Contents:
Employment Agreement
Amendment to Employment Agreement

Exhibit 10.11
                          EMPLOYMENT AGREEMENT


         This  Employment  Agreement  (the  "Agreement")  is made by and between
Birmingham Steel Corporation,  a Delaware corporation (the "Company"),  and John
D. Correnti  ("Executive")  as of May 12, 2000. This Agreement is offered by the
Company to induce  Executive to accept  employment.  The Company and  Executive,
each intending to be legally bound by the terms hereof, agree as provided below.


                                   Provisions

1.       Employment Term


         The Company  hereby  employs  Executive  and Executive  hereby  accepts
employment upon the terms and conditions of this Agreement,  for an initial five
year term running from December 1, 1999, to and including November 30, 2004 (the
"Initial Term"). The Initial Term shall be extended automatically for successive
one year renewal terms (each, a "Renewal Term") unless either party notifies the
other in writing no later than 60 days before the expiration of the current term
that such party does not wish to extend the term of  employment.  The employment
term under this Agreement is referred to as the "Term."

2.       Offices; Duties; Directorship; Other Activities

2.1.  Offices  and  Duties.  Executive  shall  serve  during  the  course of his
employment as Chairman of the Board and Chief Executive Officer. Executive shall
have the duties and authority as are prescribed by the bylaws of the Company for
such   officers  on  the  date  of  this   Agreement,   such  other  duties  and
responsibilities  as customarily are assigned to the senior  executive  officer,
and such other  duties and  responsibilities  as may be  assigned  to him by the
Company's  Board of Directors (the "Board"),  provided that such  assignments by
the Board are customary and appropriate for the senior executive  officer of the
Company.  Executive shall be given such authority as is appropriate to carry out
his duties.  The Company will not take any action to create an executive  office
having greater  authority over the daily  management of the Company than that of
the Chief Executive Officer.

2.2.  Service on Board.  Executive  agrees to serve as a director of the Company
during  the Term and to serve  on such  committees  of the  Board as to which he
might be appointed.  During the Term of this  Agreement,  Executive shall report
directly to the Board and committees of the Board.

2.3.  Efforts  and Other  Activities.  During the Term,  except  for  periods of
vacation and sick leave,  personal  leave granted by the Board or leave to which
Executive is entitled under law, Executive shall devote reasonable attention and
time during normal  business hours to the business and affairs of the Company to
the extent  necessary to discharge  his duties  under this  Agreement.  With the
prior  approval  of the Board,  Executive  may serve as a director or trustee of
other  corporations  or  businesses  which  do not  compete  with  the  Company.
Executive  also may serve on civic,  trade or charitable  boards or  committees.
Executive  may  invest in real  estate  for his own  account or become a passive
partner  or a  passive  stockholder  in any  corporation,  partnership  or other
venture not in direct  competition  with the  Company.  Executive  may invest in
mutual  funds or  similar  vehicles  in which  Executive  does  not  direct  the
investment of funds in particular  securities.  Executive may deliver  lectures,
fulfill  speaking  engagements,  or teach at educational  institutions,  and may
manage  personal  investments,  provided that such  activities do not materially
interfere with the performance of Executive's responsibilities for the Company.

2.4. Place of Business. Executive's services shall be performed primarily at the
Company's headquarters in Birmingham, Alabama.

3.       Compensation and Benefits

3.1. Base Salary. The Company will pay to Executive a base salary at the rate of
$600,000  per year for each year of the Term,  subject to  increase  as provided
herein ("Base  Salary").  Base Salary will be earned monthly and will be payable
in periodic  installments in accordance with the Company's  customary  practices
for executive officers.  Amounts payable will be reduced by standard withholding
and other authorized deductions.  The Company shall review Executive's salary at
least annually, and the Base Salary will be increased on a basis consistent with
increases in salary,  if any, for the  Company's  other senior  executives.  The
Company may increase  Executive's Base Salary in any year of the Term but it may
not reduce it from the amount applicable in the preceding Term year.

3.2.  Cash Bonus.  (a) Executive  shall  receive  during the Term an annual cash
bonus  ("Bonus")  equal to one percent (1%) of "Base  Earnings"  for each fiscal
year, or portion  thereof,  in the Term (including the fiscal years in which the
Term commences and in which it expires).  Base Earnings shall be determined from
the  Company's  audited  consolidated   statement  of  operations  (the  "Income
Statement")  for such fiscal year and shall be a sum equal to (i) the  Company's
consolidated pre-tax income plus, (ii) the total of all interest charges,  (iii)
the total of all depreciation and  amortization  charges,  and (iv) the total of
all   "Extraordinary   Charges",   all  as  shown  on  the   Income   Statement.
"Extraordinary Charges" means all reserves and charges or accruals on the Income
Statement  arising  from  extraordinary  items,  goodwill  write-offs  and other
unusual items.


                  (b) The Bonus for each fiscal year (or portion thereof) in the
Term shall be paid in a single payment not later than 30 days after the issuance
of the Income Statement by the Company's auditors.


                  (c) The  Bonus  shall be in lieu of any other  cash  incentive
compensation program offered by the Company to its management employees,  unless
otherwise provided by the Board or as specifically provided in this Agreement.

3.3.  Inducement  Restricted  Stock  Grant.  (a) To induce  Executive  to accept
employment by the Company, the Company hereby grants to Executive 100,000 shares
of the Company's common stock, $0.01 par value per share (the "Grant Shares").


                  (b) Stock  certificates  evidencing  the Grant Shares shall be
retained by the Company  pending  release to Executive as provided  herein.  The
Company shall keep such certificates free from all claims and encumbrances other
than  the  Company's  rights  under  this  Agreement.  In  lieu of  issuance  of
certificates  for Grant Shares that are subject to  forfeiture,  the Company may
make a "book entry" in the record of  stockholders  to evidence the ownership of
such shares.


                  (c) The Grant  Shares  shall be subject to  forfeiture  to the
Company if Executive's  employment  terminates prior to the third anniversary of
the date hereof.  Subject to the earlier termination of forfeiture  restrictions
as provided in Section 4, at each of the first and second  anniversaries  of the
date hereof, the forfeiture restrictions applicable to 33,333 Grant Shares shall
terminate and such shares shall be transferable and non-forfeitable.  Subject to
the earlier termination of forfeiture  restrictions as provided in Section 4, on
the third anniversary of the date hereof,  Executive's  interest in 33,334 Grant
Shares shall be transferable  and  non-forfeitable.  Promptly upon such lapse of
restrictions the Company shall deliver,  or cause its transfer agent to deliver,
a duly executed share certificate for such shares to Executive.


                  (d) Pending  forfeiture,  Executive  will be deemed the record
holder of all Grant Shares,  whether or not subject to forfeiture,  and shall be
entitled to all voting rights, distributions and other rights of an owner of the
Grant Shares.


                  (e)  During the  Initial  Term of this  Agreement,  except for
participation  in  the  Company's  1995  Stock  Accumulation  Plan  (the  "Stock
Accumulation  Plan"),  Executive  shall not be  eligible to  participate  in the
Company's  incentive  restricted stock or other stock-based  compensation  plans
applicable to executive  employees  generally,  unless otherwise provided by the
Board.  After the Initial Term,  Executive  shall  participate  in any such plan
applicable to senior executives generally.


                  (f) Grant  Shares  that are subject to  forfeiture  under this
Section may not be  transferred  by Executive  except by will or laws of descent
and  distribution,  and will not be  subject  in any  manner to any other  sale,
transfer,  pledge  or  other  encumbrance,  lien or  charge  (other  than to the
Company). Grant Shares not subject to forfeiture may be transferred by Executive
upon receipt by the Company of an opinion of counsel  acceptable  to the Company
that such shares may be transferred without registration under federal and state
securities  laws.  All  certificates  for Grant Shares may bear a legend to such
effect.


                  (g) The Company will  indemnify  and hold  Executive  harmless
from any income,  employment or other tax liability  incurred as a result of the
grant or vesting of the Grant Shares.

3.4.  Inducement  Grant of  Options;  Exercise  Price.  Subject to the terms and
conditions set forth herein,  the Company hereby grants to Executive  options to
purchase  1,000,000  shares of Common  Stock at a price per share of $4.88  (the
"Exercise Price"),  which shall be subject to the terms and conditions  provided
below (the "Options"). The number of shares subject to the Options, the Exercise
Price therefor and other matters  resulting from certain  transactions  shall be
adjusted as provided in Exhibit A hereto.

3.4.1.   Exercise of Options.


                    (a) The Options shall be  exercisable by the delivery to the
               Company of a written  notice in the form of Exhibit B stating the
               number of shares to be  purchased  pursuant  to the  Options  and
               accompanied by payment in full in accordance with this Agreement,
               in an amount equal to the Exercise Price per share  multiplied by
               the  number of  shares to be  purchased.  The  exercise  shall be
               effective  upon  hand  delivery  of the  exercise  notice  to the
               Company or the date of postmark of any exercise notice  delivered
               by mail (the "Exercise  Date") provided such payment  accompanies
               the notice of exercise; if not so accompanied,  then the Exercise
               Date  shall be the later date on which  payment  of the  Exercise
               Price is made in accordance with this Agreement.


                    (b) Any exercise of Options by Executive must conform to the
               Company's  insider trading  restrictions  applicable to directors
               and officers generally. Any exercise by Executive that may not be
               made  due to  such  restrictions  may be  made  within  the  next
               available  exercise period permitted by such restrictions even if
               the right to exercise Options under this Agreement  otherwise has
               terminated.


                    (c) All  Options  will  expire 10 years from the date hereof
               (unless an earlier termination date is provided herein).


                    (d) Fractional share interests shall be disregarded, but may
               be  accumulated.  No  fewer  than  5,000  Option  shares  may  be
               purchased at any one time (subject to  appropriate  adjustment in
               accordance with  adjustments  made pursuant to Exhibit A), unless
               the number  purchased is the total  number at the time  remaining
               for purchase under the Options.

3.4.2.  Permitted  Consideration.  The purchase price of any shares purchased on
exercise of a vested  Option shall be paid in full at the time of each  purchase
in one or a combination of the following  methods:  (i) in cash or by electronic
funds transfer;  (ii) by check payable to the order of the Company;  or (iii) by
delivery of shares owned by Executive or vested stock options  (whether  Options
or other stock options) held by Executive (in the case of options,  to be valued
per option as the  difference  between the exercise  price thereof and the price
per share of the stock to which such  option  pertains,  as such stock  price is
determined  below).  Any shares (or the value of shares used for determining the
value of the options)  used to satisfy the Exercise  Price of an Option shall be
valued  (i) if the shares  are  traded on the New York  Stock  Exchange,  at the
closing  price as reported  by such  exchange  for the  trading day  immediately
preceding the Exercise Date,  (ii) if such shares are not traded on the New York
Stock  Exchange,  but are traded on another  national  exchange,  at the closing
price as reported by such exchange for the trading day immediately preceding the
Exercise  Date,  (iii) if the  shares  are not  traded  on an  exchange  but are
reported  on NASDAQ,  then at the  closing  price as  reported on NASDAQ for the
trading day  immediately  preceding the Exercise Date, or (iv) if the shares are
not  traded on any of the  foregoing,  then at their  fair  market  value on the
Exercise Date as mutually determined by the Board of Directors and Executive (if
unable to agree,  then determined by arbitration  under Section 7. Any shares or
options  surrendered  as payment of the Exercise Price and shall have been owned
by  Executive  or have been vested for at least six months prior to the Exercise
Date.

3.4.3.  Vesting.  Subject to the  acceleration  of vesting as  provided  by this
Agreement,  a  specified  number of  Executive's  Options  shall vest and become
exercisable on each  anniversary of this Agreement if Executive is then employed
by the  Company.  The number of  Executive's  Options that shall vest and become
exercisable at the indicated dates are as follows:


            Date                      Number of Options Vesting
     ___________, 2000                         200,000
     ___________, 2001                         200,000
     ___________, 2002                         200,000
     ___________, 2003                         200,000
     ___________, 2004                         200,000

Early  termination  of exercise  rights and  accelerated  vesting of unexercised
Options  shall be as  provided  in  Section  4. The  vesting  schedule  shall be
adjusted as appropriate if and as required pursuant to Exhibit A.

3.4.4. Share Certificates; Shareholder Rights. Upon proper exercise of an Option
and payment of the related  Exercise Price, the Company shall cause to be issued
and  delivered  to Executive a  certificate  for the shares  issuable  upon such
exercise.  Such  certificate  shall be  deemed  to have  been  issued  as of the
Exercise  Date.  Executive  shall be  deemed  to be the  holder of record of the
shares  issuable  upon such  exercise  as of the  Exercise  Date and the Company
agrees to make such  entries in its  records  of  shareholders  to reflect  such
status.

3.4.5.  Payment of Taxes. The Company shall pay all documentary  stamp taxes, if
any,  attributable  to this  Agreement  or the  issuance of any of the shares or
other securities upon the exercise of the Options.

3.4.6. Reservation of Shares. The Company will reserve and keep available,  free
from  preemptive  rights,  out of the aggregate of its  authorized  but unissued
shares,  the full number of shares  deliverable upon exercise of the Options for
the  purpose of  enabling  it to satisfy  any  obligation  to issue  shares upon
exercise of the Options.

3.4.7.  Representations of the Company;  Registration of the Shares. The Company
covenants and  represents  that all shares which may be issued upon the exercise
of the options will,  upon issuance,  be fully paid and  nonassessable  and free
from all taxes  (other  than  withholding  taxes on income  and  wages),  liens,
charges and security  interests with respect to the issue  thereof.  The Company
will in good faith, and as expeditiously as possible,  take all action which may
be necessary to obtain and keep  effective any and all  registrations,  permits,
consents and approvals of governmental  agencies and authorities,  and will make
any and all necessary  filings under  Federal and State  securities  laws, or of
exchanges  or similar  markets on which the class of option  shares are  listed,
necessary in  connection  with the issuance of the options,  the exercise of the
options,  and the issuance,  sale, transfer and delivery of shares upon exercise
of the options by Executive.

3.4.8.  Non-transferability.  Except as  provided  in Section 4, the Options are
exercisable   only  by   Executive.   Prior  to   vesting,   the   options   are
non-transferable  and  shall  not be  subject  in any  manner  to  anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance or charge (other
than to the  Company),  except by operation of law or by will or laws of descent
and distribution.

3.4.9.  Company Incentive Option Plans.  Unless otherwise provided by the Board,
during the  Initial  Term of the  Agreement  Executive  shall not be eligible to
participate  in  the  Company's  incentive  stock  option  plans  applicable  to
executive  employees   generally.   After  the  Initial  Term,  Executive  shall
participate in any such plan applicable to senior executives generally.

3.4.10.  Option Share  Exercise  Record.  Executive and the Company shall keep a
record of exercise of all Options (the "Option Share Exercise Record").

3.5. Stock  Accumulation  Plan. During the Term,  Executive shall participate in
the Company's  Stock  Accumulation  Plan. In lieu of any  contribution  required
under such plan, and notwithstanding the terms of the plan, Executive will defer
or  contribute  annually from 5% to 20% of his annual Base Salary or Bonus (such
amount and sources as  Executive  may elect),  to the Stock  Accumulation  Plan.
Executive's  obligations under this section will be reduced, or eliminated,  for
each  applicable  deferral  period by the  aggregate  Exercise  Price of Options
exercised by Executive  during such period,  but Executive  retains the right to
make  such  deferral  or  contribution   under  the  Stock   Accumulation   Plan
notwithstanding his exercise of Options.

3.6.  Executive  Retirement and  Compensation  Deferral  Plan.  During the Term,
Executive  shall   participate  in  the  Company's   Executive   Retirement  and
Compensation Deferral Plan as a "Group 1 Participant".

3.7. Other Savings and Retirement Plans. Except as specifically provided herein,
Executive shall be entitled to participate in all savings and retirement  plans,
practices, policies and programs applicable generally to other executives of the
Company.

3.8. Welfare Benefit Plans. Executive shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices,  policies and
programs  provided  by the Company  (including  medical,  prescription,  dental,
disability, salary continuance,  employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable generally
to other executives of the Company.

3.9.  Severance  Plan.  Executive  shall  be  entitled  to the  benefits  of the
Company's  Executive  Severance  Plan,  but  without  duplication  of  any  such
payments.

3.10.  Expenses.  (a) For the  first  two  years of the Term of this  Agreement,
Executive  shall be reimbursed for (or at Executive's  request,  where feasible,
the Company shall pay directly) the following special expenses:


               (i)  the  costs  of  an   apartment   in   Birmingham,   Alabama,
               furnishings, parking, utilities and related costs; and

               (ii) weekly  commuting  expenses from  Executive's  residences in
          Charlotte,  North  Carolina  and  Blytheville,  Arkansas  to and  from
          Birmingham (if Executive uses any aircraft owned or leased by him, the
          reimbursement  rate shall be as agreed by  Executive  and Company from
          time to time).


                  (b)   Reimbursement  of  Executive's   living  expenses  under
subsection  (a) shall be made promptly by the Company upon receipt of request by
Executive.  Executive's  request  may be made not more than once per month,  and
must be accompanied by reasonable documentation evidencing such expenses.


                  (c) Executive is encouraged to incur  reasonable  expenses for
promoting the Company's  business.  Such  promotional  expenses  include travel,
entertainment   (including  memberships  in  social  and  athletic  clubs),  and
community  service expenses.  Executive is encouraged to attend seminars,  trade
and  professional  meetings and  conventions,  and educational  courses that are
reasonably  related to  Executive's  employment  with the  Company.  The cost of
travel,  tuition  or  registration,   food,  and  lodging  for  attending  those
activities,  and other  charges of a type for which  executive  managers  of the
Company  typically  are  reimbursed,  shall be paid by the Company.  Other costs
shall be paid by Executive, unless the Company authorizes those costs. Executive
also will be  entitled  to  reimbursement  for  reasonable  employment  expenses
incurred by him during the Term in accordance  with the policies,  practices and
procedures then as in effect  generally with respect to other senior  executives
of the Company.  When Executive attends trade,  Company or promotional events at
which spouses customarily attend, the Company also shall reimburse Executive for
expenses arising from the attendance of Executive's spouse.

3.11.    Relocation Expenses.


                  (a) The Company  shall  reimburse  the  Executive  for (i) the
amount of brokers'  commissions paid in connection with the sale during the Term
of Executive's  residence in either  Charlotte,  North Carolina or  Blytheville,
Arkansas,  (ii)  broker's  commissions  payable in connection  with  Executive's
purchase during the Term of a residence in or near  Birmingham,  Alabama,  (iii)
moving expenses (including storage) for Executive's goods from Charlotte,  North
Carolina to either  Blytheville,  Arkansas or  Birmingham,  Alabama,  and moving
expenses (including storage and reasonable travel expenses for Executive and his
family) from Blytheville,  Arkansas or Charlotte,  North Carolina to Birmingham,
Alabama.  Such  reimbursement  shall be made with respect to any relocation made
during the Term.


                  (b) If Executive  relocates to  Birmingham,  Alabama and sells
his current residence in Blytheville, Arkansas during the Term, the Company also
shall pay to the  Executive  the amount of any  difference  between (i) the fair
market  value (or,  if  higher,  the  "Adjusted  Cost") of  Executive's  current
residence in  Blytheville,  Arkansas and (ii) the price paid by the buyer of the
residence.  For the  purposes of this  Section,  fair  market  value shall be as
determined by the average of three appraisals made by qualified  appraisers (the
cost of which shall be paid by the Company),  and the  "Adjusted  Cost" shall be
the purchase  price paid by  Executive  (or cost of  construction  pursuant to a
construction contract) plus the amount of all improvements made by Executive and
evidenced  by  reasonably  satisfactory  documentation.  In no event  shall  the
Company's obligation under this Section 3.11(b) exceed the Adjusted Cost.

3.12.  Fringe  Benefits.  Executive  shall be  entitled  to fringe  benefits  in
accordance  with the  plans,  practices,  programs  and  policies  as in  effect
generally with respect to other executives of the Company.

3.13.    Vacations and Leave.


                  (a) During  the Term,  at such  reasonable  times as the Board
shall  permit,  Executive  shall be entitled,  without loss of pay, to be absent
from the performance of his duties under this Agreement. In addition,  Executive
shall be entitled to annual vacation in accordance with policies  established by
the Board for executive officers.


                  (b) Executive shall be entitled to sick leave (without loss of
pay) in accordance with the Company's  policies in effect from time to time, and
other personal and family leave as provided by law.

3.14.  Effect of  Termination  on Restricted  Stock  Options and  Benefits.  The
obligations  of the  Company  with  respect  to  Grant  Shares,  Options,  other
restricted  stock or stock options  granted to Executive  under Company plans or
other agreements,  and other employee benefits,  shall be as provided in Section
4.

3.15.  Conflict.  In the event of any conflict  between this  Agreement  and the
terms of any benefit,  severance,  deferred  compensation,  incentive or similar
plan or agreement  in which  Executive  is or becomes a  participant  during the
Term,  the result most favorable to the Executive  shall apply unless  Executive
makes a specific written election otherwise, but Executive shall not be entitled
to duplicative payments or benefits.

4.       Termination

4.1.  Change of Control  Defined.  (a) For the  purposes  of this  Section,  the
following terms are used as defined below:


     (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended;


     (ii) "Voting Securities" means any voting securities of the Company;


     (iii)  "Person" is used as such term is used for purposes of Section  13(d)
or 14(d) of the Exchange Act;


     (iv) "Beneficial Ownership" is used as such term is used within the meaning
of Rule 13d-3 promulgated under the Exchange Act;


     (v)  "Election  Contest" is used as  described  in Rule 14a-11  promulgated
under the Exchange Act,  including any agreement intended to avoid or settle any
Election Contest;


     (vi) "Proxy Contest" means an actual or threatened  solicitation of proxies
or  consents  by or on behalf of a Person  other than the Board,  including  any
agreement intended to avoid or settle any Proxy Contest;


     (vii)  "Incumbent  Board" means the  individuals who as of the date of this
Agreement are members of the Board;


     (viii)  "Subsidiary"  means any corporation or other entity with respect to
which the Company has the direct or indirect  right to vote shares  representing
50% or more of the votes  eligible to be cast in the  election of  directors  or
managers of each such entity;


     (ix)  "Non-Control  Acquisition"  means an  acquisition  by (A) an employee
benefit plan (or a trust forming a part  thereof)  maintained by (1) the Company
or (2) any  corporation  or other Person of which a majority of its voting power
or its  voting  equity  securities  or equity  interest  is owned,  directly  or
indirectly, by the Company (for purposes of this definition, a "Subsidiary") (B)
the  Company  or its  Subsidiaries,  or (C)  any  Person  in  connection  with a
"Non-Control Transaction";


     (x)   "Non-Control   Transaction"   means  a   merger,   consolidation   or
reorganization of the Company where:


          (A) the  stockholders of the Company  immediately  before such merger,
     consolidation  or  reorganization,  own directly or indirectly  immediately
     following such merger,  consolidation or  reorganization,  at least seventy
     percent  (70%)  of the  combined  voting  power of all  outstanding  Voting
     Securities of the corporation  resulting from such merger or  consolidation
     or reorganization  (the "Surviving  Corporation") in substantially the same
     proportion as their ownership of the Voting Securities  immediately  before
     such merger, consolidation or reorganization,


          (B)  the   individuals   who  were  members  of  the  Incumbent  Board
     immediately  prior to the  execution of the  agreement  providing  for such
     merger,  consolidation or reorganization  constitute at least two-thirds of
     the members of the board of directors of the  Surviving  Corporation,  or a
     corporation  beneficially  directly or indirectly  owning a majority of the
     voting securities of the Surviving Corporation, and


          (C) no Person  other than (1) the Company or any of its  Subsidiaries,
     (2) any  employee  benefit  plan  (or any  trust  forming  a part  thereof)
     maintained  by  the  Company,  the  Surviving  Corporation,  or  any of its
     subsidiaries,  or (3) any Person  who,  immediately  prior to such  merger,
     consolidation or reorganization had Beneficial Ownership of fifteen percent
     (15%) or more of the then  outstanding  Voting  Securities,  has Beneficial
     Ownership of fifteen  percent (15%) or more of the combined voting power of
     the Surviving Corporation's then outstanding voting securities.


               (b) A "Change in Control"  shall mean the  occurrence  during the
          Term of any one of the following events:


                           (i) An  acquisition  (other  than  directly  from the
         Company) of Voting  Securities by any Person,  immediately  after which
         such Person has Beneficial Ownership of more than fifteen percent (15%)
         of the combined voting power of the Company's then  outstanding  Voting
         Securities,  but  in  determining  whether  a  Change  in  Control  has
         occurred,  Voting  Securities  which  are  acquired  in  a  Non-Control
         Acquisition under Section  4.1(a)(ix)(A) or (B) shall not constitute an
         acquisition which would cause a Change in Control;


                           (ii)  The  individuals  who,  as of the  date of this
         Agreement are members of the Incumbent  Board,  cease for any reason to
         constitute at least  two-thirds of the members of the Board; but if the
         election,   or  nomination   for  election  by  the  Company's   common
         stockholders,  of any new  director  was approved by a vote of at least
         two-thirds  of the  Incumbent  Board,  such  new  director  shall,  for
         purposes  of this  Plan,  be  considered  as a member of the  Incumbent
         Board,  but no individual shall be considered a member of the Incumbent
         Board if such individual initially assumed office as a result of either
         an actual or threatened Election Contest or Proxy Contest;


                           (iii)  Approval by  stockholders  of the Company of a
         merger,  consolidation or reorganization  involving the Company, unless
         such  merger,   consolidation  or   reorganization   is  a  Non-Control
         Transaction;


                         (iv)  A  complete  liquidation  or  dissolution  of the
                    Company; or


                           (v) An agreement for the sale or other disposition of
         all or  substantially  all of the  assets of the  Company to any Person
         (other than a transfer to a Subsidiary).


                  (c) Notwithstanding  the foregoing,  a Change in Control shall
not be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial  Ownership of more than the permitted  amount of the then outstanding
Voting  Securities as a result of the  acquisition  of Voting  Securities by the
Company which,  by reducing the number of Voting  Securities  then  outstanding,
increases the proportional  number of shares  Beneficially  Owned by the Subject
Persons, provided that if a Change in Control would occur (but for the operation
of this  sentence) as a result of the  acquisition  of Voting  Securities by the
Company,  and after such share  acquisition  by the Company,  the Subject Person
becomes the Beneficial Owner of any additional Voting Securities which increases
the percentage of the then outstanding  Voting Securities  Beneficially Owned by
the Subject Person, then a Change in Control shall occur.

4.2. Termination for Cause. The Company may terminate Executive's employment for
Cause.  For purposes of this  Agreement,  a  termination  of  employment  is for
"Cause" if  Executive  (i) has been  convicted of a felony,  (ii)  intentionally
engaged in conduct that is demonstrably and materially injurious to the Company,
monetarily  or  otherwise,  or (iii) has  refused  to  attempt  to  perform  his
employment duties under this Agreement (other than due to temporary  physical or
mental incapacity not constituting  Permanent  Disability) and Executive has not
undertaken  his  employment  duties within 5 business days after demand has been
made by the Company (but Executive's temporary performance of duties followed by
resumption  of refusal to perform  occurring  within 12 months  from such demand
will not require  another  demand by the Company).  However,  no  termination of
Executive's  employment  shall be for Cause as set forth in clause (ii) or (iii)
above until (A) there shall have been delivered to Executive a copy of a written
notice  setting  forth that  Executive  was guilty of the  conduct  set forth in
clause (ii) or (iii) and specifying the particulars  thereof in detail,  and (B)
Executive shall have been provided an opportunity to be heard by the Board (with
the  assistance  of  Executive's  counsel if Executive so desires).  If within 5
business  days of such  hearing  the  Board  does not  confirm  in  writing  its
determination of Cause and the termination of employment of Executive,  then the
initial notice shall be deemed null and void (subject,  however,  to Executive's
right to treat the  initial  notice as  effective,  notwithstanding  the Board's
failure to  confirm  termination  for Cause,  as set forth  below).  No act,  or
failure to act, on Executive's part, shall be considered "intentional" unless he
has  acted,  or failed  to act,  with an  absence  of good  faith and  without a
reasonable  belief that his action or failure to act was in the best interest of
the Company.  Any action,  or failure to act, by Executive in  furtherance  of a
Company  objective  that the Board (or  committee  of the Board)  approved or of
which the Board (or  committee  of the  Board)  was aware  shall not  constitute
Cause.  Notwithstanding anything contained in this Agreement to the contrary, no
failure  to  perform  by  Executive  after a notice of  termination  is given by
Executive shall constitute Cause for purposes of this Agreement.  If the Company
asserts  grounds for termination for Cause but withdraws the assertion (or fails
to make the  confirmation of termination  for Cause after hearing,  as described
above),  Executive  shall have the option of accepting  termination  at any time
within 30 days of such  withdrawal  (or within 30 days after the expiration of 5
days after such hearing, as applicable),  in which case the termination shall be
deemed  as  having  been  made  by the  Company  without  Cause.  A plea of nolo
contendere or its equivalent, shall not, of itself, constitute Cause or create a
presumption that the Executive's conduct constitutes Cause. Any determination of
Cause by the Board will not be binding on the Executive and, if challenged in an
action for breach or for injunctive  relief, the Company shall retain the burden
of proof.

4.3.  Death or Permanent  Disability.  Executive's  employment  shall  terminate
automatically   upon  Executive's   death.  If  Executive  suffers  a  Permanent
Disability  (as  defined  below)  which  results  in an absence  from  full-time
performance  of his  duties for a period of 180  consecutive  days or if longer,
such period as is required before  Executive is entitled to disability  payments
under the Company's disability insurance policy covering Executive,  the Company
shall be entitled to terminate his  employment.  For purposes of this Agreement,
"Permanent  Disability"  shall  mean  a  physical  or  mental  impairment  which
substantially  limits a major  life  activity  of  Executive  and which  renders
Executive unable to perform the essential  functions of his position.  Executive
shall be entitled  to the  compensation  and  benefits  provided  for under this
Agreement for any period during the Term and prior to the  establishment  of the
Executive's  Permanent  Disability  during which the Executive is unable to work
due to a physical or mental  infirmity.  Notwithstanding  anything  contained in
this Agreement to the contrary, until the termination date specified in a notice
of termination relating to Executive's Permanent Disability,  Executive shall be
entitled  to  return  to his  position  with the  Company  as set  forth in this
Agreement, in which event no Permanent Disability of Executive will be deemed to
have occurred.

4.4.  Resignation  for Good Reason.  Executive may resign for "Good Reason." For
purposes of this  Agreement,  "Good Reason" means the  resignation  of Executive
after (i) the Company fails to nominate  Executive for election as a director of
the Company for re-election upon termination of Executive's  initial term or any
successive term as director,  or if nominated the shareholders of the Company do
not elect  Executive for such term,  (ii) Executive is removed from or not named
to serve on the Executive Committee of the Board, except where Executive is also
removed as a director for Cause (iii)  Executive is removed as a director by the
Board or shareholders for reasons other than would constitute Cause, or (iv) the
Company,  without the consent of Executive,  materially breaches this Agreement,
Executive  notifies the Company in writing of the nature of such material breach
and the Company does not correct such  material  breach  within 30 calendar days
after its receipt of such notice.  The Company agrees that a material breach for
purposes of this provision  shall include (i) a change in Executive's  titles or
offices without his consent, (ii) the assignment of Executive of duties that are
materially  inconsistent with Executive's  position or the withdrawal of duties,
responsibilities or authority previously granted to Executive, (iii) a change in
Executive's  principal  work  location  by more than 25 miles  from  Birmingham,
Alabama  without  his  consent  (or more than 25 miles from any other  principal
location  previously  agreed to by  Executive),  (iv)  failure by the Company to
increase  Executive's  Base Salary in accordance with Section 3.1, or (v) at any
time following a Change of Control, the Company fails to maintain any benefit or
compensation plans in which the Executive was participating (or fails to provide
equivalent plans) or reduces the Executive's  benefits under any such plan as in
effect immediately prior to the Change of Control, or fails to provide Executive
with  fringe  benefits  or the  same  number  of  vacation  days to which he was
entitled  immediately  prior to the  Change  of  Control.  Executive's  right to
terminate his  employment  pursuant to this Section shall not be affected by his
incapacity due to physical or mental illness.

4.5.     Obligations of the Company Upon Termination.

4.5.1. Termination for Cause or Resignation Without Good Reason. If Executive is
terminated for Cause or if Executive  resigns from the Company prior to a Change
of  Control  without  Good  Reason  or  resigns  after one year from a Change in
Control  without Good Reason,  this Agreement  shall  terminate  without further
obligation to Executive  other than for the timely  payment of: (i)  Executive's
annual Base Salary through the date of termination to the extent not theretofore
paid,  any vested  Grant  Shares,  and any unpaid  Bonus to which  Executive  is
entitled,  on or  prior  to the  date  of  termination,  (ii)  any  compensation
previously deferred by Executive (together with any accrued interest or earnings
thereon) and accrued  vacation pay, and  reimbursable  expenses  incurred  under
Sections 3.10 and 3.11, in each case to the extent not theretofore paid (the sum
of the amounts  described in clauses (i) and (ii) shall be hereinafter  referred
to as the "Accrued  Obligations"),  which shall be paid to  Executive  within 30
days of the termination date.  Executive's  rights upon termination as described
in this section under savings, retirement or similar plans in which Executive is
a participant shall be governed by the terms of such plans.

4.5.2. Termination for Death or Permanent Disability.  If Executive's employment
is  terminated  by  the  Company  because  of  Executive's  death  or  Permanent
Disability,  this  Agreement  shall  terminate  without  further  obligation  to
Executive  other  than for the  timely  payment  to  Executive  or his estate or
beneficiary, as applicable, of (i) the Accrued Obligations,  (ii) the payment of
a Bonus for the current  fiscal year equal to the Bonus paid with respect to the
prior  fiscal year,  prorated  for the current  fiscal year based on the date of
termination,  and (iii)  payment to Executive of any amounts due pursuant to the
terms of any applicable savings and retirement plans and welfare benefit plans.

4.5.3.  Termination  by the Company for Other than Cause,  Death or  Disability;
Resignation  By  Executive  for Good Reason or Within One Year After a Change of
Control. If the Company terminates  Executive's employment for other than Cause,
death or  Permanent  Disability,  or if  Executive  resigns  for Good  Reason or
resigns  within one year after a Change of Control  without  Good  Reason,  this
Agreement shall terminate with the following  obligations owed by the Company to
Executive:  (i) the timely payment of Accrued Obligations,  and (ii) the payment
of a Bonus for the current  fiscal year equal to the Bonus paid with  respect to
the prior fiscal year, prorated for the current fiscal year based on the date of
termination,  and (iii) a "Severance  Payment" as provided herein. The Severance
Payment  shall be a lump sum cash payment  equal to the largest of the following
amounts:  (i) a sum equal to (A) $3,000,000 less all Base Salary paid or payable
through the date of termination,  plus (B) the "Bonus  Component" (as defined an
computed as set forth below),  (ii) the  severance  payment due to the Executive
under the Company's Severance Plan, and (iii) an amount equal to (A) three times
the  Executive's  current  Base  Salary  plus (B) the Bonus  Component.  For the
purposes of this Section, the Bonus Component shall be calculated as follows:


                  (i) if Executive's  employment  terminates on or after January
         1, 2003,  the Bonus  Component  shall be an amount equal to three times
         the average of the Bonus  payments  payable  for the past three  fiscal
         years;


                  (ii) if Executive's  employment  terminates after December 31,
         2000 and prior to  January  1, 2003,  the Bonus  Component  shall be an
         amount equal to three times the Bonus  payment  payable with respect to
         the fiscal year preceding the year in which employment terminates; and


                  (iii)  if  Executive's  employment  terminates  on  or  before
         December  31,  2000,  the Bonus  Component  shall be an amount equal to
         three times what the Bonus  Payment  would have been if  Executive  had
         been  employed  by the  Company  throughout  2000  and a Bonus  Payment
         (calculated  in  accordance  with  Section  3.2) had been  payable with
         respect to that year.




4.5.4.  Continuation of Benefits. If Executive's employment is terminated (i) by
the Company  without Cause,  (ii) by the Executive for Good Reason,  or (iii) at
anytime  within one year after a Change of Control  except for Cause,  Executive
shall  continue to  participate  in the  Company's  pension and welfare  benefit
plans, until the first anniversary of the termination of Executive's  employment
(the "Benefit Extension Period"); if Executive is not eligible to participate in
any such plan,  the Company  shall provide him with a  substantially  equivalent
benefit.  To the  extent a  benefit  cannot be  provided  under the terms of the
applicable  plan,  policy or program,  the Company  shall  provide a  comparable
benefit  under  another  plan  or  make  a cash  payment  of  equivalent  value.
Executive's  rights under such benefit plans during the Benefit Extension Period
will be on the same terms as if Executive's employment had continued through the
Benefit  Extension  Period,  except  that  Executive  shall  cease to accrue all
service for purposes of determining  his  entitlement to, and the amount of, his
pension benefits upon the Executive's  commencement of receipt of benefits under
any of the Company's pension plans and Executive's  rights under welfare benefit
plans  during the Benefit  Extension  Period  shall cease on any earlier date on
which  Executive  becomes  eligible  for  comparable  welfare  benefits  from  a
subsequent employer. Other than as provided in this Section,  Executive's vested
right to benefits  under the benefit plans and the amount of such benefits shall
be  determined  based on  Executive's  age and service as though he had remained
employed under this Agreement through the Benefit Extension Period. If under any
other agreement or plan Executive is entitled to more favorable  benefits,  or a
longer benefit  continuation  period,  than provided  hereby,  the terms of such
agreement or plan shall apply

4.5.5. Tax  Reimbursement.  (a) If any payment or benefit (within the meaning of
Section  280G(b)(2)  of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code")),  to the Executive or for his benefit paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise in connection
with, or arising out of, his employment  with the Company or a Change of Control
(a  "Payment"  or  "Payments"),  would be subject  to the excise tax  imposed by
Section  4999 of the Code or any  interest  or  penalties  are  incurred  by the
Executive  with respect to such excise tax (such excise tax,  together  with any
such interest and penalties,  are collectively referred to as the "Excise Tax"),
then the  Executive  will be  entitled  to  receive  an  additional  payment  (a
"Gross-Up  Payment").  The amount of the Gross  Payment  will be such that after
payment by the  Executive of all taxes  (including  any  interest or  penalties,
other than interest and penalties  imposed by reason of the Executive's  failure
to file timely a tax return or pay taxes shown due on his return,  imposed  with
respect to such taxes and the Excise Tax), including any Excise Tax imposed upon
the Gross-Up  Payment,  the Executive  retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.


     (b) An initial  determination  as to whether a Gross-Up Payment is required
pursuant to this Agreement and the amount of such Gross-Up Payment shall be made
by an accounting  firm selected by the Company and reasonably  acceptable to the
Executive,  which is designated as one of the five largest  accounting  firms in
the United States (the "Accounting Firm"). The Accounting Firm shall provide its
determination   (the   "Determination"),   together  with  detailed   supporting
calculations  and  documentation,  to the Company and the Executive  within five
days of the termination  date if applicable,  or such other time as requested by
the Company or by the Executive (provided the Executive reasonably believes that
any of the Payments may be subject to the Excise Tax) and if the Accounting Firm
determines  that no Excise  Tax is payable by the  Executive  with  respect to a
Payment or Payments,  it shall furnish the Executive with an opinion  reasonably
acceptable to the  Executive  that no Excise Tax will be imposed with respect to
any  such  Payment  or  Payments.  Within  ten  days  of  the  delivery  of  the
Determination  to the Executive,  the Executive  shall have the right to dispute
the Determination (the "Dispute").  The Gross-Up Payment,  if any, as determined
pursuant to this  Section  4.5.5  shall be paid by the Company to the  Executive
within  five days of the  receipt of the  Determination.  The  existence  of the
Dispute  shall  not in any way  affect  the  Executive's  right to  receive  the
Gross-Up Payment in accordance with the Determination. Upon the final resolution
of a Dispute,  the Company shall  promptly pay to the  Executive any  additional
amount required by such resolution.  If there is no Dispute,  the  Determination
shall be  binding,  final and  conclusive  upon the  Company  and the  Executive
subject to the application of subsection (c), below.


     (c)  Notwithstanding  anything contained in this Agreement to the contrary,
if according to the  Determination  an Excise Tax will be imposed on any Payment
or  Payments,  the  Company  shall  pay  to  the  applicable  government  taxing
authorities  as Excise  Tax  withholding,  the amount of the Excise Tax that the
Company has actually withheld from the Payment or Payments.

4.5.6.   Options and Restricted Stock Rights Upon Termination.


     (a) If Executive's  employment  terminates  under the provisions of Section
4.5.1,  any of  Executive's  Options  that are vested on or prior to the date of
termination  shall not be forfeited.  If Executive is terminated for Cause, such
vested  Options  may  be  exercised  by  Executive  or  by   Executive's   legal
representative  or  representatives  or the persons who become  entitled to such
property under  Executive's  will or under the laws of descent and  distribution
(referred to herein as "Executive's  Successors") at any time within the earlier
of the date on which such Options otherwise expire and one year from the date of
termination of employment, and if Executive resigns prior to a Change of Control
or within one year after a Change of Control  without Good  Reason,  such vested
Options may be  exercised by Executive  or  Executive's  Successors  at any time
within the earlier of the date on which such  Options  otherwise  expire and two
years from the date of  termination.  Any unvested Grant Shares or Options shall
be forfeited.


     (b) If Executive's  employment  terminates  under the provisions of Section
4.5.2,  all unvested Options shall vest immediately upon the date of termination
and all of the Executive's  unexercised Options may be exercised by Executive or
Executive's  Successors  at any time within one year of  termination.  All Grant
Shares  subject to  forfeiture  at the date of  termination  under Section 4.5.2
shall no longer be subject to  forfeiture  and shall be released to Executive or
Executive's estate.


     (c) If Executive's  employment  terminates  under the provisions of Section
4.5.3,  all unvested Options shall vest immediately upon the date of termination
and all of  Executive's  unexercised  Options may be  exercised  by Executive or
Executive's  Successors  at  any  time  within  five  years  from  the  date  of
termination.  All Grant Shares  subject to forfeiture at the date of termination
shall no longer be subject to forfeiture and shall be released to Executive.


     (d) The vesting and forfeiture, upon termination of Executive's employment,
of any restricted  stock or options owned by Executive under any Company plan or
agreement,  and the Executive's  rights under any other employee benefit plan or
agreement,  other than those under Sections 3.3 or 3.4 of this Agreement,  shall
be governed by the provisions of such plan or other agreement.

5.       Non-Competition; Confidentiality

5.1. Non-Competition;  Non-Solicitation of Customers. At no time during the Term
of  Executive's  employment by the Company or, if Executive is terminated  under
Section 4.5.3 and the Severance Payment is paid, for a period of 12 months after
termination of employment will Executive, directly or indirectly, alone or as an
employee,  independent  contractor or consultant of any type, partner,  officer,
director,  creditor,  owner,  substantial (i.e., 5.0% or greater) stockholder or
holder of any option or right to become a substantial stockholder in or owner of
an entity or organization, (i) engage in any business that competes with that of
the Company or any  subsidiary  of the  Company,  or (ii)  solicit or attempt to
divert  the  business  of any person or entity  that had been a customer  of the
Company  during the two years prior to  termination  of  Executive's  employment
under this  Agreement.  For the purpose of this  Section  5.1, (i) a business is
deemed to  "compete"  with the Company if such  company or other entity has more
than 25% of its sales in products  that compete with products then being sold by
the Company or any subsidiary,  or that will compete with products that are then
in  development  by the Company or any  subsidiary (as evidenced by the business
records of the Company or any  subsidiary)  for its most recent fiscal year then
concluded,  and (ii) to "solicit the business" of a customer or former  customer
of the Company  means to attempt to sell or otherwise  provide  products to such
customer  that  are  competitive  with  products  provided  by the  Company  (or
competitive  with products that are in development by the Company,  as described
above,  at the time of  termination  of  Executive's  employment).  If Executive
remains  employed  by the  Company  for  the  Base  Term,  this  non-competition
agreement  shall not be in effect as to the Executive  following  termination of
employment.

5.2. Confidentiality. Except as may be required by Executive's employment by the
Company, Executive will not, during his employment and for two years thereafter,
intentionally  divulge,  disclose or communicate  to any person,  corporation or
other entity any material and confidential  information concerning the products,
services or business of the Company, its subsidiaries, or affiliates. Subject to
the foregoing,  the information not to be disclosed includes  policies,  prices,
expenses,  other  financial  information,  contractual  relationships,  past  or
contemplated actions,  personnel matters, marketing or sales data and written or
oral communications or understandings of any sort of the Company or any customer
with which the Company does business.  This  nondisclosure  agreement  shall not
apply to (i) information that is generally available to the public,  unless made
public by Executive in breach of this Agreement or (ii)  disclosure by Executive
pursuant  to legal  requirement  or process (in which case  Executive  will give
prior notice to the Company, to the extent practicable,  so that the Company may
try to protect its interests).

5.3. Non-Solicitation of Employees.  Executive agrees that during his employment
by the Company and for one year following the  termination,  for any reason,  of
such employment,  he will not, either directly or indirectly,  on his own behalf
or in the service of or on behalf of others,  solicit,  divert or hire away,  or
attempt to  solicit,  divert or hire away any person  employed  by the  Company,
whether or not such employee is a full-time  employee or a temporary employee of
the  Company  and  whether  or not such  employment  is  pursuant  to a  written
agreement and whether or not such employment is for a determined period or is at
will.

6.       Indemnification


         (a) In  addition  to any  indemnification  required  by law,  under the
Certificate of Incorporation or bylaws of the Company, under a resolution of the
Board, under Company policy or under any other agreement between the Company and
Executive,  the Company shall  indemnify  and hold  Executive  harmless,  to the
fullest extent allowed by law, against:


                  (i) expenses,  including  attorneys' fees,  incurred by him in
connection with any threatened,  pending or completed action, suit or proceeding
(including appeals), whether or not brought by or on behalf of the Company or by
a third party,  and whether civil,  criminal,  administrative,  investigative or
arbitrative (a  "Proceeding"),  seeking to hold him liable by reason of the fact
that he is or was acting as an agent,  officer or other  employee of the Company
or as a director of the Company,  or he is or was acting in connection  with the
business of the Company, or he is or was acting at the request of the Company as
a  director,  officer,  partner,  trustee,  employee  or  agent  for  any  other
corporation,  partnership,  limited liability company,  joint venture,  trust or
other  enterprise,  or as a trustee or  administrator  under an employee benefit
plan, and


                  (ii)  payments  for which he is liable or under made by him in
satisfaction of any judgment, money decree, fine, tax, penalty or settlement for
which he may have  become  liable  with  respect  to such  capacity  in any such
Proceeding.


Such  amounts  due from the  Company  shall  include  interest  from the date of
payment by Executive (if paid by Executive) at the "prime rate" as most recently
reported in The Wall Street Journal (or a comparable  rate if publication of the
prime rate is  discontinued)  (the "Prime  Rate") on the date of such payment by
Executive  (or, if not  published  on such date,  the nearest date on which such
rate is published).  Notwithstanding  the above,  Executive shall be entitled to
indemnification  rights  equal  to any  more  favorable  rights  granted  to any
director or officer of the Company.


         (b) The  Company  shall have the burden of proving  that the Company is
not required to indemnify Executive under this Agreement.


         (c) At the request of Executive,  the Company  shall,  at the option of
Executive,  pay or advance to Executive the expenses incurred by him,  including
attorneys' fees in defending a Proceeding for which  indemnification  is claimed
in advance of final  disposition,  upon receipt of (i)  evidence of  Executive's
obligation  and (ii) if then required under the general  Corporation  Law of the
State of Delaware, an undertaking by or on behalf of the Executive to repay such
amount  unless it shall  ultimately  be  determined  that he is  entitled  to be
indemnified by the Company against such expenses.  The  undertaking  need not be
secured and shall be sufficient  without  reference to the financial  ability of
the Executive to make repayment.


         (d) Executive also shall be entitled to recovery of expenses, including
attorneys'  fees,  incurred in connection  with  enforcement of  indemnification
rights under this Agreement, plus interest from the date of payment at the Prime
Rate as most recently  reported in The Wall Street Journal (or a comparable rate
if publication of the prime rate is discontinued) on the date of such payment by
Executive  (or, if not  published  on such date,  the nearest date on which such
rate is published).


         (e) Within ten days after receipt of a claim for indemnification  under
this Agreement, accompanied by evidence of the liability or expense, the Company
shall pay the  indemnification  claim or cause it to be paid  unless the Company
claims that the indemnification  claim is not covered by this Agreement.  If the
Company  believes  that the  indemnification  claim is not  covered  it shall so
advise the Executive in writing within the ten day period.


         (f)  Executive  shall give  notice to the Company  promptly  and in any
event no later than ten days after  Executive is served with  written  notice of
any claim against  Executive  that may give rise to a claim for  indemnification
under  this  Agreement.  A copy of any  documents  which have been  served  upon
Executive shall  accompany such notice or, where this is not feasible,  shall be
delivered to the Company as soon as reasonably practicable thereafter.


         (g)  Subject to any rights of or duties to any  insurer,  reinsurer  or
other  third  party  having  liability  for any claim  made or  brought  against
Executive,  the Company shall have the right, at its option,  to assume,  at its
own expense,  the control of the defense  thereof,  including the  employment of
legal counsel reasonably satisfactory to Executive. If the Company exercises the
foregoing  right,  the  Executive  shall  cooperate  with the  Company  and make
available  to it all  information  under the  control of the  Executive  that is
relevant to the claim.  If the Company  decides  not to exercise  the  foregoing
right,  the  Executive,  at the request of the  Company,  shall keep the Company
reasonably apprised of the progress of the defense of the claim.


         (h) Nothing herein shall preclude Executive, at his sole discretion and
expense,  from  employing  legal counsel of his choosing to  participate  in the
defense of any claim made or brought  against him in  addition to legal  counsel
employed by the Company.


         (i) If the  Company  elects to assume  control  of the  defense  of any
claim,  the Company shall not settle or compromise the claim for or on behalf of
Executive without his written consent. However, if the Company receives an offer
of settlement  or  compromise  from the other party or parties to the claim in a
particular amount or obtains a commitment from such party or parties to accept a
compromise or settlement  in such amount if offered,  and if such  settlement or
compromise  requires  only  the  payment  of such  amount,  the  granting  of an
appropriate release of Executive or similar accommodation,  and no other relief,
and the  Executive  refuses to consent  thereto and elects to continue to defend
the claim, then the extent of the indemnity to which Executive shall be entitled
hereunder  shall be limited to such amount and the legal fees and expenses  that
Executive  would  have  been  entitled  to  receive  from  the  Company  if such
compromise or settlement has been accepted.

7.       Arbitration


         Any  controversy or claim arising out of or relating to this Agreement,
its enforcement or interpretation,  or because of an alleged breach,  default or
misrepresentation  in connection with any of its  provisions,  or any failure to
reach  agreement on the value of the Company's  stock as contemplated by Section
3.4.2, shall be submitted to arbitration to be held in Birmingham,  Alabama,  in
accordance with the American  Arbitration  Association's  National Rules for the
Resolution of Employment  Disputes.  All expenses of arbitration,  including the
arbitrator's fees and expenses, shall be paid entirely by the Company.

8.       Successors

8.1. This  Agreement is personal to Executive  and shall not,  without the prior
written consent of the Company be assignable by Executive.

8.2.  This  Agreement  shall  inure to the  benefit of and be  binding  upon the
Company and its  successors and assigns and any such successor or assignee shall
be deemed  substituted for the Company under the terms of this Agreement for all
purposes.  As used herein,  "successor" and "assignee" shall include any person,
firm, corporation or other entity which at any time, whether by purchase, merger
or  otherwise,  directly or  indirectly  acquires the stock of the Company or to
which the Company assigns this Agreement by operation of law or otherwise.

9.       Waiver


         No waiver  of any  breach of any term or  provision  of this  Agreement
shall be  construed  to be,  nor shall be, a waiver of any other  breach of this
Agreement.  No waiver shall be binding unless in writing and signed by the party
waiving the breach.

10.      Modification


         This  Agreement  may not be amended or  modified  other than by written
agreement executed by Executive and the Company,  with the approval of the Board
of Directors.

11.      Savings Clause


         If any provision of this Agreement or the  application  thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Agreement  which  can  be  given  effect  without  the  invalid   provisions  or
applications and to this end the provisions of this Agreement are declared to be
severable.

12.      Complete Agreement


         This Agreement  constitutes and contains the entire agreement and final
understanding  concerning  Executive's employment with the Company and the other
subject  matters  addressed  herein  between the parties.  It is intended by the
parties as a complete and exclusive  statement of the terms of their  agreement.
It supersedes and replaces all prior negotiations and all agreements proposed or
otherwise,  whether written or oral,  concerning the subject matter hereof.  Any
representation, promise or agreement not specifically included in this Agreement
shall not be binding upon or enforceable  against either party.  This is a fully
integrated agreement.

13.      Governing Law


         This  Agreement  shall be deemed to have been  executed  and  delivered
within the State of  Delaware,  and the rights and  obligations  of the  parties
hereunder  shall be construed and enforced in accordance  with, and governed by,
the laws of the State of Delaware  without  regard to  principles of conflict of
laws.

14.      Construction


         Each party has  cooperated  in the  drafting  and  preparation  of this
Agreement.  Hence, in any  construction  to be made of this Agreement,  the same
shall not be  construed  against  any party on the basis  that the party was the
drafter.  The captions of this Agreement are not part of the  provisions  hereof
and shall have no force or effect.  The term "including" is illustrative and not
exclusive.

15.      Communications


     All notices,  requests, demands and other communications hereunder shall be
in  writing  and shall be deemed to have been duly  given if  deliverable  or if
mailed by registered or certified mail, postage prepaid,  addressed to Executive
at the address  given by Executive to the Company for payroll and tax  reporting
purposes,  and addressed to the Company at:  Birmingham  Steel  Corporation,1000
Urban Center Drive, Suite 300, Birmingham,  Alabama 35242-2516,  ATTN: Corporate
Secretary


Either  party may change the address at which  notice  shall be given by written
notice in the above manner.

16.      Legal Fees and Expenses


         The Company shall pay all legal fees and expenses,  if any, incurred by
Executive in obtaining, enforcing, or defending any right or benefit provided by
this Agreement,  if successful in whole or in part  (including any  settlement),
and the  reasonable  legal fees  incurred by  Executive in  connection  with the
formation of this Agreement.

17.      Execution


         This Agreement is being executed in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. Photographic copies of such signed counterparts may
be used in lieu of the originals for any purpose.

18.      Survival


         The provisions of Sections 3.3(g),  3.4 (as modified by Section 4.5.6),
3.14,  3.15,  4.5,  and 5-18 of this  Agreement  shall  survive  termination  of
Executive's employment or termination of other obligations under this Agreement.




<PAGE>






         IN WITNESS THEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                         /s/  John D. Correnti
                         ---------------------
                              John D. Correnti


                         BIRMINGHAM STEEL CORPORATION

                    By:  /s/  James A. Todd, Jr.
                         -----------------------
                              James A. Todd, Jr.
                    Its:      Chief Administrative Officer

ATTEST

     By:  /s/  Catherine W. Pecher      
          ------------------------
               Catherine W. Pecher
               Corporate Secretary




[Corporate Seal]


<PAGE>


                                       A-1


                                  Exhibit A to Employment Agreement
                      Between Birmingham Steel Corporation and John D. Correnti


                            STOCK OPTION ADJUSTMENTS


     A.  Generally.  The Exercise  Price and the number of shares of purchasable
upon the  exercise of an Option are subject to  adjustment  from time to time as
provided in this Exhibit A as follows:


         (1)  If  there  shall  occur  any   extraordinary   dividend  or  other
extraordinary  distribution  in respect of the  shares  (whether  in the form of
cash, shares,  other securities,  or other property),  or any  recapitalization,
stock split (including a stock split in the form of a stock  dividend),  reverse
stock  split,  reorganization,  merger,  combination,  consolidation,  split-up,
spin-off, combination,  repurchase, or exchange of shares or other securities of
the  Company,  or there  shall  occur any other  fundamental  change or event in
respect of the shares or a sale of  substantially  all the assets of the Company
as an entirety, then the Company shall:


               (a) equitably and proportionately  adjust (i) the number and type
          of  shares  subject  to the  then  outstanding  Options,  and (ii) the
          Exercise Price of the Options; or


               (b)  in  the  case  of  an   extraordinary   dividend   or  other
          distribution,  split-up, or spin-off,  make an appropriate,  equitable
          provision  for  a  distribution   upon  exercise  of  the  Options  of
          equivalent value (in property, securities or cash) to the distribution
          to shareholders; or


               (c) in the case of a merger,  combination or other reorganization
          that the Company does not survive, or in a sale of assets, provide for
          the substitution or exchange of the Options (or the shares deliverable
          on exercise of the Options)  for a right to acquire the  consideration
          payable to holders of other  shares of the Company  upon or in respect
          of such event.


However,  in each case  described  in clauses (a) through  (c),  above,  no such
adjustment  shall  fail to  provide,  upon a merger or other  reorganization  or
similar  event of the type  described  above that the  Company  does not legally
survive,  for a conversion of the Options into a right to acquire  consideration
at least as favorable to  Executive  as that  distributed  or payable upon or in
respect of such event in respect of the number of shares as to which the Options
is or thereafter may be exercised, with appropriate, proportionate and equitable
adjustments to the Exercise Price and any other affected features.


If, in the case of any such  event,  the stock or other  securities  or property
receivable  thereupon by shareholders of the Company includes shares of stock or
other securities or property of or from an entity other than a successor legally
bound  hereby,  such other entity  shall  execute and deliver for the benefit of
Executive  an  agreement  to be bound  hereby,  together  with  such  additional
provisions to protect the interests of Executive as the Company shall reasonably
consider  necessary by reason of the  foregoing or as the Company may  otherwise
provide.


         (2) If Options are not exercised prior to a dissolution of the Company,
express  provision shall be made in the plan of dissolution or otherwise for the
substitution  or other  settlement  of such  Options for the payment of the fair
value  thereof,  or upon exercise,  for the payment of value  equivalent to that
paid in the  dissolution  to the  holders of a like number of shares as then are
subject to the Options.


         (3) Except as provided herein, adjustments under Section A(1) or (2) of
this Exhibit A shall become effective  immediately after the record date for the
determination  of  shareholders   entitled  to  receive  the  applicable  rights
contemplated thereby.


         (4) No adjustment in the Exercise  Price shall be required  unless such
adjustment  would require an increase or decrease of at least 1% of the Exercise
Price per share,  but any adjustments  that by reason of this subsection (4) are
not  required to be made shall be carried  forward and taken into account in any
subsequent adjustment.  All calculations under this Section A of Exhibit A shall
be made to the nearer  cent or to the nearer  one-hundredth  of a share,  as the
case may be. The Company  shall not be required to issue any  fractional  share,
but any fractional share interest shall be paid in cash equal to the fair market
value  of the  applicable  percentage  of a share  in lieu  thereof  or,  at the
Company's election, paid in a fractional or whole share.


         (5) The provisions of Section A(1) and (2) of this Exhibit A shall bind
Executive to the adjustments or substitutions  made by the Company in good faith
in accordance  with the terms hereof.  These  provisions also shall apply to any
successive recapitalization, reorganization or other change.





B.       Notices to Executive.


         (1)  Adjustments.  Upon any  adjustment  of the  Exercise  Price or the
number of shares  Executive  shall be entitled to purchase  upon exercise of the
Options  pursuant  to Section A of this  Exhibit A, the  Company  within 20 days
thereafter  shall (a) mail to Executive  (at the address  last  appearing on the
Company's  records for such  purposes) a  certificate  of a firm of  independent
public accountants of recognized  standing selected by the Board of Directors of
the Company (who may be the regular  auditors of the Company)  setting forth the
Exercise  Price  after such  adjustment  and the  adjusted  number of shares (or
fraction thereof)  purchasable upon exercise of the Options and setting forth in
reasonable  detail  the  method  of  calculation  and the facts  upon  which the
calculation is based.


         (2)      Distributions; Certain Major Events.  If:


               (a)  the  Company   shall   declare  a  dividend  (or  any  other
          distribution) payable to the holders of shares otherwise than in cash;
          or


               (b) the Company  shall  authorize  the granting to the holders of
          shares of rights to subscribe  for or purchase any shares of any class
          or of any other rights; or


               (c) the Company shall authorize any reclassification or change of
          the shares (other than a subdivision or combination of its outstanding
          shares),  or any  reclassification,  consolidation,  merger  or  other
          reorganization  to which the Company is a party and for which approval
          of any  shareholders  of the  Company  is  required,  or the  sale  or
          conveyance of all or substantially all the property or business of the
          Company; or


               (d)  there  shall  be  proposed  any  voluntary  or   involuntary
          dissolution, liquidation or winding up of the Company;then the Company
          shall cause to be mailed to Executive,  (at the address last appearing
          on the Company's records for such purposes), at least 20 days prior to
          the applicable record date or effective date hereinafter specified, by
          first class mail,  postage  prepaid,  a written notice stating (i) the
          date as of which the  holders  of record of shares to be  entitled  to
          receive  any  such  rights,   warrants  or  distribution   are  to  be
          determined, or (ii) the date on which any such consolidation,  merger,
          conveyance,  transfer,  dissolution,  liquidation  or  winding  up  is
          expected to become effective,  and the date as of which it is expected
          that holders of record of shares  shall be entitled to exchange  their
          shares for securities or other property, if any, deliverable upon such
          reclassification,  consolidation, merger, reorganization,  conveyance,
          transfer,  dissolution,  liquidation  or  winding  up.  If any  action
          referred to in this  subsection  B(2) requires the approval of holders
          of shares,  the Company shall cause notice of the proposed  action and
          the record date for the determination of holders of shares entitled to
          vote on such matter to be mailed to Executive  (at such  address),  at
          least 20 days prior to such record date, by first class mail,  postage
          prepaid.  The failure to give any notice  required by this  subsection
          B(2) or any defect  therein  shall not affect the legality of any such
          reclassification,  consolidation, merger, reorganization,  conveyance,
          transfer, dissolution, liquidation or winding up, or the vote upon any
          action,  but the  failure  to give any notice  will  extend the period
          during which the Options may be exercised by a like number of days and
          during  which the holder is  entitled to receive  securities  or other
          property, as the case may be, upon exercise of the Options.


<PAGE>

                                       B-1


                        Exhibit B to Employment Agreement


            Between Birmingham Steel Corporation and John D. Correnti


                           FORM OF EXERCISE OF OPTION


                  (To be executed upon each exercise of Option)


The undersigned hereby  irrevocably  elects to exercise the right,  evidenced by
the  Employment  Agreement  dated as of  _____,  ______  (the  "Agreement"),  to
purchase  _______  shares (the  "shares")  of common stock of  Birmingham  Steel
Corporation  and  herewith  tenders  payment in full for such shares as follows:
[check applicable box(es)]

     ----by  certified or official bank check payable to the order of Birmingham
Steel Corporation in the amount of $_______________
   
     ----by electronic funds transfer in the amount of $_______________

     ----by delivery of ____________  shares with a value of  $____________  per
share, or $____________ in the aggregate,  or options for ________ shares having
a value (as determined in accordance with such Agreement) of $__________

in accordance with the terms of the Agreement.

Executive requests that a certificate for such shares be registered to Executive
and delivered to:

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

If the number of shares for which  exercise  is made  hereby is less than all of
the shares  purchasable  under the Agreement,  Executive  represents that he has
made (and  authorizes  the  Company to  likewise  make)  notation of the partial
exercise and the date hereof on the Option Share Exercise  Record as provided by
the Agreement.


Dated:________________________


John D. Correnti



Insert Taxpayer I.D. No. of Executive




<PAGE>






ACCEPTED BY:


BIRMINGHAM STEEL CORPORATION                         Dated:  _________________


By:


Name:  ________________________


Title:    ________________________
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Exhibit 10.11.1


                        AMENDMENT TO EMPLOYMENT AGREEMENT





         This Amendment to Employment Agreement (the "Amendment") is made by and
between  Birmingham Steel Corporation,  a Delaware  corporation (the "Company"),
and John D. Correnti ("Executive") as of May 12, 2000.


         The Company and the Executive have entered into an Employment Agreement
(the  "Agreement")  dated May 12, 2000. The parties have determined that certain
amendments should be made to the Agreement as provided below.


                                   Provisions


         1. Effective  December 1, 1999,  Section 3.1 of the Agreement is hereby
amended to change the base rate of salary to $510,000  per year for each year of
the Term, subject to increase as provided in the Agreement.


          2. Section 3.2 of the  Agreement is hereby  amended in its entirety to
     read as follows:


                  "3.2 Annual Bonus. (a) Executive shall receive during the Term
         an annual bonus  ("Bonus") equal to one percent (1%) of "Base Earnings"
         for each fiscal year, or portion  thereof,  in the Term  (including the
         fiscal years in which the Term commences and in which it expires). Base
         Earnings shall be determined  from the Company's  audited  consolidated
         statement of operations  (the "Income  Statement") for such fiscal year
         and  shall be a sum  equal to (i) the  Company's  consolidated  pre-tax
         income plus, (ii) the total of all interest charges, (iii) the total of
         the depreciation and  amortization  charges,  and (iv) the total of all
         "Extraordinary   Charges",  all  as  shown  on  the  Income  Statement.
         "Extraordinary  Charges"  means all reserves and charges or accruals on
         the  Income  Statement  arising  from  extraordinary  items,   goodwill
         write-offs and other unusual items.


                  (b) The Bonus for each fiscal year (or portion thereof) in the
         Term shall be paid in a single payment not later than 30 days after the
         issuance  of the  Income  Statement  by the  Company's  auditors.  Such
         payment will consist of a combination of shares of the Company's common
         stock and cash,  with the cash  percentage  component  thereof being at
         least  equal to the sum of the  maximum  marginal  tax rates  under the
         Federal and Alabama income tax laws as in effect at the time of payment
         (currently  39.6%  and 5%,  respectively,  or a total  of  44.6%).  For
         purposes of determining  the amount of said payment,  the shares of the
         Company's  stock  will be  valued  based  on the  closing  price of the
         Company's common stock on the date that the  Compensation  Committee of
         the Board of  Directors  of the Company  approves  payment of the bonus
         based on the formula described in subparagraph (a) above. The shares of
         the Company's stock issued pursuant to this Section will be immediately
         fully vested and  transferable  and will, upon issuance,  be fully paid
         and nonassessable and free from all taxes (other than withholding taxes
         on income and  wages),  liens,  charges  and  security  interests  with
         respect to the issue  thereof.  The Company will in good faith,  and as
         expeditiously  as  possible,  take all action which may be necessary to
         obtain and keep effective any and all registrations,  permits, consents
         and approvals of governmental  agencies and authorities,  and will make
         any and all necessary  filings under Federal and State securities laws,
         or of  exchanges  or similar  markets  on which the shares are  listed,
         necessary in connection  with the issuance,  transfer,  and delivery of
         the shares.


                  (c) The  Bonus  shall be in lieu of any other  cash  incentive
         compensation   program   offered  by  the  Company  to  its  management
         employees,  unless  otherwise  provided by the Board or as specifically
         provided in this Agreement."


         3.   Section 3.3(e) of the Agreement is hereby deleted.


          4. The vesting schedule contained in Section 3.4.3 of the Agreement is
     hereby amended to read as follows:


                           Date                      Number of Options Vesting


                     January 14, 2001                          200,000


                     January 14, 2002                          200,000


                     January 14, 2003                          200,000


                     January 14, 2004                          200,000


                     January 14, 2005                          200,000


          5. Section 3.4.9 of the Agreement is hereby amended in its entirety to
     read as follows:


                  "3.4.9.  Company  Incentive  Stock  Option  Plan.  The options
         issued under this Section 3.4 will be "incentive  stock options" to the
         extent permitted under the Internal Revenue Code. Except as provided in
         this  Agreement,  unless  provided  by the  Board  or  the  appropriate
         committee  of the Board,  during  the  Initial  Term of the  Agreement,
         Executive  shall  not be  eligible  to  participate  in  the  Company's
         incentive  stock  option  plans   applicable  to  executive   employees
         generally.  After the Initial Term,  Executive shall participate in any
         such plan applicable to senior executives generally."


         6.  Section 3.5 of the Agreement is hereby deleted.

          7.  Section  16 of the  Agreement  is hereby  amended  by  adding  the
     following at the conclusion thereof:


         "The Company shall pay the reasonable  legal fees incurred by Executive
         in connection with any amendment to the Agreement."


         8.  The remaining provisions of the Agreement will remain unchanged.


         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first above written.
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