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                                                              EXHIBIT 10(iii)(d)


COMMERCIAL METALS COMPANY KEY EMPLOYEE
LONG-TERM PERFORMANCE PLAN

PURPOSE
The objectives for the Long-Term Performance Plan are to:

o    Link compensation to the long-term financial success and performance of the
     Company, focusing on factors which help drive shareholder value creation;

o    Provide a greater long-term orientation and competitiveness to total
     compensation for executives, by establishing a performance-based component
     in addition to the existing stock-option plan;

o    By focusing on long-term performance and success, provide a balance to the
     short-term focus of the Annual Incentive Plan in the decision-making
     process of management;

o    Encourage senior management to promote the interests of the Company as a
     whole by linking compensation to longer-term, company-wide results;

o    Enable the Company to meet competitive total compensation needs in
     attracting and retaining superior executive talent; and

o    Fund payouts from the plan thro