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<SEC-DOCUMENT>0000950168-01-000600.txt : 20010329
<SEC-HEADER>0000950168-01-000600.hdr.sgml : 20010329
ACCESSION NUMBER:		0000950168-01-000600
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NUCOR CORP
		CENTRAL INDEX KEY:			0000073309
		STANDARD INDUSTRIAL CLASSIFICATION:	STEEL WORKS, BLAST FURNACES  ROLLING MILLS (COKE OVENS) [3312]
		IRS NUMBER:				131860817
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-04119
		FILM NUMBER:		1582044

	BUSINESS ADDRESS:	
		STREET 1:		2100 REXFORD RD
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211
		BUSINESS PHONE:		7043667000

	MAIL ADDRESS:	
		STREET 1:		2100 REXFORD ROAD
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUCLEAR CORP OF AMERICA INC
		DATE OF NAME CHANGE:	19680911

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AZTEC MECHANICAL CONTRACTORS INC
		DATE OF NAME CHANGE:	19660629
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-K
<TEXT>

                                                                            2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For fiscal year ended December 31, 2000           Commission file number 1-4119
                      -----------------                                  ------


                                 NUCOR CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


               Delaware                                       13-1860817
- ---------------------------------------------        ---------------------------
      (State or other jurisdiction of                       (I.R.S. employer
       incorporation or organization)                      identification no.)

2100 Rexford Road, Charlotte, North Carolina                    28211
- --------------------------------------------         ---------------------------
  (Address of principal executive offices)                    (Zip code)


Registrant's telephone number, including area code:         (704)  366-7000
                                                     ---------------------------


Securities registered pursuant to Section 12(b) of the Act:
                                                          Name of each exchange
           Title of each class                             on which registered
           -------------------                       ---------------------------
   Common stock, par value $.40 per share                New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                          None

Indication by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days:              Yes   X       No
                                                    -----        -----

Indication by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K:
           --------

Aggregate market value of common stock held by non-affiliates was $3,380,092,375
at February 28, 2001.

77,585,508 shares of common stock were outstanding at February 28, 2001.

Documents incorporated by reference include: Portions of 2000 annual report
(Parts I, II, III and IV), and proxy statement for 2001 annual stockholders'
meeting (Part III).

                                      - 1 -

<PAGE>

                                     PART I

Item 1.  Business

   Nucor Corporation was incorporated in Delaware in 1958.

   The business of Nucor Corporation and its subsidiaries is, and for a number
of years has been, the manufacture and sale of steel products, which accounted
for all of sales and earnings in 2000, 1999 and 1998. Nucor reports in one
segment.

   Principal steel products are hot-rolled steel (angles, rounds, flats,
channels, sheet, wide-flange beams, pilings, billets, blooms, beam blanks and
plate), cold-rolled steel, cold finished steel, steel joists and joist girders,
steel deck and steel fasteners. Hot-rolled steel is manufactured principally
from scrap, utilizing electric furnaces, continuous casting and automated
rolling mills. Cold-rolled steel, cold finished steel, steel joists and joist
girders, and steel fasteners are manufactured by further processing of
hot-rolled steel. Steel deck is manufactured from cold-rolled steel.

   Hot-rolled steel, cold-rolled steel, cold finished steel and steel fasteners
are manufactured in standard sizes and inventories are maintained. In 2000,
approximately 87% of hot and cold-rolled steel production was sold to
non-affiliated customers; the remainder was used in the manufacture of other
steel products as described above. Hot-rolled steel, cold-rolled steel and cold
finished steel are sold primarily to steel service centers, fabricators and
manufacturers. Steel fasteners are sold to distributors and manufacturers.

   Steel joists and joist girders, and steel deck are sold to general
contractors and fabricators throughout the United States. Substantially all work
is to order and no unsold inventories of finished products are maintained. All
sales contracts are firm-fixed-price contracts and are normally competitively
bid against other suppliers.

   The primary raw material is ferrous scrap, which is acquired from numerous
sources throughout the country. The operating facilities are large consumers of
electricity and gas. Supplies of raw materials and energy have been, and are
expected to be, adequate to operate the facilities.

   Steel products are marketed principally through in-house sales forces. The
principal competitive factors are price and service. Considerable competition
exists from numerous domestic manufacturers and foreign imports. During 1998,
1999 and 2000, imports of steel increased significantly, much of it at dumping
prices. The effects of these imports decreased during the latter part of 1999,
but increased during 2000. Nucor believes that the most significant factor with
respect to its competitive position is its low cost and efficiency of its
production processes. The markets that Nucor serves are tied to capital and
durable goods spending and are affected by changes in economic conditions.

   Nucor recently exited two businesses that were not core to its growth
strategy, with the sale of the Grinding Ball equipment at one of the Utah
facilities at the end of 2000 and the sale of the Nucor Bearing Products
facility in North Carolina in February 2001. Both operations accounted for small
percentages of Nucor's sales.

                                      - 2 -

<PAGE>

Item 1. Business, continued

   Nucor is constructing a Castrip facility in Crawfordsville, Indiana to
produce thin-strip sheet steel. Strip casting involves the direct casting of
molten steel into final shape and thickness without further hot or cold rolling,
allowing lower investment and operating costs, reduced energy consumption and
smaller scale plants than can be economically built with current technology.

     In March 2001, Nucor announced that it has signed a definitive agreement to
purchase substantially all of the assets of Auburn Steel Company's merchant
steel bar facility in Auburn, New York for approximately $115,000,000. This
facility has the capacity to produce up to 400,000 tons of merchant bar quality
steel shapes. The purchase is anticipated to close by April 1, after
satisfactory resolution of regulatory approvals and due diligence.

   Nucor's backlog of orders was about $845,000,000 at December 31, 2000, and
about $1,033,000,000 at December 31, 1999 (all of which are normally filled
within one year).

   Nucor is highly decentralized and has approximately 40 employees in its
executive offices. All of Nucor's 7,900 employees are engaged in its steel
products business.

   Additional information on Nucor's business is incorporated by reference to
Nucor's 2000 annual report, pages 8 through 14.


Item 2.  Properties

   Principal operating facilities are as follows:

<TABLE>
<CAPTION>
                                         Approximate
                                        square footage            Principal
             Location                    of facilities            products
             --------                    -------------            --------
<S>                                         <C>
Blytheville-Hickman, Arkansas               3,470,000        Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska                   2,390,000        Steel shapes, joists, deck
Brigham City-Plymouth, Utah                 1,920,000        Steel shapes, joists
Darlington-Florence, South Carolina         1,660,000        Steel shapes, joists, deck
Grapeland-Jewett, Texas                     1,510,000        Steel shapes, joists, deck
Crawfordsville, Indiana                     1,410,000        Flat-rolled steel
Berkeley County, South Carolina             1,900,000        Steel shapes, flat-rolled steel
Hertford County, North Carolina             1,000,000        Steel plate
</TABLE>

   Additional operating facilities are located in Fort Payne, Alabama, St. Joe
and Waterloo, Indiana, Swansea, South Carolina and Terrell, Texas, all engaged
in the manufacture of steel products. During 2000, the average utilization rate
of all operating facilities was more than 85% of production capacity.

                                      - 3 -

<PAGE>

Item 3.  Legal Proceedings

   In December 2000, the United States Environmental Protection Agency and the
Department of Justice announced an agreement with Nucor and certain states that
resolved alleged environmental violations. Under the terms of the agreement or
Consent Decree, Nucor will pilot new air pollution control technology and will
evaluate and improve, as appropriate, its water pollution control systems. Nucor
will also evaluate and remediate any contamination that may be present on its
sites. Nucor has also agreed to pay a $9,000,000 penalty with another $4,000,000
in Supplemental Environmental Projects under this Consent Decree. As part of the
Consent Decree, Nucor will implement an Environmental Management System
throughout its operations. The agreement is comprehensive and involves eight
Nucor Steel Mills and six Vulcraft Facilities throughout the nation. Nucor is
involved in various other judicial and administrative proceedings as both
plaintiff and defendant, arising in the ordinary course of business. Nucor does
not believe that any such proceedings (including matters relating to contracts,
torts, taxes, warranties and insurance) will have a material adverse effect on
its business, operating results, financial condition or cash flows.


Item 4.  Submission of Matters to a Vote of Security Holders

   None during quarter ended December 31, 2000.



                                     PART II

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters
Item 6.  Selected Financial Data
Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

   Incorporated by reference to Nucor's 2000 annual report, pages 26 and 18, 18,
and 15, respectively.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

   Some of Nucor's industrial revenue bonds have variable interest rates that
are adjusted either monthly or annually. Future changes in interest rates will
not significantly impact earnings. Nucor's remaining debt is at fixed rates. In
addition, Nucor's investment practice is to invest in securities that are highly
liquid with short maturities.


Item 8.  Financial Statements and Supplementary Data

   Incorporated by reference to Nucor's 2000 annual report, pages 19 to 24.

                                      - 4 -

<PAGE>

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosures

   None.



                                    PART III

Item 10.  Directors and Executive Officers
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial Owners and Management

   Incorporated by reference to Nucor's proxy statement for 2001 annual
stockholders' meeting, and page 25 of Nucor's 2000 Annual Report.


Item 13.  Certain Relationships and Related Transactions

   None.



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

   Financial Statements and Supplementary Data:
     Consolidated balance sheets........................ (Incorporated       )
     Consolidated statements of earnings................ (by reference       )
     Consolidated statements of stockholders' equity.... (to Nucor           )
     Consolidated statements of cash flows.............. (Corporation's 2000 )
     Notes to consolidated financial statements......... (annual report,     )
     Independent accountants report..................... (pages 19 to 24     )

   Financial Statement Schedules:

        All schedules are omitted because they are not required, not applicable,
     or the information is furnished in the consolidated financial statements or
     notes.

                                      - 5 -
<PAGE>

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K,
         continued

   Exhibits:
         3     - Restated Certificate of Incorporation (incorporated by
                 reference to Form 10-K for year ended December 31, 1990)
         3(i)  - Certificate of amendment dated May 14, 1992, to Restated
                 Certificate of Incorporation (incorporated by reference to
                 Form 10-K for year ended December 31, 1992)
         3(ii) - Certificate of amendment dated May 14, 1998, to Restated
                 Certificate of Incorporation (incorporated by reference to
                 Form 10-K for year ended December 31, 1998)
         3(iii)- By-Laws as amended January 1, 1996 (incorporated by reference
                 to Form 10-K for year ended December 31, 1996)
        10     - Key Employees Incentive Stock Option Plan
        10(i)  - Non-Employee Director Equity Plan
        11     - Computation of net earnings per share
        13     - 2000 annual report (portions incorporated by reference)
        21     - Subsidiaries
        23     - Independent accountants consent
        24     - Powers of attorney
        99     - United States District Court, District of South Carolina,
                 Florence Division; United States of America, Plaintiff, the
                 States of Arkansas, Nebraska, and Utah, Plaintiff-Interveners
                 v. Nucor Corporation, Defendant; Consent Decree

   Reports on Form 8-K:

     None filed during the quarter ended December 31, 2000.

                                      - 6 -

<PAGE>

                                   SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed (1) by the Registrant, and (2) on behalf of the
Registrant, by its principal executive, financial and accounting officers, and
its directors.

   NUCOR CORPORATION


   By /s/ DANIEL R. DiMICCO                   *        PETER C. BROWNING
      ---------------------------------       ----------------------------------
      Daniel R. DiMicco                       Peter C. Browning
      President, Chief Executive Officer      Non-Executive Chairman
         and Director


      /s/ DANIEL R. DiMICCO                   *        H. DAVID AYCOCK
      ---------------------------------       ----------------------------------
      Daniel R. DiMicco                       H. David Aycock
      President,  Chief Executive Officer     Director
      and Director


      /s/ TERRY S. LISENBY                    *        HARVEY B. GANTT
      ---------------------------------       ----------------------------------
      Terry S. Lisenby                        Harvey B. Gantt
      Chief Financial Officer, Treasurer      Director
      and Executive Vice President


      /s/ K. REX QUERY                        *        VICTORIA F. HAYNES
      ---------------------------------       ----------------------------------
      K. Rex Query                            Victoria F. Haynes
      Corporate Controller and                Director
      General Manager


                                              *        JAMES D. HLAVACEK
                                              ----------------------------------
                                              James D. Hlavacek
                                              Director



                                              *        SAMUEL SIEGEL
                                              ----------------------------------
                                              Samuel Siegel
                                              Vice Chairman and Director



                                             *By  /s/ TERRY S. LISENBY
                                              ----------------------------------
                                              Terry S. Lisenby
                                              Attorney-in-fact


Dated:  March 23, 2001

                                      - 7 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>KEY EMPLOYEE STOCK PLAN
<TEXT>


                                NUCOR CORPORATION
                 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN

1.   PURPOSES: The purposes of this Plan are to provide greater incentive for
     key employees, to attract and retain key employees of outstanding
     competence, and to further the identity of interests of key employees with
     those of Nucor Corporation's stockholders.

2.   DURATION: This Plan shall commence on July 1, 1997 and shall terminate on
     March 1, 2007.

3.   NUMBER OF SHARES: The total number of shares of Nucor Corporation's common
     stock which may be issued upon exercise of options granted under this Plan
     is three million (3,000,000).

4.   ADMINISTRATION AND GRANTING OF OPTIONS: This Plan shall be administered by
     Nucor Corporation's Board of Directors, which may authorize the granting of
     options under terms and conditions not inconsistent with this Plan. The
     Board of Directors may delegate all or any part of its authority under this
     Plan to a committee appointed by it and composed of at least two of its
     members.

5.   OPTIONEES: Options may be granted under this Plan only to key employees and
     officers of Nucor Corporation or a subsidiary, including key employees and
     officers who are members of the Board of Directors of Nucor Corporation or
     a subsidiary. No optionee may own (directly or indirectly), at the date of
     grant, more than two percent (2%) of the total combined voting power or
     value of all classes of stock of Nucor Corporation or a subsidiary.

6.   OPTION PRICE: The exercise price of options granted under this Plan shall
     be one hundred percent (100%) of the fair market value of Nucor
     Corporation's common stock on the date of grant.

7.   OPTION TERM: The term of each option granted under this Plan shall not
     exceed ten (10) years from the date of grant.

8.   EXERCISABILITY: Options granted under this Plan shall be exercisable during
     the optionee's lifetime only by the optionee.

9.   TRANSFERABILITY: Options granted under this Plan shall be transferable only
     by will or the laws of descent and distribution.

10.  OTHER PROVISIONS: (a) If any options under this Plan expire or terminate
     without being fully exercised, the unpurchased shares shall again become
     available for grant of options under this Plan. (b) The number or kind of
     shares which may be issued under this Plan, and in appropriate
     circumstances the price per share, shall be equitably adjusted (with
     respect to options granted and to be granted) for stock dividends, splits
     or combinations, mergers, reorganizations, liquidations or other comparable
     corporate events. Any such adjustments shall be made by Nucor Corporation's
     Board of Directors in good faith and shall be binding on all optionees. (c)
     This Plan may be amended by Nucor Corporation's Board of Directors at any
     time, provided that no amendments shall increase the number of shares in
     Paragraph 3 or change the optionees in Paragraph 5, unless approved by
     Nucor Corporation's stockholders.

                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTOR EQUITY PLAN
<TEXT>


                                NUCOR CORPORATION
                     2001 NON-EMPLOYEE DIRECTOR EQUITY PLAN

         1. Establishment and Purpose. Nucor Corporation, a Delaware corporation
(the "Corporation") hereby establishes the Nucor Corporation 2001 Non-Employee
Director Equity Plan (the "Plan"). The purposes of the Plan are to provide
greater incentive for members of the Board of Directors of the Corporation (the
"Board") who are not employees of the Corporation (such individuals referred to
herein as "Non-Employee Directors"), to attract and retain Non-Employee
Directors of outstanding competence, and to further the identity of interests of
Non-Employee Directors with those of the Corporation's shareholders. The Plan
permits the granting of stock options (each an "Option" or collectively, the
"Options") to purchase shares of the Corporation's common stock, par value $
0.40 per share (the "Common Stock").

         2. Administration and Granting of Options. The Board, or a committee
appointed by the Board in its discretion that is composed of at least two Board
members, shall administer the Plan (such Board or committee referred to herein
as the "Administrator"). The Administrator shall have full power and authority,
in its sole and absolute discretion, to authorize the grant of Options under
terms and conditions not inconsistent with this Plan, and to administer and
interpret the Plan and any Option agreements entered into pursuant to the Plan.
Notwithstanding the foregoing, no Non-Employee Director who is eligible to
participate in the Plan shall participate in any determination relating solely
or primarily to any Options granted or that may be granted to such Non-Employee
Director.

         3. Shares Available for the Plan. Subject to adjustments as provided in
SECTION 6(B) of the Plan, the maximum number of shares of Common Stock which may
be issued upon exercise of Options granted under this Plan shall not exceed
three hundred thousand (300,000). If any Options expire or terminate without
being fully exercised, the unpurchased shares of Common Stock shall again become
available for grant of Options under the Plan.

         4. Participation. Participation in the Plan shall be open only to
members of the Board who are not employees of the Corporation or any entity,
whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the Corporation. For this purpose, "control" means
ownership of 50% or more of the total combined voting power or value of all
classes of stock or interests of the entity. No Non-Employee Director may be
granted Options under the Plan to purchase, in the aggregate, more than one
percent (1%) of the shares of Common Stock outstanding on the date that the Plan
is adopted by the Board.

         5. Option Awards. The exercise price of Options granted under the Plan
shall be one hundred percent (100%) of the fair market value of the Common Stock
on the date of grant. The term of each Option shall not exceed ten (10) years
from the date of grant. No Option granted under the Plan shall be transferable
by a grantee otherwise than by will or the laws of descent and distribution, and
an Option may be exercised during the lifetime of the grantee only by the
grantee or, during the period the grantee is under a legal disability, by the
grantee's guardian or legal representative.

<PAGE>

         6.       Miscellaneous.

         (a) Withholding of Taxes. Grantees shall pay to the Corporation, or
make provision satisfactory to the Administrator for payment of, any taxes
required to be withheld in respect of Options under the Plan no later than the
date of the event creating the tax liability. The Corporation may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the grantee.

          (b) Adjustments for Corporate Transactions and Other Events. The
number or kind of shares which may be issued under this Plan, and in appropriate
circumstances the price per share, shall be equitably adjusted (with respect to
Options granted and to be granted) for stock dividends, splits or combinations,
mergers, reorganizations, liquidations or other comparable corporate events. Any
such adjustments shall be made by the Corporation's Board in good faith and
shall be binding on all grantees.

         (c) Non-Guarantee of Service. Nothing in the Plan or in any Option
agreement thereunder shall confer any right on an individual to continue in the
service of the Corporation or shall interfere in any way with the right of the
Corporation to terminate such service at any time with or without cause or
notice.

         (d) Termination, Amendment and Modification of the Plan. The Board may
terminate, amend or modify the Plan or any portion thereof at any time.

         (e) Governing Law. The validity, construction and effect of the Plan,
of Option agreements entered into pursuant to the Plan, and of any
determinations made by the Administrator relating to the Plan or such Option
agreements, and the rights of any persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in accordance
with applicable federal laws and the laws of the State of Delaware, without
regard to its conflict of laws principles.

         (f) Effective Date; Termination. The Plan shall commence on January 1,
2001 and shall terminate on December 31, 2010.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>COMPUTATION OF NET EARNINGS
<TEXT>



                                NUCOR CORPORATION
                     Exhibits 11 and 21 to FORM 10-K - 2000


EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                   Year ended December 31,
                                             ----------------------------------------
                                                 2000          1999         1998
                                             ------------  ------------ -------------
<S>                                          <C>           <C>          <C>
BASIC:
Basic net earnings.........................  $310,907,988  $244,589,094 $263,708,596
                                             ============  ============ ============

Average shares outstanding.................    81,762,429    87,247,160   87,861,501
                                               ==========    ==========   ==========

Basic net earnings per share...............         $3.80         $2.80        $3.00
                                                    =====         =====        =====

DILUTED:
Diluted net earnings.......................  $310,907,988  $244,589,094 $263,708,596
                                             ============  ============ ============

Diluted average shares outstanding:
  Basic shares outstanding.................    81,762,429    87,247,160   87,861,501
  Dilutive effect of employee stock options        14,825        40,116       16,693
                                               ----------    ----------   ----------
                                               81,777,254    87,287,276   87,878,194
                                               ==========    ==========   ==========

Diluted net earnings per share.............         $3.80         $2.80        $3.00
                                                    =====         =====        =====
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>


At A Glance
   8
[GRAPHIC]

<TABLE>
<CAPTION>

<S>                                      <C>                             <C>
BAR MILL GROUP                         BEAM MILL                              COLD FINISH GROUP
Products: Steel bars, angles and       Products: Wide flange steel            Products: Cold finished steel
other products for automotive, farm    beams, pilings, heavy                  bars for shafting and
machinery, metal buildings,            structural steel products for          precision machined parts.
furniture, recreational equipment      fabricators, manufacturers and
and other categories.                  steel service centers.                 Norfolk, Nebraska
                                                                              Darlington, South Carolina
Darlington, South Carolina             Mt. Pleasant, South Carolina           Brigham City, Utah
Norfolk, Nebraska
Jewett, Texas                          PLATE MILL                             BUILDING SYSTEMS GROUP
Plymouth, Utah                         Products: Steel plate for              Products: Metal buildings and
                                       manufacturers of rail cars,            metal building components for
SHEET MILL GROUP                       ships and barges, refinery             commercial, industrial and
Products: Flat-rolled steel for        tanks and others.                      institutional building markets.
appliances, pipes and tubes,
construction and other industries.     Winton, North Carolina                 Waterloo, Indiana
                                                                              Swansea, South Carolina
Crawfordsville, Indiana                VULCRAFT GROUP                         Terrell, Texas
Hickman, Arkansas                      Products: Steel joists,
Mt. Pleasant, South Carolina           joist girders and steel                FASTENER DIVISION
                                       deck for buildings.                    Products: Steel hexhead cap
NUCOR-YAMATO                                                                  screws, structural bolts and hex
STEEL COMPANY                          Florence, South Carolina               bolts for automotive, machine
Products: Super-wide flange            Norfolk, Nebraska                      tool, farm implements, construction
steel beams, pilings, heavy            Fort Payne, Alabama                    and military applications.
structural steel products for          Grapeland, Texas
fabricators, manufacturers and         St. Joe, Indiana                       St. Joe, Indiana
steel service centers.                 Brigham City, Utah
                                       Chemung, New York                      CORPORATE OFFICE
Blytheville, Arkansas                    (Vulcraft of New York, Inc.)         Charlotte, North Carolina

</TABLE>

<PAGE>
                                                               OPERATIONS REVIEW
                                                                               9
- --------------------------------------------------------------------------------

BAR MILL GROUP, SHEET MILL GROUP, STRUCTURAL MILLS AND PLATE MILL The
manufacture of steel is a major area of operations for Nucor. Nucor operates
scrap-based steel mills in ten locations. These mills utilize modern steelmaking
techniques and produce steel at a cost competitive with steel manufactured
anywhere in the world.

- --------------------------------------------------------------------------------

BAR MILL GROUP
The Bar Mill Group has four mills located in South Carolina, Nebraska, Texas and
Utah that produce bars, angles and light structural carbon and alloy steels.
These bar products have wide usage including automotive, farm equipment, metal
buildings, furniture and recreational equipment. In constructing Nucor steel
mills, capital cost per ton of capacity has been lower than the capital cost
generally required for other steel mills. The first facility of the Nucor Bar
Mill Group was constructed in 1969 and has been extensively modernized. The next
three bar mills were constructed between 1973 and 1981. The total capital cost
of all four bar mills averaged about $170 per ton of current annual capacity.
Total capacity of the four bar mills exceeds 3,000,000 tons per year.

SHEET MILL GROUP
The Sheet Mill Group produces flat-rolled steel for appliances, pipes and tubes,
construction and other industries. The three sheet mills are located in Indiana,
Arkansas and South Carolina. The Nucor sheet mills were constructed between 1989
and 1996. The total cost of these sheet mills averaged about $305 per ton of
current annual capacity. The sheet mills utilize thin slab casters to produce
hot rolled sheet which can be further processed through cold rolling and
galvanizing. Nucor's sheet mills have a lower capital cost than integrated steel
mills producing these products. Total capacity of the sheet mills is about
5,900,000 tons per year.

STRUCTURAL MILLS
The Structural Mills produce wide flange steel beams, pilings and heavy
structural steel products for construction companies. In 1988, Nucor and Yamato
Kogyo, one of Japan's major producers of wide-flange beams, completed
construction of a beam mill located near Blytheville, Arkansas. Nucor owns a 51%
interest in Nucor-Yamato Steel Company. During 1999, Nucor started operations at
its 500,000 tons-per-year steel beam mill in South Carolina. Both mills use a
special continuous casting method that produces a beam blank closer in shape to
that of the finished beam than traditional methods. Current annual production
capacity of the structural mills is about 2,900,000 tons. The total capital
cost of the two structural mills averaged about $265 per ton of current
capacity.

PLATE MILL
Nucor's Plate Mill is located in North Carolina and produces steel plate for
manufacturers of rail cars, ships, barges, refinery tanks and others. During
2000, Nucor substantially completed construction of the 1,000,000 tons-per-year
steel plate mill. Casting and rolling began in October 2000. The start-up has
been extremely successful and the mill is producing high quality plate.
<PAGE>
OPERATIONS REVIEW
10

OPERATIONS Nucor's steel mills are among the most modern and efficient mills in
the United States. Steel scrap is melted in electric arc furnaces and poured
into continuous casting systems. Highly sophisticated rolling mills convert the
billets and slabs into angles, rounds, channels, flats, sheet, beams, plate and
other products.

Production in 2000 was a record 11,271,000 tons, a 9% increase from 10,376,000
tons in 1999. Annual production capacity has grown from 120,000 tons in 1970 to
a present total of about 13,000,000 tons.

The operations in the rolling mills are highly automated and require fewer
operating employees than older mills. All Nucor steel mills have high
productivity, which results in employment costs of approximately 10% of the
sales dollar. This is lower than the employment costs of integrated steel
companies producing comparable products. Employee turnover in all mills is
extremely low. All employees have a significant part of their compensation based
on their productivity. Production employees work under group incentives that
provide increased earnings for increased production. This additional
compensation is paid weekly.

Steel mills are large consumers of electricity and gas. However, because of the
high efficiency of Nucor steel mills, these energy costs were less than 10% of
the sales dollar in 2000.

Scrap and scrap substitutes are the most significant element in the total cost
of steel. Their average cost increased to about $120 per gross ton used in 2000
from $111 per gross ton used in 1999.

MARKETS AND MARKETING About 87% of the ten steel mills' production in 2000 was
sold to outside customers and the balance was used internally by the Vulcraft
Group, Cold Finish Group, Building Systems Group and Fastener Division. Steel
sales to outside customers in 2000 were a record 9,779,000 tons, 12% higher than
the 8,734,000 tons in 1999.

The Bar Mill and Sheet Mill Groups' customers are primarily manufacturers and
steel service centers. The Structural and Plate Mills' customers are primarily
fabricators, manufacturers and steel service centers.

Nucor uses a simple, highly competitive pricing system that is less complicated
than the pricing structure traditional in the steel industry. For the bar and
structural mills, all customers in a region are charged the same published
price. This allows customers to maintain the lowest practical inventory. Because
of the specialized requirements of many customers of the sheet mills, pricing
can vary due to the additional costs of accommodating these requirements.

NEWER FACILITIES AND EXPANSIONS In 1998, Nucor substantially completed
construction and started operations of a major addition to Nucor's Hickman,
Arkansas steel sheet mill. This addition includes an 800,000 tons-per-year cold
rolling facility; a 500,000 tons-per-year galvanizing facility; and associated
pickling, oiling, and annealing facilities.

During 1999, Nucor completed construction and started operations of the 500,000
tons-per-year steel beam mill in South Carolina.

During 2000, Nucor started operations of the second caster addition at the steel
sheet mill in South Carolina. This addition cost more than $40,000,000 and
increased this mill's hot-band capacity from 1,500,000 tons to 2,300,000 tons
per year. Also during 2000, construction began on a second cold rolling facility
at the South Carolina sheet mill, which will increase this mill's cold rolled
steel capacity from 750,000 tons to 1,500,000 tons per year, at a cost of about
$40,000,000. Start-up should begin in the second quarter of 2001.

The steel plate mill in North Carolina started casting and rolling in October
2000. This facility, which has an annual capacity of 1,000,000 tons, cost about
$450,000,000.
<PAGE>
                                                               OPERATIONS REVIEW
                                                                              11
[BAR CHARTS APPEAR HERE]


OUTLOOK FOR THE FUTURE The manufacture of steel will continue to be a key factor
in Nucor's future performance. Total steel production is anticipated to
increase significantly over the next several years from the 11,271,000 tons
produced in 2000. Nucor anticipates additional expansions at our existing steel
mills, which could increase annual capacity to more than 13,000,000 tons per
year. Nucor also expects to obtain additional capacity through greenfield
construction and acquisitions. Although difficult business conditions that began
in the second half of 2000 are expected to continue through the first half of
2001, Nucor expects to continue to generate above-average earnings from its
steelmaking operations in the future.

<PAGE>
OPERATIONS REVIEW
12

The VULCRAFT GROUP is the nation's largest producer of open-web steel joists,
joist girders and steel deck, which are used for building construction. This is
a major area of operations for Nucor.

OPERATIONS Steel joists and joist girders are produced and marketed nationally
through six Vulcraft facilities located in South Carolina, Nebraska, Alabama,
Texas, Indiana and Utah. Current annual production capacity is more than 650,000
tons. In 2000, Vulcraft produced 613,000 tons of steel joists and joist girders,
a decrease from the record 616,000 tons produced in 1999.

Materials, primarily steel, were about 40% of the joist sales dollar in 2000.
The Vulcraft Group obtained almost 90% of its steel requirements from the Nucor
Bar Mill Group. For 2000, freight costs for joists and joist girders were less
than 10% of the sales dollar. Vulcraft maintains an extensive fleet of trucks to
ensure and control on-time delivery.

The Vulcraft facilities in South Carolina, Nebraska, Alabama, Texas and Indiana
produce steel deck. Current deck annual production capacity is about 380,000
tons. Vulcraft steel deck sales decreased 6% from 375,000 tons in 1999 to
353,000 tons in 2000. Coiled sheet steel was about 65% of the steel deck sales
dollar in 2000.

Almost all of the production employees of Vulcraft work with a group incentive
system, which provides increased compensation each week for increased
performance.

During 2000, Nucor began construction on a Vulcraft facility in Chemung, New
York (Vulcraft of New York, Inc.) This facility will produce steel joists, joist
girders and steel deck and should cost about $50,000,000. Start-up is
anticipated in the third quarter of 2001.

MARKETS Steel joists, joist girders and steel decking are used extensively as
part of the roof and floor support systems in manufacturing buildings, retail
stores, shopping centers, warehouses, schools, churches, hospitals and, to a
lesser extent, in multi-story buildings and apartments. Building support systems
using joists, joist girders and steel deck are frequently more economical than
other systems.

Steel joists and joist girder sales are obtained by competitive bidding.
Vulcraft quotes on an estimated 80% to 90% of the domestic buildings using steel
joists, joist girders and steel deck as part of the support systems. In 2000,
Vulcraft supplied more than an estimated 40% of total domestic sales of steel
joists. Steel deck is specified in the majority of buildings using steel joists
and joist girders. In 2000, Vulcraft supplied more than 30% of total domestic
sales of steel deck.

Sales of steel joists, joist girders and steel deck are dependent on the
non-residential building construction market.

<PAGE>

                                                               OPERATIONS REVIEW
                                                                              13
[BAR CHART APPEARS HERE]

OUTLOOK FOR THE FUTURE The increased level of construction in recent years has
favorably impacted the volume of non-residential buildings supplied by the
Vulcraft Group. Prevailing economic projections call for a slow-down of building
construction in 2001, which will affect the sales of steel joists, joist girders
and steel deck and the earnings of Vulcraft.

<PAGE>

OPERATIONS REVIEW
14

- --------------------------------------------------------------------------------

COLD FINISH GROUP, BUILDING SYSTEMS GROUP AND FASTENER DIVISION Nucor
manufactures a variety of products using steel from Nucor mills.

- --------------------------------------------------------------------------------

COLD FINISH GROUP
The Cold Finish Group has facilities in Nebraska, South Carolina and Utah. These
facilities produce cold drawn and turned, ground and polished steel bars that
are used extensively for shafting and machined precision parts. The Cold Finish
Group produces rounds, hexagons, flats and squares in carbon and alloy steels.

The total capacity of all three facilities is about 350,000 tons per year. All
three facilities are among the most modern in the world and use in-line
electronic testing to ensure outstanding quality. Nucor Cold Finish obtains most
of its steel from members of the Nucor Steel Mill Group. This factor, along with
the efficient facilities, results in highly competitive pricing.

In 2000, sales of cold finished steel products were 250,000 tons, an increase of
3% from 1999's 243,000 tons. The total cold finish market is estimated to be
more than 1,800,000 tons. The Cold Finish Group anticipates opportunities for
significant increases in sales and earnings during the next several years.

BUILDING SYSTEMS GROUP
The Building Systems Group produces pre-engineered metal building systems and
components in Indiana, South Carolina and Texas. With the start-up of the
building systems facility in Terrell, Texas during 2000, the annual capacity is
now more than 145,000 tons. The size of the buildings that can be produced
ranges from less than 500 square feet to more than 1,000,000 square feet. The
buildings are sold through a builder distribution network in order to provide
fast-track, customized solutions for building owners.

Building systems sales in 2000 were about 79,000 tons, an increase of 19% from
1999's 66,000 tons. The primary markets are commercial, industrial and
institutional buildings. The Building Systems Group obtains a significant
portion of its steel requirements from the Nucor Bar and Sheet Mill Groups.

FASTENER DIVISION
Nucor Fastener's state-of-the-art steel bolt-making facility in Indiana produces
standard steel hexhead cap screws hex bolts, socket head cap screws and
structural bolts. Fasteners are used in a broad range of markets, including
automotive, machine tools, farm implements, construction and military
applications.

Annual capacity is more than 75,000 tons, which is less than an estimated 20% of
the total market for these products. The modern facility allows Nucor Fastener
to maintain highly competitive pricing in a market currently dominated by
foreign suppliers. This operation is highly automated and has fewer employees
than comparable facilities. The Fastener Division obtains much of its steel from
the Nucor Bar Mill Group.

[BAR CHART APPEARS HERE]
<PAGE>

                                             ANALYSIS OF OPERATIONS AND FINANCES
                                                                              15

OPERATIONS Nucor's business is the manufacture of steel products. During the
last five years, the sales of Nucor have increased 32% from $3,462,000,000 in
1995 to $4,586,000,000 in 2000. All of this growth has been internally
generated.

Net sales increased by 14% from 1999 to 2000, with more than 55% of the increase
due to increased volume, with additional benefit derived from increased sales
prices. 2000 was a record year for sales, primarily due to the performance in
the first half of the year. In the second half of 2000, demand decreased and
import levels increased significantly. The decrease in 1999 and 1998 sales
resulted from decreased sales prices. During 1998, 1999 and 2000, imports of
steel increased significantly, much of it at dumping prices. The effects of
these imports decreased during the latter part of 1999, but increased during
2000.

The major component of cost of products sold is raw material costs. The average
price of raw materials increased by less than 10% in 2000, decreased by 20% in
1999, and was substantially unchanged in 1998. The average scrap and scrap
substitute cost per ton used was $120 in 2000, $111 in 1999 and $142 in 1998. By
the end of the fourth quarter of 2000, the average scrap cost per ton used had
decreased to $109.

The major components of marketing, administrative and other expenses are freight
and profit sharing costs. Unit freight costs increased less than 5% in 2000,
were substantially unchanged in 1999 and increased slightly in 1998. Profit
sharing costs increased by 46% in 2000, decreased by 17% in 1999 and decreased
by 15% in 1998. Profit sharing costs are based upon and fluctuate with pre-tax
earnings. In 2000, profit sharing costs included over $6,200,000 for an
extraordinary bonus paid to employees for the achievement of record earnings
during the year. Every employee except for senior officers received $800.

Interest income, net of interest expense, decreased in 2000 as a result of
increased long-term debt and decreased average short-term investments. The
increases in 1999 and 1998 resulted from increased average short-term
investments.

Federal income taxes were at a rate of 35% for 2000, 35.5% for 1999 and 36.5%
for 1998.

The increase in 2000 earnings resulted primarily from increased margins and
increased volume. The decrease in 1999 earnings resulted primarily from
decreased sales prices. The decrease in 1998 earnings resulted primarily from
decreased margins and increased pre-operating and start-up costs of new
facilities.

Earnings were 14% of average equity in 2000, compared with 11% in 1999 and 13%
in 1998

LIQUIDITY AND CAPITAL RESOURCES In 2000, working capital decreased 18% from
$1,007,500,000 to $823,400,000, due primarily to decreased cash and short-term
investments resulting from the acquisition of treasury stock. The current ratio
was 2.5 in 2000, 2.9 in 1999 and 2.3 in 1998.

In 2000, inventories decreased slightly due to the decline in raw material costs
at the end of the year. The increase in 1999 and 1998 inventories was due
primarily to an increase in quantities of work-in-process and finished goods.

Capital expenditures are primarily for new facilities and expansion of existing
facilities. These expenditures were $415,400,000 in 2000, $374,700,000 in 1999
and $502,900,000 in 1998. Capital expenditures are currently projected to be
less than $300,000,000 in 2001. Funds provided from operations, existing credit
facilities and new borrowings are expected to be adequate to meet future capital
expenditure and working capital requirements.

Net long-term debt borrowings were $70,000,000 in 2000, $175,000,000 in 1999 and
$47,250,000 in 1998. Unused long-term credit facilities totaled $248,000,000 at
the end of 2000. The percentage of long-term debt to total capital (long-term
debt plus minority interests plus stockholders' equity) was 16% in 2000, 13% in
1999 and 8% in 1998. Nucor's objective is to maintain a strong balance sheet.
Nucor has the financial ability to borrow significant additional funds and still
maintain reasonable leverage.

During 2000, Nucor negotiated a comprehensive agreement with the United States
Environmental Protection Agency. The cost of complying with the terms of this
decree will not impact liquidity.

Nucor's directors have approved the purchase of up to 15,000,000 shares of Nucor
common stock. During 1998, 1999 and 2000, Nucor repurchased approximately
10,800,000 shares at a cost of approximately $445,000,000.

<PAGE>
SIX-YEAR FINANCIAL REVIEW
18
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
                                           2000                1999                1998                1997
- ------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                  <C>                  <C>
For the year
Net sales                           $ 4,586,145,981    $  4,009,346,082    $  4,151,232,283     $ 4,184,497,854
Costs and expenses:
    Cost of products sold             3,925,478,540       3,480,478,687       3,591,782,838       3,578,941,039
    Marketing, administrative
       and other expenses               183,175,557         154,773,600         147,973,101         145,409,693
    Interest expense (income)              (816,104)         (5,095,299)         (3,832,252)            (35,318)
                                    ---------------  ------------------   -----------------     ---------------
                                      4,107,837,993       3,630,156,988       3,735,923,687       3,724,315,414

Earnings before
    federal income taxes                478,307,988         379,189,094         415,308,596         460,182,440
Federal income taxes                    167,400,000         134,600,000         151,600,000         165,700,000
                                    ---------------  ------------------   -----------------     ---------------
Net earnings                            310,907,988         244,589,094         263,708,596         294,482,440
Net earnings per share                         3.80                2.80                3.00                3.35
Dividends declared per share                    .60                 .52                 .48                 .40
Percentage of earnings to sales                 6.8%                6.1%                6.4%                7.0%
Return on average equity                       14.2%               11.3%               13.4%               16.9%
Capital expenditures                    415,404,602         374,717,759         502,910,263         306,749,422
Depreciation                            259,365,173         256,637,460         253,118,608         218,764,101
Sales per employee                          597,193             547,762             591,596             622,554
- ------------------------------------------------------------------------------------------------------------------
At Year End
Current assets                      $ 1,381,446,907    $  1,538,508,511     $ 1,129,467,383    $  1,125,508,464
Current liabilities                     558,068,452         531,030,898         486,897,157         524,453,610
                                    ---------------  ------------------   -----------------     ---------------
Working capital                         823,378,455       1,007,477,613         642,570,226         601,054,854
    Current ratio                               2.5                 2.9                 2.3                 2.1
Property, plant and equipment         2,340,340,812       2,191,339,477       2,097,078,473       1,858,874,894
Total assets                          3,721,787,719       3,729,847,988       3,226,545,856       2,984,383,358
Long-term debt                          460,450,000         390,450,000         215,450,000         167,950,000
    Percentage of debt to capital              15.9%               13.3%                8.4%                7.2%
Stockholders' equity                  2,130,951,640       2,262,247,906       2,072,551,781       1,876,425,866
    Per share                                 27.47               25.96               23.73               21.32
Shares outstanding                       77,582,948          87,133,737          87,352,906          87,996,583
Stockholders                                 51,000              55,000              62,000              50,000
Employees                                     7,900               7,500               7,200               6,900
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>



- -----------------------------------------------------------------------
                                           1996               1995
- -----------------------------------------------------------------------
<S>                                 <C>                 <C>
For the year
Net sales                           $ 3,647,030,387     $ 3,462,045,648
Costs and expenses:
    Cost of products sold             3,139,157,919       2,900,168,171
    Marketing, administrative
       and other expenses               120,387,357         130,677,162
    Interest expense (income)              (283,837)         (1,134,190)
                                    ---------------    ----------------
                                      3,259,261,439       3,029,711,143

Earnings before
    federal income taxes                387,768,948         432,334,505
Federal income taxes                    139,600,000         157,800,000
                                    ---------------    ----------------
Net earnings                            248,168,948         274,534,505
Net earnings per share                         2.83                3.14
Dividends declared per share                    .32                 .28
Percentage of earnings to sales                 6.8%                7.9%
Return on average equity                       16.6%               21.9%
Capital expenditures                    537,438,406         263,421,786
Depreciation                            182,232,851         173,887,657
Sales per employee                          572,038             570,353
- -----------------------------------------------------------------------
At Year End
Current assets                      $   828,380,585     $   830,741,318
Current liabilities                     465,652,755         447,136,311
                                    ---------------    ----------------
Working capital                         362,727,830         383,605,007
    Current ratio                               1.8                 1.9
Property, plant and equipment         1,791,152,821       1,465,400,015
Total assets                          2,619,533,406       2,296,141,333
Long-term debt                          152,600,000         106,850,000
    Percentage of debt to capital               7.5%                6.2%
Stockholders' equity                  1,609,290,193       1,382,112,159
    Per share                                 18.33               15.78
Shares outstanding                       87,795,947          87,598,517
Stockholders                                 39,000              39,000
Employees                                     6,600               6,200
- -----------------------------------------------------------------------

</TABLE>

<PAGE>
                     CONSOLIDATED STATEMENTS OF EARNINGS AND STOCKHOLDERS EQUITY
                                                                              19


<TABLE>
<CAPTION>


Consolidated Statements of Earnings
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,                                                                2000             1999              1998
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                              <C>               <C>               <C>
Net sales                                                                        $  4,586,145,981  $4,009,346,082    $4,151,232,283
                                                                                 ----------------  --------------    --------------
Costs and expenses:
   Cost of products sold                                                            3,925,478,540   3,480,478,687     3,591,782,838
   Marketing, administrative and other expenses                                       183,175,557     154,773,600       147,973,101
   Interest expense (income) (Note 9)                                                    (816,104)     (5,095,299)       (3,832,252)
                                                                                 ----------------  --------------    --------------
                                                                                    4,107,837,993   3,630,156,988     3,735,923,687
                                                                                 ----------------  --------------    --------------
Earnings before federal income taxes                                                  478,307,988     379,189,094       415,308,596
   Federal income taxes (Note 10)                                                     167,400,000     134,600,000       151,600,000
                                                                                 ----------------  --------------    --------------
Net earnings                                                                     $    310,907,988   $ 244,589,094     $ 263,708,596
                                                                                 ================  ==============    ==============
   Net earnings per share (Note 6)                                               $           3.80   $        2.80     $        3.00
                                                                                 ================  ==============    ==============
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.

<TABLE>
<CAPTION>
Consolidated Statements of Stockholders' Equity
- ----------------------------------------------------------------------------------------------------------------------
                                                                    Additional                      Treasury Stock
                                             Common Stock            Paid-in        Retained          (at cost)
                                         Shares        Amount        Capital        Earnings      Shares      Amount
- ----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>            <C>          <C>              <C>         <C>
Balances, December 31, 1997          89,987,108   $35,994,843    $62,041,288  $1,795,276,453   1,990,525   $16,886,718
- ----------------------------------------------------------------------------------------------------------------------
Net earnings in 1998                                                             263,708,596
Employee stock options                   64,677        25,871      2,943,785
Employee stock compensation
  and service awards                                               2,267,863                     (81,346)   (1,324,800)
Treasury Stock acquired                                                                          789,700    32,016,119
Cash dividends ($.48 per share)                                                  (42,128,881)
- ----------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1998          90,051,785    36,020,714     67,252,936   2,016,856,168   2,698,879    47,578,037
- ----------------------------------------------------------------------------------------------------------------------
Net earnings in 1999                                                             244,589,094
Employee stock options                   50,733        20,293      2,347,053
Employee stock compensation
  and service awards                                               1,785,220                     (53,396)   (1,070,449)
Treasury stock acquired                                             (478,642)                    323,298    14,283,103
Cash dividends ($.52 per share)                                                  (45,354,239)
- ----------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1999          90,102,518    36,041,007     70,906,567   2,216,091,023   2,968,781    60,790,691
- ----------------------------------------------------------------------------------------------------------------------
Net earnings in 2000                                                             310,907,988
Employee stock options                    9,620         3,848        409,508
Employee stock compensation
  and service awards                                                 401,879                    (108,647)   (3,921,444)
Treasury stock acquired                                             (223,284)                  9,669,056   398,504,348
Cash dividends ($.60 per share)                                                  (48,213,301)
- ----------------------------------------------------------------------------------------------------------------------
Balances, December 31, 2000          90,112,138   $36,044,855    $71,494,670  $2,478,785,710  12,529,190  $455,373,595
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

Consolidated Balance Sheets
20



<TABLE>
<CAPTION>
                                       December 31,           2000               1999
- ---------------------------------------------------------------------------------------
<S>                                                   <C>                <C>
Assets
Current assets:
  Cash and short-term investments                     $  490,576,279     $  572,185,451
  Accounts receivable (Note 2)                           350,184,329        393,763,651
  Inventories (Note 3)                                   461,151,913        464,983,651
  Other current assets (Note 10)                          79,534,386        107,575,758
                                                      --------------     --------------
    Total current assets                               1,381,446,907      1,538,508,511
Property, plant and equipment (Note 4)                 2,340,340,812      2,191,339,477
                                                      --------------     --------------
                                                      $3,721,787,719     $3,729,847,988
                                                      ==============     ==============

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                                    $  203,334,079     $  255,229,202
  Federal income taxes                                            -           2,455,851
  Salaries, wages and related accruals                   134,953,274        116,749,067
  Accrued expenses and other current liabilities         219,781,099        156,596,778
                                                      --------------     --------------
    Total current liabilities                            558,068,452        531,030,898
                                                      --------------     --------------
Long-term debt due after one year (Note 5)               460,450,000        390,450,000
                                                      --------------     --------------
Deferred credits and other liabilities (Note 10)         260,054,154        265,247,949
                                                      --------------     --------------
Minority interests                                       312,263,473        280,871,235
                                                      --------------     --------------
Stockholders' equity (Note 6):
  Common stock                                            36,044,855         36,041,007
  Additional paid-in capital                              71,494,670         70,906,567
  Retained earnings                                    2,478,785,710      2,216,091,023
                                                      --------------     --------------
                                                       2,586,325,235      2,323,038,597
  Treasury stock                                        (455,373,595)       (60,790,691)
                                                      --------------     --------------
                                                       2,130,951,640      2,262,247,906
                                                      --------------     --------------
                                                      $3,721,787,719     $3,729,847,988
                                                      ==============     ==============
</TABLE>

See notes to consolidated financial statements.

<PAGE>

                                           Consolidated Statements of Cash Flows
                                                                              21


<TABLE>
<CAPTION>
                        Year Ended December 31,                  2000                1999               1998
- -----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>                 <C>
Operating activities:
  Net earnings                                              $ 310,907,988       $ 244,589,094       $ 263,708,596
  Adjustments:
    Depreciation                                              259,365,173         256,637,460         253,118,608
    Deferred federal income taxes                              19,400,000          10,600,000          (1,000,000)
    Minority interests                                        151,275,438          85,651,646         102,469,931
    Changes in:
      Accounts receivable                                      43,579,322         (94,518,857)         87,107,818
      Inventories                                               3,831,738         (29,098,813)        (38,836,459)
      Accounts payable                                        (51,895,123)         56,899,431         (61,938,344)
      Federal income taxes                                     (4,359,890)        (23,634,420)         16,101,428
      Other                                                    86,650,021          97,708,808          21,167,751
                                                               ----------          ----------          ----------

  Cash provided by operating activities                       820,754,667         604,834,349         641,899,329
- -----------------------------------------------------------------------------------------------------------------
Investing activities:
  Capital expenditures                                       (415,404,602)       (374,717,759)       (502,910,263)
  Disposition of plant and equipment                            5,128,217             442,250           2,924,833
                                                               ----------          ----------          ----------
  Cash used in investing activities                          (410,276,385)       (374,275,509)       (499,985,430)
- -----------------------------------------------------------------------------------------------------------------
Financing activities:
  Increase in long-term debt                                   70,000,000         175,000,000          47,250,000
  Issuance of common stock                                      4,736,679           5,223,015           6,562,319
  Distributions to minority interests                        (119,883,200)        (87,176,880)        (96,265,895)
  Cash dividends                                              (48,213,301)        (45,354,239)        (42,128,881)
  Acquisition of treasury stock                              (398,727,632)        (14,761,745)        (32,016,119)
                                                               ----------          ----------          ----------
  Cash provided by (used in) financing activities            (492,087,454)         32,930,151        (116,598,576)
- -----------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and short-term investments        (81,609,172)        263,488,991          25,315,323
Cash and short-term investments - beginning of year           572,185,451         308,696,460         283,381,137
                                                               ----------          ----------          ----------
Cash and short-term investments - end of year               $ 490,576,279       $ 572,185,451       $ 308,696,460
                                                            =============       =============       =============
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.

<PAGE>

Notes to Consolidated Financial Statements
22

Years Ended December 31, 2000, 1999, and 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nucor is a manufacturer of steel
products, and reports in one segment.

The consolidated financial statements include Nucor and all of its subsidiaries.
The minority interests in operations of less than 100%-owned subsidiaries are
included in cost of products sold. All significant intercompany transactions are
eliminated. Investments in joint ventures with ownership of less than 50% are
accounted for under the equity method.

Short-term investments are recorded at cost plus accrued interest, which
approximates market, and will be converted into cash within three months from
date of purchase.

Inventories are stated at the lower of cost or market. Cost is determined
principally using the last-in, first-out (LIFO) method of accounting.

Property, plant and equipment are stated at cost. Depreciation is provided on a
straight-line basis over the estimated useful lives of the assets.

Liabilities are recorded for the estimated costs of complying with various
regulations and involvement in judicial and administrative proceedings,
including matters related to contracts, torts, environment, taxes and insurance.
Actual costs could differ from these estimates.

2. ACCOUNTS RECEIVABLE: Accounts receivable are stated net of the allowance for
doubtful accounts of $27,573,485 in 2000 ($21,093,233 in 1999 and $16,275,198 in
1998).

3. INVENTORIES: Inventories consist of approximately 45% raw materials and
supplies, and 55% finished and semi-finished products in 2000 (50% and 50% in
1999). Inventories valued using the last-in, first-out (LIFO) method of
accounting represent approximately 85% of total inventories in 2000 and 1999. If
the first-in, first-out (FIFO) method of accounting had been used, inventories
would have been $19,358,398 higher in 2000 ($28,590,595 higher in 1999). Use of
the lower of cost or market reduced inventories by $2,498,447 in 2000 ($319,625
in 1999).

4. PROPERTY, PLANT AND EQUIPMENT: The average annual depreciation rate was 7.2%
in 2000 (7.7% in 1999 and 8.3% in 1998).

                      December 31,         2000            1999
- -------------------------------------------------------------------
Land and improvements                $   94,537,956  $   69,626,548
Buildings and improvements              357,440,801     313,624,168
Machinery and equipment               3,482,931,960   3,003,385,098
Construction in process
   and equipment deposits                89,925,106     293,286,692
                                     --------------  --------------
                                      4,024,835,823   3,679,922,506
Less accumulated depreciation         1,684,495,011   1,488,583,029
- -------------------------------------------------------------------
                                     $2,340,340,812  $2,191,339,477
                                     ==============  ==============

5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS: SEVEN BANKS ARE COMMITTED TO LEND
NUCOR A TOTAL OF $248,000,000 (NOTHING HAS BEEN BORROWED), WITH BORROWINGS, IF
ANY, REPAYABLE IN 2003 ($10,000,000), 2004 ($20,000,000), 2005 ($20,000,000) AND
2006 ($198,000,000). THESE COMMITMENTS CANNOT BE WITHDRAWN UNLESS THERE IS
NON-COMPLIANCE UNDER THE LOAN AGREEMENTS.

Annual aggregate long-term debt maturities are: none in 2002; $300,000 in 2003;
$300,000 in 2004; and $300,000 in 2005.

The fair value of Nucor's long-term debt approximates the carrying value.

                         December 31,       2000           1999
- -------------------------------------------------------------------
Industrial revenue bonds,
   4.5% to 8%,
   due from 2003 to 2033                $285,450,000   $215,450,000
Notes payable, 6%, due 2009              175,000,000    175,000,000
- -------------------------------------------------------------------
                                        $460,450,000   $390,450,000
                                        ============  =============
<PAGE>
                                      Notes to Consolidated Financial Statements
                                                                              23

6. CAPITAL STOCK: The par value of Nucor's common stock is $.40 Per share and
there are 200,000,000 shares authorized.

Nucor's Key Employees' Incentive Stock Option Plans provide that common stock
options may be granted to key employees and officers at 100% of the market value
on the date of the grant. During 2000, options were granted for 482,431 shares
(209,459 in 1999 and 203,812 in 1998); and options for 167,498 shares (111,407
in 1999 and 99,182 in 1998) expired or were canceled. At December 31, 2000,
options for 990,630 shares (685,317 in 1999 and 637,998 in 1998) were
outstanding at an aggregate exercise price of $44,185,270 ($33,137,733 in 1999
and $32,345,526 in 1998); options for 710,386 shares (583,619 in 1999 and
525,203 in 1998) were exercisable; and 2,180,737 shares (2,607,413 in 1999 and
2,805,106 in 1998) were reserved for future grants.

250,000 shares of preferred stock, par value of $4.00 per share, are authorized,
with preferences, rights and restrictions as may be fixed by Nucor's Board of
Directors. No shares of preferred stock have been issued since their
authorization in 1964.

Nucor's basic earnings per share of common stock are based on 81,762,429 average
shares outstanding in 2000 (87,247,160 in 1999 and 87,861,501 in 1998). If all
employee stock options were exercised, diluted earnings per share would not be
materially different than basic earnings per share. The pro-forma income effect
of fair value accounting for stock opions is immaterial for all periods
presented.

7. CONTINGENCIES: Nucor is subject to environmental laws and regulations
established by federal, state and local authorities; and makes provision for the
estimated costs related to compliance. Of the total $130,147,000 of accrued
environmental costs at December 31, 2000 ($99,215,000 in 1999 and $74,390,000 in
1998), $63,097,000 was classified in accrued expenses and other current
liabilities ($21,681,000 in 1999 and $19,573,000 in 1998) and $67,050,000 was
classified in deferred credits and other liabilities ($77,534,000 in 1999 and
$54,817,000 in 1998). In December 2000, Nucor entered into a consent decree with
the United States Environmental Protection Agency and certain states in order to
resolve alleged environmental violations. Under terms of this decree, Nucor will
conduct testing at some of its facilities, perform corrective action where
necessary, and pilot certain pollution control technologies.

8. EMPLOYEE BENEFIT PLANS: Nucor has a Profit Sharing and Retirement Savings
Plan for qualified employees. Nucor's expense for these benefits was $49,280,977
in 2000 ($39,195,491 in 1999 and $47,379,373 in 1998). Nucor also has a medical
plan covering certain eligible early retirees. The unfounded obligation,
included in deferred credits and other liabilities in the balance sheet, totaled
$32,347,105 in 2000 ($29,395,000 in 1999). Expense associated with this plan was
$3,038,714 in 2000 ($4,117,480 in 1999).

9. INTEREST EXPENSE (INCOME): Interest expense is stated net of interest income
of $23,264,824 in 2000 ($25,610,881 in 1999 and $13,832,452 in 1998). Interest
paid was $21,625,267 in 2000 ($14,692,106 in 1999 and $9,362,617 in 1998).

10. FEDERAL INCOME TAXES:
                                    2000           1999            1998
- --------------------------------------------------------------------------
Currently payable               $148,000,000   $124,000,000   $152,600,000
Deferred                          19,400,000     10,600,000     (1,000,000)
- --------------------------------------------------------------------------
                                $167,400,000   $134,600,000   $151,600,000
                                ============   ============   ============

Current deferred federal income tax assets of approximately $75,000,000 in 2000
($90,400,000 in 1999) relate primarily to differences between financial and tax
reporting of inventories and accrued expenses. Non-current deferred federal
income tax liabilities of approximately $105,000,000 in 2000 ($101,000,000 in
1999) relate primarily to differences between financial and tax reporting of
depreciation. Federal income taxes paid were $152,400,000 in 2000 ($147,400,000
in 1999 and $158,700,000 in 1998).

<PAGE>
Notes to Consolidated Financial Statements
24

11. QUARTERLY INFORMATION (UNAUDITED):

<TABLE>
<CAPTION>
                              First              Second                Third             Fourth
2000      December 31,       Quarter             Quarter              Quarter            Quarter
- ---------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                 <C>                 <C>
Net sales                $1,199,634,778      $1,213,945,302      $1,163,088,140      $1,009,477,761
Gross margin                167,884,777         176,874,378         154,353,874         161,554,412
Net earnings                 81,489,845          81,803,693          67,794,472          79,819,978
Net earnings per share              .94                 .98                 .85                1.03
- ---------------------------------------------------------------------------------------------------

1999
Net sales                $  893,822,966      $  997,166,323      $1,026,687,893      $1,091,668,870
Gross margin                 74,916,287         112,796,954         150,359,993         190,794,161
Net earnings                 28,173,392          50,647,213          68,161,966          97,606,523
Net earnings per share              .32                 .58                 .78                1.12
- ---------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
Independent Accountants Report
- --------------------------------------------------------------------------------

PricewaterhouseCoopers LLP

February 1, 2001

Stockholders and
Board of Directors
Nucor Corporation


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, stockholders' equity and cash flows present
fairly, in all material respects, the financial position of Nucor Corporation
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of
Nucor's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.


/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

<PAGE>

                                     BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT
                                                                              25

<TABLE>
<S>                                     <C>                                   <C>
Board of Directors                      Jeffrey M. Kemp                        John J. Ferriola
                                        General Manager of Business            Vice President, General Manager
H. David Aycock                         Development and Strategic Management   Sheet Mill Group
Former Chairman, President and                                                 Crawfordsville, Indiana
Chief Executive Officer,                Norman L. Maero
Nucor Corporation                       General Manager of Construction        Ladd R. Hall
                                                                               Vice President, General Manager
Peter C. Browning                       K. Rex Query                           Sheet Mill Group, Beam Mill
Non-Executive Chairman,                 General Manager and                    Mt. Pleasant, South Carolina
Nucor Corporation                       Corporate Controller
                                                                               Donald N. Holloway
Daniel R. DiMicco                       Steven J. Rowlan                       Vice President, General Manager
President and                           General Manager of                     Vulcraft Group, Cold Finish Group
Chief Executive Officer,                Environmental Affairs                  Norfolk, Nebraska
Nucor Corporation
                                        A. Rae Eagle                           James R. Landrum
Harvey B. Gantt                         Corporate Secretary                    Vice President, General Manager
Partner, Gantt Huberman Architects                                             Vulcraft Group
                                        Operations                             Grapeland, Texas
Victoria F. Haynes
President,                              James R. Beard                         Harry R. Lowe
Research Triangle Institute             Vice President, General Manager        Vice President, General Manager
                                        Vulcraft Group, Cold Finish Group      Building Systems Group
James D. Hlavacek                       Brigham City, Utah                     Waterloo, Indiana
Managing Director,
Market Driven Management                A. Jay Bowcutt                         Raymond Napolitan, Jr.
                                        Vice President, General Manager        General Manager
Samuel Siegel                           Bar Mill Group                         Building Systems Group
Vice Chairman,                          Plymouth, Utah                         Terrell, Texas
Former Chief Financial Officer,
Nucor Corporation                       James E. Campbell                      Robert M. Proia
                                        Vice President, General Manager        General Manager
Executive Management                    Vulcraft Group                         Vulcraft of New York, Inc.
Executive Offices                       Fort Payne, Alabama                    Chemung, New York

Daniel R. DiMicco                       Jeff B. Carmean                        James W. Ronner
Director, President and                 General Manager                        Vice President, General Manager
Chief Executive Officer                 Building Systems Group                 Vulcraft Group
                                        Swansea, South Carolina                St. Joe, Indiana
Terry S. Lisenby
Chief Financial Officer, Treasurer      David L. Chase                         R. Joseph Stratman
and Executive Vice President            Vice President, General Manager        Vice President, General Manager
                                        Sheet Mill Group                       Nucor-Yamato Steel Company
Hamilton Lott, Jr.                      Hickman, Arkansas                      Blytheville, Arkansas
Executive Vice President
                                        James R. Darsey                        Lynn E. Strock
D. Michael Parrish                      Vice President, General Manager        Vice President, General Manager
Executive Vice President                Bar Mill Group                         Vulcraft Group
                                        Jewett, Texas                          Florence, South Carolina
Joseph A. Rutkowski
Executive Vice President                Giffin F. Daughtridge                  G. Wayne Studebaker
                                        General Manager                        General Manager
James M. Coblin                         Plate Mill                             Research and Development
Vice President, Human Resources         Winton, North Carolina                 Norfolk, Nebraska

Elizabeth W. Bowers                     Jerry V. DeMars
General Manager of Taxes                Vice President, General Manager
                                        Fastener Division
Robert W. Johns                         St. Joe, Indiana
Director of Marketing,
Sheet Mill Group



</TABLE>
<PAGE>

Corporate and Stock Data
26


Executive Offices             Stock Price and Dividends Paid:
2100 Rexford Road
Charlotte, North Carolina
28211                                          First    Second   Third   Fourth
Phone 704/366-7000                            Quarter  Quarter  Quarter  Quarter
Fax 704/362-4208              --------------------------------------------------
                              2000
Stock Transfers               Stock Price:
Dividend Disbursing             High           $56.44   $51.25   $39.75   $41.19
Dividend Reinvestment           Low             45.06    33.00    29.94    29.50
                              Dividends Paid      .13      .15      .15      .15
American Stock Transfer       --------------------------------------------------
 & Trust Company              1999
40 Wall Street                Stock Price:
New York, New York 10005        High           $50.25   $61.81   $53.00   $57.44
Phone 800/937-5449              Low             41.63    44.56    44.25    40.00
Fax 718/236-2641              Dividends Paid      .12      .13      .13      .13
                              --------------------------------------------------
Annual Meeting
Place -                       10-K and 11-Year Data
The Park Hotel                Copies of (1) Form 10-K for 2000 filed with
2200 Rexford Road             the Securities and Exchange Commission, and
Morrison A & B                (2) various financial and statistical data
Charlotte, North Carolina     for the years 1990 to 2000, are available on
                              request.
Time/Date -
10:00 A.M., Wednesday         Internet Data
May 9, 2001                   Various data is available on www.nucor.com.

Stock Listing
New York Stock Exchange
Trading Symbol - NUE


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>



EXHIBIT 21 - SUBSIDIARIES

  Nucor-Yamato Steel Company, a Delaware limited partnership.
  All other subsidiaries are not significant.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>CONSENT OF ACCOUNTANTS
<TEXT>




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Numbers 2-84117 (including 2-50058), 2-51735, 33-27120
(including 2-55941 and 2-69914), 33-56649 and 333-85375) of Nucor Corporation of
our report dated February 1, 2001 relating to the financial statements, which
appears in the Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K.






/s/  PricewaterhouseCoopers LLP

March 23, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>




                            LIMITED POWER OF ATTORNEY
                   NUCOR CORPORATION FORM 10-K ANNUAL REPORTS


KNOW ALL MEN BY THESE PRESENTS:

         That I, Peter C. Browning, the grantor, do by these presents hereby
make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either
of them, true and lawful attorneys-in-fact for me and in my name, place and
stead, to sign my name in the capacity stated and where required to all Form
10-K Annual Reports of Nucor Corporation (commencing with the Report for
calendar year 2000) filed with the Securities and Exchange Commission, and any
and all amendments thereto.

         Granting and giving unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 2001.

                                       /s/ PETER C. BROWNING
                                       --------------------------------
                                           Peter C. Browning


STATE OF  North Carolina    )
                            ) ss:
COUNTY OF  Mecklenburg      )

         I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Peter C. Browning, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 15th day of March,
2001, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.

         Given under my hand and seal this 15th day of March, 2001.

                                       /s/ KELLY J. WILMOTH
                                       --------------------------------
                                           Notary Public

                                       My commission expires on August  23, 2003

<PAGE>

                            LIMITED POWER OF ATTORNEY
                   NUCOR CORPORATION FORM 10-K ANNUAL REPORTS


KNOW ALL MEN BY THESE PRESENTS:

         That I, H. David Aycock, the grantor, do by these presents hereby make,
constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of
them, true and lawful attorneys-in-fact for me and in my name, place and stead,
to sign my name in the capacity stated and where required to all Form 10-K
Annual Reports of Nucor Corporation (commencing with the Report for calendar
year 2000) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

         Granting and giving unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 2001.

                                       /s/ H. DAVID AYCOCK
                                       --------------------------------
                                       H. David Aycock


STATE OF  North Carolina    )
                            ) ss:
COUNTY OF  Mecklenburg      )

         I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that H. David Aycock, the grantor of the foregoing
Limited Power of Attorney, bearing date on the 15th day of March, 2001,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

         Given under my hand and seal this 15th day of March, 2001.

                                       /s/ KELLY J. WILMOTH
                                       --------------------------------
                                           Notary Public

                                       My commission expires on August  23, 2003

<PAGE>

                            LIMITED POWER OF ATTORNEY
                   NUCOR CORPORATION FORM 10-K ANNUAL REPORTS


KNOW ALL MEN BY THESE PRESENTS:

         That I, Harvey B. Gantt, the grantor, do by these presents hereby make,
constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of
them, true and lawful attorneys-in-fact for me and in my name, place and stead,
to sign my name in the capacity stated and where required to all Form 10-K
Annual Reports of Nucor Corporation (commencing with the Report for calendar
year 2000) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

         Granting and giving unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 2001.

                                       /s/ HARVEY B. GANTT
                                       --------------------------------
                                           Harvey B. Gantt


STATE OF  North Carolina    )
                            ) ss:
COUNTY OF  Mecklenburg      )

         I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the foregoing
Limited Power of Attorney, bearing date on the 15th day of March, 2001,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

         Given under my hand and seal this 15th day of March, 2001.

                                       /s/ KELLY J. WILMOTH
                                       --------------------------------
                                           Notary Public

                                       My commission expires on August  23, 2003
<PAGE>

                            LIMITED POWER OF ATTORNEY
                   NUCOR CORPORATION FORM 10-K ANNUAL REPORTS


KNOW ALL MEN BY THESE PRESENTS:

         That I, Victoria F. Haynes, the grantor, do by these presents hereby
make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either
of them, true and lawful attorneys-in-fact for me and in my name, place and
stead, to sign my name in the capacity stated and where required to all Form
10-K Annual Reports of Nucor Corporation (commencing with the Report for
calendar year 2000) filed with the Securities and Exchange Commission, and any
and all amendments thereto.

         Granting and giving unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 2001.

                                       /s/ VICTORIA F. HAYNES
                                       --------------------------------
                                           Victoria F. Haynes


STATE OF  North Carolina    )
                            ) ss:
COUNTY OF  Mecklenburg      )

         I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 15th day of March,
2001, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.

         Given under my hand and seal this 15th day of March, 2001.

                                       /s/ KELLY J. WILMOTH
                                       --------------------------------
                                           Notary Public

                                       My commission expires on August  23, 2003


<PAGE>


                            LIMITED POWER OF ATTORNEY
                   NUCOR CORPORATION FORM 10-K ANNUAL REPORTS


KNOW ALL MEN BY THESE PRESENTS:

         That I, James D. Hlavacek, the grantor, do by these presents hereby
make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either
of them, true and lawful attorneys-in-fact for me and in my name, place and
stead, to sign my name in the capacity stated and where required to all Form
10-K Annual Reports of Nucor Corporation (commencing with the Report for
calendar year 2000) filed with the Securities and Exchange Commission, and any
and all amendments thereto.

         Granting and giving unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 2001.

                                       /s/ JAMES D. HLAVACEK
                                       --------------------------------
                                           James D. Hlavacek


STATE OF  North Carolina    )
                            ) ss:
COUNTY OF  Mecklenburg      )

         I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that James D. Hlavacek, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 15th day of March,
2001, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.

         Given under my hand and seal this 15th day of March, 2001.

                                       /s/ KELLY J. WILMOTH
                                       --------------------------------
                                           Notary Public

                                       My commission expires on August  23, 2003

<PAGE>

                            LIMITED POWER OF ATTORNEY
                   NUCOR CORPORATION FORM 10-K ANNUAL REPORTS


KNOW ALL MEN BY THESE PRESENTS:

         That I, Samuel Siegel, the grantor, do by these presents hereby make,
constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of
them, true and lawful attorneys-in-fact for me and in my name, place and stead,
to sign my name in the capacity stated and where required to all Form 10-K
Annual Reports of Nucor Corporation (commencing with the Report for calendar
year 2000) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

         Granting and giving unto my attorneys-in-fact authority and power to do
and perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

         IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 2001.

                                       /s/ SAMUEL SIEGEL
                                       --------------------------------
                                           Samuel Siegel


STATE OF  North Carolina    )
                            ) ss:
COUNTY OF  Mecklenburg      )

         I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Samuel Siegel, the grantor of the foregoing
Limited Power of Attorney, bearing date on the 15th day of March, 2001,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

         Given under my hand and seal this 15th day of March, 2001.

                                       /s/ KELLY J. WILMOTH
                                       --------------------------------
                                           Notary Public

                                       My commission expires on August  23, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>DECREE
<TEXT>

                                                                      Exhibit 99



                          UNITED STATES DISTRICT COURT
                           DISTRICT OF SOUTH CAROLINA
                                FLORENCE DIVISION


UNITED STATES OF AMERICA, )
       Plaintiff,         )

the States of Arkansas,   )
   Nebraska, and Utah,    )
 Plaintiff-Interveners,   )                    CIVIL ACTION NO.

           V.

                          )

   NUCOR CORPORATION,     )
       Defendant.         )
                          )
                          )
- --------------------------


                                 CONSENT DECREE
                                 --------------

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
<S>                                                                         <C>
I.     JURISDICTION AND VENUE ...........................................   -7-

II.    APPLICABILITY ....................................................   -8-

III.   DEFINITIONS ......................................................   -9-

IV.    FACTUAL BACKGROUND ...............................................  -11-

V.     CLEAN AIR ACT COMPLIANCE PROGRAM .................................  -13-
       A.   Electric Arc Furnace ("EAF") Pollution Prevention ("P2")
            Measures ....................................................  -13-
       B.   EAF Pilot of Selective Non-Catalytic Reduction
            (SNCR) Technology ...........................................  -15-
       C.   Lance Burner Pilot Project ..................................  -17-
       D.   Reheat Furnace Control Technology Pilot Projects ............  -18-
       E.   Reheat Furnace Pilot Project for Selective Catalytic
            Reduction ("SCR") Technology ................................  -18-
       F.   Establishing Emission Limits for Pilot Units ................  -20-
       G.   Initial Emissions Monitoring and Setting Emission Limits for
            Non-Pilot Units .............................................  -21-
       H.   Construction and Operating Permits ..........................  -22-
       I.   Demonstration of Compliance .................................  -24-
       J.   Phase-in Schedule for Non-Pilot Installations ...............  -25-
       K.   Steel Fabrication Facilities ................................  -26-
       L.   New Source Performance Standards ............................  -27-

VI.    CLEAN WATER ACT COMPLIANCE .......................................  -28-
       A.   First Flush Sampling ........................................  -28-
       B.   Best Management Practices/Storm Water Pollution Prevention
            Plans .......................................................  -31-
       C.   Randomizing NPDES Sampling ..................................  -35-
       D.   Biocide Monitoring ..........................................  -35-
       E.   Measures at the Plymouth, Utah Facility .....................  -37-

VII.   RCRA COMPLIANCE ..................................................  -37-
       A.   Injunctive Relief Related to Waste Management ...............  -37-
       B.   Closure at Nebraska .........................................  -42-


VIII.  RCRA CORRECTIVE ACTION ...........................................  -44-
       A.   Work to be Performed ........................................  -44-
       B.   RCRA Facility Assessments ...................................  -47-
       C.   RCRA Facility Investigation ("RFI") .........................  -49-
       D.   Corrective Measures Study ("CMS") ...........................  -52-
       E.   Corrective Measures Implementation ("CMI") ..................  -54-
       F.   Interim Measures ("IM") .....................................  -56-
       G.   Stabilization Measures ......................................  -58-
       H.   Public Participation ........................................  -59-
       I.   Additional Work .............................................  -59-
       J.   Quality Assurance ...........................................  -60-
       K.   Sampling and Data/Document Availability .....................  -62-
       L.   Access ......................................................  -64-
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                         <C>
       M.   Record Preservation .........................................  -66-
       N.   Notification and Document Certification .....................  -68-
       O.   Financial Responsibility ....................................  -72-
       P.   Indemnification .............................................  -73-

IX.    EPCRA COMPLIANCE CERTIFICATION ...................................  -73-

X.     ENVIRONMENTAL MANAGEMENT SYSTEM ("EMS") ..........................  -74-

XI.    COMPLIANCE AUDITS ................................................  -74-

XII.   AGENCY APPROVALS .................................................  -74-

XIII.  SUPPLEMENTAL ENVIRONMENTAL PROJECTS ..............................  -76-

XIV.   GENERAL RECORDKEEPING AND REPORTING ..............................  -78-

XV.    SELF-MONITORING ..................................................  -80-

XVI.   CIVIL PENALTY ....................................................  -80-

XVII.  STIPULATED PENALTIES .............................................  -83-

XVIII. RIGHT OF ENTRY ................................................... -107-

XIX.   FORCE MAJEURE .................................................... -108-

XX.    DISPUTE RESOLUTION ............................................... -112-

XXI.   EFFECT OF SETTLEMENT ............................................. -115-

XXII.  GENERAL PROVISIONS ............................................... -116-

XXIII. TERMINATION ...................................................... -123-
</TABLE>
<PAGE>


UNITED STATES DISTRICT COURT
DISTRICT OF SOUTH CAROLINA
FLORENCE DIVISION


UNITED STATES OF AMERICA, )
       Plaintiff,

the States of Arkansas,   )
   Nebraska, and Utah,    )
 Plaintiff-Interveners    )                    CIVIL ACTION NO.
                          )
           V.             )

                          )

   NUCOR CORPORATION,
       Defendant.         )
                          )
                          )
- --------------------------


                                 CONSENT DECREE
                                 --------------


         WHEREAS, Plaintiff, the United States of America (hereinafter

"Plaintiff" or "the United States"), on behalf of the United States

Environmental Protection Agency (hereinafter, "EPA") has filed a Complaint

alleging that Defendant, Nucor Corporation (hereinafter, "Nucor" or

"Defendant"), has violated and is in violation of the following environmental

statutes and their implementing regulations at one or more of its steel

manufacturing and fabrication facilities: the Clean Air Act
<PAGE>

("CAA"), 42 U.S.C.ss.7401 et seq., the Resource Conservation and Recovery Act

("RCRA"), 42 U.S.C.ss.6901 et seq., the Emergency Planning and Community

Right-to-Know Act of 1986 ("EPCRA"), 42 U.S.C.ss.11001 et seq., and the Clean

Water Act ("CWA"), 33 U.S.C.ss.1251 et seq.

         WHEREAS, the purpose of this Consent Decree is to address environmental

concerns which may be representative of compliance issues common throughout the

steel mini-mill industry and to achieve comprehensive resolution of those issues

in a progressive framework;

         WHEREAS, this Consent Decree with Nucor is the first such

comprehensive, multi-media settlement in the steel mini-mill industry;

         WHEREAS, this effort has been undertaken as a potential model for

addressing environmental compliance in the steel mini-mill industry in a

technically rigorous and efficient manner;

         WHEREAS, EPA issued to Nucor a Notice of Violation ("NOV") with respect

to certain alleged Clean Air Act violations at its Hickman, Arkansas, facility

on July 13, 2000;

         WHEREAS, EPA and Nucor have executed an Administrative Order on Consent

on September 27, 2000, pursuant to EPA's

                                      -4-
<PAGE>


administrative authority under Section 7003(a) of RCRA, 42 U.S.C.ss. 6973(a),

ordering Nucor to take action at its Norfolk, Nebraska facility to remedy

contamination alleged to have resulted from its past and present handling,

storage, transportation and/or disposal of K061 dust, a RCRA listed hazardous

waste under 40 C.F.R. ss. 261.32, and to take all necessary and appropriate

action to prevent future contamination by K061 dust.

         WHEREAS, the United States further alleges that Nucor has similar RCRA

violations and hazardous waste contamination at one or more additional

facilities which may require similar corrective action and preventive measures

pursuant to Section 3008(h) of the Resource Conservation and Recovery Act of

1980, as amended, 42 U.S.C.ss. 6928(h);

         WHEREAS, the United States has alleged that Nucor has discharged

pollutants to the waters of the United States without a permit in violation of

Section 401 of the Clean Water Act, 33 U.S.C. ss. 1311, at one or more of its

facilities;

         WHEREAS, the United States has alleged that Nucor has violated its

National Pollutant Discharge Elimination System ("NPDES") permits (33 U.S.C.

ss.ss. 1311, 1342 and 1344) at one or more of its facilities;

                                      -5-
<PAGE>

         WHEREAS, the United States has alleged that Nucor has violated its

Industrial Storm Water General Permits (33 U.S.C. ss.ss. 1311, 1342 and 1344) at

one or more of its facilities;

         WHEREAS, the United States has alleged that Nucor has violated or is in

violation of the Emergency Planning and Community Right-To-Know Act of 1986

("EPCRA"), 42 U.S.C.ss.11001 et seq., at one or more of its facilities;

         WHEREAS, Nucor has denied and continues to deny the violations alleged

in the Complaint, the NOV and in EPA's RCRA Administrative Order;

         WHEREAS, the States of Nebraska, Utah and Arkansas ("Plaintiff

Intervenors"), have filed Complaints in Intervention alleging similar violations

under applicable state law and have joined this settlement as signatories to

this Consent Decree;

         WHEREAS, the South Carolina Department of Health and Environmental

Control shall execute this Consent Decree pursuant to state law Section 48-1-50

(Powers of Department);

         WHEREAS, the States of Arkansas, Texas, and South Carolina shall

designate "Project Coordinators," as defined in Section III, to oversee the

requirements of Section VIII, RCRA Corrective Action;

                                      -6-
<PAGE>

         WHEREAS, the United States and Nucor agree that settlement of this

action is in the best interest of the parties and in the public interest, and

that entry of this Consent Decree without further litigation is the most

appropriate means of resolving this matter;

         WHEREAS, the United States and Nucor consent to entry of this Consent

Decree without trial of any issues.

         NOW, THEREFORE, without any admission of fact or law, and without any

admission of the violations alleged in the Complaint, the NOV, or EPA's

Administrative Order, it is hereby ORDERED ON CONSENT AND DECREED as follows:


                            I. JURISDICTION AND VENUE
                               ----------------------

         1. The Complaint states a claim upon which relief can be granted

against Nucor under Sections 113 and 167 of the Clean Air Act, 42

U.S.C.ss.ss.7413 and 7477; 28 U.S.C.ss.1355; Sections 301, 402 and 404 of the

Clean Water Act, 33 U.S.C.ss.ss.1311, 1342 and 1344; Sections 3008 and 7003 of

RCRA, 42 U.S.C.ss.ss.6928 and 6973; and Sections 312 and 313 of EPCRA, 42

U.S.C.ss.ss.11022 and 11023. This Court has jurisdiction of the subject matter

herein and over the parties consenting hereto pursuant to 28 U.S.C.ss.1345.

Venue is proper under 28 U.S.C.ss.1391(b) and (c). For purposes

                                      -7-
<PAGE>

of this Consent Decree, Nucor consents to and will not contest the jurisdiction

of this Court over this matter.


                                II. APPLICABILITY
                                    -------------

         2. The provisions of this Consent Decree apply to and are binding upon

the United States, Plaintiff Intervenors and Nucor as well as Nucor's officers,

employees, agents, successors and assigns. In the event Nucor proposes to sell

or transfer any of its real property or operations subject to this Consent

Decree, it shall advise in writing such proposed purchaser or

successor-in-interest of the existence of this Consent Decree, and shall send a

copy of such written notification by certified mail, return receipt requested,

to EPA before such sale or transfer, if possible, but no later than the closing

date of such sale or transfer. Nucor shall provide a copy of this Consent Decree

and applicable Consent Decree attachments to all vendors supplying pollution

control technology systems or contractual services as required by this Consent

Decree.

         3. References to parties in this Consent Decree include the United

States, Nucor, and the relevant States, as Plaintiff Intervenors. Where

appropriate, the States will oversee the RCRA corrective action process and

other regulatory permits and approvals in accordance with the provisions of this

Consent Decree.

                                      -8-
<PAGE>

         4. Notwithstanding any retention of contractors, subcontractors or

agents to perform any work required under this Consent Decree, Nucor shall be

responsible for ensuring that all work is performed in accordance with the

requirements of this Consent Decree. In any action to enforce this Consent

Decree, Nucor shall not assert as a defense the failure of its employees,

servants, agents or contractors to take actions necessary to comply with this

Consent Decree, unless Nucor establishes that such a failure resulted from a

Force Majeure event as defined in Section XIX (Force Majeure) of this Consent

Decree.

                                III. DEFINITIONS
                                     -----------

         5. Except as otherwise provided in this Consent Decree, definitions for

the terms presented herein shall be incorporated from the following statutes and

their corresponding regulations: Clean Air Act, 42 U.S.C.ss.7401 et seq.;

Resource Conservation and Recovery Act of 1980, as amended, 42 U.S.C.ss.6901 et

seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42

U.S.C.ss.11001 et seq.; the Clean Water Act, 33 U.S.C.ss. 1251 et seq.


         6. The following definitions apply for the purposes of this Consent
Decree:

                                      -9-
<PAGE>

                  a. "Economic Feasibility." As defined further in the attached

protocols, pilot projects conducted pursuant to this agreement that are

demonstrated to cost $5,000 or less per ton of reduced emissions are

presumptively economically feasible. Pilot projects conducted pursuant to this

agreement that are demonstrated to cost in excess of $10,000 per ton of reduced

emissions are presumptively not economically feasible. Either of these

presumptions may be offset by such considerations as cross-media and off-site

environmental impacts and changes in energy consumption as provided in Clean Air

Act Section 169(3), 42 U.S.C. ss. 7479(3) ("Best Available Control Technology").

In all cases, economic feasibility shall be determined by calculating all costs

associated with the installation and implementation of the control measure in

question, including all costs associated with all process and plant

modifications necessary to accommodate the control measure.

                  b. "Entry of the Consent Decree" shall mean entry with the

Court after opportunity for public comment.

                  c. "Project Coordinator" shall mean, the EPA Regional Office

or, in the case of facilities located in the States of Texas, Arkansas and South

Carolina, the delegated state agency with the authority to oversee Nucor's

performance of the

                                      -10-
<PAGE>

requirements of Section VII, RCRA Corrective Action, under this Consent Decree.

                  d. "Representative Operations" shall mean a facility's usual

or normal operations in terms of unit and process design, rate and type of

production, and total emissions.

                  e. "Success," "Successful" or "Effective" shall mean, as

further defined in the attached protocols, pilot projects conducted pursuant to

this agreement that are shown to be technically and economically feasible.

                             IV. FACTUAL BACKGROUND
                                 ------------------


         7. Nucor is a major manufacturer of steel and steel products and owns

and operates eight (8) steel mini-mills in seven (7) states. Nucor and Yamato

also operate the "Nucor-Yamato Steel" facility, a steel mini-mill in Arkansas,

under a joint venture agreement. In addition, Nucor has several divisions

associated with its manufacturing sites that include Nucor Cold Finish (3

sites); Nucor Fastener (1 site); Nucor Bearing Products (1 site); Nucor Building

Systems (3 sites); and the Vulcraft Divisions (7 sites).

         8. The steel mini-mills receive, melt and cast scrap steel and scrap

substitutes into steel beams, shapes, bars, sheets, plate and products, or

rolls, which are further processed into

                                      -11-
<PAGE>

finished steel products. As a result of its operations, Nucor's mini-mills and

fabrication operations generate significant amounts of certain criteria air

pollutants: Carbon Monoxide ("CO"), Nitrogen Oxides ("NOx"), Sulfur Dioxide

("S02"), Volatile Organic Compounds ("VOCs"), and Particulate Matter ("PM").

Other pollutants include: water pollutants, including biochemical oxygen demand,

oil and grease, total suspended solids and zinc, K061 dust, a RCRA hazardous

waste, and other hazardous and solid wastes attendant to the steel manufacturing

and fabrication processes.

         9. Nucor owns and operates the following fourteen (14) steel

manufacturing and fabrication facilities which are subject to the provisions of

this Consent Decree:



         Location                                   St. Joe, Indiana (Vulcraft)
         --------
         Berkeley/Huger, South
         Carolina Blytheville,
         Arkansas
         ("Hickman Mill")
         Crawfordsville, Indiana
         Darlington, South Carolina
         Jewett, Texas
         Norfolk, Nebraska
         Armorel, Arkansas
         ("Nucor-Yamato Steel")
         Plymouth, Utah
         Brigham City, Utah (Vulcraft)
         Florence, South
         Carolina(Vulcraft)
         Fort Payne, Alabama
         (Vulcraft)
         Grapeland, Texas(Vulcraft)
         Norfolk, Nebraska (Vulcraft)


                                      -12-
<PAGE>

         Operation
         ---------
         Steel mini-mill

         Steel mini-mill
         Steel mini-mill
         Steel mini-mill
         Steel mini-mill
         Steel mini-mill

         Steel mini-mill
         Steel mini-mill
         Steel fabrication

         Steel fabrication
         Steel fabrication
         Steel fabrication
         Steel fabrication
         Steel fabrication



                       V. CLEAN AIR ACT COMPLIANCE PROGRAM
                          --------------------------------

A.       Electric Arc Furnace ("EAF") Pollution Prevention ("P2") Measures
         -----------------------------------------------------------------

         10. Nucor shall initiate pilot studies of P2 measures at the EAF at

Norfolk, Nebraska and at a second mini-mill to be identified by Nucor pursuant

to the schedule in the attached protocol (Attachment 1), for the purpose of

determining the impact of each on the reduction of NOx emissions from the

seventeen (17) existing EAFs. Nucor stipulates that these mills are generally

representative of Nucor EAF operations. The P2 pilots will be designed,

constructed, operated and evaluated in accordance with the Electric Arc Furnace

P2 Protocol, Attachment 1 to this Consent Decree. Nucor shall comply with the

schedule

                                      -13-
<PAGE>

for implementation of the P2 measures as set forth in Attachment 1.

         11. If the pilots are successful, as defined in this Consent Decree and

the attached P2 Protocol, to include components of technical and economic

feasibility, Nucor shall implement the P2 measures at the pilot units and at all

remaining EAFs at the remaining mills in accordance with the protocol and a

schedule to be proposed by Nucor and approved by EPA pursuant to the P2

Protocol. If deemed successful, Nucor will continue to implement P2 measures for

the term of the Consent Decree, but shall have the option of implementing other

appropriate control measures upon EPA approval and provided they are found to be

at least as effective in controlling emissions.

         12. If the P2 pilot projects are not deemed to be successful, Nucor may

discontinue their use at the pilot facilities and, in its final report under the

protocol, shall include an assessment of other new technologies and practices

that may be more effective and continue to explore new possible control measures

as part of the ongoing Design for Environment ("DfE") component of its

Environmental Management System ("EMS") as set forth in Section X.

                                      -14-
<PAGE>

         13. Failure to implement the P2 pilot study in accordance with the

Protocol will subject Nucor to stipulated penalties as set forth in Paragraph

177(c) to this Consent Decree.

B.       EAF Pilot of Selective Non-Catalytic Reduction (SNCR)Technology
         ---------------------------------------------------------------

         14. Nucor shall undertake a pilot study of Selective Non-Catalytic

Reduction ("SNCR") technology for the control of NOx emissions from the EAF at

Norfolk, Nebraska, and at a second mini-mill to be identified by Nucor pursuant

to the schedule in the attached protocol, for the purpose of determining its

impact on the reduction of NOx emissions from the EAFs. The second pilot may be

omitted if Nucor and EPA, on the basis of the first test, both agree that

further investigation is unnecessary or unwarranted. Nucor stipulates that these

mills are generally representative of the seventeen (17) existing Nucor EAF

operations. The SNCR pilots will be designed, constructed, operated and

evaluated in accordance with the Electric Arc Furnace SNCR Protocol ("EAF SNCR

Protocol"), Attachment 2 to this Consent Decree. Nucor shall comply with the

schedule for implementation of the SNCR pilots as set forth in Attachment 2.

         15. If the pilots are successful, as defined in this Consent Decree and

the attached EAF SNCR Protocol to include components of technical and economic

feasibility, Nucor shall install and implement the SNCR technology at the pilot

units and at all of

                                      -15-
<PAGE>

the remaining mini-mills where technically and economically feasible in

accordance with the protocol and a schedule to be proposed by Nucor within one

hundred twenty (120) days after completion of the SNCR pilot projects, and will

operate SNCR technology for the term of the Consent Decree. If deemed

successful, Nucor will install and operate SNCR technology on any new EAFs that

are constructed during the life of this Consent Decree and operate the

technology through termination of the Consent Decree. Nucor shall have the

option of implementing other appropriate control measures upon EPA approval and

provided they are found to be at least as effective in controlling emissions.

         16. If the SNCR pilot projects are not deemed to be successful, use of

them at the pilot facilities may be discontinued and, in its final report under

the protocol, Nucor shall include an assessment of other new technologies and

practices that may prove more effective and continue to explore new possible

control measures as part of the ongoing Design for Environment ("DfE") component

of its Environmental Management System ("EMS").

         17. Failure to implement the EAF SNCR pilot study in accordance with

the Protocol will subject Nucor to stipulated

                                      -16-
<PAGE>

penalties as set forth in Paragraph 177(d) to this Consent Decree.

C.       Lance Burner Pilot Project
         --------------------------

         18. Nucor shall test "lance burner" equipment to determine its ability

to reduce NOx emissions from EAFs. Nucor shall test the technology at the Nucor

Steel mill in Plymouth, Utah. The lance burner pilot will be designed,

constructed, operated and evaluated in accordance with the Lance Burner

Protocol, Attachment 3 to this Consent Decree. Nucor shall comply with the

schedule for implementation of the lance burner pilot as set forth in

Attachment 3.

         19. If the pilot is successful, as defined in this Consent Decree and

Lance Burner Protocol to include components of technical and economic

feasibility, Nucor shall install and implement the lance burner technology at

the pilot unit and at the remaining mini-mills where it is technically and

economically feasible in accordance with the protocol and the schedule set forth

in Attachment 3. If deemed successful, Nucor will install lance burner

technology, where appropriate, on any newly constructed EAFs prior to start-up.

Nucor shall have the option of implementing other appropriate control measures

upon EPA approval and provided they are found to be at least as effective in

controlling emissions. If the Lance Burner pilot project is

                                      -17-
<PAGE>

not deemed to be successful, use of them at the facility may be discontinued.

         20. Failure to implement the lance burner pilot study in accordance

with the Protocol will subject Nucor to stipulated penalties as set forth in

Paragraph 177(e) to this Consent Decree.

D.       Reheat Furnace Control Technology Pilot Projects
         ------------------------------------------------

         21. Nucor shall implement a pilot study of Reduced NOx Burner ("RNB")

and Exhaust Gas Recirculation ("EGR") technology for the reduction and control

of NOx emissions from Norfolk reheat furnace NN2. Nucor stipulates that the NN2

reheat furnace operation is generally representative of Nucor reheat furnace

operations. The RNB/EGR pilot will be designed, constructed, operated and

evaluated in accordance with the RNB/EGR Protocol, Attachment 4 to this Consent

Decree. Nucor shall comply with the schedule for implementation of the RNB/EGR

pilot as set forth in Attachment 4.

         22. Failure to implement the RNB/EGR pilot study in accordance with the

Protocol will subject Nucor to stipulated penalties as set forth in Paragraph

177(f)(i) to this Consent Decree.

E.       Reheat Furnace Pilot Project for Selective Catalytic Reduction ("SCR")
         ----------------------------------------------------------------------
         Technology
         ----------

                                      -18-
<PAGE>

         23. Nucor shall implement a pilot study of Selective Catalytic

Reduction ("SCR") technology for the control of NOx emissions from two Reheat

Furnaces, one existing/retrofit and one new construction. The second pilot may

be omitted or refocused on a new unit if Nucor and EPA, on the basis of the

first test, agree that further investigation is unnecessary or unwarranted in

the manner contemplated by this provision. Nucor stipulates that the reheat

furnaces selected for this pilot are generally representative of the 11 (eleven)

existing Nucor reheat furnace operations and of proposed new construction of

furnaces with the SCR technology as an integral part of the reheat furnace

design. The SCR pilot will be designed, constructed, operated and evaluated in

accordance with the Reheat Furnace SCR Protocol ("SCR Protocol"), Attachment 5

to this Consent Decree. Nucor shall comply with the schedule for implementation

of the SCR pilot as set forth in Attachment 5.

         24. Failure to implement the SCR pilot study in accordance with the

Protocol will subject Nucor to stipulated penalties as set forth in Paragraph

177(g)(i) to this Consent Decree.

         25. Upon completion of the RNB/EGR and SCR pilots, Nucor will perform a

comparative evaluation of both technologies on the basis of technical and

economic feasibility. Based on its comparative analysis, Nucor shall propose to

EPA an analytical

                                      -19-
<PAGE>

method for selecting the preferred method (either RNB/EGR or SCR) for control of

NOx emissions from reheat furnaces, shall propose a selection pursuant to that

method, and shall provide support for the method and proposal. Upon EPA's

concurrence, Nucor shall implement and continue to operate the appropriate

EPA-approved technology at each reheat furnace. If Nucor constructs any new

reheat furnaces at existing or newly-constructed facilities during the life of

this Consent Decree, Nucor will install either RNB/EGR or SCR technology, as

appropriate for each reheat furnace, on the newly-constructed reheat furnaces

prior to start-up. Nucor shall have the option of implementing other appropriate

control measures at the pilot unit or any other unit upon EPA approval and

provided they are found to be at least as effective in controlling emissions

from each reheat furnace.

         26. Failure to conduct a comparative analysis of the RNB/EGR and SCR

technologies or failing to install controls as appropriate on remaining reheat

furnaces will subject Nucor to stipulated penalties as set forth in Paragraph

177(g)(i) of this Consent Decree.

F.       Establishing Emission Limits for Pilot Units
         --------------------------------------------

         27. After installation of the NOx controls and the permanent

installation of CEMS in accordance with Attachment 7, for each pilot unit, Nucor

shall implement a program of continuous

                                      -20-
<PAGE>

emission monitoring of the melt shop baghouse outlet in accordance with

Attachment 6.

         28. Within thirty (30) days of completion of the emission monitoring in

accordance with Attachment 6 to this Consent Decree, the Protocol for

Establishing Emission Limits, Nucor shall report emission monitoring results and

propose for EPA approval the emission limits for that pilot unit, based on the

initial emission monitoring results and any other available information.

         29. Within one hundred twenty (120) days of EPA's approval of Nucor's

proposed emission limits, Nucor shall begin operation of each pilot unit so that

resulting emissions are consistently at or below the established emission limit.

         30. Failure to conduct initial emission monitoring of pilot units, to

report emission monitoring results to EPA, or failure to comply with the

emission limits established under this Section will subject Nucor to stipulated

penalties as set forth in Paragraph 177(h).

G.       Initial Emissions Monitoring and Setting Emission Limits for Non-Pilot
         ----------------------------------------------------------------------
         Units
         -----

         31. Within ninety (90) days of full operation of controls, the

permanent installation of CEMS in accordance with Attachment 7, and

implementation of any applicable P2 measures at all

                                      -21-
<PAGE>

non-pilot EAFs covered by this Consent Decree, Nucor shall implement a program

of continuous emission monitoring of the melt shop baghouse outlet in accordance

with Attachment 6.

         32. Within thirty (30) days of completion of the emission monitoring in

accordance with Attachment 6, Protocol for Establishing Emission Limits, Nucor

shall report emission monitoring results to EPA and propose for EPA approval the

emission limits for that non-pilot unit, based on the initial emission

monitoring results, and any other available information.

         33. Within one hundred twenty (120) days of EPA's approval of Nucor's

proposed emission limits, Nucor shall begin operation of the non-pilot unit so

that resulting emissions are consistently at or below the established emission

limit.

         34. Failure to conduct initial emission monitoring of non-pilot units,

to report emission monitoring results to EPA or failure to comply with the

emission limits established under this Section will subject Nucor to stipulated

penalties as set forth in Paragraph 177(i).

H.       Construction and Operating Permits
         ----------------------------------

         35. For all pilot projects, Nucor shall, no later than ninety (90) days

following entry of this Consent Decree, apply for all necessary construction and

operating permits, as

                                      -22-
<PAGE>

appropriate, for new construction activities scheduled as of that date. For

other new construction or operating permits that are required in connection with

the testing and installation of new control measures under this Consent Decree,

Nucor will apply for new construction permits, operating permits, or waivers, as

appropriate, as required by the applicable State Implementation Plan ("SIP").

Where consistent with applicable State law and regulations, Nucor may, in a

permit application, specify ranges of operating conditions and production

practices so as to allow for production increases during the life of the permit,

subject to the emission limits established under Sections V. F. and V.G.

         36. Following the successful completion of each pilot project and in

accordance with the phase-in schedule discussed in Section V. J., Nucor will

apply the results to the non-pilot facilities indicated in this Agreement. For

these facilities, Nucor will apply for new construction permits, or waivers, as

appropriate, as required by the applicable SIP. Within one hundred twenty (120)

days of completion of initial emission monitoring for all non-pilot units

subject to this Consent Decree, Nucor shall seek to modify all operating permits

and/or Title V permits, to modify emissions limits pursuant to the initial

testing required under Section V. G., above. Where consistent with applicable

State law and regulations, Nucor may, in a permit application, specify ranges of

operating conditions

                                      -23-
<PAGE>

and production practices so as to allow for production increases during the life

of the permit, subject to the emission limits established under Sections V. F.

and V.G.

         37. Failure to apply for any permits or permit modifications as

required by this Section shall subject Nucor to stipulated penalties as set

forth in Paragraph 177(j).

I.       Demonstration of Compliance
         ---------------------------

         38. Nucor will demonstrate compliance with emission limits as required

under Sections V.F. and V.G. (emission limits for Pilot and Non-Pilot units) by

the use of Continuous Emissions Monitoring Systems ("CEMS") on all EAFs, and the

use of parametric monitoring in accordance with the appropriate protocols for

all reheat furnaces.

         39. The CEMS pilot will be undertaken on the EAFs at Nucor Nebraska in

accordance with the attached CEMS protocol (Attachment 7).

         40. Upon completion of the CEMS pilot, Nucor and EPA will evaluate its

success, as defined by the protocol and this Consent Decree.

         41. If the CEMS pilot is determined to be successful, Nucor will

install the CEMS at all remaining EAF facilities, on a schedule to be agreed

upon by Nucor and EPA, with final

                                      -24-
<PAGE>

installation no later than one hundred twenty (120) days and full, calibrated

operation to occur within one hundred eighty (180) days of the installation of

pollution control technology at each unit.

         42. Concurrently with its installation of the CEMS pilot, Nucor will

submit for EPA approval a proposal regarding parametric monitoring to

demonstrate compliance with NOx and CO emission limits for reheat furnaces.

         43. Failure to implement the CEMS pilot in accordance with the

protocol, failure to install CEMS, as appropriate, on remaining EAFs, and

failure to submit a proposal for parametric monitoring for reheat furnaces will

subject Nucor to stipulated penalties as set forth in Paragraph 177(k).

J.       Phase-in Schedule for Non-Pilot Installations
         ---------------------------------------------

         44. Within ninety (90) days of completion of the EAF pilots, the Reheat

pilots, and the CEMS pilot, Nucor shall propose a phase-in schedule for the

implementation or installation of the appropriate technologies as required by

Part V of the Clean Air Act Compliance Program. Provided, however, that Nucor

shall immediately install controls when any reheat furnace has a modification,

as defined by 40. C.F.R. ss. 52.21, which results in a significant increase in

actual emissions of any criteria

                                      -25-
<PAGE>

pollutant. Upon EPA approval, the schedule shall be adopted and incorporated as

part of this Consent Decree.

         45. Nucor's failure to propose a phase-in schedule as required by this

Section shall subject Nucor to stipulated penalties as set forth in Paragraph

177(l).

K.       Steel Fabrication Facilities
         ----------------------------

         46. This Section applies to the following Steel Fabrication facilities:

             o   Brigham City, Utah (Vulcraft)
             o   Florence, South Carolina (Vulcraft)
             o   Fort Payne, Alabama (Vulcraft)
             o   Grapeland, Texas (Vulcraft)
             o   Norfolk, Nebraska (Vulcraft)
             o   St. Joe, Indiana (Vulcraft)

         47. Unless Nucor demonstrates that it has requisite controls for VOC

emissions or does not require permits pursuant to this Section:

                  a. No later than one hundred sixty (160) days from the lodging

of this Consent Decree, Nucor shall submit, for EPA approval, a proposal to

control VOC emissions from all coating lines through a combination of pollution

prevention, and/or other add-on control systems, and continue to pilot and

develop low-VOC based solutions for all painting operations with the goal of

converting completely to low-VOC based operations prior to the termination of

the Consent Decree. Product quality and market

                                      -26-
<PAGE>

limitations on the use of low-VOC based paint on Nucor products will be

considered.


                  b. Within sixty (60) days of EPA approval of Nucor's proposal

in Paragraph 47(a), Nucor shall submit a complete permit application for the

Fort Payne, Alabama facility to the appropriate permitting authority to permit

coating operations as "major stationary source" pursuant to 40 C.F.R. ss.

52.21(b)(1)(i)(b). Within sixty (60) days of the completeness determination for

the Fort Payne, Alabama application, Nucor shall submit for EPA approval a

proposed schedule for permitting the remaining facilities.


                  c. Failure to comply with the permitting and VOC-control

requirements of this Section will subject Nucor to stipulated penalties as set

forth in Paragraph 177(m).


L.       New Source Performance Standards
         --------------------------------

         48. Nucor shall establish operating baselines as required by NSPS,

Subpart AA, 40 C.F.R. ss. 60.274 or NSPS, Subpart AAa, 40 C.F.R. ss. 60.274(a)

as applicable at the EAFs at each of the eight (8) mini-mills which are the

subject of this Consent Decree. Nucor shall establish the required baselines

within one hundred eighty (180) days of entry of this Consent Decree or as

required by Paragraph 49. Nucor shall perform the baseline testing in accordance

with the regulations, at representative conditions,

                                      -27-
<PAGE>

and the conditions during the testing shall accurately reflect current operating

parameters at each respective mini-mill. Nucor shall use the testing protocol in

Attachment 8 to this Consent Decree, unless Nucor consults with EPA at least

forty-five (45) days prior to conducting the required testing and EPA and Nucor

jointly develop an alternate protocol.

         49. For facilities that are piloting control technology at EAFs under

the terms of this Consent Decree, where appropriate, Nucor shall re-establish

baselines concurrently with the installation of the control technologies

required by this Consent Decree. In the alternative to baseline testing required

by this section, where Nucor has performed baseline testing, it may petition EPA

for approval to use existing baseline data.

         50. Failure to establish baselines as required by this Section will

subject Nucor to stipulated penalties as set forth in Paragraph 177(n).

                         VI. CLEAN WATER ACT COMPLIANCE
                             --------------------------


A.       First Flush Sampling
         --------------------

         51. Nucor shall conduct eight (8) rounds of first flush storm water

sampling at each of the mini-mills listed in Paragraph 9 of this Consent Decree.

Sampling shall take place at all stormwater only outfalls sampled pursuant to

either its

                                      -28-
<PAGE>

stormwater, general or NPDES permit. In addition, Nucor shall identify other

significant conveyances of stormwater and sample the outfalls of such

conveyances as part of this sampling program.

         52. Within forty-five (45) days of entry of this Consent Decree, Nucor

shall submit to EPA for approval a Sampling Plan for each of the mini-mills

listed in Paragraph 9. The Sampling Plan shall include, but not be limited to,

the specific location of the outfalls to be sampled, a detailed map with the

location of the outfalls to be sampled clearly marked, and a sampling and

laboratory quality assurance plan for the stormwater sampling program. Nucor

shall begin implementation of the Sampling Plan during the first full calendar

quarter following EPA's approval of the plan.

         53. Nucor shall conduct the sampling, twice per quarter, to reflect

seasonal changes, until eight (8) successful sampling events occur.

         54. Nucor shall collect First Flush samples in the selected locations

during the first thirty (30) minutes of a discharge resulting from a continuous

rainfall event of greater than 0.1 inches in magnitude at the site. Discharge to

ponds shall be sampled at the inlet to the pond. The storm event must be a least

seventy-two (72) hours after the previously measurable


                                      -29-
<PAGE>

storm event greater than 0.1 inches. The sample shall be collected mid-stream.

         55. Nucor shall document in field notes the sample location, sampling

method, date and time of sample collection, sample handling procedures,

preservative used, and the name of the sampler or sampling device.

         56. Nucor shall submit to EPA and the NPDES permitting authority a

Sampling Report in accordance with Section XIV of this Consent Decree (General

Recordkeeping and Reporting) with documentation of the sampling event,

chain-of-custody, and analytical data. The Sampling Report shall include the

name of the laboratory performing the analysis, the name of the analysis, the

date of analysis, the analytical technique used, the detection limits, any NPDES

permit excursions that are noted, hard copy of any electronic deliverables, the

field notes prepared by the sample collector, and rain fall records documenting

that the sampling event met the requirements of First Flush as set forth in

Paragraphs 52 and 54.

         57. Nucor shall analyze the following parameters using the specified

methods: pH (40 C.F.R. Part 136, Method 150.1); Biochemical Oxygen Demand

(Method 5210b, Standard Methods for the Examination of Water and Wastewater);

Total Suspended Solids (Method 2540D, Standard Methods for the Examination of

Water and

                                      -30-
<PAGE>

Wastewater); Oil and Grease (40 C.F.R. Part 136, Method 413.1 or 1664); Volatile

Organic Compounds (40 C.F.R. Part 136, Appendix A, Method 1624); Semi-volatile

Organic Compounds (40 C.F.R. Part 136, Appendix A, Method 1625); Metals (40

C.F.R. Part 136, Appendix C, Method 200.7); Total Organic Carbon (SW-846, Method

9060).

         58. Failure to submit a complete Sampling Plan, to conduct First Flush

Sampling, to analyze all parameters as required in Paragraph 57 or, to submit a

complete sampling report, shall subject Nucor to stipulated penalties as set

forth in Paragraph 177(o).

         59. Failure to comply with NPDES permit conditions shall subject Nucor

to stipulated penalties as set forth in Paragraph 177(s).

B.       Best Management Practices/Storm Water Pollution Prevention Plans
         ----------------------------------------------------------------

         60. Within two hundred ten (210) days of entry of this Consent Decree,

Nucor shall develop Best Management Practices("BMP") and Storm Water Pollution

Prevention ("SWPP")Plans for each of the facilities listed in Paragraph 9 and

provide the plans to EPA and to the appropriate state permitting authority for

review and approval.

                                      -31-
<PAGE>

         61. For facilities where BMP or SWPP Plans exist at the time of

execution of this Consent Decree, Nucor shall revise the plans in accordance

with this Section. Within two hundred ten (210) days of entry of this Consent

Decree, Nucor shall provide EPA and the appropriate state permitting authority

with the revised plans for review and approval.

         62. Where a BMP/SWPPP is not included in a facility's individual NPDES

permit, Nucor shall seek to include a provision requiring such a BMP/SWPPP in

its permit.

         63. Each BMP/SWPP Plan (hereafter "the plan(s)") shall, as appropriate,

be consistent with the requirements set forth in the Final National Pollutant

Discharge Elimination System Storm Water Multi-Sector Permit, 60 FR 50804

(September 29, 1995), and the guidelines set forth in EPA's Guidance Manual for

Developing Best Management Practices, Office of Water, October 1993 (EPA

833-B-93-004)(BMP Guidance), as well as applicable state laws and regulations.

         64. Within thirty (30) days of entry of this Consent Decree, Nucor

shall modify its SWPP Plan for the Hickman facility to add SW-2 as an outfall

Nucor will sample as part of compliance with its Storm Water General Permit,

ARR00A000.

                                      -32-
<PAGE>

         65. In addition to appropriate actions set forth in the Final

Multi-Sector permit, and the BMP Guidance, Nucor shall include in the plan:

                  a. specific measures to prevent, to the maximum extent

practicable, any water from coming into contact with K061 dust;


                  b. a requirement to inspect K061 processing and handling areas

once per day while the EAF is in operation and after each load;


                  c. a list of all process equipment which is in contact with or

close proximity to the contact water systems or which is located outside without

secondary containment and which has the potential to discharge any contaminant,

via a leak or rupture, in such a manner that it may come into contact with water

that may be discharged off the site via an NPDES outfall, storm water outfall,

or sheet flow. Process equipment does not include light mobile equipment;


                  d. a requirement to conduct inspections each calendar week of

all listed equipment, memorialized in writing;


                  e. a requirement to properly store all co-products and scrap

metal to prevent, to the maximum extent practicable, contamination of

stormwater, and to contain contaminated runoff and control releases;

                                      -33-
<PAGE>

                  f. specific measures to control particulates from flowing off

the co-products and scrap metal storage surfaces using structures that contain

and capture settleable solids;


                  g. An evaluation of storage of materials within the level of a

100 year flood plain and whether the materials could be moved or additional

protection measures could be implemented;


                  h. a detailed description of an investigation of all cross

connections between stormwater piping (including, any other channelized

conveyance) and process water piping, aimed at minimizing pollutant loading to

either stormwater or process water discharges;


                  i. a list by functional description of all on-site

contractors, a review of all stormwater impacts from operations of on-site

contractors, and specific measures for mitigating any such impacts.


         66. Nucor shall conduct a review of all effluent or stormwater

discharge sampling standard operating procedures to assure compliance with 40

C.F.R. Part 136.

         67. Failure to develop complete BMP and SWPP plans or to seek to modify

Nucor's NPDES permits to require BMP Plans as required by this Section will

subject Nucor to stipulated penalties as set forth in Paragraph 177(p).

                                      -34-
<PAGE>

C.       Randomizing NPDES Sampling
         --------------------------

         68. Subject to applicable limitations in state permits, Nucor shall use

a random date generator to select sampling days for all NPDES sampling beginning

with the first full calendar quarter following entry of the Consent Decree,

except where sampling from outfalls is dependent on storm water events.

Provided, however, that Nucor shall be relieved of analyzing samples for those

constituents where holding periods over non-business days would invalidate the

samples, where sampling must be scheduled by the analyzing laboratory, and when

facilities are not producing a discharge for sampling. The random sampling day

selection process shall be memorialized in Nucor's NPDES standard operating

procedures, any NPDES training materials, instructions or other materials used

to instruct NPDES sample collectors on proper sampling procedures, and as a

component of Nucor's EMS. The date generator shall be designed so that Nucor

shall have no more than twenty-four (24) hours prior knowledge of the day of a

sampling event.

         69. Failure to conduct NPDES sampling on the dates identified by the

random date generator as required by this Section will subject Nucor to

stipulated penalties as set forth in Paragraph 177(q).

D.       Biocide Monitoring
         ------------------

                                      -35-
<PAGE>

         70. Within ninety (90) days of entry of this Consent Decree, Nucor

shall submit a Biocide Discharge Monitoring Plan to EPA for its review and

approval for each of the steel mini-mills listed in Paragraph 9. The Biocide

Discharge Monitoring Plan shall provide for the monitoring of biocide

concentrations in discharges from the facility for any biocide used at the

facility within the three (3) preceding years by either (a) sampling twice per

month for a period of two (2) years; or (b) a mass-balance calculation of the

concentration of the biocide and monthly acute and quarterly chronic whole

effluent toxicity testing for a period of two (2) years. The plan shall specify

the sampling locations and sampling methodologies. Nucor shall commence

monitoring within thirty (30) days of EPA's approval of the Biocide Discharge

Monitoring Plan. Nucor shall incorporate the results of the biocide sampling in

all its reports to EPA and the appropriate permitting authority. Nucor may

identify areas where no biocides are thought to have been handled or discharged

and, upon EPA's concurrence, such areas may not be included in the sampling

plan. If no biocide "hit" occurs in a given area in the first several rounds of

sampling, Nucor may petition the EPA to have that area removed from the sampling

plan.

         71. Failure to monitor and report the results of the testing and/or

calculations required by this Section, will subject Nucor to stipulated

penalties as set forth in Paragraph 177(r).

                                      -36-
<PAGE>

E.       Measures at the Plymouth, Utah Facility
         ---------------------------------------

         72. Nucor shall verify that the leak in the wall of the non-contact

cooling basin has been repaired, and that a reliable, long-term solution to

avoid any further such leaks has been implemented.

         73. Nucor shall develop Standard Operating Procedures for maintaining

compliance with Total Dissolved Solids ("TDS") levels, and provide documentation

to EPA of the TDS levels measured in any discharge from the facility.

Documentation for this Section shall be sent to the State of Utah and EPA within

thirty (30) days of the entry of this Consent Decree.

                              VII. RCRA COMPLIANCE
                                   ---------------


         74. All documents submitted to EPA pursuant to this Section shall be

reviewed and approved by EPA and/or the overseeing State in accordance with

Section XII (Agency Approvals).

A.       Injunctive Relief Related to Waste Management.
         ---------------------------------------------

         75. For each facility subject to this Consent Decree, Nucor shall

comply, with respect to all waste generated after the lodging of the Decree,

with all applicable RCRA generator requirements at 40 C.F.R. ss. 262.34 (40

C.F.R. Part 265 including ss. 265.16, and Subparts D and J) and 40 C.F.R. Part

268 pursuant to this Section.

                                      -37-
<PAGE>

         76. No later than March 31, 2001, Nucor shall complete a RCRA facility

compliance assessment and shall submit to EPA a certification, signed by a

responsible official, setting forth the facility's compliance status with the

applicable hazardous waste generator requirements at 40 C.F.R. Part 262 with

regard to its on-site management of K061 dust and other hazardous wastes

currently generated at each of its steel mills and Vulcraft facilities. The

certification shall be accompanied by a schedule for correction of any instances

of noncompliance noted therein. Upon EPA approval of this plan and schedule,

Nucor will complete the corrective action in accordance therewith and shall

certify to EPA compliance upon completion. Failure to comply with the RCRA

generator requirements in this Paragraph shall subject Nucor to stipulated

penalties in accordance with Paragraph 177(t).

         77. No later than January 31, 2001, Nucor shall either (a) submit to

EPA information and analysis supporting a hazardous waste determination

demonstrating that waste thinner and paint waste accumulations, including

containers, at the Vulcraft facility in Brigham City are not hazardous wastes

under RCRA, or (b) certify that the facility is in full compliance with 40

C.F.R. ss. 262.34 and applicable Part 265 provisions with regard to these

satellite accumulation areas.

                                      -38-
<PAGE>

         78. Within forty-five (45) days of the lodging of this Consent Decree,

Nucor shall submit to EPA and the Utah Department of Environmental Quality

("UDEQ"), for review and approval, a personnel training program for the Vulcraft

facility in Brigham City, Utah, that fully complies with the requirements of 40

C.F.R. ss. 265.16. In addition, within thirty (30) days of receipt of EPA's

comments on the personnel training plan for the Nucor facility in Plymouth,

Utah, Nucor shall submit to EPA, with a copy to UDEQ, a training plan which

incorporates EPA's comments and is in compliance with 40 C.F.R. ss. 265.16.

         79. Within thirty (30) days of the entry of this Consent Decree, Nucor

shall submit to EPA, with a copy to UDEQ, a revised contingency plan for the

Nucor facility in Plymouth, Utah, which reflects current facility conditions and

complies with the requirements of 40 C.F.R. Part 265, Subpart D. The updated

contingency plan shall be distributed to the local responders, and Nucor shall

provide documentation to EPA and UDEQ demonstrating that the new plan has been

distributed.

         80. No later than January 31, 2001, Nucor shall submit documentation to

EPA, with a copy to UDEQ that all containers of hazardous waste at the Nucor

facility in Plymouth, Utah, are properly labeled, closed and managed in

accordance with 40 C.F.R. ss. 262.34.

                                      -39-
<PAGE>

         81. Nucor shall, immediately upon entry of this Consent Decree, cease

storage and/or disposal of hazardous waste generated after the Consent Decree

except in RCRA-permitted or exempt units, as applicable. Nucor shall, no later

than March 31, 2001, submit to EPA a certification, signed by a responsible

official, stating that it is not storing and/or disposing of hazardous waste

generated after entry of this Consent Decree except in RCRA-permitted or exempt

units, as applicable, at each of its steel mills and Vulcraft facilities.

         82. Nucor shall immediately upon entry of this Consent Decree, cease

the placement of hazardous waste on the land without meeting the requirements at

40 C.F.R. Part 268. Nucor shall, no later than March 31, 2001, submit to EPA a

certification, signed by a responsible official, stating that it is in

compliance with the applicable land disposal restriction regulations at each of

its steel mills and Vulcraft facilities with respect to hazardous waste

generated after the entry of this Consent Decree.

         83. As part of the RCRA K061 Dust BMP Plan required to be submitted in

accordance with Paragraph 84, Nucor shall, in the State of Arkansas, comply with

the requirements of 40 C.F.R. Part 265, Subpart J, with respect to the

management of K061 dust in silos. At all other facilities Nucor may in the RCRA

K061 Dust

                                      -40-
<PAGE>

BMP Plan submitted in accordance with Paragraph 84 either: (a) submit

certification to EPA that Nucor is in compliance with the requirements of 40

C.F.R. Part 265, Subpart J, with respect to the management of K061 dust in silos

at each of its mini-mills, or (b) unless otherwise required under applicable

state law, submit to EPA a proposal for prevention of releases of K061 dust from

the silos at each of its mini-mills..

         84. Nucor shall, within one hundred twenty (120) days of the entry of

this Consent Decree, submit to EPA a detailed description of all existing K061

dust management practices at all of its mini-mills for EPA review and approval.

Nucor shall within one hundred fifty (150) days of entry of this Consent Decree,

submit for EPA review and approval a RCRA K061 Dust BMP Plan for its management

of K061 dust at the Norfolk, Nebraska facility. For the seven remaining

mini-mills, Nucor shall submit for EPA review and approval, at sixty (60)-day

increments thereafter, a RCRA K061 Dust BMP Plan for its management of K061

dust. All RCRA K061 Dust BMP Plans required by this Paragraph shall be completed

within five hundred seventy (570) days after entry of the Consent Decree. These

RCRA K061 Dust BMPs must address: all necessary construction and installation of

K061 dust storage and transfer equipment to prevent to the maximum extent

practicable, in accordance with good engineering practice, releases of K061

dust; construction of concrete pads under the


                                      -41-
<PAGE>

current and planned baghouses or equally effective control measures to prevent

releases into the environment; the periodic inspection of these pads or other

control measures; the frequency for vacuuming these pads; the subsequent

management of the collected dusts as hazardous waste; and a schedule for

implementation of the plan. The plans must also provide for collection and

proper management of any rainwater which may collect on or run onto these

controlled areas. Immediately upon approval of the BMPs by EPA, Nucor shall

begin to implement the plan in accordance with any schedules contained therein.

         85. As part of the RCRA K061 Dust BMP Plan required to be submitted in

accordance with Paragraph 84, Nucor shall submit a plan to EPA for an enclosed

K061 dust transfer operation at each of its steel mills, using good engineering

practices to prevent, to the maximum extent practicable, releases of K061 dust,

and to facilitate the development of RCRA K061 Dust BMPs pursuant to paragraph

84.

         86. All notices and certifications required by Section VI.A.

(Injunctive Relief Related to Waste Management) shall be sent to: Robert

Parrish, U.S. EPA Headquarters, 1200 Pennsylvania Ave., N.W, Mail Code 2248A,

Washington DC 20460.

B.       Closure at Nebraska
         -------------------

                                      -42-
<PAGE>

         87. Nucor shall, no later than one hundred eighty (180) days from the

lodging of this Consent Decree, submit to the Nebraska Department of

Environmental Quality (NDEQ), for review and approval a closure plan which

complies with the requirements of 40 C.F.R. Part 264, Subpart G, with a copy to

EPA's Project Coordinator identified in Paragraph 147 below. The closure plan

shall address closure of the K061 disposal areas around former Baghouses A and C

and the current NN3 Baghouse at the Norfolk, Nebraska facility. Nucor shall,

upon approval of the closure plan by the NDEQ, initiate and complete all closure

activities according to the schedules set forth in the approved closure plans.

         88. Nucor shall, within sixty (60) days of completion of final closure

at the Norfolk, Nebraska facility, submit to the NDEQ a certification that these

hazardous waste management units for each facility have been closed in

accordance with the specifications in the approved closure plans, with a copy to

EPA's Project Coordinator identified in Paragraph 147 below. The certification

must be signed by the owner or operator and by an independent registered

professional engineer.

         89. Nucor shall, within one hundred eighty (180) days from the lodging

of this Consent Decree, submit to the NDEQ documentation of financial assurance

for the closure cost estimates, pursuant to 40 C.F.R. Part 264, Subpart F, for

closure

                                      -43-
<PAGE>

of the areas of the soils around former Baghouses A and C and the current NN3

Baghouse.


                          VIII. RCRA Corrective Action
                                ----------------------

         90. This Section (RCRA Corrective Action) applies to the following

facilities:

         Nucor, Darlington, SC                  Nucor, Jewett, TX
         Nucor, Berkeley, SC                    Nucor, Norfolk, NE
         Nucor, Crawfordsville, IN              Nucor, Plymouth, UT
         Nucor, Blytheville, AR                 Nucor-Yamato, Armorel, AR
           (Hickman Mill)

A.       Work to be Performed
         --------------------

         91. Nucor is hereby ordered to perform the acts specified in this

Section, in the manner and by the dates specified herein. All work undertaken

pursuant to this Consent Decree shall be performed in a manner consistent with:

the Scopes of Work attached hereto as Attachments 10, 11, 12 and 13; all EPA or

State approved RCRA Facility Assessment Workplans, Interim Measures Workplans,

RCRA Facility Investigation Workplans, Corrective Measures Study Workplans,

Corrective Measures Implementation Workplans, and any other relevant EPA or

State approved Workplans; RCRA and other applicable Federal and State laws and

their implementing regulations; and applicable EPA and State guidance documents.

         92. Nucor is not required to duplicate any investigative or remedial

work which has previously been performed at the

                                      -44-
<PAGE>

facilities subject to this Consent Decree and which would satisfy the

requirements of this Consent Decree to the designated Project Coordinator's

satisfaction. Rather, Nucor will be required to reference, and where necessary

provide copies of, the document or report which details the activities

previously performed and the results of those activities. Nucor is required to

do any and all additional work necessary to satisfy the requirements of this

Consent Decree to the designated Project Coordinator's satisfaction.

         93. All work performed pursuant to Section VIII of this Consent Decree

shall be under the direction and supervision of a professional engineer,

hydrologist, geologist, or environmental scientist with expertise in hazardous

waste cleanup. Nucor's contractor or consultant shall have the technical

expertise sufficient to adequately perform all aspects of the work for which it

is responsible. A team of independent consultants, proposed by Nucor and

approved by EPA and managed by independent counsel, will oversee the work. A

Project Oversight Director, approved by EPA, will be appointed by Nucor and will

coordinate efforts of the independent consulting team. Within ten (10) days,

after the entry of the Consent Decree, Nucor shall also designate a Primary

Corporate-Wide Project Director. After approval of each workplan and within

fifteen (15) days of retaining outside engineers, hydrologists, geologists,

and/or

                                      -45-
<PAGE>

environmental scientists and any other contractors or consultants and their

personnel to be used in carrying out the terms of this Consent Decree, Nucor

shall notify the designated EPA or State Project Coordinator(s) in writing, of

the name, title, and qualifications of said professionals, consultants, and/or

contractors. Nucor shall identify whether any contractor is on the List of

Parties Excluded from Federal Procurement or Non-Procurement Programs. EPA and

the relevant States reserve the right to disapprove Nucor's contractor or

consultant. If EPA or the State disapproves a contractor or consultant, then

Nucor must, within thirty (30) days of receipt from EPA of written notice of

disapproval, notify the designated Project Coordinator, in writing, of the name,

title, and qualifications of any replacement. EPA's or the State's disapproval

shall not be subject to review under Section XX, Dispute Resolution.

         94. To facilitate effective communication during the corrective action

process, Nucor's project managers and technical consultant shall periodically

meet with appropriate EPA and/or state Project Coordinators and prior to

submission of all work plans and reports required under this Section.

         95. Within two hundred forty (240) days of entry of this Consent

Decree, Nucor shall submit to EPA a comprehensive initial assessment and

corrective action schedule, subject to EPA review

                                      -46-
<PAGE>

and approval, for all mini-mills. This schedule will include a priority-based

timeline for interim measures and further investigations. Based on review of the

initial assessment and schedule, the Project Coordinator for each facility will

notify Nucor of whether a RCRA Facility Assessment ("RFA"), RCRA Facility

Investigation ("RFI"), and/or Stabilization Measure is necessary for that

facility.

         96. Due to the complexity of determining the potential presence and/or

extent of contamination at all eight (8) mini-mills, Nucor and EPA recognize

that a phased approach to facility assessment and investigations is necessary.

B.       RCRA Facility Assessments
         -------------------------

         97. Within sixty (60) days, but no earlier than three hundred (300)

days after the entry of the Consent Decree, after receiving written notice from

the EPA or State Project Coordinator of the requirement to submit an RFA

Workplan, Nucor shall submit to the respective designated Project Coordinator

for review and approval an RFA Workplan meeting the requirements of the RFA

Scope of Work (Attachment 10). Each RFA Workplan shall detail the methodology

Nucor shall use to: (1) identify each of the solid waste management units

("SWMUs") and areas of concern ("AOCs") at the facilities; (2) identify and

present all information regarding potential and actual releases of hazardous

                                      -47-
<PAGE>

waste constituents from each SWMU and AOC; (3) present recommendations regarding

the need for further investigation and any necessary interim measures at the

facility.

         98. Within thirty (30) days of receipt of the designated Project

Coordinator's approval of Nucor's RFA Workplan, pursuant to Section XII (Agency

Approvals) of this Consent Decree, Nucor shall begin to implement the approved

RFA Workplan in accordance with the schedule contained herein and meeting the

requirements of the RFA Scope of Work (Attachment 10). Nucor shall furnish all

personnel, materials, and services necessary for, or incidental to, performing

the RFA at the facility. Nucor shall also submit to the designated Project

Coordinator an electronic copy of the approved RFA Workplan in Adobe Portable

Document Format (PDF) on a CD-ROM that incorporates all changes and/or revisions

that may be required for approval.

         99. In accordance with the EPA or State approved RFA Workplan schedule,

Nucor shall submit to the Project Coordinator for review and approval a draft

RFA Report meeting the requirements of the RFA Scope of Work (Attachment 10).

         100. Within thirty 30 days of receipt of the Project Coordinator's

comments on the draft RFA Report, or within such longer period of time

designated by the Project Coordinator, Nucor shall submit four copies of the

final RFA Report completed

                                      -48-
<PAGE>

in a manner consistent with the RFA Scope of Work contained in Attachment 10 and

addressing the Project Coordinator's comments. Nucor shall also submit an

electronic copy of the approved RFA Report in PDF format on a CD-ROM. The

Project Coordinator will review this submittal in accordance with Section XII of

this Consent Decree.

         101. Following review of the RFA Report, the Project Coordinator will

notify Nucor in writing whether a RCRA Facility Investigation (RFI) is necessary

at the facility.

C.       RCRA Facility Investigation ("RFI")
         -----------------------------------

         102. For the Norfolk, Nebraska facility with sixty (60) days, but no

earlier than three hundred (300) days after entry of this Consent Decree; and

for the remaining seven (7) mini-mill facilities, within sixty (60) days of

written notice from the Project Coordinator, Nucor shall submit for the Project

Coordinator's review and approval an RFI Workplan meeting the requirements of

the RFI Scope of Work (Attachment 11).

         103. The RFI Workplan shall detail the methodology Nucor shall use to:

(1) characterize the potential pathways of contaminant migration; (2)

characterize the source(s) of contamination; (3) define the degree and extent of

contamination; (4) identify actual or potential receptors; and (5) support the

development of alternatives from which a corrective measure will

                                      -49-
<PAGE>

be selected by EPA or the State. A specific schedule for implementation of all

of the above activities shall be included in the RFI Workplan. Specifically, the

RFI Workplan shall include a sampling and analysis plan designed to provide the

following information, if applicable:

         (a) Determination of site-wide groundwater and surface water quality

         and distributions of dissolved hazardous wastes and hazardous

         constituents beneath the site;

         (b) Determination of whether releases of hazardous waste or hazardous

         constituents to the groundwater are migrating beyond the facility

         boundaries. If so, the vertical and horizontal extent of those releases

         must be sufficiently defined to prepare an evaluation of contaminated

         groundwater;

         (c) Determination of the vertical and horizontal extent of hazardous

         wastes and hazardous constituents in soils and sediments sufficient:

                  (1) to prepare a site-wide map of soil contamination; and

                  (2) to prepare an evaluation of the risks associated with

                  exposure to contaminated soils and sediments or contaminated

                  surface water; and

                                      -50-
<PAGE>

         (d) Determination of the extent of hazardous wastes and hazardous

         constituents in soil gas(es) sufficient to prepare an evaluation of the

         risks associated with exposure to soil gas(es).


The RFI Workplan shall also include: (1) a Project Management Plan; (2) a Data

Collection Quality Assurance Plan; (3) a Data Management Plan; (4) a Health and

Safety Plan; (5) a Baseline Risk Assessment Plan; and (6) a Community Relations

Plan, as specifically defined in Attachment 11.

         104. Upon EPA or State approval of Nucor's RFI Workplans pursuant to

Section XII (Agency Approvals) of this Consent Decree, Nucor shall conduct a

Facility Investigation in accordance with the EPA- or State-approved RFI

Workplan. Nucor shall furnish all personnel, materials, and services necessary

for, or incidental to, performing the RFI at the facility. Nucor shall also

submit an electronic copy of the approved RFI Workplan in Adobe Portable

Document Format S("PDF") on a CD-ROM that incorporates all changes and/or

revisions that may be required for approval.

         105. In accordance with the State or EPA-approved RFI Workplan

schedule, Nucor shall submit to the Project Coordinator for review and approval

a draft RFI Report meeting the requirements of the RFI Scope of Work (Attachment

11) ("RFI

                                      -51-
<PAGE>

Report"). The report must specifically address (1) the nature, extent and

distributions of dissolved hazardous wastes and hazardous constituents in

groundwater and surface water; (2) the extent of hazardous wastes and hazardous

constituents in soils and sediments; (3) the extent of hazardous wastes and

hazardous constituents in soil gas(es); and(4) a baseline risk assessment for

exposure to contaminated soils, groundwater, surface water and soil gas.

         106. Within sixty (60) days of receipt of the Project Coordinator's

comments on the draft RFI Report, or within such longer period of time

designated by the Project Coordinator, Nucor shall submit to EPA four (4) copies

of the final RFI Report completed in a manner consistent with the RFI Scope of

Work contained in Attachment 11 and addressing EPA's comments. Nucor shall also

submit an electronic copy of the approved RFI Report in PDF format on a CD-ROM.

EPA or the State will review this submittal in accordance with Section XII

(Agency Approvals) of this Consent Decree.

         107. Following review of the RFI Report, the Project Coordinator will

notify Nucor in writing whether a RCRA Corrective Measures Study ("CMS")is

necessary at the facility.

D.       Corrective Measures Study ("CMS")
         ---------------------------------

                                      -52-
<PAGE>

         108. Within ninety (90) days following notification from the EPA or

state Project Coordinator, Nucor shall submit its CMS Workplan. The CMS Workplan

shall be written in accordance with the CMS Scope of Work in Attachment 12.

         109. Upon approval by the Project Coordinator pursuant to Section XII

(Agency Approvals) of this Consent Decree, Nucor shall conduct the CMS in

accordance with the approved Workplan and the requirements of the CMS Scope of

Work (Attachment 12).

         110. In accordance with the EPA- or state-approved Workplan schedule,

Nucor shall submit to the Project Coordinator for review and approval a draft

CMS Report meeting the requirements of the CMS Scope of Work (Attachment 12).

The report shall provide a detailed description of the activities conducted by

Nucor to fulfill the requirements of the CMS Scope of Work. The Project

Coordinator will review this submittal in accordance with Section XII (Agency

Approval) of this Consent Decree.

         111. Within sixty (60) days of receipt of the Project Coordinator's

comments on the draft CMS Report, Nucor shall submit to the Project Coordinator

four (4) copies of the final CMS Report, completed in a manner consistent with

the CMS Scope of Work and shall incorporate the Project Coordinator's comments.

Nucor shall also submit an electronic copy of the approved CMS Report in PDF

format on a CD-ROM. The Project

                                      -53-
<PAGE>

Coordinator will review this submittal in accordance with Section XII (Agency

Approval) of this Consent Decree.

         112. In accordance with Section VIII. H. of this Consent Decree, EPA or

the State Project Coordinator will provide the public with an opportunity to

submit written and/or oral comments and an opportunity for a public meeting

regarding the proposed cleanup standards and remedy for the facility.

E.       Corrective Measure Implementation ("CMI")
         -----------------------------------------

         113. Within ninety (90) days of Nucor's receipt of notification of

EPA's or the State's selection of the corrective measure(s), Nucor shall submit

to the Project Coordinator a Corrective Measures Implementation Workplan ("CMI

Workplan"). The CMI Workplan is subject to approval by EPA or the State Project

Coordinator and shall be developed in a manner consistent with the CMI Scope of

Work incorporated herein and contained in Attachment 13.

         114. The CMI Workplan shall be designed to facilitate the design,

construction, operation, maintenance, and monitoring of corrective measures at

the facility. In accordance with Attachment 13 herein, the CMI Workplan shall

also include the following sections:


         o    Program Management
         o    Public Involvement Plan

                                      -54-
<PAGE>

         o    Design Plans and Specifications
         o    Operation and Maintenance
         o    Cost Estimate
         o    Project Schedule
         o    Construction Quality Assurance
         o    Data Collection Quality Assurance
         o    Data Management.

         115. Concurrent with the submission of a CMI Workplan, Nucor shall

submit to the Project Coordinator a CMI Health and Safety Plan in accordance

with Attachment 13.

         116. EPA or the State will review the CMI Workplan and notify Nucor in

writing of EPA's approval, approval with conditions, disapproval, or disapproval

with comments in accordance with Section XII (Agency Approvals) of this Consent

Decree.

         117. Upon EPA's or the State's approval of Nucor's CMI Workplan

pursuant to Section XII of this Consent Decree, Nucor shall implement the CMI in

accordance with the EPA- or State-approved CMI Workplan. Nucor shall furnish all

personnel, materials, and services necessary for, or incidental to, performing

the CMI at the facility. Nucor shall also submit an electronic copy of the CMI

Workplan in PDF format on a CD-ROM that incorporates all changes and/or

revisions that may be required for approval.

         118. Nucor shall submit a Corrective Measures Implementation Report to

the Project Coordinator in accordance with the EPA- or

                                      -55-
<PAGE>

State-approved CMI workplan schedule meeting the requirements of the CMI Scope

of Work (Attachment 13). EPA or the State will review the report in accordance

with Section XII (Agency Approval) of this Consent Decree. Nucor shall also

submit an electronic copy of the report in PDF format on a CD-ROM that

incorporates all changes and/or revisions that may be required for approval.

         119. Nucor shall submit a Corrective Measures Completion Report to the

Project Coordinator within one hundred twenty (120) days of the completion of

all remedial activities meeting the requirements of the CMI Scope of Work

(Attachment 13). EPA or the State will review the report in accordance with

Section XII of this Consent Decree. Nucor shall also submit an electronic copy

of the report in PDF format on a CD-ROM that incorporates all changes and/or

revisions that may be required for approval.

F.       Interim Measures ("IM")
         -----------------------

         120. In the event Nucor identifies an immediate or potential threat to

human health or the environment, Nucor shall notify the Project Coordinator

verbally within forty-eight (48) hours of discovery and notify EPA or the

relevant State in writing within ten (10) days of such discovery summarizing the

immediacy and magnitude of the potential threat(s) to human health or the

environment, or within such other time as agreed to by the EPA or


                                      -56-
<PAGE>

the relevant States. Upon written request of EPA or the State, Nucor shall

submit to EPA or the State an IM Workplan meeting the requirements of Paragraph

123 below. If EPA or the State determines that immediate action is required, the

Project Coordinator may verbally authorize Nucor to act prior to the Project

Coordinator's receipt of the IM Workplan.

         121. If EPA or the State identifies an immediate or potential threat to

human health or the environment, EPA or the State will notify Nucor in writing.

Within five (5) days of receiving written notification, Nucor shall submit to

the Project Coordinator an IM Workplan that identifies interim measures which

will mitigate the threat. If EPA or the State determines that immediate action

is required, the Project Coordinator may verbally require Nucor to act prior to

Nucor's receipt of written notification.

         122. All IM Workplans shall ensure that the interim measures are

designed to mitigate immediate or potential threat(s) to human health or the

environment, and should be consistent with the objectives of, and contribute to

the performance of, any long-term remedy which may be required at the facility.

         123. The IM Workplan shall be written to include the components

recommended in the RCRA Corrective Action Interim Measures Guidance document

(EPA/530-SW-88-029, June 1988). The

                                      -57-
<PAGE>

components shall include, when appropriate as determined by the Project

Coordinator, the IM Objectives; a Health and Safety Plan; a Public Involvement

Plan (Community Relations Plan); a Data Collection Quality Assurance Plan; a

Data Management Plan; Design Plans and Specifications; an Operation and

Maintenance Plan; a Project Schedule; an IM Construction Quality Assurance Plan;

and Reporting Requirements.

G.       Stabilization Measures
         ----------------------

         124. Within sixty (60) days of agreement between Nucor and the

designated EPA or State Project Coordinator that Stabilization Measures are

appropriate at a mini-mill, Nucor shall submit to EPA or the state Project

Coordinator a workplan detailing any corrective actions or other response

measures necessary to control current environmental and human exposures to

contaminants to within acceptable risk levels. Such measures shall be consistent

with the objectives of, and contribute to the performance of, any long-term

remedy which may be required at the facility. The workplan may include one or

more of the components specified above in Paragraph 123, when appropriate, as

determined by the EPA or state Project Coordinator.

         125. Upon EPA or State Project Coordinator approval of Nucor's

Stabilization Measures Workplan, pursuant to Section XII (Agency Approval) of

this Consent Decree, Nucor shall implement

                                      -58-
<PAGE>

the appropriate workplan in accordance with the schedules contained therein.

H.       Public Participation
         --------------------

         126. EPA or the State will provide the public with an opportunity to

review and comment on the approved Corrective Measures Study Report and a

description of the proposed corrective measure(s), including EPA's or the

State's justification for proposing such corrective measure(s) (the "Statement

of Basis").

         127. Following the public comment period, EPA or the State will select

the appropriate corrective measures for this facility.

         128. EPA or the State will notify Nucor of the final corrective measure

selected by EPA in the Final Decision and Response to Comments (RTC). The

notification will include EPA's or the State's reasons for selecting the

corrective measure.

I.       Additional Work
         ---------------

         129. EPA or the State may determine or Nucor may propose that certain

tasks, including investigatory work, engineering evaluation, or

procedure/methodology modifications, are necessary in addition to the tasks

included in any EPA- or State-approved workplan, when such additional work is

necessary to meet the

                                      -59-
<PAGE>

purposes set forth in Attachment 13, CMI. In the event EPA or the State

determines that additional work is necessary, EPA or the State will specify in

writing the basis for its determination. Nucor may request the opportunity to

meet or confer with EPA or the State to discuss the additional work within

fifteen (15) days after the receipt of such determination. If required by EPA or

the State, Nucor shall submit for EPA or State approval a workplan for the

additional work. Such workplan shall be submitted within ninety (90) days of

receipt of the determination that additional work is necessary, or according to

an alternative schedule established by EPA or the State. Upon approval of a

workplan, Nucor shall implement the appropriate workplan in accordance with the

schedule and provisions contained therein.

J.       Quality Assurance
         -----------------

         130. Nucor shall follow EPA guidance for sampling and analysis.

Workplans shall contain quality assurance/quality control and chain of custody

procedures for all sampling, monitoring, and analytical activities. Deviations

from the approved Workplans must be approved by EPA or the State prior to

implementation and must be documented, including the reasons for the deviations.

Applicable guidance include, but are not limited to, "EPA Requirements for

Quality Assurance Project Plans (EPA QA/R-5)", "EPA Guidance for Quality

Assurance Project Plans (EPA

                                      -60-
<PAGE>

QA/G-5)" and such other applicable guidance identified by EPA or the State.

         131. The name(s), addresses, and telephone numbers of the analytical

laboratories Nucor proposes to use must be specified in the applicable

Workplan(s).

         132. All Workplans required under this Consent Decree shall include

data quality objectives for each data collection activity to ensure that data of

known and appropriate quality are obtained and that data are sufficient to

support their intended use(s).

         133. Nucor shall monitor the sampling and analysis activities to ensure

that high quality data is obtained by its consultant or contract laboratories.

Nucor shall ensure that laboratories used by Nucor for analysis perform such

analysis according to the latest approved edition of "Test Methods for

Evaluating Solid Waste, (SW-846)," or other methods deemed satisfactory to EPA.

If methods other than EPA methods are to be used, Nucor shall specify all such

protocols in the applicable workplan. EPA or the State may reject any data that

does not meet the requirements of the approved workplan or EPA analytical

methods and may require re-sampling and additional analysis.

         134. Nucor shall ensure that the laboratories it uses for analyses

participate in a quality assurance/quality control

                                      -61-
<PAGE>

program equivalent to that which is followed by EPA. Field laboratories shall

follow a written QAPP approved by EPA as part of the RFI workplan required by

Paragraph 103. EPA may conduct a performance and quality assurance/quality

control audit of the laboratories chosen by Nucor before, during, or after

sample analyses. Upon request by EPA or the State, Nucor shall have its

laboratory perform analyses of samples provided by EPA or the State to

demonstrate laboratory performance. If the audit reveals deficiencies in a

laboratory's performance or quality assurance/quality control, re-sampling and

additional analysis may be required.

         135. Nucor shall validate all data prior to its submittal to the

Project Coordinator. Data shall be validated in accordance with the EPA

guidelines "USEPA Contract Laboratory Program National Functional Guidelines for

Organic Data Review" (EPA, February 1994) and "USEPA Contract Laboratory Program

National Functional Guidelines for Inorganic Data Review" (EPA, February 1994),

or alternative criteria provided in the approved workplan.

K.       Sampling and Data/Document Availability
         ---------------------------------------

         136. Nucor shall submit to EPA or the overseeing State, upon request,

the results of all sampling or tests or other data generated by its agents,

consultants, or contractors pursuant to this Consent Decree. Nucor shall submit

all laboratory data

                                      -62-
<PAGE>

(including field laboratory data) including QA/QC data in the electronic format

required for data transfer by EPA's contract laboratory program.

         137. Notwithstanding any other provisions of this Consent Decree, the

United States retains all of its information gathering and inspection

authorities and rights, including the right to bring enforcement actions,

including criminal enforcement, related thereto, under RCRA, The Comprehensive

Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss. 9601 et

seq. ("CERCLA"), and any other applicable statutes or regulations.

         138. Nucor shall notify the Project Coordinator in writing at least

thirty (30) days before engaging in field activities identified by the workplans

under this Consent Decree as requiring Project Coordinator oversight. If Nucor

believes it must commence emergency field activities without delay, Nucor may

seek emergency telephone authorization from the Project Coordinator or, if the

Project Coordinator is unavailable, his/her alternate, to commence such

activities immediately. Nucor shall provide a letter to EPA or the State within

five (5) days of this oral authorization and document the reason for the

emergency field activity and the action taken to respond to that emergency. At

the request of EPA, Nucor shall provide or allow

                                      -63-
<PAGE>

EPA or the state or their authorized representative to take split or duplicate

samples of all samples collected by Nucor pursuant to this Consent Decree.

Similarly, at the request of Nucor, EPA or the State shall allow Nucor or its

authorized representative(s) to take split or duplicate samples of all samples

collected by EPA or the State under this Consent Decree.

         139. Nucor may assert a business confidentiality claim covering all or

part of any information submitted or obtained by EPA pursuant to this Consent

Decree. Any assertion of confidentiality must be accompanied by information that

satisfies the items listed in 40 C.F.R. ss. 2.204(e)(4) or such claim shall be

deemed waived. Information determined by EPA to be confidential shall be

disclosed only to the extent permitted by 40 C.F.R. Part 2. If no such

confidentiality claim accompanies the information when it is submitted to or

obtained by EPA, the information may be made available to the public by EPA

without further notice to Nucor. Nucor agrees not to assert any confidentiality

claim with regard to any physical or analytical data.

L.       Access
         ------

         140. EPA or the State, their contractors, employees, and any EPA or

State representatives are authorized to enter and freely move about the

facilities subject to this Consent Decree for the purposes of, inter alia:

interviewing facility personnel and

                                      -64-
<PAGE>

contractors; inspecting records, operating logs, and contracts related to the

facility; reviewing the progress of Nucor in carrying out the terms of this

Consent Decree; conducting such tests, sampling, or monitoring as EPA deems

necessary; using a camera, sound recording, or other documentary type equipment;

and verifying the reports and data submitted to EPA or the State by Nucor. Nucor

agrees to provide EPA or the State and their representatives access at all

reasonable times to the facility and subject to Paragraph 141 below, to any

other property to which access is required for implementation of this Consent

Decree. Nucor shall permit such persons to inspect and copy all records, files,

photographs, documents, including all sampling and monitoring data, that pertain

to work undertaken pursuant to this Consent Decree, and that are within the

possession or under the control of Nucor or its contractors or consultants.

         141. To the extent that work being performed pursuant to this Consent

Decree must be done beyond the facility property boundary, Nucor shall use its

best efforts to obtain access agreements necessary to complete work required by

this Consent Decree from the present owner(s) of such property within thirty

(30) days of approval of any workplan for which access is required. "Best

efforts" as used in this paragraph shall include, at a minimum, a certified

letter from Nucor to the present owner(s) of such property requesting access

agreement(s)

                                      -65-
<PAGE>

to permit Nucor, EPA or the State and their authorized representatives to access

such property, and the payment of reasonable sums of money in consideration of

granting access. Any such access agreement shall provide for access by EPA or

the State and their representatives. Nucor shall ensure that the Project

Coordinator has a copy of any access agreement(s). In the event that agreements

for access are not obtained within thirty 30) days of approval of any workplan

for which access is required, Nucor shall notify EPA or the State in writing

within fourteen (14) days thereafter of both the efforts undertaken to obtain

access and the failure to obtain such agreements. EPA or the State may, at its

discretion, assist Nucor in obtaining access. In the event EPA or the State

obtains access, Nucor shall undertake EPA- or State-approved work on such

property.

         142. Nothing in this Section limits or otherwise affects EPA's or the

State's right of access and entry pursuant to applicable law, including RCRA and

CERCLA.

         143. Nothing in this Section shall be construed to limit or otherwise

affect Nucor's liability and obligation to perform corrective measures including

corrective measures beyond the facility boundary, notwithstanding the lack of

access.

M.       Record Preservation
         -------------------

         144. Nucor shall retain, during the pendency of this Consent Decree and

for a minimum of six (6) years after its termination,

                                      -66-
<PAGE>

all data, records, and documents now in its possession or control or which come

into its possession which relate in any way to this Consent Decree or to

hazardous waste management or disposal at the facilities listed in Paragraph 90.

Nucor shall notify EPA or the State in writing ninety (90) days prior to the

destruction of any such records, and shall provide EPA or the State with the

opportunity to take possession of any such records. Such written notification

shall reference the effective date, caption, and docket number of this Consent

Decree and shall be addressed to either the State Project Coordinator or to:

         Rob Parrish
         U.S. EPA Headquarters
         1200 Pennsylvania Ave., N.W
         Mail Code 2248A
         Washington DC 20460

         145. Nucor further agrees that within thirty (30) days of retaining or

employing any agent, consultant, or contractor for the purpose of carrying out

the terms of this Consent Decree, Nucor will enter into an agreement with any

such agents, consultants, or contractors whereby such agents, consultants, or

contractors will be required to provide Nucor a copy of all documents produced

pursuant to this Consent Decree.

         146. All documents pertaining to this Consent Decree shall be stored by

Nucor in a centralized location at the facility to

                                      -67-
<PAGE>

afford ease of access by EPA or the State and their representatives.

N.       Notification and Document Certification
         ---------------------------------------

         147. Unless otherwise specified, all reports, correspondence, notices,

or other submittals relating to or required under this Consent Decree shall be

in writing and shall be sent to the following Project Coordinators:

         Nucor, Norfolk, Nebraska:
         ------------------------

         Ken Herstowski, ARTD/RCAP
         U.S. EPA, Region 7
         901 N. 5th St.
         Kansas City, Kansas 66101
         Telephone (913) 551-7631
         Fax (913) 551-7947
         Email herstowski.ken@epa.gov

         Nucor, Crawfordsville, Indiana:
         ------------------------------

         Joe Boyle
         U.S. EPA, Region 5, DRE-9J
         77 West Jackson Blvd.
         Chicago, Illinois   60604-3507
         Telephone (312) 886-4434
         E-mail boyle.joseph@epa.gov

         Nucor, Jewett, Texas:
         --------------------

         Ata-Ur-Rahman, PhD, Manager
         Texas Natural Resource Conservation Commission
          P.O. Box 13087
         Austin, Texas   78711-3087
         Telephone (512) 239-2276
         Fax (512) 239-2346
         E-mail arahman@tnrcc.state.tx.us

                                      -68-
<PAGE>

         Nucor-Yamato, Armorel, Arkansas and Hickman Mill,
         -------------------------------------------------
         Blytheville, Arkansas:
         ----------------------

         Chris Hemann
         Arkansas Department of Environmental Quality
         Box 8913
         Little Rock, Arkansas
         Telephone (501) 682-0856
         Fax (501) 682-0565
         e-mail: Hemann@adeq.state.AR.US

         Nucor, Darlington, South Carolina and Nucor,
         --------------------------------------------
         Berkeley/Huger, South Carolina:
         ------------------------------

         John Litton, Director
         Division of Waste Management
         S.C. Department of Health and Environmental Control
         2600 Bull St.
         Columbia, SC 29201
         Tel: (803) 869-4172
         Fax: (803) 869-4002
         email: litton@columbia34.dhec.state.sc.us

         Nucor, Plymouth, Utah:
         ---------------------

         Janice Pearson
         Technical Enforcement Program (8ENF-T)
         USEPA Region 8
         999 18th St., Suite 500
         Denver, CO 80202-2466
         Tel: (303) 312-6354
         Fax: (303) 312-6409
         email: pearsonjanice@epa.gov


         148. EPA or a State may change its designated Project Coordinator at

any time by providing written notice to Nucor.

         149. The absence of the Project Coordinator from the facility shall not

be cause for the stoppage of work.

                                      -69-
<PAGE>

         150. Within ten (10) days of the entry of this Consent Decree, Nucor

shall notify EPA in writing of the identity of its eight (8) on-site Project

Coordinator(s) by providing the Project Coordinator's name, title, company

affiliation (if not an employee of Nucor), mailing address, telephone number,

fax number and e-mail address, if any. Nucor's Project Coordinator shall be

responsible for overseeing the implementation of this Consent Decree and for

designating a person to act in his/her absence. All communications directed to

Nucor's designated Project Coordinator shall be deemed received by Nucor. Nucor

may change its designated Project Coordinator by providing written notice to EPA

or the State as to the new Project Coordinator's name, title, company

affiliation (if not an employee of Nucor), mailing address, telephone number,

fax number and e-mail address, if any, at least five (5) days prior to making

the change.

         151. Three copies of all documents submitted pursuant to this Consent

Decree shall be hand delivered, sent by certified mail, return receipt

requested, or by overnight express mail to the Project Coordinator or to other

addressees designated.

         152. Any report or other document submitted by Nucor pursuant to this

Consent Decree which makes any representation concerning Nucor's compliance or

noncompliance with any requirement of this Consent Decree shall be certified by

a

                                      -70-
<PAGE>

responsible corporate officer of Nucor or a duly authorized representative. A

responsible corporate officer means: a president, secretary, treasurer, or

vice-president of the corporation in charge of a principal business function, or

any other person who performs similar policy or decision-making functions for

the corporation.

         153. The certification required by Paragraph 152 above shall be in the

following form:


         "I certify that this document and all attachments were prepared under

         my direction or supervision in accordance with a system designed to

         evaluate the information submitted. I certify that the information

         contained in or accompanying this submittal is true, accurate, and

         complete. As to those identified portion(s) of this submittal for which

         I cannot personally verify the accuracy, I certify that this submittal

         and all attachments were prepared in accordance with procedures

         designed to assure that qualified personnel properly gathered and

         evaluated the information submitted. Based on my inquiry of the person

         or persons who manage the system, or those directly responsible for

         gathering the information, or the immediate supervisor of such

         person(s), the information submitted is, to the best of my knowledge

         and belief, true, accurate, and complete. I am aware that there are

         significant penalties for submitting false information, including the

         possibility of fine and imprisonment for knowing violations."


                  Signature:________________________
                  Name: ____________________________
                  Title: ___________________________
                  Date: ____________________________


                                      -71-
<PAGE>

O.       Financial Responsibility
         ------------------------

         154. At the time of the RFI Workplan submittal(s), Nucor shall submit

to EPA or the State: (i) a cost estimate for implementation of the corrective

action work required under this Consent Decree, which shall include direct and

indirect capital costs, operation and maintenance costs and any other costs

attributable to the implementation of the corrective action requirements of this

Consent Decree; and (ii) documentation of financial assurance in an amount equal

to the cost estimate described above, to guarantee completion of the work

required pursuant to this Consent Decree. Such financial assurance shall be in

any one or a combination of the following, and shall be consistent with the

provisions of this Consent Decree and 40 C.F.R. Part 265, Subpart H:


         a.    A performance or surety bond;
         b.    A letter of credit;
         c.    A trust fund; or
         d.    A financial test or corporate guarantee from a parent, sibling or
               higher tier parent corporation.

         155. If at any time EPA or the State determines that Nucor has

defaulted in its responsibilities with regard to this Consent Decree, EPA or the

State may undertake to complete the tasks set forth in this Consent Decree,

utilizing the proceeds of the foregoing financial assurance, unless Nucor used

the financial test without EPA or State objection as the means of providing

financial assurance.

                                      -72-
<PAGE>

P.       Indemnification
         ---------------

         156. Nucor agrees to indemnify and save and hold harmless the United

States Government, the participating States, their agencies, departments,

agents, and employees, from any and all claims or causes of action arising from

or on account of acts or omissions of Nucor or its officers, employees, agents,

independent contractors, receivers, trustees, and assigns in carrying out

activities required by this Consent Decree. This indemnification shall not be

construed in any way as affecting or limiting the rights or obligations of Nucor

or the United States or States under their various contracts.

                       IX. EPCRA COMPLIANCE CERTIFICATION
                           ------------------------------


         157. Within one hundred twenty (120) days of the entry of this Consent

Decree, Nucor shall provide EPA with certification of compliance with all

applicable EPCRA requirements at the Hickman, Arkansas mini-mill. The

certification shall be signed by a responsible corporate officer. If Nucor has

not achieved compliance with all EPCRA requirements within one hundred twenty

(120) days of entry of the Consent Decree, Nucor shall certify to the areas of

compliance, identify all areas of non-compliance, and provide EPA with a

schedule for achieving full compliance. Once Nucor achieves full compliance,

Nucor will send EPA a supplemental certification of compliance that verifies

full

                                      -73-
<PAGE>

compliance. Within one hundred twenty (120) days of Nucor's completion of its

compliance audits pursuant to Section XI of this Consent Decree, it shall

certify compliance as required by this paragraph for the remaining facilities.


                   X. ENVIRONMENTAL MANAGEMENT SYSTEM ("EMS")
                      ---------------------------------------


         158. Nucor shall develop and implement a corporate-wide Environmental

Management Plan for the facilities identified in Paragraph 9 of this Consent

Decree in accordance with Attachments 14, 15, and 16.

                              XI. COMPLIANCE AUDITS
                                  -----------------


         159. Nucor shall establish as part of its EMS a comprehensive

Environmental Compliance Management System, which will include conducting a

comprehensive review of the compliance status, programs and practices of the

facilities identified in Paragraph 9, to address and correct any instances of

non-compliance. The ECMS program is set out in Attachment 16.

                              XII. AGENCY APPROVALS
                                   ----------------


         160. This Section sets forth the procedures to be used for EPA or State

review, comment and approval of plans or other documents as required pursuant to

this Consent Decree.

                                      -74-
<PAGE>

         161. For all plans, reports (other than progress reports), schedules,

specifications, manuals, or other documents (hereinafter collectively referenced

as "submittal(s)") submitted pursuant to this Consent Decree, EPA or the State

will either approve the submittal or disapprove the submittal and provide

comments. If EPA or the State disapproves a submittal and provides comments,

Nucor shall revise the submittal to incorporate the comments and resubmit the

revised submittal within 14 days of receipt of the comments. If the revised

submittal does not incorporate EPA or State comments, EPA or the State may, in

its sole discretion, unilaterally modify the submittal and provide Nucor with

the modified submittal, which, subject to Section XX (Dispute Resolution), will

be considered the EPA- or State-approved final submittal.

         162. Once approved, all submittals required by this Consent Decree

shall be fully incorporated into and made an enforceable part of this Consent

Decree.

         163. Upon receipt of EPA's or the State's written approval of a

submittal, Nucor shall commence work and implement any approved activities in

the submittal, where applicable, in accordance with the schedule and provisions

contained therein.

         164. Verbal advice, suggestions, or comments given by EPA or State

representatives will not constitute an official approval,

                                      -75-
<PAGE>

nor shall any oral approval or oral assurance of approval be considered binding.

         165. "Acceptable" shall mean that the quality of submittals or

completed work is sufficient to warrant EPA review in order to determine whether

the submittal or work meets the terms and conditions of this Consent Decree,

including Attachments, scopes of work, approved work plans and/or EPA's written

comments and guidance documents. Acceptability of submittals or work, however,

does not necessarily imply that they will be approveable. Approval by EPA of

submittals or work establishes that those submittals were prepared, or work was

completed, in a manner acceptable to EPA.

         166. Nucor's submittals must be both acceptable to EPA and timely in

order to be in compliance with the terms and conditions of this Consent Decree.

                    XIII. SUPPLEMENTAL ENVIRONMENTAL PROJECTS
                          -----------------------------------

         167. Nucor shall implement the following Supplemental Environmental

Projects ("SEPs") with an aggregate after-tax net present cost of at least $4

million in accordance with Attachment 17 to this Consent Decree:

                  1. Continuous Emissions Monitoring. Nucor shall spend at least

                  $2 million on the installation, calibration and operation of

                  Continuous Emission

                                      -76-
<PAGE>

                  Monitoring Systems on its EAFs to assure continuous compliance

                  with the emission limits established under this Consent Decree

                  and to allow Nucor to quickly determine the need for

                  maintenance or adjustment of the control technology systems.

                  2. Community Based SEPS. Nucor shall spend at least $2 million

                  on three (3) or more of the following SEPs in the communities

                  at or near Nucor facilities:

                           (a) Wind mill power generation;
                           (b) Scrap recycling days;
                           (c) Creation of wetland "buffer zones";
                           (d) Emergency equipment donations;
                           (e) Sanitary sewer line expansion;
                           (f) Community facility asbestos abatement projects;
                           and
                           (g) Up to $50,000 for community-based recycling
                           education projects.


         168. Nucor agrees that in any public statements regarding the funding

of these SEPS, Nucor must clearly indicate that these projects are being

undertaken as part of the settlement of an enforcement action for alleged

environmental violations. Nucor shall not be able to use or rely on the emission

reductions generated as a result of its performance of the SEPs in any federal

or state emission averaging, banking, trading, or similar emission compliance

program.

         169. Failure to implement the SEPs as required by this Section or

failure to provide EPA with a quarterly report or Project Completion Report as

required by Attachment 17 to this

                                      -77-
<PAGE>

Consent Decree shall subject Nucor to stipulated penalties as set forth in

Paragraph 177(w).

                    XIV. GENERAL RECORDKEEPING AND REPORTING
                         -----------------------------------


         170. Beginning with Nucor's first full fiscal calendar quarter after

entry of this Consent Decree, Nucor shall submit a calendar quarterly progress

report to EPA within thirty (30) days after the end of each of Nucor's fiscal

calendar quarters during the life of this Consent Decree. This report shall

contain the following:

                  a. For RCRA reporting, following the effective date of this

Consent Decree, and throughout the period during which this Consent Decree is

effective, Nucor shall provide the Project Coordinator with quarterly progress

reports. The progress reports shall include the following information:

                           (i) A description of the activities completed during

                           the reporting period pursuant to Section VIII;

                           (ii) Summaries of all findings;

                           (iii) Summaries of all EPA- or State-approved changes

                           made to the RFI or CMS during the reporting period;

                           (iv) Summaries of all contacts, during the reporting

                           period, with representatives of the

                                      -78-
<PAGE>

                           local community, public interest groups or State

                           government concerning activities at the site;

                           (v) Summaries of all problems or potential problems

                           encountered during the reporting period;

                           (vi) Actions being taken to rectify problems

                           encountered;

                           (vii) Changes in Project Coordinator, principal

                           contractor, laboratory, and/or consultant during the

                           reporting period;

                           (viii) Projected work for the next reporting period;

                           and

                           (ix) Other relevant documentation, including, but not

                           limited to copies of laboratory/monitoring data

                           received and/or generated during the reporting

                           period.

                  b. For implementation of the requirements of Sections V, VI,

VIII (Compliance Programs) above;

                           (i) a summary of the emissions data as required by

                           Sections V. F. V. G. of this Consent Decree for the

                           calendar quarter;

                           (ii) a description of any problems anticipated with

                           respect to meeting the Compliance Programs of

                           Sections V, VI, VII of this Consent Decree;

                           (iii) a description of all SEP implementation

                           activity in accordance with Section XIII this Consent

                           Decree.

                                      -79-
<PAGE>

         171. The calendar quarterly report shall be certified by the corporate

officer responsible for environmental management and compliance for Nucor

Corporation, as follows:


                           "I certify under penalty of law that this information

                  was prepared under my direction or supervision in accordance

                  with a system designed to assure that qualified personnel

                  properly gather and evaluate the information submitted. Based

                  on my directions and my inquiry of the person(s) who manage

                  the system, or the person(s) directly responsible for

                  gathering the information, the information submitted is, to

                  the best of my knowledge and belief, true, accurate, and

                  complete."

         172. Failure to report as required by this Paragraph shall subject

Nucor to stipulated penalties as set forth in Paragraph 182.

                               XV. SELF-MONITORING
                                   ---------------


         173. Within one hundred (100) days of entry of this Consent Decree,

Nucor shall develop and commence implementation of a program for monitoring and

documenting its compliance with the terms of this Consent Decree. Failure of

Nucor to develop a self-monitoring program and to conduct the required

self-monitoring in accordance with this Paragraph will subject Nucor to

stipulated penalties as provided in Paragraph 177(b).


                               XVI. CIVIL PENALTY
                                    -------------

                                      -80-
<PAGE>


         174. Within thirty (30) calendar days of entry of this Consent Decree,

Nucor shall pay to the United States a civil penalty of $9 million dollars

($9,000,000) as follows: Nucor shall pay to the United States a civil penalty in

the amount of $7,500,000. Of this total amount paid to the United States, $2

million shall be in settlement of the United States claims related to

allegations of CAA violations at Nucor's facility in Fort Payne, Alabama. Nucor

shall pay the balance of the civil penalty amount to the Plaintiff-Intervenors

as follows: Nucor shall pay $500,000 to Plaintiff-Intervenor, the State of

Arkansas, which amount shall include payment of $154,075 in settlement for RCRA

claims under a Consent Administrative Order, "In the Matter of: Nucor Steel,

P.O. Box 30, Armorel, Arkansas 7230, EPA ID No. ARD98327843" Provided that the

Order is finalized prior to the deadline for payment of civil penalties under

this Section. Nucor shall pay $500,000 to Plaintiff-Intervenor, the State of

Nebraska, and $500,000 to Plaintiff-Intervenor, the State of Utah.

                  a. The monies owed to the United States shall be paid by

Electronic Funds Transfer ("EFT") to the United States Department of Justice, in

accordance with current EFT procedures, referencing the USAO File Number and DOJ

Case Number 90-5-2-1-06407/1, and the civil action case name and case number of

the District of South Carolina. The costs of such EFT shall

                                      -81-
<PAGE>

be Nucor's responsibility. Payment shall be made in accordance with instructions

provided to Nucor by the Financial Litigation Unit of the U.S. Attorney's Office

in the District of South Carolina. Any funds received after 11:00 a.m. (EST)

shall be credited on the next business day. Nucor shall provide notice of

payment, referencing the USAO File Number and DOJ Case Number 90-5-2-1-06407/1,

and the civil action case name and case number, to the Department of Justice and

to EPA, as provided in Paragraph 212 (Notice).

                  b. The monies owed to Plaintiff-Intervenor, the State of

Arkansas shall be made payable to the Arkansas Department of Environmental

Quality, via overnight mail delivery, to William Eckert, Chief, Legal Division,

P.O. Box 8913, Little Rock, Arkansas 72219.

                  c. The monies owed to Plaintiff-Intervenor, the State of

Nebraska, shall be paid in the form of two (2) checks payable in equal amounts

to the District Court of Madison County and the District Court of Stanton

County, Nebraska, and mailed to William L.Howland, Assistant Attorney General,

2115 State Capitol Building, Lincoln, NE. 68509.

                  d. The monies owed to the Plaintiff-Intervenor, the State of

Utah, shall be paid to the Utah Department of Environmental Quality/Hazardous

Substances Mitigation Fund, in

                                      -82-
<PAGE>

care of Dianne R. Nielson, Executive Director, Utah Department of Environmental

Quality, 168 North 1950 West, Salt Lake City, Utah 84114-4850.

         175. Upon entry of this Decree, this Decree shall constitute an

enforceable judgment for purposes of post-judgment collection in accordance with

Rule 69 of the Federal Rules of Civil Procedure, the Federal Debt Collection

Procedure Act, 28 U.S.C. 3001-3308, and other applicable federal authority. The

United States shall be deemed a judgment creditor for purposes of collection of

any unpaid amounts of the civil and stipulated penalties and interest.

         176. No amount of the civil penalty to be paid by Nucor shall be used

to reduce its federal or state tax obligations.

                           XVII. STIPULATED PENALTIES
                                 --------------------

         177. Nucor shall pay stipulated penalties to the United States for each

failure by Nucor to comply with the terms of this Consent Decree, provided,

however, that the United States may elect to bring an action for contempt in

lieu of seeking stipulated penalties for violations of this Consent Decree. The

stipulated penalties will be calculated in the following amounts:

                  a. Section XVI - Requirement to pay a Civil Penalty and to

Escrow Stipulated Penalties.

                                      -83-
<PAGE>

                           (i) For failure to pay the civil penalty as specified
                           in Part XIII of this Consent Decree, Nucor shall pay
                           an additional $30,000 for each day that the payment
                           is delayed plus interest on the amount overdue at the
                           rate specified in 31 U.S.C. ss. 3717.

                           (ii) for failure to escrow stipulated penalties as
                           required by Paragraph 183, $4,000 per day.


                  b. Section XV - Requirement to Develop a Self-Monitoring
Program. For failure to develop an self-monitoring program as required by
Section XIII, per day:


                           lst through 30th day after deadline - $800

                           31st through 60th day after deadline - $1600

                           Beyond 60th day - $3000

                  c. Section V. A. - Requirements related to the P2 study. For
failure to meet the deadlines set forth in Attachment 1 of this consent decree,
per unit, per day:


                           1st through 30th day after deadline - $1,500

                           31st through 60th day after deadline - $3,200

                           Beyond 60th day - $6,800 per day;

                                      -84-
<PAGE>

                  d. Section V. B. - EAF SNCR pilot study and EAF installation
at Norfolk, Nebraska facility:


                           (i) For failure to meet the Norfolk, Nebraska EAF
                           SNCR pilot study deadlines as set forth in Attachment
                           2 to this consent decree:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                           (ii) For failure to install the SNCR system at
                           Norfolk, Nebraska on or before the deadline set forth
                           in Attachment 2 to this consent decree:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                  e. Section V. C. - Lance Burner Pilot for the Plymouth, Utah
facility. For failure to meet the deadlines set forth in Attachment 3 of this
consent decree:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                                      -85-
<PAGE>

                  f. Section V. D. - Reheat Furnace Control Technology Pilot
Projects:


                           (i) RNB/EGR Pilot at the Norfolk, Nebraska facility.
                           For failure to meet the deadlines set forth in
                           Attachment 4 of this consent decree:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                  g. Section V. E. - Reheat Furnace Pilot Project of SCR
Catalytic Reduction (SCR) Technology;


                           (i) SCR Pilot. For failure to meet the deadlines set
                           forth in Attachment 5 of this Consent Decree or
                           failure to conduct a comparative analysis or failure
                           to install controls:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                  h. Section V. F. - Establishing Emission Limits for Pilot
Units:

                                      -86-
<PAGE>


                           (i) For failure to conduct initial emission
                           monitoring of pilot units, to report emission
                           monitoring results within thirty (30) days of
                           completion of emission monitoring, or to propose
                           emission limits in accordance with Attachment 6:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                           (ii) For failure to meet any emission limit for pilot
                           facilities to be established pursuant to Section V.
                           F. of this Consent Decree per violation:


                                    $1,200 for every excursion over the
                                    established mission limit but less than 5%
                                    over the limit;

                                    $3,000 for every excursion over 5% but less
                                    than 10% of the established emission limit;

                                    $10,000 for every excursion over 10% but
                                    less than 20% of the established emission
                                    limit;

                                      -87-
<PAGE>

                                    1.2 times the value established in the
                                    applicable section of the EPA Stationary
                                    Source Civil Penalty Policy for every
                                    excursion more than 20% over the established
                                    emission limit.

                  i. Section V. G. - Emission Limits for Non-Pilot Units:


                           (i) For failure to conduct initial emission
                           monitoring of non-pilot units, to report emission
                           monitoring results within thirty (30) days of
                           completion of emission monitoring, or to propose
                           emission limits in accordance with Attachment 6:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                           (ii) For failure to meet any emission limit for
                           non-pilot facilities to be established pursuant to
                           Section V. G. of this Consent Decree per violation:

                                      -88-
<PAGE>


                                    $1,200 for every excursion over the
                                    established emission limit but less than 5%
                                    over the limit;

                                    $3,000 for every excursion over 5% but less
                                    than 10% of the established emission limit;

                                    $10,000 for every excursion over 10% but
                                    less than 20% of the established emission
                                    limit;

                                    1.2 times the value established on the
                                    applicable section of the EPA Stationary
                                    Source Civil Penalty Policy for every
                                    excursion more than 20% over the established
                                    emission limit.

                  j. Section V. H. - Construction and Operating Permit:


                           (i) For failure to meet the deadlines regarding
                           construction and operating permits at pilot and
                           non-pilot facilities as set forth in Section V.H. of
                           this Consent Decree per day, per unit:


                           1st through 30th day after deadline - $10,000

                                      -89-
<PAGE>

                           31st through 60th day after deadline - $15,000

                           Beyond 60th day - $20,000 per day.

                  k. Section V. I. - Demonstration of Compliance:


                           (i) For failure to meet any deadlines in the CEMS
                           pilot, Attachment 7 to this Consent Decree per
                           deadline:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day.

                  l. Section V. J. - Phase-in Schedule for Non-Pilot
Installations:


                           (i) For failure to propose a phase-in schedule or to
                           install controls as required in accordance with the
                           proposed schedule.


                           1st through 30th day after deadline - $3,000
                           31st through 60th day after deadline - $4,500
                           Beyond 60th day - $6,000 per day;

                                      -90-
<PAGE>

                  m. Section V. K. - Steel Fabrication Facilities:


                           (i) For failure to submit a proposal for EPA approval
                           to control VOC emissions from all coating lines
                           through a combination of pollution prevention,
                           low-VOC based coatings and other add-on control
                           systems, per facility, per day:


                           1st through 30th day after deadline - $3,000
                           31st through 60th day after deadline - $4,500
                           Beyond 60th day - $6,000 per day;

                           (ii) For failure, to submit PSD permit applications
                           to the appropriate permitting authorities by the
                           deadlines specified for the fabrication facilities,
                           to permit the coating operations as "major stationary
                           source(s)" pursuant to 40 C.F.R.ss.52.21
                           (b)(1)(i)(b):


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                                      -91-
<PAGE>

                  n. Section V.L. - New Source Performance Standards.


                           (i) For failure to establish operating baselines, per
                           facility, per day:


                           1st through 30th day after deadline - $1,500
                           31st through 60th day after deadline - $3,200
                           Beyond 60th day - $6,800 per day;

                  o. Section VI. A. - First Flush Sampling.


                           (i) For failure to submit the sampling plan within
                           forty-five (45) days of the entry of this Consent
                           Decree, per day, per facility:


                           1st through 30th day after deadline - $2,000
                           31st through 60th day after deadline - $5,000
                           Beyond 60th day - $10,000 per day;

                           (ii) For failure to collect a first flush sample or
                           failure to collect a first flush sample in compliance
                           with the time frames set forth in Section VI. A. of
                           this Consent Decree, for each missed or late sample
                           $5,000;


                                      -92-
<PAGE>

                           (iii) For failure to submit a complete sampling
                           report pursuant to Section VI. A. of this Consent
                           decree, Nucor shall pay a stipulated penalty of
                           $2,000 per report;


                  p. Section VI. B. - Best Management Practices/Storm Water
Pollution Prevention Plans.


                           (i) For failure to develop BMP and SWPP plans at the
                           facilities listed in Paragraph 9 of this Consent
                           Decree within the deadlines, per day, per facility:


                           1st through 30th day after deadline - $2,000
                           31st through 60th day after deadline - $5,000
                           Beyond 60th day - $10,000 per day;

                           (ii) For failure to revise existing BMP and SWPP
                           plans at the facilities listed in paragraph 8 of this
                           Consent Decree, per day, per facility:


                           1st through 30th day after deadline - $2,000
                           31st through 60th day after deadline - $5,000
                           Beyond 60th day - $10,000 per day;

                                      -93-
<PAGE>

                           (iii) For failure to seek the permit modifications
                           related to BMP/SWPP plans within the deadlines, per
                           day, per facility:


                           1st through 30th day after deadline - $2,000
                           31st through 60th day after deadline - $5,000
                           Beyond 60th day - $10,000 per day;

                           (iv) For failure to modify the SWPP plan for the
                           Hickman, Arkansas facility, per day:


                           1st through 30th day after deadline - $2,000
                           31st through 60th day after deadline - $5,000
                           Beyond 60th day - $10,000 per day;

                  q. Section VI. C. - Randomizing NPDES Sampling. For failure to
meet the deadlines set forth in Paragraph 68 above for initiation of randomized
NPDES sampling Nucor shall pay a $5,000 stipulated penalty and Nucor shall pay a
$10,000 stipulated penalty for each DMR monitoring period during which all NPDES
sampling events are not chosen at random;


                  r. Section VI. D. - Biocide Monitoring. Nucor shall pay a
stipulated penalty per facility of $5,000 for any month in

                                      -94-
<PAGE>

which the required biocide or WET sampling are not successfully completed;


                  s. NPDES Excursions.


                           (i) For failure to meet any discharge limitation in
                           any NPDES permit (including any interim limits) per
                           violation:


                           $5,000 for every excursion over the permit limit but
                           less than 20% over the limit;


                           $7,500 for every excursion over 20% but less than 50%
                           over the limit;


                           $15,000 for every excursion over 50% but less than
                           100% over the limit;


                           $ 20,000 for every excursion over 100% over the
                           limit.


                           (ii) $10,000 for every monitoring violation.


                           (iii) $5,000 for every reporting violation.


                  t. Section VII. A. RCRA Compliance Injunctive Relief Related
to Waste Management

                                      -95-
<PAGE>

                           (i) for failure to meet the deadline for submitting a
                           certification of compliance or failure to comply with
                           all applicable RCRA generator requirements under
                           Paragraphs 76:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (ii) for failure to comply with the deadlines set
                           forth in paragraph 77 in regard to a demonstration
                           that waste thinner, and paint waste accumulations,
                           including containers, are not hazardous wastes under
                           RCRA or to certify compliance with 40 C.F.R. ss.
                           262.34 and applicable Part 265 provisions at the
                           Vulcraft facility in Brigham City, Utah:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (iii) For failure to submit to EPA and the UDEQ, for
                           review and approval, a personnel training program for
                           the Vulcraft facility in Brigham City,

                                      -96-
<PAGE>

                           Utah, that fully complies with the requirements of 40
                           C.F.R. ss. 265.16 within forty-five (45) days of the
                           lodging of this Consent Decree, and for failure to
                           incorporate any EPA and UDEQ comments to the program
                           within forty-five (45) days of receiving such
                           comments:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (iv) for failure to submit to EPA and UDEQ a revised
                           contingency plan for the Nucor facility in Plymouth,
                           Utah, which reflects current facility conditions and
                           complies with the requirements of 40 C.F.R. Part 265,
                           Subpart D within thirty (30) days of the entry of
                           this Consent Decree:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (v) For failure to submit documentation to EPA and
                           UDEQ that all containers of hazardous waste at

                                      -97-
<PAGE>

                           the Nucor facility in Plymouth, Utah, are properly
                           labeled, closed and managed in accordance with 40
                           C.F.R. ss. 262.34 by January 31, 2001:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (vi) For failure to submit to EPA certification,
                           signed by a responsible official, stating that it is
                           not storing and/or disposing of hazardous waste
                           currently generated except in RCRA-permitted or
                           RCRA-exempt units by March 31, 2001:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (vii) For failure to submit to EPA a certification,
                           signed by a responsible official, stating that it is
                           in compliance with the applicable land disposal
                           restriction regulations (40 C.F.R. Part 268) at each
                           of its steel mills and Vulcraft facilities with
                           respect to hazardous

                                      -98-
<PAGE>

                           waste generated after entry of this Consent Decree by
                           March 31, 2001:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (viii) For failure to comply in the State of Arkansas
                           with 40 C.F.R. Part 265, Subpart J with respect to
                           management of KO61 dust in silos, or at the remaining
                           facility to comply with the deadlines for two
                           alternatives regarding prevention of K061 releases
                           from silos set forth in paragraph 83:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (ix) For failure to meet the deadlines for developing
                           a BMP Plan for its management of K061 dust at each of
                           its steel mills pursuant to the requirements set
                           forth in paragraph 84 and 85:

                                      -99-
<PAGE>

                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (x) For failure to submit a plan to EPA for an
                           enclosed K061 dust transfer operation at each of its
                           steel mills to prevent, to the maximum extent
                           practicable, releases of K061 dust pursuant to
                           Paragraph 84:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                  u. Section VII. B - Closure:


                           (i) for failure to submit to NDEQ and EPA the closure
                           plan, as described in Paragraph 87 above within one
                           hundred eighty (180) days of the entry of this
                           Consent Decree:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                                     -100-
<PAGE>

                           (ii) For failure to submit to NDEQ and EPA within
                           sixty (60) days of completion of final closure at the
                           Norfolk, Nebraska facility a certification that the
                           hazardous waste management units described in
                           paragraph 88 have been closed in accordance with the
                           specifications in the approved closure plans:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                           (iii) For failure to submit to the NDEQ documentation
                           of financial assurance for the closure cost
                           estimates, pursuant to 40 C.F.R. Part 264, Subpart F,
                           for closure of the areas of the soils around former
                           Baghouses A and C and the current NN3 Baghouse within
                           one hundred eighty (180) days from the entry of this
                           Consent Decree:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000 per day;

                                     -101-
<PAGE>

                  v. Section VIII -- RCRA Corrective Action --


                           (i) Unless there has been a written notice from the
                           Project Coordinator changing a compliance date, a
                           written modification from the Project Coordinator of
                           an approved workplan condition, or excusable delay as
                           defined in Section XIX, Force Majeure, if Nucor fails
                           to comply with the terms and conditions set forth in
                           this Consent Decree in the time or manner specified
                           herein, Nucor shall pay stipulated penalties as set
                           forth below. Compliance by Nucor shall include
                           completion of an activity under this Consent Decree
                           or a plan approved under this Consent Decree or
                           completion of any other requirement of this Consent
                           Decree in an acceptable manner and within the
                           specified time schedules in and approved under this
                           Consent Decree.


                           (ii) For failure to submit any RFI Workplan, if
                           required by Paragraphs 97 through 100, or any RFI
                           Workplan required by Paragraph 103, any RFI Report
                           required by Paragraphs 105 and 106, any CMS Report
                           required by Paragraph 110, or the CMI Workplan
                           required by Paragraph 113, Nucor shall

                                     -102-
<PAGE>

                           pay $2000 per day for the first seven days of such
                           violation, $5000 per day for the eighth through
                           twenty-first days of such violation, and $8000 per
                           day for the twenty-second day and each day of such
                           violation, thereafter.


                           (iii) For failure to complete any work required by
                           Paragraphs 117 (Corrective Measures Implementation),
                           120 (Interim Measures) or 129 (Additional Work),
                           Nucor shall pay: $1,500 per day for the first seven
                           days of such violation, $3,000 per day for the eighth
                           through twenty-first days of such violation, and
                           $5000 per day for the twenty-second day and each day
                           of such violation, thereafter.


                  w. Section XIII - SEPs


                           (i) For failure to meet all deadlines for
                           implementation of SEPs as set forth in Attachment 17:


                           1st through 30th day after deadline - $5,000
                           31st through 60th day after deadline - $10,000
                           Beyond 60th day - $20,000

                                     -103-
<PAGE>

         178. Penalties shall begin to accrue on the day after complete
performance is due or the day a violation occurs, and shall continue to accrue
through the date of completion of performance or the date of correction of the
violation. Nothing herein shall prevent the simultaneous accrual of separate
stipulated penalties for separate violations of this Consent Decree. Penalties
shall accrue regardless of whether EPA or the State has notified Nucor of a
violation.

         179. All penalties owed to the United States under this Section shall
be due and payable within thirty (30) days of Nucor's receipt from EPA or the
State of a written demand for payment of the penalties, unless Nucor invokes the
dispute resolution procedures under Section XX, Dispute Resolution. Such a
written demand will describe the violation and will indicate the amount of
penalties due.

         180. Interest shall begin to accrue on any unpaid stipulated penalty
balance beginning on the thirty-first day after Nucor's receipt of EPA's or the
State's demand letter. Interest shall accrue at the Current Value of Funds Rate
established by the Secretary of the Treasury. Pursuant to 31 U.S.C. Section
3717, an additional penalty of 6% per annum on any unpaid principal

                                     -104-
<PAGE>

shall be assessed for any stipulated penalty payment which is overdue for ninety
(90) or more days.

         181. Unless there has been a written notice from the Project
Coordinator changing a compliance date, a written modification from the Project
Coordinator of an approved workplan condition, or excusable delay as defined in
Section XIX, Force Majeure and Excusable Delay, if Nucor fails to comply with
the terms and conditions set forth in this Consent Decree in the time or manner
specified herein, Nucor shall pay stipulated penalties as set forth below.
Compliance by Nucor shall include completion of an activity under this Consent
Decree or a plan approved under this Consent Decree or completion of any other
requirement of this Consent Decree in an acceptable manner and within the
specified time schedules in and approved under this Consent Decree.

         182. For failure to submit written quarterly progress reports in
accordance with the requirements of Paragraph 170, Nucor shall pay: $750 per day
for the first seven (7) days of such violation, $1000 per day for the eighth
through twenty-first days of such violation, and $2000 per day for the
twenty-second day and each day of such violation, thereafter;


                  a. Penalties shall begin to accrue on the day after complete
performance is due or the day a violation occurs, and shall continue to accrue
through the date of completion of

                                     -105-
<PAGE>

performance or the date of correction of the violation. Nothing herein shall
prevent the simultaneous accrual of separate stipulated penalties for separate
violations of this Consent Decree. Penalties shall accrue regardless of whether
EPA or the State has notified Nucor of a violation.


         183. Should Nucor dispute its obligation to pay part or all of a
stipulated penalty, it may avoid the imposition of the stipulated penalty for
failure to pay a penalty due to the United States, by placing the disputed
amount demanded by the United States, not to exceed $50,500 for any given event
or related series of events at any one facility, in a commercial escrow account
pending resolution of the matter and by invoking the Dispute Resolution
provisions of Section XX within the time provided in this Paragraph for payment
of stipulated penalties. If the dispute is thereafter resolved in Defendant's
favor, the escrowed amount plus accrued interest shall be returned to the
Defendant, otherwise the United States shall be entitled to the escrowed amount
that was determined to be due by the Court plus the interest that has accrued on
such amount, with the balance, if any, returned to the Defendant.

         184. The United States reserves the right to pursue any other remedies
to which it is entitled, including, but not limited to, additional injunctive
relief for Defendant's

                                     -106-
<PAGE>

violations of this Consent Decree. Nothing in this Consent Decree shall prevent
the United States from pursuing a contempt action against Nucor and requesting
that the Court order specific performance of the terms of the Decree.

         185. The United States will not seek stipulated penalties and civil
penalties for the same violation of the Consent Decree.

                              XVIII. RIGHT OF ENTRY
                                     --------------


         186. Any authorized representative of EPA or an appropriate state
agency, including independent contractors, upon presentation of credentials,
shall have a right of entry upon the premises of Nucor's facilities identified
herein at any reasonable time for the purpose of monitoring compliance with the
provisions of this Consent Decree, including inspecting plant equipment and
inspecting and copying all records maintained by Nucor as required by the
Consent Decree. Reasonable time periods for monitoring and inspection shall be
considered in light of existing operational and equipment status, including
scheduled production shutdowns. The United States, states and their authorized
representatives shall make every effort to comply with facility safety
directives and to cooperate with Nucor in establishing reasonable requests for
copying and other use of Nucor's facilities and personnel. Nothing in this
Consent Decree shall limit the authority of EPA to conduct tests and inspections

                                     -107-
<PAGE>

under Section 114 of the CAA, 42 U.S.C. ss. 7414 or any other applicable
statutory or regulatory provision.


                               XIX. FORCE MAJEURE
                                    -------------


         187. If any event occurs which causes or may cause a delay or
impediment to performance in complying with any provision of this Consent
Decree, Nucor shall notify the United States in writing as soon as practicable,
but in any event within ten (10) business days of when Nucor first knew of the
event or should have known of the event by the exercise of due diligence. In
this notice Nucor shall specifically reference this Paragraph of this Consent
Decree and describe the anticipated length of time the delay may persist, the
cause or causes of the delay, and the measures taken or to be taken by Nucor to
prevent or minimize the delay and the schedule by which those measures will be
implemented. Nucor shall adopt all necessary measures to avoid or minimize such
delays.

         188. Failure by Nucor to comply with the notice requirements of
Paragraph 187 as specified above shall render this Section voidable by the
United States as to the specific event for which the Nucor has failed to comply
with such notice requirement, and, if voided, is of no effect as to the
particular event involved.

                                     -108-
<PAGE>

         189. The United States shall notify the Nucor in writing regarding
Nucor's claim of a delay or impediment to performance within thirty (30) days of
receipt of the Force Majeure notice provided under Paragraph 187. If the United
States agrees that the delay or impediment to performance has been or will be
caused by circumstances beyond the control of Nucor, including any entity
controlled by Nucor, and that Nucor could not have prevented the delay by the
exercise of due diligence, Nucor and the United States shall stipulate to an
extension of the required deadline(s) for all requirement(s) affected by the
delay by a period equivalent to the delay actually caused by such circumstances.
Such stipulation may, at the option of the United States and Nucor, be filed as
a modification to this Consent Decree pursuant to the modification procedures
established in this Consent Decree. Nucor shall not be liable for stipulated
penalties for the period of any such delay.

         190. If the United States does not accept Nucor's claim of a delay or
impediment to performance, Nucor must submit the matter to this Court for
resolution to avoid payment of stipulated penalties, by filing a petition for
determination with this Court. Once Nucor has submitted this matter to this
Court, the United States shall have twenty (20) business days to file its
response to said petition. If Nucor submits the matter to this Court for
resolution and the Court determines that the delay or

                                     -109-
<PAGE>

impediment to performance has been or will be caused by circumstances beyond the
control of Nucor, including any entity controlled by Nucor, and that Nucor could
not have prevented the delay by the exercise of due diligence, Nucor shall be
excused as to that event(s) and delay (including stipulated penalties), for a
period of time equivalent to the delay caused by such circumstances.

         191. Nucor shall bear the burden of proving that any delay of any
requirement(s) of this Consent Decree was caused by or will be caused by
circumstances beyond its control, including any entity controlled by it, and
that Nucor could not have prevented the delay by the exercise of due diligence.
Nucor shall also bear the burden of proving the duration and extent of any
delay(s) attributable to such circumstances. An extension of one compliance date
based on a particular event may, but does not necessarily, result in an
extension of a subsequent compliance date or dates.

         192. Unanticipated or increased costs or expenses associated with the
performance of Nucor's obligations under this Consent Decree shall not
constitute circumstances beyond the control of Nucor, or serve as a basis for an
extension of time under this Section. However, failure of a permitting authority
to issue a necessary permit in a timely fashion is an event of Force Majeure

                                     -110-
<PAGE>

where the failure of the permitting authority to act is beyond the control of
Nucor and Nucor has taken all steps available to it to obtain the necessary
permit including but not limited to:

                  a. submitting a complete permit application;

                  b. responding to requests for additional information by the
permitting authority in a timely fashion;

                  c. accepting lawful permit terms and conditions; and

                  d. prosecuting appeals of any unlawful terms and conditions
imposed by the permitting authority in an expeditious fashion.

         193. Notwithstanding any other provision of this Consent Decree, this
Court shall not draw any inferences nor establish any presumptions adverse to
either party as a result of Nucor delivering a notice of Force Majeure or
Nucor's or the United States' inability to reach agreement.

         194. As part of the resolution of any matter submitted to this Court
under this Section, Nucor and the United States by agreement, or this Court, by
order, may in appropriate circumstances extend or modify the schedule for
completion of work under this Consent Decree to account for the delay in the
work that occurred as a result of any delay or impediment to performance agreed
to by the United States or approved by this

                                     -111-
<PAGE>

Court. Nucor shall be liable for stipulated penalties for its failure thereafter
to complete the work in accordance with the extended or modified schedule.

         195. In the event that during the life of this Consent Decree, Nucor
would not otherwise be required to perform any of the obligations herein due to
changes in applicable Federal law or EPA regulations, Nucor may petition the
Court for relief from any such requirements, in accordance with Rule 60 of the
Federal Rules of Civil Procedures ("F.R.Civ.P"). However, this provision is not
applicable to the requirements to complete the supplemental environmental
projects referred to in Section XII of this Consent Decree or conduct the P2,
EGR/RNB, SCR and SNCR pilot demonstration projects pursuant to this Consent
Decree.

                             XX. DISPUTE RESOLUTION
                                 ------------------


         196. The dispute resolution procedure provided by this Section shall be
available to resolve all disputes arising under this Consent Decree, except as
otherwise provided in Section XIX regarding Force Majeure, provided that the
party making such application has made a good faith attempt to resolve the
matter with the other party.

         197. The dispute resolution procedure required herein shall be invoked
upon the giving of written notice by one of the

                                     -112-
<PAGE>

parties to this Consent Decree to another advising of a dispute pursuant to this
Section. The notice shall describe the nature of the dispute, and shall state
the noticing party's position with regard to such dispute. The party receiving
such a notice shall acknowledge receipt of the notice and the parties shall
expeditiously schedule a meeting to discuss the dispute informally not later
than fourteen (14) days from the receipt of such notice.

         198. Disputes submitted to dispute resolution shall, in the first
instance, be the subject of informal negotiations between the parties. Such
informal negotiation process is to be defined by the parties and may include a
decision by a panel of chosen experts and/or representatives, facilitation or
mediation. Such period of informal negotiations shall not extend beyond sixty
(60) calendar days from the date of the first meeting between representatives of
the United States and the Defendant, unless the parties' representatives agree
to shorten or extend this period.

         199. In the event that the United States (or "the State" if it is
acting as the Project Coordinator) and Nucor are unable to reach agreement
during such informal negotiation period, the United States shall provide the
Defendant with a written summary of its position regarding the dispute. The
position advanced by

                                     -113-
<PAGE>

the United States (or the State) shall be considered binding unless, within
forty-five (45) calendar days of the Defendant's receipt of the written summary
of the United States' (or the State's) position, the Defendant files with this
Court a petition which describes the nature of the dispute. The United States
(or the State) shall respond to the petition within forty-five (45) calendar
days of filing.

         200. Where the nature of the dispute is such that a more timely
resolution of the issue is required, the time periods set out in this Section
may be shortened upon motion of one of the parties to the dispute.

         201. Notwithstanding any other provision of this Consent Decree, in
dispute resolution, this Court shall not draw any inferences nor establish any
presumptions adverse to either party as a result of invocation of this Section
or the parties' inability to reach agreement. In resolving the dispute between
the parties, the position of the United States shall be upheld unless Nucor
demonstrates that it is not based on substantial evidence appearing in the
Record of Decision on the matter.

         202. As part of the resolution of any dispute submitted to dispute
resolution, the parties, by agreement, or this Court, by order, may, in
appropriate circumstances, extend or modify the schedule for completion of work
under this Consent Decree to

                                     -114-
<PAGE>

account for the delay in the work that occurred as a result of dispute
resolution. Defendant shall be liable for stipulated penalties for its failure
thereafter to complete the work in accordance with the extended or modified
schedule.

                            XXI. EFFECT OF SETTLEMENT
                                 --------------------


         203. This Consent Decree constitutes full settlement of and, upon
Nucor's performance of the requirements herein, shall resolve all civil
liability of the Defendant to the United States for the CAA, RCRA, EPCRA, and
CWA violations alleged in the United States' Complaint. This Consent Decree
constitutes a compliance schedule with respect to the violations alleged in the
United States' complaint under the above-referenced laws.

         204. The EAF and reheat furnaces identified in Paragraph 9 of this
Consent Decree are on a Schedule for Compliance with applicable PSD requirements
of the CAA for the life of this Consent Decree.

         205. This Consent Decree is not a permit; compliance with its terms
does not guarantee compliance with any applicable federal, state or local laws
or regulations. Nothing in this Consent Decree shall be construed to be a ruling
on, or determination of, any issue related to any federal, state or local
permit.

                                     -115-
<PAGE>

                            XXII. GENERAL PROVISIONS
                                  ------------------


         206. Other Laws. Except as specifically provided by this Consent
Decree, nothing in this Consent Decree shall relieve Defendant of its obligation
to comply with all applicable federal, state and local laws and regulations.
Subject to Paragraph 185, 203 and 204, nothing contained in this Consent Decree
shall be construed to prevent, alter or limit the United States' rights to seek
or obtain other remedies or sanctions available under other federal, state or
local statutes or regulations, by virtue of Defendant's violation of this
Consent Decree or of the statutes and regulations upon which this Consent Decree
is based, or for Defendant's violations of any applicable provision of law,
other than the specific matters resolved herein. This shall include the United
States' right to invoke the authority of the Court to order Nucor's compliance
with this Consent Decree in a subsequent contempt action.

         207. For compliance certifications required by this Consent Decree,
Nucor's certification shall be in the manner pursuant to this Consent Decree.

         208. Effect of EPA Guidance. For purposes of this Consent Decree,
references to specific guidance documents or guidance generally are not intended
to change the applicability, legal force or effect of such guidance.

                                     -116-
<PAGE>

         209. Costs. Each party to this action shall bear its own costs and
attorneys' fees.

         210. Public Documents. All information and documents submitted by the
Defendant to the United States pursuant to this Consent Decree shall be subject
to public inspection, unless subject to legal privileges or protection or
identified and supported as business confidential by the Defendant in accordance
with 40 C.F.R. Part 2.

         211. Public Comments. The parties agree and acknowledge that final
approval by the United States and entry of this Consent Decree is subject to the
requirements of 28 C.F.R.ss.50.7, which provides for notice of the entry of this
Consent Decree in the Federal Register, an opportunity for public comment, and
consideration of any comments.

         212. Notice. Unless otherwise provided herein, notifications to or
communications with the United States or the Defendant shall be deemed submitted
on the date they are postmarked and sent either by overnight receipt mail
service or by certified or registered mail, return receipt requested. Except as
otherwise provided herein, when written notification to or communication with
the United States, EPA, or the Defendant is required by the terms of this
Consent Decree, it shall be addressed as follows:

                                     -117-
<PAGE>

As to the United States:

Chief
Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice
P.O. Box 7611, Ben Franklin Station
Washington, DC 20044-7611

United States Attorney
District of South Carolina
1st Union Bldg.
1441 Main Street
Suite 500
Columbia, S.C.  29201

As to EPA, with copies to the appropriate Regional Office:

Director, Multimedia Enforcement Director
U.S. Environmental Protection Agency
Office of Regulatory Enforcement
Ariel Rios Building
1200 Pennsylvania Avenue, N.W.
Washington, D.C. 20460

As to Nucor Corporation:

General Manager -- Environmental Affairs
Nucor Corporation
2100 Rexford Rd.
Charlotte, NC 28211


As to the State of Arkansas:

Richard A. Weiss
Interim Director
Arkansas Department of Environmental Quality
P.O. Box 8913
Little Rock, Arkansas  72219-8913

                                     -118-
<PAGE>

As to the State of Nebraska:

Mike Linder
Director, Nebraska Department of Environmental Quality
Suite 400
The Atrium
1200 N Street
P.O. Box 98922
Lincoln, Nebraska  68509-8922

As to Utah:

Fred G. Nelson
Assistant Attorney General
State of Utah
160 East 300 South, 5th Floor
Salt Lake City, Utah  84114-0873

Dianne R. Nielson
Executive Director
Utah Department of Environmental Quality
168 North 1690 West
Salt Lake City, Utah  84114-4850

As to the South Carolina Department of Health and Environmental Control:

Alexander G. Shissias
Staff Counsel
South Carolina Department of Health and
Environmental Control
2600 Bull Street
Columbia, South Carolina  29201-1708



         213. All EPA approvals or comments required under this Decree shall
come from:

                                     -119-
<PAGE>

         Mark Pollins
         Associate Director
         Multimedia Enforcement Division
         U.S. Environmental Protection Agency
         Office of Regulatory Enforcement
         Ariel Rios Building
         1200 Pennsylvania Avenue, N.W.
         Washington, D.C.  20460


         214. Any party may change either the notice recipient or the address
for providing notices to it by serving all other parties with a notice setting
forth such new notice recipient or address.

         215. The information required to be maintained or submitted pursuant to
this Consent Decree is not subject to the Paperwork Reduction Act of 1980, 44
U.S.C.ss.ss.3501 et seq.

         216. The undersigned representative of each Party to this Consent
Decree certifies that he or she is duly authorized by the Party whom he or she
represents to enter into the terms and bind that Party to them.

         217. Modifications. Except as otherwise allowed by law, there shall be
no modification of this Consent Decree without written approval by the United
States and Nucor, and, if required, approval of such modification by the Court.
Nucor and EPA recognize that the pilot projects prescribed by this Agreement are
technically rigorous and subject to a broad range of variables that may render
pilot control measures technologically infeasible and warrant alternative
schedules for

                                     -120-
<PAGE>

pilot project implementation. Should the requirements of the pilot projects
prove infeasible or improvident due to technical limitations or other
considerations, Nucor and EPA agree to cooperate to modify the Consent Decree to
provide for alternative pilot control measures and revise pilot implementation
schedules.

         218. Continuing Jurisdiction. The Court retains jurisdiction of this
case after entry of this Consent Decree to enforce compliance with the terms and
conditions of this Consent Decree and to take any action necessary or
appropriate for its interpretation, construction, execution, or modification.
During the term of this Consent Decree, any party may apply to the Court for any
relief necessary to construe or effectuate this Consent Decree.

         219. Consultation and Variances. Nucor and the United States
acknowledge that the objectives and obligations specified in this Consent Decree
may, from time to time during the term of the Decree be significantly altered or
impacted by changes in circumstances and advances in knowledge or technology. To
assure that the compliance approaches specified herein are sufficiently flexible
to accommodate and take advantage of the changes, Nucor and the United States
will continuously consult concerning technical development and may agree upon
variances where

                                     -121-
<PAGE>

appropriate to efficiently achieve the objectives of this Consent Decree.

         220. This Consent Decree constitutes the final, complete and exclusive
agreement and understanding among the parties with respect to the settlement
embodied in this Consent Decree. The parties acknowledge that there are no
representations, agreements or understandings relating to the settlement other
than those expressly contained in this Consent Decree. Protocols are attached to
and incorporated by reference into this Consent Decree.

         221. Severability and Construction. In the event that (i) any provision
or authority of this Consent Decree or the application of this Consent Decree to
any party or circumstance is held by any judicial or administrative authority to
be invalid, or (ii) any judicial or administrative authority finds that Nucor
has sufficient cause not to comply with one or more provisions of this Consent
Decree, then, such provisions and any other provisions conditioned thereon,
shall be held invalid and all other provisions of this Consent Decree shall
remain in full force and effect, and Nucor's obligation to comply with all other
provisions of this Consent Decree shall not be affected thereby. In the event
that any provision of the Attachments are in

                                     -122-
<PAGE>

conflict with the Consent Decree, the language of the Consent Decree shall
govern.

                               XXIII. TERMINATION
                                      -----------


         222. This Consent Decree shall be subject to termination upon motion by
either party after the Defendant satisfies all requirements of this Consent
Decree. The requirements for termination include payment of all penalties for
which demand has been made, including stipulated penalties, that may be due to
the United States under this Consent Decree, installation of successful control
technology systems for pilot and nonpilot units as specified herein, EPA's
receipt of the first quarterly progress report following Nucor's compliance for
at least one year with all requirements herein. At such time, if the Defendant
believes that it is in compliance with the requirements of this Consent Decree
and the permits specified herein, and has paid the civil penalty and any
stipulated penalties required by this Consent Decree, then the Defendant shall
so certify to the United States, and unless the United States objects in writing
with specific reasons within sixty (60) days of receipt of the certification,
the Court shall order that this Consent Decree be terminated on Defendant's
motion. If the United States so objects to the Defendant's certification, then
the matter shall be submitted to the Court for resolution under Section XX

                                     -123-
<PAGE>

(Dispute Resolution) of this Consent Decree. In such case, the Defendant shall
bear the burden of proving that this Consent Decree should be terminated.

         So entered in accordance with the foregoing this ________ day of
____________, 200___.

                                            __________________________________
                                            United States District Court Judge
                                            for the District of South Carolina


                                     -124-
<PAGE>


FOR PLAINTIFF, UNITED STATES OF AMERICA:

/s/ Lois J. Schiffer                        Date  12/11/00
- --------------------------------                --------------------
Lois J. Schiffer
Assistant Attorney General
Environment and Natural Resources Division
U.S. Department of Justice
10th & Pennsylvania Avenue, N.W.
Washington, DC 20530



/s/ Dianne M. Shawley                       Date  12/7/00
- --------------------------------                --------------------
Dianne M. Shawley
Senior Attorney
Environment and Natural Resources Division
U.S. Department of Justice
1425 New York Avenue, N.W.
Washington, DC 20005


                                            Date  12/13/00
- --------------------------------                --------------------
J. RENE JOSEY
United States Attorney
District of South Carolina




By: /s/ EMERY CLARK
   --------------------------------
   EMERY CLARK
   Assistant United States Attorney
   District of South Carolina
   Bar Number -
   1st Union Bldg.
   1441 Main Street
   Suite 500
   Columbia, South Carolina  29201
United States v. Nucor Corporation


                                     -125-
<PAGE>

United States v. Nucor Corporation

FOR U.S. ENVIRONMENTAL PROTECTION AGENCY:



/s/ Steven A. Herman                        Date  12/8/00
- --------------------------------                --------------------
Steven A. Herman
Assistant Administrator
Office of Enforcement and Compliance
  Assurance
U.S. Environmental Protection Agency
Ariel Rios Building
1200 Pennsylvania Avenue, N.W.
Washington, DC 20460




FOR U.S. ENVIRONMENTAL PROTECTION AGENCY:



/s/ Mark Pollins                            Date  12/8/00
- --------------------------------                --------------------
Mark Pollins
Associate Director
Multimedia Enforcement Division
U.S. Environmental Protection Agency
Office of Regulatory Enforcement
Ariel Rios Building
1200 Pennsylvania Avenue, N.W.
Washington, DC 20460


                                     -126-
<PAGE>

sFOR THE STATE OF ARKANSAS:



                                    Date
- --------------------------------         --------------------
Charles L. Moulton
Assistant Attorney General
Utility/Environmental Division
Public Protection Section
Arkansas Attorney General
323 Center St., Suite 1100
Little Rock, Arkansas 72201

                                     -127-
<PAGE>

FOR THE STATE OF NEBRASKA:



                                    Date
- --------------------------------         --------------------
William L. Howland #11941
Assistant Attorney General
2115 State Capitol Building
Lincoln, NE  68509


                                     -128-
<PAGE>

FOR THE STATE OF UTAH:



                                    Date
- --------------------------------         --------------------
Fred G. Nelson
Assistant Attorney General
State of Utah
160 East 300 South, 5th Floor
Salt Lake City, Utah  84114-0873

                                     -129-
<PAGE>

For the South Carolina Department of Health and Environmental Control:



                                    Date
- --------------------------------         --------------------
Alexander G. Shissias
Staff Counsel
South Carolina Department of Health and
Environmental Control
2600 Bull Street
Columbia, South Carolina  29201-1708

                                     -130-
<PAGE>

FOR DEFENDANT, NUCOR CORPORATION:



/s/ Daniel R. DiMicco                                Date   9/29/00
- --------------------------------                         --------------------
Daniel R. DiMicco
President and Chief Executive Officer
Nucor Corporation
2100 Rexford Road
Charlotte, NC 28211



/s/  J. Gordon Arbuckle
- --------------------------------
J. Gordon Arbuckle
Patton Boggs L.L.P.
2550 M Street, N.W.
Washington, DC 20037
Counsel for Nucor Corporation                        Date   9/29/00
                                                         --------------------



                                     -131-
<PAGE>

                              TABLE OF ATTACHMENTS


Attachment 1.              Protocol for Piloting the Evaluation and
                           Implementation of Process Modifications on an
                           Electric Arc Furnace


Attachment 1A.             Design for Environment (DfE) Protocol for
                           Demonstration on New Meltshop

Attachment 2.              Protocol for Piloting the Design and Operation of
                           Selective Noncatalytic Reduction (SNCR) on an
                           Electric Arc Furnace

Attachment 3.              Protocol for Lance Burner Installation

Attachment 4.              Protocol for Evaluating Exhaust Gas Recirculation
                           and Reduced Non Burners on a Reheat Furnace

Attachment 5.              Protocol for Evaluating Selective Catalytic
                           Reduction on a Reheat Furnace

Attachment 6.              Protocol for Establishing Emission Limits for
                           Electric Arc Furnaces and Heat Furnaces

Attachment 7.              Protocol for Piloting Continuous Emissions
                           Monitoring System

Attachment 8.              Suggested Testing Protocol for Establishing
                           Baseline Values Required by NSPS Subpart AAa

Attachment 9.              [Reserved]

Attachment 10.             Scope of Work RCRA Facility Assessment (RFA)

Attachment 11.             Scope of Work for a RCRA Facility Investigation
                           (RFI)

Attachment 12.             Scope of Work for a Corrective Measures Study (CMS)

Attachment 13.             Scope of Work for Corrective Measures Implementation
                           (CMI)

Attachment 14.             Environmental Management System (EMS) / Environmental
                           Compliance Management System (ECMS) Implementation
                           Protocol

<PAGE>

Attachment 14A.            Design for Environment General Analytical
                           Protocol

Attachment 15.             NEIC Compliance-Focused Environmental Management
                           System Elements

Attachment 16.             Environmental Compliance Management System (ECMS)

Attachment 17.             Supplemental Environmental Projects (SEPs)


<PAGE>

                                  Attachment 1
                                  ------------
Protocol for Piloting the Evaluation and Implementation of Process Modifications
                           on an Electric Arc Furnace


         As required by this Consent Decree, Nucor will evaluate and implement
process modifications at its Norfolk facility. The modifications are aimed at
reducing Nitrogen Oxide (NOx) emissions from the electric arc furnace. This
protocol sets forth the process modifications that Nucor will evaluate and the
approach Nucor will use to evaluate the impact of these modifications. Any
provisions of this protocol, including schedule, may be modified by the written
agreement of the United States and Nucor at any time.

A.       Approach for Norfolk Facility

         Before initiating any testing program, Nucor will submit to EPA for
approval a detailed monitoring and testing plan. The plan will include a
description of the test methods to be used, a discussion of test procedures, and
a description of sampling locations.

         1. Baseline testing - Nucor shall use continuous emissions monitors
(CEMs) to monitor and record Carbon Monoxide (CO), NOx, Sulfur Oxides (SOx),
Oxygen (O2), Carbon Dioxide (CO2), velocity, and temperature for a period of 30
days. During this time, Nucor will also periodically monitor the exhaust gas
moisture content. The data collected during this baseline testing period will
provide information on the impact of typical operating and process variables on
emissions. The data will also be used to identify a "worst case" combination of
operating variables (i.e. the combination of operating variables that results in
the highest rate of NOx emissions) which will be used in evaluating the process
modifications (see below). Nucor and EPA will meet at the conclusion of the
baseline testing to determine the conditions that should be used for next phase
of the process, that is, evaluation of the process modifications.

         2. Evaluation of Process Modifications - Nucor will evaluate the impact
of the following process modifications on NOx and CO emissions:

         - Replace carrier gas in carbon injectors
         - Reduce roof ring gap

                                      -1-
<PAGE>

         - Keep slag door closed when possible
         - Improve foamy slag practice
         - Run heats with single charge

         Each of these process modifications will be implemented individually on
heats that represent the worst case conditions established in the baseline
testing. During each heat, Nucor will use the CEMs to monitor and record CO,
CO2, O2, NOx, and SOx emissions. Nucor will also monitor and record the exhaust
gas velocity and temperature and periodically monitor the exhaust gas moisture
content. If both EPA and Nucor agree that the data is representative or cannot
be repeated on a comparative basis, the specific process modification test will
be considered complete.

         Nucor will implement all process modifications that are deemed to be
economically and technically feasible as defined in the Consent Decree.

         3. Report to EPA - Nucor will prepare a report for EPA that will
include a discussion of the results, the process modifications that were
implemented and tested at the facility, any problems encountered in implementing
the process modifications, and the impact of the process modifications on NOx
and CO emissions. Nucor will also include a discussion on the merits of
conducting a pilot study at a second Nucor facility based on the effectiveness
of the Norfolk pilot study in reducing emissions. Nucor will also include a
recommendation for a second pilot facility and a schedule for implementing the
second pilot study.

         4.       Schedule for Norfolk pilot

       Table 1 presents a schedule for the process modifications evaluation and
       implementation pilot at the Norfolk facility.

                  TABLE 1. PROCESS MODIFICATIONS PILOT SCHEDULE
- --------------------------------------------------------------------------

            ACTIVITY                              PROJECTED DATE
- --------------------------------------------------------------------------
     Submit test plan to EPA                      March 15, 2001
- --------------------------------------------------------------------------
        Baseline testing                           May 15, 2001
- --------------------------------------------------------------------------
       Evaluation testing                  July 15 - September 15, 2001
- --------------------------------------------------------------------------
          Report to EPA                         November 15, 2001
- --------------------------------------------------------------------------

                                      -2-
<PAGE>

B.       Second Pilot Study

         Prior to beginning the second pilot study, Nucor will conduct a
preliminary technical and economic feasibility determination to identify those
process modifications that will also be evaluated for the second pilot program.
This preliminary evaluation will be based on data collected at the Norfolk
facility including information on emissions reductions and problems encountered
in implementing the modifications. It will also include an estimated cost for
installing the modification at the second pilot facility.

         In addition to the process modifications identified for the Norfolk
facility, there are other process modifications that Nucor has identified that
may reduce NOx emissions. These modifications were not applicable to the Norfolk
facility, but they may be applicable to the second pilot facility. These
modifications include:

         o        Reduce furnace elbow gap
         o        Plug gaps in water-cooled panels
         o        Gravity feed carbon and lime
         o        Reduce power-on time
         o        Improve seal on slag door

         Nucor will review these additional modifications to determine if they
are applicable to the second pilot facility. Nucor will then include the
applicable modifications in the evaluation and implementation program.

         Prior to beginning the second pilot program, Nucor will submit a brief
report to EPA that will include a discussion of the process modifications that
will be implemented during the pilot and how those process modifications were
selected, an overview of the approach that will be used for implementing the
pilot, and a proposed schedule for the pilot.

                                      -3-
<PAGE>

         Following completion of the second pilot, Nucor will prepare and submit
to EPA a report that will include a discussion of the results, the process
modifications that were evaluated and implemented at the facility, any problems
encountered in implementing the process modifications, and the impact of the
process modifications on NOx and CO emissions. The report will also include a
discussion of Nucor's recommendation concerning implementing the process
modifications at its remaining steel mills. This recommendation will be based on
an evaluation of the economic and technical feasibility of implementing the
process modifications at the two pilot facilities. If Nucor does not believe the
process modifications were successful, as defined by the consent decree, then
the report will also include an evaluation of other potential alternatives for
reducing NOx emissions.




                                      -4-
<PAGE>

                                 Attachment 1-A
                                 --------------
                          Design for Environment (DfE)
                   Protocol for Demonstration on New Meltshop


A.       Introduction

         Nucor will demonstrate the Design for Environment (DfE) approach to
designing and constructing its next new meltshop. This may be a "greenfield"
site or a new meltshop at a new facility. The DfE approach will be a key
component of the Nucor EMS and enhance the ability of the Environmental
Management System (EMS) over time to mitigate impacts with technology that
presently may not be viable but, in the future may become viable. During the
three to five year period for implementing and validating the EMS, Nucor will
likely upgrade an existing meltshop or construct a new facility. At such time
the DfE evaluation will be conducted.

B.       Objectives

         This project will demonstrate Nucor's approach to DfE analysis and will
result in an optimal design for the planned meltshop, subject to constraints of
available technology, economic factors, and the requirements of production,
quality and environmental regulation.

C.       Approach

         When a new meltshop is proposed many parameters are evaluated. The
conventional approach to the environmental requirements has been to evaluate
"what is required to obtain a permit?" In addition to answering this question,
Nucor's DfE demonstration for a new meltshop will entail a formal evaluation of
the environmental impact of equipment, facility layout and location selection.
The results of the DfE investigation will be included as part of the
decision-making process along with economic factors (e.g., markets,
"financials," transportation, growth estimates), labor, utility, and other
essential data that are considered when a facility is sited and built. If Nucor
conducts the demonstration for an existing facility, siting considerations will
be less relevant than with a greenfield DfE analysis.

         The Nucor DfE analytical approach will emphasize the following
considerations:

                                      -1-
<PAGE>

         o        Optimal electric arc furnace (EAF) design, in light of
                  technology precedents, production requirements, product
                  quality issues, worker safety, economic considerations,
                  environmental regulations, and overall environmental impact;

         o        Pollution Prevention for EAFs, in light of the protocol for
                  piloting the implementation and evaluation of process
                  modifications on an electric arc furnace;

         o        Energy conservation and add-on pollution control technology
                  for EAFs, in light of the

                  -        protocol for piloting the design and operation of
                           Selective Noncatalytic Reduction (SNCR) on an EAF,

                  -        protocol for evaluating the operation of reduced
                           Nitrogen Oxide (NOx) burners with exhaust gas
                           re-circulation (RNB/EGR) on a reheat furnace,

                  -        demonstration project for lance burner technology;
                           and

         o        Evaluation of pollution control technology for the reheat
                  furnaces.

         o        Evaluation of "reasonable" alternatives. Some alternatives can
                  be eliminated at an early level of review as clearly failing
                  to meet threshold feasibility criteria (such as relocating a
                  facility outside of the target market instead of using a
                  different site within the target market). The "reasonable"
                  alternatives will be evaluated more closely for economic
                  feasibility, technical feasibility, operational performance,
                  operational feasibility and environmental performance.


The DfE analysis will also take into account other potential "critical control
points" of significant emission in the meltshop. Activities to be reviewed
include release points of the following component operations of the meltshop.
Not all of these points will exist in any given meltshop

                                      -2-
<PAGE>

design. The DfE analysis will examine only those that are applicable to the
particular design.

         o        EAF and applicable operations (slagging, tapping, melting,
                  charging)
         o        Charge bucket
         o        AOD
         o        Ladle preheat & drying
         o        Tundish preheat & drying
         o        Alloy trimming station
         o        Ladle Metallurgy Furnace (LMF)
         o        Vertical holding stations
         o        Refractory related emissions
                  >>       tundish , ladle & EAF tearout
                  >>       tundish, ladle & EAF rebrick
         o        Pour backs
         o        Emergency conditions such as wash/breakouts (furnace, caster,
                  ladle)
         o        Shop Fugitives
         o        Ladle scraping/dumping
         o        Nozzle lancing
         o        Miscellaneous torches
         o        Miscellaneous natural gas comfort heating
         o        Medical waste/contraband burning/baghouse bags
         o        Personal Protective Equipment (PPE), grinding swarf, Cutting
                  Emissions

         Points of release to the environment from meltshop operations will also
be evaluated for other potentially significant environmental impacts, such as
discharges to water, disposition to land, and other sources of waste generation
and other potential impacts.

         The results of the DfE analysis will recorded in a document that
defines how the final decision was reached. The document will include the
original premise, the aspects that affected the environmental impacts, and the
alternatives that were identified and investigated as part of this process. The
criteria against which the alternatives were evaluated and final decision of
that process will also be recorded in this document.

         The final stage of the DfE analysis of a new meltshop will include
implementation of the those findings and mitigation options that are appropriate
in light of the

                                      -3-
<PAGE>

analysis. Nucor will produce a report of the analysis, the alternatives
implemented and the impact of the implemented alternatives once that information
is attainable. Mitigation measures implemented through the DfE process will be
integrated with the EMS.

     Steps in the DfE analysis, decision process, and coordination with the
Operate for Environment (OfE) program are set out in more detail in Attachment
14A.



                                      -4-
<PAGE>

                                  Attachment 2
                                  ------------
           Protocol for Piloting the Design and Operation of Selective
            Noncatalytic Reduction (SNCR) on an Electric Arc Furnace


         As required by this Consent Decree, Nucor will evaluate the use of
Selective Noncatalytic Reduction (SNCR) to reduce Nitrogen Oxide (NOx) emissions
from an electric arc furnace (EAF). This protocol sets forth the approach Nucor
will use to evaluate the effectiveness of SNCR. Any provisions of this protocol,
including schedule, may be modified by written agreement of the United States
and Nucor at any time.

A.       Approach for Norfolk Facility

         Before initiating any testing program, Nucor will submit a detailed
testing and monitoring plan to EPA for approval. The plan will include a
description of the test methods to be used, a discussion of test procedures, and
a description of sampling locations.

1.       Feasibility Evaluation

         Nucor and EPA will meet with SNCR vendors to determine the feasibility
of installing and operating an SNCR system on the Norfolk twin shell furnace.
Nucor will provide the vendors with information on the process and exhaust gas
characteristics of the Norfolk EAF. Because Nucor has only limited information
on the temperature profile of the exhaust gas, and this is a critical parameter
in the design of an SNCR system; Nucor will develop a temperature profile for
the EAF exhaust during this phase of the project. The temperature profile and
other exhaust gas parameters and characteristics will be used by the vendor to
develop a preliminary assessment of the estimated control efficiency for the
SNCR system, an estimated value for ammonia slip, and the estimated cost of
installing and operating the system. If Nucor and EPA agree, based on this
preliminary assessment, that SNCR is a feasible technology for pilot
installation and operation on an EAF, the vendor will provide a final design for
the SNCR system

2.       Baseline Testing

         Nucor shall use continuous emissions monitors (CEMS) to monitor and
record Carbon Monoxide (CO), NOx, Sulfur Oxides (SOx), Oxygen (O2), Carbon
Dioxide (CO2), ammonia, exhaust gas velocity, and temperature for a period of 30
days prior to


                                      -1-
<PAGE>

installing the SNCR system. Nucor will also periodically monitor the exhaust gas
moisture content.

3.       Evaluation of SNCR Performance

         After the SNCR system is operational, Nucor will begin testing to
determine the control efficiency achievable by SNCR. Nucor will use CEMS to
monitor and record CO, CO2, NOx, O2, Sox, velocity and temperature. Nucor will
also periodically monitor the exhaust gas moisture content. Because the
operation of a SNCR system has the potential to generate significant ammonia
emissions, Nucor will also use a CEM to monitor ammonia during this performance
evaluation period. If both EPA and Nucor agree that the data is representative
or cannot be repeated on a comparative basis, the SNCR test will be considered
complete.

4.       Report to EPA

         Nucor will prepare and submit to EPA a report that will include a
discussion of the SNCR system design, any problems encountered during SNCR
operation, the NOx control efficiency of the SNCR system, the impact of the SNCR
system on CO emissions, the impact of the SNCR system on ammonia emissions, and
the cost effectiveness of the SNCR system based on the final capital cost of the
system, the operating and maintenance costs of the system during testing, and
the control efficiency of the system. Nucor will evaluate these factors in
determining the success, as defined in the Consent Decree, of the SNCR pilot and
include a recommendation as to whether a second pilot study should be conducted.
Nucor will submit a copy of all electronic data to EPA with the report.


5.       Schedule for Norfolk facility

         Table 1 presents a schedule for the SNCR pilot study at the Norfolk
facility.

TABLE 1.  SCHEDULE FOR SNCR PILOT STUDY AT NORFOLK

- -----------------------------------------------------------------------------
         ACTIVITY                              PROJECTED DATA
- -----------------------------------------------------------------------------
  Feasibility Evaluation                 January 1 - March 15, 2001
- -----------------------------------------------------------------------------
     Submit test plan                          March 15, 2000
- -----------------------------------------------------------------------------
     Baseline Testing                           May 15, 2001
- -----------------------------------------------------------------------------
    Evaluation Testing                       November 15, 2001
- -----------------------------------------------------------------------------
      Report to EPA                           January 31, 2002
- -----------------------------------------------------------------------------

                                      -2-
<PAGE>


B.       Second Pilot Study

         If the SNCR system proves to be economically and technically feasible
based on the results at the Norfolk facility, Nucor will select a second
facility for piloting this technology. Prior to beginning the second pilot
study, Nucor will provide EPA with a brief report that summarizes the rationale
for selecting the second facility, presents an overview of the approach that
will be used for implementing the pilot study, and presents a proposed schedule
for the pilot.

         Following completion of the second SNCR pilot study, Nucor will prepare
and submit to EPA a report that will include a discussion of the SNCR system
design, any problems encountered during the SNCR operation, the NOx control
efficiency of the SNCR system, the impact of the SNCR system on CO emissions,
the impact of the SNCR system on ammonia emissions, and the cost effectiveness
of the SNCR system. The report will also include Nucor's recommendation
concerning installation of the SNCR system at its remaining mills. This
recommendation will be based on an evaluation of the success of the SNCR systems
at the two pilot facilities. Nucor will also consider the economic and technical
feasibility of installing SNCR on each of its remaining mills. One option is
that Nucor will determine that SNCR may be economically and technically feasible
at some of their remaining mills but not at others. Facility specific factors
such as baseline emissions, temperature profiles, and ductwork configurations
could impact the economic and technical feasibility at any given facility. If
Nucor does not believe the SNCR pilot studies were successful, as defined by the
consent decree, then the report will also include an evaluation of other
potential alternatives for reducing NOx emissions at Nucor facilities.


                                      -3-
<PAGE>

                                  Attachment 3
                                  ------------
                     Protocol for Lance Burner Installation


         As required by this Consent Decree, Nucor will replace existing
oxyburners with lance burners on one of the electric arc furnaces (EAFs) located
at the Plymouth, Utah facility. This modification of the EAF is expected to
reduce Nitrogen Oxide (NOx) emissions. This protocol presents the approach Nucor
will use in evaluating the impact of lance burner technology on NOx and Carbon
Monoxide (CO) emissions. Any provisions of this protocol, including schedule,
may be modified by the written agreement of the United States and Nucor at any
time.

A.       Approach for Utah Facility

         Before initiating any test program, Nucor will submit a detailed test
plan to EPA for approval. The plan will include a description of the test
methods to be used, a discussion of the test procedures, and a description of
the sampling locations.

1.       Baseline Testing

         Because the Utah facility has two identical EAFs and the lance burners
will be installed only on one EAF initially, it is not necessary to conduct
baseline testing on the EAF to be modified before installing the lance burners.
The second EAF, on which lance burners will not be installed, will be operated
concurrently, and to the extent possible, using the same operating and process
variables as the lance burner EAF. Nucor will monitor NOx, Carbon Dioxide (CO2),
Oxygen (O2), and Oxygen (CO) emissions with continuous emissions monitors from
the unmodified EAF and use these results as the baseline for the modified EAF.
Nucor will also continuously monitor exhaust gas velocity and temperature and
periodically monitor exhaust gas moisture content.

2.       Evaluation of Impact of Lance Burners

         After the lance burners have been installed, Nucor will begin testing
to evaluate the impact of the lance burners on NOx and CO emissions. Nucor will
use a continuous emissions monitoring system (CEMS) to monitor CO, NOx, CO2, O2,
Sulfur Oxides (SOx), exhaust gas velocity, and temperature for the


                                      -1-
<PAGE>

modified EAF exhaust gas. Nucor will also periodically monitor the exhaust gas
moisture content. If both EPA and Nucor agree that the data is representative or
cannot be repeated on a comparative basis, the lance burner test will be
considered complete.

3.       Report to EPA

         Nucor will prepare and submit to EPA a report that will include a
discussion of the lance burner design, any problems encountered while using the
lance burners, the impact of the lance burners on NOx and CO emissions, and the
cost effectiveness of the lance burners based on the capital cost of the burners
and associated modifications, the operating and maintenance costs of the system,
and the control efficiency of the system. Nucor will submit a copy of all
electronic data to EPA with the report.

         The report will include Nucor's recommendation concerning installation
of lance burners at its remaining mills. This recommendation will be based on
the success, as defined in the consent decree, of the lance burner installation
at Utah. Nucor will also consider the economic and technical feasibility of
installing lance burners on all of its EAFs. One option is that Nucor may
determine that lance burners are economically and technically feasible for some
of its EAFs but not for others. EAF design, baseline NOx emission rates, or
other factors could impact the economic and technical feasibility for any given
EAF.

4.       Schedule

                  Table 1 presents a schedule for the lance burner pilot study
at the Utah facility.

TABLE 1.  SCHEDULE FOR LANCE BURNER PILOT STUDY

- --------------------------------------------------------------------------------

ACTIVITY                              PROJECTED DATE
- --------------------------------------------------------------------------------
Submit test plan to EPA               March 15, 2001
- --------------------------------------------------------------------------------
Lance burner installation             April 30, 2001
- --------------------------------------------------------------------------------
Evaluation test program               June 30, 2001
- --------------------------------------------------------------------------------
Report to EPA                         August 31, 2001
- --------------------------------------------------------------------------------

                                      -2-
<PAGE>

                                  Attachment 4
                                  ------------
 Protocol for Evaluating Exhaust Gas Recirculation and Reduced Nox Burners on a
                                 Reheat Furnace


         As required by this Consent Decree, Nucor will evaluate the use of
exhaust gas recirculation and reduced NOx burners (EGR/RNB) on the new NN2
reheat furnace to be installed at their Norfolk facility. EGR/RNB is expected to
significantly reduce Nitrogen Oxide (NOx) emissions from reheat furnaces. This
protocol presents the approach Nucor will use for this pilot study. Any
provisions of this protocol, including schedule, may be modified by the written
agreement of the United States and Nucor at any time.

A.       Approach for Norfolk Facility

         Prior to initiating any testing program, Nucor will submit a detailed
testing and monitoring program to EPA for review and approval. The plan will
include a description of the test methods to be used, a discussion of test
procedures, and a description of the sampling locations.

1.       Initial Testing

         The NN2 reheat furnace is a new furnace that will be installed with EGR
and RNB. After installation and optimization of the furnace, Nucor will monitor
emissions from the furnace for a period of 5 days with the EGR system bypassed.
This will provide EPA with a NOx emissions value for the furnace when it is
operated with reduced NOx burners. During the test period, Nucor will monitor
and record NOx, Carbon Monoxide (CO), Carbon Dioxide (CO2), Oxygen (O2), and
Sulfur Dioxide (SO2) emissions from the furnace. Nucor will also determine the
exhaust gas temperature, velocity of the furnace exhaust gas, the molecular
weight of the exhaust gas, and the moisture content of the exhaust gas in
accordance with EPA methods 2, 3A, and 4.

2.       Evaluation of EGR/RNB

         After the initial testing period, Nucor will begin evaluating the
impact of the EGR/RNB system on NOx emissions. Nucor will use continuous
emissions monitors to monitor and NOx, CO, CO2, O2, and Sulfur Oxide (SOx)
emissions from the furnace. Nucor will monitor emissions at the maximum exhaust

                                      -1-
<PAGE>

gas flow rate for the furnace, an intermediate flow rate, and the minimum flow
rate of the furnace. This will allow Nucor to determine the effectiveness of the
EGR/RNB system under a range of operating conditions. Nucor will also determine
the exhaust gas temperature, the velocity of the furnace exhaust gas, the
molecular weight of the exhaust gas, and the moisture of the exhaust gas in
accordance with EPA methods 2, 3A, and 4.

3.       Report to EPA

         Nucor will prepare a report for EPA that will include the results of
the evaluation test program, any problems encountered in operating the furnace
that might be associated with the EGR/RNB system, and the cost effectiveness of
the EGR/RNB system based on the results of the evaluation test, the capital cost
of the system, and actual operation and maintenance costs of the system. Nucor
will submit a copy of all electronic data with the report.

4.       Schedule

                  Table 1 presents the schedule for the EGR/RNB pilot study at
the Norfolk facility.

TABLE 1.  SCHEDULE FOR EGR/RNB PILOT STUDY AT NORFOLK
- --------------------------------------------------------------------------------

ACTIVITY                                PROJECTED DATE
- --------------------------------------------------------------------------------
Begin Installation of reheat furnace    3 months after permit issuance
- --------------------------------------------------------------------------------
Submit test plan to EPA                 30 days before testing begins
- --------------------------------------------------------------------------------
Evaluation testing of EGR/RNB system    45 days after full operation commences
- --------------------------------------------------------------------------------
Report to EPA                           60 days after testing completed
- --------------------------------------------------------------------------------

                                      -2-
<PAGE>

B.       Evaluation of Control Technologies for Other Nucor Reheat Furnaces

         Nucor has committed to installing either EGR/RNB or selective catalytic
reduction (SCR) on its remaining reheat furnaces. In conjunction with the
EGR/RNB pilot study at the Norfolk facility, Nucor is also conducting a SCR
pilot study on a reheat furnace at its facility located in Darlington, South
Carolina and on another reheat furnace to be identified later. At the conclusion
of these pilot studies, Nucor will prepare a report for EPA that presents a
comparison of these two technologies. The comparison will include an analysis of
the NOx control efficiency of each technology, the cost effectiveness of each
technology, and an analysis of other environmental and energy impacts associated
with each technology.

         Nucor will include in the report a discussion of the factors that
should be considered in selecting the most appropriate technology for a given
furnace. These factors are expected to include furnace design, burner design,
baseline NOx emissions, configuration of the rolling mill, and the relative
amounts of time the furnace is operated at maximum and minimum flow rates.



                                      -3-
<PAGE>

                                  Attachment 5
                                  ------------
    Protocol for Evaluating Selective Catalytic Reduction on a Reheat Furnace


         As required by the Consent Decree, Nucor will evaluate the use of
selective catalytic reduction (SCR) on a new reheat furnace to be installed at
its Darlington, South Carolina facility. SCR is expected to significantly reduce
NOx emissions from reheat furnaces. This protocol presents the approach Nucor
will use for this pilot study. Any provisions of this protocol, including
schedule, may be modified by agreement of the United States and Nucor at any
time.

A.       Approach for Darlington Facility

         Prior to initiating any testing program, Nucor will prepare and submit
to EPA for approval a detailed testing and monitoring plan. The plan will
include a description of the test methods to be used, a discussion of test
procedures, and a description of sampling locations.

1.       Design and Installation of SCR System

         Nucor will meet with SCR vendors to discuss the design of the SCR
system. Nucor will provide the vendors with specifications for the Darlington
reheat furnace, including exhaust gas flow rates, exhaust gas temperatures, and
predicted exhaust gas Nitrogen Oxide (NOx) concentrations. Nucor will develop a
request for quotation that will include a design for the SCR system, a price
quote for the system, guaranteed NOx removal efficiencies, and guaranteed
ammonia slip values.

         Nucor will select the final design of the SCR system and the SCR system
vendor. Nucor will work with the vendor to install the SCR system. Nucor will
then operate the reheat furnace with the SCR system for sufficient period of
time to optimize the reheat furnace operation and SCR system performance.

2.       Baseline Testing

         After optimizing the furnace, Nucor will conduct baseline testing of
the reheat furnace. During the baseline test, the SCR system will not be
operational. Nucor will monitor and


                                      -1-
<PAGE>

record NOx, Carbon Monoxide (CO), Oxygen (O2), Carbon Dioxide (CO2), and Sulfur
Oxide (SOx) emissions from the furnace for a period of 5 days for the baseline
test. Nucor will also determine gas temperature, the velocity of the exhaust
gas, the molecular weight of the exhaust gas, and the moisture content of the
exhaust gas in accordance with EPA methods 2, 3A, and 4.

3.       Evaluation of SCR System

         Following the baseline testing, Nucor will begin evaluating the impact
of the SCR system on NOx emissions. Nucor will use continuous emission monitors
to monitor and record NOx, CO, O2, CO2, and SOx emissions. Nucor will also use a
CEMS to monitor ammonia emissions. Nucor will monitor emissions at the maximum
exhaust gas flow rate for the furnace, at an intermediate flow rate, and at the
minimum flow rate for the furnace. This will allow Nucor to determine the
effectiveness of the SCR system under a range of operating conditions. Nucor
will also determine the exhaust gas temperature, velocity of the furnace exhaust
gas, the molecular weight of the exhaust gas, and the moisture content of the
exhaust gas in accordance with EPA methods 2, 3A, and 4. If both Nucor and EPA
agree that the data is representative or cannot be repeated on a comparative
basis, the specific test will be considered complete.

4.       Report to EPA

         Nucor will prepare a report for EPA that will include the results of
the evaluation test program, any problems encountered in operating the furnace
that might be associated with the SCR system, and the cost effectiveness of the
SCR system based on the results of the evaluation test, the capital cost of the
system, and actual operation and maintenance costs of the system. Nucor will
submit a copy of all electronic data to EPA with the report.

5.       Schedule

                  Table 1 presents the schedule for the SCR pilot study at the
Darlington facility.

                                      -2-
<PAGE>

TABLE 1.  SCHEDULE FOR SCR PILOT STUDY AT DARLINGTON
- --------------------------------------------------------------------------------

            ACTIVITY                                 PROJECTED DATE
- --------------------------------------------------------------------------------
    Design of reheat furnace                 6 months after permit approval
- --------------------------------------------------------------------------------
 Fabrication of reheat furnace              18 months after permit approval
- --------------------------------------------------------------------------------
 Installation of reheat furnace             24 months after permit approval
- --------------------------------------------------------------------------------
    Submit test plan to EPA              At least 30 days before testing begins
- --------------------------------------------------------------------------------
   Evaluation testing of SCR             45 days after full operation commences
- --------------------------------------------------------------------------------
         Report to EPA                      60 days after testing completed
- --------------------------------------------------------------------------------


B.       Second Pilot Study

         If Nucor and EPA agree that SCR is economically and technically
feasible based on the pilot study at Darlington, Nucor will conduct a second SCR
pilot study on an existing reheat furnace. Nucor will include a recommendation
for the site for the second pilot study in its report to EPA on the Darlington
pilot study. Nucor will also include a schedule for implementing the second
pilot study in the report.

C.       Evaluation of Control Technologies for Other Nucor Reheat Furnaces

         Nucor has committed to installing either exhaust gas recirculation with
reduced NOx burners (EGR/RNB) or SCR on their remaining reheat furnaces. In
conjunction with the SCR


                                      -3-
<PAGE>

pilot study at the Darlington facility and on a second reheat furnace, Nucor is
also conducting an EGR/RNB pilot study on a reheat furnace at its facility
located in Norfolk, Nebraska. At the conclusion of these pilot studies, Nucor
will prepare a report for EPA that presents a comparison of the two
technologies. The comparison will include an analysis of the NOx control
efficiency of each technology, the cost effectiveness of each technology, and an
analysis of other environmental and energy impacts associated with each
technology.

         Nucor will include in the report a discussion of the factors that
should be considered in selecting the most appropriate technology for a given
furnace. These factors are expected to include furnace design, burner design,
baseline NOx emissions, configuration of the rolling mill, and the relative
amounts of time the furnace is operated at maximum and minimum flow rates.



                                      -4-
<PAGE>

                                  Attachment 6
                                  ------------
           Protocol for Establishing Emission Limits for Electric Arc
                           Furnaces and Heat Furnaces


         As required by this Consent Decree, Nucor will be implementing process
modifications and/or installing selective noncatalytic reduction (SNCR) on its
electric arc furnaces (EAFs) to reduce Nitrogen Oxide (NOx) emissions. Nucor
will also be installing selective catalytic reduction (SCR) or exhaust gas
recirculation with reduced NOx burners (EGR/RNB) on its reheat furnaces to
reduce NOx emissions. It is anticipated that these technologies will result in
lower NOx emission limits for these sources. This protocol presents the approach
for determining those emission limits after implementation of the applicable
technologies. Any provisions of this protocol, including schedule, may be
modified by written agreement of the United States and Nucor at any time.

A.       Establishing Emission Limits for Electric Arc Furnaces

         Following implementation of the process modifications and/or
installation of Selective Noncatalytic Reduction (SNCR) at the facility, Nucor
will establish an appropriate NOx emission limit for the EAFs. Nucor will
monitor NOx emissions with a continuous emission monitor for a period of at
least 90 days after the evaluation testing programs (see Attachments 1 and 2)
have been completed. At the end of this 90 day period, Nucor may petition EPA to
extend the monitoring period if the facility does not believe it has collected
sufficient data to establish an emission limit that is representative of the
facility's operations.

         Following the completion of the monitoring period, Nucor will submit a
proposed NOx emission limit to EPA for review. Nucor will also submit supporting
data and calculations, including a copy of all electronic data. Following EPA
and Nucor agreement on the emission limit, Nucor will submit a permit
application to the appropriate agency with the proposed emission limit.

B.       Establishing Emission Limits for Reheat Furnaces

         Following installation of SCR or EGR/RNB on a reheat furnace, Nucor
will establish an appropriate emission limit for that furnace. Nucor will
monitor NOx emissions with a


                                      -1-
<PAGE>

continuous emissions monitor for a period of at
least 10 days after the evaluation test programs (see Attachments 4 and 5) have
been completed. At the end of this 10 day period, Nucor may petition EPA to
extend the monitoring period if the facility does not believe they have
collected sufficient data to establish an emission limit that is representative
of the facility's operations.

         During this monitoring period, Nucor will also monitor all furnace and
control technology parameters to identify those parameters that may be used in a
parametric monitoring program for compliance demonstration purposes.

         Following the completion of the monitoring period, Nucor will submit a
proposed NOx emission limit to EPA for review. Nucor will also submit supporting
data, including a copy of all electronic data, and calculations. Nucor will also
include a parametric monitoring proposal based on the information collected
during the monitoring period. Following EPA and Nucor agreement upon the
emission limit, Nucor will submit a permit application to the appropriate agency
with the proposed emission limit.



                                      -2-
<PAGE>

                                  Attachment 7
                                  ------------
                   Protocol for Piloting Continuous Emissions
                                Monitoring System


         As required by this Consent Decree, Nucor will install a continuous
emissions monitoring system (CEMS) at each of its steel production facilities.
Nucor has agreed to install CEMS as a supplemental environmental project and as
part of its Clean Air Act Compliance Program. The first CEMS installation will
be at Nucor's facility located in Norfolk, Nebraska. This protocol presents
Nucor's proposed approach for the CEMS installation at Norfolk. Any provisions
of this protocol, including schedule, may be modified by the written agreement
of the United States and Nucor at any time.

A.       Norfolk System Design and Operation

         Nucor will undertake a pilot study of a continuous emissions monitoring
system for significant and appropriate emission parameters, to include Nitrogen
Oxides (NOx), Carbon Monoxide (CO), Sulfur Oxides (SOx), Oxygen (O2), and
velocity at the Norfolk electric arc furnace (EAF). The CEMS will be designed to
meet the performance specifications included in Appendix B of 40 CFR 60. The
system will be operated in accordance with the quality assurance and quality
control specifications presented in Appendix F of 40 CFR 60.

B.       Report to EPA

         Following installation and operation of the CEMS at the Norfolk
facility, Nucor will prepare and submit to EPA a report summarizing the issues
encountered in designing, installing and operating the CEMS. The report will
include a discussion of the Norfolk CEMS design, the cost of installing and
operating the CEMS, and problems encountered in installing and operating the
CEMS. The report will also include a proposed approach for designing and
installing CEMS for the remaining Nucor steel mills. Because of differences in
EAF designs, ductwork configurations, and baghouse designs, each CEMS
installation is expected to be unique to a given facility. The report will also
include a schedule for installation of CEMS at the remaining mills.

                                      -1-
<PAGE>

C.       Schedule

         Table 1 presents the schedule for the Norfolk facility.

TABLE 1.  SCHEDULE FOR CEMS INSTALLATION AT NORFOLK

- --------------------------------------------------------------------------------

                  Activity                            Projected Date
- --------------------------------------------------------------------------------
    Complete preliminary design of CEMS               April 15, 2001
- --------------------------------------------------------------------------------
         CEMS Installation Complete                  August 30, 2001
- --------------------------------------------------------------------------------
   CEMS Troubleshooting and Optimization              March 15, 2002
- --------------------------------------------------------------------------------
               Report to EPA                           May 1, 2002
- --------------------------------------------------------------------------------


                                      -2-
<PAGE>

                                  Attachment 8
                                  ------------
              Suggested Testing Protocol for Establishing Baseline
                      Values Required by NSPS Subpart AAa1


         This protocol outlines the specific requirements that should be met
when Nucor establishes baseline values as required by New Source Performance
Standards (NSPS), Subpart AA, 40 C.F.R. ss. 60.274 and NSPS Subpart AAa, 40
C.F.R. ss. 60.274a. The requirements for testing herein are not meant to be
all-inclusive, and do not relieve Nucor of its obligations to consult the
regulations and to comply with any provision applicable to the facility:

(1)      Nucor must furnish EPA with a written report of the performance testing
         to determine compliance with the particulate matter standards in ss.
         60.272a(a)(1). The report must contain the information which is
         specified in ss. 60.276a(f). The information which is specified in ss.
         60.276a(f)(6) is also specified in ss. 60.274a(h);

(2)      Nucor must submit the information for furnace static pressure and
         volumetric flow rate which is specified in ss. 60.275a(f). This
         information must be obtained during the particulate matter runs. If the
         Reference Method 9 observations for shop opacity are used to determine
         compliance with the standard in ss. 60.272a(a)(3) during the
         particulate matter runs, this information must be submitted for the
         periods of observation of the shop opacity;

(3)      Nucor must conduct three (3) runs to determine compliance with the
         standard for particulate matter in ss. 60.272a(a)(1). Reference Method
         5D, a sampling time of at least four (4) hours per run, and a sample
         volume of at least 160 dscf, are specified in ss. 60.275(e)(1).;

(4)      The minimum total time for visible emission ("VE") observations is
         three (3) hours (thirty (30, six (6)-minute-averages). Pursuant to ss.
         60.275a(e)(4), test runs shall be conducted concurrently to demonstrate
         compliance with ss. 60.272a(a)(1), (2), and (3), unless

- ----------
1 Facilities subject to NSPS, Subpart AA, should cross check monitoring
  requirements with 40 C.F.R. 60.274.


                                      -1-
<PAGE>


         inclement weather interferes. Therefore, VE observations using
         Reference Method 9 to determine compliance of the melt shop emissions
         with the opacity standard in ss. 60.272a(a)(3) and the control device
         emissions with the opacity standard in ss. 60.272a(a)(2) should be
         conducted for a minimum of three (3), sixty (60)-minute observation
         periods;

(5)      Nucor should record a fifteen (15)-minute average and establish a
         baseline for fifteen (15)-minute averages for furnace static pressure
         if meltshop opacity observations are not recorded in accordance with
         60.272a(a)(3); and

(6)      If the volumetric flow rates are recorded by Continuous Emission Rate
         Monitoring Systems (CERMS), paragraph (h) of ss. 60.13 of NSPS Subpart
         A, requires that the CERMS flow data must be reduced to 1-hour
         averages. An averaging time for the baseline value for flow through
         each separately ducted hood is not specified in NSPS Subpart AAa. As
         such, compliance with standard for shop opacity in ss. 60.272a(a)(3) is
         determined by a six (6)-minute average; whereas a one (1)-hour average
         is specified for the CERMS flow data in ss. 60.13(h). Therefore, each
         baseline value for the CERMS flow should be an 1-hour average. Each
         baseline value for CERMS flow should be established at a value which is
         less than the average reference method flow during the three (3) runs
         of the compliance tests for particulate matter. Nucor can, perhaps, use
         the data from relative accuracy tests to determine and justify the
         amount by which the baseline value for CERMS flow should be less than
         the average reference method flow during the compliance tests.

(7)      Before conducting the tests. Nucor should review with its contractor
         performing the tests the procedure for calculating isokinetic variation
         for Reference Method 5D. EPA can not accept results for particulate
         matter testing, and consequently the baseline values for furnace static
         pressure and volumetric flow rate, if the correctly calculated
         isokinetic variation is not within the specified range of 90% to 110%.


                                      -2-
<PAGE>

                                  Attachment 9









                                   [RESERVED]

<PAGE>

                                  Attachment 10
                                  -------------
                STATEMENT OF WORK FOR A RCRA FACILITY ASSESSMENT

I.       PURPOSE

A.       Purpose - The purpose of the RCRA Facility Assessment (RFA) is to
         compile existing information and to fill in any data gaps to determine
         whether past or present handling, storage, treatment, transportation or
         disposal of any solid waste and/or hazardous waste could result or may
         have resulted in releases to media that have the potential to threaten
         human health and/or the environment.

B.       Scope - the RFA consists of the following Tasks:

         1.       RFA Workplan

         2.       Preliminary Assessment Report

         3.       Sampling Visit

         4.       RFA Report

II.      RFA WORKPLAN - The RFA Workplan shall contain the following elements:

         A.       Introduction/Purpose:

                  The RFA is the first step in the corrective action program.
                  The purpose of the RFA is to obtain facility-specific
                  information as follows:

                  1.       Identify and gather information on releases or
                           potential releases from the facility;

                  2.       Evaluate and identify regulated units, Solid Waste
                           Management Units (SWMUs), and other Areas of Concern
                           (AOCs) for releases to all media;

                  3.       Make preliminary determinations regarding potential
                           or known releases of concern and the need for further
                           actions and interim measures at the facility; and

                                      -1-
<PAGE>

                  4.       Screen from further investigation those regulated
                           units and SWMUs which do not pose a threat to human
                           health or the environment.

         B.       Plan for Conducting the Preliminary Review:

                  1.       In conducting a Preliminary Review (PR), the
                           Respondent shall collect all pertinent information
                           regarding the facility from at least the following
                           State and EPA programs:

                            a.      RCRA

                            b.      Superfund

                            c.      Air

                            d.      TSCA

                            e.      Water

                  2.        It will be necessary to make prior arrangements with
                            each agency to review files, if any, for the
                            facility. In general, at least one (1) week's notice
                            is usually required in order to make the necessary
                            arrangements with staff to ensure that all files
                            that may be under staff review are returned to the
                            file area. It is the Respondent's responsibility to
                            ensure that all necessary arrangements are made with
                            the appropriate file clerk for each entity to review
                            the aforementioned files.

                  3.        Information shall also be collected from the United
                            States Geological Survey (USGS).

                  4.        Information shall also be collected from the US Fish
                            and Wildlife and State wildlife offices in regard to
                            the Endangered Species Act.

         C.       During the PR, the Respondent shall determine to the extent
                  possible:


                  1.        All known or possible SWMUs and identify them
                            regardless of whether the SWMUs (old, new or

                                      -2-
<PAGE>

                            existing) at the facility are currently, had been,
                            or may be releasing hazardous constituents to the
                            environment;

                  2.        Whether or not there are SWMUs (old, new or
                            existing) at the facility that are or may be
                            releasing hazardous constituents to the environment
                            including the extent of those releases;

                  3.        The need for immediate corrective measures and the
                            status of any prior corrective measures at this
                            facility;

                  4.        The focus of additional site investigation if
                            needed;

                  5.        The identification of wells within one mile of the
                            facility and any information on these wells
                            including depth, date of construction, type and
                            purpose of construction and any analytical data;
                            and,

                  6.        The need for a health assessment both on-site and
                            off-site.

         D.       Plan for Conducting the Visual Site Inspection:

                  The Respondent shall perform a Visual Site Inspection (VSI) to
                  verify existing SWMUs/AOCs and to observe and document any
                  additional SWMUs/AOCs and/or releases. The purpose of the VSI
                  is to:

                  1.        Identify all SWMUs/AOCs that pose no problem to
                            human health or the environment;

                  2.        Identify all SWMUs/AOCs which may present a threat
                            to human health or the environment;

                  3.        Gather evidence of releases sufficient to compel the
                            owner/operator to conduct additional investigation;

                  4.        Prioritize SWMUs/AOCs for further investigation; and

                                      -3-
<PAGE>

                  5.        Identify the scope of subsequent investigations or,
                            if needed, immediate corrective actions.

         The Respondent shall coordinate the VSI agenda with the Project
         Coordinator at least thirty (30) days before performing the VSI. The
         VSI shall be conducted in accordance with Chapters Three and Five
         through Nine of the RFA Guidance.

         E.       Plan for Conducting the Sampling Visit.

         If there are data gaps where a release cannot be determined, the
         Respondent shall develop and submit to the Project Coordinator a
         site-specific Sampling Plan for the Sampling Visit (SV). Upon approval
         of the Sampling Plan, Respondent shall implement the plan.

III.     Preliminary Assessment (PA) Report - Upon completion of the PR and VSI
         the Respondent shall develop a Preliminary Assessment (PA) report
         incorporating the results of the PR and VSI efforts. The PA report
         shall contain all items set forth in the RFA Guidance including, but
         not limited to, the completed attached checklist, a detailed map of the
         facility with all well locations, list of all SWMUs and AOCs
         (regardless of release potential), description of each well (if known),
         photographic log, photographs, site geology, etc. The PA Report will
         make recommendations as to whether or not additional sampling is
         necessary to confirm or deny the release of any hazardous waste or
         hazardous constituents from any particular SWMU at the facility. In
         developing the PA Report, the Respondent shall provide strong
         supportable evidence for a decision either for or against additional
         sampling to fill data gaps at the facility. The PA Report shall include
         the following:

         A.       All existing data that is pertinent to accomplishing the
                  objective of identifying all potential existing and closed
                  solid waste management units(SWMUs), areas of concern (AOCs)
                  and releases.

         B.       The data collected during the PR, including, at a minimum:

                                      -4-
<PAGE>

                  1.        The former and current land use(s) within the
                            facility boundaries and adjacent to the facility;

                  2.        The former and current owner(s) and/or operator(s);

                  3.        Former and current activities conducted, products
                            produced, and processes conducted on-site;

                  4.        Types and quantities of hazardous substances used
                            on- site (sources of this information include
                            manifests, inspections, MSDS, etc.);

                  5.        Types and quantities of hazardous wastes generated
                            at the facility;

                  6.        Former and current waste handling and disposal
                            practices;

                  7.        The location of all past and present SWMUs at the
                            facility, their dates of operation, wastes managed
                            in each SWMU, construction details, and actual or
                            potential releases of hazardous waste or hazardous
                            constituents from each SWMU; The description of each
                            SWMU and AOC in the PA Report shall include, but not
                            be limited to:


                            a.      Name of SWMU or AOC;

                            b.      Description of SWMU/AOC (including the
                                    location, construction details, physical
                                    description, etc.);

                            c.      Start-up and closure dates of operation;

                            d.      Waste managed;

                            e.      Release controls;

                            f.      Release history; and

                            g.      Photographs (including any in existence
                                    prior to the VSI).

                                      -5-
<PAGE>

                  8.       The location of all releases or potential releases of
                           hazardous waste or hazardous constituents from AOCs,
                           the date of release, and the volume of material
                           released;

                  9.       Status and types of permits obtained by the facility;

                  10.      Any existing analytical data for all media (soil,
                           sediment, groundwater, air, surface water, and
                           subsurface gas);

                  11.      Any wells at the facility;

                  12.      Depth to groundwater and direction of groundwater
                           flow at the facility;

                  13.      Identification and a description of all wells within
                           a one (1)-mile radius of the facility boundaries. The
                           description of each well shall include the depth of
                           the well, the date of construction, the type and
                           purpose of construction, and presentation of any
                           analytical data obtained from each well;

                  14.      The uses of groundwater within a one (1)-mile radius
                           of the facility boundaries;

                  15.      The nearest downgradient surface water body;

                  16.      Direction of surface water flow at the facility and
                           uses of surface water within five (5) downgradient
                           miles of the facility;

                  17.      Endangered, threatened, or migratory species and
                           critical habitats found in the area of the facility;

                  18.      Predominant wind direction; and

                  19.      Location of nearest residences, schools, and any
                           sensitive populations.

                                      -6-
<PAGE>

                  The Project Coordinator will review the PA report and its
                  recommendations. If supportable data of any release at the
                  facility exists and leaves no data gaps, then upon the Project
                  Coordinator's approval of the PA report, the Respondent shall
                  proceed to develop the final RFA report including the
                  incorporation of any Project Coordinator comments on the PA
                  Report. If there are data gaps, then Respondent shall conduct
                  a Sampling Visit (SV). Respondent must submit to the Project
                  Coordinator for review and approval a Sampling Plan before
                  conducting the SV.

IV.      Sampling Plan - Respondent shall submit to the Project Coordinator a
         draft site-specific Sampling Plan as described in Chapter Four of the
         RFA Guidance. The Sampling Plan shall include a QAPP prepared in
         accordance with EPA guidance. Respondent shall conduct the Sampling
         Visit in accordance with the approved Sampling Plan and Chapter Four
         through Nine of the RFA Guidance. Respondent shall coordinate the visit
         with the Project Coordinator at least thirty (30) days prior to the
         date of the SV.

V.       RFA Report - Respondent shall submit to the Project Coordinator a draft
         RFA Report incorporating the PR, VSI, and results of the SV. Respondent
         shall include, as appendices to the draft report, any supporting
         materials including, but not limited to, checklists, field notes,
         forms, letters, data, etc. The draft RFA report should be substituted
         for the PA report if no SV is conducted.


                                      -7-
<PAGE>

                          CHECKLIST AND SIGNATURE PAGE

_____    Completed in accordance with EPA Guidance

_____    Aerial photographs reviewed and information from them is incorporated
         into the submittal

_____    Historical operations and waste management practices investigated and
         incorporated into the submittal

_____    Summary/Table of Regulatory History that supports evidence of a release
         or potential release

_____    Figure illustrating surrounding land use

_____    Figure identifying each SWMU/AOC

_____    Figure illustrating surface water flow on- and off-site

_____    Figure illustrating groundwater flow direction

_____    Depth of groundwater stated

_____    Public and private wells identified within a one-mile radius of the
         facility

_____    Groundwater use within a one-mile radius of the facility

_____    SWMU/AOC summary table

_____    All statements, ideas, and recommendations substantiated with
         references

_____    Summary table of groundwater analytical data

_____    Summary table of soil analytical data including background analytical
         data

_____    Figure identifying sampling locations and sample identification numbers


                                      -8-
<PAGE>

                                  Attachment 11
                                  -------------
              SCOPE OF WORK FOR A RCRA FACILITY INVESTIGATION (RFI)

I.       PURPOSE

         A.       Purpose - The purpose of the RFI is to determine the nature
                  and extent of releases of hazardous waste or constituents from
                  regulated units, solid waste management units, and other
                  source areas such as areas of concern at the Facility and to
                  gather all necessary data to support the Corrective Measures
                  Study.

         B.       Scope - the RFI consists of the following tasks:

                  1.        RFI Workplan

                  2.        Facility Investigation

                  3.        Facility Investigation Analysis and RFI Report

                  4.        Laboratory and Bench-Scale Studies

                  5.        Periodic Reports

II.      RFI Workplan - The RFI Workplan(s) shall include the following:

         A.       Project Management Plan - The Project Management Plan shall
                  include a discussion of the technical approach, schedules,
                  budget, and personnel. The Project Management Plan shall also
                  include a description of qualifications of personnel
                  performing or directing the RFI, including contractor
                  personnel. This plan shall also document the overall
                  management approach to the RFI, and include a detailed
                  schedule for conducting the RFI.

         B.       Data Collection Quality Assurance Plan - The Data Collection
                  Quality Assurance Plan ("DCQAP") shall document all monitoring
                  procedures: sampling, field measurements and sample analysis
                  to be performed during the investigation to characterize the
                  environmental setting, source area(s), and contamination in
                  the source area(s), so as to ensure that all information and
                  data and resulting


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                  decisions are technically sound, statistically valid, and
                  properly documented. A source area may consist of a single
                  SWMU or AOC; or a group of SWMUs and AOCs which are
                  investigated together due to their proximity, design or other
                  common characteristic.

                  1.        Data Collection Strategy - The strategy section of
                            the Data Collection Quality Assurance Plan shall
                            include but not be limited to the following

                            a.      Description of the data quality objectives
                                    based upon the intended uses for the data,
                                    and the necessary level of precision and
                                    accuracy for these intended uses;

                            b.      Description of methods and procedures to be
                                    used to assess the precision, accuracy and
                                    completeness of the measurement data;

                            c.      Description of the rationale used to assure
                                    that the data accurately and precisely
                                    represent a characteristic of a population,
                                    parameter variations at a sampling point, a
                                    process condition or an environmental
                                    condition. Examples of factors which shall
                                    be considered and discussed include:

                                    (i)      Environmental conditions at the
                                             time of sampling;

                                    (ii)     Number of sampling points;

                                    (iii)    Representativeness of selected
                                             media; and

                                    (iv)     Representativeness of selected
                                             analytical parameters.

                            d.      Description of the locations, including
                                    their depiction on Facility map(s), of the
                                    sampling points. Include in the description
                                    any physical features that support the
                                    proposed sampling point location.

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                            e.      Description of the measures to be taken to
                                    assure that the following data sets
                                    generated after the effective date of this
                                    Order can be compared to each other:

                                    (i)      RFI data generated by the
                                             Respondent over some time period;

                                    (ii)     RFI data generated by an outside
                                             laboratory or consultant versus
                                             data generated by the Respondent;

                                    (iii)    Data generated by multiple
                                             consultants or laboratories; and

                                    (iv)     Data generated by an outside
                                             consultant or laboratory over some
                                             time period.

                             f.     Details relating to the schedule and
                                    information to be provided in quality
                                    assurance reports. The reports should
                                    include but not be limited to:

                                    (i)      Periodic assessment of measurement
                                             data accuracy, precision, and
                                             completeness;

                                    (ii)     Results of performance audits

                                    (iii)    Results of system audits;

                                    (iv)     Significant quality assurance
                                             problems and recommended solutions;
                                             and

                                    (v)      Resolutions of previously stated
                                             problems.

                            g.      Description of how the data will be
                                    determined to have met the data quality
                                    objectives in a, above.



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                  2.        Sampling - The sampling section of the Data
                            Collection Quality Assurance Plan shall discuss:

                            a.      Selecting appropriate sampling locations,
                                    depths, etc.;

                            b.      Providing a statistically sufficient number
                                    of sampling sites, such that a statistically
                                    valid comparison can be made between
                                    samples;

                            c.      Measuring all necessary ancillary data;

                            d.      Determining conditions under which sampling
                                    should be conducted;

                            e.      Determining which media are to be sampled
                                    (e.g. groundwater, air, soil, sediment,
                                    etc.);

                            f.      Determining which parameters are to be
                                    measured and where;

                            g.      Selecting the frequency of sampling and
                                    length of sampling period;

                            h.      Selecting the types of sample (e.g.,
                                    composites vs. grabs) and number of samples
                                    to be collected;

                            i.      Measures to be taken to prevent
                                    contamination of the sampling equipment and
                                    cross contamination between sampling points;

                            j.      Documenting field sampling operations and
                                    procedures, including:

                                    (i)      Documentation of procedures for
                                             preparation of reagents or supplies
                                             which become an integral part of
                                             the sample (e.g., filters, and
                                             adsorbing reagents);

                                    (ii)     Procedures and forms for recording
                                             the exact location and specific
                                             considerations associated with
                                             sample acquisition;

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                                    (iii)    Documentation of specific sample
                                             preservation methods;

                                    (iv)     Calibration of field devices;

                                    (v)      Collection of replicate samples

                                    (vi)     Submission of field -biased blanks,
                                             where appropriate;

                                    (vii)    Potential interferences present at
                                             the Facility;

                                    (viii)   Construction materials and
                                             techniques, associated with
                                             monitoring wells and piezometers;

                                    (ix)     Field equipment listing and sample
                                             containers;

                                    (x)      Sampling order; and

                                    (xi)     Decontamination procedures.

                            k.      Selecting appropriate sample containers;

                            l.      Sample preservation; and

                            m.      Chain-of-custody, including:

                                    (i)      Standardized field tracking and
                                             reporting forms to establish sample
                                             custody in the field prior to and
                                             during shipment; and

                                    (ii)     Pre -prepared forms containing
                                             information necessary for effective
                                             sample tracking.

                  3.       Field Measurements - The Field Measurements section
                           of the Data Collection Quality Assurance Plan shall
                           discuss:

                            a.      Selecting appropriate field measurement
                                    locations, depths, etc.;

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                            b.      Providing a statistically sufficient number
                                    of field measurements;

                            c.      Measuring all necessary ancillary data;

                            d.      Determining conditions under which field
                                    measurements should be conducted;

                            e.      Determining which media are to be addressed
                                    by appropriate field measurements (e.g.,
                                    groundwater, soil, sediment, etc.);

                            f.      Determining which parameters are to be
                                    measured and where;

                            g.      Selecting the frequency of field
                                    measurements and length of field measurement
                                    period; and

                            h.      Documenting field measurement operations and
                                    procedures, including:

                                     (i)     Procedures and forms for recording
                                             raw data and the exact location,
                                             time, and facility-specific
                                             considerations associated with the
                                             data acquisition

                                     (ii)    Calibration of field devices;

                                     (iii)   Collection of replicate
                                             measurements;

                                     (iv)    Submission of field -biased blanks,
                                             where appropriate;

                                     (v)     Potential interferences present at
                                             the Facility;

                                     (vi)    Construction materials and
                                             techniques associated with
                                             monitoring wells and piezometers
                                             used to collect field data;

                                     (vii)   Field equipment listing;

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                                     (viii)  Order in which field measurements
                                             were made; and

                                     (ix)    Decontamination procedures.

                  4.        Sample Analysis - The Sample Analysis section of the
                            Data Collection Quality Assurance Plan shall specify
                            the following:

                            a.      Chain-of-custody procedures, including:

                                    (i)      Definition of a responsible party
                                             to act as sample custodian at the
                                             laboratory facility authorized to
                                             sign for incoming field samples,
                                             obtain documents of shipments, and
                                             verify the data entered onto the
                                             sample custody records;

                                    (ii)     Provision for a laboratory sample
                                             custody log consisting of serially
                                             numbered standard lab -tracking
                                             report sheets; and

                                    (iii)    Specification of laboratory sample
                                             custody procedures for sample
                                             handling, storage, and dispersion
                                             for analysis.

                            b.      Sample storage procedures and storage times;

                            c.      Sample preparation methods;

                            d.      Analytical procedures, including:

                                    (i)      Scope and application of the
                                             procedure;

                                    (ii)     Sample matrix;

                                    (iii)    Potential interferences;

                                    (iv)     Precision and accuracy of the
                                             methodology; and

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                                    (v)      Method detection limits.

                            e.      Calibration procedures and frequency;

                            f.      Data reduction, validation and reporting;

                            g.      Internal quality control checks, laboratory
                                    performance and system audits and frequency,
                                    including:

                                    (i)      Method blank(s);

                                    (ii)     Laboratory control sample(s);

                                    (iii)    Calibration check sample(s);

                                    (iv)     Replicate sample(s);

                                    (v)      Matrix-spiked sample(s);

                                    (vi)     "Blind" quality control sample(s);

                                    (vii)    Control charts;

                                    (viii)   Surrogate samples;

                                    (ix)     Zero and span gases;

                                    (x)      Reagent quality control checks;

                                    (xi)     Preventative maintenance procedures
                                             and schedules;

                                    (xii)    Corrective action (for laboratory
                                             problems); and

                                    (xiii)   Sample turnaround time

         C.       Data Management Plan - The Data Management Plan shall document
                  and track investigation data and results. This plan shall
                  identify and set up data documentation materials and
                  procedures, project file requirements, and project related
                  progress reporting procedures and documents. The plan shall
                  also provide the format to be used to present the raw


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                  data and conclusions of the investigation in the Facility
                  Investigation Analysis and RFI Report .

                  1.        Data Record - The data record shall include the
                            following:

                            a.      Unique sample or field measurement code;

                            b.      Sampling or field measurement location and
                                    sample or measurement type;

                            c.      Sampling or field measurement raw data;

                            d.      Laboratory analysis ID number;

                            e.      Property or component measured; and

                            f.      Results of analysis (e.g., concentration).

                  2.        Tabular Displays - The following data shall be
                            presented in tabular displays:

                            a.      Unsorted (raw) data;

                            b.      Results for each medium, or for each
                                    constituent monitored;

                            c.      Data reduction for statistical analysis;

                            d.      Sorting of data by potential stratification
                                    factors (e.g., location, soil layer,
                                    topography); and

                            e.      Summary data.

                  3.        Graphical Displays - The following data shall be
                            presented in geographical formats (e.g., bar graphs,
                            line graphs, area or plan maps, isopleth plots,
                            cross-sectional plots or transects, three
                            dimensional graphs, etc.);

                            a.      Display sampling location and sampling
                                    grids;

                            b.      Indicate boundaries of sampling area and
                                    areas where more data are required;

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                            c.      Display levels of contamination at each
                                    sampling location;

                            d.      Display geographical extent of
                                    contamination;

                            e.      Display contamination levels, averages, and
                                    maxima;

                            f.      Illustrate changes in concentration in
                                    relation to distance from the source, time,
                                    depth or other parameters; and

                            g.      Indicate features affecting intramedia
                                    transport and show potential receptors.

                  4.        Previously generated data - Previously generated
                            data are not to be excluded from the RFI merely
                            because they were not collected using the procedures
                            and techniques described in the RFI Workplan.
                            However, the data management plan shall describe how
                            previously generated data will be evaluated against
                            the data quality objectives for the RFI and
                            qualified for the RFI report. The data management
                            plan shall also describe the documentation to be
                            included in the RFI report for such evaluation and
                            qualification of previously generated data.

         D.       Health and Safety Plan - The Respondent shall prepare a Health
                  and Safety Plan. The Health and Safety Plan is subject to
                  review and comment, but not approval, by EPA.

                  1.        Major elements of the Health and Safety Plan shall
                            include:


                            a.      Facility description including availability
                                    of resources such as roads, water supply,
                                    electricity and telephone service;

                            b.      Description of the known hazards and
                                    evaluation of the risks associated with the
                                    incident and with each activity conducted;

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                            c.      A listing of key personnel and alternates
                                    responsible for site safety, response
                                    operations, and for protection of public
                                    health;

                            d.      Delineation of work areas;

                            e.      Description of levels of protection to be
                                    worn by personnel in work areas;

                            f.      Establishment of procedures to control site
                                    access;

                            g.      Description of decontamination procedure for
                                    personnel and equipment;

                            h.      Establishment of site emergency procedures;

                            i.      Emergency medical care for injuries and
                                    toxicological problems;

                            j.      Description of requirements for an
                                    environmental surveillance program;

                            k.      Routine and special training required for
                                    responders; and

                  2.        Establishment of procedures for protecting
                            workers from weather-related problems.

                  3.        The facility Health and Safety Plan shall be
                            consistent with:

                            a.      NIOSH Occupational Safety and Health
                                    Guidance Manual for Hazardous Waste Site
                                    Activities (1985);

                            b.      EPA Order 1440.1 - Respiratory Protection;

                            c.      EPA Order 1440.3 - Health and Safety
                                    Requirements for Employees Engaged in Field
                                    Activities;

                            d.      Facility Contingency Plan;

                            e.      EPA Standard Operating Safety Guide (1984);


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                            f.      OSHA regulations particularly in 29 CFR 1910
                                    and 1926;

                            g.      State and local regulations; and

                            h.      Other EPA guidance as provided.

                  E.        Community Relations Plan - The Respondent shall
                            prepare a plan for the dissemination of information
                            to the public regarding investigation activities and
                            results.

III.     Facility Investigation - The Facility Investigation for the RFI shall
         include those investigations necessary to: characterize the Facility
         (Environmental Setting); define the source area(Source
         Characterization); define the degree and extent of contamination in
         source areas (Contamination Characterization); and identify actual or
         potential receptors of source area contamination. A source area may
         consist of a single SWMU or AOC; or a group of SWMUs and AOCs which are
         investigated together due to their proximity, design or other common
         characteristic. The investigations should result in data of adequate
         technical quality to support the development and evaluation of a
         corrective measure alternative or alternatives during the Corrective
         Measures Study. All sampling and analyses shall be conducted in
         accordance with the Data Collection Quality Assurance Plan. All
         sampling locations shall be documented in a log and identified on a
         detailed site map.

         A.       Environmental Setting - The Facility Investigation of RFI
                  shall collect information to supplement and verify existing
                  information on the environmental setting at the Facility and
                  characterize the following:

                  1.        Hydrogeology - The RFI shall evaluate hydrogeologic
                            conditions at the Facility and provide the following
                            information:

                            a.      A description of the regional and facility
                                    specific geologic and hydrogeologic
                                    characteristics affecting groundwater flow
                                    beneath the Facility, including:


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                                    (i)      Regional and facility specific
                                             stratigraphy: description of strike
                                             and dip, identification of
                                             stratigraphic contacts;

                                    (ii)     Structural geology: description of
                                             local and regional structural
                                             features (e.g. folding, faulting,
                                             tilting, jointing, etc.);

                                    (iii)    Depositional history;

                                    (iv)     Identification and characterization
                                             of areas and amounts of recharge
                                             and discharge;

                                    (v)      Regional and facility specific
                                             ground water flow patterns; and

                                    (vi)     Characterize seasonal variations in
                                             the ground water flow regime.

                            b.      An analysis of any topographic features that
                                    might influence the ground water flow
                                    system.

                            c.      Based on field data, test, and cores, a
                                    representative and accurate classification
                                    and description of the hydrogeologic units
                                    which may be part of the migration pathways
                                    at the Facility (i.e., the aquifers and any
                                    intervening saturated and unsaturated
                                    units), including:

                                    (i)      Hydraulic conductivity and porosity
                                             (total and effective);

                                    (ii)     Lithology, grain size, sorting,
                                             degree of cementation;

                                    (iii)    An interpretation of hydraulic
                                             interconnections between saturated
                                             zones; and

                                    (iv)     The attenuation capacity and
                                             mechanisms of the natural earth

                                      -13-
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                                             materials (i.e., ion exchange
                                             capacity, organic carbon content,
                                             mineral content, etc.).

                            d.      Based on field studies and cores, structural
                                    geology and hydrogeologic cross-sections
                                    showing the extent (depth, thickness,
                                    lateral extent) of hydrogeologic units which
                                    may be part of the migration pathways
                                    identifying:

                                    (i)      Sand and gravel deposits in
                                             unconsolidated deposits;

                                    (ii)     Zones of fracturing or channeling
                                             in consolidated or unconsolidated
                                             deposits;

                                    (iii)    Zones of higher or lower
                                             permeability that might direct and
                                             restrict the flow of contaminants;

                                    (iv)     The uppermost aquifer: geologic
                                             formation, group of formations, or
                                             part of a formation capable of
                                             yielding a significant amount of
                                             ground water to wells or springs;
                                             and

                                    (v)      Water-bearing zones above the first
                                             confining layer that may serve as a
                                             pathway for contaminant migration
                                             including perched zones of
                                             saturation.

                            e.      Based on data obtained from groundwater
                                    monitoring wells and piezometers installed
                                    upgradient and downgradient of the potential
                                    contaminant source, a representative
                                    description of water level or fluid pressure
                                    monitoring including:

                                    (i)      Water level contour and/or
                                             potentiometric maps;

                                    (ii)     Hydrologic cross-sections showing
                                             vertical gradients;

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                                    (iii)    The flow system, including the
                                             vertical and horizontal components
                                             of flow; and

                                    (iv)     Any temporal changes in hydraulic
                                             gradients, (e.g., seasonal
                                             influences).

                            f.      A description of man-made influences that
                                    may affect the hydrogeology of the site,
                                    identifying:

                                    (i)      Active and inactive local
                                             water-supply and production wells
                                             with an approximate schedule of
                                             pumping; and

                                    (ii)     Man-made hydraulic structures
                                             (pipelines, French drains, ditches,
                                             unlined ponds, septic tanks, NPDES
                                             outfalls, retention areas, etc.).

                  2.        Soils - The RFI shall characterize the soil and rock
                            units above the water table in the vicinity of the
                            contaminant release(s). Such characterization may
                            include but not be limited to, the following
                            information:

                            a.      SCS soil classification;

                            b.      Surface soil distribution;

                            c.      Soil profile, including ASTM classification
                                    of soils;

                            d.      Transects of soil stratigraphy;

                            e.      Hydraulic conductivity (saturated and
                                    unsaturated);

                            f.      Relative permeability;

                            g.      Bulk density;

                            h.      Porosity;

                            i.      Soil sorptive capacity;


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                            j.      Cation exchange capacity (CEC);

                            k.      Soil organic content;

                            l.      Soil pH;

                            m.      Particle size and distribution;

                            n.      Depth of water table;

                            o.      Moisture content;

                            p.      Effect of stratification on unsaturated
                                    flow;

                            q.      Infiltration;

                            r.      Evapotranspiration;

                            s.      Storage capacity;

                            t.      Vertical flow rate; and

                            u.      Mineral content.

                  3.        Surface Water and Sediment - The RFI shall
                            characterize the surface water bodies in the
                            vicinity of the Facility. Such characterization
                            shall include, but not be limited to, the following
                            activities and information:

                            a.      Description of the temporal and permanent
                                    surface-water bodies including:

                                    (i)      For impoundments: location,
                                             elevation, surface area, depth,
                                             volume, freeboard, and purpose of
                                             the impoundment.

                                    (ii)     For streams, ditches, drains,
                                             swamps and channels: location,
                                             elevation, flow, velocity, depth,
                                             width, seasonal fluctuations, and
                                             flooding tendencies (i.e., 100 year
                                             event);

                                    (iii)    Drainage patterns; and


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                                    (iv)     Evapotranspiration.

                            b.      Description of the chemistry of the natural
                                    surface water and sediments. This includes
                                    determining the pH, total dissolved solids,
                                    total suspended solids, biological oxygen
                                    demand, alkalinity, conductivity, dissolved
                                    oxygen profiles, nutrients, chemical oxygen
                                    demand, total organic carbon, specific
                                    contamination concentrations, etc.

                            c.      Description of sediment characteristics
                                    including:

                                    (i)      Deposition area;

                                    (ii)     Thickness profile; and

                                    (iii)    Physical and chemical parameters
                                             (e.g., grain size, density, organic
                                             carbon content, ion exchange
                                             capacity, pH, etc.).

                  4.        Air - The Facility Investigation of the RFI shall
                            characterize the climate in the vicinity of the
                            Facility. Such information shall include, but not be
                            limited to:

                            a.      A description of the following parameters:

                                    (i)      Annual and monthly rainfall
                                             averages;

                                    (ii)     Monthly temperature averages and
                                             extremes;

                                    (iii)    Wind speed and direction;

                                    (iv)     Relative humidity/dew point;

                                    (v)      Atmospheric pressure;

                                    (vi)     Evaporation data;

                                    (vii)    Development of inversions; and

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                                    (viii)   Climate extremes that have been
                                             known to occur in the vicinity of
                                             the Facility, including frequency
                                             of occurrence.

         B.       Source Characterization - The Facility Investigation of the
                  RFI shall collect analytical data to adequately characterize
                  contamination from each source area for the wastes and the
                  areas where wastes have been placed, collected or removed
                  therein including: type; quantity; physical form; disposition;
                  and any facility characteristics which may affect their
                  release. A source area may consist of a single SWMU or AOC; or
                  a group of SWMUs and AOCs which are investigated together due
                  to their proximity, design or other common characteristic.
                  This shall include quantification of the following specific
                  characteristics, at each source area:

                  1.        Source Area Characteristics:

                            a.      Location of unit(s)/disposal(s) in the
                                    source area;

                            b.      Type of unit(s)/disposal(s) in the source
                                    area;

                            c.      Design features of unit(s)/disposal(s) in
                                    the source area;

                            d.      Operating practices (past and present)of
                                    unit(s)/disposal(s) in the source area;

                            e.      Period of operation of unit(s)/disposal(s)
                                    in the source area;

                            f.      Age of unit(s)/disposal(s) in the source
                                    area;

                            g.      General physical condition of
                                    unit(s)/disposal(s) in the source area; and

                            h.      Method used to close the unit(s)/disposal(s)
                                    in the source area.

                  2.        Waste Characteristics:

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                            a.      Type of waste placed in the
                                    unit(s)/disposal(s) in the source area;

                                    (i)      Hazardous waste classification,
                                             e.g. ignitable, corrosive, toxicity
                                             characteristic (TCLP) listing;

                                    (ii)     Quantity of waste per unit or
                                             disposal area; and

                                    (iii)    Chemical composition.

                            b.      Physical and chemical characteristics;

                                    (i)      Physical form (solid, liquid, gas);

                                    (ii)     Physical description (e.g. powder,
                                             oily sludge);

                                    (iii)    Temperature;

                                    (iv)     pH;

                                    (v)      General chemical class (e.g., acid,
                                             base, solvent);

                                    (vi)     Molecular weight;

                                    (vii)    Density;

                                    (viii)   Boiling point;

                                    (ix)     Viscosity;

                                    (x)      Solubility in water;

                                    (xi)     Cohesiveness of the waste;

                                    (xii)    Vapor pressure; and

                                    (xiii)   Flash point.

                            c.      Migration and dispersal characteristics of
                                    the waste;


                                      -19-
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                                    (i)      Sorption;

                                    (ii)     Biodegrability, biotransformation;

                                    (iii)    Photodegradation rates;

                                    (iv)     Hydrolysis rates; and

                                    (v)      Chemical transformation,
                                             particularly decomposition
                                             products.

         C.       Contamination Characterization - The Facility Investigation of
                  the RFI shall collect analytical data on groundwater, soils,
                  surface water, and sediment contamination in the vicinity of
                  the Facility. This data shall be sufficient to define the
                  extent, origin, direction, and rate of movement of contaminant
                  plumes on-site and off-site. Data shall include time and
                  location of sampling, media sampled, concentrations found,
                  conditions during sampling, and the identity of the
                  individuals performing the sampling and analysis. The Facility
                  Investigation of the RFI shall address the following types of
                  contamination at the Facility:

                  1.        Groundwater Contamination - A Groundwater
                            Investigation to characterize any plumes of
                            contamination at the Facility. This investigation at
                            a minimum will provide the following information:

                            a.      A description of the horizontal and vertical
                                    extent of any immiscible or dissolved
                                    plume(s) originating from the Facility;

                            b.      The horizontal and vertical direction of
                                    contamination movement;

                            c.      The velocity of contaminant movement;

                            d.      The horizontal and vertical concentration
                                    profiles of 40 C.F.R. Part 261, Appendix
                                    VIII constituents in the plume(s) which are
                                    reasonably expected to be present in any
                                    hazardous waste or hazardous waste

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                                    constituents managed at the Facility. The
                                    Appendix VIII constituents to be profiled
                                    must include potential degradation products;

                            e.      An evaluation of factors influencing the
                                    plume movement; and

                            f.      An extrapolation of future contaminant
                                    movement.

                  2.        Soil Contamination - An investigation to
                            characterize the contamination of soil and rock
                            units above the water table in the vicinity of the
                            contaminant release. The investigation shall provide
                            the following information:

                            a.      A description of the horizontal and vertical
                                    extent of contamination;

                            b.      A description of contaminant and soil
                                    chemical properties within the contaminant
                                    source area and plume, including contaminant
                                    concentration, solubility, speciation,
                                    adsorption, leachability, exchange capacity,
                                    biodegrability, hydrolysis, photolysis,
                                    oxidation and other factors that might
                                    affect contaminant migration and
                                    transformation.

                            c.      Specific contaminant concentrations;

                            d.      The velocity and direction of contaminant
                                    movement; and

                            e.      An extrapolation of future contaminant
                                    movement.

                  3.        Surface Water and Sediment Contamination - An
                            investigation to characterize contamination in
                            surface water bodies in the area of the Facility
                            resulting from contaminant releases at the Facility.
                            The investigation shall include, but not be limited
                            to, the following information:

                                      -21-
<PAGE>

                            a.      A description of the horizontal and vertical
                                    extent of any immiscible or dissolved
                                    plume(s) originating from the Facility, and
                                    the extent of contamination in underlying
                                    sediments;

                            b.      The horizontal and vertical direction of
                                    contaminant movement;

                            c.      The contaminant velocity;

                            d.      An evaluation of the physical, biological
                                    and chemical factors influencing contaminant
                                    movement;

                            e.      An extrapolation of future contaminant
                                    movement; and

                            f.      A description of the chemistry of the
                                    contaminated surface waters and sediments,
                                    including pH, total dissolved solids,
                                    specific contaminant concentrations, etc.

         The Respondent shall document the procedures used in making the above
         determinations.

         D.       Potential Receptors - The Facility Investigation of the RFI
                  shall collect data describing the human populations and
                  environmental systems that are susceptible to contaminant
                  exposure from the Facility. The following characteristics
                  shall be identified:

                  1.        Current local uses and possible future uses of
                            ground-water:

                            a.      Type of use (e.g., drinking water source,
                                    municipal or residential, agricultural,
                                    domestic/non-potable, and industrial); and

                            b.      Location of groundwater users including
                                    wells and discharge areas.

                  2.        Current local uses and possible future uses of
                            surface waters draining the Facility:


                                      -22-
<PAGE>

                            a.      Domestic and municipal (e.g., potable and
                                    lawn/gardening watering);

                            b.      Recreational (e.g., swimming, fishing);

                            c.      Agricultural;

                            d.      Industrial; and

                            e.      Environmental (e.g., fish and wildlife
                                    propagation).

                  3.        Human use of or access to the Facility and adjacent
                            lands, including:

                            a.      Recreation;

                            b.      Hunting;

                            c.      Residential;

                            d.      Commercial; and

                            e.      Zoning.

                  4.        A brief description of the biota in surface water
                            bodies on, adjacent to, or affected by the Facility.

                  5.        A brief description of the ecology overlying and
                            adjacent to the Facility.

                  6.        A brief description of any endangered or threatened
                            species at or near the Facility.

                  7.        A description of any endangered or threatened
                            species near the Facility.

IV.      Facility Investigation Analysis and RFI Report ("RFI Report") - A RFI
         Report shall be submitted for the facility. The RFI Report may be
         submitted separately for one or more operable units. Each report
         submitted shall include all information necessary to support the
         determination of the nature and extent of releases of hazardous waste
         or constituents from each source area and to support the Corrective
         Measures Study for the


                                      -23-
<PAGE>

         respective operable unit(s). A source area may consist of a single SWMU
         or AOC; or a group of SWMUs and AOCs which are investigated together
         due to their proximity, design or other common characteristic. The RFI
         Report shall include analyses and summary of all facility
         investigations and their results. The objective of this task shall be
         to ensure that the investigation data are sufficient in quality (e.g.,
         quality assurance procedures have been followed) and quantity to
         describe the nature and extent of contamination in the source area(s),
         the potential threat to human health and/or the environment from that
         contamination, and to support the Corrective Measures Study.

         The RFI Report shall contain a history and description of ownership and
         operation, solid and hazardous waste generation, treatment, storage and
         disposal activities at the Facility at each source area.
         Specifically, it shall provide;

                  1.        Approximate dates and periods of past product and
                            waste spills, identification of the materials
                            spilled, the amount spilled, the location where
                            spilled, and a description of the response actions
                            conducted (local, state, or federal response units
                            or private parties), including any inspection
                            reports or technical reports generated as a result
                            of the response; and

                  2.        Maps depicting the following:

                            a.      General geographic location;

                            b.      Property lines, with the owners of all
                                    adjacent property clearly indicated;

                            c.      Topography (with a contour interval
                                    sufficient to depict the following
                                    features), and surface drainage depicting
                                    all waterways, wetlands, floodplains,
                                    recharge areas, water features, drainage
                                    patterns, and surface-water containment
                                    areas within a two mile radius of the
                                    Facility;

                                      -24-
<PAGE>

                            d.      All tanks, buildings, utilities, paved areas
                                    and other physical and structural features
                                    of the Facility, as well as easements and
                                    rights-of-way held by persons other than
                                    Respondent at the Facility;

                            e.      All source areas investigated showing SWMUs
                                    and AOCs including hazardous waste
                                    management units used for treatment, storage
                                    or disposal at the Facility, including both
                                    those areas which are currently in use and
                                    those used in the past;

                            f.      All underground tanks and pipes at the
                                    Facility used for product, water or waste,
                                    including both those tanks and pipes which
                                    are currently being used and those used in
                                    the past;

                            g.      Surrounding land uses (i.e., the manner in
                                    which the land is currently being used, such
                                    as whether the land is used for residential,
                                    commercial, agricultural, recreational
                                    purposes); and

                            h.      The location of all production and
                                    groundwater monitoring wells, municipal and
                                    residential groundwater wells within a two
                                    mile radius of the Facility. The location of
                                    all such wells shall be clearly identified
                                    on the map and information provided as to
                                    the elevations of the ground level at the
                                    well and the top of the casing. All maps
                                    shall be of consistent scale and include the
                                    following:

                                    (i)      map scale and date;

                                    (ii)     surface water, including
                                             intermittent streams;

                                    (iii)    orientation of map (north arrow);

                                    (iv)     legal boundaries of the hazardous
                                             waste management facility;

                                      -25-
<PAGE>

                                    (v)      access control (fences, gates); and

                                    (vi)     location of operations units within
                                             the hazardous waste management
                                             facility site, where hazardous
                                             waste is (or will be) treated,
                                             stored or disposed (including
                                             equipment cleanup areas). All maps
                                             will be of sufficient detail and
                                             accuracy to locate and report all
                                             current and future work performed
                                             at the Facility.

         B.       Data Analysis - The RFI Report shall include an analysis of
                  all facility investigation data to document the type and
                  extent, both horizontal and vertical, of contamination in
                  environmental media from each source area at the Facility
                  including any identifiable hot spots or sources of
                  contamination and their migration pathways. A source area may
                  consist of a single SWMU or AOC; or a group of SWMUs and AOCs
                  which are investigated together due to their proximity, design
                  or other common characteristic. The RFI Report shall include a
                  description of the extent of contamination
                  (qualitative/quantitative) in relation to background levels
                  indicative of the area where the facility is located, as well
                  as indicate the level of certainty of its conclusions. The RFI
                  Report shall include the following graphical data
                  presentations (e.g., bar graphs, line graphs, area or plan
                  maps, isopleth plots, cross -sectional plots or transects,
                  three dimensional graphs, etc.). The RFI Report shall include
                  an analysis of all data included to determine the rate and
                  extent of contaminants meets the data quality objectives of
                  the RFI. The RFI Report shall include an analysis of all data
                  to be used in the CMS also meet the data quality objectives of
                  the RFI. It shall also:

                  1.        Display sampling locations and sampling grids;

                  2.        Indicate boundaries of sampling area and areas where
                            more data are required;

                                      -26-
<PAGE>

                  3.        Display levels of contamination at each sampling
                            location;

                  4.        Display geographically the extent of contamination;

                  5.        Display contamination levels, averages, and maxima;

                  6.        Illustrate changes in concentration in relation to
                            distance from the source, time, depth or other
                            parameters; and

                  7.        Indicate features affecting intramedia transport and
                            show potential receptors.

         C.       Protection Standards - The RFI Report shall identify all
                  relevant and applicable standards for the protection of human
                  health and the environment (e.g., National Ambient Air Quality
                  Standards, Federally -approved state water quality standards,
                  etc.).

V.       Laboratory and Bench Scale Studies - The Respondent shall conduct
         laboratory and/or bench scale studies to determine the applicability of
         a corrective measure technology or technologies to facility conditions.
         The Respondent shall analyze the technologies, based on literature
         review, vendor contacts, and past experience to determine the testing
         requirements.

         The Respondent shall develop a testing plan identifying the type(s) and
         goal(s) of the study(ies), the level of effort needed, and the
         procedures to be used for data management and interpretation.

         Upon completion of the testing, the Respondent shall evaluate the
         testing results to assess the technology or technologies with respect
         to the site -specific questions identified in the test plan.

         The Respondent shall include in the RFI Report a summary of the testing
         program and its results, both positive and negative.

                                      -27-
<PAGE>

VI.      Periodic Reports

         Periodic Reports will be submitted as required by the Order.



                                      -28-
<PAGE>

                                  Attachment 12
                                  -------------
               SCOPE OF WORK FOR A CORRECTIVE MEASURES STUDY (CMS)

I.       PURPOSE

The purpose of the Corrective Measure Study (CMS) is to develop and evaluate the
corrective action alternative or alternatives and to recommend the corrective
measure or measures to be taken at Respondent's facility. The Respondent will
furnish the personnel, materials, and services necessary to prepare the
corrective measure study, except as otherwise specified.

         A.       SCOPE - The Corrective Measure Study consists of the following
                  tasks:

                  1.        Evaluation of the Corrective Measure Alternative or
                            Alternatives

                  2.        Justification and Recommendation of the Corrective
                            Measure or Measures

                  3.        CMS Report

                  4.        Periodic Reports

II.      Evaluation of the Corrective Measure Alternative or Alternatives

         The following criteria shall be used to evaluate each corrective
         measure alternative and its components that are evaluated for the CMS
         Report based on technical, environmental, human health and
         institutional concerns. The evaluation shall also include a cost
         estimate for each corrective measure.

         A.       Technical, Environmental, Human Health, and Institutional
                  Factors

                  1.        Technical

                            a.      Performance - The Respondent shall evaluate
                                    performance based on the effectiveness and
                                    useful life of the corrective measure:


                                      -1-
<PAGE>

                                    (i)      Effectiveness shall be evaluated in
                                             terms of ability to perform
                                             intended functions, such as
                                             containment, diversion, removal,
                                             destruction, or treatment. The
                                             effectiveness of each corrective
                                             measure shall be determined either
                                             through design specifications or by
                                             performance criteria. Any specific
                                             waste or site characteristics which
                                             could potentially impede
                                             effectiveness shall be considered.
                                             The evaluation should also consider
                                             the effectiveness of combinations
                                             of technologies; and,

                                    (ii)     Useful life is defined as the
                                             length of time the level of
                                             effectiveness can be maintained.
                                             Most corrective measure
                                             technologies, with the exception of
                                             destruction, deteriorate with time.
                                             Often, deterioration can be slowed
                                             through proper system operation and
                                             maintenance, but the technology
                                             eventually may require replacement.
                                             Each corrective measure shall be
                                             evaluated in terms of the projected
                                             service lives of its component
                                             technologies. Resource availability
                                             in the future life of the
                                             technology, as well as
                                             appropriateness of the
                                             technologies, must be considered in
                                             estimating the useful life of the
                                             project.

                            b.      Reliability - The reliability of each
                                    corrective measure shall be evaluated
                                    including its operation and maintenance
                                    requirements and its demonstrated
                                    reliability:

                                    (i)      Operations and maintenance
                                             requirements include the frequency
                                             and complexity of necessary
                                             operation and

                                      -2-
<PAGE>

                                             maintenance. Technologies requiring
                                             frequent or complex operation and
                                             maintenance activities should be
                                             regarded as less reliable than
                                             technologies requiring little or
                                             straightforward operation and
                                             maintenance. The availability of
                                             labor and materials to meet these
                                             requirements shall also be
                                             considered; and

                                    (ii)     Demonstrated and expected
                                             reliability is a way of measuring
                                             the risk and effect of failure. The
                                             Respondent should evaluate whether
                                             the technologies have been used
                                             effectively under analogous
                                             conditions; whether the combination
                                             of technologies have been used
                                             together effectively; whether
                                             failure of any one technology has
                                             an immediate impact on receptors;
                                             and whether the corrective measure
                                             has the flexibility to deal with
                                             uncontrollable changes at the site.

                            c.      Implementability - The Respondent shall
                                    evaluate the implementability of each
                                    corrective measure including the relative
                                    ease of installation (constructability) and
                                    the time required to achieve a given level
                                    of response:

                                    (i)      Constructability is determined by
                                             the conditions both internal and
                                             external to the facility conditions
                                             and include such items as location
                                             of underground utilities, depth to
                                             the water table, heterogeneity of
                                             subsurface materials, and location
                                             of the facility (i.e., remote
                                             location vs. congested urban area).
                                             The Respondent shall evaluate what
                                             measures can be

                                      -3-
<PAGE>

                                             taken to facilitate construction
                                             under these conditions. External
                                             factors which affect implementation
                                             include the need for special
                                             permits or agreements, equipment
                                             availability, and the location of
                                             suitable off-site treatment or
                                             disposal facilities; and

                                    (ii)     Time has two components that shall
                                             be addressed: the time it takes to
                                             implement a corrective measure and
                                             the time it takes to actually see
                                             beneficial results. Beneficial
                                             results are defined as the
                                             reduction of contaminants to some
                                             acceptable, pre-established level.

                            d.      Safety - The Respondent shall evaluate each
                                    corrective measure alternative with regard
                                    to safety. This evaluation shall include
                                    threats to the safety of nearby communities
                                    and environments as well as those workers
                                    during implementation. Factors to consider
                                    are fire, explosion, and exposure to
                                    hazardous substances.

                  2.        Environmental - The Respondent shall conduct an
                            environmental assessment for each alternative
                            focusing on the facility conditions and pathways of
                            contamination actually addressed by each
                            alternative. The environmental assessment for each
                            alternative shall include, at a minimum, an
                            evaluation of: the short- and long-term beneficial
                            and adverse effects on environmentally sensitive
                            areas and an analysis of measures to mitigate
                            adverse effects.

                  3.        Human Health - The Respondent shall assess each
                            alternative in terms of the extent to which it
                            mitigates short- and long-term potential exposure to
                            any residual contamination and protects human health
                            both during and after implementation of the
                            corrective measure. The assessment shall consider
                            the levels and


                                      -4-
<PAGE>

                            characterizations of contaminants on-site, potential
                            exposure routes, and potentially affected
                            populations. Each alternative shall be evaluated to
                            determine the level of exposure to contaminants and
                            the reduction over time. For management of
                            mitigation measures, the relative reduction of
                            impact will be determined by comparing residual
                            levels of each alternative with existing criteria,
                            standards, or guidelines acceptable to EPA.

                  4.        Institutional - The Respondent shall assess relevant
                            institutional needs for each alternative, including
                            the effects of Federal, state and local
                            environmental and public health standards,
                            regulations, guidance, advisories, ordinances, or
                            community relations on the design, operation, and
                            timing of each alternative.

                  5.        Other - The Respondent may evaluate such other
                            factors as may be relevant in the selection of the
                            corrective measure(s), if any, for the facility.

         B.       Cost Estimate

                  The Respondent shall develop an estimate of the cost of each
                  corrective measure alternative (and for each phase or segment
                  of the alternative). The cost estimate shall include both
                  capital and operation and maintenance costs.

                  1.        Capital costs consist of direct (construction) and
                            indirect (nonconstruction and overhead) costs.

                            a.      Direct capital costs include:

                                    (i)      Construction costs, i.e., costs of
                                             materials, labor, and equipment
                                             required to install the corrective
                                             measure;

                                      -5-
<PAGE>

                                    (ii)     Equipment costs, i.e., costs of
                                             treatment, containment, disposal
                                             and/or service equipment necessary
                                             to implement the corrective action;

                                    (iii)    Land and site development costs,
                                             i.e., expenses associated with the
                                             purchase of land and development of
                                             existing property; and

                                    (iv)     Buildings and services costs, i.e.,
                                             costs of process and nonprocess
                                             buildings, utility connections,
                                             purchased services, and disposal
                                             costs.

                            b.      Indirect capital costs include:

                                    (i)      Engineering expenses, i.e., costs
                                             of administration, design,
                                             construction supervision, drafting,
                                             and testing of corrective measure
                                             alternatives;

                                    (ii)     Legal fees and license or permit
                                             costs, i.e., administrative and
                                             technical costs necessary to obtain
                                             licenses and permits for
                                             installation and operation;

                                    (iii)    Startup and shakedown costs, i.e.,
                                             costs incurred during corrective
                                             measure startup; and

                                    (iv)     Contingency allowances, i.e., funds
                                             to cover costs resulting from
                                             unforeseen circumstances, such as
                                             adverse weather conditions,
                                             strikes, and inadequate facility
                                             characterization.

                  2.        Operation and Maintenance costs are
                            post-construction costs necessary to ensure
                            continued effectiveness of a corrective measure. The
                            Respondent shall consider the following operation
                            and maintenance cost components:

                                      -6-
<PAGE>

                            a.      Operating labor costs, i.e., wages,
                                    salaries, training, overhead, and fringe
                                    benefits associated with the labor needed
                                    for post-construction operations;

                            b.      Maintenance materials and labor costs, i.e.,
                                    costs for labor, parts, and other resources
                                    required for routine maintenance of
                                    facilities and equipment;

                            c.      Auxiliary materials and energy, i.e., costs
                                    of such items as chemicals and electricity
                                    for treatment plant operations, water, sewer
                                    service, and fuel;

                            d.      Purchased services, i.e., sampling costs,
                                    laboratory fees, and professional fees for
                                    which the need can be predicted;

                            e.      Disposal and treatment costs, i.e., costs of
                                    transporting, treating, and disposing of
                                    waste materials, such as treatment plant
                                    residues, generated during operations;

                            f.      Administrative costs, i.e., costs associated
                                    with administration of corrective measure
                                    operation and maintenance not included under
                                    other categories;

                            g.      Insurance, taxes, and licensing costs, i.e.,
                                    costs of such items as liability and sudden
                                    accidental insurance; real estate taxes on
                                    purchased land or rights-of-way, licensing
                                    fees for certain technologies, and permit
                                    renewal and reporting costs;

                            h.      Maintenance reserve and contingency funds,
                                    i.e., annual payments into escrow funds to
                                    cover (1) costs of anticipated replacement
                                    or rebuilding of equipment and (2) any large
                                    unanticipated operation and maintenance
                                    costs; and

                            i.      Other costs, i.e., items that do not fit any
                                    of the above categories.

                                      -7-
<PAGE>

III.     Justification and Recommendation of the Corrective Measure or Measures


         The CMS Report shall include Respondent's recommendation, with
         justification, of the appropriate corrective measure alternative based
         upon the evaluation of the remedial alternatives. This recommendation
         shall include summary tables which allow comparisons of the alternative
         or alternatives to be easily understood. Tradeoffs among health risks,
         environmental effects, and other pertinent factors shall be
         highlighted.

IV.      CMS Report

         The CMS Report shall present the results of the evaluation of the
         corrective measure alternatives and of the justification and
         recommendation of the corrective measure(s) and include the recommended
         corrective measure alternative. The CMS Report shall include:

         A.       The CMS Report shall contain an update to the information
                  describing the current conditions at the facility and the
                  known nature and extent of contamination as documented by the
                  RFI Report. It shall also include a facility-specific
                  statement of the purpose for the response measures, based on
                  the results of the RFI. The statement of purpose should
                  identify the actual or potential exposure pathways that should
                  be addressed by corrective measures.

         B.       The CMS Report shall include a statement of the corrective
                  action objectives and an explanation of the basis for these
                  objectives in terms of the following criteria:

                  1.        Public health and environmental protection;

                  2.        Information gathered during the RFI;

                  3.        EPA Guidance; and

                  4.        The requirements of any applicable Federal statutes.



                                      -8-
<PAGE>

                  At a minimum, all corrective actions concerning groundwater
                  releases from regulated units must be consistent with, and as
                  stringent as, those required under 40 C.F.R. 264.100.

         C.       The CMS Report shall include the initial screening of
                  corrective measure technologies used to eliminate those
                  technologies which have severe limitations for a given set of
                  waste and site-specific conditions or which have inherent
                  technology limitations. The CMS Report shall include a
                  detailed description of how each of these technologies compare
                  with the criteria set forth below and shall identify those
                  technologies that, based on these criteria, are infeasible to
                  implement, that rely on technologies unlikely to perform
                  satisfactorily or reliably, or that would not achieve the
                  corrective measure objective within a reasonable time period.
                  The criteria are as follows:

                  1.        Site Characteristics-- Site data should be reviewed
                            to identify conditions that may limit or promote the
                            use of certain technologies. Technologies the use of
                            which are clearly precluded by site characteristics
                            should be eliminated from further consideration.

                  2.        Waste Characteristics-- Identification of waste
                            characteristics that limit the effectiveness or
                            feasibility of technologies is an important part of
                            the screening process. Technologies clearly limited
                            by these waste characteristics should be eliminated
                            from consideration.

                  3.        Technology Limitations-- During the screening
                            process, the level of technology development,
                            performance record, and inherent construction,
                            operation, and maintenance problems should be
                            identified for each technology considered.
                            Technologies that are unreliable, perform poorly, or
                            are not fully demonstrated may be eliminated in the
                            screening process. For example, certain treatment
                            methods have been developed to a point where they
                            can be implemented in the field without extensive
                            technology transfer or development.

                                      -9-
<PAGE>

         D.       The CMS Report shall include a detailed description of how
                  Respondent used good engineering practice to develop the
                  corrective measure alternative or alternatives based on the
                  corrective action objectives and analysis. Technologies can be
                  combined to form the overall corrective action alternative or
                  alternatives. The alternative or alternatives developed should
                  represent a workable number of option(s) that each appear to
                  adequately address all site problems and corrective action
                  objectives. Each alternative may consist of an individual
                  technology or a combination of technologies.

         E.       The CMS Report shall set forth in detail the evaluation of
                  corrective action alternatives using the factors set forth in
                  Task V, Evaluation of the Corrective Measure Alternative or
                  Alternatives, below.


         F.       The CMS Report shall include the corrective measures
                  objectives developed in accordance with paragraph B above.

         G.       A description of the screening of corrective measures
                  technologies conducted pursuant to paragraph C above,
                  including the following:

                  1.        Review of Facility data that may limit or promote
                            the use of certain technologies;

                  2.        Identification of waste characteristics that limit
                            the effectiveness or feasibility of technologies;
                            and

                  3.        Identification of the level of technology
                            development, performance record, and inherent
                            construction, operation and maintenance problems for
                            each technology considered.

         H.       A description of the recommended corrective measure or
                  measures meeting the requirements set forth in Task VI,
                  including:

                                      -10-
<PAGE>

                  1.        Description of the corrective measure or measures
                            and rationale for selection;

                  2.        Performance expectations;

                  3.        Preliminary design criteria and rationale;

                  4.        General operation and maintenance requirements; and

                  5.        Long-term monitoring requirements.

         I.       A summary of the RFI and impact on the selected corrective
                  measure or measures;

                  1.        Field studies (groundwater, surface water, soil,
                            air); and

                  2.        Laboratory studies (bench scale, pilot scale).

         J.       Design and Implementation Precautions;

                  1.        Special technical problems;

                  2.        Additional engineering data required;

                  3.        Permits and regulatory requirements;

                  4.        Access, easements, right-of-way;

                  5.        Health and safety requirements; and

                  6.        Community relations activities.

         K.       Cost Estimates and Schedules;

                  1.        Capital cost estimates;

                  2.        Operation and maintenance cost estimate; and

                  3.        Project schedule (design, construction, operation).


                                      -11-
<PAGE>

V.       Periodic Reports


         Periodic Reports will be submitted as required by the Order.





                                      -12-
<PAGE>

                                  Attachment 13
                                  -------------
           SCOPE OF WORK FOR CORRECTIVE MEASURES IMPLEMENTATION (CMI)

I.       INTRODUCTION - Based on the outcome of the Corrective Measures Study
         (CMS), the Respondent is responsible for the design, construction.
         implementation, and continued performance monitoring of a corrective
         action at the Facility. The selected corrective action must be
         implemented and maintained until the corrective action objectives and
         the conditions of the Order for Termination and Satisfaction have been
         met.

         A.       Purpose - The purpose of the Corrective Measures
                  Implementation (CMI) is to operate, maintain and monitor the
                  performance of the corrective measure selected by EPA for
                  implementation by Respondent at the Facility.

         B.       Scope - Submittals required for the CMI include:

                  1.        CMI Workplan

                  2.        Operation and Maintenance (O & M) Plan

                  3.        Corrective Measures Implementation Report

                  4.        Corrective Measure Completion Report (CMCR)

                  5.        Progress Reports.

II.      CMI WORKPLAN - The CMI Work Plan shall contain the following elements:

         A.       Introduction/Purpose - Describe the purpose of the document
                  and provide a summary description of the project. Elements of
                  this description shall include:

                  1.        Summary of the corrective action objectives;

                  2.        Description of the corrective measure or measures
                            and rationale for selection;

                  3.        Performance expectations;

                                      -1-
<PAGE>

                  4.        Preliminary design criteria and rationale;

                  5.        General operation and maintenance requirements;

                  6.        Long term monitoring requirements;

                  7.        Design and implementation precautions to include but
                            not limited to:

                            a.      Special technical problems;

                            b.      Additional engineering data required;

                            c.      Permits and regulatory requirements; and

                            d.      Access, easements, right-of-way.

                  8.        Cost estimates, including the capital and O & M
                            costs.

         B.       Project Management Plan - Describe the construction management
                  approach including levels of personnel authority and
                  responsibility (including an organization chart), lines of
                  communication and the qualifications of key personnel who will
                  direct the corrective measure construction effort and provide
                  construction quality assurance/quality control (including
                  contractor personnel).

         C.       Project Schedule - The project schedule must include timing
                  for key elements of the bidding process, timing for initiation
                  and completion of all major corrective measure construction
                  tasks, and specify when the Construction Implementation Report
                  is to be submitted to EPA.

         D.       Construction Quality Assurance/Quality Control Plan - The
                  purpose of construction quality assurance is to ensure, with a
                  reasonable degree of certainty, that a completed corrective
                  measure will meet or exceed all design criteria, plans, and
                  specifications. The CMI Work Plan must include a Construction
                  Quality Assurance Plan to be implemented by Respondent.

                                      -2-
<PAGE>

         E.       Waste Management Procedures - Describe the wastes generated by
                  construction of the corrective measure and how they will be
                  managed.

         F.       Contingency Procedures - General contingency procedures to be
                  described in the text of the CMI Work Plan include the
                  following:

                  1.        Changes to the design and/or specifications may be
                            needed during construction to address unforeseen
                            problems encountered in the field. Procedures to
                            address such circumstances, including notification
                            of EPA, must be included;

                  2.        The CMI Work Plan must specify that, in the event of
                            a construction emergency (e.g., fire, earthwork
                            failure, etc.), Respondent shall orally notify EPA
                            within 24 hours of the event and will notify EPA in
                            writing within 72 hours of the event. The written
                            notification must, at a minimum, specify what
                            happened, what response action is being taken and/or
                            is planned, and any potential impacts on human
                            health and/or the environment;

                  3.        Procedures to be implemented if unforeseen events
                            prevent corrective measure construction; and

                  4.        List of all emergency contacts (including Phone
                            numbers).


         G.       Data Management and Documentation Requirements - The O&M Plan
                  shall specify that Respondent collect and maintain the
                  following information:

                  1.        Progress Report Information;

                  2.        Monitoring and laboratory data;

                  3.        Records of operating costs; and

                  4.        Personnel, maintenance and inspection records.

                                      -3-
<PAGE>

                  This data and information should be used to prepare Progress
                  Reports and the Corrective Measure Completion Report (CMCR).

         H.       Quality Assurance Project Plan\Sampling and Analysis Plan -
                  Sampling and monitoring activities may be needed for effective
                  operation and maintenance of the corrective measure. To ensure
                  that all information, data and resulting decisions are
                  technically sound, statistically valid, and properly
                  documented, Respondent shall prepare a Quality Assurance
                  Project Plan (QAPP)/Sampling and Analysis Plan (SAP) to
                  document all monitoring procedures, sampling, field
                  measurements and sample analyses performed during these
                  activities. Respondent shall use EPA-approved procedures
                  described in the EPA Requirements for Quality Assurance
                  Project Plans for Environmental Data Operations (EPA QA/R-5).

         I.       Health and Safety Plan - Respondent shall submit to EPA a
                  Health and Safety Plan for all field activity, although it
                  does not require review and approval by EPA. The Health and
                  Safety Plan shall be developed as a stand alone document but
                  may be submitted with the CMI Workplan. The Health and Safety
                  Plan must, at a minimum, comply with all applicable
                  Occupational Safety and Health Act (OSHA) requirements.

III.     OPERATION & MAINTENANCE PLAN

         Respondent shall prepare an O&M Plan that outlines procedures for
         performing operations, long-term maintenance and monitoring of the
         corrective measure. The O&M plan shall, at a minimum, include the
         following elements:

         A.       Introduction/Purpose - Describe the purpose of the document
                  and provide a summary description of the project.

         B.       Corrective Action Objectives - Discuss the corrective action
                  objectives including applicable media cleanup standards.



                                      -4-
<PAGE>

         C.       Project Management - Describe the management approach
                  including levels of personnel authority and responsibility
                  (including an organizational chart), lines of communication
                  and the qualifications of key personnel who will operate and
                  maintain the corrective measures (including contractor
                  personnel).

         D.       System Description - Describe the corrective measure and
                  identify significant equipment, as applicable. Provide
                  schematics or process diagrams to illustrate system design and
                  operation.

         E.       Personnel Training - Describe the training process for O&M
                  personnel, as applicable. Respondent shall prepare, and
                  include in the technical specifications governing treatment
                  systems, the contractor requirements for providing:
                  appropriate service visits by experienced personnel to
                  supervise the installation, adjustment, start-up and operation
                  of the treatment systems, and training covering appropriate
                  operational procedures once the start-up has been successfully
                  accomplished.

         F.       Start-Up Procedures - Describe all applicable system start-up
                  procedures including any operational testing.

         G.       Operation and Maintenance Procedures - Describe normal
                  operation and maintenance procedures including:

                  1.        A description of tasks for operation;

                  2.        A description of tasks for maintenance;

                  3.        A description of prescribed treatment or operation
                            conditions; and

                  4.        A schedule showing the frequency of each O&M task.


         H.       Replacement Schedule for Equipment and Installed Components.

                                      -5-
<PAGE>

         I.       Waste Management Practices - Describe any wastes which may be
                  generated by operation of the corrective measure and how they
                  will be managed.

         J.       Corrective Measure Completion Criteria - Describe the process
                  and criteria for determining when corrective measures have
                  achieved corrective action objectives. Also describe the
                  process and criteria for determining when maintenance and
                  monitoring may cease. Satisfaction of the completion criteria
                  will trigger preparation and submittal of the CMCR.

         K.       Contingency Procedures - Describe, as applicable, the
                  following types of contingency procedures necessary to ensure
                  system operation in a manner protective of human health and
                  the environment:

                  1.        Procedures to address system breakdowns and
                            operational problems including a list of redundant
                            and emergency back-up equipment and procedures;

                  2.        Alternate procedures to be implemented if the
                            corrective measure suffers complete failure. The
                            alternate procedures must be able to prevent release
                            or threatened releases of hazardous wastes or
                            constituents which may endanger human health or the
                            environment or exceed media cleanup standards;

                  3.        The O&M Plan shall specify that, in the event of a
                            major breakdown and/or the complete failure of the
                            corrective measure, Respondent shall orally notify
                            EPA within 24 hours of the event and will notify EPA
                            in writing within 72 hours of the event. Written
                            notification must, at a minimum, specify what
                            happened, what response action is being taken and/or
                            is planned, and any potential impacts on human
                            health and/or the environment; and

                  4.        Procedures to be implemented in the event that the
                            corrective measure is experiencing major operational
                            problems, is not performing to


                                      -6-
<PAGE>

                            design specifications and/or will not achieve the
                            cleanup goals in the expected time frame.

                  If contingencies require modification of the corrective
                  measure in a substantive fashion which also requires physical
                  alteration of the monitoring or remediation equipment, a
                  Construction Work Plan shall be submitted by Respondent upon
                  receipt of a written request for the submittal from EPA. The
                  Construction Workplan shall provide all information necessary
                  to describe the proposed modification to the corrective
                  measure and provide justification for the necessity of the
                  proposed activities to the overall corrective measure
                  effectiveness.

IV.      CORRECTIVE  MEASURES IMPLEMENTATION REPORT

         The purpose of the CMI Report is to document the construction and
         implementation of the corrective measure at the Facility. Following
         completion of the activities directed by the approved Construction
         Workplan, Respondent shall submit a Construction Completion Report
         which shall consist of the following:

         A.       Purpose;

         B.       Synopsis of the corrective measure, design criteria, and
                  certification that the corrective measure was constructed in
                  accordance with the Final Plans and Specifications;

         C.       Explanation and description of any modifications to the Final
                  CMI Work Plans and Specifications and why these were necessary
                  for the project;

         D.       Results of any operational testing and/or monitoring,
                  indicating how initial operation of the corrective measure
                  compares to the design criteria;

         E.       Summary of significant activities that occurred during
                  construction. Include a discussion of problems encountered and
                  how they were addressed;

         F.       Summary of all inspection findings (including copies of key
                  inspection documents in appendices); and

                                      -7-
<PAGE>

         G.       As built drawings or photographs.


V.       CORRECTIVE MEASURES COMPLETION REPORT

         A.       Respondent shall prepare a CMCR when Respondent believes that
                  the corrective measure completion criteria have been
                  satisfied. The purpose of the CMCR is to fully document how
                  the corrective action objectives and corrective measure
                  completion criteria have been satisfied, and to justify why
                  the corrective measure and/or monitoring may cease. The CMCR
                  shall, at a minimum, include the following elements:

                  1.        Synopsis of the corrective measure;

                  2.        Corrective Measure Completion Criteria: Describe the
                            process and criteria for determining when the
                            corrective measure and maintenance and monitoring
                            may cease. Corrective measure completion criteria
                            were given in the EPA-approved O&M Plan;

                  3.        Demonstration that the completion criteria have been
                            met. Include results of testing and/or monitoring,
                            indicating how operation of the corrective measure
                            compares to the completion criteria;

                  4.        Summary of work accomplishments (e.g., performance
                            levels achieved, total hours of treatment operation,
                            total treated and/or excavated volumes, nature and
                            volume of wastes generated, etc.);

                  5.        Summary of significant activities that occurred
                            during operations. Include a discussion of problems
                            encountered and how they were addressed;

                  6.        Summary of inspection findings (including copies of
                            key inspection documents in appendices); and

                  7.        Summary of total operation and maintenance costs.

                                      -8-
<PAGE>

VI.      PROGRESS REPORTS

         Respondent shall provide at a minimum quarterly progress reports on the
         design, construction, implementation, and operation of the corrective
         measure at the Facility. Quarterly Progress Reports shall contain the
         following information to allow the EPA to monitor the progress of the
         cleanup.

         A.       A description and estimate of the percentage of the corrective
                  measure construction completed.

         B.       A description of significant activities (e.g., sampling
                  events, inspections, etc.) and work completed/work
                  accomplishments (e.g., performance levels achieved, hours of
                  treatment operation, treated and/or excavated volumes,
                  concentration of contaminants in treated and/or excavated
                  volumes, nature and volume of wastes generated, etc.) during
                  the reporting period;

         C.       Summaries of all changes made in the corrective measure
                  construction during the reporting period;

         D.       Summary of system effectiveness. Provide a comparison of
                  system operation to predicted performance levels (applicable
                  only during operation of the corrective measure);

         E.       Summaries of all contacts with representatives of the local
                  community, public interest groups Federal or State government
                  during the reporting period;

         F.       Summaries of all findings (including any inspection results);

         G.       Summaries of all problems or potential problems encountered
                  during the reporting period;

         H.       Actions being taken and/or planned to rectify problems;

         I.       Changes in personnel during the reporting period;

         J.       Projected work for the next reporting period; and

                                      -9-
<PAGE>

         K.       The results of any sampling tests and/or other data generated
                  during the reporting period, as well as copies of the raw
                  data, field logs, etc. which were used to compile those
                  results.

         L.       Following completion of the corrective measure construction,
                  at the EPA's discretion, it may reduce the frequency of
                  progress reporting to semi-annual or annual reports only. The
                  frequency of reporting shall be proposed in the O & M Plan,
                  and approved by letter from the EPA to the facility.


                                      -10-
<PAGE>

                                  Attachment 14
                                  -------------
                     Environmental Management System (EMS) /
                Environmental Compliance Management System (ECMS)
                             Implementation Protocol

         Nucor will develop and implement an Environmental Management
System/Environmental Compliance Management System (EMS/ECMS) that meets the
criteria and schedule set out below.

A.       Definitions

         (These definitions apply only to the EMS provision of this Consent
Decree.)

         "Action Plan" shall mean a comprehensive plan for bringing each
facility covered by this Consent Decree into full conformance with the EMS
provisions specified in this Section and fully addressing all Audit Findings
identified in the Audit Report.

         "Audit Finding" means a written summary of all instances of significant
non-conformance with the comprehensive EMS developed pursuant to this Section
noted during the EMS Audit, and all significant areas of concern identified
during the course of the audit that, in the Consultant Auditor's judgement,
merits further review or evaluation for potential EMS, environmental, or
regulatory impacts.

         "Audit Report" means a report setting forth the Audit Findings
resulting from the audit of a facility by the Consultant Auditor, which meets
all of the requirements set forth in this Section.

         "Consultant Auditor" means the independent third-party hired by Nucor
and approved by EPA to conduct EMS Audits at Nucor Facilities, as required by
this Section, and who meets the requirements set forth in Paragraph 11.

         "Corrective Measures" means those measures or actions appropriate to
bring the facility into full conformance with the comprehensive EMS required by
this Section.

         "EMS Audit" means an audit of the EMS at a Nucor facility to determine
whether it conforms to (a) the "NEIC Compliance-Focused Environmental Management
System Elements" contained in Attachment 15, and (b) Nucor's own specifications

                                      -1-
<PAGE>

for the EMS as contained in the facility's EMS Manual. Nucor may demonstrate
through a matrix that each of the "Environmental Management System Elements" in
the Attachment correlate to an element of the Nucor EMS.

         "EMS Development Plan" means a facility-specific plan for developing
the EMS at each Nucor facility, including a plan for developing documents and a
schedule for implementing tasks, with cross-references to the "EMS Elements"
contained in Attachment 15.

         "EMS Manual" means a paper and/or electronic compilation of
documentation and information for each facility's comprehensive EMS; the Manual
may include a computer based integrated information system.

         "Environmental Requirements" means all applicable Federal, State, and
local environmental statutes and regulations, including permits and enforceable
agreements between Nucor and the respective environmental regulatory
agency(ies).

         "Initial Auditor(s)" means individual(s) meeting the requirements of
Paragraph 5 below, who are selected and/or contracted to perform the Initial EMS
Review and Evaluation.

         "Initial Review and Evaluation" means an initial audit and assessment
of current environmental management practices to identify and assess potential
gaps between current practices and at least the key EMS elements listed in
Attachment 15.

         "On-Site Contractor" to be covered by the program includes any
contractor who has operations located at the facility or who provides services
at the facility (for example, asbestos removal, demolition, painting, waste
handling, and construction) which may be associated with significant
environmental impacts.

B.       Environmental Management System Requirements

         1. Within 90 days of entry of this Consent Decree, Nucor shall develop
an EMS Implementation Plan and submit the plan to EPA for review and approval
pursuant to Section XII (Agency Approval). The EMS Implementation Plan shall
identify individuals (by position) who are responsible for EMS


                                      -2-
<PAGE>

implementation at corporate and facility levels and their respective
responsibilities and authorities. The plan shall also contain an implementation
schedule with milestones for each Nucor facility covered. At a minimum, the
milestones shall cover:

         a.       Completion of an Initial Review and Evaluation of the current
                  environmental management practices at each Nucor;

         b.       Completion of initial plans for development of implementing
                  documents and tasks (hereafter, EMS Development Plan) for each
                  Nucor facility; and

         c.       A schedule for completing all EMS Development Plan work and
                  tasks at each Nucor facility within 36 months after this
                  Consent Decree is lodged.

         2. Within 12 months of entry of this Consent Decree, Nucor shall
develop and implement (through the first internal review and validation cycle)
an EMS as a pilot at its facility in Berkeley/Hugar, South Carolina, and the
Vulcraft facility at Norfolk, Nebraska. Nucor agrees that the Berkeley mill is
generally representative of all Nucor EAF operations and that the Vulcraft
facility in Norfolk, Nebraska, is generally representative of all Vulcraft
plants so that the results of these pilots will have company-wide applicability.
The purpose of each EMS shall be to promote compliance with all environmental
requirements and enhance environmental performance. Each EMS shall, at a
minimum, cover the key elements listed in Attachment 15 (NEIC Compliance-Focused
Environmental Management System Elements).

         3. Within 16 months after entry of this Consent Decree, Nucor will hold
a workshop for appropriate personnel and managers from all facilities covered by
this Consent Decree to share the experiences of the pilot EMSs and to enable
more efficient implementation at the other steel mills and Vulcraft facilities.

         4. Within 36 months of entry of this Consent Decree, Nucor shall
implement a comprehensive EMS for each of the remaining Nucor facilities covered
by this Consent Decree in accordance with each EMS Development Plan. The purpose
of each EMS shall be to promote compliance with all environmental


                                      -3-
<PAGE>

requirements and enhance environmental performance. Shall be developed as
described in the following paragraphs.

         5. In accordance with the schedule established in the approved EMS
Implementation Plan, Nucor shall conduct an Initial Review and Evaluation of
current environmental management practices at each Nucor facility. A team of at
least three (3) Initial Auditors shall conduct each initial Review and
Evaluation. At least one auditor on the team will possess the education and
experience qualifications for environmental auditors set out in ISO 14012. The
team of Initial Auditors will also include one or more other reviewers qualified
on the basis of technical or regulatory expertise to adequately evaluate the
EMS. The following information concerning the team shall be included in the EMS
Implementation Plan: (a) the name, affiliation and address of the Initial
Auditor(s) selected by Nucor to conduct the Initial EMS Review and Evaluation;
(b) evidence that one or more Initial Auditor(s) satisfies the qualification
requirements of ISO 14012 (First edition, 1996-10-01); and (c) that the team
conducting the Initial EMS Review and Evaluation, in composite, has a working
process knowledge of the Nucor facility being audited or similar operations and
has a working knowledge of applicable Federal and State environmental
requirements. The results of the Initial Review and Evaluation shall be
documented in a report prepared by the Initial Auditors and provided to Nucor
and, at the Agency's request, to EPA.

         6. Within 18 months after entry of the Consent Decree, Nucor shall
prepare an EMS Development Plan for each facility, based on information gathered
during the Initial Review and Evaluation and other pertinent information. Each
EMS Development Plan shall follow a consistent format. Nucor shall submit each
Development Plan to EPA within 30 days of its completion, and the Agency may
submit any comments to be considered by Nucor within 60 days of receipt. The
submittal shall be in both paper hard copy and a mutually agreeable electronic
format.

         7. Within 21 months after entry of this Consent Decree, Nucor shall
begin to implement the EMS Development Plans at all Nucor facilities covered by
the Consent Decree in accordance with the EMS Implementation Plan.


                                      -4-
<PAGE>

         8. Within 24 months after entry of this Consent Decree, Nucor shall
complete an EMS Manual for each facility covered by the Consent Decree. Each EMS
Manual shall describe respective management systems, subsystems, and tasks in
detail and shall be organized to clearly address the key elements of the Nucor
EMS, which are correlated to the EMS elements listed in Attachment 10. Each
manual shall describe how each of the activities and programs correlating to the
elements in Attachment 15 is: (a) established as a formal system, subsystem or
task; (b) integrated into ongoing department operations; and (c) continuously
evaluated and improved.

         9. In accordance with the schedule contained in the EMS Implementation
Plan, but not later than 36 months after this Decree is entered with the Court,
Nucor shall complete all work and tasks identified in the EMS Development Plans
and implement comprehensive EMSs at all Nucor Facilities covered by this Consent
Decree.

C.       EMS Audit Program Requirements

         10. Nucor shall develop and implement a two-year EMS Audit program to
assess whether an effective EMS has been implemented at each Nucor facility
covered by this Consent Decree. This audit program shall commence within 36
months of the entry of this Consent Decree, but no later than January 1, 2004,
and all audits shall be completed by December 31, 2005.

         11. Within 30 months of the entry of this Consent Decree, Nucor shall
propose the names of at least one qualified independent auditing firm for EPA
approval as the EMS Consultant Auditor team for Nucor facilities. A team of at
least three Auditors shall conduct each EMS Audit. To be qualified, each audit
team must meet the following criteria: (a) the auditors cannot have been
involved in the Initial EMS Review and Evaluation; (b) at least the lead auditor
must meet the qualification requirements of ISO 14012 (First edition,
1996-10-01); (c) the audit team in composite must have expertise and competence
in the applicable regulatory programs under Federal and State environmental
laws; (d) no audit team member may directly own any stock in Nucor or in any
parent or subsidiary organization; (e) no audit team member may have any other
direct financial stake in the outcome of the EMS Audit conducted pursuant to
this Consent Decree; and (f) each audit team member must be capable of
exercising the same independent judgment and discipline that a certified public
accounting


                                      -5-
<PAGE>

firm would be expected to exercise in auditing a publicly held corporation. The
Consultant Auditor team shall be paid by Nucor in an amount sufficient to fully
carry out the provisions of this Consent Decree. If Nucor has any other
contractual relationship or potential conflict of interest with the Consultant
Auditor team, Nucor shall disclose to EPA such past or existing contractual
relationships or conflict. EPA shall notify Nucor in writing of its approval or
disapproval as expeditiously as possible.

         12. If EPA determines that the proposed Consultant Auditor team does
not meet the qualifications, or that past or existing relationships with the
Consultant Auditor team would affect any Consultant Auditor's ability to
exercise the independent judgment and discipline required to conduct the EMS
Audit, such Consultant Auditor shall be disapproved and Nucor shall propose
another Consultant Auditor within 30 days of Nucor's receipt of EPA's
determination.

         13. Nucor shall identify any and all site-specific safety precautions
and/or training requirements for the Consultant Auditors, and shall ensure that
the precautions are taken and requirements are met prior to conducting EMS
Audits of Nucor facilities.

         14. Nucor shall require a Consultant Auditor team to conduct an EMS
Audit at each Nucor facility to evaluate the adequacy of EMS implementation,
from top management down, throughout each major organizational unit at the
facility, and to identify where further improvements should be made to the EMS.
Each EMS Audit shall be conducted in accordance with ISO 14011 (First edition,
1996-10-01), using ISO 14010 (First edition, 1996-10-01) as supplemental
guidance. Each audit team shall designate a qualified Lead Auditor. The
Consultant Auditor team shall assess conformance with the EMS Manual and shall
determine the following:

         a.       Whether there is a defined system, subsystem, program, or
                  planned task for each EMS element listed in Attachment 15;

         b.       To what extent the system, subsystem, program, or task has
                  been implemented, and is being maintained;

                                      -6-
<PAGE>

         c.       Adequacy of each Operation's internal self-assessment
                  procedures for programs and tasks composing the EMS;

         d.       Whether Nucor is effectively communicating environmental
                  requirements to affected parts of the organization,
                  contractors and on-site service providers;

         e.       Whether further improvements should be made to the EMS;

         f.       Whether there are observed deviations from Nucor's EMS
                  requirements or procedures; and

         g.       Whether continuous improvement is occurring.

         15. Nucor shall require the Consultant Auditor team to develop and
follow an EMS Audit Plan for each EMS Audit conducted pursuant to this Consent
Decree, which incorporates the requirements in the above paragraph.

         16. Designated representatives from EPA and other environmental
regulatory agencies shall be permitted to participate in the EMS Audit as
observers. Nucor shall make timely notification to designated regulatory
contacts regarding audit scheduling in order to make arrangements for observers
to be present. One or more Nucor representatives with a comprehensive
understanding of the EMS will accompany the audit team to assist the team in
understanding how the EMS works and applies to specific operations and
employees. Other Nucor representatives may also participate in the on-site
audits as an observer(s), but may not interfere with the independent judgment of
the Consultant Auditing team.

         17. Within 60 days of the completion of the on-site portion of each EMS
Audit, Nucor shall direct the Consultant Auditor team to develop and submit an
Audit Report concurrently to Nucor and EPA. The Audit Report shall present the
Audit Findings and shall, at a minimum, contain the following information:

         a.       Audit scope, including the period of time covered by the
                  audit;

         b.       The date(s) the on-site portion of the audit was conducted;

                                      -7-
<PAGE>

         c.       Identification of audit team members;

         d.       Identification of Nucor representatives and regulatory agency
                  personnel observing the audit;

         e.       The distribution for the EMS Audit Report;

         f.       A summary of the audit process, including any obstacles
                  encountered;

         g.       Detailed Audit Findings, including the basis for each finding
                  and each Area of Concern identified;

         h.       Identification of any Audit Findings corrected or Areas of
                  Concern addressed during the audit, and a description of the
                  corrective measures and when they were implemented; and

         i.       Certification by the Consultant Auditor that the EMS Audit was
                  conducted in accordance with the provisions of this Decree.

         18. If the Consultant Auditor team believes that additional time is
needed to analyze available information or to gather additional information,
Nucor may request that EPA grant the Consultant Auditor team such additional
time as needed to prepare and submit the Audit Report. EPA's decision whether to
grant additional time shall be final.

         19. Follow-Up Corrective Measures. Upon receiving each Audit Report,
Nucor shall conduct a root cause analysis of the significant Audit Findings, as
appropriate, and investigate all significant areas of concern. Within 60 days of
receiving the Audit Report for each facility, Nucor shall develop an Action Plan
for fully addressing all significant areas of concern and expeditiously bringing
the facility into full conformance with the EMS provisions of this Decree and
the EMS Manual. The Action Plan shall include the result of any root cause
analysis, specific deliverables, responsibility assignments, and an
implementation schedule. Nucor shall implement the Action Plan in accordance
with the schedules set forth therein.

                                      -8-
<PAGE>

D.       EMS Reporting

         20. Nucor shall submit semi-annual progress reports to EPA summarizing
progress made in developing and implementing EMSs at each Nucor facility covered
by this Consent Decree. Progress reports shall be submitted to EPA within thirty
(30) days after the last day of June and December of each calendar year
commencing in 2001 until all required EMS activities are completed.

         21. The progress reports, as appropriate, shall contain a summary of
how EMSs are being developed and implemented in accordance with this Section and
shall include the following information for each Nucor facility:

         a.       Estimated number of procedures that require documentation in
                  the EMS;

         b.       Number of procedures that have been documented and the unit
                  operation they cover; and

         c.       Description of other tasks or activities related to EMS
                  implementation completed during the reporting period.

         22. The progress reports shall also contain information on the EMS
Audits required by this Section. The progress reports, as appropriate, shall
contain an EMS Audit schedule for the next six-month reporting period,
indicating the month during which the EMS Audit will be conducted at each Nucor
facility. The schedule may be revised by Nucor provided the required EMS Audits
are conducted in accordance with this Consent Decree. The progress report shall
list the dates and locations at which required EMS Audits were conducted during
the reporting period, the names and affiliations of personnel who conducted each
audit, and the date the Action Plan was approved by Nucor management. The
progress report, as appropriate, shall also contain a copy of the certification
by the Consultant Auditor, from audit reports completed during the reporting
period, that the required audits were conducted in accordance with the
provisions of this Decree.

E.       Environmental Metrics

         23. Nucor shall collect data on the Environmental Metrics listed below
for each Nucor facility on an annual basis for the purpose of measuring the
impacts of implementation of the EMS. Within 90 days after entry of this Consent
Decree, Nucor


                                      -9-
<PAGE>

shall propose detailed monitoring parameters and reporting format to EPA for
review and approval. Any revisions required by EPA shall be incorporated by
Nucor within 14 days of final communication by EPA. Environmental Metrics will
be developed for the following:

         a.       Spills and Accidental Releases

                  Number, contents and volume or mass of internally reported,
         documented chemical (including petroleum) spills and accidental
         releases, and whether they exceed a state or federal Reportable
         Quantity.

         b.       Permit Exceedances

                  Number of instances when actual compliance monitoring data
         results exceed reporting limits established in applicable state or
         federal permits or standards.

         c.       Toxic and Pollutant Releases

                  Using 1999 as a base year, TRI, emission (air) and discharge
         (wastewater) loading data will be normalized to annual throughput or
         production. Releases to land will be further analyzed to account
         separately for slag and other materials (e.g., non-hazardous solid
         waste going to landfills).

         d.       Hazardous Waste Generation

                  Utilizing data from Biennial Reports and Hazardous Waste
         Manifests, volumes of hazardous wastes generated will be normalized to
         annual throughput or production.

         e.       Recycling

                  Utilizing TRI data and production records, (e.g., in-process
         materials, solid wastes, hazardous wastes, process water, or storm
         water) recycling rates will be normalized to annual throughput or
         production.

         f.       Water and Energy Usage

                  Consumption of electricity, thermal energy (e.g., natural gas,
         petroleum, etc.) and fresh water,



                                      -10-
<PAGE>

         normalized to annual throughput or production and other factors (e.g.,
         scrap grade).

F.       EMS Reporting

         24. Nucor shall submit semi-annual progress reports to EPA summarizing
progress made in developing and implementing EMSs at each Nucor facility covered
by this Decree. Progress reports shall be submitted to EPA within thirty (30)
days after the last day of June and December of each calendar year commencing in
2001 until all required EMS activities are completed.

         25. The progress reports, as appropriate, shall contain a summary of
how EMSs are being developed and implemented in accordance with this Section and
shall include the following information for each Nucor facility:

         a.       Estimated number of procedures that require documentation in
                  the EMS;

         b.       Number of such procedures that have been documented and the
                  unit operations they cover; and

         c.       Description of other tasks or activities related to EMS
                  implementation completed during the reporting period.

         26. The progress reports shall also contain information on the EMS
Audits required by this Section. The progress reports, as appropriate, shall
contain an EMS Audit schedule for the next six-month reporting period,
indicating the month during which the EMS Audit will be conducted at each Nucor
facility. The schedule may be revised by Nucor provided the required EMS Audits
are conducted in accordance with this Consent Decree. The progress report shall
list the dates and locations at which required EMS Audits were conducted during
the reporting period, the names and affiliations of personnel who conducted each
audit, and the date the Action Plan was approved by Nucor management. The
progress report, as appropriate, shall also contain a copy of the certification
by the Consultant Auditor, from audit reports completed during the reporting
period, that the required audits were conducted in accordance with the
provisions of this Decree.



                                      -11-
<PAGE>

27. The progress reports due within 30 days after the end of June, as
appropriate, shall include the data or summaries of the data collected during
the previous calendar year for the Environmental Metrics, as required by this
Section.



                                      -12-
<PAGE>
                                 Attachment 14-A
                                 ---------------
                             Design for Environment
                           General Analytical Protocol


A.       Introduction

         Presented below is a protocol for the Design for Environment (DfE)
program by which the Company will assure that all material changes in equipment
or operations are implemented, based on appropriate analysis and consideration
of the implications of design and technology selections as they relate to
environmental and natural resource impacts, so as to optimize performance from
that perspective.

B.       Objectives

         The DfE program is a systematic way of assuring that whenever there is
a material alteration of a production unit or system, that the alteration is
designed taking into account the significant environmental and natural resource
aspects and impacts involved, the technically and economically feasible
alternative approaches that are available or that may be designed, the product
quality that the Company must maintain and other significant production and
market-response factors.

         The result of this multiple-factor analysis will be production
processes, control technologies, and/or work practices that achieve an optimal
balance of production, quality and environmental control that also meets the
requirements of regulation and relevant markets.

C.       Approach

         The DfE program will focus on designing steel mini-mill production
processes to maximize recycling efficiency while minimizing their potential
adverse environmental impacts. The DfE program will also take into account
upstream and downstream environmental effects.

         While the DfE program could operate as a stand-alone program, the Nucor
DfE program, in conjunction with the Operate for Environment (OfE) program, will
serve as the technical foundation for the Nucor Environmental Management System
(EMS). The DfE component of the Nucor EMS will enhance the ability of the EMS
over time to mitigate impacts with


                                      -1-
<PAGE>

technology that presently may not be viable but, in the future may become
viable.

         The evaluation of "reasonable" alternatives will be a key element of
the DfE approach. Some alternatives can be eliminated at an early level of
review as clearly failing to meet threshold feasibility criteria (such as
relocating a facility outside of the target market instead of using a different
site within the target market). The "reasonable" alternatives will be evaluated
more closely for economic feasibility, technical feasibility, operational
performance, operational feasibility and environmental performance.

         Like other broadly applicable analytical tools -- such as life-cycle
analysis, cost-benefit analysis, and risk assessment -- at its core, the DfE
approach is a common-sense conceptual paradigm, that needs to be adapted to the
demands of the issue at hand. A "coarse screen" level of analysis is appropriate
for lower impact changes; a more detailed inquiry would be appropriate for
changes that may involve significant impacts. The first principle in maximizing
the usefulness of the DfE approach is to set and maintain the appropriate level
of analysis.

D.       Who performs the analysis

         The DfE analysis will be conducted by Nucor technical and operations
experts in conjunction with external experts as appropriate. As part of the EMS,
the DfE approach assures that units are upgraded when physical changes occur.

E.       Steps in DfE Analysis

         As indicated above, the level of detail in the DfE factor-analysis will
be proportionate to the potential environmental impact associated with the
planned change. The analysis includes the following steps:

         1. Determine whether the action in question meets the "significance"
threshold for initiating the DfE analysis. The threshold may be defined in terms
of investment dollars, expected change in emissions, or other relevant
regulatory and operational variables. This approach will be consistent with the
Nucor EMS approach to evaluating significant environmental aspects and impacts.

                                      -2-
<PAGE>

         2. Define the objective of the project and the scope of the unit
operation to be considered.

         3. Review available options for meeting the objective within the scope
of the unit operation to be considered. Options include:

                  a.       Technology in use in the industry;
                  b.       Practices in use in the industry;
                  c.       Substitute materials available;
                  d.       Technology in use in other industries that could be
                           adapted to use in mini-mills;
                  e.       Practices in use in other industries that could be
                           adapted to use in mini-mills;
                  f.       Potential for implementation of developing technology
                           as appropriate; and
                  g.       Demonstration projects to test technologies and/or
                           practices that may be effective.

         4. Determine the optimum approach to achieve objectives - operational
and environmental. This may involve conducting a project/feasibility analysis
(to be done by internal or external technical personnel) to assess options,
develop recommendations, or evaluate a decision. For new equipment and
modernization of existing equipment, the DfE factor analysis will include the
following technical, economic and regulatory considerations:

                  a.       Overall effectiveness in reducing environmental
                           impacts (on site and off site emissions per ton)

                  b.       Efficiency of control (energy or other resource
                           consumed per unit of emissions reduction)

                  c.       Reliability/availability of control (impact or
                           down-time, start-up, shut-down, etc.)

                  d.       Capital cost

                  e.       Impact on production

                  f.       Impact on product quality

                  g.       Impact on recycling efficiency

                  h.       Impact on pollution prevention efficiency

                                      -3-
<PAGE>

                  i.       Impact on disposal cost

                  j.       Impact on near-term and long-term scheduling and
                           options

                  k.       Regulatory implications

                  l.       Market location and viability

                  m.       Employee health and safety issues

                  n.       Other aspects & impacts peculiar to circumstances

         5. Analysis of these factors may be performed in accordance with an
algorithm such as the following:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                   Identify Impact
- ----------------------------------------------------------------------------------------------------------------------
                                               What Affects the Impact?
- ----------------------------------------------------------------------------------------------------------------------
       Equipment                   Raw                 Operating              Physical                 Control
                                Materials               Practice               Layout                 Technology
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
         Other                   What is                Need new            Can something be          Evaluate all
         Types                  available              procedure                changed?                 types
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                         Evaluate Each "Reasonable" Alternative
- ----------------------------------------------------------------------------------------------------------------------
                                          Implement Appropriate Alternatives
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


         6. Select a vendor. The company may issue an Request for Proposal
(RFP)/Request for Quote (RFQ). The RFP/RFQ may contain target criteria with
respect to environmental performance when appropriate.

         7. Consult with EPA. Nucor will consult with EPA on changes that, as a
discrete modification, would result in an increase in Potential To Emit (PTE)
that would trigger New Source Review (NSR)/Prevention of Significant
Deterioration (PSD)/Best Available Control Technology (BACT) review.

                                      -4-
<PAGE>

G.       Implement conclusions.

         The final stage of the DfE analysis will include implementation of the
those findings that are appropriate in light of the analysis. For major DfE
analyses, Nucor will produce a report of the analysis, the alternatives
implemented.

H.       Integrate with Operate for Environment (OfE) program.

         As part of the OfE module of its EMS, Nucor will develop and implement
operating procedures as appropriate for the equipment or systems put in place
through the DfE program to see that objectives are achieved.

I.       Reporting.

         1. External reporting. The Company will notify the relevant permitting
authority of material changes made in accordance with legal requirements so that
the agencies are informed of current operating scenarios. Administrative permit
amendments may be appropriate in some instances.

         2. Internal reporting. Facilities will provide results of DfE analysis
to the Corporate Environmental General Manager for review and approval and for
posting on the Company intranet for reference by other facilities as
appropriate.

J.       Environmental Performance Reporting.

         Divisions will evaluate environmental performance of operational
changes determined through the DfE process and will include results with the DfE
analysis as an amendment. Reporting may also be required to the relevant
Agencies.


                                      -5-
<PAGE>

                                  Attachment 15
                                  -------------
                             NEIC Compliance-Focused
                    Environmental Management System Elements


A.       Environmental Policy

         This policy, upon which the Environmental Management System (EMS) is
based, must clearly communicate management commitment to achieving compliance
with applicable federal, state, and local environmental statutes, regulations,
enforceable agreements, and permits (hereafter, "environmental requirements")
and continuous improvement in environmental performance. The policy should also
state management's intent to provide adequate personnel and other resources for
the EMS.

B.       Organization, Personnel, and Oversight of EMS

         1. Describes, organizationally, how the EMS is implemented and
maintained.

         2. Includes organization charts that identify units, line management,
and other individuals having environmental performance and regulatory compliance
responsibilities.

         3. Identifies and defines duties, roles, responsibilities, and
authorities of key environmental program personnel in implementing and
sustaining the EMS (e.g., could include position descriptions and performance
standards for all environmental department personnel, and excerpts from others
having specific environmental program and regulatory compliance
responsibilities).

         4. Includes ongoing means of communicating environmental issues and
information to all organization personnel, on-site service providers, and
contractors, and for receiving and addressing their concerns.

C.       Accountability and Responsibility

         1. Specifies accountability and responsibilities of organization's
management, on-site service providers, and contractors for environmental
protection practices, assuring compliance, required reporting to regulatory
agencies, and corrective actions implemented in their area(s) of responsibility.

                                      -1-
<PAGE>

         2. Describes incentive programs for managers and employees to perform
in accordance with compliance policies, standards and procedures.

         3. Describes potential consequences for departure from specified
operating procedures, including liability for civil/administrative penalties
imposed as a result of noncompliance.

D.       Environmental Requirements

         1. Describes process for identifying, interpreting, and effectively
communicating environmental requirements to affected organization personnel,
on-site service providers, and contractors, and ensuring that facility
activities conform to those requirements. Specifies procedures for prospectively
identifying and obtaining information about changes and proposed changes in
environmental requirements, and incorporating those changes into the EMS.

         2. Establishes and describes processes to ensure communication with
regulatory agencies regarding environmental requirements and regulatory
compliance.

E.       Assessment, Prevention, and Control

         1. Identifies an ongoing process for assessing operations, for the
purposes of preventing and controlling releases, ensuring environmental
protection, and maintaining compliance with statutory and regulatory
requirements. This section shall describe monitoring and measurements, as
appropriate, to ensure sustained compliance. It shall also include identifying
operations and waste streams where equipment malfunctions and deterioration,
operator errors, and discharges or emissions may be causing, or may lead to: (1)
releases of hazardous waste or other pollutants to the environment, (2) a threat
to human health or the environment, or (3) violations of environmental
requirements.

         2. Describes process for identifying operations and activities where
documented standard operating practices (SOPs) are needed to prevent potential
violations or pollutant releases, and defines a uniform process for developing,
approving and implementing the SOPs.

                                      -2-
<PAGE>

         3. Describes a system for conducting and documenting routine,
objective, self-inspections by department supervisors and trained staff,
especially at locations identified by the process described in E.1. above.

         4. Describes process for ensuring input of environmental requirements
(or concerns) in planning, design, and operation of ongoing, new, and/or
changing buildings, processes, maintenance activities, and products.

F.       Environmental Incident and Noncompliance Investigations

         1. Describes standard procedures and requirements for internal and
external reporting of potential violations and release incidents.

         2. Establishes procedures for investigation, and prompt and appropriate
correction of potential violations. The investigation process includes
root-cause analysis of identified problems to aid in developing the corrective
actions.

         3. Describes a system for development, tracking, and effectiveness
verification of corrective and preventative actions.

         4. Each of these procedures shall specify self-testing of such
procedures, where practicable.

G.       Environmental Training, Awareness, and Competence

         1. Identifies specific education and training required for organization
personnel, as well as process for documenting training provided.

         2. Describes program to ensure that organization employees are aware of
its environmental policies and procedures, environmental requirements, and their
roles and responsibilities within the environmental management system.

         3. Describes program for ensuring that personnel responsible for
meeting and maintaining compliance with environmental requirements are competent
on the basis of appropriate education, training, and/or experience.

                                      -3-
<PAGE>

H.       Environmental Planning and Organizational Decision-Making

         1. Describes how environmental planning will be integrated into
organizational decision-making, including plans and decisions on capital
improvements, product and process design, training programs, and maintenance
activities.

         2. Requires establishing written targets, objectives, and action plans
by at least each operating organizational sub-unit with environmental
responsibilities, as appropriate, including those for contractor operations
conducted at the facility, and how specified actions will be tracked and
progress reported. Targets and objectives must include achieving and maintaining
compliance with all environmental requirements.

I.       Maintenance of Records and Documentation

         1. Identifies the types of records developed in support of the EMS
(including audits and reviews), who maintains them and where, and protocols for
responding to inquiries and requests for release of information.

         2. Specifies the data management systems for any internal waste
tracking, environmental data, and hazardous waste determinations.

J.       Pollution Prevention Program

         Describes an internal program for preventing, reducing, recycling,
reusing, and minimizing waste and emissions, including procedures to encourage
material substitutions. Also includes mechanisms for identifying candidate
materials to be addressed by program and tracking progress.

K.       Continuing Program Evaluation and Improvement

         1. Describes program for periodic (at least annually) evaluation of the
EMS, including incorporating the results of the assessment into program
improvements, revisions to the manual, and communicating findings and action
plans to affected employees, on-site service providers, and contractors.

                                      -4-
<PAGE>

         2. Describes a program for ongoing evaluation of facility compliance
with environmental requirements, and should specify periodic compliance audits
by an independent auditor(s). Audit results are reported to upper management and
potential violations are addressed through the process described in Section F
above.

L.       Public Involvement/Community Outreach

         Describes a program for ongoing community education and involvement in
the environmental aspects of the organization's operations and general
environmental awareness.


                                      -5-
<PAGE>

                                  Attachment 16
                                  -------------
                Environmental Compliance Management System (ECMS)


A.       Program Outline

         Nucor will implement an Environmental Compliance Management System
(ECMS) taking into account the components outlined below.

         1.       Training

         2.       Compliance identification

         3.       Compliance monitoring

         4.       Preventive and corrective action

         5.       Management of change

         6.       Compliance audit and verification

         7.       Review and evaluation


B.       Training Component

         The ECMS Training component is both similar to and different from
general Environmental Management System (EMS) training. While general EMS
training is directed at gaining familiarity with Nucor operations, the Nucor
EMS, and general job functions, ECMS training is directed specifically at
compliance obligations. The following training is envisioned as occurring as
part of either ECMS or broader EMS training (in which case the ECMS specific
training could be dropped).

         1.       Initial Staff Training

         2.       Annual Refresher Training

         3.       Supplemental Training

C.       Compliance Identification Component

         The Compliance Identification component is focused at identifying
applicable and future applicable regulatory


                                      -1-
<PAGE>

requirements affecting Nucor Corporation facilities, processes and equipment.
The Compliance Identification component consists of the following elements:

         1.       Provision of regulations.

         2.       Access to Technical and Legal Resources.

         3.       Identification of Specific Environmental Requirements.

         4.       Compliance Calendaring.

         5.       Regulatory Development.

         6.       Issue Response.

D.       Compliance Monitoring Component

         The Compliance Monitoring component of the ECMS is directed at
identifying and monitoring compliance indicators to assure compliance with
applicable regulatory requirements. The Compliance Monitoring component should
consist of the following tasks, computerized (if possible to reduce workload):

         1.       Periodic Filing Confirmation.
                  a.       Air Quality Compliance:
                  b.       Water Quality Compliance:
                  c.       Solid, Special, Used Oil, Universal and Hazardous
                           Waste Compliance
                  d.       Community Right-to-Know Reports

         2.       Deviation and Violation Reporting

         3.       Periodic Summary Reporting.

         4.       Periodic Compliance Report.

E.       Preventive and Corrective Action Component

         The Preventive and Corrective Action component is a critical element
that takes the information gathered in the Compliance Monitoring component and
translates it into

                                      -2-
<PAGE>

proactive and reactive actions to ensure continued environmental compliance.

         1.       Facility Preventive Action
                  a.       Trigger.
                  b.       Action.
                  c.       Reporting.

         2.       Facility Corrective Action
                  a.       Triggers.
                  b.       Action.
                  c.       Reporting.

         3.       Corporate Preventive Action.
                  a.       Triggers.
                  b.       Action.
                  c.       Reporting.

         4.       Corporate Corrective Action
                  a.       Triggers.
                  b.       Action.
                  c.       Reporting.

F.       Management of Change Component

         This component of the ECMS is designed to work with the management of
change component of the EMS, within which it may be subsumed.

         1.       Review Trigger.

         2.       Pre-Change Review -- Initial Assessment.

         3.       Pre-Change Review -- Compliance Assessment.

         4.       Pre-Change Review -- Permitting.

         5.       Pre-Change Review -- Compliance Verification.

         6.       Routine Changes.

G.       Compliance Audit and Evaluation Component

         The Compliance Audit and Evaluation component serves as an independent
check upon the functioning of the ECMS. The


                                      -3-
<PAGE>

environmental compliance status of each facility will be reviewed, problems
detected, and corrective measures implemented to address any deficiencies
identified. The Audit and Evaluation component shall also evaluate how
deficiencies occurred and whether revisions are needed to the ECMS or EMS to
prevent future lapses or problems.

         1.       Audit Frequency.

         2.       Audit Team.  The audit team for the different facilities
                  shall be comprised as follows:
                  a.       Steel divisions.
                  b.       Vulcraft divisions.

         3.       Audit Cycle Preparation.
                  a.       Audit objectives.
                  b.       Pre-Audit preparation.
                  c.       Audit Schedule.

         4.       Audit Process.
                  a.       Preaudit.
                  b.       Preaudit Questionnaire.
                  c.       On-Site Audit.
                  d.       Interim Audit Report.
                  e.       Draft Audit Reports.
                  f.       Final Audit Report.
                  g.       Followup actions.
                  h.       Close Out Report.
                  i.       Close Out Report Follow up.

         5.       Audit Report Format.  The audit report shall consist of the
                  following sections:
                  a.       Executive Summary.
                  b.       Scope and Objectives.
                  c.       Detailed Evaluation.
                  d.       Summary ( of action items and recommendations)

H.       Review and Evaluation Component

         1.       Audit Cycle Midpoint Evaluation.

         2.       Audit Cycle Completion Review and Evaluation.

                                      -4-
<PAGE>

                  a.       Identify common problems and weaknesses.
                  b.       Prepare recommendations on ECMS and EMS enhancement.
                  c.       Audit cycle recommendations.

         3.       Management Review
                  a.       Semiannual Reporting.
                  b.       Audit Cycle Midpoint Report.
                  c.       Audit Cycle Completion Report.



                                      -5-
<PAGE>

                                  Attachment 17
                   Supplemental Environmental Projects (SEPs)


A.       General Conditions

         1. These Supplemental Environmental Projects (SEPs) will include a
schedule for development and implementation and will proceed independently,
according to the planned schedule. Nucor agrees to report to EPA on a quarterly
basis on the progress of its implementation of these SEPs in accordance with
Section XIV of this Consent Decree (Recordkeeping and Reporting). However, Nucor
agrees that it will report as soon as practicable any information obtained
during development or implementation of any of these SEPs which would materially
affect the success of each SEP.

         2. As a component of this SEP, Nucor shall provide EPA with a summary
of its continuous emissions monitoring system (CEMS) data as part of its
quarterly report, unless otherwise required herein, and as required by the
various provisions of this Consent Decree, accordance with Section XIV.

         3. Nucor may submit a request to EPA for approval of any proposed
changes to these approved SEPs, and EPA shall have fifteen (15) business days to
respond to the request. Resolution of any disputes arising in the context of
Nucor's SEP implementation will be handled in accordance with Section XX
(Dispute Resolution) of this Consent Decree.

         4. In the first quarterly report following completion of each SEP,
Nucor shall submit to EPA for approval a report containing the following
information:

                  a. a narrative description of the development and/or
implementation of the SEP;

                  b. a certification that the SEP was installed and/or operated
as required by Paragraph C(3) of this Attachment;

                  c. a certification that the SEP has been completed in
accordance with the plans set forth in Sections B and C below, or as modified
with EPA approval.

                                      -1-
<PAGE>

                  5. Each SEP must be implemented in conformance with all
federal, state and local laws.

B.       Continuous Emissions Monitoring Systems(CEMS) Installation and
Operation

         1. Within 30 days of commencement of full-time operations of the
control technology system required by this Consent Decree, but in no event later
than three (3) months from startup and shake-down, Nucor shall install, certify
and quality assure in accordance with Appendix F, 40 CFR Part 60, and shall
thereafter operate CEM on each u