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                                                                   EXHIBIT 4(i)h

                            COMMERCIAL METALS COMPANY

                                  $200,000,000
                               5.625% Senior Notes
                                    due 2013

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                       November 12, 2003
Goldman, Sachs & Co.,
Banc of America Securities LLC
Tokyo-Mitsubishi International plc
ABN AMRO Incorporated
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

          Commercial Metals Company, a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) $200,000,000 aggregate
principal amount of its 5.625% Senior Notes due 2013. 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 under the terms thereof and the Indenture, 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.

          "Closing Date" shall mean the date on which the Securities are
     initially issued.

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          "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, whichever is the relevant statute for
     the particular purpose.

          "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement 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 to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof and any
     Supplemental Holder Information requested by the Company.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, 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 any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

          "Indenture" shall mean the Indenture, dated as of July 31, 1995,
     between the Company and JPMorgan Chase Bank (formerly Chase Manhattan Bank,
     NA.), as Trustee, as the same shall be amended from time to time.

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

          The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

          "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     November 6, 2003, 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

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     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 resale of
     such Registrable Security has been effected within the 210-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

          "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

          "Resale Period" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Restricted Holder" shall mean (i) a holder that is an affiliate of
     the Company within the meaning of Rule 405, (ii) a holder who acquires
     Exchange Securities outside the ordinary course of such holder's business,
     (iii) a holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

          "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

          "Securities" shall mean, collectively, $200,000,000 aggregate
     principal amount of the Company's 5.625% Senior Notes due 2013 to be issued
     and sold to the Purchasers, and securities issued in exchange therefor or
     in lieu thereof pursuant to the Indenture.

          "Securities Act" shall mean the Securities Act of 1933, 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.

          "Supplemental Holder Information" shall have the meaning assigned
     thereto in Section 3(f) 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.

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          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.

            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 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 provisions for the additional interest
     contemplated in Section 2(c) below (such new debt securities hereinafter
     called "Exchange Securities"). The Company agrees to use its reasonable
     best efforts to cause the Exchange Registration Statement to become
     effective under the Securities Act as soon as practicable, but no later
     than 210 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 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
     restriction under the Securities Act and the Exchange Act 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 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 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 such broker-dealers no
     longer own any Registrable Securities. With respect to such Exchange
     Registration Statement, such holders 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 debt
     securities received by holders other than

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     Restricted Holders in the Exchange Offer for Registrable Securities are not
     or would not be, upon receipt, transferable by each such holder without
     restriction under the Securities Act, (ii) the Exchange Offer has not been
     completed within 255 days following the Closing Date or (iii) any holder of
     the Securities is not eligible under interpretations of the Commission to
     participate in the Exchange Offer, 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 in any case by the later of (A) 90 days after the Closing
     Date or (B) 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
     there are no longer any Registrable Securities outstanding, 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 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. The Company
     further agrees to supplement or make amendments to the Shelf Registration
     Statement, as and when required by the rules, regulations or instructions
     applicable to the registration form used by the Company for such Shelf
     Registration Statement or by the Securities Act or rules and regulations
     thereunder for shelf registration, and the Company agrees to furnish to
     each Electing Holder copies of any such supplement or amendment prior to
     its being used or promptly following its filing with the Commission.

          (c) In the event that (i) the Company has not filed the Exchange
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
     Statement or Shelf Registration Statement has not become effective or been
     declared effective by the Commission on or before the date on which such
     registration statement is required to become or be declared effective
     pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
     has not been completed within 45 days after the initial effective date of
     the Exchange Registration Statement relating to the Exchange Offer (if the
     Exchange Offer is then required to be made) or (iv) any Exchange
     Registration Statement or Shelf Registration Statement required by Section
     2(a) or 2(b) hereof is filed and declared effective but shall thereafter
     either be withdrawn by the Company or shall become subject to an effective
     stop order issued pursuant to Section 8(d) of the Securities Act suspending
     the effectiveness of such registration statement (except as specifically
     permitted herein) without being succeeded immediately 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

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     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 per annum rate of 0.25% for the first 90 days of the
     Registration Default Period, at a per annum rate of 0.50% for the second 90
     days of the Registration Default Period, at a per annum rate of 0.75% for
     the third 90 days of the Registration Default Period and at a per annum
     rate of 1.0% thereafter for the remaining portion of the Registration
     Default Period; provided, that Special Interest shall cease to accrue upon
     such time as there are no Registrable Securities outstanding.

          (d) The Company shall take all actions necessary 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.

          2. Registration Procedures.

             If the Company files a registration statement pursuant to Section 2
(a) or Section 2(b), the following provisions shall apply:

          (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 of 1939.

          (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
     practicable (or as otherwise specified):

                    (i) prepare and file with the Commission, as soon as
               practicable but 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 210 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

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               Act and the rules and regulations of the Commission thereunder,
               as such broker-dealer reasonably may request prior to the
               expiration of the Resale Period, for use in connection with
               resales of Exchange Securities;

                    (iii) promptly notify each broker-dealer (1) that has
               requested or received copies of the prospectus included in such
               registration statement and (2) has provided the Company with a
               telephone number, facsimile number and address for notices, and,
               if requested by such broker-dealer, 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 during
               the Resale Period when a prospectus is required to be delivered
               under the Securities Act, 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 subsequent to the Effective
               Time when a prospectus is required to be delivered under the
               Securities Act, that such Exchange Registration Statement and
               each prospectus (including summary prospectus), prospectus
               amendment or supplement or post-effective amendment does not
               conform in all material respects to the requirements of the
               Securities Act and the Trust Indenture Act and the rules and
               regulations of the Commission thereunder or contains an untrue
               statement of a material fact or omits to state any material fact
               required to be stated therein or necessary to make the statements
               therein not misleading in light of the circumstances then
               existing;

                    (iv) in the event that the Company would be required,
               pursuant to Section 3(e)(iii)(F) above, to notify any
               broker-dealers holding Exchange Securities, without delay 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 required to
               be stated therein or necessary to make the statements therein not
               misleading in light of the circumstances then existing;

                    (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) if necessary, use its reasonable best efforts to (A)
               register or qualify the Exchange Securities under the securities
               laws or blue sky laws of such jurisdictions

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               as are contemplated by Section 2(a) 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 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
     practicable (or as otherwise specified):

                    (i) prepare and file with the Commission, as soon as
               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 21 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;

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                    (iii)after the Effective Time of the Shelf Registration
               Statement, 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; 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 practicable prepare and file with the
               Commission such amendments and supplements to such Shelf
               Registration Statement and the prospectus included therein as may
               be necessary to effect and maintain the effectiveness of such
               Shelf Registration Statement for the period specified in Section
               2(b) hereof and as may be required by the applicable rules and
               regulations of the Commission and the instructions applicable to
               the form of such Shelf Registration Statement, and furnish to the
               Electing Holders copies of any such supplement or amendment
               simultaneously with or prior to its being used or filed with the
               Commission;

                    (v) comply with the provisions of the Securities Act with
               respect to the disposition of all of the Registrable Securities
               covered by such Shelf Registration Statement in accordance with
               the intended methods of disposition by the Electing Holders
               provided for in such Shelf Registration Statement;

                    (vi) provide (A) the Electing Holders, (B) the underwriters
               (which term, for purposes of this Exchange and Registration
               Rights Agreement, shall include a person deemed to be an
               underwriter within the meaning of Section 2(a)(11) of the
               Securities Act), if any, thereof, (C) any sales or placement
               agent therefor, (D) counsel for any such underwriter or agent and
               (E) not more than one counsel for all the Electing Holders the
               opportunity to participate in the preparation of such Shelf
               Registration Statement, each prospectus included therein or filed
               with the Commission and each amendment or supplement thereto;

                    (vii) for a reasonable period prior to the filing of such
               Shelf Registration Statement, and throughout the period specified
               in Section 2(b), make available at reasonable times at the
               Company's principal place of business or such other reasonable
               place for inspection by the persons referred to in Section
               3(d)(vi) who, in the case of the Electing Holders, shall certify
               to the Company that they have a current intention to sell the
               Registrable Securities pursuant to the Shelf Registration such
               relevant financial and other information and books and records of
               the Company, and use its reasonable best efforts to 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 respective
               counsel referred to in such Section, to conduct a reasonable
               investigation within the meaning of Section 11 of the Securities
               Act; provided, however, that each such party shall be required to
               maintain in confidence and not to disclose to any other person
               any information or records reasonably designated by the Company
               as being confidential, and to enter into a confidentiality
               agreement with respect to such information if reasonably
               requested by the Company, 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

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               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);

                    (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, if so requested by such a person, confirm such advice 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 when a
               prospectus is required to be delivered under the Securities Act,
               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 subsequent to the Effective Time when a
               prospectus is required to be delivered under the Securities Act,
               that such Shelf Registration Statement and each prospectus
               (including any summary prospectus), prospectus amendment or
               supplement or post-effective amendment does not conform in all
               material respects to the requirements of the Securities Act and
               the Trust Indenture Act and the rules and regulations of the
               Commission thereunder or contains an untrue statement of a
               material fact or omits to state any material fact required to be
               stated therein or necessary to make the statements therein not
               misleading in light of the circumstances then existing;

                    (ix) use its reasonable best efforts to obtain the
               withdrawal of any order suspending the effectiveness of such
               registration statement or any post-effective amendment thereto at
               the earliest practicable date;

                    (x) if requested by any managing underwriter or
               underwriters, any placement or sales agent or any Electing
               Holder, promptly incorporate in a prospectus supplement or
               post-effective amendment such information as is required by the
               applicable rules and regulations of the Commission and as such
               managing underwriter or underwriters, such agent or such Electing
               Holder specifies should be included therein relating to the terms
               of the sale of such Registrable Securities, including information
               with respect to the principal amount of Registrable Securities
               being sold by such Electing Holder or agent or to any
               underwriters, the name and description of such Electing Holder,
               agent or underwriter, the offering price of such Registrable
               Securities and any discount, commission or other compensation
               payable in respect thereof, the purchase price being paid
               therefor by such underwriters and with respect to any other terms
               of the offering of the Registrable Securities to be sold by such
               Electing Holder or agent or to such underwriters; and make all
               required filings

                                       10

<PAGE>

               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 excluding all exhibits thereto and
               documents incorporated by reference therein unless specifically
               requested) 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 reasonable best efforts to (A) register or qualify
               the Registrable Securities to be included in such Shelf
               Registration Statement under such securities laws or, if
               necessary, blue sky laws of such 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 for so long as may be necessary to enable any such
               Electing Holder, agent or underwriter to complete its
               distribution of Securities pursuant to such Shelf Registration
               Statement or as otherwise provided herein and (C) take any and
               all other actions as may be reasonably necessary or advisable to
               enable each such Electing Holder, agent, if any, and underwriter,
               if any, to consummate the disposition in such jurisdictions of
               such Registrable Securities; 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) subject itself to taxation in any
               jurisdiction where it is not otherwise so subject, (3) consent to
               general service of process in any such jurisdiction or (4) make
               any changes to its certificate of incorporation or by-laws or any
               agreement between it and its stockholders;

                                       11

<PAGE>

                    (xiii) use its reasonable best efforts to obtain the consent
               or approval of each 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)cooperate with the Electing Holders and the managing
               underwriters, if any, to facilitate the timely preparation and
               delivery of a new global note (with a new CUSIP number) that is
               identical to the global note issued in connection with the sale
               of the Securities (the "Restricted Global Note") except that the
               new global note shall be free of restrictive legends (the "New
               Global Note"). At the Effective Time, the Trustee shall
               authenticate the New Global Note in the amount of zero dollars.
               Upon the receipt of the Notice to Transfer Pursuant to the
               Registration Statement (a copy of which is attached hereto as
               Exhibit B), make an appropriate credit to the New Global Note and
               a corresponding deduction to the Restricted Global Note.

                    (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 50% of the aggregate
               principal amount of the Registrable Securities to be included in
               such offering shall request in order to expedite or facilitate
               the disposition of such Registrable Securities;

                    (xvii) whether or not an agreement of the type referred to
               in Section 3(d)(xvi) hereof is entered into and whether or not
               any portion of the offering contemplated by the Shelf
               Registration is an underwritten offering or is made through a
               placement or sales agent or any other entity, (A) make such
               representations and warranties to the Electing Holders and the
               placement or sales agent, if any, therefor and the underwriters,
               if any, thereof in form, substance and scope as are customarily
               made in connection with an offering of debt securities pursuant
               to any appropriate agreement or to a registration statement filed
               on the form applicable to the Shelf Registration; (B) obtain 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 50% in aggregate principal amount of the Registrable
               Securities to be included in such 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 due incorporation and good standing of the Company
               and its subsidiaries; the due authorization, execution and
               delivery of the relevant agreement of the type referred to in
               Section 3(d)(xvi) hereof; the due authorization, execution,
               authentication and issuance, and the validity and enforceability,
               of the Indenture; the Securities are valid, binding and entitled
               to the benefits of the Indenture; the absence of material legal
               or governmental proceedings involving the

                                       12
<PAGE>

         Company; the absence of a breach by the Company or any of its
         subsidiaries of, or a default under, material agreements binding upon
         the Company or any subsidiary of 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 and of
         the Indenture with the requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, respectively; and, 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, the absence from such Shelf Registration
         Statement and the prospectus included therein, as then amended or
         supplemented, and from the documents incorporated by reference therein
         (in each case other than the financial statements and other financial
         information contained therein) of an untrue statement of a material
         fact or the omission to state therein a material fact necessary to make
         the statements therein not misleading (in the case of such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Exchange Act)); (C)
         obtain a "cold comfort" letter or letters from the independent
         certified public accountants of the Company addressed to the selling
         Electing Holders, the placement or sales agent, if any, therefor or the
         underwriters, if any, thereof, dated (i) the effective date of such
         Shelf Registration Statement and (ii) the effective 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; (D) deliver such
         documents and certificates, including officers' certificates, as may be
         reasonably requested by any Electing Holders of at least 50% in
         aggregate principal amount of the Registrable Securities to be included
         in such 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;

                                       13
<PAGE>

                  (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "Conduct Rules) of the National Association of Securities Dealers, Inc.
         ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an earning
         statement of the Company and its subsidiaries complying with Section
         11(a) of the Securities Act (including, at the option of the Company,
         Rule 158 thereunder).

     (e) In the event that the Company would be required, pursuant to Section
   3(d)(viii) above, to notify the Electing Holders, the placement or sales
   agent, if any, therefor and the managing underwriters, if any, thereof, the
   Company shall without delay 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 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 in light of the circumstances then
   existing. Each Electing Holder agrees that upon receipt of any notice from
   the Company pursuant to Section 3(d)(viii) 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 and
   Questionnaire, the Company may require such Electing Holder to furnish to the
   Company such additional information regarding such

                                       14
<PAGE>

   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 ("Supplemental Holder Information"). Notwithstanding anything
   to the contrary contained herein, the Company's obligation to register the
   Registrable Securities of any Electing Holder pursuant to a Shelf
   Registration shall be subject to the delivery of any Supplemental Holder
   Information requested by the Company of such Electing Holder. Each such
   Electing Holder agrees to notify the Company as promptly as practicable of
   any inaccuracy or change in information previously furnished by such Electing
   Holder to the Company or of the occurrence of any event in either case as a
   result of which any prospectus relating to such Shelf Registration contains
   or would contain an untrue statement of a material fact regarding such
   Electing Holder or such Electing Holder's intended method of disposition of
   such Registrable Securities or omits to state any material fact regarding
   such Electing Holder or such Electing Holder's intended method of disposition
   of such Registrable Securities required to be stated therein or necessary to
   make the statements therein not misleading in light of the circumstances then
   existing, 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 required to be
   stated therein or necessary to make the statements therein not misleading in
   light of the circumstances then existing.

     (g) Until the expiration of two years after the Closing Date, 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 and not otherwise prohibited or restricted under the Purchase
   Agreement.

     (h)  Notwithstanding the foregoing, in the event of a potential acquisition
   or business combination or other transaction, business development or event
   involving the Company that may require disclosure in an Exchange Registration
   Statement or a Shelf Registration Statement, if the Company shall determine
   in the exercise of its reasonable judgment that disclosure of such potential
   acquisition or business combination or other transaction, business
   development or event is not in the best interests of the Company and its
   stockholders or that obtaining any financial statements relating to an
   acquisition or business combination required to be included in such
   Registration Statement would be impracticable, the Company shall have the
   right to suspend the effectiveness of such registration statement for no more
   than two periods, each of up to 45 consecutive days (each, a "Suspension
   Period"), during any 365-day period, provided that no such registration
   statement may be suspended for more than an aggregate of 75 days in any
   12-month period. In any such event, the Company shall promptly notify each
   broker-dealer holding Exchange Securities of the suspension of the
   effectiveness of such Registration Statement, provided that the Company shall
   not be required to disclose in such notice the possible acquisition or
   business combination or other transaction, business development or event if
   it determines in good faith that such disclosure would not be in the best
   interests of the Company and its stockholders. Any Special Interest payable
   pursuant to Section 2(c) shall continue to accrue and be payable during any
   Suspension Period. Any Suspension Period shall terminate upon the later of
   (i) the abandonment, consummation or termination of such acquisition or
   business combination or other transaction, business development or event or
   the availability of the required financial statements with respect to a
   possible acquisition or business combination and (ii) any required amendment
   or supplement to such registration statement, and the Company shall promptly
   notify broker-dealers holding Exchange

                                       15
<PAGE>

     Securities that the use of the prospectus contained in such registration
     statement, as amended or supplemented, may resume. The Company shall
     provide sufficient copies of the most recent version of such prospectus to
     broker-dealers holding Exchange Securities promptly upon written request,
     and in no event later than one business day after such request.

     3.       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 one 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 the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof,, including any reasonable fees and disbursements of
one counsel for the Electing Holders in connection with such qualification, (c)
all expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (i) any
fees charged by securities rating services for rating the Securities, and (j)
fees, expenses and disbursements of any other persons retained by the Company,
including special experts, 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, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. 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.

     4.       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:

                                       16
<PAGE>

         (a)  Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, 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
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and 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 (i) from such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, or (ii) during a Suspension Period,
     as then amended or supplemented, will conform in all material respects to
     the requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and 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 in the light of the circumstances then existing; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by a 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 become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and 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 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 a holder of Registrable Securities expressly for
     use therein.

         (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, nor will such action result in any violation of the
     provisions of the certificate of incorporation, as amended, or the by-laws
     of the Company or any statute or any order, rule or regulation of any court
     or governmental agency or body having jurisdiction over the Company or any
     subsidiary of the Company or any of their properties except for any
     breaches, conflicts, violations and defaults that would not have a material
     adverse effect on the Company; 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

                                       17
<PAGE>

   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 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.

         5.       Indemnification.

         (a) Indemnification by the Company. 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, each person who
   participates as a placement or sales agent or as an underwriter in any
   offering or sale of such Registrable Securities and each person, if any, who
   controls any of them (within the meaning of the Securities Act or the
   Exchange Act) against any losses, claims, damages or liabilities, joint or
   several, to which such 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 legal or other
   expenses reasonably incurred by them 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 to any such person 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 such person expressly for use therein.

     (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

                                       18
<PAGE>

   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 such Electing Holder or underwriter expressly for
   use therein, and (ii) reimburse the Company for any 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 written 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 pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall relieve the indemnifying party from
   liability which it may have to any indemnified party under Section 6(a) or
   (b) to the extent the indemnifying party is materially prejudiced by such
   omission. 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, 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, unless (i) the indemnifying party and the indemnified party
   shall have mutually agreed to the contrary, (ii) the use of counsel by the
   indemnifying party to represent the indemnified party would present such
   counsel with a conflict of interest or (iii) the indemnifying party shall
   have failed to within a reasonable time, retain counsel reasonably
   satisfactory to the indemnified party. The indemnifying party shall not, in
   connection with any proceedings, or related proceeding in the same
   jurisdiction, be liable for the fees and expenses of more than one separate
   firm (in addition to any local counsel) for all indemnified parties. 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
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an indemnified party in respect of any losses,
   claims, damages or liabilities (or actions in respect thereof) referred to
   therein, then each indemnifying party shall contribute to the amount paid or
   payable by such indemnified party as a result of such losses, claims, damages
   or liabilities (or actions in respect thereof) in such proportion as is
   appropriate to reflect the relative fault of the indemnifying party and the
   indemnified party in connection

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<PAGE>

   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 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 contributions 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 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
   shall be deemed to include any legal or other fees or 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 price at which the Registrable Securities
   underwritten by it and distributed to the public were offered to the public
   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, agent and underwriter and each person, if any, who
   controls any holder, agent or underwriter within the meaning of the
   Securities Act; and the obligations of the holders and any agents or
   underwriters contemplated by this Section 6 shall be in addition to any
   liability which the respective 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.

     6.       Underwritten Offerings.

     (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.

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<PAGE>

     (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.

     7.       Rules 144 and 144A.

         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 if at any time the Company is not required to
file such reports, it will, upon the request of any holder of Registrable
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
further covenants to 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 Rules 144
and 144A under the Securities Act (including the requirements of Rule
144A(d)(4)), as such Rules may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. The Company
will provide a copy of this Agreement to prospective purchasers of the
Registrable Securities identified to the Company by the Purchasers upon request.
Upon the request of any holder of Registrable Securities in connection with that
holder's sale pursuant to Rules 144 and 144A, the Company shall deliver to such
holder a written statement as to whether it has complied with such requirements.

     8.       Miscellaneous.

     (a) No Inconsistent Agreements. The Company represents, warrants, covenants
   and agrees that it has not granted, and shall not grant, registration rights
   with respect to Registrable Securities or any other securities which would be
   inconsistent with the terms contained in this Exchange and Registration
   Rights Agreement.

     (b) Specific Performance. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company fails to perform any of its
   obligations hereunder and that the Purchasers and the holders from time to
   time of the Registrable Securities may be irreparably harmed by any such
   failure, and accordingly agree that the Purchasers and such holders, in
   addition to any other remedy to which they may be entitled at law or in
   equity, shall be entitled to compel specific performance of the obligations
   of the Company under this Exchange and Registration Rights Agreement in
   accordance with the terms and conditions of this Exchange and Registration
   Rights Agreement, in any court of the United States or any State thereof
   having jurisdiction.

     (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 delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company, to
   it at 6565 N. MacArthur Boulevard, Irving, Texas 75039, and if to a holder,
   to

                                       21
<PAGE>

   the address of such holder set forth in the security register or other
   records of the Company, or to such other address as the Company or any such
   holder may have furnished to the other in writing in accordance herewith,
   except that notices of change of address shall be effective only upon
   receipt.

     (d) Parties in Interest. All the terms and provisions of this Exchange and
   Registration Rights Agreement shall be binding upon, shall inure to the
   benefit of and shall be enforceable by the parties hereto and the holders
   from time to time of the Registrable Securities and the respective successors
   and assigns of the parties hereto and such holders. In the event that any
   transferee of any holder of Registrable Securities shall acquire Registrable
   Securities, in any manner, whether by gift, bequest, purchase, operation of
   law or otherwise, such transferee shall, without any further writing or
   action of any kind, be deemed a beneficiary hereof for all purposes and such
   Registrable Securities shall be held subject to all of the terms of this
   Exchange and Registration Rights Agreement, and by taking and holding such
   Registrable Securities such transferee shall be entitled to receive the
   benefits of, and be conclusively deemed to have agreed to be bound by all of
   the applicable terms and provisions of this Exchange and Registration Rights
   Agreement. If the Company shall so request, any such successor, assign or
   transferee shall agree in writing to acquire and hold the Registrable
   Securities subject to all of the applicable terms hereof.

     (e) Survival. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Exchange and
   Registration Rights Agreement or made pursuant hereto shall remain in full
   force and effect regardless of any investigation (or statement as to the
   results thereof) made by or on behalf of any holder of Registrable
   Securities, any director, officer or partner of such holder, any agent or
   underwriter or any director, officer or partner thereof, or any controlling
   person of any of the foregoing, and shall survive delivery of and payment for
   the Registrable Securities pursuant to the Purchase Agreement and the
   transfer and registration of Registrable Securities by such holder and the
   consummation of an Exchange Offer.

     (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
   GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
   YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES OF SUCH STATE
   THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     (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

                                       22
<PAGE>

   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) 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.

                                       23
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel 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,

                                                COMMERCIAL METALS COMPANY

                                                By: /s/ William B. Larson
                                                    ----------------------------
                                                    Name: William B. Larson
                                                    Title: Vice President and
                                                    Chief Financial Officer

Accepted as of the date hereof:
GOLDMAN, SACHS & CO.,
BANC OF AMERICA SECURITIES LLC
TOKYO-MITSUBISHI INTERNATIONAL PLC
ABN AMRO INCORPORATED

BY: /s/ Goldman, Sachs & Co.
    ------------------------
      (Goldman, Sachs & Co.)

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