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                                                                     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).

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          "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.

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          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.

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          "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

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     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

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         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,

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         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.

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         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;

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                           (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-

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                  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):

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                           (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;

                                       11

<PAGE>

                           (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

                                       12

<PAGE>

                  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

                                       13

<PAGE>

                  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

                                       14

<PAGE>

                  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

                                       15

<PAGE>

               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

                                       16

<PAGE>

               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

                                       17

<PAGE>

               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

                                       18

<PAGE>

      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

                                       19

<PAGE>

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

                                       20

<PAGE>

         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

                                       21

<PAGE>

       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

                                       22

<PAGE>

       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

                                       23

<PAGE>

       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

                                       24

<PAGE>

       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.

                                       25

<PAGE>

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.

                                       26

<PAGE>

              (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

                                       27

<PAGE>

      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.

                                       28

<PAGE>

       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:

                                       29

<PAGE>

                                                                       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

<PAGE>

                                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

<PAGE>

                                    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

<PAGE>

                                  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

<PAGE>

(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

<PAGE>

         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

<PAGE>

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

<PAGE>

                                                                       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