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as it may prescribe, we will provide for the registration of the new notes and registration of transfers of the new notes. We may vary or terminate the appointment of any paying agent or registrar, or appoint additional or other agents or approve any change in the office through which any agent acts. We will cause notice of any resignation, termination or appointment of any paying agent or registrar, and of any change in the office through which any agent will act, to be provided to the trustee. If we fail to maintain any such office or fail to give notice of the location or any change in location thereof, then presentations and surrenders may be made and notices and demands may be served at the principal office of the trustee.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its Direct or Indirect Participants (each, as defined below), including, if applicable, those of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream”) which may change from time to time.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form or vice versa, except in the limited circumstances described below. See “—Exchange of Interests in Global Notes for Certificated Notes”.

No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or government charge payable in connection with the transfer or exchange.

Depositary Procedures with respect to the Global Notes

The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we, nor the trustee takes any responsibility for these operations and procedures, and you are urged to contact the applicable system or its participants directly to discuss these matters.

We understand from publicly available information that DTC is (i) a limited-purpose trust company organized under the laws of the State of New York, (ii) a “banking organization” within the meaning of the New York Banking Law, (iii) a member of the Federal Reserve System, (iv) a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and (v) a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “Direct Participants”) and to facilitate the clearance and settlement of transactions in those securities between Direct Participants through electronic book entry changes in accounts of participants. The Direct Participants include securities brokers and dealers (including banks, trust companies, clearing corporations and certain other organizations, including Euroclear and Clearstream). Access to DTC’s system is also available to other entities that clear through or maintain a direct or indirect custodial relationship with a Direct Participant (collectively, the “Indirect Participants”).

We understand from publicly available information that, pursuant to DTC’s procedures, DTC will maintain records of the ownership interests of the Direct Participants in the Global Notes and the transfer of ownership interests by and between Direct Participants. DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, Indirect Participants or other owners of beneficial interests in the Global Notes. Direct Participants and Indirect Participants must maintain their own records of the ownership interests of, and the transfer of ownership interests by and between, Indirect Participants and other owners of beneficial interests in the Global Notes.

Investors in the Global Notes may hold their interests therein directly through DTC if they are Direct Participants in DTC or indirectly through organizations that are Direct Participants in DTC. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream or indirectly through organizations that are participants in Euroclear or Clearstream. Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of those participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and other organizations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly. Investors may also hold their interests through organizations other than Euroclear and Clearstream that are Direct Participants in the DTC System. Morgan Guaranty Trust Company of New York, Brussels office, is the operator and depositary of Euroclear, and Citibank, NA. is the operator and depositary of Clearstream (each a “Nominee” of Euroclear and Clearstream, respectively). Therefore, they will each be recorded on DTC’s records as the holders of all ownership interests held by them on behalf of Euroclear and Clearstream, respectively. Euroclear and Clearstream must maintain on their own records the ownership interests of, and transfers of ownership interests by and between, their own customers’ securities accounts. DTC will not maintain those records. All ownership interests in any

Global Notes, including those of customers’ securities accounts held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC.

The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form, of securities that they own. This may limit or curtail the ability to transfer beneficial interests in a Global Note to those persons. Because DTC can act only on behalf of Direct Participants, which in turn act on behalf of Indirect Participants and others, the ability of a person having a beneficial interest in a Global Note to pledge that interest to persons or entities that are not Direct Participants in DTC, or to otherwise take actions in respect of those interests, may be affected by the lack of physical certificates evidencing those interests. For certain other restrictions on the transferability of the new notes, see “—Exchange of Interests in Global Notes for Certificated Notes”.

Except as described in “—Exchange of Interests in Global Notes for Certificated Notes”, owners of beneficial interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.

Under the terms of the indenture, we and the trustee will treat the persons in whose names the new notes are registered (including notes represented by Global Notes) as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever with respect to the new notes. Payments in respect of the principal, premium, if any, and interest on, Global Notes registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee as the registered holder under the indenture. Consequently, neither we, the trustee nor any of our or the trustee’s agents has or will have any responsibility or liability for

any aspect of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in any Global Note; or

any other matter relating to the actions and practices of DTC or any of its Direct Participants or Indirect Participants.

We understand from publicly available information that DTC’s current payment practice (for payments of principal, interest and the like) with respect to securities such as the new notes is to credit the accounts of the relevant Direct Participants with that payment on the payment date in amounts proportionate to that Direct Participant’s respective ownership interests in the Global Notes as shown on DTC’s records. Payments by Direct Participants and Indirect Participants to the beneficial owners of the new notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or its Direct Participants or Indirect Participants in identifying the beneficial owners of the new notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the new notes for all purposes.

Cross-market transfers between Direct Participants in DTC, on the one hand, and Indirect Participants who hold interests in the new notes through Euroclear or Clearstream, on the other hand, will be effected by Euroclear’s or Clearstream’s respective Nominee through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream; however, delivery of instructions relating to cross-market transactions must be made directly to Euroclear or Clearstream, as the case may be, by the counterparty in accordance with the rules and procedures of Euroclear or Clearstream and within their established deadlines (Brussels time for Euroclear and UK time for Clearstream). Indirect Participants who hold interests in the new notes through Euroclear and Clearstream may not deliver instructions directly to Euroclear’s or Clearstream’s Nominee. Euroclear or Clearstream will, if the transaction meets its settlement requirements, deliver instructions to its

respective Nominee to deliver or receive interests on Euroclear’s or Clearstream’s behalf in the relevant Global Note in DTC, and make or receive payment in accordance with normal procedures for same-day fund settlement applicable to DTC.

Beneficial interests in the Global Notes (including interests in Global Notes upon transfer of a Certificated Note) may not be exchanged for notes in certificated form, or vice-versa, except in the limited circumstances described below.

Exchange of Interests in Global Notes for Certificated Notes. A Global Note may be exchanged for definitive notes in registered, certificated form without interest coupons (“Certificated Notes”) only if:

DTC (i) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we thereupon fail to appoint a successor depositary within 90 days or (ii) has ceased to be a clearing agency registered under the Exchange Act,

we, at our option, notify the trustee in writing that we elect to cause the issuance of Certificated Notes, or

there shall have occurred and be continuing a default or an event of default with respect to the new notes.

In any such case, we will notify the trustee in writing that, upon surrender by the Direct Participants of their interests in that Global Note, Certificated Notes will be issued to each person that such Direct Participants and DTC identify as being the beneficial owner of the related notes.

Beneficial interests in Global Notes held by any Direct or Indirect Participant may be exchanged for Certificated Notes upon request to the trustee by or on behalf of a Direct Participant (for itself or on behalf of an Indirect Participant) in accordance with customary DTC procedures and the indenture. Certificated Notes delivered in exchange for any beneficial interest in any Global Note will be registered in accordance with DTC’s customary procedures in the names, and issued in any approved denominations, requested by DTC on behalf of one or more Direct or Indirect Participants.

Neither we nor the trustee will be liable for any delay by the holder of any Global Note or DTC in identifying the beneficial owners of notes, and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global Note or DTC for all purposes.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among Direct Participants, including Euroclear and Clearstream, they are under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time.

The Global Notes will trade in DTC’s Same-Day Funds Settlement System, and, therefore, transfers between Direct Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in immediately available funds. Transfers between Indirect Participants (other than Indirect Participants who hold an interest in the new notes through Euroclear or Clearstream) who hold an interest through a Direct Participant will be effected in accordance with the procedures of that Direct Participant but generally are expected to settle in immediately available funds. Transfers between and among Indirect Participants who hold interests in the new notes through Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Because of time zone differences, the securities accounts of an Indirect Participant who holds an interest in the new notes through Euroclear or Clearstream purchasing an interest in a Global Note from a Direct Participant in DTC will be credited, and any such crediting will be reported to Euroclear or Clearstream, during the European business day immediately following the settlement date of DTC in The City of New

York. Although recorded in DTC’s accounting records as of DTC’s settlement date in The City of New York, Euroclear and Clearstream customers will not have access to the cash amount credited to their accounts as a result of a sale of an interest in a Global Note to a DTC Participant until the European business day for Euroclear or Clearstream immediately following DTC’s settlement date.

We understand from publicly available information that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more Direct Participants to whose account interests in the Global Notes are credited and only in respect of that portion of the aggregate principal amount of the new notes to which that Direct Participant or those Direct Participants has or have given direction. However, if there is an event of default under the new notes, DTC reserves the right to exchange Global Notes (without the direction of one or more of its Direct Participants) for legended notes in certificated form, and to distribute those certificated forms of notes to its Direct Participants. See “-Exchange of Interests in Global Notes for Certificated Notes”.

Neither we nor the trustee shall have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective Direct and Indirect Participants of their respective obligations under the rules and procedures governing any of their operations. The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Same Day Settlement and Payment. We expect that payments in respect of the new notes represented by the Global Notes (including principal, premium, if any, and interest on the new notes) will be made by wire transfer of immediately available same day funds to the accounts specified by the holder of interests in that Global Note. With respect to Certificated Notes, we will make all payments of principal, premium, if any, and interest by wire transfer of immediately available same day funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to each such holder’s registered address. We expect that any secondary trading in Certificated Notes will also be settled in immediately available funds.

No Personal Liability of Incorporators, Stockholders, Officers, Directors, or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any notes issued under the indenture or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any of our obligations, covenants or agreements in the indenture, or in any notes issued under the indenture or because of the creation of any indebtedness represented thereby, shall be had against any of our incorporators, stockholders, officers, directors or employees or of any successor person thereof. Each holder, by accepting notes issued under the indenture, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes. This waiver may not be effective to waive liabilities under the federal securities laws.

The Trustee

The Bank of New York is the trustee under the indenture. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery of, the new notes will be effected by the trustee at the principal office of the trustee located in New York, New York.

The indenture provides that, except during the continuance of an event of default, the trustee will perform only those duties as are specifically set forth in the indenture. During the existence of an event of default under the indenture, the trustee will exercise those rights and powers vested in it by the indenture, and will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of that person’s own affairs. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the

holders of the new notes, unless they shall have offered to the trustee security and indemnity satisfactory to the trustee.

The Bank of New York is a lender under our new unsecured revolving credit facility. In addition, BNY Capital Markets, Inc., an affiliate of The Bank of New York, was an initial purchaser in the offering of the old notes. Consequently, The Bank of New York could be faced with potential conflicts of interest and conflicting obligations in the event of a default under, or with regard to other circumstances relating to, any or all of this indebtedness.

The indenture and provision of the Trust Indenture Act contain limitations on the rights of the trustee, should it become a creditor of ours, to obtain payment of claims in certain cases or to liquidate certain property received by it in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with us or any of our affiliates. If the trustee acquires any conflicting interest within the meaning of the Trust Indenture Act and the new notes are in default, it must eliminate that conflict, resign or, if applicable, apply to the SEC to continue.

The trustee or its affiliates have served and may in the future serve as trustee under various of our debt instruments and as an agent and lender under our credit facilities.

Governing Law

The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

This section describes the material United States federal tax consequences of owning and disposing of the notes and of exchanging old notes for new notes in the exchange offer. It applies to you only if you hold the notes as capital assets for tax purposes. This section does not discuss all aspects of United States federal income tax which may be important to you in light of your individual investment circumstances, and does not apply to you if you are a member of a class of holders subject to special rules, such as a dealer in securities or currencies, a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, a bank or other financial institution, a life insurance company, a tax-exempt organization, a regulated investment company, a person that owns notes that are a hedge or that are hedged against interest rate or currency risks, a person that owns the notes as part of a straddle or conversion transaction for tax purposes, or a person whose functional currency for tax purposes is not the United States dollar.

This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis. This discussion does not consider the effect of any applicable foreign, state, local, or other tax laws.

The federal tax discussion set forth below is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their own tax advisors with respect to the tax consequences to them of the beneficial ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

United States Holders

This subsection describes the tax consequences to a United States holder of owning and disposing of the notes. You are a United States holder if you are a beneficial owner of a note and you are:

a citizen or resident of the United States;

a corporation, partnership or other entity created or organized under the laws of the United States or political subdivision thereof;

an estate whose income is subject to United States federal income tax regardless of its source; or

a trust if (i) a United States court can exercise primary supervision over the trust’s administration and (ii) one or more United States persons are authorized to control all substantial decisions of the trust

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor. If you are not a United States holder, this section does not apply to you and you should refer to the section titled “Foreign Holders” below.

Payments of Interest

The notes will not be considered as issued with “original issue discount”. Accordingly, a United States holder will be taxed on any stated interest on its note as ordinary income at the time such holder receives the interest or when it accrues, depending on the holder’s method of accounting for tax purposes.

Exchange of Old Notes for New Notes Pursuant to this Exchange Offer

The exchange of the old notes for these substantially identical new notes registered under the Securities Act will not constitute a taxable exchange for United States federal income tax purposes because the terms of the new notes do not differ materially in kind or extent from the old notes. Accordingly, a United States holder will not recognize taxable gain or loss upon receipt of the exchange note.

Moreover, the United States holder’s holding period for the new note received in the exchange will include the holding period for the old note so exchanged, and such United States holder’s adjusted tax basis in the new note will be the same as such United States holder’s adjusted tax basis in the old notes so exchanged.

Sale, Exchange or Redemption of a Note

Upon the disposition of a note by sale, exchange or redemption, a United States holder will generally recognize gain or loss equal to the difference between (i) the amount of cash proceeds and the fair market value of any property a United States holder receives on the sale, exchange or redemption, except to the extent that amount is attributable to accrued interest not previously included in income, which is taxable as ordinary income, and (ii) that holder’s adjusted federal income tax basis in the note. A United States holder’s initial tax basis in a note generally will be the purchase price of the note. Such gain or loss will generally constitute capital gain or loss and will be long term capital gain or loss if the United States holder has held the note for longer than one year. The deductibility of capital losses is subject to certain limitations.

Foreign Holders

A foreign holder is a beneficial owner of a note that is not a United States holder. The following discussion is a summary of material United States federal tax considerations for a foreign holder of notes. Special rules may apply to certain foreign holders, such as “controlled foreign corporations”, “passive foreign investment companies”, “foreign personal holding companies”, and corporations that accumulate earnings to avoid United States federal income tax, that are subject to special treatment under the Code. These entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Payments of Interest

Subject to the discussion below concerning backup withholding, payments of interest on the notes by us or any paying agent of ours to any foreign holder will not be subject to United States federal income or withholding tax provided that (i) the foreign holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock, (ii) the certification requirement, as described below, has been fulfilled with respect to the beneficial owner of the note, and (iii) the interest is not effectively connected with the conduct of a United States trade or business of the foreign holder.

The certification requirement referred to above will be fulfilled if the beneficial owner of a note certifies on IRS Form W-8BEN (or other appropriate substitute form) under penalties of perjury, that the beneficial owner is not a United States person and provides its name and address, and (1) such beneficial owner files the IRS Form W-8BEN (or other appropriate substitute form) with the withholding agent or, (2) in the case of a note held on behalf of the beneficial owner by a securities clearing organization, bank or other financial institution holding customers’ securities in the ordinary course of its trade or business that holds a note on behalf of that beneficial owner, that financial institution files a statement with the withholding agent in which it certifies, under penalties of perjury, that it has received the Form W-8BEN (or other appropriate substitute form) from the foreign holder and furnishes the withholding agent with a copy thereof.

The gross amount of payments of interest that do not qualify for the exception from withholding described above will be subject to United States withholding tax at a rate of 30% unless a treaty applies to reduce or eliminate withholding and the foreign holder properly certifies to its entitlement to those treaty benefits. If the interest on the notes, however, is effectively connected with the conduct by the foreign holder (or a partnership in which the foreign holder is a partner, or a trust or estate of which the foreign holder is a beneficiary) of a business within the United States (or if a tax treaty applies, that interest is attributable to a permanent establishment maintained in the United States by the foreign holder) then that interest will generally be subject to tax to the foreign holder in the same manner as a United States holder. In addition, that effectively connected income received by a foreign holder which is a corporation may in certain circumstances be subject to an additional “branch profits tax” at a 30% rate or, if applicable, a lower treaty rate.

Sale, Exchange or Redemption of a Note

A foreign holder generally will not be subject to United States federal income tax or withholding tax on gain realized on the sale, exchange or redemption of notes unless (i) the holder is an individual who was present in the United States for 183 days or more during the taxable year of the sale, exchange or redemption, and certain other conditions are met, or (2) the gain is effectively connected with the conduct of a trade or business of the holder in the United States and, if a treaty applies, that gain is attributable to a permanent establishment maintained in the United States by that holder.

United States Federal Estate Tax

A note held by an individual who is not for United States federal estate tax purposes a citizen or resident of the United States at the time of death will not be includable in the decedent’s gross estate for United States federal estate tax purposes, provided that (1) the holder or beneficial owner did not at the time of death actually or constructively own 10% or more of the combined voting power of our stock entitled to vote, and (2) at the time of death, payments with respect to that note would not have been effectively connected with the conduct by that foreign holder of a trade or business within the United States.

Backup Withholding and Information Reporting

Under current United States federal income tax law, a backup withholding tax at the tax rate of 30% for years 2002 and 2003, 29% for years 2004 and 2005, 28% for years 2006 through 2010 and 31% for years after 2010, and information reporting requirements apply to certain payments of principal and interest made to, and to proceeds of sale before maturity by, certain holders of the notes.

In the case of a United States holder, information reporting requirements and the backup withholding tax will apply to payments of principal or interest and to payments of the proceeds of the sale of a note if the United States holder (i) fails to furnish or certify properly its correct taxpayer identification number to the payer in the manner required, (ii) is notified by the IRS that it has failed to report payments of interest or dividends properly or (iii) under certain circumstances, fails to certify that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments.

Backup withholding and information reporting do not apply with respect to payments made to certain exempt recipients, including a corporation (within the meaning of Code Section 7701(a)). The amount of any backup withholding imposed upon a payment to a United States holder will be allowed as a credit against that holder’s United States federal income tax liability and may entitle that holder to a refund, provided that required information is furnished to the IRS.

In the case of a foreign holder, backup withholding and information reporting will generally not apply to payments of principal or interest made by us or our paying agent (absent actual knowledge that the holder

is actually a United States holder) if the holder has provided the properly required certification under penalties of perjury that it is not a United States holder or has otherwise established an exemption. Failure to provide those certifications in accordance with the requirements of the Code and applicable Treasury Regulations could subject a holder to withholding even if that holder were otherwise entitled to an exemption from withholding.

Foreign holders should consult their own tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining this exemption, if available, and the impact, if any, of the recent Treasury Regulations. Any amounts withheld from a payment to a foreign holder under the backup withholding rules will be allowed as a credit against that holder’s United States federal income tax liability and may entitle that holder to a refund, provided that required information is furnished to the IRS.

PLAN OF DISTRIBUTION

We are not using any underwriters for this exchange offer, and we are bearing the expenses of the exchange.

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date we issue the new notes and ending no later than the close of business on the date which is 180 days after the completion of this exchange offering, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of the new notes, by broker-dealers or otherwise. New notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that sells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any resale of the new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 180 days after the completion of this exchange offer, we will send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to this exchange offer, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters relating to the new notes and the exchange offer will be passed upon for us by Moore & Van Allen PLLC, Charlotte, North Carolina. Some of the attorneys at Moore & Van Allen own stock in our company.

EXPERTS

The financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in auditing and accounting.

NUCOR CORPORATION

Offer to Exchange $350,000,000 of its 4.875% Notes due 2012 Registered under the Securities Act, for $350,000,000 of its Outstanding Unregistered 4.875% Notes due 2012

PROSPECTUS

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Under Delaware law, a corporation generally may indemnify directors and officers:

•

for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation; and

•

with respect to any criminal proceeding, if the directors and officers had no reasonable cause to believe that their conduct was unlawful.

In addition, Delaware law provides that a corporation may advance to a director or officer expenses incurred in defending any action upon receipt of an undertaking by the director or officer to repay the amount advanced if it is ultimately determined that he or she is not entitled to indemnification.

Our certificate of incorporation provides that any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of Nucor), by reason of the fact that the person is or was a director, officer, employee or agent of ours, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, will be indemnified by us to the fullest extent permitted by Delaware law. The indemnification rights conferred by us are not exclusive of any other right to which persons seeking indemnification may be entitled under any statute, our certificate of incorporation or bylaws, any agreement, vote of stockholders or disinterested directors or otherwise. We are authorized to purchase and maintain insurance on behalf of our directors and officers.

In addition, we may pay expenses incurred by our directors and officers in defending a civil or criminal action, suit or proceeding because they are directors or officers in advance of the final disposition of the action, suit or proceeding. The payment of expenses will be made only if we receive an undertaking by or on behalf of a director or officer to repay all amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified by us, as authorized by our certificate of incorporation.

Item 21. Exhibits and Financial Statement Schedules

(a) The

following exhibits are filed as part of this registration statement:

Exhibit No.		Description of Exhibit

2.1	*	Purchase Agreement, dated as of September 26, 2002, between Nucor Corporation and Banc of America Securities LLC, Wachovia Securities, Inc., Banc One Capital Markets, Inc., CIBC World Markets Corp. and BNY Capital Markets, Inc.

4.1	*	Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York, as trustee.

4.2	*	Second Supplemental Indenture, dated as of October 1, 2002, between Nucor Corporation and The Bank of New York, as trustee.

4.3	*	Exchange and Registration Rights Agreement, dated as of October 1, 2002, by and among Nucor Corporation, Banc of America Securities LLC and Wachovia Securities, Inc.

4.4	*	Form of 4.875% Note due 2012 (included in Exhibit 4.2)

4.5	*	Rights Agreement, dated as of March 8, 2001, between Nucor Corporation and American Stock Transfer & Trust Co. (incorporated by reference to Exhibit 4 to Nucor’s Form 8-K filed March 9, 2001).

4.6	**	Multi-Year Revolving Credit Agreement, dated as of October 4, 2002, between Nucor Corporation and the Lenders named therein.

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Exhibit No.		Description of Exhibit

4.7	**	364-Day Revolving Credit Agreement, dated as of October 4, 2002, between Nucor Corporation and the Lenders named therein.

5.1	**	Opinion of Moore & Van Allen PLLC.

12.1	*	Statement regarding calculation of earnings to fixed charges.

23.1	**	Consent of Moore & Van Allen PLLC (included in Exhibit 5.1).

23.2	*	Consent of PricewaterhouseCoopers LLP.

24.1	*	Power of Attorney for the directors and officers of Nucor Corporation (included on page II-4 hereof).

25.1	*	Statement of Eligibility of Trustee on Form T-1.

99.1	**	Letter of Transmittal.

99.2	**	Notice of Guaranteed Delivery.

99.3	**	Form of Exchange Agent Agreement.

Filed concurrently with this registration statement.

To be filed by subsequent amendment.

Item 22. Undertakings

A. Rule 415 Offering

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. Subsequent Documents Incorporated By Reference

The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual

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report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Indemnification of Officers, Directors and Controlling Persons

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

D. Information Requests

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. The undertaking above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina on this 13 ^th day of December, 2002.

N UCOR C ORPORATION

By:		/ S / T ERRY S. L ISENBY
		Terry S. Lisenby Chief Financial Officer, Treasurer and Executive Vice President

We, the undersigned directors and officers of Nucor Corporation do hereby constitute and appoint Terry S. Lisenby our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments including post effective amendments to this Registration Statement including any registration statement filed pursuant to Rule 462(b) under the Securities Act and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and we do hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Name	Title	Date

/s/ P ETER C. B ROWNING Peter C. Browning	Non-executive Chairman	December 13, 2002

/ S / C LAYTON C. D ALEY , J R . Clayton C. Daley, Jr.	Director	December 13, 2002

/ S / D ANIEL R. D I M ICCO Daniel R. DiMicco	Vice-Chairman, President and Chief Executive Officer	December 13, 2002

/ S / H ARVEY B. G ANTT Harvey B. Gantt	Director	December 13, 2002

/ S / V ICTORIA F. H AYNES Victoria F. Haynes	Director	December 13, 2002

/ S / J AMES D. H LAVACEK James D. Hlavacek	Director	December 13, 2002

/ S / R AYMOND J. M ILCHOVICH Raymond J. Milchovich	Director	December 13, 2002

/ S / T ERRY S. L ISENBY Terry S. Lisenby	Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial and Accounting Officer)	December 13, 2002

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EXHIBIT 2.1

EXECUTION COPY

Nucor Corporation

$350,000,000

4.875% Notes due 2012

Purchase Agreement

September 26, 2002

Banc of America Securities LLC
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
CIBC World Markets Corp.
BNY Capital Markets, Inc.

c/o Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Ladies and Gentlemen:

Nucor Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this Purchase Agreement (this "Agreement" or the "Purchase Agreement"), to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers"), acting severally and not jointly, for which Banc of America Securities LLC and Wachovia Securities, Inc. are acting as representatives (the "Representatives"), the respective amounts set forth on Schedule I of an aggregate of $350,000,000 principal amount of the Company's 4.875% Notes due 2012 (the "Notes"). The Notes will be issued pursuant to an indenture dated as of January 12, 1999 (the "Indenture"), as it may be amended by any indenture supplemental thereto relating to the offering of the Notes, between the Company and The Bank of New York (or its successor), as Trustee (the "Trustee").

Holders of the Notes will have the registration rights set forth in that certain Exchange and Registration Rights Agreement, to be entered into by the Company and the Purchasers at the Time of Delivery (as defined below in
Section 4) (the "Exchange and Registration Rights Agreement"), pursuant to which the Company will offer to exchange a like principal amount of another series of debt securities of the Company with terms substantially identical to the Notes, except with respect to certain terms such as transfer restrictions (the "Exchange Notes"), for all outstanding Notes. This Agreement, the Exchange and Registration Rights Agreement, the

Indenture, the Notes and the Exchange Notes are herein collectively referred to as the "Transaction Documents," and the transactions contemplated hereby and thereby are herein collectively referred to as the "Transactions."

1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each of the Purchasers that:

(a) A preliminary offering memorandum, dated September 26, 2002 (the "Preliminary Offering Memorandum"), and an offering memorandum, dated September 26, 2002 (the "Offering Memorandum"), have been prepared in connection with the offering of the Notes. Any reference to the Preliminary Offering Memorandum or the Offering Memorandum herein shall be deemed to refer to and include the Company's most recent Annual Report on Form 10-K (including any amendments to that report, the "Annual Report") and all subsequent documents filed with the United States Securities and Exchange Commission (the "Commission") pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or prior to the date of the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, and any reference to the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, as amended or supplemented as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company, in each case prior to the completion of the distribution of the Notes; and all such documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, or any amendment or supplement thereto are hereinafter called the "Exchange Act Reports." The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform, as the case may be, in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder. The Preliminary Offering Memorandum or the Offering Memorandum, as amended or supplemented, and the Exchange Act Reports, when read together with the other information in the Preliminary Offering Memorandum or Offering Memorandum, as the case may be, did not and will not, as of the respective dates of the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, and, with respect to the Exchange Act Reports and the Offering Memorandum, at the Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through the Representatives expressly for use therein;

(b) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Offering Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental

action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum or which would not have a material adverse effect on any of (i) the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, or (ii) the Transactions (a "Material Adverse Effect"); and, since the respective dates as of which information is given in the Offering Memorandum, there has not been any material change in the capital stock (other than issuances of capital stock pursuant to the Company's option or other incentive plans) or long-term debt in an amount in excess of $20 million (excluding $86 million in debt assumed in connection with the acquisition of substantially all the assets of Trico Steel Company, LLC) of the Company or any of its Significant Subsidiaries (as defined below in Section 1(d)) other than as set forth or contemplated in the Offering Memorandum or any material adverse change, or any development which the Company reasonably believes involves a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Offering Memorandum;

(c) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Offering Memorandum or which would not have a Material Adverse Effect; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect;

(d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Transaction Documents and consummate the transactions contemplated thereby, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or in such good standing would not, individually or in the aggregate, have a Material Adverse Effect; each subsidiary of the Company, as listed on Schedule II hereto (each, a "Significant Subsidiary"), has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization, with power and authority (corporate, partnership and other) to own its properties and conduct its business as described in the Offering Memorandum, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or in such good standing would not, individually or in the aggregate, have a Material Adverse Effect;

(e) The Company has an authorized capitalization as set forth in the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of

the issued shares of capital stock or other ownership interests of each of its Significant Subsidiaries have been duly and validly authorized (or created) and issued and, in the case of shares of capital stock, are fully paid and non-assessable and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, or adverse claims;

(f) This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company;

(g) The Notes have been duly authorized and, at the Time of Delivery (as defined in Section 4 hereof), when duly authenticated by the Trustee in the manner provided for in the Indenture and delivered by or on behalf of the Company and paid for by the Purchasers pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Indenture has been duly authorized and executed and at the Time of Delivery for the Notes will, and any indenture supplemental thereto relating to the offering of the Notes will have been duly authorized and executed and will, constitute a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and at the Time of Delivery the Notes and the Indenture will conform in all material respects to the descriptions thereof in the Offering Memorandum and will be in substantially the form previously provided to you;

(h) The Exchange and Registration Rights Agreement has been duly authorized, and at the Time of Delivery will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Representatives on behalf of the Purchasers, the Exchange and Registration Rights Agreement will constitute a valid and binding agreement of the Company; and the Exchange and Registration Rights Agreement will conform in all material respects to the description thereof in the Offering Memorandum and will be in substantially the form previously delivered to you;

(i) The Exchange Notes have been duly authorized and, when executed, duly authenticated by the Trustee, issued and delivered in accordance with the Indenture and the Exchange and Registration Rights Agreement, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles;

(j) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System;

(k) Prior to the date hereof, neither the Company nor any of its affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Notes;

(l) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes and the other Transaction Documents, and the consummation of the Transactions, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company, or any law or statute, or any order known to the Company, or any rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, other than violations which would not individually or in the aggregate have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation by the Company of any of the Transactions, except (i) for the filing of a registration statement by the Company with the Commission pursuant to the Securities Act of 1933, as amended (the "Act") and (ii) the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in connection with the Exchange and Registration Rights Agreement and such consents, approvals, authorizations, registrations or qualifications as have already been or will have been prior to the Time of Delivery obtained under the Act and the Trust Indenture Act or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Purchasers;

(m) Neither the Company nor any of its subsidiaries is in violation of its Certificate of Incorporation or By-laws (or, if other than a corporation, similar governing documents) or in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or any law or statute, or any order known to the Company, or rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except for such violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect;

(n) Other than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which the Company reasonably believes would, individually or in the aggregate, have a Material Adverse Effect and, to the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(o) When the Notes are issued and delivered pursuant to this Agreement, the Notes will be eligible for resale pursuant to Rule 144A under the Act and will not be of the same class (within the meaning of Rule 144A under the Act) as securities of the Company which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(p) The Company is subject to Section 13 or 15(d) of the Exchange Act;

(q) The Company is not, and after giving effect to the offering and sale of the Notes will not be, an "investment company," as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act");

(r) None of the Company, any affiliate of the Company or any person acting on its or their behalf (other than the Purchasers, as to whom the Company makes no representation) has offered or sold the Notes
(i) by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or (ii), with respect to Notes sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 of Regulation S under the Act, and the Company, any affiliate of the Company and any person acting on its or their behalf (other than the Purchasers, as to whom the Company makes no representation) has complied with and will implement the "offering restrictions" within the meaning of such Rule 902;

(s) Assuming the accuracy of the representations and agreements of each of the Purchasers contained in Section 3 hereof, no registration of the Notes under the Act, and no qualification of an indenture under the Trust Indenture Act with respect thereto, is required for the offer, sale and initial resale of the Notes by the Purchasers in the manner contemplated by this Agreement;

(t) Within the preceding six months, except in connection with pollution control, industrial revenue, private activity or similar bonds or other securities issued by a governmental authority on behalf of the Company or any of its subsidiaries, neither the Company nor any other person acting on behalf of the Company has offered or sold to any person any Notes, or any securities of the same or a similar class as the Notes, other than Notes offered or sold to the Purchasers hereunder. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 of Regulation S under the Act) of any Notes or any such substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Company by the Representatives), is made under

restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act;

(u) PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its subsidiaries (including without limitation the financial statements contained or incorporated by reference into the Offering Memorandum), are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(v) The historical financial statements, together with related schedules and notes included or incorporated by reference in the Offering Memorandum, present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries on the basis stated in the Offering Memorandum at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with accounting principles generally accepted in the United States consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Memorandum (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company;

(w) The industry, statistical and market-related data included in the Offering Memorandum, to the Company's knowledge, are true and accurate in all material respects and are based on or derived from sources that the Company believes to be reliable and accurate;

(x) Neither the Company nor any of its subsidiaries has violated any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the Employee Retirement Income Security Act of 1974, as amended, or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, individually or in the aggregate, would not have a Material Adverse Effect;

(y) In the ordinary course of business, the Company and its subsidiaries conduct periodic reviews of the effect of Environmental Laws on their assets and operations, and, on the basis of such reviews, the Company has concluded that there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorization (as defined below in Section 1(aa)), any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect;

(z) There is no claim, cause of action, investigation or notice by any person or entity alleging potential liability (including, without limitation, alleged or potential liability or investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) of the Company or any of its subsidiaries arising out of, based on or resulting from (A) the presence or release into the environment of any Hazardous Material (as defined below in this paragraph) at any location, whether or not owned by the Company or any of its subsidiaries, as the case may be, or (B) any violation or alleged violation of any Environmental Law, which, in either case, would, individually or in the aggregate, have a Material Adverse Effect. The term "Hazardous Material" means (i) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) any "hazardous waste" as defined by the Resource Conservation and Recovery Act, as amended,
(iii) any petroleum or petroleum product, (iv) any polychlorinated biphenyl, and (v) any pollutant or contaminant or hazardous dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other law relating to protection of human health or the environment or imposing liability or standards of conduct concerning any such chemical material, waste or substance;

(aa) Each of the Company and its subsidiaries has such permits, licenses, consents, exemptions, franchises, authorizations and other approvals (each, an "Authorization") of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, individually or in the aggregate, have a Material Adverse Effect. Each such Authorization is valid and in full force and effect and each of the Company and its subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; except in each case where such failure to be valid and in full force and effect or to be in compliance or the occurrence of any such event would not, individually or in the aggregate, have a Material Adverse Effect;

(bb) There are no existing or, to the knowledge of the Company, imminent labor disputes or disturbances with employees of the Company or any of its subsidiaries which are likely, individually or in the aggregate, to have a Material Adverse Effect;

(cc) The Company and each of its subsidiaries are insured by insurers of nationally recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to

obtain similar coverage from similar insurers at a cost that would not have a Material Adverse Effect; and

(dd) All material tax returns required to be filed by the Company and each of its subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all such returns were true, correct and complete in all material respects, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges required to be paid by the Company or any of its subsidiaries have been paid, other than those being contested in good faith by appropriate proceedings and for which adequate reserves have been provided.

2. Purchase and Sale of the Notes. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.295% of the principal amount of the Notes, plus accrued interest, if any, from October 1, 2002 to the Time of Delivery hereunder, the principal amount of Notes set forth opposite the name of such Purchaser in Schedule I hereto.

3. Representations, Warranties and Covenants of the Purchasers. Upon the authorization by you of the release of the Notes, the several Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum and each Purchaser hereby, severally and not jointly, represents and warrants to, and agrees with the Company that:

(a) It will solicit offers only from, and offer and sell the Notes only (i) to persons who it reasonably believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A, (ii) to institutions which it reasonably believes are "accredited investors" ("Institutional Accredited Investors") within the meaning of Rule 501 under the Act or, (iii) upon the terms and conditions set forth in Annex I to this Agreement, in each case in accordance with the provisions set forth herein and in the Offering Memorandum;

(b) It is a QIB and an Institutional Accredited Investor; and

(c) It will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

4. Form and Delivery of the Notes; Closing. The Notes to be purchased by each Purchaser hereunder will be represented by one or more definitive global notes in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Notes to the Representatives for the account of each Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer, payable to the order of the Company in immediately available funds, by causing DTC to credit the Notes to the account of the Representatives at DTC. The Company will cause the certificates representing the Notes to be made available to the Representatives for checking at least twenty-four hours prior to the Time

of Delivery (as defined below) at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 10:00 a.m., Eastern time, on October 1, 2002 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery". Notes initially sold to Institutional Accredited Investors who are not QIBs will be issued in certificated form without interest coupons, registered in the name of the holder.

(a) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Notes and any additional documents requested by the Purchasers pursuant to Section 7(h) hereof, will be delivered at the Time of Delivery at the offices of Moore & Van Allen PLLC, 100 North Tryon Street, Suite 4700, Charlotte, North Carolina 28202-4003 (the "Closing Location"), and the Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location on the Business Day (as defined below) immediately preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Charlotte, North Carolina or New York, New York are generally authorized or obligated by law or executive order to close.

5. Covenants of the Company. The Company covenants and agrees with each of the Purchasers:

(a) To prepare the Offering Memorandum in a form approved by you; to make no amendment or any supplement to the Offering Memorandum which shall be disapproved by you promptly after reasonable notice thereof; and to furnish you with copies thereof not later than the second business day following the date of this Agreement;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) To furnish without charge the Purchasers with copies of the Offering Memorandum and each amendment or supplement thereto, in such quantities as you may from time to time reasonably request, and if, at any time prior to the completion of the initial placement of the Notes, any event shall have occurred as a result of which the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Memorandum is delivered, not misleading, or, if for any other reason

it shall be necessary or desirable during such same period to amend or supplement the Offering Memorandum, to notify you and upon your request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Offering Memorandum or a supplement to the Offering Memorandum which will correct such statement or omission or effect such compliance;

(d) During the period beginning from the date hereof and continuing until the date six months after the Time of Delivery, neither it, nor any of its subsidiaries, or other affiliates over which it exercises management or voting control, nor any person acting on its behalf will, without the prior written consent of the Representatives, directly or indirectly offer, sell, contract to sell or otherwise dispose of any securities of the same class as the Notes or any of its securities that are convertible into or exchangeable for securities of the same class as the Notes, other than the Exchange Notes;

(e) Not to be or become, at any time prior to the expiration of three years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(f) At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Notes, to furnish at its expense, upon request, to holders of Notes and prospective purchasers of securities information (the "Additional Issuer Information") satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

(g) To use its best efforts to cause the Notes to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc.;

(h) To make generally available to the record holders of the Notes within ninety days after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, within forty-five days after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Memorandum), to make available to such holders consolidated summary financial information of the Company and its consolidated subsidiaries for such quarter in reasonable detail;

(i) During a period of three years from the date of the Offering Memorandum, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which the Notes or any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to

its stockholders generally or to the Commission) to the extent such information does not constitute non-public information;

(j) During the period of two years after the Time of Delivery, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144 under the Act) to, resell any of the Notes which constitute "restricted securities" under Rule 144 that have been reacquired by any of them;

(k) To comply with all of its agreements and obligations set forth in the Exchange and Registration Rights Agreement;

(l) To use the net proceeds received by it from the sale of the Notes pursuant to this Agreement in the manner specified in the Offering Memorandum under the caption "Use of Proceeds;"

(m) That it will not, and will cause its affiliates not to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Act, such offer or sale would render invalid (for the purpose of
(i) the sale of the Notes by the Company to the Purchasers, (ii) the initial resale of the Notes by the Purchasers to subsequent purchasers or (iii) the initial resale of the Notes by such subsequent purchasers to others) the exemption from the registration requirements of the Act.

(n) Each certificate for a Note will bear the legend contained in "Notice to Investors" in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum.

The Representatives, on behalf of the several Purchasers, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

6. Payment of Fees and Expenses. The Company covenants and agrees with the several Purchasers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the issue of the Notes and all other expenses in connection with the preparation and printing of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing any Agreement among Purchasers, this Agreement, the Exchange and Registration Rights Agreement, the Indenture, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof; (iv) any fees charged by securities rating services for rating the Notes; (v) the cost of preparing the Notes; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (vii) any cost incurred in connection with the designation of the Notes for trading in PORTAL, if

so designated; (viii) any filing fees incident to the review by the National Association of Securities Dealers, Inc., if any, of the terms of the sale of the Notes or the Exchange Notes; (ix) all fees and expenses (including counsel) of the Company in connection with approval of the Notes and the Exchange Notes by DTC for "book-entry" transfer, (x) all out-of-pocket expenses that shall have been reasonably incurred by the Purchasers in connection with the proposed purchase and the offering and sale of the Notes, excluding fees and disbursements of counsel, but including without limitation reasonable printing expenses, travel expenses, postage and telephone charges, and (xi) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 6, and Sections 8 and 11 hereof, the Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers they may make.

7. Conditions to the Obligations of the Purchasers. The obligations of the Purchasers hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) Robinson, Bradshaw & Hinson, P.A., counsel for the Purchasers, shall have furnished to you such opinion or opinions, dated as of the date of the Time of Delivery, with respect to the matters covered in paragraphs (i) and (xv) of subsection (b) below, as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(b) Moore & Van Allen PLLC, counsel for the Company, shall have furnished to you their written opinion, dated as of the date of the Time of Delivery, in form and substance reasonably satisfactory to you, to the effect that:

(i) Each of the Company and its Significant Subsidiaries is validly existing as a corporation or partnership (as the case may be) in good standing under the laws of the state of its incorporation or organization, with power and authority (corporate or partnership and other) to own its properties and conduct its business as described in the Offering Memorandum;

(ii) The Company has an authorized capitalization as set forth in the Offering Memorandum under the caption "Capitalization"; and to such counsel's knowledge, all of the issued shares of capital stock of the Company and any of its Significant Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock or partnership interests of each Significant Subsidiary are, to such counsel's knowledge, beneficially owned by the Company subject to no security interest, other encumbrance or adverse claim;

(iii) To such counsel's knowledge, based on a representation of the Company, and other than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which (within the reasonable expectation of the Company and Moore & Van Allen PLLC) would, individually or in the aggregate, have a Material Adverse Effect; and, to such counsel's knowledge, no such proceedings are threatened by governmental authorities or others;

(iv) This Agreement has been duly authorized, executed and delivered by the Company;

(v) The Notes have been duly authorized and, at the Time of Delivery, when duly authenticated by the Trustee in the manner provided for in the Indenture and delivered by or on behalf of the Company and paid for by the Purchasers pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; and at the Time of Delivery, the Notes and the Indenture will conform in all material respects to the descriptions thereof in the Offering Memorandum;

(vi) Each of the Indenture and any indenture supplemental thereto relating to the offering of the Notes has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles;

(vii) The Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and subject to the qualifications and limitations set forth in such opinion, the obligation to pay Special Interest in the event of a Registration Default (as such terms are defined in the Exchange and Registration Rights Agreement) is a valid and binding obligation of the Company;

(viii) The Exchange Notes have been duly authorized and, when duly executed, authenticated by the Trustee, issued and delivered in accordance with the Indenture and the Exchange and Registration Rights Agreement, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture;

(ix) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes and the other Transaction Documents and the consummation of the Transactions will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a

default under, any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and in each case that is set forth on Schedule III hereto, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any existing United States of America federal or State of New York statute, regulation, rule or law to which the Company or any of its subsidiaries or any of their properties is subject or the General Corporation Law of the State of Delaware, except in each case for such conflicts, breaches, violations or defaults which would not individually or in the aggregate have a Material Adverse Effect;

(x) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties is required for the issue and sale of the Notes or the consummation by the Company of any of the Transactions, except for the filing of a registration statement by the Company with the Commission pursuant to the Act and the qualification of the Indenture under the Trust Indenture Act in connection with the Exchange and Registration Rights Agreement and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Act or the Trust Indenture Act or as may be required under state securities or Blue Sky laws in connection with the initial purchase and distribution of the Notes by the Purchasers, as to which they express no opinion;

(xi) The statements set forth in the Offering Memorandum under the captions "Description of Notes" and "Material United States Federal Income Tax Considerations," insofar as they constitute matters of law or summaries of legal matters, fairly summarize in all material respects such matters of law or legal matters;

(xii) The Exchange Act Reports (other than the financial statements and related notes and schedules thereto and the other financial and statistical date included in or derived or omitted therefrom, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder;

(xiii) Assuming the accuracy of, and compliance with, each Purchaser's representations, warranties and agreements and the representations, warranties and agreements of the Company in this Agreement as to matters relating to the absence of any general solicitation or the use of any general advertising materials in connection with the offering of the Notes, the nature of the offerees of the Notes and the accuracy of the representations, warranties and agreements made in accordance with the Offering Memorandum by purchasers to whom you initially resell the Notes, no registration of the Notes under the Act, and no qualification of an indenture under the Trust Indenture Act with respect thereto, is required for the

offer, sale and initial resale of the Notes by the Purchasers in the manner contemplated by this Agreement;

(xiv) The Company is not an "investment company," as such term is defined in the Investment Company Act; and

(xv) Such counsel shall further state that, while they have not independently verified the accuracy or completeness of the statements made or the information contained in the Offering Memorandum, and, while they are not passing upon and do not assume any responsibility for such statements or information, in the course of the preparation of the Offering Memorandum, they have participated in discussions with representatives of the Company and its independent accountants and your representatives, in which the business affairs of the Company and the contents of the Offering Memorandum were discussed, and that based upon the information gained in connection with the preparation of the Offering Memorandum and their participation in discussion referred to above, no facts have come to such counsel's attention that lead it to believe that (i) any of the Exchange Act Reports (other than the financial statements and notes and schedules thereto and the other financial and statistical data included in or derived or omitted therefrom, as to which such counsel need make no statement), when read together with the other information in the Offering Memorandum, as of the date of the Offering Memorandum and at the Time of Delivery, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Offering Memorandum (other than the financial statements and related notes and schedules thereto and the other financial and statistical data included or incorporated by reference in or derived or omitted therefrom or the Statement of Eligibility of the Trustee on Form T-1, as to which such counsel need make no statement) contained as of its date or contains at the Time of Delivery an untrue statement of a material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) On the date of the Offering Memorandum prior to the execution of this Agreement and also at the Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to you a letter or letters containing statements and information of the type ordinarily included in accountants' "comfort letters" to initial purchasers in an offering of securities similar to the Notes, delivered according to Statement of Auditing Standards Nos. 72 and 76 (or any successor bulletins), with respect to the audited and unaudited financial statements and certain financial information contained or incorporated by reference in the Offering Memorandum;

(d) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Offering Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or

governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum, and (ii) since the respective dates as of which information is given in the Offering Memorandum there shall not have been any change in the capital stock or material increase in the long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Offering Memorandum, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in this Agreement and in the Offering Memorandum;

(e) On or after the date hereof no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act;

(f) On or after the date hereof there shall not have occurred any of the following: (i) a material suspension or limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or North Carolina or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) a material adverse change in the financial markets in the United States or in international financial markets; (v) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (vi) the occurrence of any other calamity or crisis or any change in national or international financial, political or economic conditions, if the effect of any such event specified in clause (iv), (v) or (vi) in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum, as amended or supplemented;

(g) If requested by the Representatives, the Notes have been designated for trading on PORTAL;

(h) The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (d) and (e) of this Section and as to such other matters as you may reasonably request;

(i) The Company shall have executed and delivered the Exchange and Registration Rights Agreement;

If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, or upon the occurrence of any of the events in Section 7(d), (e) or (f), this Agreement may be terminated by the Purchasers by notice to the Company, which termination shall be without liability on the part of any party to any other party, except that Sections 6, 8 and 11 shall at all times be effective and shall survive such termination.

8. Indemnification.

(a) The Company will indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Purchaser for any reasonable legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum or the Offering Memorandum or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representatives expressly for use therein, and that the foregoing indemnity with respect to any Preliminary Offering Memorandum shall not inure to the benefit of any Purchaser (or to the benefit of any person controlling such Purchaser) from whom the person asserting any such losses, claims, damages or liabilities purchased Notes if such untrue statement or omission or alleged untrue statement or omission made in such Preliminary Offering Memorandum is eliminated or remedied in the Offering Memorandum (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) and if a copy of the Offering Memorandum (as so amended or supplemented, but excluding the documents incorporated by reference therein), shall not have been furnished to such person at or prior to the sale of such Notes to such person.

(b) Each Purchaser will severally, and not jointly, indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Memorandum or the Offering Memorandum or any

such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Representatives expressly for use therein; and will reimburse the Company for any reasonable legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve such indemnifying party from any liability which it may have to any indemnified party otherwise under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if the indemnified party has determined, in its reasonable judgment, that there may be one or more defenses available to the indemnified party which may be different from or additional to those available to the indemnifying party and that the existence of such different or additional defenses creates, in the reasonable judgment of such indemnified party, a conflict in connection with the joint representation of the indemnified party and the indemnifying party, then the indemnified party shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel for the indemnified party shall be paid by the indemnifying party; provided, however, that the indemnifying party shall only be obligated to pay the reasonable fees and expenses of a single law firm (and any reasonably necessary local counsel) employed by all of the indemnified parties unless any indemnified party has determined, in its reasonable judgment, that there may be one or more defenses available to it which may be different from or additional to those available to another indemnified party and that the existence of such different or additional defense creates, in its reasonable judgment, a conflict in connection with the joint representation of the indemnified parties, in which case the indemnifying party shall be obligated to pay the reasonable fees and expenses of a separate single law firm (and any reasonably necessary local counsel) employed by each such indemnified party to which such conflict relates. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an

unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Purchasers, in each case as set forth in the Offering Memorandum. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or the Purchasers on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total offering price at which the Notes underwritten and resold by it exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Purchasers' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Act; and the obligations of the Purchasers under this Section 8 shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

9. (a) If any Purchaser shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Notes, or the Company notifies you that it has so arranged for the purchase of such Notes, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Notes of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Company, except for the expenses to be borne by the Company and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

10. Notwithstanding anything to the contrary contained herein, the respective indemnities, agreements, representations, warranties, covenants and other statements of the Company and the several Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Purchaser or any controlling person of any Purchaser, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Notes.

11. If this Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Purchaser except as provided in Sections 6 and 8 hereof; but, if for any other reason, the Notes are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Purchasers through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations for the purchase, sale and delivery of the Notes, but the Company shall then be under no further liability to any Purchaser except as provided in Sections 6 and 8 hereof.

12. In all dealings hereunder, you shall act on behalf of each of the Purchasers, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Purchaser made or given by you jointly or by either of you as the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives in care of Banc of America Securities LLC, 100 North Tryon Street, 8th Floor, Charlotte, North Carolina 28255, Attention: Transaction Management, Facsimile: (704) 388-9939 or Wachovia Securities, Inc., One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, Attention: Laurie Watts, Facsimile: (704) 383-0353; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Offering Memorandum, Attention: Chief Financial Officer; provided, however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Purchaser at its address set forth on Schedule I hereto. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Notes from any Purchaser shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.

16. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

17. The Company is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, without the Purchasers imposing any limitation of any kind.

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon such execution hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

[Remainder of page intentionally left blank.]

Very truly yours,

Nucor Corporation

By: ___________________________
Name:
Title:

Accepted as of the date hereof:
Banc of America Securities LLC
Wachovia Securities, Inc.
As Representatives on behalf of each of the Purchasers

Banc of America Securities LLC

By: ___________________________________ Name:
Title:

Wachovia Securities, Inc.

By: ___________________________________ Name:
Title:

Schedule I

                                                                             Principal
                                                                             Amount of
                                                                            Notes to be
                               Purchaser                                     Purchased
                               ---------                                     ---------
Banc of America Securities LLC ..........................................  $ 143,500,000
100 North Tryon Street, 8th Floor
Charlotte, North Carolina 28255

Wachovia Securities, Inc ................................................    143,500,000
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Banc One Capital Markets, Inc. ..........................................     28,000,000
Corporate Securities Structuring
1 Banc One Plaza
Chicago, IL 60670

CIBC World Markets Corp. ................................................     21,000,000
8th Floor, 200 Liberty Street
New York, NY 10281

BNY Capital Markets, Inc. ...............................................     14,000,000
Debt Capital Markets
One Wall Street, 18th Floor
New York, NY 10286

                                                                           -------------
                  Total                                                    $ 350,000,000
                                                                           =============

S-1

Schedule II

Significant Subsidiaries

Nucor Yamato Steel Company (Limited Partnership)

S-2

Schedule III

1. $175 Million Aggregate Principal Amount of 6% Notes Due 2009.

2. Nucor Corporation Industrial Revenue (and similar) Bonds as set forth in the Offering Memorandum and reflected in the financial statements included in the Offering Memorandum.

3. The definitive agreement for the acquisition by Nucor Corporation of substantially all the assets of Birmingham Steel Corporation for $615 million in cash.

S-3

ANNEX I

Each Purchaser hereby, severally and not jointly, represents and warrants to, and agrees with, the Company, pursuant to Section 3(a)(iii) of the Purchase Agreement to which this Annex I is attached, as follows:

(1) The Notes have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (other than a distributor) except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes pursuant hereto and the Time of Delivery, in accordance with Rule 903 of Regulation S or Rule 144A under the Act or pursuant to Paragraph 2 of this Annex I. Accordingly, each Purchaser agrees that neither it, its affiliates (as defined in Regulation D under the Act) nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of a sale of Notes (other than a sale pursuant to Paragraph 2 of this Annex I), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during such 40-day restricted period a confirmation or notice to substantially the following effect:

"The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Notes were first offered to persons other than "distributors" (as defined in Regulation S) in reliance upon Regulation S and the closing date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A), and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings given to them in Regulation S."

Terms used in this paragraph have the meanings given to them by Regulation S.

Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Notes, except with its affiliates or with the prior written consent of the Company.

(2) Notwithstanding the foregoing, Notes in registered form may be offered, sold and delivered by the Purchasers in the United States and to U.S. persons pursuant to Section 3(a)(i) and (ii) of this Agreement without delivery of the written statement required by Paragraph (1) above.

(3) Each Purchaser further represents, warrants and agrees that (i) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell

Annex I-1

any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(4) Each Purchaser agrees that it will not acquire, offer, sell or deliver any of the Notes or have in its possession or distribute the Offering Memorandum or any other offering or publicity material relating to the Notes in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws and regulations thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Notes in such jurisdictions. Each Purchaser understands that no action has been or will be taken by the Company to permit a public offering, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Notes, in any jurisdiction outside the United States where action would be required for such purpose. Each Purchaser agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Notes, except in any such case with the express written consent of the Representatives and then only at its own risk and expense.

Annex I-2

EXHIBIT 4.1

NUCOR CORPORATION

THE BANK OF NEW YORK
as Trustee

INDENTURE

Dated as of January 12, 1999

Providing for issuance of Debt Securities

NUCOR CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture dated as of January 12, 1999

Trust Indenture                                                   Indenture
  Act Section                                                      Section
---------------                                                  -----------

(S)310(a)(1) ..................................................   5.03, 8.09
      (a)(2) ..................................................   8.09
      (a)(3) ..................................................   Not Applicable
      (a)(4) ..................................................   Not Applicable
      (b) .....................................................   8.08
(S)311(a) .....................................................   8.13
      (b) .....................................................   8.13
      (b)(2) ..................................................   6.04(a)(2)
          .....................................................   6.04(b)
(S)312(a) .....................................................   6.01
          .....................................................   6.02(a)
      (b) .....................................................   6.02(b)
      (c) .....................................................   6.02(c)
(S)313(a) .....................................................   6.03(a)
      (b) .....................................................   6.03(a)
      (c) .....................................................   6.03(a)
      (d) .....................................................   6.03(b)
(S)314(a) .....................................................   6.04
      (b) .....................................................   Not Applicable
      (c)(1) ..................................................   15.05
      (c)(2) ..................................................   15.05
      (c)(3) ..................................................   Not Applicable
      (d) .....................................................   Not Applicable
      (e) .....................................................   15.05
(S)315(a) .....................................................   8.01
      (b) .....................................................   7.08
          .....................................................   6.04(a)(6)
      (c) .....................................................   8.01
      (d) .....................................................   8.01
      (d)(1) ..................................................   8.01(a)
      (d)(2) ..................................................   8.01(b)
      (d)(3) ..................................................   8.01(c)

      (e) .....................................................   7.09
(S)316(a) .....................................................   1.01
      (a)(1)(A) ...............................................   7.07
      (a)(1)(B) ...............................................   7.01
          .....................................................   7.07
      (a)(2) ..................................................   Not Applicable
      (b) .....................................................   7.04
      (c) .....................................................   10.04
(S)317(a)(1) ..................................................   7.02
      (a)(2) ..................................................   7.02
      (b) .....................................................   5.04
(S)318(a) .....................................................   15.07

__________

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

                                                                                             Page
ARTICLE ONE DEFINITIONS. ...................................................................    1
     Section 1.01.  Definitions. ...........................................................    1

ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES. ...    7
     Section 2.01.  Issuable in Series: Unlimited Aggregate Principal Amount. ..............    7
     Section 2.02.  Documents Required for Issuance of Each Series of Debt Securities. .....    7
     Section 2.03.  Denominations: Certificate of Authentication. ..........................   11
     Section 2.04.  Execution of Debt Securities. ..........................................   11
     Section 2.05.  Exchange and Registration of Transfer of Debt Securities. ..............   12
     Section 2.06.  Mutilated, Destroyed, Lost or Stolen Debt Securities. ..................   13
     Section 2.07.  Temporary Debt Securities. .............................................   13
     Section 2.08.  Cancellation of Debt Securities Paid, Etc. .............................   14
     Section 2.09.  Debt Securities to be Treated Equally. .................................   14
     Section 2.10.  Computation of Interest. ...............................................   14
     Section 2.11.  Global Debt Securities; Depositary. ....................................   14
     Section 2.12.  CUSIP Numbers. .........................................................   17

ARTICLE THREE SINKING FUNDS. ...............................................................   18
     Section 3.01.  Applicability of Article. ..............................................   18
     Section 3.02.  Satisfaction of Sinking Fund Payments with Debt Securities. ............   18
     Section 3.03.  Redemption of Debt Securities for Sinking Fund. ........................   18

ARTICLE FOUR REDEMPTION OF DEBT SECURITIES. ................................................   20
     Section 4.01.  Applicability of Article. ..............................................   20
     Section 4.02.  Notice of Redemption; Selection of Debt Securities. ....................   20
     Section 4.03.  Payment of Debt Securities Called for Redemption. ......................   21

ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY. ..........................................   22
     Section 5.01.  Payment of Principal, Premium and Interest. ............................   22
     Section 5.02.  Office for Notices and Payments, Etc. ..................................   22
     Section 5.03.  Appointments to Fill Vacancies in Trustee's Office. ....................   22
     Section 5.04.  Provision as to Paying Agent. ..........................................   22
     Section 5.05.  Secured Indebtedness of the Company and Restricted Subsidiaries. .......   23
     Section 5.06.  Sale and Leaseback Transactions. .......................................   25
     Section 5.07.  Waiver of Covenants. ...................................................   26
     Section 5.08.  Certificate to Trustee. ................................................   26

ARTICLE SIX HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE. .....................   28
     Section 6.01.  Company to Furnish Holders' Lists to Trustee. ..........................   28
     Section 6.02.  Preservation of Information: Communications to Holders. ................   28

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     Section 6.03.  Reports by the Trustee. .....................................................  29
     Section 6.04.  Reports by the Company. .....................................................  29

ARTICLE SEVEN  REMEDIES OF THE TRUSTEE AND DEBT SECURITY HOLDERS UPON EVENTS OF DEFAULT. ........  30
     Section 7.01.  Events of Default. ..........................................................  30
     Section 7.02.  Payment of Applicable Debt Securities on Default; Suit Therefor. ............  32
     Section 7.03.  Application of Money Collected by Trustee. ..................................  34
     Section 7.04.  Proceedings by Debt Security Holders. .......................................  35
     Section 7.05.  Proceedings by Trustee. .....................................................  35
     Section 7.06.  Remedies Cumulative and Continuing. .........................................  36
     Section 7.07.  Direction of Proceedings and Waiver of Defaults by Majority of Holders. .....  36
     Section 7.08.  Notice of Defaults. .........................................................  37
     Section 7.09.  No Undertaking to Pay Costs. ................................................  37

ARTICLE EIGHT  CONCERNING THE TRUSTEE. ..........................................................  38
     Section 8.01.  Duties and Responsibilities of Trustee. .....................................  38
     Section 8.02.  Reliance on Documents, Opinions, Etc. .......................................  39
     Section 8.03.  Responsibility for Recitals, Etc. ...........................................  40
     Section 8.04.  Trustee, Paying Agent or Debt Security Registrar May Own Debt
                       Securities. ..............................................................  40
     Section 8.05.  Money to Be Held in Trust. ..................................................  40
     Section 8.06.  Compensation and Expenses of Trustee. .......................................  40
     Section 8.07.  Officer's Certificate as Evidence. ..........................................  41
     Section 8.08.  Disqualification: Conflicting Interests. ....................................  41
     Section 8.09.  Eligibility of Trustee. .....................................................  41
     Section 8.10.  Resignation or Removal of Trustee. ..........................................  42
     Section 8.11.  Acceptance by Successor Trustee. ............................................  43
     Section 8.12.  Succession by Merger Etc. ...................................................  44
     Section 8.13.  Preferential Collection of Claims Against the Company. ......................  45

ARTICLE NINE  CONCERNING THE HOLDERS. ...........................................................  46
     Section 9.01.  Action by Holders. ..........................................................  46
     Section 9.02.  Proof of Execution by Holders. ..............................................  46
     Section 9.03.  Who Deemed Absolute Owners. .................................................  46
     Section 9.04.  Company-Owned Debt Securities Disregarded. ..................................  47
     Section 9.05.  Revocation of Consents; Future Holders Bound. ...............................  47

ARTICLE TEN  HOLDERS' MEETINGS. .................................................................  48
     Section 10.01.  Purposes of Meetings. ......................................................  48
     Section 10.02.  Call of Meetings by Trustee. ...............................................  48
     Section 10.03.  Call of Meetings by Company or Holders. ....................................  48
     Section 10.04.  Record Dates for Certain Actions. ..........................................  48
     Section 10.05.  Qualifications for Voting. .................................................  49
     Section 10.06.  Regulations. ...............................................................  49
     Section 10.07.  Voting. ....................................................................  50

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ARTICLE ELEVEN  SUPPLEMENTAL INDENTURES. .........................................................  51
     Section 11.01.  Supplemental Indentures without Consent of Holders. .........................  51
     Section 11.02.  Supplemental Indentures with Consent of Holders. ............................  52
     Section 11.03.  Effect of Supplemental Indentures. ..........................................  53
     Section 11.04.  Notation on Debt Securities. ................................................  53
     Section 11.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished
                       Trustee. ..................................................................  53

ARTICLE TWELVE  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER. ...................................  54
     Section 12.01.  Company May Consolidate, Etc., Only on Certain Terms. .......................  54
     Section 12.02.  Successor Corporation Substituted. ..........................................  54

ARTICLE THIRTEEN  SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS. ..................  55
     Section 13.01.  Satisfaction and Discharge of Indenture. ....................................  55
     Section 13.02.  Defeasance Upon Deposit of Money, U.S. Government Obligations or
                       Eligible Obligations. .....................................................  55
     Section 13.03.  Deposited Money, U.S. Government Obligations and Eligible Obligations
                       to Be Held in Trust by Trustee. ...........................................  57
     Section 13.04.  Paying Agent to Repay Money Held. ...........................................  57
     Section 13.05.  Return of Unclaimed Amounts. ................................................  57

ARTICLE FOURTEEN  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS, AND
                EMPLOYEES. .......................................................................  58
     Section 14.01.  Indenture and Debt Securities Solely Corporate Obligations. .................  58

ARTICLE FIFTEEN  MISCELLANEOUS PROVISIONS. .......................................................  59
     Section 15.01.  Provisions Binding on Company's Successors. .................................  59
     Section 15.02.  Official Acts by Successor Corporation. .....................................  59
     Section 15.03.  Addresses for Notices, Etc. .................................................  59
     Section 15.04.  Governing Law. ..............................................................  59
     Section 15.05.  Officer's Certificates and Opinions of Counsel. .............................  59
     Section 15.06.  Legal Holidays. .............................................................  60
     Section 15.07.  Trust Indenture Act to Control. .............................................  60
     Section 15.08.  Debt Securities Controlling in the Event of Inconsistencies Between
                       Indenture and Debt Securities. ............................................  60
     Section 15.09.  Table of Contents, Headings, Etc. ...........................................  60
     Section 15.10.  Execution in Counterparts. ..................................................  60

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THIS INDENTURE, dated as of January 12, 1999, from NUCOR CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), to THE BANK OF NEW YORK, a New York banking corporation authorized to accept and execute trusts, as trustee (hereinafter called the "Trustee"),

WITNESSETH:

WHEREAS, the Company is empowered to borrow money for its corporate purposes and to issue its Debt Securities (as hereinafter defined);

WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes Debt Securities, unlimited as to principal amount, and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Debt Securities in one or more series, bearing such rates of interest, if any, maturing at such time or times and having such other provisions as shall be fixed as hereinafter provided; and

WHEREAS, the Company by due corporate action has determined to execute and deliver an indenture in the form of this Indenture, and all things necessary to make this Indenture a legal, valid, binding and enforceable agreement have been done and performed;

NOW, THEREFORE, THIS INDENTURE WITNESSETH that in consideration of the premises and of the acceptance and purchase of the Debt Securities by the Holders thereof (as hereinafter defined), the Company covenants and agrees with the Trustee, for the benefit of all Holders of the Debt Securities or series thereof, as follows:

ARTICLE ONE

DEFINITIONS.

Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933 (except ac herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force as of the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles at the time of determination of such terms.

Agent Member. The term "Agent Member" shall have the meaning specified in Section 2.11.

Applicable Debt Securities. The term "Applicable Debt Securities" shall have the meaning specified in Section 7.01.

Attributable Debt. The term "Attributable Debt" shall mean the present value (discounted in accordance with a method of discounting which for financial reporting purposes is consistent with generally accepted accounting principles but at a discount rate of not less than 10% per annum, compounded annually) of the rental payments during the remaining term of any Sale and Leaseback Transaction for which the lessee is obligated (including any period for which such lease has been extended). Such rental payments shall not include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and for contingent rents (such as those based on sales). In case of any Sale and Leaseback Transaction which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

Board of Directors. The term "Board of Directors" shall mean the Board of Directors of the Company or any committee of such Board or any committee of officers of the Company duly authorized to take any action hereunder.

Certified Resolutions or Board Resolutions. The terms "Certified Resolutions" or "Board Resolutions" shall mean a copy delivered to the Trustee of a resolution of the Board of Directors certified by the Secretary or any Assistant Secretary of the Company to have been duly adopted and to be in full force and effect on the date of such certification. Where any provision of this Indenture refers to action to be taken pursuant to a Certified Resolution or a Board Resolution, such action may be taken by any committee, officer or employee of the Company authorized to take such action by a Board Resolution. Each reference herein to a Certified Resolution which establishes or sets the terms or form of any series of or particular Debt Securities, and each reference herein to a Certified Resolution given or delivered pursuant to Section 2.02 hereof, shall also be deemed to be a reference to a Financial Order if such Financial Order is delivered pursuant to Section 2.02 in lieu of delivery thereunder of a Certified Resolution.

Company. The term "Company" shall mean NUCOR CORPORATION, a Delaware corporation, and, subject to the provisions of Article Twelve, shall mean its successors and assigns.

Consolidated Net Tangible Assets. The term "Consolidated Net Tangible Assets" shall mean the aggregate amount of assets alter deducting therefrom (a) all current liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth in the most recent consolidated balance sheet of the Company and its Subsidiaries.

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Debt Securities; Outstanding. The term "Debt Securities" shall mean any notes, bonds, debentures, or any other evidences of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture.

The term "outstanding" or "Outstanding", when used with reference to Debt Securities, shall, subject to the provisions of Section 9.04, mean all Debt Securities theretofore authenticated and delivered by the Trustee under this Indenture, except:

(a) Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Debt Securities, or portions thereof, for the payment or redemption of which money in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), provided that if such Debt Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article Four, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Debt Securities in lieu of or in exchange and substitution for which other Debt Securities shall have been authenticated and delivered, or which have been paid, pursuant to the terms of Section 2.06.

Depositary. The term "Depositary" shall have the meaning specified in
Section 2.11.

Eligible Obligations. The term "Eligible Obligations" shall mean obligations as a result of the deposit of which (along with the simultaneous deposit, if any, of money and/or U.S. Government Obligations) the relevant series of Debt Securities are rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.

Event of Default. The term "Event of Default" shall have the meaning specified in Section 7.01.

Financial Order. The term "Financial Order" shall mean a written order signed by the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Company and delivered to the Trustee. Each reference herein to a Certified Resolution which establishes or sets the terms or form of any series of or particular Debt Securities, and each reference herein to a Certified Resolution given or delivered pursuant to Section 2.02 hereof, shall also be deemed to be a reference to a Financial Order as defined in the preceding sentence if such Financial Order is delivered pursuant to Section 2.02 in lieu of delivery thereunder of a Certified Resolution.

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Funded Debt. The term "Funded Debt" shall mean (a) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months from such date but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower and (b) any indebtedness for borrowed money which may be payable from the proceeds under or pursuant to an agreement to provide borrowings with a maturity of more than 12 months from the date as of which the amount thereof is to be determined.

Global Debt Securities. The term "Global Debt Securities" shall have the meaning specified in Section 2.11.

Holder. The terms "Holder", "Holder of Debt Securities", or other similar terms, shall mean any Person' in whose name at the time a particular Debt Security is registered on the register kept for that purpose in accordance with the terms hereof.

Indebtedness. The term "Indebtedness" of any corporation or other Person shall mean all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by such corporation or other Person or for which such corporation or other Person is otherwise responsible or liable.

Indenture. The term "Indenture" shall mean this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

Lien. The term "Lien" shall mean any mortgage, pledge, security interest, lien or other similar encumbrance.

Officer's Certificate. The term "Officer's Certificate" shall mean a certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Company and delivered to the Trustee.

Opinion of Counsel. The term "Opinion of Counsel" shall mean a written opinion of counsel, who may be an employee of or counsel to the Company.

Person. The term "Person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock or other company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Principal Office of the Trustee. The term "Principal Office of the Trustee", or other similar term, shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered.

Principal Property. The term "Principal Property" shall mean (A) any manufacturing plant located in the United States, or manufacturing equipment located in any such manufacturing plant (together with the land on which such plant is erected and

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fixtures comprising a part thereof), owned or leased on the first date on which a Debt Security is authenticated by the Trustee or thereafter acquired or leased by the Company or any Restricted Subsidiary, and (B) any Shares issued by, or any interest of the Company or any Subsidiary in, any Restricted Subsidiary, other than (i) any property or Shares or interests the book value of which is less than 1% of Consolidated Net Tangible Assets, or (ii) any property or Shares or interests which the board of directors of the Company determines is not of material importance to the total business conducted, or assets owned, by the Company and its Subsidiaries, as an entirety, or (iii) any portion of any property which the board of directors of the Company determines not to be of material importance to the use or operation of such property. "Manufacturing plant" does not include any plant owned or leased jointly or in common with one or more Persons other than the Company and its Restricted Subsidiaries in which the aggregate direct or indirect interest of the Company and its Restricted Subsidiaries does not exceed fifty percent (50%). "Manufacturing equipment" means manufacturing equipment in such manufacturing plants used directly in the production of the Company's or any Restricted Subsidiary's products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of the Company's or any Restricted Subsidiary's products.

Responsible Officer. The term "Responsible Officer", when used with respect to the Trustee, shall mean any officer within the corporate trust department of the Trustee, including any vice president, any assistant vice president, the secretary, any assistant secretary, assistant treasurer, trust officer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom corporate trust matters are referred because of his or her knowledge of and familiarity with the particular subject.

Restricted Subsidiary. The term "Restricted Subsidiary" shall mean any Subsidiary substantially all the property of which is located within the United States, other than a Subsidiary primarily engaged in investing in and/or financing the Company's or any Subsidiary's or affiliate's operations outside the United States.

Sale and Leaseback Transaction. The term "Sale and Leaseback Transaction" shall mean any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or any Restricted Subsidiary, whether such Principal Property is now owned or hereafter acquired (except for leases for a term of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and except for leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operation of such property), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person.

Secured Indebtedness. The term "Secured Indebtedness" of any corporation or other Person shall mean Indebtedness secured by any Lien upon property (including

-5-

Shares or Indebtedness issued by or other ownership interests in any Restricted Subsidiary) owned by the Company or any Restricted Subsidiary.

Shares. The term "Shares" shall mean as to any corporation all the issued and outstanding equity shares (except for directors' qualifying shares) of such corporation.

Subsidiary. The term "Subsidiary" shall mean an entity more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, "voting interest" in an entity means any equity interest which ordinarily has voting power for the election of directors or their equivalent.

Trustee. The term "Trustee" shall mean The Bank of New York, a New York banking corporation authorized to accept and execute trusts, and, subject to the provisions of Article Eight hereof, shall mean its successors and assigns as Trustee hereunder.

Trust Indenture Act of 1939. The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of 1939 as it was in force as of the date of this Indenture, except as provided in Article Eleven, and except in the event the Trust Indenture Act of 1939 is amended after such date, the term "Trust Indenture Act of 1939" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

U.S. Government Obligations. The term "U.S. Government Obligations" shall mean securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation he'd by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

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ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF DEBT SECURITIES.

Section 2.01. Issuable in Series: Unlimited Aggregate Principal Amount. The aggregate principal amount of Debt Securities that may be issued by the Company and authenticated and delivered under this Indenture is unlimited. The Debt Securities may, at the election of and as authorized by the Board of Directors to be evidenced by a Board Resolution, be issued in one or more series, and shall be designated generally as debentures, notes, bonds and other evidence of indebtedness, as the case may be, with such further particular designations added or incorporated in such title for the Debt Securities of any particular series as the Board of Directors may determine as provided in Section
2.02. Each Debt Security shall bear upon the face thereof the designation so selected for the series to which it belongs and shall be dated the date of its authentication. All Debt Securities of any one series shall be substantially identical in form except as may otherwise be provided in the Certified Resolution or in an indenture supplemental hereto provided to the Trustee pursuant to Section 2.02.

Section 2.02. Documents Required for Issuance of Each Series of Debt Securities. At any time, and from time to time, after the execution of this Indenture, Debt Securities of each of the series created pursuant to the provisions hereof may be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to, or upon the order of, the Company upon receipt by the Trustee of:

(A) a Certified Resolution, a Financial Order, or an indenture supplemental hereto, setting forth

(i) the following terms with respect to the particular series of Debt Securities to be authenticated and delivered by the Trustee:

(a) designation to the extent applicable;

(b) date;

(d) interest rate or rates or the method of determining such rate or rates, if any, and modifications to Section 2.10 hereof, if any;

(e) interest payment dates, if any;

(f) the place or places for the payment of principal and for the payment of interest, if any;

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(g) denominations;

(h) limitation upon the aggregate principal amount of Debt Securities of the particular series which may be issued, if any (except for Debt Securities issued pursuant to Sections 2.05, 2.06, 2.07 and 4.03);

(i) provisions, if any, for the payment of principal, premium or interest, without deduction for taxes, assessments or governmental charges, or for reimbursement of taxes, assessments or governmental charges in case of payment by the holders;

(j) provisions, if any, reserving to the Company the right, or obligating the Company at the option of the holder thereof, to redeem all or any part of the Debt Securities of the particular series before maturity at such time or times, upon such notice, at such redemption price or prices (together with accrued interest to the date of redemption) and upon such other terms (which terms may be in addition to, in substitution for, in subtraction from or in modification of (or any combination of the foregoing) the provisions of this Indenture with respect to redemption of Debt Securities) as may be specified in the respective forms of Debt Securities;

(k) provisions, if any, for any sinking, purchase or analogous fund with respect to the Debt Securities of the particular series, which provisions may be in addition to, in substitution for, in subtraction from or in modification of (or any combination of the foregoing) the provisions of this Indenture with respect to sinking, purchase or analogous funds;

(l) provisions, if any, for the issuance of Debt Securities bearing no interest or to be sold at a premium or with an original issue discount and provisions, if any, for the determination of the portion or portions of any Debt Securities of a series sold at a discount that shall be required for any request, demand, authorization, notice, direction, consent or waiver

(m) Events of Default with respect to the Debt Securities of a particular series, which Events of Default may be in addition to, in substitution for, in subtraction from or in modification of (or any combination of the foregoing) the Events of Default provided in Section 7.01, and the remedies with respect thereto;

-8-

(n) provisions, if any, for the Debt Securities of a particular series to be denominated, and payments thereon to be made, in currencies other than the U.S. dollar or in units based on or relating to such other currencies (including European currency units);

(o) provisions, if any, for the defeasance of Debt Securities of a particular series (including provisions permitting defeasance of less than all Debt Securities of a particular series), which provisions may be in addition to, in substitution for, in subtraction from, or in modification of (or any combination of the foregoing) the provisions of Article Thirteen;

(p) covenants, if any, with respect to the Debt Securities of a particular series, which covenants may be in addition to, in substitution for, in subtraction from or modification of (or any combination of the foregoing) the covenants set forth in Sections 5.05 and 5.06;

(q) whether the Debt Securities of a particular series shall be issued in whole or in part in the form of one or more Global Debt Securities and, in any such case,
(i) the Depositary for such Global Debt Security or Global Debt Securities and (ii) the circumstances under which any such Global Debt Security may be registered in the name of, and under which any transfer of such Global Debt Security may be registered in the name of, any Person other than such Depositary or its nominee, if other than as set forth in Section 2.11; and

(r) any other provisions expressing or referring to the terms and conditions upon which the Debt Securities of that series are to be issued under this Indenture which are permitted to be set forth in a Certified Resolution pursuant to this Section 2.02(A) or an indenture supplemental hereto or which are not in conflict with the provisions of this Indenture; and

(ii) the form of such series of Debt Securities;

(B) an Officer's Certificate dated the date of authentication and delivery of such series of Debt Securities stating that the resolutions of the Board of Directors authorizing the execution, authentication and delivery of (i) this Indenture, (ii) the Debt Securities, and (iii) the Financial Order (if any), are in full force and effect as of the date thereof;

(C) either (i) a certificate or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the

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time having jurisdiction in the premises, together with an Opinion of Counsel that the Trustee is entitled to rely thereon and that the authorization, approval or consent of no other governmental body is required, or (ii) an Opinion of Counsel that no authorization, approval or consent of any governmental body is required;

(D) an Opinion of Counsel that all instruments furnished the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver the Debt Securities then applied for; that all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Debt Securities applied for have been complied with and the Company is duly entitled to the authentication and delivery of such Debt Securities in accordance with the provisions of this Indenture; that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture, if any, and the execution and delivery by the Company of the Debt Securities then applied for have been complied with; that the Company has corporate power to issue such Debt Securities and has duly taken all necessary corporate action for those purposes; that the Debt Securities then applied for, when issued, will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and that the Debt Securities of the series then applied for, when issued, will be entitled to the benefits of this Indenture, equally and ratably with all other Debt Securities of such series theretofore issued and then Outstanding;

(E) an Officer's Certificate stating that the Company is not in default under this Indenture and that the issuance of the additional Debt Securities applied for will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Company's certificate of incorporation or by-laws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Company is a party or by which it may be bound or to which it may be subject; and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the additional Debt Securities applied for have been compiled with; and

(F) a written order of the Company, signed by the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer of the Company, directing the Trustee to authenticate and deliver Debt Securities as provided therein.

If all of the Debt Securities of a series are not to be issued at one time, a Financial Order or Orders may establish such series and may set forth procedures for the issuance of such Debt Securities and determining the terms and form of particular Debt Securities of such series.

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If all Debt Securities of a series are not to be issued at any one time, it shall not be necessary to deliver the Certified Resolution, Officer's Certificates and Opinions of Counsel provided for in this Section 2.02 at the time of issuance of each Debt Security of such series if instead such documents are delivered at or prior to the time of issuance of the first Debt Security of such series.

Section 2.03. Denominations: Certificate of Authentication. The Debt Securities shall be issuable only as registered securities without coupons (subject to Section 11.01(d)) in such denominations as shall be specified as contemplated by Section 2.02, provided that in the absence of such specifications with regard to any series of the Debt Securities, the Debt Securities of such series shall be issuable in denominations of $1,000 or any integral multiple thereof. The Debt Securities shall be dated the date of authentication.

The Trustee's certificate of authentication on all Debt Securities shall be in substantially the following form:

Trustee's Certificate of Authentication

This [note, bond, debenture or other evidence of indebtedness] is one of the series of Debt Securities referred to in the within-mentioned Indenture.

The Bank of New York, as Trustee

By_________________________ Authorized Signatory

Section 2.04. Execution of Debt Securities. The Debt Securities shall be signed manually or in facsimile in the name and on behalf of the Company by the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, the Chief Financial Officer or the Treasurer. Only such Debt Securities as shall bear a certificate of authentication substantially in the form provided in Section 2.03, executed manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder.

In case any officer of the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though

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the Person who signed such Debt Securities had not ceased to be an officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such Person was not such an officer.

Section 2.05. Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of other authorized denominations of the same series, tenor and date of maturity. Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company for such purpose, as provided in
Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Holder making the exchange shall be entitled to receive.

The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency, a register in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, shall register Debt Securities and shall register the transfer of Debt Securities as in this Article Two provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series, tenor and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar.

All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the Holder or his attorney duly authorized in writing.

No service charge shall be made for any exchange or registration or transfer of Debt Securities, but the Company or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.

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Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its request the Trustee shall authenticate and deliver, a new Debt Security of the same series, tenor and date of maturity in the same principal amount, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt Security shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the ownership thereof.

The Trustee shall authenticate any such substituted Debt Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. In case any Debt Security which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (upon surrender thereof in the case of a mutilated Debt Security) if the applicant for such payment shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Debt Security and of the ownership thereof.

Every substituted Debt Security of any series issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Debt Security of such series is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security of such series shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of such series duly issued hereunder. All Debt Securities of any series shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities of such series and shall preclude any and all other rights or remedies, notwithstanding (to the extent permitted by applicable law) any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.07. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company may execute and the Trustee shall authenticate and deliver temporary Debt Securities of such series (printed, lithographed or otherwise produced). Temporary Debt Securities shall be issuable in any authorized denomination and substantially in the form of the definitive Debt Securities, but with

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such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Company and the Trustee. Every such temporary Debt Security shall be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the definitive Debt Securities. Without unreasonable delay the Company will cause to be prepared, and will execute and deliver to the Trustee, definitive Debt Securities of such series, whereupon any or all temporary Debt Securities of such series and tenor may be surrendered in exchange therefor at the office or agency of the Company, and the Trustee shall authenticate and deliver in exchange for such temporary Debt Securities an equal aggregate principal amount of definitive Debt Securities of the same series, tenor and date of maturity. Such exchange shall be made by the Company at its own expense and without any charge therefor except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Until so exchanged, the temporary Debt Securities of any series and tenor shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series and tenor authenticated and delivered hereunder.

Section 2.08. Cancellation of Debt Securities Paid, Etc. All Debt Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any paying agent or any Debt Security registrar, be surrendered to the Trustee for cancellation and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of the Indenture. The Trustee shall dispose of cancelled Debt Securities and deliver a certificate of such disposition to the Company or the Trustee may deliver such cancelled Debt Securities to the Company. If the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation.

Section 2.09. Debt Securities to be Treated Equally. All Debt Securities of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time or times of the authentication and delivery or maturity of the Debt Securities of such series.

Section 2.10. Computation of Interest. Unless otherwise provided in the Certified Resolution or one or more indentures supplemental hereto setting forth the terms on any series of Debt Securities, interest on the Debt Securities of such series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 2.11. Global Debt Securities; Depositary. For the purposes of this Indenture, the term "Agent Member" shall mean a member of, or participant in, a Depositary; the term "Depositary" shall mean, with respect to Debt Securities issuable or issued in whole or in part in the form of one or more Global Debt Securities, the clearing agency registered under the Securities Exchange Act of 1934 designated as Depositary in

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a Certified Resolution, or in an indenture supplemental hereto, pursuant to
Section 2.02, and if at any time there is more than one such agency, "Depositary" as used with respect to the Debt Securities shall mean the respective Depositary with respect to a particular series of Debt Securities; and the term "Global Debt Security" shall mean a global certificate evidencing all or part of the series of Debt Securities, executed by the Company, authenticated by the Trustee and issued to the Depositary for the series or such portion of the series, and registered in the name of such Depositary or its nominee.

If a particular series of Debt Securities is to be issued in whole or in part in the form of one or more Global Debt Securities, as specified in a Certified Resolution, or in an indenture supplemental hereto, pursuant to
Section 2.02, then the Company shall execute and the Trustee shall, in accordance with Section 2.03 with respect to such series, authenticate and deliver each such Global Debt Security, which (i) shall represent and shall be denominated in a principal amount equal to the aggregate principal amount of the Debt Securities of such series to be represented by such Global Debt Security,
(ii) shall be registered in the name of the Depositary for such Global Debt Security or its nominee, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) unless otherwise specified in such Certified Resolution or indenture supplemental hereto, shall bear a legend substantially to the following effect: "This [note, bond, debenture or other evidence of indebtedness] is a Global Debt Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. Unless and until it is exchanged in whole or in part for individual certificates evidencing the Debt Securities represented hereby, this Global Debt Security may not be transferred except as a whole (i) by the Depositary to a nominee of the Depositary or (ii) by a nominee of the Depositary to the Depositary or another nominee of the Depositary or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary."

Notwithstanding Section 2.05, except as otherwise specified in a Certified Resolution, or in an indenture supplemental hereto, as contemplated by
Section 2.02, any Global Debt Security shall be exchangeable only as provided in this paragraph. A Global Debt Security shall be exchangeable pursuant to this
Section if (x)(i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Debt Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and (ii) the Company is unable to arrange for a qualified successor, (y) the Company in its sole discretion determines that all Global Debt Securities of any series then outstanding shall be exchangeable for definitive Debt Securities of such series in registered form or (z) an Event of Default, or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, with respect to the Debt Securities of the series represented by such Global Debt Security has occurred and is continuing. Any Global Debt Security of such series that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive Debt Securities of such series in registered form, bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, redemption provisions, if any, currency of payment, date maturity and other terms and of differing denominations aggregating a like amount. Such definitive Debt Securities of such series

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shall be registered in the names of the owners of the beneficial interests in such Global Debt Securities of such series as such names are from time to time provided by the relevant participants in the Depositary holding such Global Debt Securities (as such participants are identified from time to time by such Depositary).

No Global Debt Security may be transferred except as a whole (i) by the Depositary to a nominee of the Depositary or (ii) by a nominee of the Depositary to the Depositary or another nominee of the Depositary or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Except as provided above, owners solely of beneficial interests in a Global Debt Security shall not be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the Holders thereof for any purpose under this Indenture.

In the event that a Global Debt Security is surrendered for redemption in part pursuant to Article Three or Four, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Debt Security, without service charge, a new Global Debt Security in a denomination and tenor equal to and in exchange for the unredeemed portion of the principal for the Global Debt Security so surrendered.

Neither the Company nor the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of any beneficial ownership interest in any Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. The Agent Members shall have no rights under this Indenture with respect to any Global Debt Security held on their behalf by a Depositary, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Debt Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any series, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

If specified by the Company pursuant to Section 2.02 with respect to a series of Debt Securities, a Person owning a beneficial interest in a Global Debt Security for Debt Securities of such series may instruct the Depositary for such series of Debt Securities to surrender such Global Debt Security in exchange, in whole or in part, for Debt Securities of such series of like tenor in definitive registered form, on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:

(i) to the Person specified by such Depositary a new Debt Security or Debt Securities of the same series of like tenor, of any authorized denomination as

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requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Debt Security; and

(ii) to such Depositary a new Global Debt Security of the same series of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Debt Security and the aggregate principal amount of Debt Securities authenticated and delivered pursuant to Clause (i) above.

Upon the exchange of a Global Debt Security for Debt Securities in definitive registered form, such Global Debt Security shall be cancelled by the Trustee. Debt Securities in definitive registered form issued in exchange for a Global Debt Security pursuant to this Section 2.11 shall be registered in such names and in such authorized denominations as the Depositary for such Global Debt Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to or as directed by the Persons in whose names such Debt Securities are so registered.

Section 2.12. CUSIP Numbers. The Company in issuing the Debt Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders, provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

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ARTICLE THREE

SINKING FUNDS.

Section 3.01. Applicability of Article. The provisions of this Article Three shall be applicable to any sinking fund established in or pursuant to a Certified Resolution under Section 2.02 or one or more indentures supplemental hereto for the retirement of Debt Securities of any series, except as otherwise specified in such Certified Resolution or supplemental indenture.

The minimum amount of sinking fund payment required to be made under the terms of the Debt Securities of any series is herein referred to as a "mandatory sinking fund payment", and any sinking fund payment that is not required to be made but is permitted by the terms of the Debt Securities of any series is herein referred to as an "optional sinking fund payment". Unless otherwise provided for by the terms of the Debt Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.02. Each sinking fund payment shall be applied to the redemption of the Debt Securities of any series as provided for by the terms of the Debt Securities of such series.

Section 3.02. Satisfaction of Sinking Fund Payments with Debt Securities. The Company may, at its option, as specified by it in an Officer's Certificate delivered to the Trustee pursuant to Section 3.03 reduce and satisfy the obligation to make a mandatory sinking fund payment in the amount of the redemption price, together with accrued interest to the redemption date on Debt Securities otherwise to be redeemed, of any Debt Securities (a) acquired by the Company and delivered by it to the Trustee for cancellation or (b) redeemed otherwise than through the operation of the mandatory sinking fund, and in each case under clauses (a) and (b) delivered or redeemed on or prior to the date of delivery of such Officer's Certificate and not theretofore made the basis for a reduction of a mandatory sinking fund payment.

Section 3.03. Redemption of Debt Securities for Sinking Fund. Not less than sixty days prior to each sinking fund payment date for any series of Debt Securities (or such later date as shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officer's Certificate specifying the amount of the next succeeding sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to Section 3.02 and will also deliver to the Trustee any Debt Securities to be so credited which have not theretofore been delivered. Not less than thirty days before each such sinking fund payment date, the Trustee shall select the Debt Securities of such series to be redeemed upon such sinking fund payment date in the manner specified in Article Four and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Article Four. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Article Four. In the case of the failure of the Company to

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deliver such Officer's Certificate when due (or to deliver the Debt Securities specified in this Section 3.03) the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt Securities as provided in Section 3.02 and without the right to make any optional sinking fund payment with respect to such series.

Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000 (or a lesser sum if the Company shall so request) with respect to the Debt Securities of any particular series shall be applied by the Trustee on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date next succeeding the date of such payment) to the redemption of such Debt Securities at the redemption price specified in such Debt Securities for operation of the sinking fund, together with accrued interest, if any, to the date fixed for redemption. Subject to the provisions of
Section 13.05, any sinking fund payment not so applied or allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with such payment, shall be applied in accordance with the provisions of this Section
3.03. Subject to the provisions of Section 13.05, any and all sinking fund payments with respect to the Debt Securities of any particular series held by the Trustee on the last sinking fund payment date with respect to Debt Securities of such series shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of such series at maturity.

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ARTICLE FOUR

REDEMPTION OF DEBT SECURITIES.

Section 4.01. Applicability of Article. The provisions of this Article Four shall be applicable to any redemption provisions established in or pursuant to a Certified Resolution under Section 2.02 or one or more indentures supplemental hereto with respect to any series of Debt Securities, except as otherwise provided in such Certified Resolution under Section 2.02 or supplemental indenture.

Section 4.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall desire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities of any series, as evidenced by a Board Resolution, it shall fix a date for redemption and give notice of such redemption by first class mail postage prepaid at least thirty and not more than ninety days prior to the date fixed for redemption to the Trustee and to the holders of Debt Securities so to be redeemed as a whole or in part at their last addresses as the same appear on the Debt Security register, provided that if fewer than all the Debt Securities of a series and tenor are to be redeemed the Company will give the Trustee notice not less than sixty days prior to the redemption date as to the aggregate principal amount of Debt Securities of such series and tenor to be redeemed and the Trustee shall select pro rata, by lot, or in such other manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of such series and tenor or portions thereof to be redeemed. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Debt Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security.

Each such notice of redemption shall specify the date fixed for redemption, the CUSIP number of the Debt Securities to be redeemed, the redemption price at which such Debt Securities are to be redeemed, whether the redemption is through operation of a sinking, purchase or analogous fund, the place of payment, that payment will be made upon presentation and surrender of such Debt Securities, that interest accrued (if any) to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. If fewer than all the Debt Securities of a series are to be redeemed, the notice of redemption shall specify the Debt Securities to be redeemed. In case any Debt Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of the same series and tenor, of authorized denominations, in principal amount equal to the unredeemed portion thereof will be issued.

On or prior to 10:00 a.m. New York City time on the redemption date specified in the notice of redemption given as provided in this Section 4.02, the Company will deposit

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with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.04) an amount of money sufficient to redeem on the redemption date all the Debt Securities so called for redemption at the applicable redemption price, together with accrued interest (if any) to the date fixed for redemption.

Section 4.03. Payment of Debt Securities Called for Redemption. If notice of redemption has been given as provided in Section 4.02, the Debt Securities or portions of Debt Securities so to be redeemed shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued (if any) to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Debt Securities at the redemption price, together with interest accrued (if any) to said date) interest on such Debt Securities or such portions of Debt Securities shall cease to accrue. Upon presentation and surrender of such Debt Securities at the place of payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon (if any) to the date fixed for redemption.

If any Debt Security or portion thereof called for redemption shall not be so paid due to the Company's failure to deposit the funds sufficient for redemption, the principal and premium, if any, shall, until paid, bear interest from the date fixed for redemption at the rate borne by such Debt Security or such portion thereof, or at such other rate provided in the Certified Resolution relating to such Debt Security or the supplemental indenture under which such Debt Security is issued. Upon presentation and surrender of any Debt Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of the same series, of authorized denominations, in principal amount equal to the unredeemed portion of the Debt Security so presented and surrendered.

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ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY.

Section 5.01. Payment of Principal, Premium and Interest. With respect to each series of Debt Securities, the Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on the Debt Securities of such series at the place, at the respective times and in the manner provided in this Indenture and in the Debt Securities of such series.

Section 5.02. Office for Notices and Payments, Etc. So long as any of the Debt Securities remains outstanding, the Company will maintain an office or agency (which office or agency may differ for different series of Debt Securities), initially to be located at the Principal Office of the Trustee, where the Debt Securities may be presented and surrendered for registration of transfer and for exchange as in this Indenture provided, where notices and demands to or upon the Company in respect of Debt Securities or of this Indenture may be served and where Debt Securities may be presented and surrendered for payment, provided that the Company may maintain a separate office or agency for one or more of the foregoing purposes. The Company will give to the Trustee written notice of the change in the location of such office or agency. In case the Company shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and surrenders may be made and notices and demands may be served at the Principal Office of the Trustee.

Section 5.03. Appointments to Fill Vacancies in Trustee's Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 5.04. Provision as to Paying Agent. (a) If the Company shall appoint a paying agent other than the Trustee with respect to any series of Debt Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04, that

(1) it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on the Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Debt Securities of such series) in trust for the benefit o~ the holders of the Debt Securities of such series;

(2) it will give the Trustee and the Company notice of any failure by the Company (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series when the same shall be due and payable; and

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(3) it will pay sums held in trust to the Trustee upon the Trustee's request in the event of a default pursuant to paragraph (2) above.

(b) If the Company shall act as its own paying agent with respect to any series of Debt Securities, it will, on or before each due date for the payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of a series, set aside, segregate and hold in trust for the benefit of such holders of the Debt Securities of such series a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and will notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on such Debt Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series when the same shall become due and payable.

(c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture in accordance with Sections 13.01 and 13.02, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein contained.

(d) Anything in this Section 5.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.04 is subject to Sections 13.03 through 13.05.

(e) The Company hereby appoints the Trustee to act as paying agent for all series of Debt Securities, but reserves the right to change the paying agent or to itself act as paying agent.

Section 5.05. Secured Indebtedness of the Company and Restricted Subsidiaries. So long as any of the Debt Securities remains outstanding, the Company will not, and the Company will not permit any Restricted Subsidiary to, create, assume, issue, guarantee or incur any Secured Indebtedness of the Company or any Restricted Subsidiary unless immediately thereafter the aggregate amount of all Secured Indebtedness (exclusive of certain types of permitted Secured Indebtedness described below), together with the discounted present value of all rentals (not otherwise excluded from the limitations contained in
Section 5.06) due in respect of Sale and Leaseback Transactions, would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that the foregoing restrictions shall not apply to Secured Indebtedness secured by:

(a) Liens on property as to which such series of Debt Securities are equally and ratably secured with (or, at the option of the Company, prior to) such Secured Indebtedness.

(b) Liens on property (including any Shares or Indebtedness) of any entity existing at the time such entity becomes a Restricted Subsidiary or arising

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thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such entity's becoming a Restricted Subsidiary;

(c) Liens on property (including any Shares or Indebtedness) existing at the time of acquisition of such property by the Company or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of such property created upon the acquisition of such property by the Company or a Restricted Subsidiary, or Liens to secure any Secured Indebtedness incurred by the Company or a Restricted Subsidiary prior to, at the time of, or within one year after the later of the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the project of which such property is a part, which Secured indebtedness is incurred for the purpose of, and the principal amount secured by such Lien does not exceed the cost of, financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon;

(d) Liens securing Secured Indebtedness of any Restricted Subsidiary owing to the Company or to another Restricted Subsidiary;

(e) Liens on property of an entity existing at the time such entity is merged or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition;

(f) Liens on property of the Company or a Restricted Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof (each a "governmental authority"), or in favor of any trustee or mortgagee acting on behalf, or for the benefit of, any of the foregoing, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens (including without limitation Liens in connection with pollution control, industrial revenue, private activity or similar financing) and any other Liens incurred or assumed in connection with pollution control, industrial revenue, private activity or similar bonds issued by a governmental authority on behalf of the Company or a Restricted Subsidiary;

(g) Liens existing on the first date on which a Debt Security is authenticated by the Trustee;

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(h) Liens on any property not constituting a Principal Property;

(i) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) to (h), inclusive, provided that the principal amount of the Secured Indebtedness being extended, renewed or replaced shall not be increased.

Notwithstanding the foregoing provisions, the Company and any one or more Restricted Subsidiaries may create, assume, issue, guarantee or incur Secured Indebtedness which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with (i) all other Secured Indebtedness of the Company and its Restricted Subsidiaries which would otherwise be subject to the foregoing restrictions (not including Secured Indebtedness secured by Liens permitted under clauses (a) through (i) above) and
(ii) all Attributable Debt outstanding pursuant to, and not excluded from this calculation by, Section 5.06, does not at the time exceed 10% of Consolidated Net Tangible Assets.

Section 5.06. Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless (A) the sum of (i) the Attributable Debt outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt outstanding pursuant to all other Sale and Leaseback Transactions entered into by the Company and any Restricted Subsidiary after the first date on which a Debt Security is authenticated by the Trustee, and (iii) the aggregate of all Secured Indebtedness outstanding (computed without regard to the Secured Indebtedness excluded from the operation of Section 5.05 pursuant to clauses (a) through (i) thereof and further without regard to Secured Indebtedness of the Company or any Restricted Subsidiary if the Debt Securities are secured equally and ratably with (or prior to) such Secured Indebtedness) does not exceed 10% of Consolidated Net Tangible Assets or (B) an amount equal to the greater of (i) the amount of the net proceeds to the Company or the Restricted Subsidiary entering into such Sale and Leaseback Transaction or (ii) the fair market value of such property, as determined by the Board of Directors (in the case of(i) or (ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt within one year after the consummation of such Sale and Leaseback Transaction; provided, however, the covenant contained in this Section 5."6 shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05 or this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if:

(1) the Sale and Leaseback Transaction is entered into in connection with pollution control, industrial revenue, private activity or similar financing;

(2) the Company or a Restricted Subsidiary applies an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed

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immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in another Principal Property within one year prior or subsequent to such sale or transfer;

(3) such Sale and Leaseback Transaction was entered into by an entity prior to the date on which such entity became a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such entity becoming a Restricted Subsidiary; or

(4) such Sale and Leaseback Transaction was entered into by an entity prior to the time such entity was merged or consolidated with the Company or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of the properties of such entity as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary or arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition.

Section 5.07. Waiver of Covenants. The Company may omit in any particular instance to comply with any covenant or condition set forth in
Section 5.05 or 5.06 hereof or provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02(A) hereof or in any indenture supplemental hereto with respect to the Debt Securities of any series, if before or after the time for such compliance the Holders of a majority in aggregate principal amount of the Debt Securities of such series at the time Outstanding shall, by action of such Holders as provided in Section 9.01, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

Section 5.08. Certificate to Trustee. The Company will deliver to the Trustee within 120 days after the end of each fiscal year of the Company (which on the date hereof ends on December 31) ending after the date any series of Debt Securities is first issued hereunder, a brief certificate from the principal executive officer or principal financial officer or principal accounting officer as to his or her knowledge of the Company's performance and observance of and compliance with the terms, provisions, covenants and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge; provided, however, the Company shall not be obligated to make any such statement with respect to any term, provision, covenant or condition specified in this Section 5.08 if such term, provision, covenant or condition, as the case may be, is applicable only to a series of Debt Securities none of the Debt Securities of which are outstanding or with respect to which series the Company has been discharged pursuant to Article Thirteen.

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ARTICLE SIX

HOLDERS' LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE.

Section 6.01. Company to Furnish Holders' Lists to Trustee. The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not later than February 1 and August 1 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of the preceding January 1 or July 1, as the case may be, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,

provided, however, that so long as the Trustee shall be the registrar with respect to Debt Securities of a particular series no such list need be furnished with respect to the Debt Securities of such series.

Section 6.02. Preservation of Information: Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 6.01 and the names and addresses of Holders received by the Trustee in its capacity as registrar. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act of 1939.

(c) Every Holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act of 1939.

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Section 6.03. Reports by the Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act of 1939 at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Debt Securities are listed, with the Securities and Exchange Commission and with the Company. The Company will promptly notify the Trustee when any Debt Securities are listed on any stock exchange.

Section 6.04. Reports by the Company. The Company shall file with the Trustee and the Securities and Exchange Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939 at the times and in the manner provided pursuant to such Act; provided that any other information, documents or reports required to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 30 days after the same is so required to be filed with the Securities and Exchange Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificate.)

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ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND DEBT SECURITY HOLDERS
UPON EVENTS OF DEFAULT.

Section 7.01. Events of Default. "Event of Default" with respect to any series of Debt Securities means each one of the events specified below in this
Section 7.01, unless it is either inapplicable to a particular series or is specifically deleted or modified in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued, and any other events as may be specified in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued In case one or more of the following Events of Default shall have occurred and be continuing:

(a) default in the payment of any installment of interest upon any of the Debt Securities of such series, as and when the same shall become due and payable, and continuance of such default for a period of ten days after receipt by the Company of written notice of such default from any person; or

(b) default in the payment of the principal of or premium, if any, on any of the Debt Securities of such series, as and when the same shall become due and payable (subject to subsection (c) below) either at maturity, upon redemption, by declaration or otherwise, and continuance of such default for a period of ten days after receipt by the Company of written notice of such default from any person; or

(c) default in the making of any payment for a sinking, purchase or analogous fund provided for in respect of any of the Debt Securities of such series as and when the same shall become due and payable, and continuance of such default for a period often days alter receipt by the Company of written notice of such default from any person; or

(d) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect of the Debt Securities of such series, or in this Indenture contained with respect to such series, for a period of ninety days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, by registered mail return receipt requested, postage prepaid; or to the Company and the Trustee by the Holders of at least twenty-five percent in aggregate principal amount of the Debt Securities of such series at the time Outstanding; or

(e) entry of a decree or order for relief in respect of the Company by a court having jurisdiction in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar

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official of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of such decree or order unstayed and in effect for a period of ninety consecutive days; or

(f) commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent by the Company to the entry of an order for relief in an involuntary case under any such law, or consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or for any substantial part of its property, or any general assignment by the Company for the benefit of creditors;

then and in each and every such case in which an Event of Default shall have occurred and shall be continuing, unless the principal of all of the Applicable Debt Securities (as hereinafter defined) shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Applicable Debt Securities then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders of the Applicable Debt Securities), may declare the principal of all the Applicable Debt Securities (or such portion thereof as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued or in the terms of such series) to be due and payable immediately and upon any such declaration the same shall become and shall be immediately due and payable, anything contained in this Indenture or in the Applicable Debt Securities to the contrary notwithstanding. The term "Applicable Debt Securities" shall mean the Debt Securities of a series with respect to which an Event of Default shall have occurred and be continuing and unless otherwise specifically provided with respect to a particular series of Debt Securities in the Certified Resolutions under Section 2.02 relating to such series or any indentures supplemental to this Indenture under which such series of Debt Securities are issued or in the terms of such series shall refer to Debt Securities on a series by series basis such that the provisions hereof shall be applied separately to each series of Debt Securities affected by such Event of Default.

Any declaration pursuant to this Section 7.01 is, however, subject to the condition that if, at any time after the principal of the Applicable Debt Securities shall have been so declared due and payable, and before any judgment r decree for the payment of the money due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Applicable Debt Securities and the principal of and premium, if any, on any and all Applicable Debt Securities which shall have become due otherwise than by acceleration, with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal and premium, if any, at the rate borne by the Applicable Debt Securities, or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued, to

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the date of such payment or deposit or in the terms of such series, and all sums paid or advances made by the Trustee hereunder and all amounts owing the Trustee under Section 8.06, and any and all Events of Default under this Indenture with respect to the Applicable Debt Securities, other than the nonpayment of principal of and accrued interest on Applicable Debt Securities which shall have become due by acceleration, shall have been remedied, cured or waived, then and in every such case the Holders of a majority in aggregate principal amount of the Applicable Debt Securities then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults related to such Applicable Debt Securities and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

In case the Trustee or any of the Holders shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee or such Holders, then and in every such case the Company and the Trustee and such Holders shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee and such Holders shall continue as though no such proceedings had been taken.

Section 7.02. Payment of Applicable Debt Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any installment of interest upon any of the Applicable Debt Securities as and when the same shall become due and payable, and such default shall have continued for a period often days after receipt by the Company of written notice of such default, or (b) in case default shall be made in the payment of the principal of and premium, if any, on any of the Applicable Debt Securities as and when the same shall have become due and payable (subject to subsection (c) below), whether at maturity of the Applicable Debt Securities or upon redemption or by declaration or otherwise, and such default shall have continued for a period of ten days after receipt by the Company of written notice of such default, or (c) in case default shall be made in the payment for any sinking, purchase or analogous fund provided for in respect of any of the Applicable Debt Securities as and when the same shall become due and payable, and such default shall have continued for a period often days after receipt by the Company of written notice of such default, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of the Applicable Debt Securities, the whole amount that then shall have become due and payable on all such Applicable Debt Securities for principal and premium, if any, or interest, or both, as the case may be, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Applicable Debt Securities or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such Applicable Debt Securities are issued or in the terms of such series; and, in addition thereto, such further amount as shall be sufficient to cover all amounts owing the Trustee under Section 8.06.

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In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor on the Applicable Debt Securities and collect in the manner provided by law out of the property of the Company or any other obligor on the Applicable Debt Securities wherever situated the money adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities under the Federal Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any similar judicial proceedings relative to the Company or other obligor upon the Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium and interest owing and unpaid in respect of the Debt Securities, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any amounts owing the Trustee under Section 8.06) and of the holders of Debt Securities allowed in such judicial proceedings relative to the Company or any other obligor on the Debt Securities, its or their creditors, or its or their property, and to collect and receive any money or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its fees and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amounts owing the Trustee under Section 8.06 up to the date of such distribution.

All rights of action and of asserting claims under this Indenture, or under any of the Debt Securities of any series, may be enforced by the Trustee without the possession of any of the Debt Securities of such series, or the production thereof in any trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Debt Securities of such series.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or the rights of any

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Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.03. Application of Money Collected by Trustee. Any money collected by the Trustee pursuant to this Article with respect to a series of Debt Securities shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such money, upon presentation of the several Debt Securities of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts owing the Trustee under
Section 8.06;

SECOND: In case the principal on none of the Outstanding Debt Securities of such series shall have become due and be unpaid, to the payment of interest, if any, which has become due and is unpaid on the Debt Securities of such series, in the order of the maturity of the installments of such interest, with interest (to the extent permitted by applicable law and to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Debt Securities or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued or in the terms of such series (such payments to be made ratably to the Persons entitled thereto);

THIRD: In case the principal of any of the Outstanding Debt Securities of such series shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal, premium, if any, and interest, if any, with interest on the overdue principal and premium, if any, and (to the extent permitted by applicable law and to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Debt Securities of such series or at such other rate as may be provided in the Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under which such series of Debt Securities is issued or in the terms of such series; and in case such money shall be insufficient to pay in full the whole amounts so due and unpaid upon the Debt Securities of such series, then to the payment of such principal, premium, if any, and interest, if any, without preference or priority of principal and premium, if any, over interest, if any, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Debt Security of such series over any other Debt Security of such series, ratably to the aggregate of such principal, premium, if any, and accrued and unpaid interest, if any; and

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FOURTH: To the payment of the remainder, if any, to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

Section 7.04. Proceedings by Debt Security Holders. No Holder of any Applicable Debt Security of any series shall have any right by virtue of or by availing himself or herself of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, in each case with respect to an Event of Default related to such Applicable Debt Securities, unless such Holder previously shall have given to a Responsible Officer of the Trustee and the Company written notice of default with respect to the Applicable Debt Securities of such series and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than twenty-five percent in aggregate principal amount of such Applicable Debt Securities then Outstanding shall have made written request upon the Trustee, with a copy to the Company, to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for sixty days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and no direction inconsistent with such written requests shall have been given to the Trustee during such sixty-day period by the Holders of a majority in principal amount of such Applicable Debt Securities then Outstanding, it being understood and intended, and being expressly covenanted by the Holder of every Debt Security of a series with every other Holder of a Debt Security of such series and the Trustee, that no one or more Holders of Debt Securities of such series shall have any right in any manner whatever by virtue of or by availing himself or herself or themselves of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of such Debt Securities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such series.

Notwithstanding any other provisions in this Indenture, the right of any Holder of any Debt Security, which is absolute and unconditional, to receive payment of the principal of, and premium, if any, and interest, if any, on such Debt Security, on their respective due dates however set, and to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder.

Section 7.05. Proceedings by Trustee. In case an Event of Default shall occur and be continuing hereunder with respect to any Applicable Debt Securities, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of

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any covenant or agreement contained in this Indenture or otherwise made applicable to such Debt Securities, or in aid of the exercise of any power granted in this Indenture with respect to such Applicable Debt Securities, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 7.06. Remedies Cumulative and Continuing. All powers and remedies given by this Article Seven to the Trustee or to the Holders of Debt Securities of any series shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the Holders of the Debt Securities of such series, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise made applicable to such Debt Securities, and no delay or omission of the Trustee or of any Holder of any of the Debt Securities of a series to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 7.04, every power and remedy given by this Article Seven or by law to the Trustee or to the Holders of a series may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of such series.

Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority in aggregate principal amount of the Debt Securities of any series at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel in writing determines that the action or proceeding so directed may not lawfully be taken or would be in conflict with the terms of this Indenture or if the Trustee in good faith by a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Trustee in personal liability or would be unduly prejudicial to the Holders of Debt Securities of such series not joining in such direction. Prior to any declaration accelerating the maturity of the Debt Securities of any series, the Holders of a majority in aggregate principal amount of the Debt Securities of such series at the time outstanding may, on behalf of the Holders of all of the Debt Securities of such series, waive any past default or Event of Default hereunder with respect to such series and its consequences except a default in the payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series, or in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of such series affected. Upon any such waiver, the Company, the Trustee and the holders of the Debt Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as defined in Section 7.08) or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.07, said default or Event of Default shall

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for all purposes of the Debt Securities of such series and this Indenture be deemed to have been cured and to be not continuing.

Section 7.08. Notice of Defaults. The Trustee shall, within ninety days after the occurrence of a default (as hereinafter defined) with respect to the Debt Securities of any series, mail to all Holders of Debt Securities of such series, as the names and addresses of such Holders appear upon the Debt Security register, with a copy to the Company, notice of all such defaults actually known to a Responsible Officer of the Trustee, unless such defaults shall have been cured before the giving of such notice (the term "default" for the purpose of this Section 7.08 being hereby defined to be any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series); and provided that, except in the case of default in the payment of the principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of such series.

Section 7.09. No Undertaking to Pay Costs. The provisions of Section 315(e) of the Trust Indenture Act of 1939 are hereby expressly excluded.

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ARTICLE EIGHT

CONCERNING THE TRUSTEE.

Section 8.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred and are continuing, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred and is continuing (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. If any Holder notifies the Trustee in writing of the occurrence of a default described in
Section 7.0 1(a), (b) or (c), the Trustee shall promptly transmit such notice to the Company by registered mail, return receipt requested, postage prepaid.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct, except that

(a) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:

(1) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);

(b) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Debt Securities of any series at the time Outstanding determined as provided in Section 9.04 relating to the time, method, and place of conducting any proceeding for any remedy

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available to the Trustee with respect to the Debt Securities of such series, or exercising any trust or power conferred upon the Trustee with respect to the Debt Securities of such series under this Indenture;

(c) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers; and

(d) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless the Trustee was negligent in ascertaining the pertinent facts. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 8.01:

(a) the Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Certified Resolution;

(c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

(e) prior to the occurrence of an Event of Default with respect to any series of Debt Securities hereunder and after the curing or waiving of all Events of Default with respect to such series of Debt Securities, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,

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certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document with respect to such series of Debt Securities;

(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder directly or by or through agents or counsel, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or counsel appointed with due care by it hereunder;

(g) the Trustee shall not be deemed to have knowledge or notice of any Event of Default or defaults hereunder unless a Responsible Officer of the Trustee shall have actual knowledge thereof or shall have received written notice of such, or unless the Holders of not less than twenty-five percent of the outstanding Debt Securities of any series as to which there exists an Event of Default or default gives written notice of such Event of Default or default; and

(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Section 8.03. Responsibility for Recitals, Etc. The recitals contained herein and in the Debt Securities (except in the Trustee's certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities. The Trustee shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds thereof.

Section 8.04. Trustee, Paying Agent or Debt Security Registrar May Own Debt Securities. The Trustee, any paying agent, Debt Security registrar or any other agent of the Company in its individual or any other capacity, may become the owner or pledge of Debt Securities with the same rights it would have if it were not Trustee, paying agent, Debt Security registrar or such other agent

Section 8.05. Money to Be Held in Trust. Subject to the provisions of
Section 13.04, all money received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which it was received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 8.06. Compensation and Expenses of Trustee. The Company agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as shall be agreed to in writing between the Company and the Trustee (which to the extent permitted by law shall not be limited by any provision of law in

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regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable fees and expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, misconduct or bad faith. The Company also agrees to indemnify the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence, misconduct or bad faith on the part of the Trustee or such predecessor Trustee and arising out of or in connection with the acceptance or administration of this trust or the performance of duties hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in the premises.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 7.0 1(e) or Section 7.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture.

Section 8.07. Officer's Certificate as Evidence. Except as otherwise provided in Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be provided or established prior to taking or omitting any such action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Trustee, and such Certificate, in the absence of negligence, misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 8.08. Disqualification: Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act of 1939 and this Indenture.

Section 8.09. Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any State or Territory thereof or of the District of Columbia authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million dollars, subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually,

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pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10.

Section 8.10. Resignation or Removal of Trustee. (a) The Trustee may at any time resign with respect to the Debt Securities of one or more series by giving written notice of such resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within sixty days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Holder of a Debt Security of such series who has been a bona fide holder of a Debt Security or Debt Securities of such series for at least six months may, subject to the provisions of Section 7.09, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 8.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Debt Security for at least six months, or

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the provisions of Section 7.09, any Holder who has been a bona fide Holder of a Debt Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for

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the removal of the Trustee and the appointment of a successor trustee. Such court may, thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee.

(c) The Holders of a majority in aggregate principal amount of the Debt Securities of a series at the time Outstanding may at any time remove the Trustee as to that series and appoint a successor Trustee as to that series.

(d) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid to the Holders of Debt Securities as their names and addresses appear in the register. Each such notice shall include the name of the successor Trustee and the address of its principal corporate trust office. If the Company fails to give such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given, at the expense of the Company.

Section 8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but nevertheless, on the written request of the Company or of the successor Trustee, the predecessor Trustee shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor Trustee all the rights, powers, trusts and duties of the Trustee ceasing to act Upon request of the Company or any such successor Trustee, the predecessor Trustee shall execute and deliver any and all instruments in writing in order more full)' and certainly to vest in and confirm to such successor Trustee all such rights, powers, trusts and duties.

No successor Trustee shall accept appointment as provided in this
Section 8.11 unless at the time of such acceptance such successor Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09.

In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Debt Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the predecessor Trustee is not retiring with respect to all Debt Securities,

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shall contain such provisions as shall be deemed necessary or desirable to confirm that all such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Debt Securities of that or those series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such predecessor Trustee (subject to the provisions of Section 8.06) shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates, and upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers, trusts and duties referred to in this subsection.

Section 8.12. Succession by Merger Etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

In case at the time such successor Trustee shall succeed to the trusts created by this Indenture with respect to one or more series of Debt Securities, any of such Debt Securities shall have been authenticated but not delivered, any such successor Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in such Debt Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debt Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

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Section 8.13. Preferential Collection of Claims Against the Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Debt Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act of 1939 regarding the collection of claims against the Company (or any such other obligor).

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ARTICLE NINE

CONCERNING THE HOLDERS.

Section 9.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Debt Securities of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or
(b) by the record of the Holders of such Debt Securities voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Ten, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Holders.

Without limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Debt Security, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Debt Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Debt Security.

Section 9.02. Proof of Execution by Holders. Subject to the provisions of Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be reasonably satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Securities register or by a certificate of the Debt Securities registrar.

The record of any Holders' meeting shall be proved in the manner provided in Section 10.06.

Section 9.03. Who Deemed Absolute Owners. Prior to due presentment for registration of transfer of any Debt Security, the Company, the Trustee, or the paying agent and any Debt Security registrar may deem the Person in whose name any Debt Securities shall be registered upon the Debt Security register to be, and may treat him or her as, the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing on such Debt Security) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest, if any, on such Debt Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Debt Security registrar shall be affected by any notice to the contrary. All such payments so made to any registered Holder for the time being, or upon his order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any such Debt Security.

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Section 9.04. Company-Owned Debt Securities Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Debt Securities have concurred in any request, demand, authorization, notice, direction, consent or waiver under the Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, notice, direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Debt Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any reasonable decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Section 9.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action, any holder of a Debt Security the serial number of which is shown by the evidence to be included in such Debt Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding as provided in Section 9.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security of any series shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt Security issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security.

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ARTICLE TEN

HOLDERS' MEETINGS.

Section 10.01. Purposes of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article Ten for any of the following purposes:

(1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article Seven;

(2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of Article Eight;

(3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02; or

(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Debt Securities under any other provision of this Indenture or under applicable law.

Section 10.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Debt Security Holders to take any action specified in Section 10.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to Holders of Debt Securities of all series that may be affected by the action proposed to be taken at the meeting at their addresses as they shall appear on the Debt Security register. Such notice shall be mailed not less than twenty nor more than ninety days prior to the date fixed for the meeting.

Section 10.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least ten percent in aggregate principal amount of the Debt Securities then outstanding of all series that may be affected by the action proposed to be taken at the meeting, shall have requested the Trustee to call a meeting of Debt Security Holders of all series that may be so affected by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within twenty days after receipt of such request, then the Company or such Debt Security Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 10.01, by mailing notice thereof as provided in Section 10.02.

Section 10.04. Record Dates for Certain Actions. The Company may, in the circumstances permitted by the Trust indenture Act, fix any day as the record date for the

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purpose of determining the Holders of Debt Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders of Debt Securities of such series. If not set by the Company prior to the first solicitation of a Holder of Debt Securities of such series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 6.01) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Debt Securities, only the Holders of Debt Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

Section 10.05. Qualifications for Voting. To be entitled to vote at any meeting of Debt Security Holders a Person shall (a) be a holder of one or more Debt Securities of a series affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Debt Security Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 10.06. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debt Security Holders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Debt Security Holders as provided in Section 10.03, in which case the Company or the Debt Security Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

Subject to the provisions of Section 9.04, at any meeting each Debt Security Holder of a series or proxy shall be entitled to one vote for each $1,000 principal amount (or corresponding denomination if the Debt Securities are not in U.S. dollars) (or such other principal amount equal to the authorized minimum denomination) of Debt Securities of such series held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities of such series held by him or her or instruments in writings as aforesaid duly designating

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him or her as the Person to vote on behalf of other Debt Security Holders of such series. Any meeting of Debt Security Holders duly called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 10.07. Voting. The vote upon any resolution submitted to any meeting of Holders of a series or all series to be affected thereby, as the case may be, shall be by written ballots on which shall be subscribed the signatures of the Holders of Debt Securities of such series or of their representatives by proxy and the serial number or numbers of the Debt Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes of any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 10.02. The record shall show the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES.

Section 11.01. Supplemental Indentures without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Twelve hereof;

(b) to add to the covenants of the Company such further Events of Default, covenants, restrictions or conditions, for the benefit of the Holders of the Debt Securities of all or any series as the Board of Directors of the Company shall consider to be for the benefit of the Holders of Debt Securities of such series;

(c) to clarify or cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture or Debt Securities of a series which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or Debt Securities of a series, or to make such other provisions in regard to matters or questions arising under this Indenture or any supplemental indenture or Debt Securities of a series which shall not adversely affect the interests of the Holders of the Debt Securities in any material respect;

(d) to provide for the issuance of a particular series of Debt Securities in bearer form with or without interest coupons;

(e) to provide for beneficial ownership of all or a portion of a particular series of Debt Securities to be evidenced by electronic book-entry (i) at a Depositary, or (ii) on the records of the Company, its agent or a third party other than a Depositary, with the Company, its agent or a third party holding a certificate or certificates representing such Debt Securities or portion thereof, or (iii) any combination of (i) and (ii); provision may be made that beneficial owners shall not have the right to obtain certificates for such Debt Securities or portion thereof;

(f) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt Securities, provided that any such addition, change, or elimination (i) shall neither (A) apply to any Debt Security of any series created prior to the execution of such supplemental

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indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Debt Security with respect to such provision or (ii) shall become effective only when there is no such Debt Security Outstanding;

(g) at the Company's option, to set forth some or all the terms of the Debt Securities of a particular series in lieu of setting forth such terms in a Certified Resolution pursuant to Section 2.02;

(h) to provide for the appointment of a successor Trustee with respect to one or more series of Debt Securities pursuant to Section 8.11; or

(i) to provide for an authenticating agent for the Trustee.

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under the Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 11.02.

Section 11.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 9.01) of the Holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding of each series to be affected, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or Debt Security of a series or of modifying in any manner the rights of the Holders of the Debt Securities of such series to be affected; provided, however, that no such supplemental indenture shall (i) change the fixed maturity (which term shall not include payments due pursuant to any sinking, purchase or analogous fund) of any Debt Securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, reduce any premium payable upon the redemption thereof, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption on or after the redemption date, without the consent of the Holder of each Debt Security so affected, or (ii) reduce the aforesaid percentage of Debt Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of all Debt Securities of such series then Outstanding.

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Upon request of the Company, accompanied by a copy of the resolutions of the Board of Directors (certified by an Officer's Certificate which shall accompany the resolutions) authorizing the execution of any such supplemental indentures, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders under this
Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 11.03. Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provision of this Article Eleven shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Eleven, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this indenture of the Trustee, the Company and the Holders of all of the Debt Securities or of the Debt Securities of any series affected, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 11.04. Notation on Debt Securities. Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Eleven may, but need not, bear a notation in form reasonably approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities so modified as to conform, in the reasonable opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Debt Securities then outstanding.

Section 11.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. The Trustee, subject to the provisions of Section 8.01 and 8.02, shall receive, and be entitled to rely upon an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article Eleven.

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ARTICLE TWELVE

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.

Section 12.01. Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquired by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Debt Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and

(3) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Twelve and that all conditions precedent herein provided for relating to such transaction have been complied with; provided, however, the Opinion of Counsel shall not be required to include any opinion with respect to the condition set forth in paragraph (2) of this Section 12.01.

Section 12.02. Successor Corporation Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 12.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein; and in the event of any such conveyance or transfer, the Company (which term shall for this purpose means the Person named as the "Company" in the first paragraph of this instrument or any successor corporation which shall have theretofore become such in the manner prescribed in Section 12.01) shall be discharged from all liability under this Indenture and in respect of the Debt Securities and may be dissolved and liquidated.

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ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS.

Section 13.01. Satisfaction and Discharge of Indenture. When either (a) the Company shall deliver to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore cancelled; or
(b) all the Debt Securities of such series not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the Debt Securities of such series (other than any Debt Securities of such series which shall have been mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest, if any, due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any money for the payment of the principal of and premium, if any, or interest, if any, on the Debt Securities of such series (1) theretofore deposited with the Trustee with respect to Debt Securities of such series and repaid by the Trustee to the Company in accordance with the provisions of
Section 13.05 or (2) paid with respect to Debt Securities of such series to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Debt Securities of such series except as to (A) the rights of Holders of Debt Securities of such series to receive solely from funds deposited by the Company with the Trustee, in trust as described above in this Section 13.01, payment of the principal of, premium, if any, and the interest, if any, on such Debt Securities when such payments are due; (B) the Company's obligations with respect to such Debt Securities under
Section 2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and immunities of the Trustee hereunder and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute such instruments as may be requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to such series of Debt Securities.

Section 13.02. Defeasance Upon Deposit of Money, U.S. Government Obligations or Eligible Obligations. At the Company's option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to any Debt Securities or any series of Debt Securities on the ninety-first day after the applicable conditions set forth below have been satisfied or (b) the Company shall

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cease to be under any obligation to comply with any term, provision or condition set forth in Sections 5.05, 5.06 and 12.01 with respect to any such Debt Securities and any other covenants provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02(A) hereof or an indenture supplemental hereto with respect to such Debt Securities at any time after the applicable conditions set forth below have been satisfied:

(1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Debt Securities (A) money in an amount, or (B) U.S. Government Obligations and/or Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one business day before the due date of any payment, money in an amount, or (C) a combination of
(A) and (B), sufficient, in the opinion (with respect to (A) and (B)) of a nationally recognized firm of independent public accountants selected by the Company expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) of, premium, if any, and interest, if any, on, such Debt Securities Outstanding on the dates such installments of principal, premium, if any, and interest, if any, are due (taking into account any redemption pursuant to optional sinking fund payments notice of which redemption is provided to the Trustee at the time of the deposit referred to in this paragraph (1));

(2) if such Debt Securities are then listed on any stock exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this paragraph would not cause such Debt Securities to be delisted;

(3) no Event of Default with respect to such Debt Securities under Section 7.01(a), 7.01(b), 7.01(c), 7.01(e) or 7.01(f) of this Indenture shall have occurred and be continuing on the date of such deposit and the Company shall have furnished an Officer's Certificate to such effect

(4) the Company shall have delivered to the Trustee (a) an Opinion of Counsel or (b) a ruling from, or published by, the Internal Revenue Service, whichever of (a) or (b) the Company shall determine, to the effect that Holders of such Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 13.02 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised.

"Discharged" means, for purposes of this Section 13.02, that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, such Debt Securities and to have satisfied all the obligations under this

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Indenture relating thereto (and the Trustee shall execute such instruments as may be requested by the Company acknowledging the same), except (A) the rights of Holders of such Debt Securities to receive, solely from the trust fund described in clause (1) above, payment of the principal, premium, if any, and the interest, if any, on such Debt Securities when such payments are due; (B) the Company's obligations with respect to such Debt Securities under Sections 2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and immunities of the Trustee hereunder. Notwithstanding the satisfaction and discharge of this Indenture with respect to any such Debt Securities, the obligations of the Company to the Trustee under Section 8.06 shall survive.

Section 13.03. Deposited Money, U.S. Government Obligations and Eligible Obligations to Be Held in Trust by Trustee. All money, U.S. Government Obligations and Eligible Obligations deposited with the Trustee pursuant to
Section 13.01 or 13.02 and with respect to U.S. Government Obligations and Eligible Obligations, the principal and interest in respect thereof, shall be held irrevocably in trust and applied by it to the payment in accordance with the provisions of the Debt Securities and this Indenture, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Debt Securities for the payment or redemption of which such money has been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Trustee shall promptly pay to the Company, upon written request of the Company, any excess money, U.S. Government Obligations or Eligible Obligations held by the Trustee at any time.

Section 13.04. Paying Agent to Repay Money Held. Upon the satisfaction and discharge of this Indenture, all money then held by any paying agent of the Debt Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such money.

Section 13.05. Return of Unclaimed Amounts. Notwithstanding anything to the contrary contained in this Indenture (including, but not limited to, the provisions of Section 13.03), any amounts deposited with or paid to the Trustee for payment of any portion of the principal of (which term shall for these purposes include payments due pursuant to any sinking, purchase or analogous fund), premium, if any, or interest, if any, on the Debt Securities and not applied but remaining unclaimed by the Holders of such Debt Securities for one year after the date upon which such portion of the principal of, premium, if any, or interest, if any, on such Debt Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee upon written request; and the Holder of any of such Debt Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect.

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ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS, DIRECTORS, AND EMPLOYEES.

Section 14.01. Indenture and Debt Securities Solely Corporate Obligations. No recourse for the payment of the principal of, premium, if any, or interest, if any, on any Debt Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture' or in any Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director or employee as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Debt Securities.

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ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS.

Section 15.01. Provisions Binding on Company's Successors. All the covenants, stipulations, promises and agreements in this Indenture contained by the Company shall bind its successors and assigns whether so expressed or not.

Section 15.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company.

Section 15.03. Addresses for Notices, Etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Debt Securities on the Company shall be deemed to have been sufficiently given, for all purposes, if given in writing and mailed registered mail, return receipt requested, postage prepaid, to (until another address is filed by the Company with the Trustee) Nucor Corporation, 2100 Rexford Road, Charlotte, North Carolina 28211, Attention: Chief Financial Officer. Any notice, direction, request or demand by the Company or by any Holder to or upon the Trustee shall be deemed to have been sufficiently given, for all purposes, if given in writing and mailed registered mail, return receipt requested, postage prepaid, to the principal corporate trust office of the Trustee which at the date of this Indenture is The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York, 10286, Attention: Corporate Trust Trustee Administration.

Section 15.04. Governing Law. This Indenture and each Debt Security shall be construed in accordance with the laws of the State of New York.

Section 15.05. Officer's Certificates and Opinions of Counsel. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of the Indenture, the Company shall furnish to the Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Each Officer's Certificate or Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (A) a statement that the Person making such certificate or opinion has read such covenant or condition; (B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (C) a statement that in the opinion of such Person, he or she has made such examination or investigation as is

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necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (D) a statement as to whether or not in the opinion of such Person, such condition or covenant has been complied with; provided that the Officer's Certificate pursuant to Section 5.08 need not contain the statements provided for in this Section 15.05.

Section 15.06. Legal Holidays. In any case where the date of maturity of interest on or principal of the Debt Securities of any series or the date fixed for redemption of any Debt Security of any series shall be in the city and state of the principal office of the paying agent a Saturday, a Sunday, or a day on which banking institutions are authorized by law to close, then, unless any provision of the Debt Securities of such series expressly indicates that such provision shall apply in lieu of this section, payment of such interest on or principal and premium, if any, need not be made on such date but may be made on the next succeeding day not in such city a Saturday, a Sunday, nor a day on which banking institutions are authorized by law to close with the same force and effect as if made on the date of maturity or the date fixed for redemption and no interest on the amount so payable shall accrue for the period from and after such date of maturity or date fixed for redemption.

Section 15.07. Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by any of Sections 310 and 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control.

Section 15.08. Debt Securities Controlling in the Event of Inconsistencies Between Indenture and Debt Securities. If the provisions of any series of Debt Securities issued hereunder are inconsistent or conflict with the provisions of this Indenture, the provisions of the Debt Securities of such series shall be controlling with respect to such series.

Section 15.09. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 15.10. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

[Signatures on page 64]

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[Pages 61 to 63 -- Intentionally Left Blank.]

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[Intentionally Left Blank.]

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[Intentionally Left Blank.]

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THE BANK OF NEW YORK hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, NUCOR CORPORATION has caused this Indenture to be signed by its Vice Chairman of the Board and Treasurer, and its corporate seal to be affixed hereunto, and the same to be attested by its Assistant Secretary, and THE BANK OF NEW YORK has caused this Indenture to be signed by one of its authorized signatories, as of the day and year first written above.

NUCOR CORPORATION

By _______________________
Vice Chairman, Chief Financial
Officer, Secretary and Treasurer

Attest:

By _____________________
Assistant Secretary

(SEAL)

THE BANK OF NEW YORK,
as Trustee

By ________________________________
Name:
Title:

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Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 2002 (this "Second Supplemental Indenture"), is by and between NUCOR CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), and THE BANK OF NEW YORK, a New York banking corporation authorized to accept and execute trusts, as trustee (the "Trustee").

WITNESSETH

WHEREAS, the Company deems it advisable and in its best interests to issue and sell $350,000,000 in aggregate principal amount of its Notes due 2012 (the "Notes") at an initial offering price to investors of 99.945% of such aggregate principal amount; the 4.875% Notes due 2012 issued pursuant to that certain Purchase Agreement dated as of September 26, 2002 by and among the Company and Banc of America Securities LLC and Wachovia Securities, Inc., as representatives of the initial purchasers (the "Initial Purchasers") listed therein are entitled "4.875% Notes due 2012, Series A";

WHEREAS, pursuant to the Indenture dated as of January 12, 1999 between the Company and the Trustee (the "Original Indenture"), the Company may from time to time issue and sell Debt Securities in one or more series, bearing such rates of interest, if any, maturing at such time or times and having such other provisions as shall be fixed as hereinafter provided;

WHEREAS, the Company has duly authorized the execution and delivery of an indenture in the form of this Second Supplemental Indenture, and all things necessary to make this Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed;

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that in consideration of the promises and of the acceptance and purchase of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee, for the benefit of all the present and future holders of the Securities (as defined herein), as follows:

Section 1. Definitions. Terms used in this Second Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Original Indenture. As used in this Second Supplemental Indenture, unless a different meaning clearly appears from the context, the following terms shall have the meanings indicated below:

Adjusted Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, plus 0.25%.

Accredited Investor has the meaning given to that term in Rule 501 under the Securities Act.

Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in The City of New York (or other city in which the corporate trust office of the Trustee is located) are authorized by law, regulation or executive order to close.

Comparable Treasury Issue means, the United States Treasury security selected by Wachovia Securities, Inc. and its successors, or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, another Reference Treasury Dealer, as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

Comparable Treasury Price means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations (as defined below) for that redemption date.

Exchange Notes means the 4.875% Notes due 2012, Series B that may be issued in exchange for the Notes pursuant to that certain Exchange and Registration Rights Agreement dated as of the date hereof by and among the Company and Banc of America Securities LLC and Wachovia Securities, Inc., as representatives of the Initial Purchasers, which Exchange Notes are entitled "4.875% Notes due 2012, Series B".

Exchange Global Notes means one or more permanent Global Debt Securities in registered form representing the aggregate principal amount of Exchange Notes exchanged for Notes.

Exchange Registration Statement means a registration statement on the appropriate form filed by the Company that permits, when declared effective by the SEC, the exchange of the Notes for the Exchange Notes.

Reference Treasury Dealer means each of Banc of America Securities LLC and Wachovia Securities, Inc., and their respective successors, and two other primary U.S. government securities dealers in New York City selected by Wachovia Securities, Inc. (each, a "Primary Treasury Dealer"); provided however, that if any of the foregoing shall cease to be a Primary Treasury Dealer or is no longer quoting prices for United States Treasury securities, the Company will substitute another Primary Treasury Dealer.

Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference

Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding the redemption date.

Registered Exchange Offer means the offer which may be made by the Company pursuant to a registration agreement to exchange Notes for Exchange Notes.

Registration Agreement means the Exchange and Registration Rights Agreement, dated October 1, 2002, between the Company and Banc of America Securities LLC, Wachovia Securities, Inc. and the other Initial Purchasers.

SEC means the United States Securities and Exchange Commission.

Second Supplemental Indenture means this Second Supplemental Indenture between the Company and the Trustee, as amended and supplemented from time to time.

Securities means the Notes and the Exchange Notes collectively.

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

Section 2. Form, Denomination and Registration of the Notes.

The Company will issue the Notes only in registered form, without interest coupons. The Notes initially will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Notes in certificated form acquired by institutional Accredited Investors are required to be a minimum of $100,000 in aggregate principal amount of Notes acquired.

The Rule 144A Global Notes and the Regulation S Global Notes (each as defined below) and the Trustee's certificate of authentication thereon shall be in the form set forth in Exhibit A hereto. The Exchange Notes and the Trustee's certificate of authentication thereon shall be issued as Exchange Global Notes in the form set forth in Exhibit B hereto. Each of the Rule 144A Global Notes, the Regulation S Global Notes and the Exchange Global Notes shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and by the Original Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, DTC, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Each Global Note (as defined below) and each Exchange Global Note shall represent such of the outstanding Notes and Exchange Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes and Exchange Notes from time to time endorsed thereon. Any portion of the text of any Note or Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note or Exchange Note.

Notes initially sold to qualified institutional buyers within the United States and to subsequent transferees, directly or indirectly, of such Notes, including institutional Accredited Investors, will be in book-entry form represented by one or more global notes in registered form without interest coupons (the "Rule 144A Global Notes"), which will be deposited with the Trustee, as custodian for The Depository Trust Company ("DTC"), and registered in the name of DTC or its nominee. DTC shall be the Depositary (as defined in the Original Indenture) with respect to the Notes. Notes initially sold to non-U.S. persons outside the United States in reliance on Regulation S will be represented by one or more global notes in registered form without interest coupons (the "Regulation S Global Notes", which include the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes (each as defined below)). The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as the "Global Notes".

The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

The Regulation S Global Notes initially will be represented by one or more temporary global notes (the "Regulation S Temporary Global Notes") in fully registered form, without interest coupons. The Regulation S Temporary Global Notes will be deposited with the Trustee, as custodian for DTC, and registered in the name of a nominee of DTC for credit to any DTC participants holding directly or indirectly for non-U.S. person beneficial owners through the respective accounts of the Initial Purchasers (or to other accounts as they may direct) at Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe anonyme ("Clearstream"), which in turn have accounts with direct participants of DTC.

The Regulation S Temporary Global Notes will be exchangeable for permanent Regulation S Global Notes (the "Regulation S Permanent Global Notes") after the expiration of the period commencing on the latest of the date of the offering and the original issue date of the Notes and ending on the 40th day thereafter (that period through and including the 40th day is referred to as the "Restricted Period"). Prior to the end of the Restricted Period, a beneficial interest in a Regulation S Temporary Global Note may be transferred to a person who takes delivery in the form of an interest in a Rule 144A Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a person whom the transferor reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act of 1933. Beneficial interests in a Rule 144A Global Note may be transferred to a person who takes delivery in the form of an interest in a Regulation S Global Note whether before, on or after the end of the Restricted Period, only upon receipt by the Trustee of a written certification from the transferor to the effect that the transfer is being made in accordance with Regulation S, provided that if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Exchange Notes exchanged for Notes, issued initially in the form of one or more Exchange Global Notes, shall be deposited upon issuance with the Trustee, as custodian for DTC, registered in the name of DTC or its nominee, in each case for credit to an account of a

direct or indirect participant of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Exchange Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Global Notes may be exchanged for definitive Notes in registered, certificated form without interest coupons only in accordance with the provisions of the Original Indenture. All Notes in registered, certificated form shall bear and be subject to the applicable restrictive legend set forth on Exhibit A to this Second Supplemental Indenture unless the Company determines otherwise in accordance with applicable law.

Section 3. Issue, Execution and Authentication.

(a) The aggregate principal amount of the Notes to be issued by the Company and authenticated and delivered under this Second Supplemental Indenture is $350,000,000 (subject to increases or decreases from time to time by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, pursuant to instructions from the Company, in accordance with the Original Indenture or pursuant to the Registered Exchange Offer). Notwithstanding the foregoing, the Company may reopen this series of Notes and issue additional notes by Board Resolution without the consent of or notification to any Holder, and any such additional notes will have the same ranking, interest rate, maturity date, redemption rights and other terms as the Notes. Any such additional notes, together with the Notes, will be consolidated with and constitute a single series of Debt Securities under the Original Indenture.

(b) Subject to subsection (a) above and in accordance with the applicable provisions of the Original Indenture, the Trustee shall authenticate and deliver: (1) Notes for original issue in an aggregate principal amount of $350,000,000, and (2) Exchange Notes for issue only in a Registered Exchange Offer pursuant to the Registration Agreement, for a like principal amount of Notes to be exchanged pursuant to the Registered Exchange Offer.

Section 4. Principal and Interest Payments; Maturity Date. (a) The Notes shall bear interest initially at the rate of 4.875% per annum, computed based on a 360-day year consisting of twelve 30-day months, from the date of issuance and Exchange Notes shall bear interest from the last interest payment date through which interest has been paid, prior to issuance of the Exchange Notes, on the Notes in exchange for which the Exchange Notes are issued. Interest on the Notes will accrue from the date of issuance and will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2003, to the registered holders of the Notes on the preceding March 15 and September 15, respectively. The principal amount of the Notes, together with all accrued, but unpaid interest shall be due and payable in full without further notice or demand on October 1, 2012 (the "Maturity Date").

(b) Payments in respect of the Notes, subject to DTC's customary procedures, represented by Global Notes (including principal, premium, if any, and interest on the Notes) will be made by wire transfer of immediately available same day funds to the accounts specified by the holder of interests in that Global Note. With respect to Notes in registered, certificated

form, the Company will make all payments of principal, premium, if any, and interest by wire transfer of immediately available same day funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to each such holder's registered address.

(c) If any interest payment date, stated maturity date or earlier redemption date falls on a day other than a Business Day, then the required payment of principal of and premium, if any, and interest may be made on the next succeeding Business Day, as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be. The Notes will not have the benefit of a sinking fund.

Section 5. Optional Redemption. (a) The Notes will be redeemable, in whole or in part at any time and from time to time, at the Company's option, at a redemption price equal to the greater of:

. 100% of the principal amount of the Notes to be redeemed; or

. the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including the portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (determined on the third Business Day preceding the redemption date),

plus, in each case, accrued and unpaid interest thereon to the redemption date.

Section 6. Exchange of Notes For Exchange Notes. Exchanges of Notes for Exchange Notes shall be made in accordance with the provisions of Section 2.05 of the Original Indenture, as revised in this Supplemental Indenture and in connection with the Registered Exchange Offer; provided that no such exchange for Exchange Notes shall occur until an Exchange Registration Statement shall have been declared effective by the SEC and the Trustee shall have received an Officers' Certificate confirming that the Exchange Registration Statement has been declared effective by the SEC.

Section 7. Notes Deemed a Single Series. The Notes and the Exchange Notes shall be considered collectively to be a single series of Debt Securities for all purposes under the Original Indenture and this Supplemental Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Section 8. Exchange of Global Notes for other Global Notes. For purposes of this Second Supplemental Indenture, Section 2.05 of the Original Indenture shall be revised in part as follows:

(a) Subject to the operations and procedures of DTC, Euroclear and Clearstream in effect from time to time, transfers of the Notes and the Exchange Notes shall be effected in accordance with the following provisions.

(b) In connection with transfers involving an exchange of a beneficial interest in a Regulation S Global Note for a beneficial interest in a Rule 144A Global Note, or vice versa, appropriate adjustments will be made to reflect a decrease in the principal amount of the one Global Note and a corresponding increase in the principal amount of the other Global Note, as applicable. Any beneficial interest in the one Global Note that is transferred to a person who takes delivery in the form of the other Global Note will, upon transfer, cease to be an interest in the first Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in that other Global Note for as long as it remains an interest.

Section 9. Transfer of Notes. By its acceptance of the Notes, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in the Original Indenture, this Second Supplemental Indenture and in the legend affixed on such Note and agrees that it will transfer such Note only as provided in this Second Supplemental Indenture and in such Note. The Company and the Trustee shall be entitled to obtain and conclusively rely upon, in connection with any transfer of a Note other than a transaction meeting the requirements of Rule 144A, an opinion of counsel opining as to matters such as whether such Note is being transferred pursuant to an exemption from registration under the Securities Act and has any restrictions on resale, and regarding the status of the transferee, including without limitation, whether the transferee is an institutional Accredited Investor or a "U.S. Person" within the meaning of Regulation S.

Section 10. Miscellaneous. The provisions of this Second Supplemental Indenture are intended to supplement those of the Original Indenture as in effect immediately prior to the execution and delivery hereof. The Original Indenture shall remain in full force and effect except to the extent that the provisions of the Original Indenture are expressly modified by the terms of this Second Supplemental Indenture.

Section 11. Governing Law. This Second Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

Section 12. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Notes other than with respect to the Trustee's authentication and execution. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.

Section 13. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; and all such counterparts shall together constitute but one and the same instrument.

[signatures on the following page]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and delivered, all as of the day and year above written.

NUCOR CORPORATION

By:___________________________________
Chief Financial Officer, Treasurer and
Executive Vice President

Attest:

By: ______________________
Secretary

THE BANK OF NEW YORK, as Trustee

By: __________________________________
Name:
Title:

Exhibit A

FORM OF RULE 144A GLOBAL NOTES AND REGULATION S GLOBAL NOTES

[FACE OF NOTES]

Legend to be included in all Global Notes:

THIS SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE (AS DEFINED BELOW), AND NO TRANSFER OF THIS NOTE (OTHER THAN AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY BE REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Additional legend to be included in Rule 144A Global Notes and Regulation S Global Notes:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER WHOM THE SELLER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR PURCHASING NOTES FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, THAT PRIOR TO SUCH TRANSFER, WILL DELIVER A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE), AND THAT IS NOT ACQUIRING THE NOTES WITH A VIEW TO ANY RESALE OR DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (5) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (7) TO THE ISSUER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THE NOTES MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH PURCHASER, BY ITS PURCHASE OF THE NOTES, WILL BE DEEMED TO HAVE REPRESENTED AND COVENANTED THAT IT IS NOT ACQUIRING THE NOTES FOR OR ON BEHALF OF, AND WILL NOT TRANSFER THE NOTES TO, ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, EXCEPT THAT SUCH PURCHASE AND HOLDING OF NOTES FOR OR ON BEHALF OF A PENSION OR WELFARE PLAN SHALL BE PERMITTED TO THE EXTENT THAT PTCE 91-38, PTCE 90-1, PTCE 95-60, PTCE 84-14, PTCE 96-23 OR SOME OTHER STATUTORY OR ADMINISTRATIVE PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE PURCHASE AND HOLDING OF THE OFFERED NOTES BY THE PURCHASER. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

Additional legend to be included in Regulation S Temporary Global Notes:

PRIOR TO THE EXPIRATION OF THE "40 DAY DISTRIBUTION COMPLIANCE PERIOD" (AS DEFINED IN REGULATION S), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES WITHIN THE MEANING OF REGULATION S, EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE OR OTHERWISE IN ACCORDANCE WITH REGULATION S.

Paragraph to be included in Regulation S Temporary Global Notes:

This Note is a Regulation S Temporary Global Note that will be exchangeable for a permanent Regulation S Global Notes after the expiration of the period commencing on the latest of the date of this offering and the original issue date of the notes and ending on the 40th day thereafter (that period through and including the 40th day is referred to as the "Restricted Period"). During the Restricted Period, a beneficial interest in this Regulation S Temporary Note may be held only through Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, societe anonyme, which in turn have accounts with DTC.

                                Nucor Corporation

                         4.875% Notes due 2012, Series A

N-1                                                        CUSIP [670346AC9/1//
                                                                  U66980AB6/2/]

                                                           $______________/3/

     Issue Date: _____________

NUCOR CORPORATION, a Delaware corporation (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of ___________________________ ($_______________) on October 1, 2012. The 4.875% Notes due 2012, Series A are herein referred to as the "Notes".

Interest Payment Dates: April 1 and October 1, commencing April 1, 2003.

Record Dates: March 15 and September 15.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

/1/ To be included in Rule 144A Global Notes.

/2/ To be included in Regulation S Global Notes.

/3/ The aggregate principal amount of the Rule 144A Global Notes and Regulation S Global Notes shall total $350,000,000. The aggregate principal amount of the initial Rule 144A Global Note shall be $349,000,000 and the aggregate principal amount of the initial Regulation S Temporary Global Note shall be $1,000,000.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:________________________      NUCOR CORPORATION,
                                   as Issuer


                                   ________________________________________
                                   Terry S. Lisenby
                                   Chief Financial Officer, Treasurer and
                                   Executive Vice President

(Form of Trustee's Certificate of Authentication)

This 4.875% Notes due 2012, Series A is one of the series of Debt Securities referred to in the within-mentioned Indenture.

Date:________________________      THE BANK OF NEW YORK,
                                   as Trustee


                                   By______________________________________
                                       Authorized Signatory

[REVERSE SIDE OF NOTE]

NUCOR CORPORATION

4.875% Notes due 2012, Series A

(1) Principal and Interest. The Company will pay the principal of this Note on October 1, 2012.

The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date indicated on the face of this Note (each an "Interest Payment Date"), as set forth below, at the rate per annum shown above.

Interest will be payable semiannually in arrears on each Interest Payment Date, commencing April 1, 2003.

Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 1, 2002; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a regular Record Date as indicated on the face of this Note (each a "Record Date") referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest on overdue principal and premium and interest on overdue installments of interest, to the extent lawful, at the rate borne by the Notes.

The Company shall pay the Special Interest ("Special Interest"), if any, payable pursuant to Section 2 of that certain Exchange and Registration Rights Agreement dated October 1, 2002 between the Company and the initial purchasers named therein.

The Company shall pay interest on overdue principal and premium and interest on overdue installments of interest (including Special Interest), to the extent lawful, upon demand of the Trustee at the rate borne by the Notes.

(2) Method of Payment. The Company will pay interest and Special Interest (except as provided pursuant to Article Seven of the Indenture with respect to defaulted interest and interest such as Special Interest) on the principal amount of the Notes as provided above on each April 1 and October 1 to the Persons who are Holders (as reflected in the Debt Security register at the close of business on the March 15 and September 15 next preceding the applicable Interest Payment Date), even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date. On and after the redemption or repurchase of any of the Notes by the Company, interest and Special Interest, if any, shall cease to accrue on the Notes, or portion thereof, subject to redemption or repurchase. With respect to the payment of principal, the Company will make payment to the

Holder that surrenders this Note to a Paying Agent with respect to the Notes (a "Paying Agent") on or after October 1, 2012.

Principal of and premium, if any, and interest on the Notes initially will be payable, subject with respect to Global Notes to compliance with DTC's customary procedures, by wire transfer of immediately available funds to the accounts specified by the registered Holder of the Notes or, if no account is specified, by mailing a check to each such Holder's registered address. The Notes will be exchangeable and transfers of the Notes will be registrable, subject to the limitations provided in the Indenture (as defined below), at the principal corporate trust office of the Trustee (as defined below) in New York, New York.

If any Interest Payment Date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday, or a day on which banking institutions are authorized by law to close, then the required payment of principal of and premium, if any, and interest may be made on the next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be.

All payments made in respect of the Notes are to be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) Paying Agent and Registrar. Initially, the Trustee will act as authenticating agent, Paying Agent and Registrar with respect to the Notes (the "Registrar"). The Company may change any authenticating agent, Paying Agent or Registrar without notice. The Company, any Subsidiary or any affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.

(4) Indenture; Limitations. The Company issued the Notes under an Indenture dated as of January 12, 1999, as supplemented by the Second Supplemental Indenture dated October 1, 2002 (collectively, the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. Reference is made to the Indenture and the Trust Indenture Act for a full, complete and detailed statement of the purposes for which the Notes are issued, the terms on which the Notes are issued and the terms, provisions and conditions governing payment of the Notes and the provisions, among others, with respect to the nature and extent of the rights, duties and obligations of the Trustee, the Paying Agent, the Registrar, the authenticating agent, Holders and the Company. The Holder of this Note, by acceptance of this Note, is deemed to have agreed and consented to the terms and provisions of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.

Note shall represent the aggregate principal amount of such outstanding Notes from time to time endorsed thereon pursuant to the Indenture. The aggregate principal amount of outstanding Notes represented hereby may from time to time by increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as provided in the Second Supplemental Indenture.

(5) Optional Redemption. The Notes will be redeemable, at the Company's option, in whole or in part, at any time in accordance with the provisions set forth in the Indenture at a redemption price equal to the greater of 100% of the principal amount of such Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes to be redeemed (not including the portion of any such payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (determined on the third Business Day preceding such redemption date), plus, in each case, accrued and unpaid interest thereon to the redemption date.

(6) Denominations; Transfer; Exchange. (a) The Notes are in registered form without coupons in minimum denominations of $1,000 of principal amount and integral multiples of $1,000 in excess thereof. The transfer or exchange of Notes may be registered and the Notes may be exchanged in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes, fees and/or other governmental charges required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange of any Notes for a period of 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption.

(b) As provided in the Indenture and subject to certain limitations therein set forth, Notes will be issued only in registered form and initially will be represented by one or more Global Notes registered in the name of a nominee of DTC. Beneficial interests in the Notes will be shown on, and transfers thereof will be effected only through, the records maintained by DTC participants. Except for the limited circumstances described in the Indenture, owners of beneficial interests in the Notes will not be entitled to receive definitive Notes in registered, certificated form and will not be considered the Holders thereof.

(c) The Company will provide for registration of transfers of the Notes through the Registrar, initially the Trustee, subject to the operations and procedures of DTC, Euroclear and Clearstream in effect from time to time, upon receipt of the information regarding the form of transfer and the status of the transferee to be provided on the Assignment Form attached hereto, along with such other opinions of counsel, certifications and/or other information satisfactory to the Company and the Trustee in connection with certain transfers.

(7) Persons Deemed Owners. A Holder shall be treated as the owner of a Note for all purposes.

Company for payment, unless applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

(9) Defeasance and Discharge Prior to Redemption or Maturity. If the Company deposits with the Trustee, in trust, money, U.S. Government Obligations and/or Eligible Obligations or any combination of the foregoing which through the payment of interest thereof and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the then outstanding principal of, interest, if any, and premium, if any, on the Notes (and any other Debt Securities of the same series) to redemption or maturity, and complies with certain other provisions of the Indenture relating thereto, (i) the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes and (ii) certain provisions set forth in the Indenture will no longer be in effect with respect to the Notes. In addition, the Company can obtain a Discharge (as defined in the Indenture) with respect to all the Debt Securities of a series by depositing with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the Debt Securities of that series, provided that all of the Debt Securities of that series are by their terms to become due and payable within one year or are to be called for redemption within one year.

(10) Amendment; Supplement; Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and, subject to Section 13 hereof, any existing default or Event of Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding; provided, however, that no supplemental indenture may, without the consent of the Holders of all Debt Securities of that series then outstanding
(i) change the fixed maturity (which term for these purposes does not include payments due pursuant to any sinking, purchase or analogous fund) of those Debt Securities, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, reduce any premium payable upon the redemption thereof or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date without the consent of the holder of each debt security so affected), or (ii) reduce the percentage of Debt Securities of a series required to approve any such supplemental indenture. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, clarify or cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder in any material respect.

(11) Restrictive Covenants. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries, among other things, to (a) create, assume, issue, guarantee, or incur any Secured Indebtedness, (b) enter into any Sale and Leaseback Transaction, (c) merge into or consolidate with or convey or transfer its properties substantially as an entirety to any person. Within 120 days after the end of the last fiscal quarter of each year, the Company shall deliver to the Trustee an Officers' Certificate stating whether or not the signers know of any noncompliance with the terms, provisions, covenants and conditions under the Indenture.

(12) Successor Persons. When a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, as permitted by the Indenture, the predecessor person will be released from those obligations.

(13) Defaults and Remedies. An Event of Default is: (a) a default in the payment of any installment of interest upon the Notes (or other Debt Securities of the same series), and continuance of such default for 10 days after receipt by the Company of written notice of such default from any Person;
(b) default in the payment of the principal of or premium, if any, on the Notes (or other Debt Securities of the same series), as the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise, and continuance of such default for 10 days after receipt by the Company of a written notice of such default from any Person; (c) failure by the Company to observe or perform any other covenants under the Indenture for 90 days after receipt by the Company of a written notice by the Trustee or receipt by the Company and the Trustee of written notice by Holders of at least 25% of the aggregate principal amount of the Notes (or other Debt Securities of the same series) then outstanding; and (d) certain events of bankruptcy, insolvency and reorganization as described in the Indenture.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such Holders shall, declare all the Notes to be due and payable. Holders may not enforce the Indenture or the Notes, or take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations under the Indenture, Holders of at least a majority in principal amount of the Notes then outstanding may direct in accordance with the provisions of the Indenture the Trustee in its exercise of any trust or power, including waiver of all past defaults, rescission and annulment of a declaration of acceleration and its consequences and exercise of any right, remedy or power available to the Trustee.

Prior to any declaration accelerating the maturity of any series of Debt Securities, the Holders of a majority in principal amount of the outstanding Debt Securities of that series may, on behalf of the Holders of all Debt Securities of that series, waive any past default or Event of Default with respect to the Debt Securities of that series except a default (i) in the payment of principal of, premium, if any, or interest, if any, on any Debt Securities of that series or (ii) in regard to a covenant or provision applicable to that series that cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of that series. After the principal of all outstanding Debt Securities of a series such as the Notes has been declared due and payable but before any judgment or decree for the payment of the money has been obtained or entered, the Holders of a majority in principal amount of the outstanding Debt Securities of that series may waive all defaults with respect to all Debt Securities of that series and rescind and annul that declaration if the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of principal, premium, if any, and interest which has become due other than by acceleration, and any and all other Events of Default with respect to that series of Debt Securities have been remedied, cured or waived.

(14) Trustee Dealings with Company. Except as prohibited by the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates and may otherwise deal with the Company or its Affiliates as if it were not the Trustee.

(15) No Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on the Notes issued under the Indenture or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any of the Company's obligations, covenants or agreements in the Indenture, or in Notes or because of the creation of any Indebtedness represented thereby, shall be had against any of the Company's incorporators, stockholders, officers, directors or employees or of any successor Person thereof. Each Holder, by accepting Notes issued under the Indenture, waives and releases all such liability. The waiver and release are a condition of, and part of the consideration for the issuance of the Notes.

(16) Authentication. This Note shall not be entitled to any right or benefit under the Indenture, or be valid, or become obligatory for any purpose, until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Note.

(17) Governing Law. The Securities shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Nucor Corporation, 2100 Rexford Road, Charlotte, North Carolina 28211, Attention: Terry S. Lisenby.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee's name, address and zip code)

(Insert assignee's Soc. Sec. or Tax I.D. No.)

and irrevocably appoint ____________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: ___________________             Your Signature: ________________
                                            (sign exactly as your name
                                            appears on the other side
                                            of the Note)

The Holder understands that the Notes were offered and sold in transactions not involving any public offering in the United States within the meaning of the Securities Act, have not been and will not be registered under the Securities Act or any securities or "Blue Sky" laws of any jurisdiction, and may not be reoffered, resold, pledged or otherwise transferred except (A) as set forth in (i) - (vii) below; and (B) in accordance with all applicable securities and "Blue Sky" laws of the states of the United States and any other applicable jurisdictions.

Check one below

(i) _____ to a person that the Holder reasonably believes is a qualified institutional buyer that purchases for its own account or the account of another qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A under the Securities Act, in a transaction meeting the requirements of Rule 144A,

(ii) _____ to an institutional investor that is an accredited investor purchasing Notes for its own account, or for the account of another institutional accredited investor, that prior to such transfer, will deliver a certificate to the Trustee in the form attached hereto as Appendix A, and that is not acquiring the Notes with a view to any resale or distribution thereof in violation of the Securities Act,

(iii) _____ in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act,

(iv) _____ pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available),

(v) _____ pursuant to another exemption available under the Securities Act,

(vi) _____ pursuant to an effective registration statement under the Securities Act, or

(vii) _____ to the Company.

The Holder acknowledges and agrees that the Company and the Trustee reserve the right, prior to any offer, sale or other transfer of Notes pursuant to clause (ii), (iii), (iv) or (v) above, to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. The Holder will, and each subsequent Holder is required to, notify any subsequent purchaser from such Holder of the resale restrictions set forth in (A) and (B) above.

Signature

Signature Guarantee:

(Signature must be guaranteed by a member form of the New York Stock Exchange or a commercial bank or trust company)

TO BE COMPLETED BY PURCHASER IF (i) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule l44A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated: ________________________                     ____________________________
                                                    Notice: To be executed by an
                                                    executed officer

                                       2

                                                                      APPENDIX A

Banc of America Securities LLC
Wachovia Securities, Inc.

As Representatives of the Initial
Purchasers in connection with the Offering Memorandum referred to below

Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina 28211

Dear Sirs and Mesdames:

We are delivering this letter in connection with an offering of 4.875% Notes due 2012 (the "notes") of Nucor Corporation (the "Company"), all as described in the confidential offering memorandum (the "offering memorandum") relating to the offering.

We hereby confirm that:

(a) we are an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the "Securities Act") (an "institutional accredited investor");

(b) any purchase of the notes by us will be for our own account or for the account of one or more other institutional accredited investors for which we exercise sole investment discretion;

(c) in the event that we purchase any of the notes, we will acquire notes having a minimum purchase price of $100,000 in aggregate principal amount, in each case for our own account or for any separate account for which we are acting;

(d) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the notes, and we and any accounts for which we are acting are each able to bear the economic risks of our or their investment;

(e) we are not acquiring the notes with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act; and

(f) we have received a copy of the offering memorandum and acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase the notes.

We understand that the notes are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the notes have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for which we acquire any notes, that if in the future we decide to offer, resell, pledge or otherwise transfer such notes, such notes may be offered, resold, pledged or otherwise transferred only (A)(i) to a person that we reasonably believe is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act that purchases for its own account or the account of another qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, in a transaction meeting the requirements of Rule 144A, (ii) to an institutional investor that is an accredited investor purchasing notes for its own account, or for the account of another institutional accredited investor, that prior to such transfer will deliver a certificate to the trustee substantially in the form of this certificate, and that is not acquiring the notes with a view to any resale or distribution thereof in violation of the Securities Act, (iii) in an offshore transaction complying with Rule 904 of Regulation S under the Securities Act,
(iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (v) pursuant to another exemption available under the Securities Act, (vi) pursuant to an effective registration statement under the Securities Act, or (vii) to the Company; and (B) in accordance with all applicable securities and "Blue Sky" laws of the states of the United States and any other applicable jurisdictions. We will, and each subsequent holder is required to, notify any subsequent purchaser from it of the resale restrictions set forth in (A) and (B) above. We understand that, prior to any transfer referred to in clause (ii), (iii), (iv) or (v) of the preceding sentence, we must furnish to the trustee for the notes such certifications, legal opinions and other information as the Company or the trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

We acknowledge that you, the Company and others will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete.

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                                            Name of Purchaser

Date:___________________________________   By: _________________________________
                                           Name:
                                           Title:
                                           Address:

                                       4

                                                                       Exhibit B

FORM OF EXCHANGE GLOBAL NOTES

[FACE OF NOTES]

Legend to be included in all Global Notes:

Additional legend to be included in Securities relating to Restricted Holders (as defined in the Registration Agreement contemplated by the Indenture):

THE NOTES EVIDENCED HEREBY ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE AND OTHER APPLICABLE

LAWS AND ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION AVAILABLE UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THE NOTES MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH PURCHASER, BY ITS PURCHASE OF THE NOTES, WILL BE DEEMED TO HAVE REPRESENTED AND COVENANTED THAT IT IS NOT ACQUIRING THE NOTES FOR OR ON BEHALF OF, AND WILL NOT TRANSFER THE NOTES TO, ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, EXCEPT THAT SUCH PURCHASE AND HOLDING OF NOTES FOR OR ON BEHALF OF A PENSION OR WELFARE PLAN SHALL BE PERMITTED TO THE EXTENT THAT PTCE 91-38, PTCE 90-1, PTCE 95-60, PTCE 84-14, PTCE 96-23 OR SOME OTHER STATUTORY OR ADMINISTRATIVE PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE PURCHASE AND HOLDING OF THE OFFERED NOTES BY THE PURCHASER. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

                       Nucor Corporation

                4.875% Notes due 2012, Series B

N-1                                               CUSIP _______________

                                                  $_________________
Issue Date: _____________

Interest Payment Dates: April 1 and October 1, commencing from the last interest payment date through which interest has been paid, prior to issuance of these Notes, on the 4.875% Notes due 2012, Series A.

Record Dates: March 15 and September 15.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date: _______________________        NUCOR CORPORATION,
                                     as Issuer


                                     ____________________________________
                                     Terry S. Lisenby
                                     Chief Financial Officer, Treasurer and
                                     Executive Vice President

(Form of Trustee's Certificate of Authentication)

This 4.875% Notes due 2012, Series B is one of the series of Debt Securities referred to in the within-mentioned Indenture.

Date: _______________________ THE BANK OF NEW YORK,
as Trustee

By _________________________________
Authorized Signatory

[REVERSE SIDE OF NOTE]

NUCOR CORPORATION

4.875% Notes due 2012, Series B

(1) Principal and Interest. The Company will pay the principal of this Note on October 1, 2012.

Interest will be payable semiannually in arrears on each Interest Payment Date, commencing from the last interest payment date through which interest has been paid, prior to issuance of these Notes, on the 4.875% Notes due 2012, Series A.

The Company shall pay interest on overdue principal and premium and interest on overdue installments of interest, to the extent lawful, at the rate borne by the Notes.

The Company shall pay interest on overdue principal and premium and interest on overdue installments of interest, to the extent lawful, upon demand of the Trustee at the rate borne by the Notes.

(2) Method of Payment. The Company will pay interest (except as provided pursuant to Article Seven of the Indenture with respect to defaulted interest and interest) on the principal amount of the Notes as provided above on each April 1 and October 1 to the Persons who are Holders (as reflected in the Debt Security register at the close of business on the March 15 and September 15 next preceding the applicable Interest Payment Date), even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date. On and after the redemption or repurchase of any of the Notes by the Company, interest, if any, shall cease to accrue on the Notes, or portion thereof, subject to redemption or repurchase. With respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to a Paying Agent with respect to the Notes (a "Paying Agent") on or after October 1, 2012.

Principal of and premium, if any, and interest on the Notes initially will be payable, subject with respect to Global Notes to compliance with DTC's customary procedures, by wire transfer of

immediately available funds to the accounts specified by the registered Holder of the Notes or, if no account is specified, by mailing a check to each such Holder's registered address. The Notes will be exchangeable and transfers of the Notes will be registrable, subject to the limitations provided in the Indenture (as defined below), at the principal corporate trust office of the Trustee (as defined below) in New York, New York.

All payments made in respect of the Notes are to be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

The Notes are general unsecured obligations of the Company. This Note is not secured by any collateral, including assets of the Company or any of its Subsidiaries. The Second Supplemental Indenture establishes the original aggregate principal amount of the Notes at $350,000,000, all of which were issued by the Company on the Issue Date indicated on the face of this Note, and this Note shall represent the aggregate principal amount of such outstanding Notes from time to time endorsed thereon pursuant to the Indenture. The aggregate principal amount of outstanding Notes represented hereby may from time to time by increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as provided in the Second Supplemental Indenture.

(7) Persons Deemed Owners. A Holder shall be treated as the owner of a Note for all purposes.

(8) Unclaimed Money. If money for the payment of principal and premium, if any, or interest remains unclaimed for one year, the Trustee or the Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Person; (b) default in the payment of the principal of or premium, if any, on the Notes (or other Debt Securities of the same series), as the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise, and continuance of such default for 10 days after receipt by the Company of a written notice of such default from any Person; (c) failure by the Company to observe or perform any other covenants under the Indenture for 90 days after receipt by the Company of a written notice by the Trustee or receipt by the Company and the Trustee of written notice by Holders of at least 25% of the aggregate principal amount of the Notes (or other Debt Securities of the same series) then outstanding; and (d) certain events of bankruptcy, insolvency and reorganization as described in the Indenture.

represented thereby, shall be had against any of the Company's incorporators, stockholders, officers, directors or employees or of any successor Person thereof. Each Holder, by accepting Notes issued under the Indenture, waives and releases all such liability. The waiver and release are a condition of, and part of the consideration for the issuance of the Notes.

(17) Governing Law. The Securities shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

(18) Additional Rights. In addition to the rights provided to the Holders under the Indenture, the Holders shall have the rights given to them under the Exchange and Registration Rights Agreement referred to above for so long as any such rights shall remain in effect pursuant to such Exchange and Registration Rights Agreement.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee's name, address and zip code)

(Insert assignee's Soc. Sec. or Tax I.D. No.)

and irrevocably appoint ____________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: ___________________                Your Signature:___________________
                                                 (sign exactly as your name
                                                  appears on the other side
                                                  of the Note)

The Holder understands that the Notes relating to this Assignment Form are "restricted securities" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and may not be reoffered, resold, pledged or otherwise transferred except pursuant to (A)(i) an exemption available under the Securities Act, as described below, or (ii) an effective registration statement under the Securities Act and (B) in accordance with all applicable securities and "Blue Sky" laws of the states of the United States and any other applicable jurisdictions.

Description of Transfer:________________________________________________________

The Holder acknowledges and agrees that the Company and the Trustee reserve the right, prior to any offer, sale or other transfer of Notes pursuant to clause (A)(i) above, to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. The Holder will, and each subsequent Holder is required to, notify any subsequent purchaser from such Holder of the resale restrictions set forth in (A) and (B) above.

Signature

Signature Guarantee:

(Signature must be guaranteed by
a member form of the New York Stock Exchange or a commercial bank or
trust company)

EXHIBIT 4.3

EXECUTION COPY

Nucor Corporation

4.875% Notes due 2012

Exchange and Registration Rights Agreement

October 1, 2002

Banc of America Securities LLC
Wachovia Securities, Inc.
Banc One Capital Markets, Inc.
CIBC World Markets Corp.
BNY Capital Markets, Inc.

c/o Wachovia Securities, Inc.
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Ladies and Gentlemen:

Nucor Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the Purchasers (as defined herein), for which Banc of America Securities LLC and Wachovia Securities, Inc. are acting as representatives (the "Representatives"), upon the terms set forth in the Purchase Agreement (as defined herein) its 4.875% Notes due 2012, Series A. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1. CERTAIN DEFINITIONS.

For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

"Base Interest" shall mean the interest that would otherwise accrue on the Securities (as defined herein) under the terms thereof and the Indenture (as defined herein), without giving effect to the provisions of this Agreement.

The term "broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act (as defined herein).

"Closing Date" shall mean the date on which the Securities (as defined herein) are initially issued pursuant to the Purchase Agreement.

"Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act (as defined herein), whichever is the relevant statute for the particular purpose.

"Effective Time," in the case of (i) an Exchange Registration (as defined herein), shall mean the time and date as of which the Commission declares the Exchange Registration Statement (as defined herein) effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration (as defined herein), shall mean the time and date as of which the Commission declares the Shelf Registration Statement (as defined herein) effective or as of which the Shelf Registration Statement otherwise becomes effective.

"Electing Holder" shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire (as defined herein) to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor thereto, as the same shall be amended from time to time.

"Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.

"Exchange Registration Statement" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.

The term "holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including successors or assigns), in each case for so long as such person owns any Registrable Securities.

"Indenture" shall mean the Indenture, dated as of January 12, 1999, between the Company and The Bank of New York, a national banking association, as trustee (together with any successor, the "Trustee"), as the same shall be amended or supplemented from time to time.

"Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

The term "person" shall mean a corporation, association, partnership, limited liability company, organization, business, or similar entity or an individual, government or political subdivision thereof or governmental agency.

"Purchase Agreement" shall mean the Purchase Agreement, dated as of September 26, 2002, between the Purchasers and the Company relating to the Securities.

"Purchasers" shall mean the Purchasers named in Schedule I to the Purchase Agreement.

"Registrable Securities" shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time, with respect to such a broker-dealer, as such broker-dealer no longer is required to deliver a prospectus in connection with sales made by it); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

"Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.

"Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.

"Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof.

"Restricted Holder" shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder's business,
(iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

"Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

"Securities" shall mean the 4.875% Notes due 2012, Series A of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof, respectively, pursuant to the Indenture.

"Securities Act" shall mean the Securities Act of 1933, as amended, or any successor thereto, as the same shall be amended from time to time.

"Shelf Registration" shall have the meaning assigned thereto in
Section 2(b) hereof.

"Shelf Registration Statement" shall have the meaning assigned thereto in Section 2(b) hereof.

"Special Interest" shall have the meaning assigned thereto in Section 2(c) hereof.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

2. REGISTRATION UNDER THE SECURITIES ACT.

(a) Except as set forth in Section 2(b) below, the Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement," and such offer, the "Exchange Offer") any and all of the Securities (other than the Exchange Securities) for a like aggregate principal amount of debt securities issued by the Company, which debt securities are substantially identical to the Securities (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain (i) provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"), or (ii) legends regarding transfer restrictions relating to the registration requirements under the Securities Act or an exemption therefrom (except in the case of a sale to a Restricted Holder). The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to

become effective under the Securities Act as soon as practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days (or such longer period as may be required under applicable securities laws) and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without need for further compliance with Section 5 of the Securities Act and with the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by a broker-dealer of Exchange Securities received by such broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities (other than those held by Restricted Holders) pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company, and (y) to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as each such broker-dealer no longer is required to deliver a prospectus in connection with a sale by it of Registrable Securities. With respect to such Exchange Registration Statement, each broker-dealer that holds Exchange Securities received in an Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Company shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and
(e) hereof.

(b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for such Registrable Securities are not or would not be, upon receipt, transferable by each such holder without need for further compliance with Section 5 of the Securities Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement

applicable to resales by a broker-dealer of Exchange Securities received by such broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), (ii) such Exchange Offer has not been completed within 225 days following the Closing Date, or (iii) a holder of the Registrable Securities notifies the Company that (A) the holder is prohibited by law or Commission policy from participating in the Exchange Offer, (B) the holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is inappropriate or unavailable for such resales by the holder, or (C) the holder is a broker-dealer and holds Securities that are part of an unsold allotment from the initial sale of Securities, the Company shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by
Section 2(a), file under the Securities Act as soon as practicable, but no later than 30 days after the time such obligation to file arises, a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the "Shelf Registration" and such registration statement, the "Shelf Registration Statement"). The Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as all Registrable Securities registered under the Shelf Registration Statement are disposed of in accordance therewith, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action reasonably necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. During the period that the Company is required to keep the Shelf Registration Statement effective under this Section 2(b), the Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively,

or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded promptly by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through
(iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue at a rate of 0.25% per annum thereafter, which will increase to a rate of 0.50% per annum if the Registration Default is not cured within 90 days, until the applicable Registration Default has been cured. In the event that the Company cures the Registration Default, Special Interest will no longer accrue and, therefore, the interest rate on the Securities shall revert to the Base Interest.

(d) The Company shall take all reasonable actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated.

(e) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

(f) As a condition to its participation in the Exchange Offer pursuant to the terms of this Exchange and Registration Rights Agreement, each holder of Securities shall furnish, prior to the consummation of the Exchange Offer, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) that it is not a Restricted Holder. In addition, each holder participating in the Exchange Offer which is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company) must acknowledge in writing (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) that it will deliver a prospectus meeting the requirements of the Securities Act in connection with a resale by it of the Exchange Securities; however, by so acknowledging and by delivering such a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Any holder who is a Restricted Holder with respect to Exchange Securities to be acquired pursuant to the Exchange Offer, including any broker-dealer who purchased Securities from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, must comply with the registration and prospectus delivery requirements under the Securities Act.

3. REGISTRATION PROCEDURES.

If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply to all Securities collectively:

(a) At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act.

(b) In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c) In connection with the Company's obligations with respect to the registration of Exchange Securities as contemplated by
Section 2(a) (the "Exchange Registration"), if applicable, the Company shall, as soon as reasonably practicable (or as otherwise specified):

(i) prepare and file with the Commission, no later than 90 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its reasonable best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 180 days after the Closing Date;

(ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or, with respect to a prospectus (or amendment or supplement thereto), includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or with respect to the registration statement (or amendment thereto), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(iv) in the event that the Company would be required, pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, as promptly as practicable prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each broker-dealer holding Exchange Securities during the Resale Period agrees that upon receipt of any notice from the Company pursuant to
Section 3(c)(iii)(F) above, such broker-dealer shall forthwith discontinue disposition of Exchange Securities pursuant to the Exchange Registration Statement applicable to such Exchange Securities until such broker-

dealer shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such broker-dealer shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such broker-dealer's possession of the prospectus covering such Exchange Securities at the time of receipt of such notice;

(v) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi) use its reasonable best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such United States jurisdictions as are contemplated by Section 2(a), if such registration or qualification is required by such laws, no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that the Company shall not be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(vii) use its reasonable best efforts to obtain the consent or approval of each United States governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time;

(ix) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(d) In connection with the Company's obligations with respect to the Shelf Registration, if applicable, the Company shall, as soon as reasonably practicable (or as otherwise specified):

(i) prepare and file with the Commission, as soon as reasonably practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

(ii) not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

(iii) after the Effective Time of the Shelf Registration Statement, (A) upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder, and (B) upon receipt by the Company of a completed and signed Notice and Questionnaire from any holder of Registrable Securities that is not then an Electing Holder, take action reasonably necessary to cause such holder to be named as a selling securityholder in the Shelf Registration Statement and to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;

(iv) as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi) provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company's principal place of business or such other reasonable place for inspection by the persons referred to in
Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the Company and its counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that, prior to such inspection and inquiry, each such party shall be required to agree in writing to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or
(C) in the judgment of the Company and the Electing Holders, such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the U.S. federal securities laws and the rules and regulations of the Commission and, with respect to a prospectus (or amendment or supplement thereto), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or with respect to the registration statement (or amendment thereto), does not contain an untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements therein not misleading;

(viii) promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such notification in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by
Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or, with respect to a prospectus (or amendment or supplement thereto), includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or with respect to the registration statement (or amendment thereto), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(ix) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(x) if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount

of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi) furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii) use its reasonable best efforts to (A) register or qualify, if such registration or qualification is required, the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such United States jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and (C) take any and all other actions as may

be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities during the period the Shelf Registration is required to remain effective under Section 2(b) above; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this
Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(xiii) use its reasonable best efforts to obtain the consent or approval of each United States governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

(xiv) unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be printed, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends (except in the case of a sale to a Restricted Holder); and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

(xv) provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xvi) enter into one or more underwriting agreements, engagement letters, agency agreements, "best efforts" underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 25% in aggregate principal amount of the Registrable Securities at the time participating in the offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(xvii) whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales

agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain (i) an opinion of counsel to the Company in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 25% in aggregate principal amount of the Registrable Securities at the time participating in the offering may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the valid existence as a corporation and good standing of the Company, with power and authority to own its properties and conduct its business as described in the Shelf Registration Statement, the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization of the Securities and that upon due execution, issuance and delivery, the Securities will be valid and legally binding obligations of the Company, entitled to the benefits provided by the Indenture; the absence to such counsel's knowledge of material legal or governmental proceedings involving the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under State securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein with the requirements of the Securities Act and the rules and regulations of the Commission thereunder; and (ii) as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, a statement of counsel to the Company to the effect that no facts have come to such counsel's attention that lead it to believe that the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, or the prospectus included therein, as then amended or supplemented, or the documents filed with the Commission pursuant to Section
13(a), 13(c) or 15(d) of the Exchange Act and incorporated therein (other than the financial statements and notes and schedules thereto and the other financial and statistical data included in or derived or omitted therefrom) contained as of its date an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (such counsel basing its determination of materiality as to matters of fact to a certain extent upon discussions with officers and other representatives of the Company), such opinion to be subject to customary qualifications and limitations; (C) obtain a "cold comfort" letter or letters from the independent certified public accountants of the

Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type (it being agreed that the matters to be covered by such comfort letter shall include the matters covered in the comfort letter delivered pursuant to Section 7(c) of the Purchase Agreement on the Closing Date); (D) deliver such documents and certificates, including officers' certificates, as may be reasonably requested by any Electing Holders of at least 25% in aggregate principal amount of the Registrable Securities at the time participating in the offering or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

(xviii) notify in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix) in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Conduct Rules") of the National Association of Securities Dealers, Inc. ("NASD") or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a "qualified independent underwriter" (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such

Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall as promptly as practicable prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Electing Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder's intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act or State securities or blue sky laws. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the

occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Electing Holder further agrees that in the event the amount of Registrable Securities that are beneficially owned by such Electing Holder and are registered pursuant to such Shelf Registration is reduced due to a sale of such Registrable Securities under such Shelf Registration, such Electing Holder shall deliver to the Company and the Trustee, at the time of such sale, a Notice of Transfer as set forth in Exhibit B.

(g) Until the earlier of (i) the expiration of two years after the Closing Date, or (ii) such time as the Exchange Offer has been completed or the Shelf Registration Statement has become or been declared effective by the Commission, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act, or in the case of any such affiliate pursuant to Rule 144 under the Securities Act.

The Company shall furnish to each holder of the Securities the prospectus, and any supplements thereto, forming a part of the Exchange Registration Statement, and any amendments thereto, and all other exchange materials required to consummate the Exchange Offer.

4. REGISTRATION EXPENSES.

The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company's performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with any qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may reasonably designate, including any reasonable fees and disbursements of counsel for the Electing Holders (subject to the limitations of clause (i) below) or underwriters in connection with any such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration

statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company's officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance), (h) reasonable fees, disbursements and expenses of any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration filed with respect to Registrable Securities, as selected by the Electing Holders of at least a majority in aggregate principal amount of Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons retained by the Company in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so reasonably incurred, assumed or paid promptly after receipt of a request therefor (accompanied by receipts, invoices or other documentary evidence, as appropriate). Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

5. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to, and agrees with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a) Each registration statement covering Registrable Securities at the time it is declared effective and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) hereof, as of the date of the prospectus, and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission or as of its date, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the applicable rules

and regulations of the Commission thereunder and, with respect to a prospectus (or amendment or supplement thereto), will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or with respect to the registration statement (or amendment thereto), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(c)(iii)(F) or Section 3(d)(viii)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(c)(iv) or Section 3(e) hereof, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(c) or Section 3(d) hereof, as then amended or supplemented, will conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain, with respect to a prospectus (or amendment or supplement thereto),an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or with respect to the registration statement (or amendment thereto), will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of a holder of Registrable Securities expressly for use therein.

(b) Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they are or were filed with the Commission, will conform or conformed in all material respects to the requirements of the Exchange Act and, when read together with the other information in the applicable prospectus, none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(c) The compliance by the Company with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of the Company is bound or to which any of the property or assets of the Company or any subsidiary of the Company is subject, except for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a material adverse effect on any of the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"), nor will such action result in any violation of the provisions of the certificate of incorporation, as

amended, or the by-laws of the Company or any law, statute, or any order known to the Company, or rule or regulation of any United States court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties other than violations which would not individually or in the aggregate have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications, if any, as have already been or will have been prior to the closing on the Closing Date obtained under the Securities Act and the Trust Indenture Act or as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities.

(d) This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company.

6. INDEMNIFICATION.

(a) Indemnification by the Company. In the event of a registration of the Registrable Securities pursuant to Section 2(a) or 2(b) hereof, the Company will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, Electing Holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any holder, Electing Holder, agent or underwriter expressly for use therein, and that the foregoing indemnity with respect to

any preliminary or summary prospectus shall not inure to the benefit of any holder, Electing Holder, agent or underwriter (or to the benefit of any officer, director or partner of such holder, Electing Holder, agent or underwriter or each person controlling any such holder, Electing Holder, agent or underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased Registrable Securities if such untrue statement or omission or alleged untrue statement or omission made in such preliminary or summary prospectus is eliminated or remedied in the final prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) and if a copy of the final prospectus (as so amended or supplemented, but excluding the documents incorporated by reference therein), shall not have been furnished to such person at or prior to the sale of such Registrable Securities to such person.

(b) Indemnification by the Holders and any Agents and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to
Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company and all other holders of Registrable Securities against any losses, claims, damages or liabilities to which the Company or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company for any reasonable legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this
Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such subsection, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party

shall not relieve such indemnifying party from any liability which it may have to any indemnified party otherwise under such subsection. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if the indemnified party has determined, in its reasonable judgment, that there may be one or more defenses available to the indemnified party which may be different from or additional to those available to the indemnifying party and that the existence of such different or additional defenses creates, in the reasonable judgment of such indemnified party, a conflict in connection with the joint representation of the indemnified party and the indemnifying party, then the indemnified party shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel for the indemnified party shall be paid by the indemnifying party; provided, however, that the indemnifying party shall only be obligated to pay the reasonable fees and expenses of a single law firm (and any reasonably necessary local counsel) employed by all of the indemnified parties unless any indemnified party has determined, in its reasonable judgment, that there may be one or more defenses available to it which may be different from or additional to those available to another indemnified party and that the existence of such different or additional defense creates, in its reasonable judgment, a conflict in connection with the joint representation of the indemnified parties, in which case the indemnifying party shall be obligated to pay the reasonable fees and expenses of a separate single law firm (and any reasonably necessary local counsel) employed by each such indemnified party to which such conflict relates. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Contribution. If for any reason the indemnification provisions provided for in this Section 6 are unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such

proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this
Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 6(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total offering price at which the Registrable Securities underwritten and resold by it exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

(e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder and each person, if any, who controls any holder, Electing Holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any Electing Holders, agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, Electing Holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.

7. UNDERWRITTEN OFFERINGS.

For an underwritten offering of Securities, the following provisions shall apply to all Securities collectively:

(a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b) Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder
(i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. RULE 144.

The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder's sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements. The Company shall not be required to comply with this Section 8 if the Exchange Offer has been completed.

9. MISCELLANEOUS.

(a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

(b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement.

(c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, if delivered personally or by courier, (ii) transmitted by any standard form of telecommunication upon receipt of a signal confirming receipt, or (iii) three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to Nucor Corporation, 2100 Rexford Road, Charlotte, North Carolina 28211, Attention: Chief Financial Officer, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d) Parties in Interest. All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities

pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(f) Governing Law. This Exchange and Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws.

(g) Headings. The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.

(h) Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended, and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i) Inspection. For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j) Counterparts. This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,

Nucor Corporation

By: _______________________
Name:
Title:

Accepted as of the date hereof:
Banc of America Securities LLC
Wachovia Securities, Inc.
As Representatives on behalf of each of the Purchasers

Banc of America Securities LLC

By: _________________________
Name:
Title:

Wachovia Securities, Inc.

By: _________________________
Name:
Title:

Exhibit A

Nucor Corporation

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Nucor Corporation (the "Company") 4.875% Notes due 2012 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities Act of 1933, as amended, for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement as of the date and time such registration statement becomes or is declared effective by the Securities and Exchange Commission depend upon their returning the Notice and Questionnaire by
[Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Nucor Corporation, Attention: Terry S. Lisenby, 2100 Rexford Road, Charlotte, North Carolina 28211 (Telephone number: (704) 366-7000).

*Not less than 28 calendar days from date of mailing.

A-1

Nucor Corporation

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") between Nucor Corporation (the "Company") and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form [__] (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 4.875% Notes due 2012 (the "Securities"). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement as of its Effective Time, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE
[Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)(a) Full Legal Name of Selling Securityholder:

(b) Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:

(c) Full Legal Name of DTC Participant (if applicable and if not the same as
(b) above) Through Which Registrable Securities Listed in Item (3) below are Held:

(2) Address for Notices to Selling Securityholder:

Telephone:
Fax:
Contact Person:

(3) Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

(a) Principal amount of Registrable Securities beneficially owned: _______

CUSIP No(s). of such Registrable Securities: _______________________

(b) Principal amount of Securities other than Registrable Securities beneficially owned:

CUSIP No(s). of such other Securities: ___________________________

(c) Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement: __________________

CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement: __________________________________________

A-4

(4) Beneficial Ownership of Other Securities of the Company:

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).

State any exceptions here:

(5) Relationships with the Company:

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

A-5

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through
(6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under
Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i) To the Company:

Nucor Corporation 2100 Rexford Road Charlotte, North Carolina 28211 Attn: Terry S. Lisenby

(ii) With a copy to:

Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202
Attn: B. Andrew Pickens, Jr.

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company's counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect to principles of conflicts of laws.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: __________________________________

Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities)

By: _________________________________________________________ Name:
Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202
Attn: B. Andrew Pickens, Jr.

A-7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Nucor Corporation
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286

Attention: Corporate Trust Trustee Administration

Re: Nucor Corporation (the "Company") 4.875% Notes due 2012

Dear Sirs:

Please be advised that ________________ has transferred $____________________ aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [ ] (File No. 333- ) filed ______________________by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus dated ___________ or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

Very truly yours,

(Name)

By:
(Authorized Signature)

B-1

Exhibit 12.1

Ratio of Earnings to Fixed Charges
Nucor Corporation

                                                                                                                 Nine months
                                                             Years ended December 31,                               ended
                                     -------------------------------------------------------------------------   September 28,
                                        1997             1998             1999          2000          2001           2002
                                     ------------    -------------     -----------    ----------    ----------    ------------
                                                                  (In thousands, except ratios)
Earnings (1):
Earnings before federal income
taxes                                   $460,182         $415,309        $379,189      $478,308      $173,861        $181,989
Plus: state income taxes (2)              23,927           23,748          13,446        16,910         5,508         (1,827)
Plus: minority interests (3)              90,517           91,641          85,783       151,461       103,069          66,224
Plus: losses from equity
investments                                   --               --              --           235           740           2,573
Plus: fixed charges (interest
expense)                                   9,282           10,863          20,516        22,449        22,002          14,712
Less: minority interests in
subsidiaries that have not
 incurred fixed charges                 (90,517)         (91,641)        (85,783)     (151,461)     (103,069)        (66,224)
                                     ------------    -------------     -----------    ----------    ----------    ------------
                                        $493,391         $449,920        $413,151      $517,902      $202,111        $197,447
                                     ============    =============     ===========    ==========    ==========    ============

Fixed charges (4):
Interest expense                        $  9,282         $ 10,863        $ 20,516      $ 22,449      $ 22,002        $ 14,712
                                     ============    =============     ===========    ==========    ==========    ============

Ratio of earnings to fixed charges         53.16            41.42           20.14         23.07          9.19           13.42
                                     ============    =============     ===========    ==========    ==========    ============

(1) Earnings consist of earnings before federal income taxes, state income taxes, minority interests, losses from equity investments and fixed charges, less minority interests in pre-tax income of subsidiaries that have not incurred fixed charges.
(2) For purposes of this table, state income taxes include certain state franchise taxes.
(3) For purposes of this table, minority interests reflect the amounts broken out as a separate line item in the Income Statement Data portion of the Selected Historical Consolidated Financial Data set forth in the prospectus.
(4) Fixed charges consist of interest expense.

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated January 31, 2002 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders, which is incorporated by reference in Nucor Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

Charlotte, North Carolina
December 12, 2002

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

                           ---------------------------

NUCOR CORPORATION
(Exact name of obligor as specified in its charter)

Delaware                                                  13-1860817
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

2100 Rexford Road
Charlotte, North Carolina                                 28211
(Address of principal executive offices)                  (Zip code)

                           ---------------------------

                              4.875% Notes due 2012
                       (Title of the indenture securities)

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

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name Address

Superintendent of Banks of the State of     2 Rector Street, New York, N.Y.
New York                                    10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York            33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation       Washington, D.C.  20429

New York Clearing House Association         New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.(Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 22nd day of November, 2002.

THE BANK OF NEW YORK

By:        /S/     MARY LAGUMINA
     ------------------------------------
      Name:  MARY LAGUMINA
      Title: VICE PRESIDENT

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ........................................... $2,850,111
Interest-bearing balances .................................................................... 6,917,898
Securities:
Held-to-maturity securities .................................................................. 1,201,319
Available-for-sale securities ................................................................ 13,227,788
Federal funds sold in domestic offices .......................................................... 1,748,562
Securities purchased under agreements to resell ................................................. 808,241
Loans and lease financing receivables:
Loans and leases held for sale ............................................................... 974,505
Loans and leases, net of unearned
income .......................................................36,544,957
LESS: Allowance for loan and
lease losses ....................................................578,710
Loans and leases, net of unearned
income and allowance ....................................................................... 35,966,247
Trading Assets .................................................................................. 6,292,280
Premises and fixed assets (including capitalized
leases) ...................................................................................... 860,071
Other real estate owned ......................................................................... 660
Investments in unconsolidated subsidiaries and
associated companies ......................................................................... 272,214
Customers' liability to this bank on acceptances
outstanding .................................................................................. 467,259
Intangible assets
Goodwill ..................................................................................... 1,804,922

Other intangible assets ...................................................................... 70,679
Other assets .................................................................................... 4,639,158
------------
Total assets ................................................................................... $78,101,914
============
LIABILITIES
Deposits:
In domestic offices .......................................................................... $29,456,619
Noninterest-bearing ......................................... 11,393,028
Interest-bearing ............................................ 18,063,591
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ..................................................................... 26,667,608
Noninterest-bearing ......................................... 297,347
Interest-bearing ............................................ 26,370,261
Federal funds purchased in domestic offices .................................................. 1,422,522
Securities sold under agreements to repurchase ............................................... 466,965
Trading liabilities .......................................................................... 2,946,403
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) ..................................................................... 1,844,526
Bank's liability on acceptances executed and
outstanding ................................................................................. 469,319
Subordinated notes and debentures .............................................................. 1,840,000
Other liabilities .............................................................................. 5,998,479
------------
Total liabilities .............................................................................. $71,112,441
============
Minority interest in consolidated subsidiaries ................................................. 500,154

EQUITY CAPITAL
Perpetual preferred stock and related
surplus ..................................................................................... 0
Common stock ................................................................................... 1,135,284
Surplus ........................................................................................ 1,055,509
Retained earnings .............................................................................. 4,244,963
Accumulated other comprehensive income ......................................................... (53,563)
Other equity capital components ................................................................ 0
-------------------------------------------------------------------------------------------------------------
Total equity capital ........................................................................... 6,489,319
-------------
Total liabilities minority interest and equity capital ......................................... $78,101,914
=============

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro, Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell Directors Alan R. Griffith