form 10-q - rational investingrationalinvesting.com/present/nue.pdfsecond quarter 2008 united states...

FORM 10-QNUCOR CORP - nueFiled: August 05, 2008 (period: June 28, 2008)

Quarterly report which provides a continuing view of a company's financial position

Table of Contents

10-Q

Part I

Item 1 Financial Statements (unaudited) PART I.

Item 1. Financial Statements Item 2. Management s Discussion and Analysis of Financial Condition and

Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures PART II.

Item 1A. Risk Factors Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits SIGNATURES

EX-2 ( STAKE PURCHASE AGREEMENT BY AND AMONG )

EX-10 (Material contracts)

EX-10.1 (Material contracts)

EX-12.1 (Statement regarding computation of ratios)

EX-31 (Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002)

EX-31.1 (Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002)

EX-32 (Certifications required under Section 906 of the Sarbanes-Oxley Act of 2002)

EX-32.1 (Certifications required under Section 906 of the Sarbanes-Oxley Act of 2002)

SecondQuarter

2008

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For quarterly period endedJune 28, 2008

Commission file number1-4119

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.)

1915 Rexford Road, Charlotte, North Carolina 28211(Address of principal executive offices) (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ⌧ No � Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or asmaller reporting company. See definition of " large accelerated filer," "accelerated filer" and "smaller reorting company" inRule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ⌧ Accelerated filer � Non-accelerated filer � Smaller reporting company � Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes � No ⌧ 316,576,391 shares of common stock were outstanding at June 28, 2008.

Source: NUCOR CORP, 10-Q, August 05, 2008

Nucor CorporationForm 10-Q

June 28, 2008

INDEX PagePart I Financial Information Item 1 Financial Statements (unaudited) Condensed Consolidated Statements of Earnings - Six Months (26 Weeks) and Three Months (13 Weeks) Ended June 28, 2008 and June 30, 2007 3 Condensed Consolidated Balance Sheets - June 28, 2008 and December 31, 2007 4 Condensed Consolidated Statements of Cash Flows - Six Months (26 Weeks) Ended June 28, 2008 and June 30, 2007 5 Notes to Condensed Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3 Quantitative and Qualitative Disclosures About Market Risk 22 Item 4 Controls and Procedures 23 Part II Other Information Item 1A Risk Factors 23 Item 4 Submission of Matters to a Vote of Security Holders 23 Item 6 Exhibits 24 Signatures 24 List of Exhibits to Form 10-Q 25

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)(In thousands, except per share amounts)

Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Net sales $ 12,064,868 $ 7,936,995 $ 7,090,599 $ 4,168,110 Costs, expenses and other:

Cost of products sold 9,951,247 6,395,503 5,879,655 3,403,905 Marketing, administrative

and other expenses 389,886 285,135 220,172 148,925 Interest expense (income), net 45,079 (4,183) 26,734 4,979 Minority interests 179,707 138,159 87,936 77,587

10,565,919 6,814,614 6,214,497 3,635,396 Earnings before income taxes 1,498,949 1,122,381 876,102 532,714

Provision for income taxes 508,441 396,502 295,348 187,864 Net earnings $ 990,508 $ 725,879 $ 580,754 $ 344,850

Net earnings per share:

Basic $ 3.38 $ 2.41 $ 1.95 $ 1.14

Diluted $ 3.36 $ 2.39 $ 1.94 $ 1.14

Average shares outstanding:

Basic 293,291 301,168 298,262 301,302 Diluted 295,075 303,406 299,842 303,330

Dividends declared per share $ 1.04 $ 1.22 $ 0.52 $ 0.61 See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)(In thousands) June 28, 2008 Dec. 31, 2007 Assets Current assets:

Cash and cash equivalents $ 2,791,880 $ 1,393,943 Short-term investments - 182,450 Accounts receivable, net 2,611,590 1,611,844 Inventories 2,498,018 1,601,600 Other current assets 282,269 283,412

Total current assets 8,183,757 5,073,249 Property, plant and equipment, net 3,829,472 3,232,998 Goodwill 1,743,025 847,887 Other intangible assets, net 931,985 469,936 Other assets 304,217 202,052

Total assets $ 14,992,456 $ 9,826,122

Liabilities and stockholders' equity Current liabilities:

Short-term debt $ 1,439 $ 22,868 Long-term debt due within one year 175,000 - Accounts payable 1,826,777 691,668 Federal income taxes payable 45,019 - Salaries, wages and related accruals 435,464 436,352 Accrued expenses and other current liabilities 485,011 431,148

Total current liabilities 2,968,710 1,582,036 Long-term debt due after one year 3,091,600 2,250,300 Deferred credits and other liabilities 702,757 593,423 Minority interests 315,368 287,446 Stockholders' equity:

Common stock 149,566 149,302 Additional paid-in capital 1,606,541 256,406 Retained earnings 7,294,978 6,621,646 Accumulated other comprehensive income,

net of income taxes 260,261 163,362 9,311,346 7,190,716


Treasury stock (1,397,325) (2,077,799)

Total stockholders' equity 7,914,021 5,112,917

Total liabilities and stockholders' equity $ 14,992,456 $ 9,826,122

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)(In thousands)

Six Months (26 Weeks) Ended June 28, 2008 June 30, 2007 Operating activities:

Net earnings $ 990,508 $ 725,879 Adjustments:

Depreciation 231,232 196,149 Amortization 32,066 7,064 Stock-based compensation 31,148 23,386 Deferred income taxes (66,881) (52,976)Minority interests 179,702 138,156 Settlement of derivative hedges 11,166 (3,873)Changes in assets and liabilities (exclusive of acquisitions):

Accounts receivable (591,318) (196,132) Inventories (570,570) (144,500) Accounts payable 494,549 203,970 Federal income taxes 123,517 5,462 Salaries, wages and related accurals (14,505) (142,558) Other (22,375) (22,463)

Cash provided by operating activities 828,239 737,564 Investing activities:

Capital expenditures (501,669) (198,674)Sale of interest in affiliates - 29,500 Investment in affiliates (27,903) (15,040)Disposition of plant and equipment 6,551 740 Acquisitions (net of cash acquired) (1,591,817) (1,083,616)Purchases of investments (209,605) (276,945)Proceeds from the sale of investments 392,055 1,336,713 Proceeds from currency derivative contracts 1,441,862 517,241 Settlement of currency derivative contracts (1,424,292) (511,394)

Cash used in investing activities (1,914,818) (201,475) Financing activities:

Net change in short-term debt (21,429) (64,231)Proceeds from the issuance of long-term debt 989,715 - Issuance of common stock 1,994,565 9,895 Bond issuance costs (6,937) - Excess tax benefits from stock-based compensation 9,200 9,500 Distributions to minority interests (153,218) (149,857)Cash dividends (327,380) (365,836)Acquisition of treasury stock - (136,755)

Cash provided by (used in) financing activities 2,484,516 (697,284) Increase (decrease) in cash and cash equivalents 1,397,937 (161,195)


Cash and cash equivalents - beginning of year 1,393,943 785,651 Cash and cash equivalents - end of six months $ 2,791,880 $ 624,456

See notes to condensed consolidated financial statements.

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Nucor Corporation - Notes to Condensed Consolidated Financial Statements (Unaudited)

1. BASIS OF INTERIM PRESENTATION: The information furnished in Item I reflects all adjustments which are, in theopinion of management, necessary to a fair statement of the results for the interim periods and are of a normal andrecurring nature. The information furnished has not been audited; however, the December 31, 2007 condensedconsolidated balance sheet data was derived from audited financial statements but does not include all disclosures requiredby accounting principles generally accepted in the United States of America. The condensed consolidated financialstatements should be read in conjunction with the consolidated financial statements and the notes thereto included inNucor’s annual report for the fiscal year ended December 31, 2007. Certain amounts for the prior year have beenreclassified to conform to the 2008 presentation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventories Valuation - Inventories are stated at the lower of

cost or market. Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 51%of total inventories as of June 28, 2008 (60% as of December 31, 2007). All inventories held by the parent company andNucor-Yamato Steel Company are valued using the LIFO method of accounting except for supplies that are consumedindirectly in the production process, which are valued using the FIFO method of accounting. All inventories held by theparent company’s other subsidiaries are valued using the FIFO method of accounting.

Accounting Pronouncements Recently Adopted - Effective January 1, 2008, Nucor adopted FASB Statement No. 157, “FairValue Measurements” (“SFAS 157”), as it applies to financial assets and liabilities, which defines fair value, establishes aframework for measuring fair value and expands disclosures. The adoption of SFAS 157 for financial assets and liabilitiesdid not have a material impact on our consolidated financial statements. See Note 11 for additional information regardingthe adoption of this standard.

Recent Accounting Pronouncements - In December 2007, the FASB issued Statement No. 141 (revised 2007), “BusinessCombinations” (“SFAS 141R”), and Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements,an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 141R establishes principles andrequirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, anynon-controlling interest in the acquiree and the goodwill acquired. SFAS 160 outlines the accounting and reporting forownership interest in a subsidiary held by parties other than the parent. SFAS 141R and SFAS 160 are effective for Nucorin 2009. Management is currently evaluating the impact of these statements.

In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and HedgingActivities” (SFAS 161), which is effective for Nucor in 2009. SFAS 161 amends SFAS 133, “Accounting for DerivativeInstruments and Hedging Activities” and requires enhanced disclosures about a company’s derivative and hedgingactivities. This standard is not expected to have a material impact on Nucor’s consolidated financial statements.

3. ACQUISITIONS: On February 29, 2008, Nucor completed the acquisition of the stock of SHV North AmericaCorporation, which owns 100% of The David J. Joseph Company (“DJJ”) and related affiliates, for a purchase price ofapproximately $1.44 billion. DJJ has been the broker of ferrous scrap for Nucor since 1969. In addition to its scrapprocessing and brokerage operations, DJJ owns over 2,000 scrap-related railcars and provides complete fleet managementand logistics services to third parties.

Since scrap is Nucor’s largest single cost, the acquisition of DJJ provides an ideal growth platform for Nucor to expandour direct ownership in the steel scrap supply chain and further our raw materials strategy. The acquisition of DJJ’sscrap processing assets provides a partial hedge to our steel mills against scrap market volatility.

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We have preliminarily allocated the purchase price to the individual assets acquired and liabilities assumed. Ourvaluations are subject to adjustment as additional information is obtained; however, these adjustments are not expected tobe material. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed of DJJas of the date of acquisition (in thousands):

Current assets $ 758,748 Property, plant and equipment 288,440 Goodwill 835,608 Other intangible assets 449,167 Other assets 6,211

Total assets acquired 2,338,174 Current liabilities (695,520)Long-term debt (16,300)Deferred credits and other liabilities (182,747)

Total liabilities assumed (894,567) Net assets acquired $ 1,443,607

The preliminary purchase price allocation to the identifiable intangible assets is as follows (in thousands, except

years):

Weighted - Average

Life Customer relationships $ 389,200 20 years Trade names 56,200 20 years Other 3,767 18 years $ 449,167 20 years

The majority of the goodwill has been preliminarily allocated to the raw materials segment (see Note 6).

The results of DJJ have been included in the consolidated financial statements from the date of acquisition. Unauditedpro forma operating results for Nucor, assuming the acquisition of DJJ occurred at the beginning of each period are asfollows (in thousands, except per share data):

Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Net sales $ 12,513,855 $ 8,974,870 $ 7,090,599 $ 4,685,239 Net earnings 1,002,269 751,939 580,754 356,389 Net earnings per share:

Basic $ 3.42 $ 2.50 $ 1.95 $ 1.18 Diluted $ 3.40 $ 2.48 $ 1.94 $ 1.17

At the beginning of the second quarter of 2008, Nucor acquired substantially all the assets of Metal Recycling Services

Inc. (“MRS”) for approximately $57.0 million. Based in Monroe, North Carolina, MRS, which will become part of DJJ,operates a full-service processing facility and two feeder years. In April 2008, DJJ acquired substantially all the assets ofGalamba Metals Group, which will operate under the Advantage Metals Recycling, LLC (“AMR”) name, forapproximately $112.6 million. AMR operates 16 full-service scrap processing facilities in Kansas, Missouri and Arkansas.The cash purchase price of these two acquisitions resulted in goodwill of approximately $54.8 million that has beenallocated to the raw materials segment. The purchase price also includes approximately $48.5 million of identifiable


intangibles, primarily customer relationships that are being amortized over 20 years.

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4. INVENTORIES: Inventories consist of approximately 56% raw materials and supplies and 44% finished and

semi-finished products at June 28, 2008 (43% and 57%, respectively, at December 31, 2007). Nucor’s manufacturingprocess consists of a continuous, vertically integrated process from which products are sold to customers at various stages.Since most steel products can be classified as either finished or semi-finished products, these two categories of inventoryare combined.

If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $864.5 million higher atJune 28, 2008 ($581.5 million higher at December 31, 2007).

5. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of$4.14 billion at June 28, 2008 ($3.92 billion at December 31, 2007).

6. GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the sixmonths ended June 28, 2008 by segment is as follows (in thousands):

Steel Mills Steel Products Raw Materials All Other Total Balance at December 31,2007

$ 2,007 $ 786,491 $ - $ 59,389 $ 847,887

Acquisitions - 8,383 890,442 - 898,825 Purchase price

adjustments of previousacquisitions

- 2,566 - - 2,566

Translation - (6,253) - - (6,253) Balance at June 28, 2008 $ 2,007 $ 791,187 $ 890,442 $ 59,389 $ 1,743,025

Goodwill resulting from the acquisition of DJJ accounts for almost all of the increase in goodwill in the first half of

2008 and is presented based upon Nucor’s preliminary purchase price allocation. The majority of goodwill is not taxdeductible.

Intangible assets with estimated lives of five to 22 years are amortized on a straight-line or accelerated basis and arecomprised of the following (in thousands): June 28, 2008 December 31, 2007

GrossAmount

AccumulatedAmortization

GrossAmount

AccumulatedAmortization

Customer relationships $ 849,169 $ 47,775 $ 414,514 $ 20,042 Trademarks and tradenames

115,125 4,202 59,431 1,746

Other 27,868 8,200 24,102 6,323 $ 992,162 $ 60,177 $ 498,047 $ 28,111

Intangible asset amortization expense was $32.1 million and $7.1 million in the first six months of 2008 and 2007,respectively, and was $18.7 million and $5.1 million in the second quarter of 2008 and 2007, respectively. Annualamortization expense is estimated to be $68.8 million in 2008; $70.4 million in 2009; $66.0 million in 2010; $62.3 million in2011; and $59.0 million in 2012.

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7. CURRENT LIABILITIES: Book overdrafts, included in accounts payable in the balance sheet, were $248.3 million at June

28, 2008 (none at December 31, 2007). Dividends payable, included in accrued expenses and other current liabilities in thebalance sheet, were $166.3 million at June 28, 2008 ($176.5 million at December 31, 2007).

8. DEBT AND OTHER FINANCING ARRANGEMENTS: In June 2008, Nucor issued $1.00 billion in debt in three

tranches: $250 million 5% notes due 2013, $500 million 5.85% notes due 2018 and $250 million 6.4% notes due 2037. Netproceeds of the issuance were $982.8 million. Discount and issuance costs of $17.2 million have been capitalized related tothis debt and are amortized over the respective lives of the notes.

During the first six months of 2008, Nucor issued and repaid $800 million of commercial paper, which had maturities up to 90days.

In June 2008, Nucor received increased commitments under its existing five-year unsecured revolving credit facility to providefor up to $1.3 billion in revolving loans. The multi-year revolving credit agreement matures in November 2012 and wasamended in June to allow up to $200 million in additional commitments at Nucor’s election in accordance with the termsset forth in the credit agreement. No borrowings were outstanding under the credit facility as of June 28, 2008.

9. CAPITAL STOCK: In May 2008, Nucor completed a public offering of 27,667,580 common shares at an offering price of$74.00 per share. Net proceeds of the offering were approximately $1.99 billion, after deducting underwriting discountsand commissions and offering expenses.

10. DERIVATIVES: Nucor uses derivative financial instruments from time-to-time primarily to partially manage its exposureto price risk related to natural gas purchases used in the production process as well as copper and aluminum purchasedfor resale to its customers. In addition, Nucor uses derivatives from time-to-time to partially manage its exposure tochanges in interest rates on outstanding debt instruments and uses forward foreign exchange contracts to hedge cash flowsassociated with certain assets and liabilities, firm commitments and anticipated transactions.

Nucor recognizes all derivative instruments in the condensed consolidated balance sheets at fair value. Any resultingchanges in fair value would be recorded as adjustments to other comprehensive income (loss), net of tax, or recognized innet earnings, as appropriate.

In the first half of 2008, the Company entered into a series of forward foreign currency contracts in order to mitigatethe risk of currency fluctuation on the anticipated joint venture with the Duferco Group. These contracts had a notionalvalue of €423.5 million and matured in the second quarter of 2008 resulting in gains of $17.6 million. There were nooutstanding forward foreign currency contracts at June 28, 2008.

Of the total $153.6 million fair value of commodity contracts at June 28, 2008, $82.3 million is recorded in othercurrent assets, $75.2 million is recorded in other assets and $3.9 million is recorded in accrued expenses and other currentliabilities. Of the total $6.1 million fair value of commodity contracts at December 31, 2007, $10.5 million is included inother assets and $4.4 million is recorded in accrued expenses and other current liabilities.

11. FAIR VALUE MEASUREMENTS: Effective January 1, 2008, Nucor adopted SFAS 157 as described in Note 2. SFAS 157is effective for Nucor in 2008 for financial assets and liabilities and effective for non-financial assets and liabilities in 2009.The implementation of SFAS 157 for financial assets and liabilities did not have a material impact on our consolidatedfinancial statements. Management has not yet determined the impact from the adoption of SFAS 157 as it pertains tonon-financial assets and liabilities.

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The following table summarizes information regarding Nucor’s financial assets and financial liabilities that aremeasured at fair value as of June 28, 2008 (in thousands):

Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant

Carrying Markets for Other Significant Amount in Identical Observable Unobservable Consolidated Assets Inputs Inputs

Description Balance Sheet (Level 1) (Level 2) (Level 3) Cash equivalents $ 1,688,772 $ 1,688,772 $ - $ - Derivatives 152,577 - 152,577 - $ 1,841,349 $ 1,688,772 $ 152,577 $ -

Nucor uses derivatives from time to time to mitigate the effect of natural gas cost fluctuations, foreign currency

fluctuations, interest rate movements, and price fluctuations of aluminum and copper purchased for resale to itscustomers. Fair value measurements for Nucor’s cash equivalents are classified under Level 1 because such measurementsare based on quoted market prices in active markets for identical assets. Fair value measurements for Nucor’s derivativesare classified under Level 2 because such measurements are based on published market prices for similar assets or areestimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot andfuture exchange rates.

12. CONTINGENCIES: Nucor is subject to environmental laws and regulations established by federal, state and localauthorities and makes provision for the estimated costs related to compliance. Of the undiscounted total of $29.7 million ofaccrued environmental costs at June 28, 2008 ($19.9 million at December 31, 2007), $10.7 million was classified in accruedexpenses and other current liabilities ($16.6 million at December 31, 2007) and $19.0 million was classified in deferredcredits and other liabilities ($3.3 million at December 31, 2007).

Other contingent liabilities with respect to product warranties, legal proceedings and other matters arise in the

normal course of business. In the opinion of management, no such matters exist which would have a material effect on theconsolidated financial statements.

13. STOCK-BASED COMPENSATION: Stock Options - A summary of activity under Nucor’s stock option plans for the sixmonths ended June 28, 2008 is as follows (in thousands, except year and per share amounts):

Weighted - Weighted - Average Average Aggregate Exercise Remaining Intrinsic Shares Price Contractual Life Value Number of shares underoption:

Outstanding atbeginning of year

1,852 $ 20.37

Exercised (421) 20.51 $ 20,930 Canceled - - Outstanding at June 28,2008

1,431 $ 20.33 2.8 Years $ 78,027

Options exercisable atJune 28, 2008

1,431 $ 20.33 2.8 Years $ 78,027


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As of March 1, 2006 all outstanding options were vested; therefore, no compensation expense related to stock optionswas recorded in the first six months of 2008 or 2007. The amount of cash received from the exercise of stock optionstotaled $8.6 million and $2.5 million in the first half and second quarter of 2008, respectively.

Restricted Stock Awards - Nucor’s Senior Officers Annual Incentive Plan (the “AIP”) and Long-Term Incentive Plan (the“LTIP”) authorize the award of shares of common stock to officers subject to certain conditions and restrictions. TheLTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurementperiod at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIPrestricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’sattainment of age fifty-five while employed by Nucor. Although participants are entitled to cash dividends and may votesuch awarded shares, the sale or transfer of such shares is limited during the restricted period.

The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to deferpayment of up to one-half of an annual incentive award. In such event, the deferred AIP award is converted into commonstock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25% of thenumber of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIPawards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment ofage fifty-five while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares ofcommon stock following their termination of employment with Nucor.

A summary of Nucor’s restricted stock activity under the AIP and LTIP for the first six months of 2008 is as follows(shares in thousands):

Grant Date Shares Fair Value Restricted stock awards and units:

Unvested at beginning of year 479 $ 51.93 Granted 280 67.33 Vested (379) 53.85 Canceled - - Unvested at June 28, 2008 380 $ 61.37

Shares reserved for future grants 1,987

Compensation expense for common stock and common stock units awarded under the AIP and LTIP is recorded over

the performance measurement and vesting periods based on the anticipated number and market value of shares ofcommon stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’sfinancial performance, exclusive of amounts payable in cash, was $9.4 million and $9.0 million in the first half of 2008 and2007, respectively, and was $5.1 million and $4.0 million in the second quarter of 2008 and 2007, respectively. At June 28,2008, unrecognized compensation expense related to unvested restricted stock was $6.6 million, which is expected to berecognized over a weighted-average period of 1.8 years.

Restricted Stock Units: Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employeedirectors. The RSUs typically vest and are converted to common stock in three equal installments on each of the first threeanniversaries of the grant date. A portion of the RSUs awarded to senior officers vest upon the officer’s retirement.Retirement, for purposes of vesting in these units only, means termination of employment with approval of theCompensation and Executive Development Committee after satisfying age and years of service requirements. RSUsgranted to non-employee directors are fully vested on the grant date and are payable to the non-employee director in theform of common stock after the termination of the director’s service on the board of directors.

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RSUs granted to employees who are eligible for retirement on the date of grant or will become retirement-eligible

prior to the end of the vesting term are expensed over the period through which the employee will becomeretirement-eligible since the awards vest upon retirement from the Company. Compensation expense for RSUs granted toemployees who are not retirement-eligible is recognized on a straight-line basis over the vesting period. Cash dividendequivalents are paid to participants each quarter. Dividend equivalents paid on units expected to vest are recognized as areduction in retained earnings.

The fair value of the RSUs is determined based on the closing stock price of Nucor’s common stock on the day beforethe grant. A summary of Nucor’s restricted stock unit activity for the first six months of 2008 is as follows (shares inthousands):

Grant Date Shares Fair Value Restricted stock awards and units:

Unvested at beginning of year 918 $ 60.82 Granted 679 74.80 Vested (439) 64.39 Canceled (3) 60.67 Unvested at June 28, 2008 1,155 $ 67.68

Shares reserved for future grants 17,007

Compensation expense for RSUs was $21.7 million and $14.4 million in the first half of 2008 and 2007, respectively,

and was $16.4 million and $11.8 million in the second quarter of 2008 and 2007, respectively. As of June 28, 2008, therewas $68.9 million of total unrecognized compensation cost related to nonvested RSUs, which is expected to be recognizedover a weighted-average period of 2.1 years.

14. EMPLOYEE BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor’sexpense for these benefits was $156.1 million and $117.0 million in the first half of 2008 and 2007, respectively, and was$88.3 million and $54.3 million in the second quarter of 2008 and 2007, respectively.

15. INTEREST EXPENSE (INCOME): The components of net interest (income) expense are as follows (in thousands):

Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Interest expense $ 64,072 $ 26,243 $ 34,288 $ 15,701 Interest income (18,993) (30,426) (7,554) (10,722)Interest expense (income),net

$ 45,079 $ (4,183) $ 26,734 $ 4,979

16. INCOME TAXES: The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2005 and 2006 federal incometax returns. Management believes that the Company has adequately provided for any adjustments that may arise fromthis audit. Nucor has substantially concluded U.S. federal income tax matters for years through 2004. The 2007 tax year isopen to examination by the IRS. The tax years 2003 through 2007 remain open to examination by other major taxingjurisdictions to which Nucor is subject.

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17. COMPREHENSIVE INCOME: The components of total comprehensive income are as follows (in thousands):

Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Net earnings $ 990,508 $ 725,879 $ 580,754 $ 344,850 Net unrealized gain (loss) onhedging derivatives, net ofincome taxes

102,796 5,216 67,040 (6,700)

Reclassification adjustmentfor (gain) loss on settlementof hedging derivativesincluded in net income, net ofincome taxes

(7,066) 2,484 (7,249) 1,500 Foreign currency translationgain, net of income taxes

1,170 31,502 13,975 29,016

Other - 3,208 - - Total comprehensive income $ 1,087,408 $ 768,289 $ 654,520 $ 368,666

18. SEGMENTS: Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel

mills segment includes carbon and alloy steel in sheet, bars, structural and plate. The steel products segment includes steeljoists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finish steel, steel fasteners, metal buildingsystems, light gauge steel framing, steel grating and expanded metal, and wire and wire mesh. The raw materials segmentincludes DJJ, the scrap broker and processor that Nucor acquired on February 29, 2008; Nu-Iron Unlimited, a facility thatproduces direct reduced iron used by the steel mills; and certain equity method investments. The “All other” categoryprimarily includes Novosteel S.A., a steel trading business of which Nucor owns 75%. The segments are consistent with theway Nucor manages its business, which is primarily based upon the similarity of the types of products produced and soldby each segment.

Interest expense, minority interests, other income, profit sharing expense and changes in the LIFO reserve andenvironmental accruals are shown under Corporate/eliminations. Corporate assets primarily include cash and cashequivalents, short-term investments, deferred income tax assets and investments in affiliates.

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The company’s results by segment were as follows (in thousands): Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Net sales to external customers:

Steel mills $ 8,652,590 $ 6,609,410 $ 4,893,137 $ 3,336,156 Steel products 2,004,778 1,232,791 1,119,271 748,759 Raw materials 1,162,258 - 927,029 - All other 245,242 94,794 151,162 83,195

$ 12,064,868 $ 7,936,995 $ 7,090,599 $ 4,168,110

Intercompany sales:

Steel mills 1,062,744 $ 575,766 $ 576,189 $ 320,614 Steel products 20,971 14,985 12,673 8,783 Raw materials 3,670,566 139,750 3,002,239 76,943 All other 2,191 11,336 1,849 11,055 Corporate/eliminations (4,756,472) (741,837) (3,592,950) (417,395)

$ - $ - $ - $ -

Earnings before income taxes:

Steel mills $ 1,839,866 $ 1,402,794 $ 1,040,582 $ 667,465 Steel products 150,449 120,748 100,263 71,223 Raw materials 132,200 (11,379) 115,624 (12,949)All other 20,216 2,104 17,448 1,923 Corporate/eliminations (643,782) (391,886) (397,815) (194,948)

$ 1,498,949 $ 1,122,381 $ 876,102 $ 532,714

June 28, 2008 Dec. 31, 2007 Segment assets:

Steel mills $ 6,264,380 $ 5,134,277 Steel products 3,219,514 2,938,964 Raw materials 3,548,611 465,105 All other 187,547 182,840 Corporate/eliminations 1,772,404 1,104,936

$ 14,992,456 $ 9,826,122

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19. EARNINGS PER SHARE: The computations of basic and diluted net earnings per share are as follows (in thousands,except per share amounts):

Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Basic net earnings per share:

Basic net earnings $ 990,508 $ 725,879 $ 580,754 $ 344,850

Average shares outstanding 293,291 301,168 298,262 301,302

Basic net earnings per share $ 3.38 $ 2.41 $ 1.95 $ 1.14

Diluted net earnings per share:

Diluted net earnings $ 990,508 $ 725,879 $ 580,754 $ 344,850

Diluted average sharesoutstanding:

Basic shares outstanding 293,291 301,168 298,262 301,302 Dilutive effect of stockoptions

and other 1,784 2,238 1,580 2,028 295,075 303,406 299,842 303,330

Diluted net earnings per share $ 3.36 $ 2.39 $ 1.94 $ 1.14

20. SUBSEQUENT EVENT: In July 2008, Nucor completed the acquisition of 50% of the stock of Duferdofin - Nucor S.r.l.,

for the purchase price of €423.5 million (approximately $658 million). The company will operate from its currentheadquarters in San Zeno, Italy. Duferdofin - Nucor S.r.l. operates a steel melting and bloom/billet caster in San Zeno aswell as rolling mills in Pallanzeno and Giammoro. This joint venture increases Nucor’s international presence and enablesthe Company to serve the growing markets for structural shapes in Southern Europe and North Africa.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements made in this quarterly report are forward-looking statements that involve risks and uncertainties.These forward-looking statements reflect the Company’s best judgment based on current information, and although we basethese statements on circumstances that we believe to be reasonable when made, there can be no assurance that future eventswill not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guaranteesof future performance, and actual results may vary materially from the results and expectations discussed in this report.Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-lookingstatements include, but are not limited to: (1) the sensitivity of the results of our operations to volatility in steel prices andchanges in the supply and cost of raw materials, including scrap steel; (2) availability and cost of electricity and natural gas;(3) market demand for steel products, which, in the case of many of our products, is driven by the level of non-residentialconstruction activity in the U.S.; (4) competitive pressure on sales and pricing, including pressure from imports and substitutematerials; (5) uncertainties surrounding the global economy, including excess world capacity for steel production andfluctuations in currency conversion rates; (6) U.S. and foreign trade policy affecting steel imports or exports; (7) significantchanges in government regulations affecting environmental compliance; (8) the cyclical nature of the steel industry; (9) capitalinvestments and their impact on our performance; and (10) our safety performance.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statementsincluded elsewhere in this report, as well as the audited consolidated financial statements and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the yearended December 31, 2007.

Overview

Nucor and affiliates are manufacturers of steel products, with operating facilities primarily in the U.S. and Canada. Thesteel mills segment produces carbon and alloy steel in bars, beams, sheet and plate. The steel products segment produces steeljoists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal buildingsystems; light gauge steel framing; steel grating and expanded metal; and wire and wire mesh. The raw materials segmentproduces direct reduced iron used by the steel mills; brokers ferrous and nonferrous metals, pig iron and HBI/DRI; suppliesferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America's largest recycler.

In February 2008, Nucor completed its acquisition of the stock of SHV North America Corporation, which owns 100% ofThe David J. Joseph Company and related affiliates, for a purchase price of approximately $1.44 billion. DJJ now operates asa wholly owned subsidiary of Nucor Corporation and is headquartered in Cincinnati, Ohio. The principal activities of DJJ,which has been the broker of ferrous scrap to Nucor since 1969, include the operation of scrap recycling facilities (processing);brokerage services for scrap, ferro-alloys, pig iron and scrap substitutes; mill and industrial services; and rail and logisticsservices. DJJ has been included in Nucor’s raw materials segment.

Since scrap is Nucor’s largest single cost, the acquisition of DJJ provides an ideal growth platform for Nucor to expandour direct ownership in the steel scrap supply chain and further our raw materials strategy. In the second quarter of 2008,Nucor acquired substantially all the assets of Metal Recycling Services Inc. (“MRS”) for approximately $57.0 million. Based inMonroe, North Carolina, MRS, which is managed by DJJ, operates a full-service processing facility and two feeder yards. InApril 2008, DJJ acquired substantially all the assets of Galamba Metals Group, which will operate under the AdvantageMetals Recycling, LLC (“AMR”) name, for approximately $112.6 million. AMR operates 16 full-service scrap processingfacilities in Kansas, Missouri and Arkansas. The acquisition of these scrap processing assets provide a partial hedge to oursteel mills against scrap market volatility.

Steel production was 11,874,000 tons in the first half of 2008, compared with 11,103,000 tons produced in the first half of2007, an increase of 7%. Total steel shipments increased 9% to 12,068,000 tons in the first half of 2008, compared with11,067,000 tons in last year’s first half. Steel sales to outside customers increased 5% to 10,597,000 tons in the first half of2008, compared with 10,119,000 tons in last year’s first half. In March 2007 Nucor acquired a large customer, Harris SteelGroup Inc. (“Harris”), causing a shift from outside sales tons to inside sales tons. If Nucor continues to acquire downstreambusinesses, the percentage of our steel production sold to inside customers may continue to increase.


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In the steel products segment, steel joist production during the first half of 2008 was 272,000 tons, compared with 265,000tons in the first half of 2007, an increase of 3%. Steel deck sales were 255,000 tons in the first half of 2008, compared with232,000 tons in last year's first half, an increase of 10%. Cold finished steel sales increased 35% to 279,000 tons in the first halfof 2008, compared with 206,000 tons in the first half of 2007. Sales of fabricated concrete reinforcing steel increased from204,000 in the first half of 2007 to 411,000 tons in the first half of 2008.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments wereapproximately 94%, 75% and 87%, respectively, in the first half of 2008, compared with 88%, 77% and 76%, respectively, inthe first half of 2007.

Results of Operations

Net Sales Net sales to external customers by segment for the first six months and second quarter of 2008 and 2007 were asfollows:

Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 % Change June 28, 2008 June 30, 2007 % Change Steel mills $ 8,652,590 $ 6,609,410 31% $ 4,893,137 $ 3,336,156 47% Steel products 2,004,778 1,232,791 63% 1,119,271 748,759 49% Raw materials 1,162,258 - - 927,029 - - All other 245,242 94,794 159% 151,162 83,195 82% Net sales $ 12,064,868 $ 7,936,995 52% $ 7,090,599 $ 4,168,110 70%

Net sales for the first half of 2008 increased 52% from last year’s first half due to a 21% increase in average sales priceper ton from $704 in the first half of 2007 to $850 in the first half of 2008 and a 26% increase in total tons shipped to outsidecustomers.

The 31% increase in sales for the first six months of 2008 in the steel mills segment was primarily attributable to the $164per ton (25%) increase in average realized prices from the same period last year. In addition, steel sales to outside customersincreased 5% from the first half of 2007 to the first half of 2008.

The 63% increase in the steel products segment’s sales for the first half of the year resulted primarily from an increase ofapproximately 45% in shipments. The higher volume of shipments is mainly attributable to the acquisition of Harris in March2007 and Magnatrax Corporation in August 2007. Subsequent to its acquisition by Nucor, Harris has continued to grow itsrebar fabrication business by acquiring other rebar fabrication companies, which also contributed to the rise in shipments.The increased sales for this segment were also due to a 13% increase in average sales price per ton.

In the raw materials segment, approximately 76% of outside sales in the first half of 2008 were from the brokerageoperations of DJJ and approximately 22% of the outside sales were from the scrap processing facilities. Prior to theacquisition of DJJ, there were no outside sales of raw materials.

The “All other” category includes Novosteel S. A., a steel trading business of which Nucor, through Harris, owns 75%.The 159% increase in sales for the first six months of 2008 over 2007 is due to Nucor owning the interest in Novosteel for sixmonths in 2008 compared to approximately three months in 2007, combined with an increased sales price per ton.

Net sales for the second quarter of 2008 increased 70% from the second quarter of 2007. Average sales price per tonincreased 24% from $742 in the second quarter of 2007 to $917 in the second quarter of 2008, while total tons shipped tooutside customers increased 38% over the same period last year. Net sales increased 43% from the first quarter of this yeardue to a 19% increase in average sales price per ton over the first quarter of 2008 and a 20% increase in total tons shipped tooutside customers.

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Net sales for the steel mills segment increased 47% over the second quarter of 2007 due to the $225 (33%) increase in theaverage sales price per ton. Steel sales to outside customers also increased 10% from 4,890,000 tons in the second quarter of2007 to 5,394,000 tons in the second quarter of 2008.

The 49% increase in the steel products segment’s sales for the second quarter was due to a 30% increase in shipments,primarily attributable to acquisitions, as well as a 15% increase in the average sales price per ton.

In the second quarter of 2008, approximately 78% of outside sales in the raw materials segment were from the brokerageoperations of DJJ and approximately 21% of the outside sales were from the scrap processing facilities.

Gross Margins For the first half of 2008, Nucor recorded gross margins of $2.11 billion (18%), compared to $1.54 billion (19%)in the first half of 2007. The year-over-year dollar increase was the result of increased average sales price per ton for mostproducts, the 5% increase in steel shipments to outside customers and the significant acquisitions made by Nucor in the last 18months. The decrease in our gross margin percentage was due principally to the following factors:

• The cost of raw materials, including scrap and energy, continued to escalate. In the steel mills segment, the averageprice of raw materials used increased approximately 43% from the first half of 2007 to the first half of 2008, primarilydue to the increased cost of scrap, our main raw material. The average scrap and scrap substitute cost per ton used inthe first half of 2008 was $396, an increase of 44% compared with $275 in the first half of 2007. Energy costs increased$5 per ton over the prior year period. In the steel products segment, the average price of raw materials used increasedapproximately 17% from the first half of 2007 to the first half of 2008.

• As a result of these increased raw material and energy costs, Nucor incurred a record LIFO charge of $283.0 million inthe first half of 2008, compared with a charge of $91.0 million in the first half of 2007. (LIFO charges for interimperiods are based on management’s estimates of both inventory prices and quantities at year-end. The actual amountswill likely differ from these estimated amounts, and such differences may be significant.)

• DJJ’s business of collecting and processing ferrous and non-ferrous materials for resale typically operates at lowermargins than Nucor has historically experienced as a manufacturer of steel and steel products.

• Pre-operating and start-up costs of new facilities increased from $25.0 million in the first half of 2007 to $45.0 million inthe first half of 2008. In 2008 and 2007, these costs primarily related to the HIsmelt project in Kwinana, Australia, theconstruction of the SBQ mill in Memphis, Tennessee, the start-up of our building systems facility in Brigham City,Utah and the Castrip

® project in Blytheville, Arkansas.

For the second quarter of 2008, Nucor recorded gross margins of $1.21 billion (17%), compared to $764.2 million (18%) inthe second quarter of 2007. The year-over-year dollar increase was the result of increased average sales price per ton for mostproducts, the 10% increase in steel shipments to outside customers and the significant acquisitions made by Nucor in the last18 months. The decrease in our gross margin percentage was due principally to the following factors:

• In the steel mills segment, the average price of raw materials used increased approximately 56% from the secondquarter of 2007 to the second quarter of 2008, primarily due to the increased cost of scrap. The average scrap andscrap substitute cost per ton used was $456 in the second quarter of 2008, an increase of 57% compared with $291 inthe second quarter of 2007. Energy costs increased $5 per ton over the prior year period. In the steel products segment,the average price of raw materials used increased approximately 32% from the second quarter of 2007 to the secondquarter of 2008.

• Nucor incurred a record LIFO charge of $214.0 million in the second quarter of 2008, compared with a charge of $66.5million in last year’s second quarter. The LIFO expense in the second quarter of 2008 was greater than the total LIFOexpense for all of 2007.

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• DJJ’s business of collecting and processing ferrous and non-ferrous materials for resale typically operates at lower

margins than Nucor has historically experienced as a manufacturer of steel and steel products. • Pre-operating and start-up costs of new facilities increased to $22.1 million in the second quarter of 2008, compared

with $13.8 million in the second quarter of 2007.

Nucor’s raw material surcharge has helped offset the impact of significantly more volatile scrap prices and allowed us topurchase the scrap needed to fill our customers’ orders. Changes in scrap prices are based on changes in the global supply anddemand for scrap, which is tied to the global supply and demand for steel products. Demand for scrap and other rawmaterials has risen sharply in recent years in response to increased demand, both domestically and internationally, for a widerange of products made from steel without a corresponding increase in the global supply of those raw materials. Oursurcharges are based upon changes in widely-available market indices for prices of scrap and other raw materials. Wemonitor those market indices closely and make adjustments as needed, but generally on a monthly basis, to the surcharges andsometimes directly to the selling prices, for our products. The majority of our steel sales are to spot market customers whoplace their orders each month based on their business needs and our pricing competitiveness compared with both domesticand global producers and trading companies. We also include in all of our contracts a method of adjusting prices on a monthlybasis to reflect changes in scrap prices. Contract sales typically have a term ranging from six months to two years. Althoughthere will always be a timing difference between changes in theprices we pay for raw materials and the adjustments we make, we believe that the surcharge mechanism, which our customersunderstand is a necessary response by us to the market forces of supply and demand for our raw materials, continues to be aneffective means of maintaining our margins.

Marketing, Administrative and Other Expenses The major components of marketing, administrative and other expenses arefreight and profit sharing costs. Unit freight costs increased 11% in the first half of 2008 over the first half of 2007, andincreased 16% from the second quarter of 2007 to the second quarter of 2008. Profit sharing costs, which are based upon andgenerally fluctuate with pre-tax earnings, increased approximately 34% in the first half of 2008 over the first half of 2007, andincreased approximately 62% from the second quarter of 2007 to the second quarter of 2008. Profit sharing costs alsofluctuate based on Nucor’s achievement of certain financial performance goals, including comparisons of Nucor’s financialperformance to peers in the steel industry and to other high performing companies. Interest Expense (Income) Net interest expense (income) for the first six months and second quarter of 2008 and 2007 was asfollows: Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 28, 2008 June 30, 2007 June 28, 2008 June 30, 2007 Interest expense $ 64,072 $ 26,243 $ 34,288 $ 15,701 Interest income (18,993) (30,426) (7,554) (10,722)Interest expense (income), net $ 45,079 $ (4,183) $ 26,734 $ 4,979

Gross interest expense increased from the first half of 2007 to the first half of 2008 due to an increase in average debtoutstanding of approximately 175% accompanied by an increase in average interest rates from 4.7% to 5.0%. Nucor hasissued $2.3 billion in notes since the beginning of the fourth quarter of 2007. During the first six months of 2008, Nucor issuedand repaid $800 million of commercial paper. The interest rates on the $2.3 billion in notes are higher than the rates on themajority of Nucor’s pre-existing debt. Gross interest income decreased from the first half of 2007 to the first half of 2008 dueto a 23% decrease in average investments combined with a decrease in the average interest rate earned on investments.Average investments decreased due to cash payments for acquisitions in 2007 and 2008 and repurchases of common stockduring 2007. The decrease was partially offset near the end of the second quarter of 2008 by proceeds received from theissuance of stock and debt.

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In the second quarter of 2008, gross interest expense increased over the prior year primarily due to the tripling of averagedebt outstanding. Gross interest income decreased mainly due to a decrease in the average interest rate earned on investments.

Minority Interests Minority interests represent the income attributable to the minority partners of Nucor’s joint ventures,primarily Nucor-Yamato Steel Company (“NYS”), Novosteel S.A., and Barker Steel Company, Inc., of which Nucor owns51%, 75% and 90%, respectively. The six-month and quarter increases in minority interests were primarily attributable to theincreased earnings of NYS, which are due to the strength of the structural steel market. Under the NYS partnershipagreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner topay applicable U.S. federal and state income taxes.

Provision for Income Taxes Nucor had an effective tax rate of 33.9% in the first six months of 2008 compared with 35.3% inthe first six months of 2007. The effective tax rate in the second quarter of 2008 was 33.7% compared with 35.3% in thesecond quarter of 2007. The rate decrease was primarily due to an increase in the rate benefit from foreign operations. TheIRS is currently examining Nucor’s 2005 and 2006 federal income tax returns. Management believes that the company hasadequately provided for any adjustments that may arise from this audit.

Net Earnings and Return on Equity Net earnings and earnings per share in the first half of 2008 increased 36% and 41%,respectively, to a record $990.5 million and $3.36 per diluted share, compared with $725.9 million and $2.39 per diluted sharein the first half of 2007. Net earnings as a percentage of net sales were 8% and 9%, respectively, in the first half of 2008 and2007. Return on average stockholders’ equity was approximately 30.8% and 29.2% in the first half of 2008 and 2007,respectively.

Net earnings and earnings per share in the second quarter of 2008 increased 68% and 70%, respectively, to a record$580.8 million and $1.94 per diluted share, compared with $344.9 million and $1.14 per diluted share in the second quarter of2007. Net earnings as a percentage of net sales was 8% in both the second quarter of 2008 and 2007.

Outlook The outlook for the third quarter remains positive, as we expect continued strength in our sheet, plate, beam and barbusinesses due to the solid global demand for steel. Although our downstream businesses will be challenged by rising steelprices, we expect continued good results from this segment.

Nucor’s margins and overall profitability are affected by the global balance of supply and demand for steel, steel productsand raw materials. Our margins have been much stronger since 2002 and 2003 when most domestic and global steel companiesreported operating losses and many filed for bankruptcy. We believe our variable cost structure allowed us to survive thoseseverely depressed market conditions as scrap prices fell dramatically and our incentive pay system reduced our hourly andsalary payroll costs helping to offset lower selling prices. We recognize that the steel business is cyclical in nature and expect tosee future changes in the balance of supply and demand impact our margins and profitability. We also recognize that theglobal demand for steel has been growing at close to 6% annually since 2000 reflecting the building of infrastructure in Brazil,Russia, India, China, the Middle East, Eastern Europe, Africa and other parts of Asia. We believe this growth in steelconsumption is likely to last for at least several years as more of the world population becomes industrialized.

Liquidity and Capital Resources

The current ratio was 2.8 at the end of the first half of 2008 and 3.2 at year-end 2007. The percentage of long-term debt tototal capital was 28% at the end of the first half of 2008 and 29% at year-end 2007. Accounts receivable and inventoriesincreased 62% and 56%, respectively, since year-end due to the 61% increase in net sales over the fourth quarter of 2007.

Capital expenditures increased over 150% from $198.7 million the first half of 2007 to $501.7 million in the first half of2008. Capital expenditures, excluding acquisitions, are projected to be over $800 million for all of 2008.

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In June, Nucor’s board of directors declared the regular quarterly cash dividend on Nucor’s common stock of $0.32 pershare and a supplemental cash dividend of $0.20 per share. The total dividend of $0.52 per share is payable on August 11, 2008to stockholders of record on June 30, 2008.

Existing cash and cash equivalents and short-term investments of approximately $1.44 billion funded the DJJ acquisition.In late May 2008, Nucor completed a public offering of 27,667,580 common shares at an offering price of $74.00 per share. Inearly June, Nucor issued $1.00 billion in debt with maturities from 2013 to 2037. We plan to use the approximately $2.97billion net proceeds after expenses from the common stock offering and the issuance of notes for general corporate purposesincluding acquisitions, capital expenditures, working capital requirements and repayment of debt.

Funds provided from operations, existing credit facilities and new borrowings are expected to be adequate to meet futurecapital expenditure and working capital requirements for existing operations for at least the next 24 months. Nucor believes ithas the ability to raise additional funds as needed to finance acquisitions and maintain reasonable financial strength.

In June 2008, Nucor received increased commitments under its existing five-year unsecured revolving credit facility toprovide for up to $1.3 billion in revolving loans. The multi-year revolving credit agreement matures in November 2012 andwas amended in June to allow up to $200 million in additional commitments at Nucor’s election in accordance with the termsset forth in the credit agreement. No borrowings were outstanding under the credit facility as of June 28, 2008.

Nucor has recently announced several major projects. In July 2008, Nucor completed the acquisition of 50% of the stockof Duferdofin - Nucor S.r.l., for the purchase price of €423.5 million (approximately $658 million). The company will operatefrom its current headquarters in San Zeno, Italy. Duferdofin - Nucor S.r.l. operates a steel melting and bloom/billet caster inSan Zeno as well as rolling mills in Pallanzeno and Giammoro. Total production in 2007 was approximately one million tons.A new merchant bar mill, which is expected to produce approximately 450,000 tons, is under construction at the Giammoroplant and is expected to be fully operational in late 2008.

In May 2008, Nucor applied for a permit to build a $2 billion state-of-the-art iron-making facility in St. James Parish,Louisiana. Sites outside of the United States are still being considered, and the site selection and capital investment are subjectto approval by Nucor’s board of directors. The facility is expected to produce 3,000,000 tons of pig iron, employing the latesttechnologies to reduce emissions. If the project is ultimately built in the U.S., it would be the first domestic greenfield pig ironfacility built in more than 30 years.

In June 2008, Nucor announced that its wholly owned subsidiary, Harris Steel, Inc., signed a Purchase Agreement toacquire all of the issued and outstanding common shares of Ambassador Steel Corporation (“Ambassador”) for a cashpurchase price of approximately $185 million. Based in Auburn, Indiana, Ambassador is a fabricator and distributor ofconcrete reinforcing steel and related products. The transaction is expected to close during the third quarter of 2008 aftersatisfactory resolution of certain closing conditions.

Nucor also recently announced the signing of a memorandum of understanding with Sidenor S.A. to purchase a 34%share of a new joint venture that will be formed for the production and distribution of long steel products and plate in theBalkans, Turkey, Cyprus and North Africa. Final agreement to establish the joint venture is dependent upon execution ofdefinitive agreements, completion of due diligence and approval of regulatory bodies and the boards of directors of bothcompanies.

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As of June 28, 2008, significant new commitments were entered into during the second quarter of 2008 with respect to the

issuance of $1.00 billion in debt with the following estimated payments (in thousands):

2013 and Total 2008 2009 - 2010 2011 - 2012 thereafter Long-term debt $ 1,000,000 $ - $ - $ - $ 1,000,000 Interest on long-term debt 822,188 28,875 115,500 115,500 562,313 Total additional

contractual obligations $ 1,822,188 $ 28,875 $ 115,500 $ 115,500 $ 1,562,313

There were no other significant changes to our contractual commitments as presented in our 2007 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks anddevelop appropriate strategies to manage them.

Interest Rate Risk - Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor alsomakes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’sexposure to interest rate market risk has significantly changed since December 31, 2007.

Commodity Price Risk - In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of rawmaterials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt tonegotiate the best prices for our raw materials and energy requirements and to obtain prices for our steel products that matchmarket price movements in response to supply and demand. Nucor has a raw material surcharge designed to pass through thehistorically high cost of scrap steel and other raw materials. Our surcharge mechanism has worked effectively to reduce thenormal time lag in passing through higher raw material costs so that we can maintain our gross margins.

Nucor also uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gaspurchases used in the production process and to hedge a portion of our aluminum and copper purchases and sales. Gains andlosses from derivatives designated as hedges are deferred in accumulated other comprehensive income (loss) on the condensedconsolidated balance sheets and recognized into earnings in the same period as the underlying physical transaction. At June28, 2008, accumulated other comprehensive income (loss) includes $99.2 million in unrealized net-of-tax gains for the fairvalue of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized inearnings each period. The following table presents the negative effect on pre-tax income of a hypothetical change in the fairvalue of derivative instruments outstanding at June 28, 2008, due to an assumed 10% and 25% change in the market price ofeach of the indicated commodities (in thousands):

CommodityDerivative

10% Change 25% Change

Natural gas $ 52,884 $ 132,211 Aluminum 6,200 13,867 Copper 370 925 Any resulting changes in fair value would be recorded as adjustments to other comprehensive income (loss), net of tax, or

recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower pricespaid or higher prices received for the physical commodities.

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Foreign Currency Risk - Nucor is exposed to foreign currency risk through its operations in Canada and Trinidad and its jointventures in Australia and Italy. In the first half of 2008, the Company entered into forward foreign currency contracts inorder to mitigate the risk of currency fluctuation on the anticipated joint venture with the Duferco Group of Lugano,Switzerland. These contracts had a notional value of €423.5 million and matured in the second quarter of 2008 resulting ingains of $17.6 million. These contracts all settled during the second quarter of 2008.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures - As of the end of the period covered by this report, the Company carried outan evaluation, under the supervision and with the participation of the Company’s management, including the Company’sChief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’sdisclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officerconcluded that the Company’s disclosure controls and procedures are effective. During the first quarter of 2008, Nucoracquired DJJ (See Note 3 to the condensed financial statements included in Item 1). Nucor is in the process of incorporatingthese operations as part of our internal controls. Nucor has extended its Section 404 compliance program under theSarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include DJJ. Nucor will report on itsassessment of its combined operations within the time period provided by the Act and the applicable SEC rules andregulations concerning business combinations. Changes in Internal Control Over Financial Reporting - There were no changes in our internal control over financial reportingduring the quarter ended June 28, 2008 that have materially affected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in Nucor’s annual report on Form 10-K.

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

At the annual meeting of stockholders held on May 9, 2008, the following actions were taken:

Two directors were elected for terms of three years expiring in 2011: 241,232,640 shares were voted for Peter C. Browning(10,150,644 withheld) and 245,970,817 shares were voted for Victoria F. Haynes (5,412,466 withheld). Clayton C. Daley, Jr.,Daniel R. DiMicco, Harvey B. Gantt, James D. Hlavacek, Bernard L. Kasriel and John H. Walker continue to serve asdirectors of the Company.

The Audit Committee’s selection of PricewaterhouseCoopers LLP to serve as Nucor’s independent registered publicaccounting firm for the year ending December 31, 2008 was ratified by a vote of 247,136,716 for, 2,144,981 against and2,101,577 abstaining.

The Annual and Long-term Senior Officers Incentive Compensation plans were approved by a vote of 238,273,291 for,10,446,898 against and 2,663,079 abstaining.

A stockholder proposal to modify the standard for electing Nucor’s directors was defeated by a vote of 103,094,137 for,118,035,661 against and 2,940,132 abstaining.

23


Item 6. Exhibits Exhibit No. Description of Exhibit

2 Stake Purchase by and among Nucor Corporation, Nucor Euopean Holdings BV, and DufercoParticipations Holding Ltd., Duferco Italia Holdings S.P.A., dated as of May 12, 2008

10 Senior Officers Annual Incentive Plan

10.1 Senior Officers Long-term Incentive Plan

12.1 Ratio of Earnings to Fixed Charges

31 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

31.1 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuantto Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Nucor Corporation has duly caused this report to besigned on its behalf by the undersigned thereunto duly authorized. NUCOR CORPORATION

By: /s/ Terry S. Lisenby

Terry S. Lisenby

Chief Financial Officer, Treasurerand Executive Vice President

Dated: August 5, 2008

24


NUCOR CORPORATIONList of Exhibits to Form 10-Q - June 28, 2008

Exhibit No. Description of Exhibit

2 Stake Purchase by and among Nucor Corporation, Nucor Euopean Holdings BV, and DufercoParticipations Holding Ltd., Duferco Italia Holdings S.P.A., dated as of May 12, 2008

10 Senior Officers Annual Incentive Plan

10.1 Senior Officers Long-term Incentive Plan

12.1 Ratio of Earnings to Fixed Charges

31 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

31.1 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuantto Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

25


Exhibit 2

STAKE PURCHASE AGREEMENT

BY AND AMONG

NUCOR CORPORATION,

NUCOR EUROPEAN HOLDINGS BV,

AND

DUFERCO PARTICIPATIONS HOLDING LTD.,

DUFERCO ITALIA HOLDING S.P.A.


TABLE OF CONTENTS

Page

ARTICLE IDEFINITIONS AND REFERENCES 1

1.01 Definitions 11.02 Interpretation and Rules of Construction 13

ARTICLE IISALE OF STAKES; PURCHASE PRICE 13

2.01 Sale of Stakes 132.02 Initial Payment 142.03 Adjustment to Initial Payment/Purchase Price 14

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER 17

3.01 Organization; Capitalization 173.02 Powers 183.03 Absence of Conflicts 183.04 Binding Agreement 193.05 Financial Statements 193.06 Recent Activities 193.07 Title to and Adequacy of Assets 203.08 Inventory 203.09 Condition of Tangible Personal Property 203.10 Real Property 203.11 Environmental Matters 213.12 Intellectual Property 223.13 Permits and License 223.14 Agreements and Commitments 233.15 Status of Material Contracts 243.16 Employees and Employee Relations; Employee Benefit Plans 253.17 Litigation and Proceedings 263.18 Taxes 263.19 Customer List 283.20 Suppliers 283.21 Compliance with Legal Requirements 293.22 Related Party Transactions 293.23 No Commissions; No Illegal Payments 293.24 Insurance 303.25 Disclaimer of Seller 30

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER 30

4.01 Organization 304.02 Powers 304.03 Absence of Conflicts 31


4.04 Binding Agreement 314.05 Litigation 314.06 Buyer’s Acknowledgement 31

ARTICLE VCOVENANTS AND AGREEMENTS OF THE PARTIES 32

5.01 Standstill 325.02 Pre Closing Conduct of Business 325.03 Certain Actions 325.04 Consultation with Buyer; Pre Closing Access to Information 345.05 Governmental Authority Approvals 345.06 Further Acts and Assurances 345.07 Costs and Expenses 355.08 Confidentiality Obligations 355.09 Slag Removal; Process Water Treatment Plant; Reheat Furnaces 365.10 Taxes 365.11 Notice of Developments 375.12 Pre Closing Reorganization 375.13 Expansion at San Zeno 38

ARTICLE VICONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER 38

6.01 Representations and Warranties; Covenants 386.02 Adverse Actions or Proceedings 386.03 No Order 396.04 Deliveries at Closing 39

ARTICLE VIICONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER 39

7.01 Representations and Warranties; Covenants 397.02 Adverse Actions or Proceedings 407.03 No Material Adverse Effect 407.04 No Order 407.05 Deliveries at Closing 40

ARTICLE VIIICLOSING; TERMINATION OF AGREEMENT 40

8.01 Closing 408.02 Actions of Seller Prior to and at Closing 418.03 Action of Buyer at Closing 428.04 Termination Prior to Closing 42

ARTICLE IXINDEMNITY 44

9.01 Survival; Right to Indemnification 449.02 Indemnification and Payment of Damages by Seller 449.03 Limitations on Seller’s Obligations 459.04 Indemnification and Payment of Damages by Buyer 46


9.05 Limitations on Buyer’s Obligations 469.06 Procedure for Indemnification – Third Party Claims 469.07 Procedure for Indemnification – Other Claims 479.08 Survival 489.09 Remedies; Effect of Indemnification Payments 48

ARTICLE XSELLER’S PARENT GUARANTY 49

10.01 Guaranty of Performance 4910.02 Primary Liability of DPH 4910.03 Continuation of Guaranty 5010.04 Attorneys’ Fees and Costs of Collection 50

ARTICLE XIBUYER’S PARENT GUARANTY 50

11.01 Guaranty of Performance 5011.02 Primary Liability of Nucor 5011.03 Continuation of Guaranty 5111.04 Attorneys’ Fees and Costs of Collection 51

ARTICLE XIIGENERAL 51

12.01 Choice of Law; Submission to Jurisdiction; Dispute Resolution 5112.02 Schedules 5212.03 No Third Party Beneficiary 5212.04 Waiver of Breach, Right or Remedy 5312.05 Notices 5312.06 Severability 5412.07 Entire Agreement; Counterparts; Amendment 5412.08 Assignment 5512.09 Publicity 55


STAKE PURCHASE AGREEMENT

This STAKE PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of the 12th day of May,2008 (the “Effective Date”), by and among NUCOR CORPORATION, a Delaware corporation (“Nucor”); NUCOR EUROPEANHOLDINGS BV, a company incorporated under the laws of the Netherlands, with registered office at Prins Bernhardplein 200, 1097JB Amsterdam and an indirect wholly-owned subsidiary of Nucor (“Buyer”); DUFERCO PARTICIPATIONS HOLDING LTD., acompany incorporated under the laws of Guernsey, with registered office at La Plaiderie House, La Plaiderie, St Peter Port, Guernsey,GY1 1WF, Channel Islands, and registered under number 22607 (“DPH”); and DUFERCO ITALIA HOLDING S.p.A. , an ItalianSocietà per azioni with registered office in Trieste, Via Karl Ludwig Von Bruck no. 32, enrolled with the register of enterprises ofTrieste, Tax Code and registration no. 06081270636, having a stated and paid-in capital of Euro 103,200,000.00 (“Seller”).

WITNESSETH:

WHEREAS, Seller desires to sell 50% of its equity interest in DUFERDOFIN S.p.A., an Italian Società per azioni withregistered office at San Zeno Naviglio (BS), Via A. Diaz no. 248, enrolled with the register of enterprises of Brescia, tax code andregistration no. 01711290062, having a stated and paid-in capital of Euro 64,505,000.00 (the “Company”), to Buyer and Buyer desiresto purchase such equity interest from Seller, all on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, prior to the Closing (as defined below) the Company shall be converted into a Società a responsabilità limitata,and upon the Closing Seller intends to sell and Buyer intends to purchase from Seller 50% of the capital stakes in the Company issuedand outstanding as of the Closing, upon the terms and subject to the conditions set forth in this Agreement.

WHEREAS, Seller and Buyer desire to enter into a Stakeholders’ Agreement, substantially in the form attached hereto asExhibit A (the “Stakeholders’ Agreement”), simultaneously with the Closing hereunder, which shall set forth the rights and obligationsof Seller and Buyer as Stakeholders of the Company.

NOW, THEREFORE, for and in consideration of the foregoing premises, and the agreements, covenants, representationsand warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are foreveracknowledged and accepted, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE IDEFINITIONS AND REFERENCES

1.01 Definitions

As used in this Agreement the following terms shall have the meanings given below:

1


“Accounting Principles” shall mean (a) with respect to the financial statements, accounts and reports of each of the JVCompanies prepared on a stand alone basis, the accounting principles established under Italian GAAP, and (b) with respect to the proforma consolidated financial statements of the Company and its Operating Subsidiaries, the accounting principles established underIFRS, in each case consistently applied.

“Acofer” shall mean Acofer Prodotti Siderugici S.r.l.

“Adjustment Statement” is defined in Section 2.03(a).

“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under common control with, such Person, and for such purposes, the terms “controlledby” and “under common control with” shall mean: the possession, directly or indirectly, of the power to direct or cause the direction ofthe affairs or management of a Person, whether through the ownership of voting securities, by contract, credit arrangement orotherwise.

“Agreement” is defined in the Preamble.

“Ancillary Agreements” shall mean, collectively (a) the Stakeholders’ Agreement, (b) the Trademark License Agreement, (c)the new or amended Bylaws of the JV Companies, and (d) the Sales Agency Agreement.

“Assets” shall mean all of the JV Companies’ assets, whether real or personal, tangible or intangible, and wherever located,but excluding the Excluded Assets.

“Balance Sheet” shall mean the audited consolidated balance sheet of the JV Companies dated as of September 30, 2007.

“Bankruptcy” shall mean any bankruptcy procedure (“procedura concorsuale”) as occurring based on the relevantapplication and/or agreement - including bankruptcy (“fallimento”), composition with creditors (“concordato preventivo”),extraordinary administration (“amministrazione straordinaria”) or other similar procedures applicable under Italian or European laws,as well as any events of assignment of any JV Company’s Assets to the creditors of any JV Company.

“Basket Amount” shall mean Two Million Euros (€2,000,000).

“Business” shall mean the business of the production, distribution, marketing and/or sale of steel beams, blooms, billets, trackshoes and other long steel products as operated or conducted by the JV Companies as of the Effective Date.

“Business Day” shall mean any day on which the banks located in, New York, Milan, Italy and Lugano, Switzerland are openfor and conduct business, excluding any Saturday, Sunday or public holiday observed in New York, Milan, Italy, or Lugano,Switzerland.

2


“Buyer” is defined in the Preamble.

“Buyer Indemnified Persons” is defined in Section 9.02.

“Buyer’s Accountant” is defined in Section 2.03(a).

“Buyer’s Obligations” is defined in Section 11.01.

“Cap” shall mean an amount equal to fifteen percent (15%) of the Purchase Price.

“Capital Expenditure Plan” shall mean the capital expenditure plan for the Business previously provided to Buyer andinitialed by Buyer and Seller.

“Cash” shall mean cash, cash equivalents (including short-term securities backed by Governmental Authorities andmoney-market accounts) and all stocks, mutual funds and securities (excluding any securities issued by the Company), regardless ofwhether they are publicly traded.

“Claim” or “Claims” shall mean any and all claims, demands, petitions, appeals, proceedings, causes of action, suits, noticesof noncompliance or violation or Orders.

“Closing” is defined in Section 8.01.

“Closing Date” is defined in Section 8.01.

“Closing Date Audited Financial Statement” is defined in Section 2.03(a).

“Closing Date Deadline” shall mean June 30, 2008.

“Company” is defined in the Recitals.

“Computer Software” shall mean, collectively, all computer software programs (excluding any “off-the-shelf” or “shrinkwrap” computer software) which are owned by or licensed to any JV Company or otherwise used in the Business and which arematerial to the operation of the Business.

“Confidentiality Agreement” shall mean that certain Amended and Restated Confidentiality Agreement entered into by Nucorand DPH on December 13, 2007.

“Contracts” shall mean all commitments, promises, contracts, leases, mortgages, licenses, agreements, bonds, indentures,purchase orders and understandings, written or oral (a) to which any JV Company is a party or by which any JV Company or any of itsAssets, Equity or Business are bound or encumbered or (b) relating to any of the JV Companies’ Equity or the Assets or the Businessand to which Seller or any of its Affiliates is a party.

3


“Copyright” shall mean the rights granted under the laws of the United States, Italy, the European Union or any other nationsto authors of original works of authorship, including literary, dramatic, musical, artistic, and certain other intellectual works ofauthorship, to the exclusive right of enjoyment or possession of such works, including all moral rights and all rights of publicitytherein, whether or not such works are registered under national copyright laws, but including all applications to register or renew thesame.

“Current Assets” shall mean the consolidated current assets of the JV Companies based on the accounting books and recordsof the JV Companies and determined in accordance with Accounting Principles applied on a basis consistent with the methodologies,practices, estimation techniques, assumptions and principles used in the preparation of the Balance Sheet.

“Current Liabilities” shall mean the consolidated current liabilities of the JV Companies based on the accounting books andrecords of the JV Companies and determined in accordance with Accounting Principles applied on a basis consistent with themethodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Balance Sheet.

“Damages” is defined in Section 9.02.

“Direct Claim” is defined in Section 9.07(a).

“Dividend” is defined in Section 2.03(c)(i).

“Domain Name” shall mean a series or string of alphanumeric characters arranged in a transmission control protocol/internetprotocol (TCP/IP) format that identifies an addressable connection on the internet or other computer network.

“DPH” is defined in the Preamble.

“Effective Date” is defined in the Preamble.

“Employee Benefit Plans” shall mean all employee benefit plans – other than those set forth by mandatory Italian lawprovisions - covering employees or former employees of Company which are maintained or contributed to by any JV Company andany other deferred compensation, stock, employee or retiree pension benefit, welfare benefit or other similar material fringe oremployee benefit plan, program, policy, contract or arrangement, written or oral, qualified or nonqualified, foreign or domestic,covering employees or former employees of any JV Company and maintained or contributed to by any JV Company.

“Encumbrances” shall mean any mortgages, security interests, liens, pledges, conditional sales agreements, title retentioncontracts, title exceptions and other similar encumbrances and title defects, and agreements or binding commitments to, or that do ormay, create or suffer any of the foregoing.

4


“Entity” shall mean any general partnership (including limited liability partnership), limited partnership, limited liabilitycompany, corporation, joint venture, trust, business trust, cooperative, association or other business organization, whether domestic orforeign.

“Environmental Claim” shall mean any Claim or written notice received by any JV Company in relation to the Assets or theBusiness from a Person alleging liability (including liability for investigatory costs, cleanup costs, Governmental Authority responsecosts, costs incurred pursuant to an Order, natural resource damages, property damages, personal injuries, or penalties) arising out of,based on or resulting from, in whole or in part (a) the Release or disposal of any Hazardous Material at or on the Real Property prior tothe Closing Date; (b) the Release or disposal at any other location of any Hazardous Material generated by any JV Company prior tothe Closing Date; (c) facts or circumstances forming (or which could reasonably be expected to form) the basis of any actual oralleged violation of any Environmental Laws by any JV Company prior to the Closing Date; or (d) circumstances in which any JVCompany has or may have retained or assumed either contractually or by operation of law prior to the Closing Date any liability forany claims relating to an occurrence of an event described in (a), (b) or (c) of this definition alleged or asserted against any third party.

“Environmental Laws” shall mean any statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, ineach case in effect as of the Effective Date, relating to pollution or protection of the environment or human health and safety,including Legal Requirements relating to air and water emissions or discharges, Releases or threatened Releases of HazardousMaterial, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, recycling,reporting or handling of Hazardous Material.

“Equity” shall mean, with respect to any Entity, the capital stock (“capitale sociale”), quotas, stakes, membership interests,or other equity interests (as applicable) in such Entity, which denotes an ownership interest in such Entity.

“Excess Net Working Capital” is defined in Section 2.03(c)(i).

“Excluded Assets” shall mean the assets of the Business set forth onExhibit B.

“Facilities” shall mean, the JV Companies’ Italian facilities located in (a) San Zeno, (b) Pallenzeno, (c) San GiovanniValdarno, and (d) Giammoro (each facility, individually, a “Facility”).

“Filings” is defined in Section 5.05.

“Final Long-Term Liabilities” is defined in Section 2.03(a).

“Final Net Working Capital” is defined in Section 2.03(a).

“Financial Statements” is defined in Section 3.05(a).

5


“GAAP” shall mean, in respect of the Company and each of the JV Companies, generally accepted accounting principles asdetermined by local law and/or regulation applicable to the Company or each of the JV Companies.

“Governmental Authorities” shall mean all agencies, authorities, bodies, boards, commissions, courts, instrumentalities,legislatures and offices of any nature whatsoever, foreign or domestic, of any federal, state, county, district, municipal, city or otherpolitical subdivision.

“Government Stake” shall mean the shares of capital stock of Agenzia Nazionale per l’Attrazione degli Investimenti e loSviluppo dell’Impresa S.p.A., as of the Effective Date representing 11% of the issued and outstanding capital stock of Seller as of theEffective Date.

“Hazardous Material” means (a) any petroleum, petroleum products, by-products or breakdown products, radioactivematerials, asbestos-containing materials or polychlorinated biphenyls or (b) any chemical, material or substance defined or regulatedas toxic or hazardous or as a pollutant, contaminant or waste under any Environmental Laws.

“ICC Rules” is defined in Section 12.01(a).

“IFRS” shall mean the International Financial Reporting Standards, as adopted by the International Accounting StandardsBoard, as in effect from time to time.

“Indebtedness” shall mean, without duplication, (a) any obligations under any indebtedness for borrowed money (includingall principal, interest, premiums, penalties, fees, expenses, indemnities and breakage costs); (b) any indebtedness evidenced by anynote, bond, debenture or other debt security; (c) any indebtedness pursuant to a guarantee; and (d) any obligations under capitalizedleases.

“Indemnified Person” is defined in Section 9.06(a).

“Indemnifying Person” is defined in Section 9.06(a).

“Independent Accountant” is defined in Section 2.03(b).

“Initial Payment” is defined in Section 2.02.

“Intellectual Property” shall mean all Patents, Trademarks, Copyrights, and confidential and proprietary Trade Secrets andKnow-How, that are owned or used by any JV Company and which are material to the operation of the Business.

“Inventory” shall mean each JV Company’s inventories consisting of finished goods, raw materials, work in progress andsupplies.

“JV Companies” shall mean, collectively, the Company and the Operating Subsidiaries. Each of the Company or anyOperating Subsidiary may from time to time individually be referred to herein as a JV Company.

6


“JV Companies’ Equity” is defined in Section 3.01(b).

“Know-How” shall mean knowledge and experience of a technical, commercial, administrative, financial or other nature,which has practical application to the operation of the Business.

“Knowledge of Buyer” or similar terms used in this Agreement shall mean the actual knowledge of Joe Rutkowski, RexQuery or Richard Wechsler after due inquiry.

“Knowledge of Seller” or similar terms used in this Agreement shall mean the actual knowledge of Domenico Campanella,Franco Monteferrario, Antonio Gozzi or Benedict Sciortino after due inquiry.

“Known Environmental Issues” shall mean any of the following environmental issues, in each case to the extent present at therelevant Facility as of or prior to the Closing Date: (a) the presence of arsenic at the Pallanzeno Facility; (b) the presence ofmanganese, sulphates, boron, tetrachlorethylene or dichloropropane in the ground water at the Giammoro Facility, together with thecost, if any, of contributing to the construction of a retaining or slurry wall within the National Interest Site within which theGiammoro Facility is located; (c) the presence of EAF dust on the premises of the San Zeno Facility and a layer of slag on thepremises of the San Zeno Facility used to consolidate the soil on a portion of a land plot area located between the administrativebuilding and the steel plant; (d) asbestos at the San Zeno, Pallanzeno and San Giovanni Valdarno Facilities; and (e) soil or waterpollution at the Pallanzeno Facility deriving from waste water discharges.

“Leased Property” shall mean all real property (excluding the Owned Real Properties), if any, to which any JV Company hasthe right of occupancy and/or possession (“locazione o comodato”), but not property title, pursuant to a Contract. As used herein,Leased Property shall also include all improvements, buildings, structures, and all fixtures (excepting those fixtures which arepresently owned by a JV Company) related thereto, and together with all beneficial easements appurtenant thereto.

“Legal Requirements” shall mean all laws, statutes, ordinances, by-laws, codes (including building codes, zoning codes orlicensing requirements), rules, regulations (including any laws and regulations on market competition or antitrust matters), restrictions(including land use restrictions), covenants, fire prevention certificates, Permits, judgments, Orders, writs, injunctions, decrees,determinations or awards of any Governmental Authorities or arbitrator.

“Liability” shall mean, with respect to any Person, any liability or obligation of such Person of any kind, character ordescription, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated orunliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable orotherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

7


“License Agreement” shall mean all Contracts pursuant to which any JV Company has rights in or to any IntellectualProperty or Computer Software from any Person, and all Contracts pursuant to which any JV Company has licensed or transferred oragreed to license or transfer any rights in or to any Intellectual Property or Computer Software to any Person.

“Long-Term Liabilities” shall mean the consolidated long-term liabilities of the JV Companies based on the accounting booksand records of the JV Companies and determined in accordance with Accounting Principles applied on a basis consistent with themethodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Balance Sheet, butexcluding the deferred tax liability relating to the fair market value evaluation of property, plant and equipment as reflected on thebalance sheet for Travi e Profilati di Pallanzeno S.p.A. as of the Closing Date.

“Long-Term Liabilities Adjustment Amount” is defined in Section 2.03(c).

“Long-Term Liabilities Target” shall mean One Hundred Sixteen Million Nine Hundred Thousand Euros (€116,900,000).

“Material Adverse Effect” shall mean a condition, fact or circumstance that, individually or in the aggregate, has a materialadverse effect on the Business or the results of operations or financial condition of the JV Companies, taken as a whole (not takinginto account any Excluded Assets), provided,however , that none of the following, either alone or in combination, shall be consideredin determining whether there has been a breach of a representation, warranty, covenant or agreement that is qualified by the term“Material Adverse Effect”: (a) events, circumstances, changes or effects that generally affect the national, regional or world economy,the securities markets or the industries in which the Business operates (including legal and regulatory changes)(except where suchbusiness or economic conditions have a disproportionate adverse effect upon the financial condition or operating results of theBusiness taken as a whole relative to the other Persons in the industry in which the JV Companies operate), (b) changes arising fromthe consummation of the transactions contemplated by, or the announcement of the execution of, this Agreement, including (i) anyactions of competitors, (ii) any actions taken by or losses of employees, or (iii) any delays or cancellations of orders for products orservices, (c) any circumstance, change or effect that results from any action taken pursuant to or in accordance with this Agreement orat request of Buyer, (d) changes in GAAP or IFRS, and (e) changes substantially caused by a material worsening of current conditionscaused by acts of terrorism or war (whether or not declared) occurring after the Effective Date.

“Material Contracts” is defined in Section 3.14.

“Material Customer” is defined in Section 3.19.

“Material Supplier” is defined in Section 3.20.

“Net Working Capital” shall mean an amount equal to Current Assetsminus Current Liabilities.

8


“Net Working Capital Adjustment Amount” is defined in Section 2.03(c).

“Net Working Capital Shortfall” is defined in Section 2.03(c)(i).

“Net Working Capital Target” shall mean Fifty Million Euros (€50,000,000).

“Nucor” is defined in the Preamble.

“Operating Subsidiaries” shall mean, collectively, (a) Pallanzeno; (b) San Zeno; (c) Acofer; and (d) Sidervaldarno. Each ofthe aforementioned Entities may from time to time individually be referred to herein as an Operating Subsidiary.

“Order” shall mean any award, writ, injunction, judgment, order or decree entered, issued, made or rendered by anyGovernmental Authority or arbitrator pursuant to a Proceeding, whether foreign or domestic.

“Ordinary Course of Business” shall mean the ordinary course of business consistent with past practice.

“Organizational Documents” shall mean, with respect to any Person, the articles of incorporation or organization, certificateof incorporation or formation, by-laws, operating agreement, shareholders’ agreement (other than the Stakeholders’ Agreement) orvoting agreement or any other organizational or governing documents of such Person, whether foreign or domestic.

“Owned Real Properties” shall mean any and all real properties and any and all interests and/or rights associated therewiththat are owned by any JV Company, in whole or in part, and including all improvements, buildings, structures, and all fixtures relatedthereto, which are used in the Business.

“Pallanzeno” shall mean Travi e Profilati di Pallanzeno S.p.A.

“Party” shall mean any party to this Agreement, its permitted successors and assigns.

“Patent” shall mean Letters Patent, issued under the laws of the United States, Italy, the European Union or any other nation,granting inventor(s) the exclusive right to the enjoyment or possession of their Invention(s) for a limited time and including alloriginal applications for Letters Patent, all divisional, continuation, continuation-in-part, reissue, reexamination, and extensionapplications for Letters Patent, and all counterpart Letters Patent and applications for Letters Patent claiming priority therefrom.

“Permits” shall mean all licenses, permits, consents, approvals and other authorizations of or from all GovernmentalAuthorities (including certificates of occupancy, building or construction permits, business licenses or permits required by anyEnvironmental Laws) that are necessary for the conduct of the Business as conducted as of the Effective Date.

9


“Permitted Encumbrances” shall mean all: (a) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, orrepairmen’s liens or other similar common law or statutory Encumbrances arising or incurred in the ordinary course and that are notmaterial in amount or effect on the Business, (b) liens for Taxes, assessments and other governmental charges not yet due and payableor due but not delinquent, (c) zoning, entitlement, conservation restriction and other land use and environmental regulations that donot materially affect the use of the properties or assets subject thereto or affected thereby or otherwise impair the business operationsat such properties, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and similarmatters of record that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise impairordinary course business operations at such properties, and (e) such imperfections or irregularities of title and other Encumbrances aswould not reasonably be expected to materially affect the use the properties or assets subject thereto or affected thereby or otherwiseimpair ordinary course business operations at such properties.

“Person” shall mean any individual, Entity, trustee or Governmental Authority.

“Pre-Closing Reorganization” is defined in Section 5.12.

“Pre-Closing Tax Period ” shall mean a Tax period or portion thereof ending on or before the Closing Date and, with respectto any Tax period that includes but does not end on the Closing Date, the portion of the Tax period that ends on and includes theClosing Date.

“Pre-Closing Slag” is defined in Section 5.09(a).

“Proceeding” shall mean any action, arbitration, audit, collection action, hearing, investigation, litigation, or suit (whethercivil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, anyGovernmental Authority, or any binding private arbitration, mediation or other alternative dispute resolution proceeding.

“Purchase Price” is defined in Section 2.03(d).

“Purchased Stakes” is defined in Section 2.01.

“Real Property” shall mean, collectively, the Owned Real Properties and the Leased Property.

“Real Property Leases” shall mean those leases set forth on Schedule 3.10(b), if any, pursuant to which any JV Companyleases or subleases the Leased Property.

“Related Party” shall mean any partner, shareholder, director, officer, trust, trustee or similar fiduciary, or Affiliate(including, with reference to any of the above Persons, a wife, husband, child or other Person controlled by, controlling or undercommon control with another Person) of any JV Company or Seller.

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“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,dumping or disposing into the environment of any Hazardous Material other than that which is in full compliance with EnvironmentalLaws.

“Relevant Agency” is defined in Section 5.05.

“Representatives” is defined in Section 5.01.

“Review” is defined in Section 2.03(a).

“San Zeno” shall mean San Zeno Acciai-Duferco S.p.A.

“Seller” is defined in the Preamble.

“Seller Indemnified Persons” is defined in Section 9.04.

“Seller’s Accountant” is defined in Section 2.03(a).

“Seller’s Adjustment Statement” is defined in Section 2.03(b).

“Seller’s Fundamental Representations and Warranties ” shall mean the representations and warranties of Seller inSections 3.01, 3.02 and 3.04.

“Seller’s Obligations” is defined in Section 10.01.

“Shares” is defined in Section 3.01(b).

“Sidervaldarno” shall mean Sidervaldarno S.p.A.

“Stakes” shall mean all of the issued and outstanding stakes of the Company following the Pre-Closing Reorganizationrepresenting 100% of the Equity and voting rights of the Company as of the Closing Date.

“Slag Waste Removal” is defined in Section 5.09(a).

“Stakeholder’s Loan” is defined in Section 2.03(c)(iii).

“Stakeholders’ Agreement” is defined in the Recitals.

“Subsidiary” means, as to any Person, an Entity (a) of which such Person owns, directly or indirectly, securities or otherownership interests representing 50% or more of the aggregate voting power or equity securities, or (b) of which such Person hasdesignated or possesses, directly or indirectly, the right to designate or elect 50% or more of the directors or Persons holding similarpositions.

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“Tangible Personal Property ” shall mean all machinery, equipment, tools, furniture, office equipment, computers and relatedhardware components, supplies, materials, motor vehicles, tractor trailer rigs, and other items of tangible personal property (includingall spares and maintenance parts but excluding Inventory and Cash on hand as of the Closing Date) of every kind owned or leased byany JV Company used in the Business wherever located.

“Tax” or “Taxes” shall mean any income, unrelated business income, gross receipts, license, payroll, employment, excise,severance, stamp, occupation, privilege, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits,withholding, social security, unemployment, disability, real property, personal property, stamp, sales, VAT, use, transfer, transactionprivilege, private car, registration, unclaimed property, value added, alternative or add-on minimum, estimated, regional (IRAP),municipality or other tax, assessment, charge, levy or fee of any kind whatsoever, including payments or services in lieu of Taxes,interest or penalties on and additions to all of the foregoing, that are due or alleged to be due to any Governmental Authority, whetherforeign or domestic, whether disputed or not, and whether known or unknown.

“Tax Code” shall mean the Italian Presidential Decree No. 917, dated December 22, 1986 (the Italian Consolidated IncomeTax Code), as amended, including any relevant regulation and interpretation issued by the Governmental Authorities.

“Tax Return” shall mean any return, declaration, report, claim for refund, application, information return or statement,including schedules and attachments thereto and amendments, relating to Taxes, whether foreign or domestic.

“Trademark” shall mean the rights granted an entity under state or federal laws of the United States, Italy, the EuropeanUnion or any other nations, to use the words, names, symbols, sounds, or colors it uses to identify itself as the source of the goods orservices it provides in commerce, whether such words, names, symbols, sounds, or colors are used as a trademark, trade dress, servicemark, logo, trade name, corporate name, or assumed name, and whether or not such are registered under state or national trademarklaws, and including all applications to register or renew the same.

“Trademark License Agreement” shall mean the Trademark License Agreement, substantially in the form attached hereto asExhibit C, to be entered into at Closing between Seller and the Company.

“Trade Secret” shall mean business or technical information, including any formula, pattern, program, device, compilation ofinformation, method, technique, or process that: (a) derives independent actual or potential commercial value from not being generallyknown or readily ascertainable through independent development or reverse engineering by persons who can obtain economic valuefrom its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

“Transaction” shall mean the sale and purchase of the Purchased Stakes contemplated by this Agreement, together with anyand all related transactions contemplated hereby.

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“U.S. Holder” is defined in Section 5.10(c).

“U.S. 10% Holder” means a U.S. citizen or permanent resident who owns, directly or indirectly (by applying the ownershiprules of Internal Revenue Code Section 958(b)), 10% or more of the combined voting power of all classes of stock of any JVCompany.3

“VAT Legislation” shall mean the Italian Legislative Decree No. 633, dated October 26, 1972 as well as all other relevantregulations and interpretations issued by the Governmental Authorities.

1.02 Interpretation and Rules of Construction

In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to anArticle or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in anyway the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to befollowed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer tothis Agreement as a whole and not to any particular provision of this Agreement;

(e) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of suchterms; and

(f) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE IISALE OF STAKES; PURCHASE PRICE

2.01 Sale of Stakes

Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, endorse and deliverto Buyer, and Buyer shall purchase from Seller, Stakes representing in the aggregate fifty percent (50%) of the outstanding and issuedcapital stakes of the Company (the “Purchased Stakes”), free and clear of all Encumbrances.

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2.02 Initial Payment

Subject to the terms and conditions hereof, at Closing, and in consideration for the sale and transfer of the Purchased Stakesto Buyer, Buyer shall pay to Seller in immediately available funds by wire transfer to a bank account to be designated by Sellertwo (2) Business Days prior to Closing an amount equal to €423,540,000 (FOUR HUNDRED TWENTY THREE MILLION FIVEHUNDRED FORTY THOUSAND EUROS (the “Initial Payment”).

2.03 Adjustment to Initial Payment/Purchase Price

(a) Preparation of Adjustment Statement. Within sixty (60) days following the Closing Date, Seller will causeKPMG, acting as Seller’s accountant (“Seller’s Accountant”), to prepare at Seller’s expense, and Seller shall deliver toBuyer, an audited consolidated financial statement of Duferdofin and all of its Operating Subsidiaries showing the NetWorking Capital and Long-Term Liabilities as of the Closing Date (the “ Closing Date Audited Financial Statement”). TheClosing Date Audited Financial Statement shall be prepared in accordance with IFRS. Upon Buyer’s reasonable request,Seller shall cause Seller’s Accountant to provide Buyer with copies of all working papers created in connection with thepreparation of the Closing Date Audited Financial Statement. Within sixty (60) days following delivery of the Closing DateAudited Financial Statement, Buyer will cause Ernst & Young, acting as Buyer’s accountant (“ Buyer’s Accountant”), toconduct a review at Buyer’s expense of the Net Working Capital and the Long-Term Liabilities as set forth in the ClosingDate Audited Financial Statement (the “Review”) and to prepare a statement (the “Adjustment Statement”) detailing the same.The Review shall be conducted and the Adjustment Statement shall be prepared in accordance with IFRS, and allcomponents thereof shall be valued in accordance with IFRS, in each event applied consistently with the methodologies,practices, estimation techniques, assumptions and principles used in the preparation of the Balance Sheet. A draft of theAdjustment Statement shall be delivered by Buyer to Seller within such sixty (60) day period following delivery to Buyer ofthe Closing Date Audited Financial Statement, but not later than one hundred twenty (120) days following the Closing Date.Upon Seller’s reasonable request, Buyer shall cause Buyer’s Accountant to provide Seller with copies of all working paperscreated in connection with both the Review and the Adjustment Statement. If the Adjustment Statement is in agreement with,or sets forth an aggregate difference of Fifty Thousand Euros (€50,000) or less from the aggregate amounts of the NetWorking Capital and the Long-Term Liabilities as set forth in the Closing Date Audited Financial Statement, Buyer shall bedeemed to have accepted such amounts and the Net Working Capital and the Long-Term Liabilities as set forth in the ClosingDate Audited Financial Statement shall be deemed final and binding on the Parties. If the amounts of the Net WorkingCapital and/or the Long-Term Liabilities as set forth in the Adjustment Statement differ from those set forth in the ClosingDate Audited Financial Statement by more than Fifty Thousand Euros (€50,000) in the aggregate, and if Seller does not givea notice of disagreement in accordance with the timeframes set forth in Section 2.03(b) below, Seller shall be deemed to haveaccepted the draft Adjustment Statement prepared by Buyer’s Accountant, and the Net Working Capital and Long-TermLiabilities as of the close of business on the Closing Date set forth therein shall be deemed final and binding on the Parties(the “Final Net Working Capital”, and the “Final Long-Term Liabilities”, respectively).

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(b) Dispute Settlement. If Seller disagrees with any item or items in Buyer’s draft Adjustment Statement, Seller shallgive notice to Buyer of such disagreement no later than thirty (30) Business Days after receipt of Buyer’s draft AdjustmentStatement, provided that Seller agrees not to dispute Buyer’s draft Adjustment Statement if the aggregate amount of alldisputed items does not or could not reasonably be expected to equal or exceed an aggregate sum of Fifty Thousand Euros(€50,000). Any notice of disagreement given by Seller shall include a draft adjustment statement prepared on behalf of Seller(“Seller’s Adjustment Statement”), together with a memorandum setting forth in detail the differences between Buyer’s draftAdjustment Statement and Seller’s Adjustment Statement. The Parties shall then use reasonable efforts to resolve suchdisagreement for a period of ten (10) Business Days following delivery of such notice to Buyer. If the disagreement is notresolved in its entirety by the end of such ten (10) Business Day period, then such disagreement, or that part of thedisagreement that remains unresolved, shall be submitted by the Parties to a mutually agreed upon international accountingfirm (the “Independent Accountant”). If the Parties fail to agree on the retention of an Independent Accountant on or beforethe 60th Business Day following the delivery of Seller’s notice of disagreement with Buyer’s Adjustment Statement, anIndependent Accountant shall be appointed by the International Chamber of Commerce in accordance with the InternationalChamber of Commerce Dispute Board Rules. Each Party will furnish to the Independent Accountant such work papers andother documents and information relating to the disputed issues as the Independent Accountant may request and are availableto the Party, and shall be afforded the opportunity to present to the Independent Accountant any written material relating tosuch Party’s determination of the Net Working Capital or the Long-Term Liabilities as of the close of business on the ClosingDate. The Independent Accountant shall, as promptly as practicable (but in any event within twenty (20) Business Daysfollowing the acceptance of its appointment), make a determination of the Net Working Capital and/or Long-Term Liabilitiesas of the Closing Date, based solely on Buyer’s draft Adjustment Statement, working papers of Buyer’s Accountant, Seller’sAdjustment Statement and written submissions submitted by the Parties to the Independent Accountant. The Net WorkingCapital and/or Long-Term Liabilities determined by the Independent Accountant shall be deemed the Final Net WorkingCapital and/or Final Long-Term Liabilities, as applicable, absent manifest mathematical error; provided, however, that theFinal Net Working Capital and/or Final Long-Term Liabilities determined by the Independent Accountant shall not be greaterthan the higher value, nor lower than the lower value, of the Net Working Capital or Long-Term Liabilities, as the case maybe, as shown on Buyer’s draft Adjustment Statement or Seller’s Adjustment Statement. The fees and disbursements of theIndependent Accountant shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of thedisputed items submitted by each such party to the Independent Accountant that are unsuccessfully disputed (as finallydetermined by the Independent Accountant) bears to the total amount of disputed items submitted to the IndependentAccountant.

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(c) Adjustment Based on Final Adjustment Statement. Following determination of the Final Net Working Capitaland Final Long-Term Liabilities, the Parties shall calculate the Net Working Capital Adjustment Amount and the Long-TermLiabilities Adjustment Amount (each as defined below). The “ Net Working Capital Adjustment Amount ” shall be an amountequal to the Final Net Working Capital (which amount shall, for the avoidance of doubt, include as a Current Asset theprincipal amount of the Stakeholder’s Loan) minus the Net Working Capital Target. The “ Long-Term Liabilities AdjustmentAmount” shall be an amount equal to the Long-Term Liabilities Target minus the Final Long-Term Liabilities.

(i) At the conclusion of the Company’s fiscal year ending September 30, 2008 and following thedetermination of the Final Net Working Capital: (A) in the event that the Net Working Capital Adjustment Amountis a positive number (“Excess Net Working Capital”), the Company shall issue a special dividend to be paid to Seller(the “Dividend”) as permitted by the Stakeholder’s Agreement, in an amount equal to the Excess Net WorkingCapital plus the total amount of interest paid or accrued on the Stakeholder’s Loan (as defined inSection 2.03(c)(iii)) less any Taxes paid or payable by the Company arising out of or related to the Stakeholder’sLoan, or (B) in the event that the Net Working Capital Adjustment Amount is a negative number (“ Net WorkingCapital Shortfall”), Seller will pay the Company the sum of one (100%) hundred percent of the Net WorkingCapital Shortfall.

(ii) Within five (5) Business Days following the determination of the Final Long-Term Liabilities: (A) inthe event that the Long-Term Liabilities Adjustment Amount is a negative number (i.e., the Final Long-TermLiabilities are greater than the Long-Term Liabilities Target), Seller will pay Buyer fifty (50%) percent of suchshortfall, or (B) in the event that the Long-Term Liabilities Adjustment Amount is a positive number, Buyer will paySeller fifty (50%) percent of such excess.

(iii) Payment of the amounts above shall be made by wire transfer of immediately available funds to a bankaccount designated by the applicable Party not less than three (3) Business Days prior to the date such payment isdue. Notwithstanding Section 5.03 hereof, and as more fully set forth in the Stakeholders’ Agreement, the Partiesacknowledge that prior to the Closing, the Company shall make a loan to Seller in an amount equal to the estimatedExcess Net Working Capital (the “Stakeholder’s Loan”). The Stakeholder’s Loan shall be evidenced by an interestbearing promissory note in favor of the Company that is payable on demand upon the earlier to occur of (x) paymentof the Dividend to Seller or (y) payment of the Net Working Capital Shortfall to the Company, as applicable.

(d) Purchase Price. For purposes of this Agreement, “Purchase Price” shall refer to an amount equal to the InitialPayment as adjusted pursuant to Section 2.03(c).

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ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that the statements contained in this Article III are true and correct as of theEffective Date and shall be true and correct as of the Closing Date (except such representations and warranties that are made as of aspecific date, which Seller represents and warrants to Buyer are true and correct as of such specific date).

3.01 Organization; Capitalization

(a) As of the Effective Date, each JV Company is an Italian Società per azioni, except for Acofer Prodotti SiderugiciS.r.l which is an Italian Società a responsabilità limitata (S.r.l.) , duly organized, validly existing and in good standing underthe laws of Italy. As of the Closing Date, each JV Company shall be an Italian Società a responsabilità limitata (S.r.l.) , dulyorganized, validly existing and in good standing under the laws of Italy. Each JV Company is licensed, registered, qualifiedor admitted to do business, and in good standing, in each jurisdiction in which the conduct of the Business, makes suchlicensing, qualification, or admission necessary, except where such failure would not have a Material Adverse Effect. TheCompany has no Subsidiaries other than the Operating Subsidiaries. The Company directly or indirectly owns 100% of theEquity of each of the Operating Subsidiaries.

(b) As of the Effective Date, Seller is the true and lawful beneficial and record owner of 100% of the outstandingand issued capital stock of the Company (the “Shares”) and, as of the Closing Date, shall be the true and lawful beneficialand record owner of the Stakes. At the Effective Date, the Shares represent 100% of the issued and outstanding capital stockof the Company, and, as of the Closing Date, the Purchased Stakes shall represent 50% of the Stakes of the Company and, asof the Closing Date, there is no Equity in the Company other than the Stakes. No JV Company has, and Seller is not a partyto, nor, to the Knowledge of Seller is any other Person a party to, any outstanding subscriptions, options, warrants,commitments, agreements, arrangements, plans or commitments of any kind for or relating to the issuance or sale of, anycapital stock or other Equity (or any phantom or similar rights) of any JV Company (all such Equity, collectively, the “ JVCompanies’ Equity”). There are no outstanding securities which are convertible into or exchangeable for any beneficial title,rights, interest or Equity in any JV Company. No JV Company has any obligation to purchase, redeem, or otherwise acquireany of the Shares or the Stakes, any other JV Companies’ Equity or any interests therein. All of the JV Companies’ Equityhas been duly and validly authorized and issued and is fully paid and non-assessable. Except as provided by Italianmandatory provisions of law, there are no preemptive rights, rights of refusal, put or call rights or other Encumbrances on theShares or the Stakes or with respect to the issuance, sale or redemption of any of the JV Companies’ Equity. There are norights to have any of the JV Companies’ Equity registered for sale to the public pursuant to the laws of any jurisdiction, and,except as set forth on Schedule 3.01(b), there are no agreements relating to the voting or restricting the transfer or ownershipof such JV Companies’ Equity.

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3.02 Powers

The JV Companies have all requisite corporate power and authority to conduct the Business as presently conducted. Sellerhas all requisite corporate power and authority to enter into, execute and deliver this Agreement and each of the Ancillary Agreementsto which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its respective obligationshereunder and thereunder.

3.03 Absence of Conflicts

(a) Assuming that all consents, approvals, authorizations and other actions described in Section 3.03(a)(iii) havebeen obtained, all filings and notifications listed in Schedule 3.03(a) have been made and any applicable waiting period hasexpired or been terminated prior to Closing, the execution, delivery and performance of this Agreement and the AncillaryAgreements by Seller and the consummation of the Transaction do not and will not:

(i) conflict with or violate any of the terms of the Organizational Documents of the Company or Seller orany Operating Subsidiary, in each instance as amended to date;

(ii) violate any Legal Requirement applicable to the Company or Seller or any Operating Subsidiary,except, as would not materially and adversely affect the ability of Seller to carry out its obligations hereunder, and toconsummate the Transaction;

(iii) other than any required EU or national competition law filings, require any approval, consent, orauthorization of, or notice to, or filing or registration with, any Governmental Authority by or with respect to Seller,the Company or the Operating Subsidiaries in connection with the execution and delivery of this Agreement bySeller or the consummation by Seller, the Company or the Operating Subsidiaries of the Transaction, except wherefailure to obtain such approval, order or authorization or make such filing, registration or declaration, would notmaterially and adversely affect the ability of Seller to carry out its obligations hereunder, and to consummate theTransaction;

(iv) violate or conflict with in any material respects or result in any material breach or contravention of, orconstitute a material default under or an event giving rise to a right of termination of, any Material Contract; or

(v) result in the creation of any Encumbrance upon any JV Company, any of the JV Companies’ Equity orany of the Assets.

(b) There are no Contracts with, or option, commitments or right in favor of, any Person to directly or indirectlyacquire any Assets, except for sales of Inventory in the Ordinary Course of Business or other Assets which would notreasonably be expected to be material to the Business.

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3.04 Binding Agreement

This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly authorized by allnecessary corporate action on the part of Seller (including Equity holder action, if required), and (assuming due authorization,execution and delivery by Buyer) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute,legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except asenforceability may be subject to general principles of equity and as may be restricted, limited or delayed by Bankruptcy or other lawsaffecting creditors’ rights generally.

3.05 Financial Statements

(a) Seller has delivered to Buyer the JV Companies’ non-consolidated annual audited financial statements for eachof the years ended September 30, 2005, 2006 and 2007 and a preliminary copy of the JV Companies’ pro forma consolidatedunaudited quarterly financial statement for the quarter ended December 31, 2007 (collectively with the Balance Sheet, the“Financial Statements”). The Financial Statements have been prepared in accordance with Accounting Principles. Other thanwith respect to the Excluded Assets as to which Seller makes no representation, each balance sheet included in the FinancialStatements fairly and accurately presents, in all material respects, the financial condition of the Company as of the datethereof, and each related statement of income and cash flows (including the footnotes thereto) included in the FinancialStatements fairly and accurately presents, in all material respects, the results of the operations of the JV Companies and thechanges in their consolidated financial position for the period indicated, all in accordance with Accounting Principles, subjectin the case of the unaudited quarterly financial statements to normal year-end adjustments and the absence of footnotes andsimilar presentation items therein.

(b) There are no Liabilities (including Indebtedness) of the Company or any of the Operating Subsidiaries, exceptfor Liabilities (i) reflected or reserved against in the Financial Statements, (ii) set forth in the Capital Expenditure Plan, or(iii) accounted for in the calculation of Long-Term Liabilities or Current Liabilities.

3.06 Recent Activities

Except as set forth on Schedule 3.06, since the date of the Balance Sheet, (a) the JV Companies have conducted the Businessin the Ordinary Course of Business in all material respects, except for the negotiation, execution, delivery and performance of thisAgreement, (b) to the date hereof, the JV Companies have not taken any action that, if taken after the Effective Date without theconsent of Buyer, would reasonably be expected to give rise to a breach of Section 5.03, and (c) no Material Adverse Effect hasoccurred.

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3.07 Title to and Adequacy of Assets

Except as described on Schedule 3.07, each JV Company owns and holds good, valid and marketable title to, a validleasehold interest in or a valid right to use all of the Assets material to the operation of the Business (other than the Real Property),free and clear of any Encumbrances other than Permitted Encumbrances. The Assets constitute all of the assets, properties and rightsof Seller or a JV Company (other than the Excluded Assets) necessary, in all material respects, for the operation of the Business fromand after the Closing Date in substantially the same manner as the Business is operated by the JV Companies as of the Effective Date.

3.08 Inventory

All Inventory of the JV Companies consists in all material respects of items of a quality and quantity usable and salable in theOrdinary Course of Business, the level of Inventory is consistent with the level maintained by the JV Companies in the OrdinaryCourse of Business in all material respects, and no JV Company has any Inventory that has been consigned to third parties or thatotherwise is not in the possession, custody or control of a JV Company (except for material that is in transit).

3.09 Condition of Tangible Personal Property

All Tangible Personal Property material to the operation of the Business is in substantially the same condition as it existed onthe date of the Balance Sheet, in all material respects, ordinary wear and tear excepted.

3.10 Real Property

(a) Schedule 3.10(a) contains a true, complete and correct list of all Owned Real Properties and the JV Companyowner of record thereof. True, complete and correct copies of all deeds to which any JV Company is a grantee with respect tothe Owned Real Properties have been made available to Buyer. Except as described in Schedule 3.10(a), (i) the applicable JVCompany holds the Owned Real Properties free and clear of any and all Encumbrances other than Permitted Encumbrances,(ii) the only real property used by the JV Companies in connection with the Business is the Leased Property and the OwnedReal Properties, and (iii) there are no Contracts of sale, leases (other than the Real Property Leases), options to purchase,rights of first refusal or other Contracts (other than Permitted Encumbrances) entered into by Seller or any JV Company withrespect to the Real Property which will survive Closing.

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(b) Schedule 3.10(b) contains a true, complete and correct list of all (i) Leased Property and (ii) Real PropertyLeases. The Company has made available to Buyer true, complete and correct copies of the Real Property Leases in effect atthe Effective Date. Except as described in Schedule 3.10(b), (i) each JV Company, as applicable, has a valid leaseholdinterest in the Real Property Leases, free and clear of any and all Encumbrances other than Permitted Encumbrances, (ii) eachReal Property Lease is a legal, valid and binding obligation of a JV Company, and to the Knowledge of Seller, each otherparty thereto, enforceable (except as enforceability may be subject to general principles of equity and as may be restricted,limited or delayed by Bankruptcy or other laws affecting creditors’ rights generally) and to Seller’s Knowledge in full forceand effect, (iii) there is no existing material default under any Real Property Lease by any JV Company, or to Seller’sKnowledge by any landlord or lessor; (iv) no event has occurred that, with notice or lapse of time or both, would constitute amaterial default by any JV Company, or, to Seller’s Knowledge, by any landlord or lessor, or to Seller’s Knowledge, permittermination, modification or acceleration of any Real Property Lease by any landlord or lessor, (v) there are no disputes, oralagreements, or forbearance programs by any JV Company in effect as to any Real Property Lease that would reasonably beexpected to be material to the Business, (vi) no JV Company has assigned, transferred, conveyed, mortgaged, deeded in trust,or encumbered any interest in any Real Property Lease, other than Permitted Encumbrances, and (vii) no JV Company is inmaterial default of any payment obligation under any Real Property Lease.

(c) There have been no material Proceedings or Claims, including condemnation proceedings, with respect to theReal Property (including Claims by any adjacent property owners seeking to restrict the use of the Real Property or operationof the Business), and there are no pending or, to the Knowledge of Seller, threatened Proceedings or Claims, includingcondemnation proceedings, with respect to the Real Property (including Claims by any adjacent property owners relating tothe use of the Real Property or operation of the Business).

3.11 Environmental Matters

(a) Other than as set forth on Schedule 3.11(a) and on Schedule 3.11(b) and except as would not materially andadversely affect the JV Companies taken as a whole, or the conduct of the Business: (i) the JV Companies have complied,and are currently in compliance, in all material respects, with all applicable Environmental Laws and have obtained and arein compliance with all material Permits required under applicable Environmental Laws to conduct the Business as conductedas of the Effective Date, and (ii) all mandatory waste accountancy registers and documents provided for under LegislativeDecree no. 152/06 and further amendments and relevant implementation rules, as well as any other mandatory documentationconcerning waste management, is regularly kept and updated by the JV Companies, and kept available to the relevantGovernmental Authorities. To the Knowledge of Seller, no unauthorized aboveground or underground water or chemicaldischarge into the subsoil, waste storage or disposal areas, including landfills, surface impoundments, pits, ponds or lagoons,or any unauthorized underground storage tanks, are present at the Real Property.

(b) True, complete and correct copies of the written reports, and all parts thereof, of all environmental audits orenvironmental site assessments that have been conducted in the last five (5) years with respect to the Business, the RealProperty or the Assets, either by any JV Company or any environmental consultant or engineer engaged by any JV Companyor on any JV Company’s behalf for such purpose, or that are otherwise in any JV Company’s possession, have been madeavailable to Buyer, and a list of all such reports, audits and assessments and any other similar report, audit or assessment isincluded onSchedule 3.11(b).

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(c) Except as set forth on Schedule 3.11(c), (i) there are no pending, or to the Knowledge of Seller, threatened,Environmental Claims, and (ii) no material environmental remediation process required by applicable Environmental Laws ispresently ongoing or has been planned for the future or has been required by any Governmental Authority.

3.12 Intellectual Property

(a) Except as would not materially and adversely affect the JV Companies, taken as a whole, or the conduct of theBusiness, each JV Company owns or pursuant to a License Agreement has a valid license and right to use, all IntellectualProperty and Computer Software in the manner currently utilized by such JV Company. There is no pending nor, to theKnowledge of Seller, threatened Claim or Proceeding by any Person or Governmental Authority alleging the infringement,violation, misappropriation, misuse or conflict with the intellectual property of any Person or Governmental Authority, orchallenging or questioning the ownership, validity or enforceability of any Intellectual Property and no JV Company hasreceived any notice alleging that the Intellectual Property or the Computer Software is in violation or infringement of anyrights of any other Person.

(b) Schedule 3.12(b) correctly and completely identifies all Intellectual Property that is either registered or for whichapplications to register have been filed and all License Agreements which are material to the Business. Seller has madeavailable to Buyer true, correct and complete copies of all License Agreements which are material to the Business.

(c) Except as indicated in Schedule 3.12(c), none of the JV Companies has granted to any third party any rightrelating to the use, license, lease or sale of their respective Intellectual Property. The Intellectual Property which is registeredor the subject of an application for registration has been duly maintained in all material respects in accordance with allapplicable Legal Requirements. No registration or application for registration of any material item of the registeredIntellectual Property is the subject of any pending opposition, interference, cancellation or other Proceeding filed before anyGovernmental Authority. Except as would not materially and adversely affect the JV Companies, taken as a whole, or theconduct of the Business, none of the JV Companies is in breach or default of any License Agreement or any other grant ofrights with respect to Intellectual Property of third parties used by the JV Companies.

3.13 Permits and License

The JV Companies have all Permits necessary for them to own, lease or operate their respective Assets and to conduct theBusiness as conducted as of the Effective Date, all of which remain in effect and are in good standing and were validly issued, exceptin each case as would not materially and adversely affect the JV Companies, taken as a whole, or the conduct of the Business.

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3.14 Agreements and Commitments

Schedule 3.14 is a true, complete and correct list, as of the Effective Date, of each and every Contract conforming to thedescriptions set forth in this Section 3.14 (each Contract described in (a) through (h) below, a “Material Contract” and, collectively,“Material Contracts”), copies of which (including all amendments, supplements, modifications, annexes or schedules thereto) havebeen made available to Buyer:

(a) any Contract in effect as of the Effective Date (whether or not made in the Ordinary Course of Business)pursuant to which (i) payments have been made by or to any JV Company in excess of Two Hundred Fifty Thousand Euros(€250,000), in the aggregate, during the twelve-month period ended on September 30, 2007, or (ii) payments are reasonablyanticipated, as of the Effective Date, by or to any JV Company during the twelve-month period ending on September 30,2008 in excess of Two Hundred Fifty Thousand Euros (€250,000), in the aggregate, or in excess of Two Million Euros(€2,000,000), in the aggregate, over the remaining term of such Contract, except, in each case, for purchase orders and salesorders made in the Ordinary Course of Business and any Contracts that can be cancelled without any penalty or otherLiability to any JV Company upon notice of 30 days or less;

(b) any option or other Contract relating to the sale, purchase, lease, sublease, assignment, acquisition or disposal byany JV Company of any material Assets, except for the Excluded Assets, or of any Equity to or of any Person entered into bya JV Company in the last two (2) years which was not made in the Ordinary Course of Business;

(c) any joint venture, partnership, or other Contract (however named) involving a sharing of profits, losses, costs orliability by any JV Company with any other Person;

(d) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion and similarContracts to which a JV Company is a party that provide commissions or similar payments to or by any Person based onsales, purchases or profits pursuant to which (i) payments have been made by or to any JV Company in excess of OneHundred Thousand Euros (€100,000), in the aggregate, during the twelve-month period ended on September 30, 2007, or (ii)payments are reasonably anticipated, as of the Effective Date, by or to any JV Company during the twelve-month periodending on September 30, 2008 in excess of One Hundred Thousand Euros (€100,000), in the aggregate, or in excess of FiveHundred Thousand Euros (€500,000), in the aggregate, over the remaining term of such Contract;

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(e) any bond, indenture, note, loan or credit agreement or other Contract relating to the borrowing of money or to theguarantee or assumption of the obligations of any other Person for borrowed money or other Indebtedness or that creates anEncumbrance (other than a Permitted Encumbrance) on any of the JV Company’s Equity or Assets, in each case having anoutstanding principal amount in excess of Five Hundred Thousand Euros (€500,000);

(f) any Contract or agreement limiting or restricting the operation of the Business, the conduct of any line ofbusiness of any JV Company, any JV Company’s use of any Assets or any JV Company’s ability to contract or compete withany Person, in any material respect;

(g) any Contract with any (i) current officer, director, shareholder or stakeholder of any JV Company or (ii) anyemployee or consultant of any JV Company that provides annual gross salary/compensation in excess of One HundredThousand Euros (€100,000) and that is not cancelable without penalty or further payment and without more than 30 days’notice; and

(h) any amendment, supplement, or modification (whether oral or written in respect of any of the foregoing).

3.15 Status of Material Contracts

Except as set forth onSchedule 3.15:

(a) each Material Contract constitutes a lawful, valid and legally binding obligation of the applicable JV Company,and, to the Knowledge of Seller, each other party thereto, and is enforceable against each, in accordance with its terms,except as enforceability may be subject to general principles of equity or as may be restricted, limited or delayed byBankruptcy or other laws affecting creditors’ rights generally;

(b) each Material Contract is in full force and effect and constitutes the entire agreement by and between the partiesthereto with respect to the subject matter thereof;

(c) none of the JV Companies and, to the Knowledge of Seller, no other party to a Material Contract has repudiatedany provision of any Material Contract, and none of the JV Companies is in material default, and, to the Knowledge of Seller,no other party thereto, is in material default, under any Material Contract; and

(d) no Material Contract requires the consent of any Person as a result of or pursuant to the consummation of theTransaction (except as set forth onSchedule 3.03(a)).

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3.16 Employees and Employee Relations; Employee Benefit Plans

(a) Except as set forth onSchedule 3.16(a), no JV Company is currently, nor has any JV Company ever been, a partyto any collective bargaining agreement or other labor union contract, and there has never been, nor to the Knowledge ofSeller, is there pending or threatened, any application for certification of a collective bargaining agent. Each of the JVCompanies has complied, and presently comply, in all material respects, with all applicable Legal Requirements regardingthe terms and conditions of employment or other labor related matters. Each of the JV Companies has made all filings andtaken all actions required to be made or taken in respect of their respective employees under applicable labor and welfareLegal Requirements, and all welfare charges due under such Legal Requirements in respect of such employees have beenfully paid, except as would not materially and adversely affect the JV Companies, taken as a whole, or the conduct of theBusiness. Where applicable, the “TFR” (provided for under Article 2120 (“Disciplina del trattamento di fine rapporto”) ofthe Italian Civil Code) and other indemnities due to the employees have been regularly set aside and are properly entered inthe relevant respective financial statements, in all material respects. In the three (3) years preceding the Effective Date therehas not been any, nor is there currently any ongoing or threatened, strikes, work stoppages, walkouts, lockouts, or similaractions or disputes involving or otherwise affecting any of the JV Companies’ employees. No JV Company retains anyindependent contractors or sales agents except in the Ordinary Course of Business and in accordance with applicable LegalRequirements and no independent contractors or sales agents has been retained and has performed his/her services in a waythat such independent contractor or sales agent are entitled to be treated as, or recognized the status of, an employee of any ofthe JV Companies, and there are no sums or bonuses payable by any of the JV Companies to any independent contractors orsales agents in connection with their activities except in the Ordinary Course of Business and in accordance with applicableLegal Requirements.

(b) Schedule 3.16(b) contains a true and complete list of all Employee Benefit Plans maintained by each JVCompany. Except as contemplated by this Agreement, no JV Company has any commitment or formal plan, whether legallybinding or not, to create any additional employee benefit plan or modify or change any existing Employee Benefit Plan thatwould materially increase the liability of any JV Company.

(c) Except as described onSchedule 3.16(c):

(i) each Employee Benefit Plan has been administered, and is in, compliance with the terms of suchEmployee Benefit Plan and all applicable Legal Requirements, in all material respects; and

(ii) there are no pending or, to the Knowledge of Seller, threatened material claims or litigation involvingany Employee Benefit Plan (other than routine claims for benefits) by participants or beneficiaries covered undersuch Employee Benefit Plans.

(d) With respect to each written Employee Benefit Plan, Seller has made available to Buyer true, correct andcomplete copies of the Employee Benefit Plan and any amendments thereto (or if the Employee Benefit Plan is not a writtenBenefit Employee Plan, a description thereof), any related trust or other funding vehicle, the most recent summary plandescription and any summaries of material modifications thereto.

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(e) Except as set forth on Schedule 3.16(e), no Employee Benefit Plan provides medical, surgical or hospitalizationbenefits (whether or not insured) for employees or former employees of any JV Company for periods extending beyond suchemployee’s retirement date or other termination of service, other than (i) coverage mandated by applicable LegalRequirements or (ii) benefits the full cost of which is borne by the current or former employee (or such employee’sbeneficiary).

(f) Except as set forth on Schedule 3.16(f), the consummation of the Transaction will not, either alone or incombination with another event, (i) entitle any current or former employee or officer of any JV Company to severance pay,termination pay, separation pay, retention pay or “change-in-control” or “change-of-control” payments, or (ii) accelerate thetime of payment or vesting, or increase the amount of compensation due any such employee or officer.

(g) Except as set forth on Schedule 3.16(g), no written warnings or assessments or formal proceedings are pendingor, to the Knowledge of Seller, have been threatened, with respect to compliance by the JV Companies with LegalRequirements regarding accidents and health and safety in the workplace.

(h) The relationships entered into with any of JV Companies’ principal suppliers, manufacturers, customers,consultants or contractors, either legal entities or individuals, do not entitle any Person performing services in favor of any JVCompanies to be treated as, or recognized the status of, an employee of any of the JV Companies.

3.17 Litigation and Proceedings

Except as set forth on Schedule 3.17, there are no Claims or Proceedings pending or, to the Knowledge of Seller, threatenedagainst any JV Company or otherwise related to the Business which would reasonably be expected to be material to the Business.Except as set forth on Schedule 3.17, no JV Company is now under or subject to any Order. There are no material Claims pendingamong any of the JV Companies (on the one side) and any of the JV Companies’ employees, former employees, independentcontractors and/or agents, employees’ collective bargaining representatives, trade unions (on the other side) relating to employment orservice in or with any of the JV Companies.

3.18 Taxes

(a) Each of the JV Companies is and has at all times been resident in Italy for Tax purposes and is not (and has not atany time been) treated as resident in any other jurisdiction for any Tax purpose (including any double taxation arrangement).None of the JV Companies is subject to Tax in any jurisdiction other than Italy by virtue of having a permanent establishmentor other place of business in that jurisdiction. None of the JV Companies is liable for any income Tax as the agent of anyother person or business or constitutes a permanent establishment of any other Person for any Tax purpose.

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(b) For all tax years ending on or prior to the Closing Date, each JV Company has timely filed or, to the extent thatthe term, including available extensions, has not expired yet, will timely file all material Tax Returns required to be filed byor on behalf of such JV Company. All such Tax Returns are or shall be when filed correct and complete in all materialrespects, and the applicable JV Company has duly and timely paid, including any advance payment required by LegalRequirements, or made provision in accordance with Accounting Principles applied on a consistent basis, for the payment ofall material Taxes which have become due and payable, unless such Taxes are being contested in good faith by appropriateproceedings. As of the Closing, there will be no Encumbrances other than Permitted Encumbrances on any JV Company orany Assets arising in connection with any failure (or alleged failure) to pay any Tax, including any Taxes arising from theTransaction (other than Taxes which are the responsibility of Buyer). There are no pending or, to the Knowledge of Seller,threatened Tax assessments or Proceedings from any Governmental Authority.

(c) Each JV Company has withheld proper and accurate amounts from its employees’ compensation in compliancein all material respects with all withholding and similar provisions of any and all applicable Legal Requirements, and haswithheld and paid when due (including applicable extensions), or caused to be withheld and paid when due (includingapplicable extensions), all Taxes on monies paid by such JV Company to independent contractors, creditors and otherPersons for which withholding or payment is required by applicable law.

(d) Each of the JV Companies:

(i) is registered for the purposes of value added Tax, has been so registered at all times that it has beenrequired to be registered by VAT Legislation, and such registration is not subject to any conditions imposed by oragreed with the Governmental Authority;

(ii) to date, has fully complied with and observed in all material respects the terms of VAT Legislation;

(iii) to date, has maintained and obtained at all times complete, correct and up to date records, invoices andother documents (as the case may be) appropriate or requisite for the purposes of VAT Legislation and haspreserved such records, invoices and other documents in such form and for such periods as are required by VATLegislation, in each case in all material respects;

(iv) obtains credits for all material input Tax paid or suffered by it; and

(v) is not and has not been treated as a member of a group for the purposes of VAT Legislation, and has notapplied for such treatment.

(e) Pursuant to Law No. 289/2002, each JV Company has filed in a timely manner all returns submitted for Taxamnesty purposes, and such returns were true and correct in all material respects and all amounts due before the Closing Datethere under have been paid in full and in a timely manner.

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(f) None of the JV Companies has entered into any agreement or arrangement with any Governmental Authoritywith respect to any Tax liability of the same JV Company affecting any tax period for which the applicable statute oflimitations, after giving effect to extensions or waivers, has not expired.

(g) None of the JV Companies qualifies as “dummy company” under Article 30 of the Law 23 December 1994 No.724, as amended.

(h) All material transactions between any JV Company and its Affiliates have been and are on fully arm’s lengthterms.

(i) Except as set forth on Schedule 3.18(i), since the date three (3) years prior to the Effective Date none of the JVCompanies has entered into any transaction with any Person resident in a country or territory included in the list of the Taxhaven territories issued by the Ministry of Finance for the purposes of Article 110, paragraph 10, Tax Code.

(j) Schedule 3.18(j) sets forth a complete and accurate list of all federal, state, local and foreign jurisdictions inwhich each JV Company is required to file a Tax Return.

(k) As of the Closing Date and after giving effect to the Closing of the Transaction, there shall be no U.S. 10%Holders, assuming that there are no U.S. 10% Holders with any interest in any JV Company through Buyer’s ownershipinterest in the Company.

3.19 Customer List

Seller has made available to Buyer a true, complete and correct list of the five (5) largest customers of each JV Company,measured by the aggregate amount of the JV Company’s revenue generated by such customer for the three (3) most recent completefiscal years (each such customer, a “Material Customer”). No Material Customer has canceled, terminated or otherwise materiallymodified, or, to the Knowledge of Seller, threatened to cancel, terminate or otherwise materially modify, its relationship with theapplicable JV Company during the twelve (12) months immediately preceding the Effective Date or has during suchtwelve (12)-month period materially decreased its business with the applicable JV Company.

3.20 Suppliers

Seller has made available to Buyer a true, complete and correct list of the five (5) largest suppliers or vendors of each JVCompany, measured by the aggregate payments made by the JV Company to such supplier for the three (3) most recent completefiscal years (each such supplier or vendor, a “Material Supplier”). No Material Supplier has canceled, terminated or otherwisematerially modified, or, to the Knowledge of Seller, threatened to cancel, terminate or otherwise materially modify, its relationshipwith the applicable JV Company during the twelve (12) months immediately preceding the Effective Date or has during suchtwelve (12)-month period materially decreased its business with the applicable JV Company.

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3.21 Compliance with Legal Requirements

(a) Each JV Company is in compliance with all Legal Requirements applicable to it or the conduct of the Business,except, with respect to the Company, Pallanzeno and San Zeno, as would not materially and adversely affect such JVCompany or the conduct of the Business, and, with respect to Acofer and Sidervaldarno, as would not affect Acofer andSidervaldarno taken together or the conduct of the Business, and no Proceeding, Claim or written notice has been filed orcommenced against any JV Company alleging failure to so comply except, with respect to the Company, Pallanzeno and SanZeno, as would not materially and adversely affect such JV Company, and, with respect to Acofer and Sidervaldarno, aswould not affect Acofer and Sidervaldarno taken together, nor has any JV Company received any written notice of anyviolation thereof that has not been remedied, nor to the Knowledge of Seller, is any such Proceeding, Claim or noticethreatened.

(b) The Company has complied, in all material respects, with all Legal Requirements applicable to or otherwiserelated to the JV Companies’ Equity, and no Proceeding, Claim or written notice has been filed or commenced against Selleralleging failure to so comply, nor has Seller received any written notice of any violation thereof that has not been remedied,nor to the Knowledge of Seller, is any such Proceeding, Claim or notice threatened.

3.22 Related-Party Transactions

Except as set forth on Schedule 3.22, no Related Party, directly or indirectly, (a) has borrowed money from or loaned moneyto any JV Company that is currently outstanding, (b) has any ownership interest in any property or Asset used by any JV Companywhich is material to the conduct of the Business; or (c) except for employment Contracts, is a party to any Contract with any JVCompany or Seller.

3.23 No Commissions; No Illegal Payments

Seller has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation inconnection with the Transaction. To Seller’s Knowledge, no JV Company nor Seller (nor any Related Party) has, directly or indirectly,paid or delivered or agreed to pay or deliver any fee, commission or other sum of money or item of property, however characterized,to any Person that is in any manner related to the Business in violation of any Legal Requirement.

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3.24 Insurance

Schedule 3.24 lists all policies of fire, liability, property, workers’ compensation and other forms of insurance covering anyof the Assets of any of the JV Companies. Each policy listed is valid, binding and enforceable in accordance with its respective termsand is in full force and effect, all premiums due with respect to each policy listed have been paid or deferred with the agreement of theinsurers, and there are no notices of cancellation or termination with respect to any policy listed. Seller further confirms that the limitshave not been exhausted. The coverage provided by the policies listed in Schedule 3.24 is consistent with the past practice of the JVCompanies. Neither Seller nor any of the JV Companies have been refused any insurance with respect to its respective assets,properties or operations, nor has its coverage been materially limited or reduced by any insurance carrier to which it has applied forany such insurance or with which it has carried insurance during the last three (3) years.

3.25 Disclaimer of Seller

EXCEPT AS SET FORTH IN THIS ARTICLE III, NONE OF SELLER, ITS AFFILIATES OR ANY OF THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHERREPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE JVCOMPANIES, THE PURCHASED STAKES OR ANY OF THE ASSETS OR THE BUSINESS OR PROSPECTS OF THE JVCOMPANIES. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that the statements contained in this Article IV are true and correct as of theEffective Date and shall be true and correct as of the Closing Date (except such representations and warranties that are made as of aspecific date, which Buyer represents and warrants to Seller are true and correct as of such specific date).

4.01 Organization

Buyer is a Dutch BV entity duly organized, validly existing and in good standing under the laws of the Netherlands.

4.02 Powers

Buyer has all requisite corporate power and authority to enter into, execute, deliver and perform all of its obligations underthis Agreement and each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyand thereby and to perform its obligations hereunder and thereunder.

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4.03 Absence of Conflicts

The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer is a party byBuyer and the consummation of the transactions contemplated hereby and thereby do not and will not:

(a) conflict with or violate any of the terms of the Organizational Documents of Buyer, as amended to date;

(b) violate any Legal Requirement applicable to Buyer, except, as would not materially and adversely affect theability of Buyer to carry out its obligations hereunder, and to consummate the Transaction; and

(c) other than any required EU or national competition law filings, require any approval, consent, or authorizationof, or notice to, or filing or registration with, any Governmental Authority by or with respect to Buyer in connection with theexecution and delivery of this Agreement by Buyer or the consummation by Buyer of the Transaction, except where failure toobtain such approval, order or authorization or make such filing, registration or declaration, would not materially andadversely affect the ability of Buyer to carry out its obligations hereunder, and to consummate the Transaction.

4.04 Binding Agreement

This Agreement has been, and upon their execution the Ancillary Agreements to which Buyer is a party shall have been, dulyauthorized by all necessary corporate action on the part of Buyer (including Equity holder action, if required), and (assuming dueauthorization, execution and delivery by Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements shallconstitute, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, exceptas enforceability may be subject to general principles of equity and as may be restricted, limited or delayed by Bankruptcy or otherlaws affecting creditors’ rights generally.

4.05 Litigation

As of the Effective Date, no Proceeding by or against Buyer is pending or, to the Knowledge of Buyer, threatened, whichwould be reasonably likely to affect the legality or enforceability of this Agreement, the Ancillary Agreements to which Buyer is aparty, or the consummation of the Transaction.

4.06 Buyer’s Acknowledgement

Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities,results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysiswas done by Buyer and its Affiliates and representatives. Buyer acknowledges that it and its representatives have been providedadequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement,Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factualrepresentations or opinions of Seller or its representatives (except the specific representations and warranties of Seller set forth inArticle III).

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ARTICLE VCOVENANTS AND AGREEMENTS OF THE PARTIES

5.01 Standstill

Until the earlier of (a) the Closing, or (b) such time as this Agreement may be validly terminated pursuant to Section 8.04,Seller shall not, and Seller shall cause the Operating Subsidiaries and each of its Related Parties, Affiliates, officers, directors,employees or agents, or anyone acting on its behalf (collectively, “Representatives”) not to, directly or indirectly, solicit, initiate,encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider themerits of any inquiries or proposals from any Person (other than Buyer) which may lead, directly or indirectly, to (i) a sale ordisposition of any JV Company or any Assets or the Business (other than (A) the sale of Inventory or non-material Assets in theOrdinary Course of Business or (B) discussions which Seller has commenced with Presider and Titan regarding potential commercialarrangements and which Seller may continue, provided that Seller shall not enter or permit any Affiliate to enter into any definitiveagreements without the prior consent of Buyer, not to be unreasonably withheld); (ii) a sale of any JV Companies’ Equity or any otherequity in any JV Company (or the right to acquire the same); or (iii) a merger by or acquisition of any JV Company or otherrestructuring, recapitalization or reorganization involving any JV Company or any JV Companies’ Equity. Seller hereby confirms andrepresents that no other discussions with any other third parties other than Buyer regarding the Company are ongoing. Following theEffective Date, Seller shall notify Buyer within 48 hours of receipt of any written proposal from any third party that if acted upon bySeller or its Affiliates could constitute a breach of this Section 5.01.

5.02 Pre-Closing Conduct of Business

Seller covenants and agrees that, except as described in Schedule 5.02, between the Effective Date and the Closing, Sellershall cause the Company and each Operating Subsidiary to, (a) conduct the Business in all material respects in the Ordinary Course ofBusiness and (b) use its commercially reasonable efforts to preserve intact in all material respects the business organization of theBusiness.

5.03 Certain Actions

From the Effective Date until the earlier of the date of termination of this Agreement pursuant to Section 8.04 or the suchtime as the Transaction is consummated, except as expressly permitted or required by this Agreement or as consented to by Buyer inwriting, such consent not to be unreasonably withheld, Seller shall not and shall cause the Company and each Operating Subsidiarynot to:

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(a) declare, set aside or pay any non-cash dividend, reserves or other distribution, with respect to, or redeem,purchase or otherwise acquire, directly or indirectly, any Equity;

(b) amend its Organizational Documents;

(c) issue, deliver, award, grant, sell, transfer, dispose of, pledge or encumber any of its Equity, or securitiesconvertible or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any of its Equity oramend or otherwise modify the terms of such securities options, warrants, calls, commitments or rights, the effect of whichshall be to make such terms more favorable to the holders thereof;

(d) authorize or effect any split, combination or reclassification of, or authorize or propose the issuance of, any othersecurities in respect of, in lieu of or in substitution for, any of its Equity, or effect or become a party to any plan of completeor partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, reorganization or Equity exchange;

(e) except as set forth in the Capital Expenditure Plan make or authorize any capital expenditure, capitalcommitment, or addition to property, plant or equipment outside of the Ordinary Course of Business in excess of FiveHundred Thousand Euros (€500,000) individually or One Million Euros (€1,000,000) in the aggregate;

(f) enter into or renew any Material Contract with any Affiliate, or engage in any material transaction with anyAffiliate (other than payment of ordinary compensation and fees to directors and officers in the Ordinary Course ofBusiness);

(g) assume, guarantee or otherwise become liable for the obligations of any third party;

(h) create any Encumbrance (other than a Permitted Encumbrance) on any Asset material to the operation of theBusiness;

(i) make any change in the compensation, fringe benefits or bonuses payable to any of its directors, officers oremployees, other than (A) as required by Legal Requirements, (B) in accordance with any plans, programs or agreementsexisting on the Effective Date that have been disclosed to Buyer, or (C) other ordinary increases consistent with the pastpractices of the Company or the relevant Operating Subsidiary;

(j) change any of the accounting principles or practices that were used by any JV Company in the preparation of theFinancial Statements unless required by Accounting Principles;

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(k) make or change any material Tax election (whether a tax election is material will be determined from the futuretax consequences for both Buyer and Seller) or settle or compromise any liability in respect of material Taxes, change in anymaterial respect any accounting method in respect of material Taxes, file any amendment to a material Tax Return, enter intoany closing agreement, settle any claim or assessment in respect of material Taxes, or consent to any extension or waiver ofthe limitation period applicable to any claim or assessment in respect of material Taxes; or

(l) agree, authorize, resolve, arrange or commit to do any of the foregoing.

5.04 Consultation with Buyer; Pre-Closing Access to Information

From the Effective Date until the Closing Date, Seller shall (a) cause each JV Company’s senior employees, upon reasonablenotice, to confer with one or more representatives of Buyer and to answer Buyer’s questions regarding matters relating to the conductof the Business; (b) afford Buyer and its representatives reasonable access to each JV Company’s Facilities, Contracts, books andrecords, and other documents and data; (c) make available to Buyer copies of all such Contracts, books and records, and other existingdocuments and data as Buyer may reasonably request; and (d) furnish Buyer with such additional financial, operating, and other dataand information as Buyer may reasonably request; provided,however , that any such access or furnishing of information shall beconducted at Buyer’s expense, during normal business hours, under the supervision of Seller’s personnel and in such a manner as notto unreasonably interfere with the normal operations of the Business.

5.05 Governmental Authority Approvals

Promptly following the Effective Date, the Parties shall make all notifications, applications or filings required under ECRegulation 134/2004 or the laws of the individual EU member states within the European Union (“Filings”) with the relevantgovernment, regulatory, supranational or state agency, department or body (“ Relevant Agency”). If required by applicable LegalRequirements, the Filings shall be submitted jointly by Nucor and DPH. Nucor shall be responsible for preparing the Filings. Nucorshall provide DPH with drafts and any other documents or material correspondence to be submitted in connection with the relevantFiling reasonably in advance of submission of such filing, and consider in good faith the views and recommendations of DPH inconnection therewith. Each Party shall pay the fees and expenses of its own counsel in preparing or reviewing the Filings. The Partiesshall cooperate in good faith to accomplish the Filings as quickly as reasonably possible.

5.06 Further Acts and Assurances

At any time and from time to time at and after the Closing the Parties hereto shall use all reasonable efforts to take, or causeto be taken, all appropriate action, and to do or cause to be done all things necessary, proper or advisable under applicable LegalRequirements, and to take, or cause to be taken, all appropriate action, and to do or cause to be done all things necessary, proper oradvisable, including execute and deliver such documents and other papers, as may be required to carry out the provisions or purposesof this Agreement and consummate and make effective the Transaction.

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5.07 Costs and Expenses

(a) Except as otherwise expressly set forth in this Agreement, all expenses of the negotiation and preparation of thisAgreement and related to the Transaction, including legal counsel, accounting, brokerage and investment advisor fees anddisbursements, shall be borne by the respective Party incurring such expense, whether or not the Transaction isconsummated.

(b) Seller shall be solely responsible for paying any fees and expenses of Seller’s (or the Company’s) lawyers,accountants, investment banker or other advisers, if any, incurred in connection with the Transaction.

(c) Seller and Buyer shall each be responsible for fifty percent (50%) of the fees and expenses (including filing feesand reasonable attorneys’ fees) for local counsel incurred in connection with obtaining any approvals, consent orauthorization of, or notice to, or filing or registrations with, any Governmental Authority, or any other Person required underSection 5.05.

(d) Seller shall be responsible for any and all Liabilities, costs or expenses (including any associated Taxes) arisingout of or relating to (i) the purchase of the Government Stake, (ii) the disposition of the Excluded Assets and (iii) theStakeholder’ Loan, and in each case shall accomplish such transactions in such a manner so as not to create any contingentLiabilities on the JV Companies or the Business.

(e) Buyer shall be responsible for any and all actual out-of–pocket costs and expenses, including associated filingfees and reasonable attorneys’ fees, arising out of the Pre-Closing Reorganization, and shall promptly reimburse Seller forany such costs and expenses incurred by Seller, the JV Companies or any of their respective Affiliates from time to time uponreceipt of reasonable documentation thereof.

5.08 Confidentiality Obligations

This Agreement, the existence and contents of discussions between the Parties, and any information of a proprietary orconfidential nature furnished by a Party to another Party pursuant to the terms hereof or in connection with the Transaction are“Confidential Information” (as such term is defined in the Confidentiality Agreement) and the terms and conditions of theConfidentiality Agreement shall apply with respect thereto.

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5.09 Slag Removal; Process Water Treatment Plant; Reheat Furnaces

(a) Seller shall quantify the volume of slag (“scorie”) at the San Zeno Facility as of the Closing Date (“Pre-ClosingSlag”), and shall deliver to Buyer a reasonably detailed report setting forth the amount of such Pre-Closing Slag along withsuch supporting information and evidence as Buyer reasonably requests. Seller shall be responsible for and shall reimbursethe JV Companies for their direct, out-of-pocket costs and expenses incurred in connection with the conversion of suchPre-Closing Slag into slag waste (“rifiuto”) and the disposal of such slag waste as required by applicable EnvironmentalLaws as applied in accordance with industry standards in the area of the facility (the “Slag Waste Removal”). Seller shall beprovided with reasonable advance notice of the Slag Waste Removal, and Seller shall have the right to oversee and control allaspects of the Slag Waste Removal, provided that the Slag Waste Removal is conducted in accordance with the requirementsof applicable Environmental Laws as applied in accordance with industry standards in the area of the facility. Seller shall beprovided with such access to the facility as may reasonably be necessary to exercise its rights and obligations under thisSection 5.09.

(b) Prior to the Closing or within a reasonable time following the Closing, Seller shall at Seller’s expense completeinstallation of the process water treatment plant at the Pallanzeno Facility so that the process water discharge at such Facilitycomplies with applicable Environmental Laws or requirements of applicable Governmental Authorities.

5.10 Taxes

(a) Whenever it is necessary to determine the liability for Taxes of any of the JV Companies for a portion of ataxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the JV Companiesfor the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Dategenerally shall be determined by assuming that the JV Companies had a taxable year or period which ended at the close ofthe Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (such as thededuction for depreciation), and Taxes imposed on a periodic basis (such as real property taxes), shall be apportioned on atime basis (i.e., the amount of such Tax for the entire taxable period shall be multiplied by a fraction the numerator of whichis the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days inthe entire taxable period).

(b) Seller shall be entitled to any Tax refund, Tax credit, allowance or set-off against Taxes received by any of theJV Companies in respect of any Pre-Closing Tax Period that was not reflected in the Financial Statements as an asset, andBuyer shall pay, or cause the Company to pay, the value of any such Tax Refund, Tax credit, allowance or set-off againstTaxes received by Buyer or the JV Companies to Seller, as applicable, promptly following its receipt.

(c) From and after the Closing, if at any time, to the Knowledge of Seller any U.S. citizen or permanent resident whothrough Seller’s ownership in the Company has a direct or indirect ownership interest in any JV Company as of the ClosingDate (a “U.S. Holder”) intends to make any change in such U.S. Holder’s direct or indirect ownership interest in the JVCompanies that would cause such U.S. Holder to become a U.S. 10% Holder, Seller shall provide Buyer with written noticeof such change at least 120 days prior to the effectiveness thereof.

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5.11 Notice of Developments

(a) Until the Closing, Seller shall notify Buyer in writing of any breach of Seller’s representations and warranties setforth in Article III of which Seller has Knowledge attributable to events or omissions occurring or arising after the EffectiveDate and that will result in the condition set forth in Section 7.01(a) becoming incapable of being satisfied; provided,however, that if such breach would give rise to a right to terminate this Agreement pursuant to Section 8.04(a)(ii) by Buyerand within 20 days of receipt of such notice duly delivered in accordance with Section 12.05, Buyer fails to give writtennotice of its intent to terminate this Agreement, Buyer’s rights with respect to such breach shall be deemed waived and Buyershall not have any further rights in respect thereof under this Agreement for indemnification or otherwise (other than withrespect to Sections 3.11 or 3.18). From and after Closing, Seller shall have no liability for any breach of, or failure to giveany notice required by, this Section 5.11(a).

(b) Until the Closing, Buyer shall notify Seller in writing of any breach of Buyer’s representations and warranties setforth in Article IV of which Buyer has Knowledge attributable to events or omissions occurring or arising after the EffectiveDate and that will result in the condition set forth in Section 6.01(a) becoming incapable of being satisfied;provided however, that if such fact, change, condition, circumstance or occurrence or nonoccurrence of such event wouldgive rise to a right to terminate this Agreement pursuant to Section 8.04(a)(ii) by Seller and within 20 days of receipt of suchnotice duly delivered in accordance with Section 12.05, Seller fails to give written notice of its intent to terminate thisAgreement, Seller’s rights with respect to such breach shall be deemed waived and Seller shall not have any further rights inrespect thereof under this Agreement for indemnification or otherwise. From and after Closing, Buyer shall have no liabilityfor any breach of, or failure to give any notice required by, this Section 5.11(b).

5.12 Pre-Closing Reorganization

Prior to the Closing, Seller shall have caused each of the JV Companies (other than Acofer) to convert into limited liabilitycompanies (“Società a responsabilità limitata”)(the “Pre-Closing Reorganization”). In connection with the Pre-ClosingReorganization, (a) each of the JV Companies shall adopt new Bylaws (or amend their existing Bylaws) in a manner reasonablyacceptable to Buyer and Seller and (b) upon Buyer’s request (regardless of whether such request is made prior or subsequent toClosing), (i) Seller shall execute US Form 8832 “Entity Classification Election” for the Company, and (ii) Seller shall take all actionsnecessary to cause the appropriate party to execute a US Form 8832 “Entity Classification Election” for each Operating Subsidiary;provided that from and after the Closing, Seller shall have no liability for any breach of this Section 5.12 and, for the avoidance ofdoubt, Seller shall have no liability whatsoever at any time for any tax consequences to Buyer or its Affiliates as a result of thePre-Closing Reorganization or any failure to properly effect any aspect of the Pre-Closing Reorganization. Seller shall consult withBuyer and Buyer’s counsel in connection with the Pre-Closing Reorganization (including permitting Buyer prior review and commenton any required filings associated therewith).

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5.13 Expansion at San Zeno

Prior to the Closing, Seller shall cooperate in good faith with Buyer with respect to, and shall keep Buyer reasonablyinformed on the status of, all applications for any required Permits and all requisite filings required under applicable LegalRequirements (including any applications for necessary carbon credits) necessary for the “phase I” expansion of the melt shopcapacity up to one million metric tonnes at the San Zeno Facility. Following the Closing, Seller shall use its reasonable commercialefforts to obtain the Permits noted above (it being understood that Seller’s reasonable commercial efforts shall not include taking anyactions outside of Sellers control and that certain Permit applications require pre-approval by applicable Governmental Authoritiesover which Seller has no control).

ARTICLE VICONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

The obligations of Seller to consummate the Transaction are subject to the satisfaction on or prior to the Closing Date of thefollowing conditions, unless, if legally permissible, waived in writing by Seller:

6.01 Representations and Warranties; Covenants

(a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in allmaterial respects (except that those representations and warranties which are qualified as to material, materiality, MaterialAdverse Effect or similar expressions, or are subject to the same or similar type exceptions, shall be true, complete andcorrect in all respects) on and as of the Effective Date and on and as of the Closing Date or, if expressly limited to a specificdate, as of such specific date.

(b) Each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before theClosing Date shall have been complied with and performed in all material respects (except that those covenants andagreements which are qualified as to material, materiality, Material Adverse Effect or similar expressions, or are subject tothe same or similar type exceptions, shall have been complied with or performed in all respects).

6.02 Adverse Actions or Proceedings

(a) EU Competition Law Approval; Other Governmental Actions . All Filings shall have been made with theRelevant Agencies and, in respect of each Filing the Relevant Agency shall have issued a decision approving unconditionallythe Transaction or the applicable waiting periods (including any extensions) shall have expired or been terminated withoutreceipt of a negative or conditional response where such expiry or termination has the same legal effect as an unconditionalclearance.

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(b) No Proceedings. No action, suit or proceeding shall have been instituted by any Government Authority ofcompetent jurisdiction to prohibit or restrain the sale contemplated by this Agreement or the Transaction or otherwisechallenge the power and authority of the Parties to enter into this Agreement or to carry out their obligations hereunder or thelegality and validity of the Transaction.

6.03 No Order

No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law or Order (whethertemporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the AncillaryAgreements illegal or otherwise restraining or prohibiting the consummation of such transactions.

6.04 Deliveries at Closing

Buyer shall have delivered to Seller, in form and substance reasonably acceptable to Seller, those deliverables set forth inSection 8.03.

ARTICLE VIICONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

The obligations of Buyer to consummate the Transaction are subject to the satisfaction on or prior to the Closing Date of eachof the following conditions, unless, if legally permissible, waived in writing by Buyer:

7.01 Representations and Warranties; Covenants

(a) Each of the representations and warranties of Seller contained in this Agreement (other than Sections 3.05(b),3.11 or 3.18) shall be true, complete and correct in all material respects (except that those representations and warrantieswhich are qualified as to material, materiality, Material Adverse Effect or similar expressions, or are subject to the same orsimilar type exceptions, shall be true, complete and correct in all respects) on and as of the Effective Date and on and as ofthe Closing Date or, if expressly limited to a specific date, as of such specific date.

(b) Each and all of the terms, covenants and agreements to be complied with or performed by Seller on or before theClosing Date shall have been complied with or performed in all material respects (except that those covenants andagreements which are qualified as to material, materiality, Material Adverse Effect or similar expressions, or are subject tothe same or similar type exceptions, shall have been complied with or performed in all respects).

(c) Seller shall have completed the purchase of the Government Stake.

(d) Seller shall have completed the disposition of the Excluded Assets.

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(e) Seller shall have completed the Pre-Closing Reorganization.

7.02 Adverse Actions or Proceedings

(a) EU Competition Law Approval; Other Governmental Actions . All Filings shall have been made with theRelevant Agencies and, in respect of each Filing the Relevant Agency shall have issued a decision approving unconditionallythe Transaction or the applicable waiting periods (including any extensions) shall have expired or been terminated withoutreceipt of a negative or conditional response where such expiry or termination has the same legal effect as an unconditionalclearance.

(b) No Proceedings. No action, suit or proceeding shall have been instituted by any Government Authority ofcompetent jurisdiction to prohibit or restrain the sale contemplated by this Agreement or the Transaction or otherwisechallenge the power and authority of the Parties to enter into this Agreement or to carry out their obligations hereunder or thelegality and validity of the Transaction.

7.03 No Material Adverse Effect

There shall have been no Material Adverse Effect since the Effective Date.

7.04 No Order

No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law or Order (whethertemporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the AncillaryAgreements illegal or otherwise restraining or prohibiting the consummation of such transactions.

7.05 Deliveries at Closing

Seller shall have delivered or caused to be delivered to Buyer, in form and substance reasonably acceptable to Buyer, thosedeliverables set forth in Section 8.02.

ARTICLE VIIICLOSING; TERMINATION OF AGREEMENT

8.01 Closing

The consummation of the sale and purchase of the Purchased Stakes and other transactions contemplated by this Agreement(the “Closing”) shall take place (a) at a location to be mutually agreed between the Parties, as soon as reasonably practicable (but inany event, no later than the third Business Day) after the day on which the all of the conditions set forth in Article VI and Article VIIare satisfied or validly waived in writing by the Party giving the waiver (other than those conditions that by their nature cannot besatisfied until the Closing Date, but subject to the satisfaction or valid waiver of such conditions) or (b) at such other place and time oron such other date as the Parties may agree in writing (the actual date of the Closing, the “Closing Date”).

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8.02 Actions of Seller Prior to and at Closing

At the Closing, unless otherwise waived in writing by Buyer, in addition to any other action to be taken and to any otherinstrument to be executed or delivered pursuant to this Agreement, Seller shall:

(a) duly transfer through a Notarial Deed full title on the Purchased Stakes, free and clear from any Encumbrances;

(b) cause the Company to record in its Stakeholders’ ledger the transfer of the Purchased Stakes in favor of Buyer;

(c) execute and deliver to Buyer such other instruments as may be necessary, under applicable laws, to vest in Buyergood and marketable title in the Purchased Stakes;

(d) deliver to Buyer the Stakeholders’ Agreement, properly executed by Seller and dated as of the Closing Date;

(e) deliver copies of the Trademark License Agreement, the new or amended Bylaws of each of the JV Companiesand the Sales Agency Agreement, each properly executed by Seller and the Company and dated as of the Closing Date;

(f) deliver to Buyer a certificate of an officer of each of Seller, and DPH regarding the authority and incumbency ofthose officers of Seller or DPH, as applicable, executing this Agreement and any other agreements or instruments delivered atClosing;

(g) deliver to Buyer copies of resolutions or equivalent instruments duly adopted by each of Seller and DPHauthorizing and approving the execution and delivery of this Agreement and the consummation of the Transaction, certifiedas true and in full force and effect as of the Closing Date by an officer of Seller or DPH, as applicable;

(h) deliver to Buyer a certificate executed by Seller dated as of the Closing Date certifying that the conditions inSection 7.01 have been fulfilled;

(i) deliver to Buyer copies of the documents effecting the purchase of the Government Stake, in form and substancereasonably acceptable to Buyer;

(j) deliver to Buyer copies of the documents effecting the disposition of the Excluded Assets, in form and substancereasonably acceptable to Buyer;

(k) deliver to Buyer copies of the documents effecting the Pre-Closing Reorganization, in form and substancereasonably acceptable to Buyer;

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(l) deliver to Buyer copies of the documents effecting the Stakeholder’s Loan (if applicable), in form and substancereasonably acceptable to Buyer; and

(m) deliver such other instruments, agreements, certificates and documents as Buyer reasonably deems necessary toeffect the Transaction.

8.03 Action of Buyer at Closing

At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver or cause to be delivered to Seller:

(a) an amount equal to the Initial Payment;

(b) the Stakeholders’ Agreement, properly executed by Buyer and dated as of the Closing Date;

(c) a certificate of an officer of each of Nucor and Buyer regarding the authority and incumbency of those officers ofNucor or Buyer, as applicable, executing this Agreement and any other agreements or instruments delivered at Closing;

(d) copies of resolutions or equivalent instruments duly adopted by each of Buyer and Nucor authorizing andapproving the execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in fullforce and effect as of the Closing Date by an officer of Buyer or Nucor, as applicable;

(e) a certificate of a duly authorized officer of Buyer certifying that the conditions in Section 6.01 have beenfulfilled; and

(f) such other instruments, agreements, certificates and documents as Seller reasonably deems necessary to effect theTransaction.

All actions and transactions constituting the Closing (including all the deeds and documents to be executed on Closingpursuant to this Agreement) shall be regarded for the purpose of the Closing as a single transaction and shall constitute a condition tothe effectiveness of the Closing so that, at the option of the Party having an interest in carrying out the relevant action, no action ortransaction shall be deemed to have taken place, unless and until all the other actions and transactions constituting the Closing shallhave taken place as provided in this Agreement.

8.04 Termination Prior to Closing

(a) Notwithstanding anything herein to the contrary, this Agreement may be terminated, and the Transactionabandoned, upon notice by the terminating Party to the other Party as follows:

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(i) at any time before the Closing, by mutual written consent of Buyer and Seller;

(ii) at any time before the Closing, by written notice given by Buyer to Seller, on the one hand, or by Sellerto Buyer, on the other hand, in the event of a breach of the non-terminating Party’s representations, warranties orcovenants set forth in this Agreement which would cause the conditions set forth in Section 6.01, in the case oftermination by Seller, or Section 7.01, in the case of termination by Buyer, not to be satisfied, and such breach hasnot been cured or is incapable of being cured within thirty (30) days of notice of such breach; provided however,neither Buyer nor Seller shall be permitted to terminate the Agreement pursuant to this Section 8.04(a)(ii) if suchParty is itself in material breach at such time;

(iii) by written notice given by Seller or Buyer to the other Party if the Closing shall not have taken placeon or before the Closing Date Deadline; provided,however , that the right to terminate this Agreement under thisSection 8.04(a)(iii) shall not be available to any Party whose failure to fulfill any obligation under this Agreementshall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;provided,further , if on the Closing Date Deadline all conditions to the Closing either have been fulfilled (or are thencapable of being fulfilled) or waived except the conditions set forth in Sections 6.02(a) and 7.02(a) orSection 7.01(e), then, upon written notice from either Buyer or Seller to the other Party, the Closing Date Deadlineshall be automatically extended until the earlier of (A) ninety (90) days following the initial Closing Date Deadlineor (B) five (5) Business Days following satisfaction of the conditions set forth in Sections 6.02(a) and 7.02(a), orSection 7.01(e), as applicable, and such date shall become the Closing Date Deadline for purposes of thisAgreement; or

(iv) by written notice given by Seller or Buyer to the other Party if the Closing shall not have taken placeon or before the Closing Date Deadline in the event that there shall be in effect at such time any final andnonappealable law or other legal restraint or prohibition preventing or making illegal the consummation of theTransaction;provided ,however , that the right to terminate this Agreement pursuant to this Section 8.04(a)(iv) shallnot be available to any Party whose breach of any provision of this Agreement is the principal cause of, or resultedin, the application or imposition of such law or other legal restraint or prohibition.

(b) If this Agreement is validly terminated pursuant to Section 8.04(a)(i) or (iv), this Agreement will be null andvoid, and there will be no liability or obligation on the part of any Party (or any of their respective Equity holders, officers,directors, trustees, employees, agents, consultants or other representatives). If this Agreement is validly terminated pursuantto Section 8.04(a)(ii) or (iii), each Party shall have at its disposal all rights and remedies available to it at law or in equity.

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ARTICLE IXINDEMNITY

9.01 Survival; Right to Indemnification

(a) Seller’s representations and warranties regarding environmental matters in Section 3.11 and Seller’s indemnityobligations under Section 9.02(d) (excluding, however, any indemnity obligations with respect to the Known EnvironmentalIssues, which shall survive until 90 days following the expiration of the applicable statute of limitations) shall survive theClosing and continue in full force and effect until the three (3) year anniversary of the Closing Date.

(b) Seller’s representations and warranties regarding Taxes in Section 3.18 shall survive the Closing and continue infull force and effect until ninety (90) days following the expiration of the applicable statute of limitations related to such Taxmatter or Tax liability, as the case may be.

(c) Seller’s Fundamental Representations and Warranties shall survive the Closing and continue in full force andeffect until the expiration of the applicable statute of limitations.

(d) Buyer’s representations and warranties in Article IV shall survive the Closing and continue in full force andeffect until the expiration of the applicable statute of limitations.

(e) Except for the matters described in Sections 9.01(a), (b), (c) and (d) above, all representations and warrantiesherein or in the certificate delivered pursuant to Section 8.02(h) shall survive the Closing and continue in full force and effectuntil twenty four (24) months following the Closing Date.

9.02 Indemnification and Payment of Damages by Seller

Seller agrees to indemnify and hold harmless Buyer, Buyer’s Affiliates, each of their respective officers, directors,employees, agents, successors and permitted assigns, and the JV Companies (collectively, “Buyer Indemnified Persons”) from, andwill pay to Buyer Indemnified Persons the amount of, any loss, liability, Claim, damage, expense, fine or penalty (includingreasonable attorneys’ fees, whether or not involving a third-party Claim) (collectively, “ Damages”) actually incurred by any suchBuyer Indemnified Persons, arising from:

(a) the breach of any representation or warranty of Seller set forth in Article III or in the certificate deliveredpursuant to Section 8.02(h);

(b) any breach by Seller of any covenant or obligation of Seller set forth herein or in the certificate deliveredpursuant to Section 8.02(h);

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(c) Taxes imposed on or assessed against the JV Companies for any Pre-Closing Tax Periods (but excluding anyTaxes arising solely out of the Pre-Closing Reorganization) to the extent such Taxes were not specifically accounted for inthe calculation of Net Working Capital or Long-Term Liabilities;

(d) any known or unknown Environmental Claims (including, without limitation, Environmental Claims arising outof the Known Environmental Issues) of or against any JV Company arising out of the ownership of the Purchased Stakes, theAssets or the operation of the Business prior to the Closing Date (excluding, however, any Environmental Claims (i) to theextent arising as a result of a change in Environmental Laws after the Closing Date or (ii) any acts or omissions of the JVCompanies occurring after the Closing Date); or

(e) any environmental remediation of any Known Environmental Issue undertaken by any JV Company after theClosing Date, provided that Seller’s indemnity obligation under this Section 9.02(e) shall not apply to (i) any remediationundertaken in connection with an Environmental Claim (which shall be governed by Section 9.02(d)), (ii) any remediationundertaken other than to the extent necessary to comply with applicable Environmental Laws, or (iii) any remediation to theextent required due to a change in the operations of the Business or the use of the Assets after the Closing Date other than achange in the operations of the Business or the use of the Assets required as a result of applicable Environmental Laws orGovernmental Authorities.

9.03 Limitations on Seller’s Obligations

(a) Seller shall not be obligated to indemnify any Buyer Indemnified Persons under Sections 9.02(a) or 9.02(d)above until all Damages of Buyer Indemnified Persons, individually or in the aggregate, exceed the Basket Amount, at whichpoint Seller will be obligated to indemnify such Buyer Indemnified Persons for Damages in excess thereof for an amount upto but not to exceed the Cap, provided that the foregoing shall not apply to (i) any breach of Seller’s FundamentalRepresentations and Warranties, (ii) any breach of Section 3.05(b) or (iii) any Known Environmental Issues.

(b) No Damages may be claimed for any breach of Section 3.05(b) by any Buyer Indemnified Persons, and Sellershall not be obligated to indemnify Buyer Indemnified Persons for any such Damages, unless such Damages exceed€200,000 resulting from any single Claim or aggregated Claims arising out of the same facts, events or circumstances, atwhich point Seller will be obligated to indemnify such Buyer Indemnified Persons for Damages in excess thereof in respectof each such Claim or aggregated Claims arising out of the same facts, events or circumstances for an amount up to but not toexceed the Cap, provided that if a particular Claim would constitute a breach of the representation set forth in Section 3.05(b)and a breach of any other representation or representations set forth in Article III or in the certificate delivered pursuant toSection 8.02(h) relating to Section 7.01(a), the Buyer Indemnified Persons may only bring a Claim for the breach of suchother applicable representation or representations set forth in Article III or in the certificate delivered pursuant toSection 8.02(h) relating to Section 7.01(a), and shall have no right to bring a Claim for a breach of Section 3.05(b) withrespect to the same set of facts, events or circumstances.

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(c) Seller’s maximum aggregate liability to indemnify Buyer Indemnified Persons for all Claims under thisArticle IX shall not exceed the Cap; provided,however , the Cap shall not apply to any Claims related to (i) Taxes or to (ii) abreach of Seller’s Fundamental Representations and Warranties. Notwithstanding the foregoing, in no event shall theaggregate liability of Seller hereunder, including with respect to any breaches of Seller’s Fundamental Representations andWarranties, exceed the Purchase Price.

9.04 Indemnification and Payment of Damages by Buyer

Buyer will indemnify and hold harmless Seller and Seller’s Affiliates, and each of their respective officers, directors,employees, agents, successors and permitted assigns (collectively, “Seller Indemnified Persons”), from and will pay to SellerIndemnified Persons the amount of any Damages actually incurred by such Seller Indemnified Persons arising from:

(a) the breach of any representation or warranty of Buyer set forth herein or in the certificate delivered pursuant toSection 8.03(e); or

(b) any breach by Buyer of any covenant or obligation of Buyer set forth herein or in the certificate deliveredpursuant to Section 8.03(e).

9.05 Limitations on Buyer’s Obligations

Buyer’s maximum aggregate liability to indemnify Seller Indemnified Persons for all Claims under this Article IX shall notexceed the Cap, provided that the limitations under this Section 9.05 shall not apply to a breach of Buyer’s obligation to pay thePurchase Price in accordance with the terms hereof or to a breach of Buyer’s representations and warranties in Sections 4.01, 4.02 and4.04. Notwithstanding the foregoing, in no event shall the aggregate liability of Buyer hereunder, including with respect to anybreaches of Buyer’s representations and warranties in Sections 4.01, 4.02 and 4.04, exceed the Purchase Price.

9.06 Procedure for Indemnification – Third-Party Claims

(a) Within five (5) Business Days following receipt by any Buyer Indemnified Person or Seller Indemnified Person,as the case may be (respectively, the “Indemnified Person”), of notice of any Claim or the commencement of any Proceedingagainst it which may give rise to a right of indemnification under this Agreement, the Indemnified Person will give notice tothe other Party (the “Indemnifying Person”) of such Claim or the commencement of such Proceeding, but the failure to notifythe Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any IndemnifiedPersons, except to the extent that the Indemnifying Person demonstrates that the defense of such action is materiallyprejudiced by the Indemnified Persons’ failure to give such notice.

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(b) If any Proceeding referred to in Section 9.06(a) is brought against any Indemnified Person, the IndemnifyingPerson will be entitled to participate in such Proceeding and to assume the defense of such Proceeding with counselreasonably satisfactory to the Indemnified Person and, after notice from the Indemnifying Person to the Indemnified Personof its election to assume the defense of such Proceeding, the Indemnifying Person will not, as long as it diligently conductssuch defense, be liable to the Indemnified Persons under this Article IX for any fees of other counsel or any other expenseswith respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Person in connectionwith the defense of such Proceeding. If the Indemnifying Party elects to assume the defense against such a Proceeding, theIndemnified Party may participate in such defense at its own expense. If the Indemnifying Person assumes the defense of aProceeding, no compromise or settlement of any claims made in that Proceeding may be effected by the Indemnifying Personwithout the Indemnified Person’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is noadmission by the Indemnified Persons of any violation of applicable Legal Requirements or any violation of the rights of anyPerson or any finding of the same, and there is no effect on any other claims that may be made against the IndemnifiedPerson, or (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person. If theIndemnifying Person fails to defend against a Proceeding, the Indemnified Person may assume control of the defense (whichsuch failure shall not however relieve the Indemnifying Person of its obligations hereunder), and if the Indemnified Personshall undertake at any time to compromise such Proceeding, it shall promptly notify the Indemnifying Person of its intentionto do so and shall obtain the Indemnifying Person’s prior written consent to any final compromise or settlement, whichconsent shall not be unreasonably withheld or delayed. The Parties shall provide reasonable cooperation to each other in thedefense of any such Claim.

(c) Notwithstanding the foregoing, if any Indemnified Person determines in good faith, in consultation with outsidecounsel, that there is a reasonable probability that a Proceeding may adversely affect it other than as a result of monetarydamages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice tothe Indemnifying Person, assume, at its own expense, the exclusive right to defend, compromise, or settle such Proceeding,but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise orsettlement effected without its consent (which may not be unreasonably withheld).

9.07 Procedure for Indemnification – Other Claims

(a) A claim for indemnification for any matter not involving a third-party Claim (a “Direct Claim”) may be assertedwithin 30 days after such claim arises by written notice to the Indemnifying Person stating the amount of Damages, if known,and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which suchright of indemnification is claimed or arises, provided that the failure to notify the Indemnifying Person will not relieve theIndemnifying Person of any liability that it may have to any Indemnified Persons, except to the extent that the IndemnifyingPerson is materially prejudiced thereby.

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(b) No Indemnified Persons shall undertake or cause to be undertaken or allow any removal, remedial or responseaction with respect to which any Indemnified Persons may be entitled to indemnification without providing reasonable priorwritten notice to the Indemnifying Person.

9.08 Survival

The Indemnifying Person’s obligation to indemnify the Indemnified Persons shall terminate at the conclusion of the timeperiods set forth in this Article IX, except with respect to Damages that are, prior to the conclusion of the applicable time period, thesubject of a Proceeding (notice of which Proceeding has been delivered to the Indemnifying Person by the Indemnified Persons priorto the conclusion of the applicable time period) and are incurred after the conclusion of the applicable time period as a direct result ofan Order entered therein or a settlement thereof.

9.09 Remedies; Effect of Indemnification Payments

(a) Subject to Articles X and XI and except in the event of fraud, Buyer and Seller acknowledge and agree that (i)following the Closing, the indemnification provisions of Section 9.02 and Section 9.04 shall be the sole and exclusiveremedies of Buyer and Seller for any breach by the other party of the representations and warranties in this Agreement or anycertificate or other document delivered in connection herewith (other than the Ancillary Agreements which shall be governedin accordance with the terms set forth therein) and for any failure by the other party to perform and comply with anycovenants and agreements in this Agreement or any certificate or other document delivered in connection herewith (otherthan the Ancillary Agreements which shall be governed in accordance with the terms set forth therein), except that if any ofthe provisions of this Agreement are not performed in accordance with their terms or are otherwise breached, the parties shallbe entitled to specific performance of the terms thereof in addition to any other remedy at law or equity, and (ii) anythingherein to the contrary notwithstanding, absent fraud, no breach of any representation, warranty, covenant or agreementcontained herein shall give rise to any right on the part of Buyer or Seller, after the consummation of the purchase and sale ofthe Purchased Stakes contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplatedhereby. Each Party shall take all reasonable steps to mitigate its Damages upon and after becoming aware of any event whichcould reasonably be expected to give rise to any Damages.

(b) Other than with respect to Damages owed to a third party for which indemnification may be owed by a Partypursuant to Section 9.02 or 9.04, as applicable, no Party hereto shall have any liability under any provision of this Agreementor any certificate or other document delivered in connection herewith or any Ancillary Agreement for any punitive,incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of businessreputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement.

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(c) All amounts paid pursuant to this Agreement by one Party to another Party (other than interest payments) shallbe treated by such Parties as an adjustment to the Purchase Price.

(d) Neither Buyer nor Seller, as applicable, shall be entitled to recover Damages from the other under this Article IXto the degree that the affected Buyer Indemnified Person or Seller Indemnified Person, as applicable, has already been madewhole and such indemnifiable Damages would constitute double recovery of amounts already paid (directly or indirectly) toBuyer or Seller, as applicable, pursuant to this Article IX or by third parties to the extent that such amounts recoveredpursuant this Article IX or from such third parties are attributable to Claims for which Buyer or Seller, as applicable, isseeking indemnification.

(e) In the event of any required payment by Seller of any Damages pursuant to this Article IX where any JVCompany is the Buyer Indemnified Person Seller shall pay Buyer 50% of such Damages which shall constitute fullsatisfaction of Seller’s indemnity obligations with respect to such Damages; provided, however prior to any such payment toBuyer, Buyer and Seller shall discuss in good faith for a period of ten (10) days whether or not 100% of such paymentsshould be made directly to such JV Company if such direct payment would achieve greater tax efficiencies for Buyer, Sellerand the JV Company at issue, and if agreed by Buyer and Seller, instead of payment of 50% of such Damages to Buyer,Seller shall pay the full amount of such Damages to the applicable JV Company.

ARTICLE XSELLER’S PARENT GUARANTY

10.01 Guaranty of Performance

DPH hereby unconditionally and irrevocably guarantees to Buyer the timely performance of all obligations of Seller underthis Agreement (for purposes of this Article X, “Seller’s Obligations”). Buyer acknowledges and agrees that Seller’s Obligations aresubject to and shall be determined in accordance with the express terms and conditions of this Agreement.

10.02 Primary Liability of DPH

DPH agrees that this guaranty may be enforced by Buyer without the necessity at any time of resorting to or exhausting anyother remedy or without the necessity at any time of having recourse to this Agreement. DPH hereby waives the right to require Buyerto proceed against Seller, the Company or any other Person or to require Buyer to pursue any other remedy or enforce any other right.Until such time as all amounts owing hereunder have been paid in full, DPH shall have no rights or claims for subrogation, indemnity,reimbursement or contribution for any amounts paid under this guaranty. DPH agrees that nothing contained herein shall preventBuyer from exercising any and all rights or remedies under this Agreement or any other document or instrument executed inconnection with this Agreement if neither Seller nor DPH timely performs Seller’s Obligations, and the exercise of any of theaforesaid rights and the completion of any proceedings related thereto shall not constitute a discharge of any of DPH’s obligationshereunder, it being the express purpose and intent of DPH that DPH’s obligations hereunder shall be absolute, independent andunconditional under any and all circumstances. Neither DPH’s obligations under this guaranty nor any remedy for the enforcementthereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release orlimitation of the liability of Seller or by reason of Bankruptcy.

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10.03 Continuation of Guaranty

This guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment or performance, orany part thereof, of any of Seller’s Obligations is rescinded or must otherwise be restored or returned by Buyer upon Bankruptcy,dissolution, liquidation or reorganization of Seller, or upon or as a result of the appointment of any receiver, intervener or conservatorof, or trustee or similar officer for, Seller or any substantial part of its property, or otherwise, as if such payments or performances hadnot been made.

10.04 Attorneys’ Fees and Costs of Collection

If at any time or times hereafter Buyer employs counsel to pursue collection, to intervene, to sue for enforcement of the termshereof, or to file a petition, complaint, answer, motion or other pleading in any suit or proceeding related to this guaranty, then eachsuch event where Buyer prevails, all of the reasonable attorneys’ fees related thereto shall be an additional liability of DPH to Buyer,payable on demand.

ARTICLE XIBUYER’S PARENT GUARANTY

11.01 Guaranty of Performance

Nucor hereby unconditionally and irrevocably guarantees to Seller the timely performance of all obligations of Buyer underthis Agreement (for purposes of this Article XI, “Buyer’s Obligations”). Seller acknowledges and agrees that Buyer’s Obligations aresubject to and shall be determined in accordance with the express terms and conditions of this Agreement.

11.02 Primary Liability of Nucor

Nucor agrees that this guaranty may be enforced by Seller without the necessity at any time of resorting to or exhausting anyother remedy or without the necessity at any time of having recourse to this Agreement. Nucor hereby waives the right to requireSeller to proceed against Buyer or any other Person or to require Seller to pursue any other remedy or enforce any other right. Untilsuch time as all amounts owing hereunder have been paid in full, Nucor shall have no rights or claims for subrogation, indemnity,reimbursement or contribution for any amounts paid under this guaranty. Nucor agrees that nothing contained herein shall preventSeller from exercising any and all rights or remedies under this Agreement or any other document or instrument executed inconnection with this Agreement if neither Buyer nor Nucor timely performs Buyer’s Obligations, and the exercise of any of theaforesaid rights and the completion of any proceedings related thereto shall not constitute a discharge of any of Nucor’s obligationshereunder, it being the express purpose and intent of Nucor that Nucor’s obligations hereunder shall be absolute, independent andunconditional under any and all circumstances. Neither Nucor’s obligations under this guaranty nor any remedy for the enforcementthereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release orlimitation of the liability of Buyer or by reason of Bankruptcy.

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11.03 Continuation of Guaranty

This guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment or performance, orany part thereof, of any of Buyer’s Obligations is rescinded or must otherwise be restored or returned by Seller upon insolvency,bankruptcy, dissolution, liquidation or reorganization of Buyer, or upon or as a result of the appointment of any receiver, intervener orconservator of, or trustee or similar officer for, Buyer or any substantial part of its property, or otherwise, as if such payments orperformances had not been made.

11.04 Attorneys’ Fees and Costs of Collection

If at any time or times hereafter Seller employs counsel to pursue collection, to intervene, to sue for enforcement of the termshereof, or to file a petition, complaint, answer, motion or other pleading in any suit or proceeding related to this guaranty, then eachsuch event where Seller prevails, all of the reasonable attorneys’ fees related thereto shall be an additional liability of Nucor to Seller,payable on demand.

ARTICLE XIIGENERAL

12.01 Choice of Law; Submission to Jurisdiction; Dispute Resolution

(a) Arbitration. Except in connection with any dispute, Claim or controversy arising out of or related to Section 2.03,Section 9.06 or as otherwise explicitly provided herein, any dispute, Claim or controversy arising out of or relating to thisAgreement or the interpretation or breach hereof shall be resolved by binding arbitration under the commercial arbitrationrules of the ICC International Court of Arbitration (the “ICC Rules”) to the extent such ICC Rules are not inconsistent withthis Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or suchcourt may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitrationshall be made by any Party hereto within a reasonable time after the Claim, dispute or other matter in question has arisen, andin any event shall not be made after the date when institution of legal proceedings, based on such Claim, dispute or othermatter in question, would be barred by the applicable statute of limitations; provided, however, prior to a demand forarbitration being made, the Parties shall first agree to meet and attempt to resolve the Claim, dispute or other matter inquestion for a period of thirty (30) days; provided further, in the event the Parties are unable to resolve the Claim, dispute, orother matter in question following such thirty (30) day period, the respective chief executive officers of Nucor and DPH shallattempt to resolve the issue through a direct discussion for a period of ten (10) Business Days. Should the Claim, issue orother matter in question remain unresolved at such time, either Party may make a demand for arbitration. The arbitrationpanel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and one of whom shall be appointed bySeller within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose thethird arbitrator within thirty (30) days after the appointment; provided, however, that if the two arbitrators are unable to agreeon the appointment of the third arbitrator within thirty (30) days after their appointment, either arbitrator may petition theICC International Court of Arbitration to make the appointment. The place of arbitration shall be London, England and thelanguage of arbitration shall be English. The arbitrators shall be instructed to render their decision within sixty (60) days aftertheir selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses ofthe respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successfulassertion of any defenses).

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(b) Governing Law; Equitable Relief. This Agreement, including any arbitration proceedings conducted pursuant toSection 12.01(a), shall be governed and construed in accordance with the laws of the State of Delaware, USA, withoutreference to its conflicts of laws provisions. Nothing contained in this Section 12.01 shall prevent any Party from seeking anyequitable relief, including specific performance or injunctive relief for breach of Section 5.01, to which it would otherwise beentitled from a court of competent jurisdiction.

12.02 Schedules

Any statement, notation or other disclosure in any Schedule relates only to the particular section or subsection of theAgreement under which such statement, notation or disclosure is listed and does not apply to any other section or subsection of thisAgreement, except to the extent such relationship is readily apparent on the face of the disclosure contained in such Schedule or it iscross referenced with specificity. Such information and the monetary thresholds set forth herein or therein shall not be used as a basisfor interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement, except as otherwiseexpressly set forth in the applicable Schedule. Notwithstanding anything to the contrary set forth herein, no Schedule shall beamended, revised or otherwise modified after the Effective Date without the express written consent of Buyer.

12.03 No Third-Party Beneficiary

The terms and provisions of this Agreement (including provisions regarding employee and employee benefit matters) areintended solely for the benefit of the Parties and their respective successors and permitted assigns, and are not intended to conferthird-party beneficiary rights upon any other Person.

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12.04 Waiver of Breach, Right or Remedy

The waiver by any Party of any breach or violation by another Party of any provision of this Agreement or of any right orremedy of the waiving Party in this Agreement (a) shall not waive or be construed to waive any subsequent breach or violation of thesame provision, unless expressly contemplated in such waiver, (b) shall not waive or be construed to waive a breach or violation ofany other provision, and (c) shall be in writing and may not be presumed or inferred from any Party’s conduct. In addition to any otherrights and remedies any Party may have at law or in equity for breach of this Agreement, each Party shall be entitled to seek aninjunction or specific performance to enforce the provisions of this Agreement.

12.05 Notices

In the event notice is required to be given to a Party pursuant to any provision of this Agreement, such notice shall beproperly given and in full compliance with this Agreement if such notice is in writing and is delivered: (a) by an internationallyrecognized overnight courier, postage prepaid; (b) by personal delivery to the Party; or (c) by fax or email transmission if promptlyconfirmed by first-class mail, postage prepaid as follows:

If to Buyer or Nucor:

Nucor Corporation1915 Rexford RoadCharlotte, NC 28211Attn: Joseph A. RutkowskiFax: (704) 365-3279Email: [email protected]

with a copy (which shall not constitute notice) to:

Moore & Van Allen PLLC100 North Tryon Street, Suite 4700Charlotte, NC 28202Attn: Ernest S. DeLaney III/Scott D. SyfertFax: (704) 339-5819/(704) 339-5938Email: [email protected]/[email protected]

If to Seller or DPH:

Duferco Italia Holding S.p.A.c/o Duferco S.A.

Via Bagutti 96900 LuganoSwitzerlandAttn: Benedict J. Sciortino/Robert P. SteinFax: +41 91 822 5934Email: [email protected]

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with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLPMetLife Building200 Park AvenueNew York, NY 10166Attn: Lorenzo BorgogniFax: (212) 805-5595Email: [email protected]

or at such other address as the parties may have furnished to the other in writing in accordance with this Section 12.05. Such noticeshall be deemed delivered upon receipt if delivered personally or sent via fax or email transmission, or on the next Business Day ifsent by internationally recognized overnight courier.

12.06 Severability

If any provision of this Agreement is held or determined to be illegal, invalid or unenforceable under any present or futurelaw by a court of competent jurisdiction: (a) such provision will be fully severable; (b) this Agreement will be construed and enforcedas if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of thisAgreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by itsseverance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, Seller and Buyer agree to negotiate in goodfaith a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

12.07 Entire Agreement; Counterparts; Amendment

This Agreement and the Confidentiality Agreement supersede all prior or contemporaneous contracts, agreements andunderstandings and constitute the entire agreement of whatsoever kind or nature existing between or among the Parties regarding thesubject matter of this Agreement and no Party shall be entitled to benefits other than those specified herein and therein. ThisAgreement may be executed in two (2) or more counterparts (and with fax signatures), each and all of which shall be deemed anoriginal and all of which together shall constitute but one and the same instrument. This Agreement may not be amended except in awritten instrument executed by the Parties.

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12.08 Assignment

No Party may assign this Agreement, whether by operation of law or otherwise, without the prior written consent of the otherParties;provided, however, Buyer shall have the right to assign its rights and obligations hereunder at any time to any wholly-owned,direct or indirect subsidiary of Nucor, provided that Buyer notify Seller of such assignment in writing and that such wholly-ownedsubsidiary fully assume all of Buyer’s rights and obligations hereunder as if it were a party hereto and, provided further, that any suchassignment shall not affect Buyer’s Obligations.

12.09 Publicity

The Parties shall cooperate in issuing any press releases and making any public statements, to employees of Seller, orotherwise with respect to the Transaction; provided however, the Parties may make statements consistent with and substantiallysimilar to the statements made in the press release dated January 10, 2008. The Parties agree that any press releases announcing theexecution and delivery of this Agreement and/or the Closing shall be mutually agreeable to both Parties.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in multiple originals by their dulyauthorized officers as of the Effective Date.

BUYER: NUCOR EUROPEAN HOLDINGS BV, a Netherlands corporation By: /s/ Joseph A. Rutkowski Name: Joseph A. Rutkowski Title: Director Date: 12th May 2008 Place: Charlotte, NC By: /s/ Y.M. Theuns & F.A. Ishaak Name: Fortis Intertrust (Netherlands) B.V. Title: Director Date: 8th May 2008 Place: Amsterdam NUCOR: NUCOR CORPORATION, a Delaware corporation By: /s/ Joseph A. Rutkowski Name: Joseph A. Rutkowski Title: Executive Vice President Date: 12th May 2008 Place: Charlotte, NC

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[SIGNATURE PAGE CONTINUED]

SELLER: DUFERCO ITALIA HOLDING S.P.A., an Italian Società per azioni By: /s/ Antonio Gozzi Name: Antonio Gozzi Title: Director Date: 12th May 2008 Place: San Zeno DPH: DUFERCO PARTICIPATIONS HOLDING LTD., a Guernsey company By: /s/ Bruno Bolfo Name: Bruno Bolfo Title: Director Date: 12th May 2008 Place: Lugano By: /s/ Benedict J. Sciortino Name: Benedict J. Sciortino Title: Director Date: 12th May 2008 Place: Lugano

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List of Schedules & Exhibits

Exhibits

Exhibit A Form of Stakeholders’ AgreementExhibit B Excluded AssetsExhibit C Form of Trademark License Agreement

Schedules

Schedule 3.01(b) Ownership of the CompanySchedule 3.03(a) Required ConsentsSchedule 3.06 Recent Activities (Exception)Schedule 3.07 Title to and Adequacy of Assets; PerformanceSchedule 3.10(a) Owned Real PropertiesSchedule 3.10(b) Real Property LeasesSchedule 3.11(a) Environmental MattersSchedule 3.11(b) Environmental ReportsSchedule 3.11(c) Environmental ClaimsSchedule 3.12(b) Intellectual PropertySchedule 3.12(c) Third party rights on Intellectual PropertySchedule 3.14 List of Material ContractsSchedule 3.15 Status of Material ContractsSchedule 3.16(a) Employee Contracts and AgreementsSchedule 3.16(b) Employee Benefit PlansSchedule 3.16(c) Employee Benefit Plan LitigationSchedule 3.16(e) Medical, Surgical or Hospitalization BenefitsSchedule 3.16(f) Change-of-Control PaymentsSchedule 3.16(g) Health and Safety ExceptionsSchedule 3.17 Litigation and ProceedingsSchedule 3.18(i) Tax Haven LocationsSchedule 3.18(j) Jurisdictions for Filing Tax ReturnsSchedule 3.22 Related-Party TransactionsSchedule 3.24 InsuranceSchedule 5.02 Pre-Closing Conduct of Business

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Exhibit 10

NUCOR CORPORATION

SENIOR OFFICERS ANNUAL INCENTIVE PLAN

As Amended and Restated Effective January 1, 2008


Table of Contents

ARTICLE I Introduction 1 ARTICLE II Definitions 1 ARTICLE III Administration 3 ARTICLE IV Performance Awards 3

4.1 Performance Awards 34.2 Performance Award Payments 44.3 Deferrals of Performance Awards 4

ARTICLE V Miscellaneous 6

5.1 Amendment or Termination 65.2 Assignability 65.3 Source of Benefits 65.4 No Promise of Continued Employment 75.5 Applicable Law 75.6 Stockholder Approval 7


ARTICLE IIntroduction

Nucor Corporation hereby amends and restates in its entirety the Nucor Corporation Senior Officers Annual Incentive Plan toread as set forth herein. The purpose of the Plan is to provide annual incentive compensation to senior officers based on theperformance of Nucor Corporation consistent with the “performance based compensation” requirements of Section 162(m) of theCode.

ARTICLE IIDefinitions

For purposes of the Plan, the following terms shall have the following meanings:

“Adjusted Net Earnings” for a Performance Period means the consolidated net earnings reported by the Company for thePerformance Period in accordance with generally accepted accounting principles, before reported extraordinary items, but aftercharges or credits for taxes measured by income and Performance Awards under this Plan and performance awards under the NucorCorporation Senior Officers Long-Term Incentive Plan.

“Average Stockholders’ Equity” for a Performance Period means the average of the Stockholders’ Equity of the Companyas of the last day of the immediately preceding Performance Period and the last day of each month in the Performance Period.

“Beneficiary” means the person or persons designated by an Eligible Employee who are to receive any amounts payableunder the Plan following the death of the Eligible Employee.

“Board of Directors” or“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means Nucor Corporation, a Delaware corporation.

“Compensation” for a Performance Period means the annual base salary rate payable to an Eligible Employee as of thebeginning of the Performance Period, before reduction pursuant to any plan or agreement between the Eligible Employee and theCompany or any Subsidiary whereby compensation is deferred, including, without limitation, a plan whereby compensation isdeferred in accordance with Code Section 401(k) or reduced in accordance with Code Section 125. Compensation shall not includeany other form of compensation, whether taxable or non-taxable, including, but not limited to, annual or long-term incentivecompensation, commissions, gains from the exercise or vesting of stock options, restricted stock or other equity-based awards or anyother forms of additional compensation.

Notwithstanding the foregoing, in the event an Eligible Employee commences participation in the Plan effective as of anyday other than January 1 or if the employment of an Eligible Employee is terminated during a Performance Period, then in either ofsuch events, the Eligible Employee’s Compensation for the Performance Period shall be adjusted by multiplying such Compensationby a fraction, the numerator of which is the number of days during the Performance Period that the Eligible Employee was employedby the Company and participating in the Plan, and the denominator of which is the total number of days in the Performance Period.

“Committee” means all members of the Compensation and Executive Development Committee of the Board of Directorswho are “outside directors” of the Company within the meaning of Section 162(m)(4)(C)(i) of the Code.

“Deferral Account” means the individual bookkeeping account maintained by the Company for an Eligible Employee torecord the Eligible Employee’s Deferral Amounts and Deferral Incentive credits.

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“Deferral Agreement” means the agreement or agreements entered into by an Eligible Employee which specify the EligibleEmployee’s Deferral Amount.

“Deferral Amount” means the amount of a Performance Award that an Eligible Employee elects to defer under the DeferralAgreement.

“Deferral Incentive” means the incentive amount the Company will credit to an Eligible Employee’s Deferral Accountpursuant to Section 4.3(b) based on the Eligible Employee’s Deferral Amount.

“Eligible Employee” means an Employee who is designated as the Chairman or a Vice Chairman of the Board or the ChiefExecutive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, an Executive Vice President or a VicePresident of the Company and any other Employee who is a senior officer of the Company or a Subsidiary and designated by theCommittee as an Eligible Employee.

“Employee” means any person, including a member of the Board, employed by the Company or a Subsidiary on a regular,full-time basis.

“Net Sales” means the consolidated net sales reported by the Company for a Performance Period in accordance withgenerally accepted accounting principles.

“Other Performance Criteria” means the relative or comparative achievement of one or more of the following criteria, or such othercriteria, as may be determined by the Committee: (a) return on equity; (b) revenue growth; (c) earnings before interest, taxes,depreciation and amortization; (d) earnings before interest, taxes and amortization; (e) operating income; (f) pre- or after-tax income;(g) cash flow; (h) cash flow per share; (i) net earnings; (j) earnings per share; (k) return on invested capital; (l) return on assets; (m)economic value added (or an equivalent metric); (n) stock price performance; (o) total stockholder return; (p) improvement in orattainment of expense levels; (q) improvement in or attainment of working capital levels; or (r) debt reduction. Any of the OtherPerformance Criteria set forth above may measure performance on a Company-wide basis or with respect to one or more businessunits, divisions or Subsidiaries, and either in absolute terms, relative to the performance of one or more similarly situated companies,relative to the performance of an index covering a peer group of companies, or other external measures of the selected performancecriteria.

“Peer Group” for a Performance Period means a group of not less than five (5) steel industry competitors designated by theCommittee not later than ninety (90) days after the beginning of the Performance Period.

“Performance Award” means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section4.1 for a Performance Period.

“Performance Period” means the fiscal year of the Company beginning on January 1 and ending on December 31.

“Plan” means the Nucor Corporation Senior Officers Annual Incentive Plan, as set forth herein and as amended from time totime.

“Return on Average Stockholders’ Equity” for a Performance Period means an amount, expressed as a percentage,determined by dividing (a) the Company’s Adjusted Net Earnings for the Performance Period by (b) the Company’s AverageStockholders’ Equity for the Performance Period.

“Revenue Growth” for a Performance Period means the percentage increase in the Company’s Net Sales for thePerformance Period over the immediately preceding Performance Period.

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“Stockholders’ Equity” means the sum of (a) issued capital stock, (b) additional paid-in capital and (c) earnings retained inthe business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’sconsolidated balance sheet.

“Subsidiary” means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more ofthe voting power of all classes of stock entitled to vote and any other business organization, regardless of form, in which the Companypossesses directly or indirectly 50% or more of the total combined equity interests in such organization.

ARTICLE IIIAdministration

The Plan shall be administered by the Committee. The Committee shall have all of the powers necessary to enable it toproperly carry out its duties under the Plan. Not in limitation of the foregoing, the Committee shall have the power to construe andinterpret the Plan and to determine all questions that shall arise thereunder. The Committee shall have such other and further specifiedduties, powers, authority and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred upon it.The Committee may appoint such agents, who need not be members of the Committee, as it may deem necessary for the effectiveperformance of its duties, and may delegate to such agents such powers and duties as the Committee may deem expedient orappropriate that are not inconsistent with the intent of the Plan. The decision of the Committee upon all matters within its scope ofauthority shall be final and conclusive on all persons.

ARTICLE IV

Performance Awards

4.1 Performance Awards

(a)Maximum Performance Awards.

The maximum Performance Award that may be made to an Eligible Employee for a Performance Period shall be threehundred percent (300%) of the Eligible Employee’s Compensation for the Performance Period. Seventy-five percent (75%) of themaximum Performance Award for a Performance Period ( i.e., 225% of the Eligible Employee’s Compensation for the PerformancePeriod) shall be available for award based on the Company’s Return on Average Stockholders’ Equity or Other Performance Criteriaselected by the Committee for the Performance Period in accordance with Section 4.1(b). Twenty-five percent (25%) of the maximumPerformance Award for a Performance Period ( i.e., 75% of the Eligible Employee’s Compensation for the Performance Period) shallbe available for award based on the Company’s relative Revenue Growth for the Performance Period in accordance with Section4.1(c).

(b)Performance Awards Based on Return on Average Stockholders’ Equity (or Other Performance Criteria Selected

by the Committee). The maximum Performance Award of two hundred twenty-five percent (225%) of each Eligible Employee’s Compensation for aPerformance Period shall be awarded under this Section 4.1(b) if the Company’s Return on Average Stockholders’ Equity for thePerformance Period equals or exceeds twenty percent (20%) (or, if the Committee has selected Other Performance Criteria for suchPerformance Period, the Company’s level of performance under such Other Performance Criteria equals or exceeds the level ofperformance designated by the Committee in writing during the first ninety (90) days of the Performance Period required for themaximum Performance Award). Not later than ninety (90) days after the beginning of each Performance Period, the Committee shalldesignate, in writing, a threshold Return on Average Stockholders’ Equity for the Performance Period of not less three percent (3%)and not more than seven percent (7%) (or such other threshold Return on Average Stockholders’ Equity or threshold level ofperformance under Other Performance Criteria selected by the Committee for such Performance Period) which must be achieved bythe Company before any Performance Award may be made under this Section 4.1(b) for the Performance Period. In the event thethreshold Return on Average Stockholders’ Equity (or threshold level of performance under Other Performance Criteria) is achievedby the Company for a Performance Period, a Performance Award of twenty percent (20%) (or other percentage selected by theCommittee during the first ninety (90) days of the Performance Period) of each Eligible Employee’s Compensation for thePerformance Period shall be awarded under this Section 4.1(b). In the event the Return on Average Stockholders’ Equity (or the


Company’s performance level under Other Performance Criteria designated by the Committee) for a Performance Period exceeds thethreshold performance level for the Performance Period but is less than twenty percent (20%) (or such other percentage or other levelof performance under Other Performance Criteria designated by the Committee for the award of the maximum Performance Award forthe Performance Period), the amount of the Performance Award, expressed as a percentage of each Eligible Employee’sCompensation for the Performance Period, under this Section 4.1(b) for the Performance Period shall be determined by linearinterpolation.

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(c)Performance Awards Based on Relative Revenue Growth.

Not later than ninety (90) days after the beginning of each Performance Period, the Committee shall designate, in writing, the

amounts of the Performance Awards that will be made to each Eligible Employee, expressed as a percentage of the EligibleEmployee’s Compensation for the Performance Period up to the maximum Performance Award of seventy-five percent (75%) of theEligible Employee’s Compensation that may be awarded under this Section 4.1(c), for levels of Revenue Growth for the PerformancePeriod when ranked against the revenue growth of the members of the Peer Group for the Performance Period, provided,however , theCommittee’s designation of the amount of the Performance Award for each rank shall provide approximately linear progression fromthe minimum to the maximum award that may be made under this Section 4.1(c). The Company’s Peer Group ranking under thisSection 4.1(c) and the corresponding annual Performance Awards shall be based on the most recent four (4) fiscal quarters ofavailable financial information for a Peer Group member.

(d)Reduction or Forfeiture of Performance Awards. Notwithstanding the foregoing provisions of this Section 4.1:

(i) if the Company has no reported net earnings for a Performance Period, no Performance Awards will be madewith respect to the Performance Period; and

(ii) the Committee in its sole and exclusive discretion may reduce (including a reduction to zero) the amount of thePerformance Awards otherwise payable to Eligible Employees under the Plan for a Performance Period, provided the samepercentage reduction is made to all of the Performance Awards otherwise payable for the Performance Period.

4.2 Performance Award Payments

Subject to an Eligible Employee’s election in accordance with Section 4.3 to defer the payment of a Performance Award, anEligible Employee’s Performance Award shall be paid by the Company to the Eligible Employee in cash, less applicable payroll andwithholding taxes, within thirty (30) days after the later of (i) the completion of the independent audit of the Company’s financialstatements for the Performance Period or (ii) the date the Committee certifies in writing the amount of Performance Awards payableunder Section 4.1. In no event, however, shall payment of a Performance Award be made later than two and one-half (2½) monthsafter the end of the Performance Period for the Performance Award.

4.3 Deferrals of Performance Awards

(a)Deferral Agreement.

Each Eligible Employee may elect, by entering into a Deferral Agreement with the Company, to defer any portion up to fiftypercent (50%) (in increments of ten percent (10%)) of the Performance Award otherwise payable to the Eligible Employee for aPerformance Period. To be effective to defer the payment of a Performance Award, an Eligible Employee must complete and return aDeferral Agreement to the Company in accordance with procedures established by the Committee before the beginning of thePerformance Period. For the avoidance of doubt, an Employee who first becomes an Eligible Employee during a Performance Periodshall not be permitted to enter into a Deferral Agreement for the deferral of a Performance Award for such Performance Period. Theamount of any Performance Award that is deferred pursuant to the Eligible Employee’s Deferral Agreement is referred to in the Planas the Deferral Amount.

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An Eligible Employee’s Deferral Agreement shall be effective for one Performance Period. Therefore, an Eligible Employeemust complete and sign a Deferral Agreement and return the agreement to the representative of the Company designated by theCommittee before the beginning of each Performance Period for which a deferral of a Performance Award is intended to be made.

(b) Deferral Accounts; Deferral Incentive.

An Eligible Employee’s Deferral Amount shall be converted to a number of common stock units determined by dividing theDeferral Amount by the closing price at which shares of the Company’s common stock are sold regular way on the New York StockExchange on the date the Deferral Amount would otherwise be paid to the Eligible Employee. Such common stock units shall becredited to a Deferral Account established and maintained on the books and records of the Company. In the event an EligibleEmployee defers a Performance Award under the Plan, the Company shall credit a Deferral Incentive in the form of additionalcommon stock units to the Eligible Employee’s Deferral Account. The number of common stock units comprising the DeferralIncentive for an Eligible Employee shall be determined by multiplying twenty-five percent (25%) by the number of common stockunits resulting from the conversion of the Eligible Employee’s Deferral Amount into common stock units.

(c)Dividend Equivalent Payments; Adjustments to Common Stock Units.

The Company shall pay to each Eligible Employee in cash, less applicable payroll and withholding taxes, within thirty (30)days after the payment date of any cash dividend with respect to shares of the Company’s common stock a dividend equivalentpayment equal to the number of common stock units credited to the Eligible Employee’s Deferral Account as of the record date forsuch dividend multiplied by the per share amount of the dividend.

In the event a dividend with respect to shares of the Company’s common stock shall be declared and paid in additional sharesor in the event the outstanding shares of the Company’s common stock shall be changed into or exchanged for a different number orkind of shares of stock or other securities of the Company or of another corporation or changed into or exchanged for cash or propertyor the right to receive cash or property, then the Committee shall in its discretion equitably adjust the common stock units credited tothe Deferral Accounts under the Plan to prevent substantial dilution or enlargement of the rights of Eligible Employees under the Plan.

(d)Vesting.

An Eligible Employee shall be fully vested in the portion of the Eligible Employee’s Deferral Account attributable to theEligible Employee’s Deferral Amounts. An Eligible Employee shall become fully vested in the portion of the Eligible Employee’sDeferral Account attributable to the Company’s Deferral Incentives upon attainment of age fifty-five (55) while employed by theCompany or a Subsidiary or in the event the Eligible Employee dies or becomes disabled while employed by the Company or aSubsidiary. In the event an Eligible Employee terminates employment prior to attaining age fifty-five (55) for any reason other thandeath or disability, the portion of the Eligible Employee’s Deferral Account that is not vested shall be forfeited.

(e)Payment of Deferral Accounts. The vested portion of an Eligible Employee’s Deferral Account shall be paid to the Eligible Employee no earlier than fifteen (15) daysand no later than ninety (90) days after the Eligible Employee’s separation from service. The form of payment shall be one share ofthe Company’s common stock for each common stock unit and cash for any fractional unit credited to the vested portion of theDeferral Account. Notwithstanding the foregoing, in no event will distribution be made to an Eligible Employee who is a “specifiedemployee,” within the meaning of Code Section 409A(a)(2)(B)(i) and the regulations thereunder, prior to the date which is six monthsafter such Eligible Employee’s separation from service or, if earlier, such Eligible Employee’s death.

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In accordance with procedures established by the Committee, but in no event later than the later of (i) December 31, 2008 or(ii) the date an Eligible Employee enters into his or her first Deferral Agreement with the Company under the Plan, the EligibleEmployee may elect a single sum payment of the Eligible Employee’s Deferral Account or payment in installments over a term certainof not more than five (5) years. In the event an Eligible Employee fails to make a valid method of payment election, distribution of theEligible Employee’s Deferral Account shall be made in a single sum payment of shares of Company common stock and cash for anyfractional unit credited to the vested portion of the Deferral Account.

(f)Payment Following Death.

An Eligible Employee may designate and change at any time the Beneficiary who is to receive distribution of the vestedportion of the Participant’s Deferral Account in the event of the Eligible Employee’s death. Any such designation or change shall notbe effective until received by the representative of the Company designated by the Committee. If an Eligible Employee has notproperly designated a Beneficiary, if for any reason such designation shall not be legally effective, or if the designated Beneficiaryshall predecease the Eligible Employee, then the Eligible Employee’s estate shall be treated as the Beneficiary.

In the event of an Eligible Employee’s death prior to distribution of all common stock units credited to the EligibleEmployee’s Deferral Account, the Eligible Employee’s Beneficiary shall receive a distribution of the vested portion of such units (inthe form of shares of Company common stock and cash for any fractional unit credited to the Deferral Account) as soon as practicablefollowing the Participant’s death in a single sum payment.

ARTICLE VMiscellaneous

5.1 Amendment or Termination

The Board expressly reserves for itself and for the Committee the right and the power to amend or terminate the Plan at anytime. Unless the Committee otherwise expressly provides at the time the action is taken, no Performance Awards shall be paid to anyEligible Employee on or after the date of any termination of the Plan.

5.2 Assignability

Eligible Employees shall not alienate, assign, sell, transfer, pledge, encumber, attach, mortgage, or otherwise hypothecate orconvey in advance of actual receipt the amounts, if any, payable hereunder. No part of the amounts payable hereunder shall, prior toactual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance, norshall any person have any other claim to any benefit payable under this Plan as a result of a divorce or the Eligible Employee’s, or anyother person’s, bankruptcy or insolvency.

5.3 Source of Benefits

The Company shall make any cash payments due under the terms of this Plan directly from its assets or from any trust thatthe Company may choose to establish and maintain from time to time. Shares of the Company’s common stock that may be issuedunder the Plan may be either authorized and unissued shares or shares which have been reacquired by the Company. Nothingcontained in this Plan shall give or be deemed to give any Eligible Employee or any other person any interest in any property of anysuch trust or in any property of the Company, nor shall any Eligible Employee or any other person have any right under this Plan notexpressly provided by the terms hereof, as such terms may be interpreted and applied by the Committee in its discretion.

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5.4 No Promise of Continued Employment

Nothing in this Plan or in any materials describing or relating to this Plan grants, nor should it be deemed to grant, any personany employment right, nor does participation in this Plan imply that any person has been employed for any specific term or duration orthat any person has any right to remain in the employ of the Company.

5.5 Applicable Law

The Plan shall be construed in accordance with and governed by the laws of the State of North Carolina.

5.6 Stockholder Approval

The effectiveness of this amendment and restatement of the Plan shall be subject to its approval and ratification by thestockholders of the Company at the 2008 annual meeting of stockholders.

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Exhibit 10.1

NUCOR CORPORATION

SENIOR OFFICERS LONG-TERM INCENTIVE PLAN

As Amended and Restated Effective January 1, 2008


Table of Contents

ARTICLE I Introduction 2 ARTICLE II Definitions 2 ARTICLE III Administration 4 ARTICLE IV Performance Awards 4

4.1 Performance Awards 44.2 Performance Award Payments 54.3 Deferrals of Restricted Stock Performance Awards 5

ARTICLE V Miscellaneous 7

5.1 Amendment or Termination 75.2 Assignability 75.3 Source of Benefits 75.4 No Promise of Continued Employment 75.5 Applicable Law 75.6 Stockholder Approval 7


ARTICLE IIntroduction

Nucor Corporation hereby amends and restates in its entirety the Nucor Corporation Senior Officers Long-Term IncentivePlan to read as set forth herein. The purpose of the Plan is to provide incentive compensation to senior officers based on NucorCorporation’s long-term performance relative to that of its principal competitors in the steel industry and of other industrialcompanies, consistent with the “performance based compensation” requirements of Section 162(m) of the Code.

ARTICLE IIDefinitions

For purposes of the Plan, the following terms shall have the following meanings:

“Adjusted Net Earnings” for a Performance Period means the consolidated net earnings reported by the Company for thePerformance Period in accordance with generally accepted accounting principles, before reported extraordinary items, but aftercharges or credits for taxes measured by income and Performance Awards under this Plan and performance awards under the NucorCorporation Senior Officers Annual Incentive Plan.

“Average Invested Capital” for a Performance Period means the average of the Invested Capital of the Company as of thelast day of the immediately preceding Performance Period and the last day of each fiscal quarter in the Performance Period.

“Beneficiary” means the person or persons designated by an Eligible Employee who are to receive any amounts payableunder the Plan following the death of the Eligible Employee.

“Board of Directors” or “Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means Nucor Corporation, a Delaware corporation.

“Compensation” for a Performance Period means the annual base salary rate payable to an Eligible Employee as of thebeginning of a Performance Period, before reduction pursuant to any plan or agreement between the Eligible Employee and theCompany or a Subsidiary whereby compensation is deferred, including, without limitation, a plan whereby compensation is deferredin accordance with Code Section 401(k) or reduced in accordance with Code Section 125. Compensation shall not include any otherform of compensation, whether taxable or non-taxable, including, but not limited to, annual or long-term incentive compensation,commissions, gains from the exercise or vesting of stock options, restricted stock or other equity-based awards or any other forms ofadditional compensation.

“Committee” means all members of the Compensation and Executive Development Committee of the Board of Directorswho are “outside directors” of the Company within the meaning of Section 162(m)(4)(C)(i) of the Code.

“Deferral Account” means the individual bookkeeping account maintained by the Company for an Eligible Employee torecord the deferral of the Eligible Employee’s Restricted Stock Performance Award.

“Deferral Agreement” means the agreement or agreements entered into by an Eligible Employee which provide for thedeferral of the Eligible Employee’s Restricted Stock Performance Award for a Performance Period.

“Eligible Employee” means an Employee who is designated as the Chairman or a Vice Chairman of the Board or the ChiefExecutive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, an Executive Vice President or a VicePresident of the Company and any other Employee who is a senior officer of the Company or a Subsidiary and designated by theCommittee as an Eligible Employee.

“Employee” means any person, including a member of the Board, employed by the Company or a Subsidiary on a regular,full-time basis.

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“General Industry Group” for a Performance Period means a group of not less than ten (10) companies designated by theCommittee not later than ninety (90) days after the beginning of the Performance Period which are engaged in capital intensiveindustries and classified in either the Materials Sector or the Industrials Sector of the Global Industry Classification Standard.

“Invested Capital” means the sum of (a) long-term debt (comprising bonds, debentures and promissory notes having amaturity at the time of execution of more than one (1) year), (b) issued capital stock, (c) additional paid-in capital and (d) earningsretained in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in theCompany’s consolidated balance sheet.

“Performance Award” means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section4.1 for a Performance Period.

“Performance Period” means:

(a) the one (1) fiscal year period commencing on the January 1 coinciding with or immediately preceding the date anEligible Employee commences participation in the Plan and ending on the immediately succeeding December 31;

(b) the two (2) fiscal year period commencing on the January 1 coinciding with or immediately preceding the datean Eligible Employee commences participation in the Plan and ending on December 31 of the immediately succeeding fiscalyear; and

(c) each period of three (3) consecutive fiscal years of the Company commencing on the January 1 coinciding withor immediately preceding the date an Eligible Employee commences participation in the Plan and on each January 1thereafter.

“Plan” means the Nucor Corporation Senior Officers Long-Term Incentive Plan, as set forth herein and as amended fromtime to time.

“Restricted Stock Performance Award” is defined in Section 4.2.

“Return on Average Invested Capital” for a Performance Period means an amount, expressed as a percentage, determinedby dividing (a) the Company’s Adjusted Net Earnings for the Performance Period by (b) the Company’s Average Invested Capital forthe Performance Period.

“Steel Peer Group” for a Performance Period means a group of not less than five (5) steel industry competitors designatedby the Committee not later than ninety (90) days after the beginning of the Performance Period.

“Subsidiary” means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more ofthe voting power of all classes of stock entitled to vote and any other business organization, regardless of form, in which the Companypossesses directly or indirectly 50% or more of the total combined equity interests in such organization.

“Target Performance Award” for an Eligible Employee for a Performance Period means that number of shares of theCompany’s common stock determined by dividing (a) eighty-five percent (85%) of the Eligible Employee’s Compensation for thePerformance Period by (b) the closing price at which shares of the Company’s common stock are sold regular way on the New YorkStock Exchange on the last trading day immediately preceding the beginning of the Performance Period. The Target PerformanceAward shall not be rounded up or down to a whole number of shares.

Notwithstanding the foregoing, in the event an Eligible Employee commences participation in the Plan effective as of anyday other than January 1 or if the employment of an Eligible Employee is terminated during a Performance Period on or after theEligible Employee attains age fifty-five (55) or due to the Eligible Employee’s death or disability, then in either of such events, theEligible Employee’s Target Performance Award shall be adjusted by multiplying such Target Performance Award by a fraction, thenumerator of which is number of complete calendar months during the Performance Period that the Eligible Employee was employedby the Company and participating in the Plan, and the denominator of which is the total number of calendar months in thePerformance Period.

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ARTICLE IIIAdministration

This Plan shall be administered by the Committee. The Committee shall have all of the powers necessary to enable it toproperly carry out its duties under the Plan. Not in limitation of the foregoing, the Committee shall have the power to construe andinterpret the Plan and to determine all questions that shall arise thereunder. The Committee shall have such other and further specifiedduties, powers, authority and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred upon it.The Committee may appoint such agents, who need not be members of the Committee, as it may deem necessary for the effectiveperformance of its duties, and may delegate to such agents such powers and duties as the Committee may deem expedient orappropriate that are not inconsistent with the intent of the Plan. The decision of the Committee upon all matters within its scope ofauthority shall be final and conclusive on all persons.

ARTICLE IVPerformance Awards

4.1 Performance Awards

(a) Maximum Performance Awards . The maximum Performance Award that may be made to an Eligible Employee withrespect to any Performance Period shall be two (2) times the Eligible Employee’s Target Performance Award for the PerformancePeriod. All Performance Awards under the Plan shall be based on the Company’s relative Return on Average Invested Capital inaccordance with Section 4.1(b).

(b) Awards Based on Relative Return on Average Invested Capital.

(i) Steel Peer Group. Fifty percent (50%) of the maximum Performance Award for a Performance Period ( i.e., 100%of the number of shares of the Company’s common stock comprising the Eligible Employee’s Target Performance Award forthe Performance Period) shall be available for award based on the Company’s Return on Average Invested Capital for thePerformance Period relative to the return on average invested capital of each company in the Steel Peer Group for thePerformance Period. Not later than ninety (90) days after the beginning of each Performance Period, the Committee shalldesignate, in writing, the amounts of the Performance Awards that will be made to each Eligible Employee, expressed as apercentage of the number of shares comprising the Eligible Employee’s Target Performance Award for the PerformancePeriod, for levels of Return on Average Invested Capital for the Performance Period when ranked against the return onaverage invested capital of the members of the Steel Peer Group for the Performance Period.

(ii) General Industry Group. The remaining fifty percent (50%) of the maximum Performance Award for aPerformance Period (i.e., 100% of the number of shares of the Company’s common stock comprising the EligibleEmployee’s Target Performance Award for the Performance Period) shall be available for award based on the Company’sReturn on Average Invested Capital for the Performance Period relative to the return on average invested capital of eachcompany in the General Industry Group for the Performance Period. Not later than ninety (90) days after the beginning ofeach Performance Period, the Committee shall designate, in writing, the amounts of the Performance Awards that will bemade to each Eligible Employee, expressed as a percentage of the number of shares comprising the Eligible Employee’sTarget Performance Award for the Performance Period, for levels of Return on Average Invested Capital for the PerformancePeriod when ranked against the return on average invested capital of the members of the General Industry Group for thePerformance Period.

The Committee’s designation of the amount of the Performance Award for the Company’s rankings against the Steel Peer Group andthe General Industry Group shall provide approximately equal progression in the amount of the award from the minimum to themaximum amount that may be awarded under Sections 4.1(b)(i) and (ii). The Company’s Steel Peer Group and General IndustryGroup rankings shall be based on the most recent available financial information for the members of the Steel Peer Group and GeneralIndustry Group.

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(c) Reduction or Forfeiture of Performance Awards. Notwithstanding the foregoing provisions of this Section 4.1:

(i) if the Company has no reported net earnings for a Performance Period, no Performance Awards will be madewith respect to the Performance Period;

(ii) the Committee in its sole and exclusive discretion may reduce (including a reduction to zero) the amount of thePerformance Awards otherwise payable to Eligible Employees under the Plan for a Performance Period, provided the samepercentage reduction is made to all of the Performance Awards otherwise payable for the Performance Period; and

(iii) if the employment of an Eligible Employee is terminated during a Performance Period prior to the EligibleEmployee’s attainment of age fifty-five (55) for any reason other than the Eligible Employee’s death or disability, theEligible Employee shall not receive any Performance Award under the Plan for the Performance Period.

4.2 Performance Award Payments

An Eligible Employee’s Performance Award shall be paid by the Company to the Eligible Employee within thirty (30) daysafter the later of (i) the completion of the independent audit of the Company’s financial statements for the Performance Period or (ii)the date the Committee certifies in writing the amount of Performance Awards payable under Section 4.1. In no event, however, shallpayment of a Performance Award be made later than two and one-half (2½) months after the end of the Performance Period for thePerformance Award. The value of fifty percent (50%) of the shares comprising an Eligible Employee’s Performance Award for aPerformance Period, determined by multiplying the number of such shares by the closing price at which shares of the Company’scommon stock are sold regular way on the New York Stock Exchange on the last trading day of the Performance Period, shall be paidto the Eligible Employee in cash, less applicable payroll and withholding taxes. The remaining fifty percent (50%) of the sharescomprising the Eligible Employee’s Performance Award shall be rounded down to the next lower whole number of shares. Suchwhole number of shares shall constitute the Eligible Employee’s “Restricted Stock Performance Award ” and shall be delivered to theEligible Employee, unless the Eligible Employee makes an election in accordance with Section 4.3 to defer payment of the RestrictedStock Performance Award. The Restricted Stock Performance Award shares shall become vested in the Eligible Employee upon theEligible Employee’s attainment of age fifty-five (55) while employed by the Company or a Subsidiary, in the event the EligibleEmployee dies or becomes disabled while employed by the Company or a Subsidiary or, if earlier, in installments based on theEligible Employee’s continued employment with the Company or a Subsidiary through each of the following vesting dates:

Vesting Date Vested Portion of Restricted

Stock Performance Award1st anniversary of payment date 33-1/3%2nd anniversary of payment date 66-2/3%3rd anniversary of payment date 100%

In the event an Eligible Employee’s employment with the Company and its subsidiaries terminates for any reason, the EligibleEmployee shall, for no consideration, forfeit to the Company coincident with such termination all shares in the Restricted StockPerformance Award that have not become vested in the Eligible Employee.

4.3 Deferrals of Restricted Stock Performance Awards

(a) Deferral Agreement. Each Eligible Employee may elect, by entering into a Deferral Agreement with the Company, todefer payment of all (and not less than all) of the Restricted Stock Performance Award otherwise payable to the Eligible Employee fora Performance Period. To be effective to defer the payment of a Restricted Stock Performance Award, an Eligible Employee mustcomplete and return a Deferral Agreement to the Company in accordance with procedures established by the Committee for suchpurpose on or before the date that is six (6) months before the end of the Performance Period; provided,however , an Employee whofirst becomes an Eligible Employee during a Performance Period shall not be permitted to enter into a Deferral Agreement for thedeferral of a Restricted Stock Performance Award for such Performance Period.

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An Eligible Employee’s Deferral Agreement shall be effective for one Performance Period. Therefore, an Eligible Employeemust complete and sign a Deferral Agreement and return the agreement to the representative of the Company designated by theCommittee on or before the date that is six (6) months before the end of the Performance Period for which a deferral of a RestrictedStock Performance Award is intended to be made.

(b) Deferral Accounts. In the event an Eligible Employee defers the payment of a Restricted Stock Performance Award, the

number of shares comprising such award shall be converted into an equivalent number of common stock units, and such units shall becredited to a Deferral Account established and maintained in the Eligible Employee’s name on the books and records of the Company.

(c) Dividend Equivalent Payments; Adjustments to Common Stock Units. The Company shall pay to each EligibleEmployee in cash, less applicable payroll and withholding taxes, within thirty (30) days after the payment date of any cash dividendwith respect to shares of the Company’s common stock a dividend equivalent payment equal to the number of common stock unitscredited to the Eligible Employee’s Deferral Account as of the record date for such dividend multiplied by the per share amount of thedividend.

In the event a dividend with respect to shares of the Company’s common stock shall be declared and paid in additional sharesor in the event the outstanding shares of the Company’s common stock shall be changed into or exchanged for a different number orkind of shares of stock or other securities of the Company or of another corporation or changed into or exchanged for cash or propertyor the right to receive cash or property, then the Committee shall in its discretion equitably adjust the common stock units credited tothe Deferral Accounts under the Plan to prevent substantial dilution or enlargement of the rights of Eligible Employees under the Plan.

(d) Vesting. An Eligible Employee shall become vested in the common stock units credited to the Eligible Employee’sDeferral Account in accordance with the vesting provisions of Section 4.2 that would have applied to the Restricted StockPerformance Award shares from which such units were derived. In the event an Eligible Employee terminates employment prior toattaining age fifty-five (55) for any reason other than death or disability, the common stock units credited to the Eligible Employee’sDeferral Account that are not vested shall be forfeited.

(e) Payment of Deferral Accounts. The vested portion of an Eligible Employee’s Deferral Account shall be paid to theEligible Employee no earlier than fifteen (15) days and no later than ninety (90) days after the Eligible Employee’s separation fromservice. The form of payment shall be one share of the Company’s common stock for each common stock unit and cash for anyfractional unit credited to the vested portion of the Deferral Account. Notwithstanding the foregoing, in no event will distribution bemade to an Eligible Employee who is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) and theregulations thereunder, prior to the date which is six months after such Eligible Employee’s separation from service or, if earlier, suchEligible Employee’s death.

In accordance with procedures established by the Committee, but in no event later than the later of (i) December 31, 2008 or(ii) the date an Eligible Employee enters into his or her first Deferral Agreement with the Company under the Plan, the EligibleEmployee may elect a single sum payment of the Eligible Employee’s Deferral Account or payment in installments over a term certainof not more than five (5) years. In the event an Eligible Employee fails to make a valid method of payment election, distribution of theEligible Employee’s Deferral account shall be made in a single sum payment of shares of Company common stock and cash for anyfractional unit credited to the Deferral Account.

(f) Payment Following Death. An Eligible Employee may designate and change at any time the Beneficiary who is toreceive distribution of the vested portion of the Participant’s Deferral Account in the event of the Eligible Employee’s death. Any suchdesignation or change shall not be effective until received by the representative of the Company designated by the Committee. If anEligible Employee has not properly designated a Beneficiary, if for any reason such designation shall not be legally effective, or if thedesignated Beneficiary shall predecease the Eligible Employee, then the Eligible Employee’s estate shall be treated as the Beneficiary.

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In the event of an Eligible Employee’s death prior to distribution of all common stock units credited to the EligibleEmployee’s Deferral Account, the Eligible Employee’s Beneficiary shall receive a distribution of the vested portion of such units (inthe form of shares of Company common stock and cash for any fractional unit credited to the Deferral Account) as soon as practicablefollowing the Participant’s death in a single sum payment.

ARTICLE VMiscellaneous

5.1 Amendment or Termination

The Board expressly reserves for itself and for the Committee the right and the power to amend or terminate the Plan at anytime. Unless the Committee otherwise expressly provides at the time the action is taken, no Performance Awards shall be paid to anyEligible Employee on or after the date of any termination of the Plan.

5.2 Assignability

Eligible Employees shall not alienate, assign, sell, transfer, pledge, encumber, attach, mortgage, or otherwise hypothecate orconvey in advance of actual receipt the amounts, if any, payable hereunder. No part of the amounts payable hereunder shall, prior toactual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance, norshall any person have any other claim to any benefit payable under this Plan as a result of a divorce or the Eligible Employee’s, or anyother person’s, bankruptcy or insolvency.

5.3 Source of Benefits

The Company shall make any cash payments due under the terms of this Plan directly from its assets or from any trust thatthe Company may choose to establish and maintain from time to time. Shares of the Company’s common stock that may be issuedunder the Plan may be either authorized and unissued shares or shares which have been reacquired by the Company. Nothingcontained in this Plan shall give or be deemed to give any Eligible Employee or any other person any interest in any property of anysuch trust or in any property of the Company, nor shall any Eligible Employee or any other person have any right under this Plan notexpressly provided by the terms hereof, as such terms may be interpreted and applied by the Committee in its discretion.

5.4 No Promise of Continued Employment

Nothing in this Plan or in any materials describing or relating to this Plan grants, nor should it be deemed to grant, any personany employment right, nor does participation in this Plan imply that any person has been employed for any specific term or duration orthat any person has any right to remain in the employ of the Company.

5.5 Applicable Law

The Plan shall be construed in accordance with and governed by the laws of the State of North Carolina.

5.6 Stockholder Approval

The effectiveness of this amendment and restatement of the Plan shall be subject to its approval and ratification by thestockholders of the Company at the 2008 annual meeting of stockholders.

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Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

Year Ended December 31, Six Months Ended June 30, June 28, 2003 2004 2005 2006 2007 2007 2008 (In thousands, except ratios) Earnings Earnings before income taxes $ 69,978 $ 1,725,891 $ 2,027,083 $ 2,692,435 $ 2,253,315 $ 1,122,381 $ 1,498,949 Plus: minority interests 23,904 80,840 110,650 219,121 293,501 138,159 179,707 Plus/(Less): losses/(earnings)from equity investments

97 (4,070) (476) 17,690 24,618 10,298 18,447

Plus: fixed charges (includes

interest expense andamortization of bondissuance costs andsettled swaps andestimated interest on rentexpense)

27,151 30,645 36,571 40,351 55,381 26,371 66,649 Plus: amortization ofcapitalized interest

- 108 216 216 216 108 108

Plus: distributed income ofequity investees

- - - 3,172 8,072 2,109 8,462

Less: interest capitalized (850) (1,310) - - (3,700) - (1,530) Less: minority interests in

subsidiaries that have notincurred fixed charges

(23,904) (80,840) (110,650) (219,121) (293,604) (119,456) (179,086)

$ 96,376 $ 1,751,264 $ 2,063,394 $ 2,753,864 $ 2,337,799 $ 1,179,970 $ 1,591,706 Fixed charges Interest expense and

amortization of bondissuance and settledswaps

27,151 30,645 36,571 40,351 55,052 26,243 66,041 Estimated interest on rentexpense

- - - - 329 128 608

Total Fixed Charges 27,151 30,645 36,571 40,351 55,381 26,371 66,649

Ratio of earnings to fixedcharges

3.55 57.15 56.42 68.25 42.21 44.74 23.88


Exhibit 31

Certification of Principal Executive OfficerPursuant to Rule 13a-14(a)/15d-14(a)

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Daniel R. DiMicco, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Nucor Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period in whichthis quarterly report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding the reliability of financial reportingand preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting, and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting.

Date: August 5, 2008 /s/ Daniel R. DiMicco Daniel R. DiMicco


Chairman, President and Chief Executive Officer


Exhibit 31.1

Certification of Principal Financial OfficerPursuant to Rule 13a-14(a)/15d-14(a)


I, Terry S. Lisenby, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Nucor Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period in whichthis quarterly report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding the reliability of financial reportingand preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting, and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role inthe registrant’s internal control over financial reporting.

Date: August 5, 2008 /s/ Terry S. Lisenby Terry S. Lisenby


Chief Financial Officer, Treasurer and Executive Vice President


Exhibit 32

Certification of Principal Executive OfficerPursuant to 18 U.S.C. 1350


I, Daniel R. DiMicco, Chairman, President and Chief Executive Officer (principal executive officer) of Nucor Corporation (the“Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the periodended June 28, 2008 of the Registrant (the “Report”), that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asamended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperations of the Registrant.

/s/ Daniel R. DiMicco Name:Daniel R. DiMicco Date: August 5, 2008


Exhibit 32.1

Certification of Principal Financial OfficerPursuant to 18 U.S.C. 1350


I, Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President (principal financial officer) of NucorCorporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form10-Q for the period ended June 28, 2008 of the Registrant (the “Report”), that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, asamended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperations of the Registrant.

/s/ Terry S. Lisenby Name:Terry S. Lisenby Date: August 5, 2008

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