Exhibit
      4.2

     

    EXECUTION
      COPY

     

    FOURTH
      SUPPLEMENTAL INDENTURE

     

    THIS
      FOURTH SUPPLEMENTAL INDENTURE, dated as of June 2, 2008 (this “Fourth
      Supplemental Indenture”), is by and between NUCOR CORPORATION, a corporation
      duly organized and existing under the laws of the State of Delaware (hereinafter
      called the “Company”), and THE BANK OF NEW YORK, a New York banking corporation
      authorized to accept and execute trusts, as trustee (the
“Trustee”).

     

    WITNESSETH

     

    WHEREAS,
      pursuant to the Indenture dated as of January 12, 1999 between the Company
      and the Trustee (the “Original Indenture”), the Company may from time to time
      issue and sell Debt Securities in one or more series, bearing such rates of
      interest, if any, maturing at such time or times and having such other
      provisions as shall be fixed as hereinafter provided;

     

    WHEREAS,
      the Company deems it advisable and in its best interests to issue and sell
      $250,000,000 aggregate principal amount of its 5.000% Senior Notes due June
      1,
      2013 (the “Notes due 2013”) and $500,000,000 aggregate principal amount of its
      5.850% Senior Notes due June 1, 2018 (the “Notes due 2018” and together with the
      Notes due 2013, the “Notes”);

     

    WHEREAS,
      the Company has duly authorized the execution and delivery of an indenture
      in
      the form of this Fourth Supplemental Indenture in order to establish the form
      and terms of, and to provide for the creation and issuance of, the Notes, and
      all things necessary to make this Fourth Supplemental Indenture a legal, binding
      and enforceable agreement, have been done and performed;

     

    WHEREAS,
      all things necessary to make the Notes, when executed by the Company and
      authenticated and delivered by the Trustee or any Authenticating Agent and
      issued upon the terms and subject to the conditions of the Indenture against
      payment therefore, the valid, binding and legal obligations of the Company;
      

     

    NOW,
      THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH that in consideration
      of the promises and of the acceptance and purchase of the Notes by the Holders
      thereof, the Company covenants and agrees with the Trustee, for the benefit
      of
      all the present and future holders of the Notes, as follows:

     

    Section
      1. Definitions. Terms used in this Fourth Supplemental Indenture and not defined
      herein shall have the respective meanings given such terms in the Original
      Indenture. As used in this Fourth Supplemental Indenture, the following terms
      shall have the meanings indicated below:

     

    “Adjusted
      Treasury Rate” means, with respect to any redemption date, the rate per annum
      equal to the semiannual equivalent yield to maturity of the Comparable Treasury
      Issue, assuming a price for the Comparable Treasury Issue (expressed as a
      percentage of its principal amount) equal to the Comparable Treasury Price
      for
      such redemption date, plus 0.30% in the case of the Notes due 2013 and 0.30%
      in
      the case of the Notes due 2018.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Business
      Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
      day on which banking institutions or trust companies in The City of New York
      (or
      other city in which the corporate trust office of the Trustee is located) are
      authorized by law, regulation or executive order to close.

     

    “Change
      of Control” means the occurrence of any of the following: (a) the
      consummation of any transaction (including, without limitation, any merger
      or
      consolidation) resulting in any “person” (as that term is used in Section
      13(d)(3) of the Exchange Act) (other than the Company or one of its
      subsidiaries) becoming the beneficial owner (as defined in Rules 13d-3 and
      13d-5
      under the Exchange Act), directly or indirectly, of more than 50% of the Voting
      Stock of the Company or other voting stock into which Voting Stock of the
      Company is reclassified, consolidated, exchanged or changed, measured by voting
      power rather than the number of shares; (b) the direct or indirect sale,
      transfer, conveyance or other disposition (other than by way of merger or
      consolidation), in a transaction or a series of related transactions, of all
      or
      substantially all of the assets of the Company and the assets of its
      subsidiaries, taken as a whole, to one or more “persons” (as that term is used
      in Section 13(d)(3) of the Exchange Act) (other than the Company or one of
      its
      subsidiaries); or (c) the first day on which a majority of the members of
      the Board of Directors of the Company are not Continuing Directors.
      Notwithstanding the foregoing, a transaction shall not be considered a Change
      of
      Control if (a) the Company becomes a direct or indirect wholly-owned
      subsidiary of a holding company and (b)(y) immediately following that
      transaction, the direct or indirect holders of the Voting Stock of the holding
      company are substantially the same as the holders of Voting Stock of the Company
      immediately prior to that transaction or (z) immediately following that
      transaction no person is the beneficial owner, directly or indirectly, of more
      than 50% of the Voting Stock of the holding company.

     

    “Change
      of Control Triggering Event” means the occurrence of both a Change of Control
      and a Rating Event.

     

    “Comparable
      Treasury Issue” means, the United States Treasury security selected by the
      Company’s choice of Banc of America Securities LLC, Citigroup Global Markets
      Inc. or J.P. Morgan Securities Inc., and its successors, or, if such firm is
      unwilling or unable to select the applicable Comparable Treasury Issue, another
      Reference Treasury Dealer, as having a maturity comparable to the remaining
      term
      of the Notes to be redeemed that would be utilized, at the time of selection
      and
      in accordance with customary financial practice, in pricing new issues of
      corporate debt securities of comparable maturity to the remaining term of the
      Notes to be redeemed.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Comparable
      Treasury Price” means, with respect to any redemption date, the average of the
      Reference Treasury Dealer Quotations (as defined below) for that redemption
      date.

     

    “Continuing
      Directors” means, as of any date of determination, any member of our Board of
      Directors who (a) was a member of the Board of Directors on the date the
      Notes were issued or (b) was nominated for election, elected or appointed
      to the Board of Directors with the approval of a majority of the continuing
      directors who were members of the Board of Directors at the time of such
      nomination, election or appointment (either by a specific vote or by approval
      of
      the proxy statement of the Company in which such member was named as a nominee
      for election as a director, without objection to such nomination).

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Fourth
      Supplemental Indenture” means this Fourth Supplemental Indenture between the
      Company and the Trustee, as amended and supplemented from time to
      time.

     

    “Global
      Note” means a Note issued in global form and deposited with or on behalf of the
      Depositary, substantially in the form of the Note attached hereto as Exhibit
      A
      or B.

     

    “Investment
      Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
      Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment
      grade credit rating from any replacement rating agency or rating agencies
      selected by the Company.

     

    “Moody’s”
      means Moody’s Investors Service, Inc.

     

    “Rating
      Agencies” means (a) each of Moody’s and S&P; and (b) if either
      Moody’s or S&P ceases to rate the Notes or fails to make a rating of the
      Notes publicly available for reasons outside of the control of the Company,
      a
“nationally recognized statistical rating organization” (within the meaning of
      Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the Company as
      a
      replacement rating agency for a former rating agency.

     

    “Rating
      Event” means the rating on the Notes is lowered by each of the Rating Agencies
      and the Notes are rated below an Investment Grate Rating by each of the Rating
      Agencies on any day within the 60-day period (which 60-day period shall be
      extended so long as the rating of the Notes is under publicly announced
      consideration for a possible downgrade by any of the Rating Agencies) after
      the
      earlier of (a) the occurrence of a Change of Control and (b) public
      notice of the particular Change of Control or the Company’s intention to effect
      a Change of Control.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Reference
      Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
      Markets Inc. and J.P. Morgan Securities Inc., and their respective successors,
      and two other primary U.S. government securities dealers in New York City
      selected by the Company (each, a “Primary Treasury Dealer”); provided however,
      that if any of the foregoing shall cease to be a Primary Treasury Dealer or
      is
      no longer quoting prices for United States Treasury securities, the Company
      will
      substitute another Primary Treasury Dealer.

     

    “Reference
      Treasury Dealer Quotations” means, with respect to each Reference Treasury
      Dealer and any redemption date, the average, as determined by the Trustee,
      of
      the bid and asked prices for the Comparable Treasury Issue (expressed in each
      case as a percentage of its principal amount) quoted in writing to the Trustee
      by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
      third
      Business Day preceding the redemption date.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc.

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Voting
      Stock” means, with respect to any specified person (as that term is used in
      Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of
      such
      person that is at the time entitled to vote generally in the election of the
      board of directors of such person.

     

    Section
      2. Form, Denomination and Registration of the Notes.

     

    The
      Company will issue the Notes only in registered form, without interest coupons.
      The Notes initially will be issued in minimum denominations of $2,000 and
      integral multiples of $1,000 in excess thereof.

     

    The
      Notes
      and the Trustee’s certificate of authentication thereon shall be in the form set
      forth in Exhibit A or B hereto. The Notes shall have such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted hereby and by the Original Indenture and may have such letters,
      numbers or other marks of identification and such legends or endorsements placed
      thereon as may be required to comply with the rules of any securities exchange,
      The Depository Trust Company (“DTC”), any organizational document or governing
      instrument or applicable law or as may, consistently herewith, be determined
      by
      the officers executing such Notes, as evidenced by their execution of the Notes.
      Each Global Note shall represent such of the outstanding Notes as shall be
      specified therein and each shall provide that it shall represent the aggregate
      principal amount of outstanding Notes from time to time endorsed thereon. Any
      portion of the text of any Note may be set forth on the reverse thereof, with
      an
      appropriate reference thereto on the face of the Note.

     

    The
      Notes
      will be in book-entry form represented by one or more Global Notes in registered
      form without interest coupons, which will be deposited with the Trustee, as
      custodian for DTC, and registered in the name of DTC or its nominee. DTC shall
      be the Depositary with respect to the Notes.

     

    
      
         

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    The
      aggregate principal amount of the Global Notes may from time to time be
      increased or decreased by adjustments made on the records of the Trustee, as
      custodian for the Depositary or its nominee, as hereinafter
      provided.

     

    Global
      Notes may be exchanged for definitive Notes in registered, certificated form
      without interest coupons only in accordance with the provisions of the Original
      Indenture. All Notes in registered, certificated form shall bear and be subject
      to the applicable restrictive legend set forth on Exhibit A or B to this Fourth
      Supplemental Indenture unless the Company determines otherwise in accordance
      with applicable law.

     

    Section
      3. Issue, Execution and Authentication. The aggregate principal amount of the
      Notes due 2013 to be issued by the Company and authenticated and delivered
      under
      this Fourth Supplemental Indenture is $250,000,000 and the aggregate principal
      amount of the Notes due 2018 to be issued by the Company and authenticated
      and
      delivered under this Fourth Supplemental Indenture is $500,000,000 (in each
      case, subject to increases or decreases from time to time by adjustments made
      on
      the records of the Trustee, as custodian for DTC or its nominee, pursuant to
      instructions from the Company, in accordance with the Original Indenture).
      Notwithstanding the foregoing, the Company may reopen these series of Notes
      and
      issue additional notes by Board Resolution without the consent of or
      notification to any Holder, and any such additional notes will have the same
      ranking, interest rate, maturity date, redemption rights and other terms as
      the
      applicable series of Notes. Any such additional notes, together with the
      applicable series of Notes, will be consolidated with and constitute a single
      series of Debt Securities under the Indenture.

     

    Section
      4. Principal and Interest Payments; Maturity Date. (a) The Notes due 2013 shall
      bear interest at the rate of 5.000% and the Notes due 2018 shall bear interest
      at the rate of 5.850%, in each case computed based on a 360-day year consisting
      of twelve 30-day months, from the date of issuance. Interest on the Notes will
      accrue from the date of issuance and will be payable semi-annually in arrears
      on
      June 1 and December 1 of each year, commencing December 1, 2008, to the
      registered holders of the Notes on the preceding May 15 and November 15,
      respectively. The principal amount of the Notes, together with all accrued,
      but
      unpaid interest shall be due and payable in full without further notice or
      demand on June 1, 2013 and June 1, 2018, respectively
      (each, a “Maturity Date”).

     

    (b) Principal
      of and premium, if any, and interest on the Notes initially will be payable,
      subject with respect to Global Notes to compliance with DTC’s customary
      procedures, by wire transfer of immediately available funds to the accounts
      specified by the registered holder of the Notes or, if no account is specified,
      by mailing a check to each such holder’s registered address. The Notes will be
      exchangeable and transfers of the Notes will be registrable, subject to the
      limitations provided in the Indenture, at the principal corporate trust office
      of the Trustee in New York, New York.

     

    (c) If
      any
      interest payment date, stated maturity date or earlier redemption date falls
      on
      a day other than a Business Day, then the required payment of principal of
      and
      premium, if any, and interest may be made on the next succeeding Business Day,
      as if it were made on the date payment was due, and no interest will accrue
      on
      the amount so payable for the period from and after that interest payment date,
      the stated maturity date or earlier redemption date, as the case may be. The
      Notes will not have the benefit of a sinking fund.

     

    
      
         

        


        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Section
      5. Optional Redemption. (a) The Notes will be redeemable, in whole or in part
      at
      any time and from time to time, at the Company’s option, at a redemption price
      equal to the greater of:

     

    
      	 	
              ·

            	
              100%
                of the principal amount of the Notes to be redeemed; or
                

            


    

     

    
      	 	
              ·

            	
              the
                sum of the present values of the remaining scheduled payments of
                principal
                and interest on the Notes to be redeemed (not including the portion
                of any
                payments of interest accrued to the redemption date) discounted to
                the
                redemption date on a semi-annual basis (assuming a 360-day year consisting
                of twelve 30-day months) at the Adjusted Treasury Rate (determined
                on the
                third Business Day preceding the redemption date),
                

            


    

     

    plus,
      in
      each case, accrued and unpaid interest thereon to the redemption
      date.

     

    (b) Notice
      of
      any redemption will be mailed at least 30 days but no more than 90 days before
      the redemption date to each holder of the Notes to be redeemed. The notice
      of
      redemption for the Notes will state, among other things, the amount of Notes
      to
      be redeemed, the redemption date, the redemption price and the place or places
      that payment will be made upon presentation and surrender of Notes to be
      redeemed. If the Company redeems less than all of the Notes, the Trustee will
      select the particular Notes to be redeemed pro rata, by lot, or by another
      method the Trustee deems fair and appropriate. Unless the Company defaults
      in
      payment of the redemption price, interest will cease to accrue on the Notes
      or
      portions thereof called for redemption on and after the redemption
      date.

     

    Section
      6. Change of Control Offer to Purchase. (a) If a Change of Control Triggering
      Event occurs, holders of Notes may require the Company to repurchase all of
      any
      part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
      of
      their Notes at a purchase price of 101% of the principal amount, plus accrued
      and unpaid interest, if any, on such Notes to the date of purchase (unless
      a
      notice of redemption has been mailed within 30 days after such Change of Control
      Triggering Event stating that all of the Notes will be redeemed as described
      above). The Company shall be required to mail to holders of the Notes a notice
      describing the transaction or transactions constituting the Change of Control
      Triggering Event and offering to repurchase the Notes. The notice must be mailed
      within 30 days after any Change of Control Triggering Event, and the repurchase
      must occur no earlier than 30 days and no later than 60 days after the date
      the
      notice is mailed.

     

    (b) On
      the
      date specified for repurchase of the Notes, the Company shall, to the extent
      lawful:

     

    (i) accept
      for payment all properly tendered Notes or portions of Notes;

     

    
      
         

        


        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (ii) deposit
      with the paying agent the required payment for all properly tendered Notes
      or
      portions of Notes; and

     

    (iii) deliver
      to the Trustee the repurchased Notes, accompanied by an Officers’ Certificate
      stating, among other things, the aggregate principal amount of repurchased
      Notes.

     

    (c) The
      Company shall comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations applicable to the repurchase
      of
      the Notes. To the extent that these requirements conflict with the provisions
      requiring repurchases of the Notes, the Company shall comply with such
      requirements instead of the repurchase provisions and shall not be considered
      to
      have breached its obligations with respect to repurchasing the Notes.
      Additionally, if an Event of Default exists under the Indenture (which is
      unrelated to the repurchase provisions of the Notes), including events of
      default arising with respect to other issues of debt securities, the Company
      shall not be required to repurchase the Notes notwithstanding these repurchase
      provisions.

     

    (d) The
      Company shall not be required to comply with the obligations relating to
      repurchasing the Notes if a third party instead satisfies all such
      obligations.

     

    Section
      7. Events of Default. With respect to the Notes only, 

     

    (a) Section
      7.01(a) of the Original Indenture is hereby amended by replacing “ten days”
with “fifteen days”; and 

     

    (b) Section
      7.01(b) of the Original Indenture is hereby amended and restated as follows:
      “default in the payment of the principal of or premium, if any, on any of the
      debt Securities of such series, as and when the same shall become due and
      payable (subject to subsection (c) below) either at maturity, upon redemption,
      by declaration or otherwise; or”

     

    Section
      8. Applicability of Reports by Company. For purposes of this Fourth Supplemental
      Indenture, to the extent information, documents or reports are required to
      be
      filed with the SEC and delivered to the Trustee or the holders of the Notes,
      the
      availability of such information, documents or reports on the SEC’s Electronic
      Data Gathering Analysis and Retrieval (“EDGAR”) system or the Company’s website
      shall be deemed to have satisfied such delivery requirements to the Trustee
      or
      the holders of the Notes, as applicable.

     

    Section
      9. Miscellaneous. The provisions of this Fourth Supplemental Indenture are
      intended to supplement those of the Original Indenture as in effect immediately
      prior to the execution and delivery hereof. The Original Indenture shall remain
      in full force and effect except to the extent that the provisions of the
      Original Indenture are expressly modified by the terms of this Fourth
      Supplemental Indenture.

     

    Section
      10. Governing Law. This Fourth Supplemental Indenture and the Notes shall be
      governed by and construed in accordance with the laws of the State of New York
      without regard to principles of conflicts of laws.

     

    Section
      11. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals
      contained herein shall be taken as statements of the Company, and the Trustee
      assumes no responsibility for their correctness. The Trustee makes no
      representations as to the validity or sufficiency of this Fourth Supplemental
      Indenture or of the Notes other than with respect to the Trustee’s
      authentication and execution. The Trustee shall not be accountable for the
      use
      or application by the Company of the Notes or the proceeds thereof.

     

    
      
         

        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Section
      12. Counterparts. This Fourth Supplemental Indenture may be executed in any
      number of counterparts, each of which shall be deemed to be an original for
      all
      purposes; and all such counterparts shall together constitute but one and the
      same instrument.

     

    [signatures
      on the following page]

     

    
      
         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
      Indenture to be duly executed and delivered, all as of the day and year above
      written.

     

    
      	 	
              NUCOR
                CORPORATION 

            
	 	 	 
	 	
              By:

            	
              /s/
                James D. Frias

            
	 	
              Vice
                President and Corporate Controller

            
	
              Attest:

            	 
	 	 	 
	
              By:

            	
              /s/
                A. Rae Eagle

            	 
	
              Secretary
                

            	 
	 	 
	 	
              THE
                BANK OF NEW YORK, as Trustee 

            
	 	 	 
	 	
              By:

            	
              /s/
                Carlos R. Luciano

            
	 	
              Name:
                Carlos R. Luciano

            
	 	
              Title:
                Vice President

            


    

     

    
      
         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Exhibit
      A


     

    FORM
      OF
      GLOBAL NOTE DUE
      2013

     

    [FACE
      OF
      THE NOTE]

     

    THIS
      SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
      DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
      DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
      NAME
      OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
      THAN AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
      OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
      BY
      THE DEPOSITARY OR SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY
      BE
      REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NUCOR CORPORATION OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN SUCH
      OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
      PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS
      THE
      REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Nucor
      Corporation

     

    5.000%
      Notes due June 1, 2013

     

    N-                                                                                                                                         &#

160;                  CUSIP
      670346AJ4

     

    $

     

    Issue
      Date: June 2, 2008

     

    NUCOR
      CORPORATION, a Delaware corporation (the “Company”, which term includes any
      successor under the Indenture hereinafter referred to), for value received,
      promises to pay to Cede & Co., or its registered assigns, the principal sum
      of Two Hundred and Fifty Million Dollars ($250,000,000) on June 1, 2013. The
      5.000% Notes due June
      1,
      2013 are herein referred to as the “Notes”.

     

    Interest
      Payment Dates: June 1 and December 1, commencing December 1, 2008.

     

    Record
      Dates: May 15 and
      November 15.

     

    Reference
      is hereby made to the further provisions of this Note set forth on the reverse
      hereof, which further provisions shall for all purposes have the same effect
      as
      if set forth at this place.

     

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officers.

     

    
      	
              Date:

            	           
              	 	
              NUCOR
                CORPORATION,

            
	 	
              as
                Issuer 

            
	 	 
	 	 
	 	
              James
                D. Frias 

            
	 	
              Vice
                President and Controller

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Trustee’s
      Certificate of Authentication

     

    This
      5.000% Notes due June
      1,
      2013 is one of the series of Debt Securities referred to in the within-mentioned
      Indenture.

     

    
      
        	
                Date:
                  

              	                 
                 	 	
                THE
                  BANK OF NEW YORK, 

              
	 	
                as
                  Trustee 

              
	 	 
	 	 
	 	
                By:

              	   

	 	
                Authorized
                  Signatory

              

 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [REVERSE
      SIDE OF NOTE]

     

    NUCOR
      CORPORATION

     

    5.000%
      Notes due June 1, 2013 

     

    Principal
      and Interest. The Company will pay the principal of this Note on June 1,
      2013.

     

    The
      Company promises to pay interest on the principal amount of this Note on each
      Interest Payment Date indicated on the face of this Note (each an “Interest
      Payment Date”), as set forth below, at the rate per annum shown
      above.

     

    Interest
      will be payable semiannually in arrears on each Interest Payment Date,
      commencing December 1, 2008.

     

    Interest
      on the Notes will accrue from the most recent date to which interest has been
      paid or, if no interest has been paid, from June 2, 2008; provided that, if
      there is no existing default in the payment of interest and if this Note is
      authenticated between a regular Record Date as indicated on the face of this
      Note (each a “Record Date”) referred to on the face hereof and the next
      succeeding Interest Payment Date, interest shall accrue from such Interest
      Payment Date. Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

     

    The
      Company shall pay interest on overdue principal and premium and interest on
      overdue installments of interest, to the extent lawful, at the rate borne by
      the
      Notes.

     

    Method
      of
      Payment. The Company will pay interest (except as provided pursuant to Article
      Seven of the Indenture with respect to defaulted interest and interest) on
      the
      principal amount of the Notes as provided above on each June 1 and December
      1 to
      the Persons who are Holders (as reflected in the Debt Security register at
      the
      close of business on the May 15 and
      November 15 next preceding the applicable Interest Payment Date), even if such
      Notes are cancelled after such Record Date and on or before such Interest
      Payment Date. On and after the redemption or repurchase of any of the Notes
      by
      the Company, interest, if any, shall cease to accrue on the Notes, or portion
      thereof, subject to redemption or repurchase. With respect to the payment of
      principal, the Company will make payment to the Holder that surrenders this
      Note
      to the paying agent with respect to the Notes (a “Paying Agent”) on or after
      June 1, 2013.

     

    Principal
      of and premium, if any, and interest on the Notes initially will be payable,
      subject with respect to Global Notes in compliance with The Depository Trust
      Company’s (“DTC”) customary procedures, by wire transfer of immediately
      available funds to the accounts specified by the registered Holder of the Notes
      or, if no account is specified, by mailing a check to each such Holder’s
      registered address. The Notes will be exchangeable and transfers of the Notes
      will be registrable, subject to the limitations provided in the Indenture (as
      defined below), at the principal corporate trust office of the Trustee (as
      defined below) in New York, New York.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      any
      Interest Payment Date, stated maturity date or earlier redemption date falls
      on
      a Saturday, a Sunday, or a day on which banking institutions are authorized
      by
      law to close, then the required payment of principal of and premium, if any,
      and
      interest may be made on the next succeeding day not a Saturday, a Sunday or
      a
      day on which banking institutions are authorized by law to close, as if it
      were
      made on the date payment was due, and no interest will accrue on the amount
      so
      payable for the period from and after that interest payment date, the stated
      maturity date or earlier redemption date, as the case may be.

     

    All
      payments made in respect of the Notes are to be made in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts.

     

    Paying
      Agent and Registrar. Initially, the Trustee will act as authenticating agent,
      Paying Agent and Registrar with respect to the Notes (the “Registrar”). The
      Company may change any authenticating agent, Paying Agent or Registrar without
      notice. The Company, any Subsidiary or any affiliate of any of them may act
      as
      Paying Agent, Registrar or co-Registrar.

     

    Indenture;
      Limitations. The Company issued the Notes under an Indenture dated as of
      January 12, 1999 (the “Original Indenture”), as supplemented by the Fourth
      Supplemental Indenture dated June 2, 2008 (the “Fourth Supplemental Indenture”
and together with the Original Indenture, the “Indenture”), between the Company
      and The Bank of New York, as trustee (the “Trustee”). Capitalized terms herein
      are used as defined in the Indenture unless otherwise indicated. Reference
      is
      made to the Indenture and the Trust Indenture Act of 1939 (the “Trust Indenture
      Act”) for a full, complete and detailed statement of the purposes for which the
      Notes are issued, the terms on which the Notes are issued and the terms,
      provisions and conditions governing payment of the Notes and the provisions,
      among others, with respect to the nature and extent of the rights, duties and
      obligations of the Trustee, the Paying Agent, the Registrar, the authenticating
      agent, Holders and the Company. The Holder of this Note, by acceptance of this
      Note, is deemed to have agreed and consented to the terms and provisions of
      the
      Indenture. The terms of the Notes include those stated in the Indenture and
      those made part of the Indenture by reference to the Trust Indenture Act. The
      Notes are subject to all such terms, and Holders are referred to the Indenture
      and the Trust Indenture Act for a statement of all such terms.

     

    The
      Notes
      are general unsecured obligations of the Company. This Note is not secured
      by
      any collateral, including assets of the Company or any of its Subsidiaries.
      The
      Fourth Supplemental Indenture establishes the original aggregate principal
      amount of the Notes at $250,000,000, all of which were issued by the Company
      on
      the Issue Date indicated on the face of this Note, and this Note shall represent
      the aggregate principal amount of such outstanding Notes from time to time
      endorsed thereon pursuant to the Indenture. The aggregate principal amount
      of
      outstanding Notes represented hereby may from time to time by increased or
      decreased by adjustments made on the records of the Trustee, as custodian for
      the Depositary or its nominee, as provided in the Fourth Supplemental
      Indenture.

     

    Optional
      Redemption. The Notes will be redeemable, at the Company’s option, in whole or
      in part, at any time and from time to time in accordance with the provisions
      set
      forth in the Indenture at a redemption price equal to the greater of (i) 100%
      of
      the principal amount of such Notes to be redeemed or (ii) the sum of the
      present values of the remaining scheduled payments of principal and interest
      on
      such Notes to be redeemed (not including the portion of any such payments of
      interest accrued to the redemption date) discounted to the redemption date
      on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
      at the Adjusted Treasury Rate (determined on the third Business Day preceding
      such redemption date), plus, in each case, accrued and unpaid interest thereon
      to the redemption date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Change
      of
      Control Offer to Purchase. Upon a Change of Control Triggering Event, the
      Company shall be required to make an offer to purchase the Notes on the terms
      set forth in the Fourth Supplemental Indenture.

     

    Denominations;
      Transfer; Exchange. The Notes are in registered form without coupons in minimum
      denominations of $2,000 of principal amount and integral multiples of $1,000
      in
      excess thereof. The transfer or exchange of Notes may be registered and the
      Notes may be exchanged in accordance with the Indenture. The Registrar may
      require a Holder, among other things, to furnish appropriate endorsements and
      transfer documents and to pay any taxes, fees and/or other governmental charges
      required by law or permitted by the Indenture. The Registrar need not register
      the transfer or exchange of any Notes selected for redemption. Also, it need
      not
      register the transfer or exchange of any Notes for a period of 15 days before
      the day of the mailing of a notice of redemption of Notes selected for
      redemption.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      Notes will be issued only in registered form and initially will be represented
      by one or more Global Notes registered in the name of a nominee of DTC.
      Beneficial interests in the Notes will be shown on, and transfers thereof will
      be effected only through, the records maintained by DTC participants. Except
      for
      the limited circumstances described in the Indenture, owners of beneficial
      interests in the Notes will not be entitled to receive definitive Notes in
      registered, certificated form and will not be considered the Holders
      thereof.

     

    The
      Company will provide for registration of transfers of the Notes through the
      Registrar, subject to the operations and procedures of DTC in effect from time
      to time, upon receipt of the information regarding the form of transfer and
      the
      status of the transferee to be provided on the Assignment Form attached hereto,
      along with such other opinions of counsel, certifications and/or other
      information satisfactory to the Company and the Trustee in connection with
      certain transfers.

     

    Persons
      Deemed Owners. A Holder shall be treated as the owner of a Note for all
      purposes.

     

    Unclaimed
      Money. If money for the payment of principal and premium, if any, or interest
      remains unclaimed for one year, the Trustee or the Paying Agent will pay the
      money back to the Company at its written request. After that, Holders entitled
      to the money must look to the Company for payment, unless applicable law
      designates another Person, and all liability of the Trustee and such Paying
      Agent with respect to such money shall cease.

     

    Defeasance
      and Discharge Prior to Redemption or Maturity. If the Company deposits with
      the
      Trustee, in trust, money, U.S. Government Obligations and/or Eligible
      Obligations or any combination of the foregoing which through the payment of
      interest thereof and principal thereof in accordance with their terms will
      provide money in an amount sufficient to pay the then outstanding principal
      of,
      interest, if any, and premium, if any, on the Notes (and any other Debt
      Securities of the same series) to redemption or maturity, and complies with
      certain other provisions of the Indenture relating thereto, (i) the Company
      will be deemed to have paid and will be discharged from any and all obligations
      in respect of the Notes and (ii) certain provisions set forth in the
      Indenture will no longer be in effect with respect to the Notes. In addition,
      the Company can obtain a Discharge (as defined in the Indenture) with respect
      to
      all the Debt Securities of a series by depositing with the Trustee, in trust,
      funds sufficient to pay at maturity or upon redemption all of the Debt
      Securities of that series, provided that all of the Debt Securities of that
      series are by their terms to become due and payable within one year or are
      to be
      called for redemption within one year.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Amendment;
      Supplement; Waiver. Subject to certain exceptions, the Indenture or the Notes
      may be amended or supplemented with the consent of the Holders of at least
      a
      majority in aggregate principal amount of the Notes then outstanding, and,
      subject to Section 13 hereof, any existing default or Event of Default or
      compliance with any provision may be waived with the consent of the Holders
      of
      at least a majority in principal amount of the Notes then outstanding; provided,
      however, that no supplemental indenture may, without the consent of the Holders
      of all Debt Securities of that series then outstanding (i) change the fixed
      maturity (which term for these purposes does not include payments due pursuant
      to any sinking, purchase or analogous fund) of those Debt Securities, reduce
      the
      principal amount thereof, reduce the rate or extend the time of payment of
      interest thereon, reduce any premium payable upon the redemption thereof or
      impair the right to institute suit for the enforcement of any such payment
      on or
      after the maturity thereof (or, in the case of redemption, on or after the
      redemption date without the consent of the holder of each debt security so
      affected), or (ii) reduce the percentage of Debt Securities of a series
      required to approve any such supplemental indenture. Without notice to or the
      consent of any Holder, the parties thereto may amend or supplement the Indenture
      or the Notes to, among other things, clarify or cure any ambiguity, defect
      or
      inconsistency and make any change that does not adversely affect the rights
      of
      any Holder in any material respect.

     

    Restrictive
      Covenants. The Indenture imposes certain limitations on the ability of the
      Company and its Restricted Subsidiaries, among other things, to (a) create,
      assume, issue, guarantee, or incur any Secured Indebtedness, (b) enter into
      any Sale and Leaseback Transaction, (c) merge into or consolidate with or
      convey or transfer its properties substantially as an entirety to any person.
      Within 120 days after the end of the last fiscal quarter of each year, the
      Company shall deliver to the Trustee an Officers’ Certificate stating whether or
      not the signers know of any noncompliance with the terms, provisions, covenants
      and conditions under the Indenture.

     

    Successor
      Persons. When a successor person or other entity assumes all the obligations
      of
      its predecessor under the Notes and the Indenture, as permitted by the
      Indenture, the predecessor person will be released from those
      obligations.

     

    Defaults
      and Remedies. An Event of Default is: (a) default in the payment of any
      installment of interest upon the Notes (or other Debt Securities of the same
      series), and continuance of such default for 15 days after receipt by the
      Company of written notice of such default from any Person; (b) default in
      the payment of the principal of or premium, if any, on the Notes (or other
      Debt
      Securities of the same series), as the same shall become due and payable either
      at maturity, upon redemption, by declaration or otherwise; (c) failure by
      the Company to observe or perform any other covenants under the Indenture for
      90
      days after receipt by the Company of a written notice by the Trustee or receipt
      by the Company and the Trustee of written notice by Holders of at least 25%
      of
      the aggregate principal amount of the Notes (or other Debt Securities of the
      same series) then outstanding; and (d) certain events of bankruptcy,
      insolvency and reorganization as described in the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      an
      Event of Default, as defined in the Indenture, occurs and is continuing, the
      Trustee or the Holders of not less than 25% in aggregate principal amount of
      the
      Notes then outstanding may, and the Trustee at the request of such Holders
      shall, declare all the Notes to be due and payable. Holders may not enforce
      the
      Indenture or the Notes, or take any action with respect to any Event of Default
      under the Indenture, or to institute, appear in or defend any suit or other
      proceeding with respect thereto, except as provided in the Indenture. The
      Trustee may require indemnity satisfactory to it before it enforces the
      Indenture or the Notes. Subject to certain limitations under the Indenture,
      Holders of at least a majority in principal amount of the Notes then outstanding
      may direct in accordance with the provisions of the Indenture the Trustee in
      its
      exercise of any trust or power, including waiver of all past defaults,
      rescission and annulment of a declaration of acceleration and its consequences
      and exercise of any right, remedy or power available to the
      Trustee.

     

    Prior
      to
      any declaration accelerating the maturity of the Notes, the Holders of a
      majority in principal amount of the outstanding Notes may, on behalf of the
      Holders of the Notes, waive any past default or Event of Default with respect
      to
      the Notes except a default (i) in the payment of principal of, premium, if
      any, or interest, if any, on the Notes or (ii) in regard to a covenant or
      provision applicable to that series that cannot be modified or amended without
      the consent of the Holder of each outstanding Note. After the principal of
      all
      outstanding Notes has been declared due and payable but before any judgment
      or
      decree for the payment of the money has been obtained or entered, the Holders
      of
      a majority in principal amount of the outstanding Notes may waive all defaults
      with respect to the Notes and rescind and annul that declaration if the Company
      has paid or deposited with the Trustee a sum sufficient to pay all matured
      installments of principal, premium, if any, and interest which has become due
      other than by acceleration, and any and all other Events of Default with respect
      to the Notes have been remedied, cured or waived.

     

    Trustee
      Dealings with Company. Except as prohibited by the Indenture, the Trustee under
      the Indenture, in its individual or any other capacity, may make loans to,
      accept deposits from and perform services for the Company or its Affiliates
      and
      may otherwise deal with the Company or its Affiliates as if it were not the
      Trustee.

     

    No
      Recourse Against Others. No recourse for the payment of the principal of,
      premium, if any, or interest on the Notes issued under the Indenture or for
      any
      claim based thereon or otherwise in respect thereof, and no recourse under
      or
      upon any of the Company’s obligations, covenants or agreements in the Indenture,
      or in Notes or because of the creation of any Indebtedness represented thereby,
      shall be had against any of the Company’s incorporators, stockholders, officers,
      directors or employees or of any successor Person thereof. Each Holder, by
      accepting Notes issued under the Indenture, waives and releases all such
      liability. The waiver and release are a condition of, and part of the
      consideration for the issuance of the Notes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Authentication.
      This Note shall not be entitled to any right or benefit under the Indenture,
      or
      be valid, or become obligatory for any purpose, until the Trustee or
      authenticating agent signs the certificate of authentication on the other side
      of this Note.

     

    Governing
      Law. The Notes shall be governed by and construed in accordance with the laws
      of
      the State of New York without regard to principles of conflicts of
      laws.

     

    The
      Company will furnish to any Holder upon written request and without charge
      a
      copy of the Indenture. Requests may be made to Nucor Corporation, 1915 Rexford
      Road, Charlotte, North Carolina 28211, Attention: A. Rae Eagle.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Note, fill in the form below:

     

    I
      or we
      assign and transfer this Note to 

     

    
      	 
	
              (Print
                or type assignee’s name, address and zip code)

            
	 
	
              (Insert
                assignee’s Soc. Sec. or Tax I.D. No.)


            


    

    


    and
      irrevocably appoint ____________________ agent to transfer this Note on the
      books of the Company. The agent may substitute another to act for
      him.

     

    
      	
              Date:

            	     
	 	
              Your
                Signature:

            	     

	 	
              (sign
                exactly as your name appears on the other side 

              of
                the Note)

            


    

    


    *NOTICE:
      The Signature must be guaranteed by an Institution which is a member of one
      of
      the following recognized signature Guarantee Programs: (i) The Securities
      Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
      Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP);
      or
      (iv) such other guarantee program acceptable to the Trustee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    FORM
      OF
      GLOBAL NOTE DUE
      2018

     

    [FACE
      OF
      THE NOTE]

     

    THIS
      SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
      DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
      DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
      NAME
      OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
      THAN AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
      OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
      BY
      THE DEPOSITARY OR SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE) MAY
      BE
      REGISTERED EXCEPT IN SUCH SPECIFIED CIRCUMSTANCES.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NUCOR CORPORATION OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN SUCH
      OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
      PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS
      THE
      REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Nucor
      Corporation

     

    5.850%
      Notes due June 1, 2018

     

    N-                                                                                                                                         &#

160;                 CUSIP
      670346AK1

     

    $

     

    Issue
      Date: June 2, 2008

     

    NUCOR
      CORPORATION, a Delaware corporation (the “Company”, which term includes any
      successor under the Indenture hereinafter referred to), for value received,
      promises to pay to Cede & Co., or its registered assigns, the principal sum
      of Five Hundred Million Dollars ($500,000,000) on June 1, 2018. The 5.850%
      Notes
      due June
      1,
      2018 are herein referred to as the “Notes”.

     

    Interest
      Payment Dates: June 1 and December 1, commencing December 1, 2008.

     

    Record
      Dates: May 15 and
      November 15.

     

    Reference
      is hereby made to the further provisions of this Note set forth on the reverse
      hereof, which further provisions shall for all purposes have the same effect
      as
      if set forth at this place.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officers.

     

    
       

      
        	
                Date:
                  

              	                 
                 	 	
                
                  NUCOR
                    CORPORATION,

                

              
	 	
                
                  as
                    Issuer 

                

              
	 	 
	 	                  
                
	 	James
                D. Frias 
	 	Vice
                President and Controller


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Trustee’s
      Certificate of Authentication

     

    This
      5.85% Notes due June
      1,
      2018 is one of the series of Debt Securities referred to in the within-mentioned
      Indenture.

     

    
      	
              Date:
                

            	                 
               	 	
              THE
                BANK OF NEW YORK, 

            
	 	
              as
                Trustee 

            
	 	 
	 	 
	 	
              By:

            	   

	 	
              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [REVERSE
      SIDE OF NOTE]

     

    NUCOR
      CORPORATION

     

    5.850%
      Notes due June 1, 2018 

     

    Principal
      and Interest. The Company will pay the principal of this Note on June 1,
      2018.

     

    The
      Company promises to pay interest on the principal amount of this Note on each
      Interest Payment Date indicated on the face of this Note (each an “Interest
      Payment Date”), as set forth below, at the rate per annum shown
      above.

     

    Interest
      will be payable semiannually in arrears on each Interest Payment Date,
      commencing December 1, 2008.

     

    Interest
      on the Notes will accrue from the most recent date to which interest has been
      paid or, if no interest has been paid, from June 2, 2008; provided that, if
      there is no existing default in the payment of interest and if this Note is
      authenticated between a regular Record Date as indicated on the face of this
      Note (each a “Record Date”) referred to on the face hereof and the next
      succeeding Interest Payment Date, interest shall accrue from such Interest
      Payment Date. Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

     

    The
      Company shall pay interest on overdue principal and premium and interest on
      overdue installments of interest, to the extent lawful, at the rate borne by
      the
      Notes.

     

    Method
      of
      Payment. The Company will pay interest (except as provided pursuant to Article
      Seven of the Indenture with respect to defaulted interest and interest) on
      the
      principal amount of the Notes as provided above on each June 1 and December
      1 to
      the Persons who are Holders (as reflected in the Debt Security register at
      the
      close of business on the May 15 and
      November 15 next preceding the applicable Interest Payment Date), even if such
      Notes are cancelled after such Record Date and on or before such Interest
      Payment Date. On and after the redemption or repurchase of any of the Notes
      by
      the Company, interest, if any, shall cease to accrue on the Notes, or portion
      thereof, subject to redemption or repurchase. With respect to the payment of
      principal, the Company will make payment to the Holder that surrenders this
      Note
      to the paying agent with respect to the Notes (a “Paying Agent”) on or after
      June 1, 2018.

     

    Principal
      of and premium, if any, and interest on the Notes initially will be payable,
      subject with respect to Global Notes in compliance with The Depository Trust
      Company’s (“DTC”) customary procedures, by wire transfer of immediately
      available funds to the accounts specified by the registered Holder of the Notes
      or, if no account is specified, by mailing a check to each such Holder’s
      registered address. The Notes will be exchangeable and transfers of the Notes
      will be registrable, subject to the limitations provided in the Indenture (as
      defined below), at the principal corporate trust office of the Trustee (as
      defined below) in New York, New York.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      any
      Interest Payment Date, stated maturity date or earlier redemption date falls
      on
      a Saturday, a Sunday, or a day on which banking institutions are authorized
      by
      law to close, then the required payment of principal of and premium, if any,
      and
      interest may be made on the next succeeding day not a Saturday, a Sunday or
      a
      day on which banking institutions are authorized by law to close, as if it
      were
      made on the date payment was due, and no interest will accrue on the amount
      so
      payable for the period from and after that interest payment date, the stated
      maturity date or earlier redemption date, as the case may be.

     

    All
      payments made in respect of the Notes are to be made in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts.

     

    Paying
      Agent and Registrar. Initially, the Trustee will act as authenticating agent,
      Paying Agent and Registrar with respect to the Notes (the “Registrar”). The
      Company may change any authenticating agent, Paying Agent or Registrar without
      notice. The Company, any Subsidiary or any affiliate of any of them may act
      as
      Paying Agent, Registrar or co-Registrar.

     

    Indenture;
      Limitations. The Company issued the Notes under an Indenture dated as of
      January 12, 1999 (the “Original Indenture”), as supplemented by the Fourth
      Supplemental Indenture dated June 2, 2008 (the “Fourth Supplemental Indenture”
and together with the Original Indenture, the “Indenture”), between the Company
      and The Bank of New York, as trustee (the “Trustee”). Capitalized terms herein
      are used as defined in the Indenture unless otherwise indicated. Reference
      is
      made to the Indenture and the Trust Indenture Act of 1939 (the “Trust Indenture
      Act”) for a full, complete and detailed statement of the purposes for which the
      Notes are issued, the terms on which the Notes are issued and the terms,
      provisions and conditions governing payment of the Notes and the provisions,
      among others, with respect to the nature and extent of the rights, duties and
      obligations of the Trustee, the Paying Agent, the Registrar, the authenticating
      agent, Holders and the Company. The Holder of this Note, by acceptance of this
      Note, is deemed to have agreed and consented to the terms and provisions of
      the
      Indenture. The terms of the Notes include those stated in the Indenture and
      those made part of the Indenture by reference to the Trust Indenture Act. The
      Notes are subject to all such terms, and Holders are referred to the Indenture
      and the Trust Indenture Act for a statement of all such terms.

     

    The
      Notes
      are general unsecured obligations of the Company. This Note is not secured
      by
      any collateral, including assets of the Company or any of its Subsidiaries.
      The
      Fourth Supplemental Indenture establishes the original aggregate principal
      amount of the Notes at $500,000,000, all of which were issued by the Company
      on
      the Issue Date indicated on the face of this Note, and this Note shall represent
      the aggregate principal amount of such outstanding Notes from time to time
      endorsed thereon pursuant to the Indenture. The aggregate principal amount
      of
      outstanding Notes represented hereby may from time to time by increased or
      decreased by adjustments made on the records of the Trustee, as custodian for
      the Depositary or its nominee, as provided in the Fourth Supplemental
      Indenture.

     

    Optional
      Redemption. The Notes will be redeemable, at the Company’s option, in whole or
      in part, at any time and from time to time in accordance with the provisions
      set
      forth in the Indenture at a redemption price equal to the greater of (i) 100%
      of
      the principal amount of such Notes to be redeemed or (ii) the sum of the
      present values of the remaining scheduled payments of principal and interest
      on
      such Notes to be redeemed (not including the portion of any such payments of
      interest accrued to the redemption date) discounted to the redemption date
      on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
      at the Adjusted Treasury Rate (determined on the third Business Day preceding
      such redemption date), plus, in each case, accrued and unpaid interest thereon
      to the redemption date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Change
      of
      Control Offer to Purchase. Upon a Change of Control Triggering Event, the
      Company shall be required to make an offer to purchase the Notes on the terms
      set forth in the Fourth Supplemental Indenture.

     

    Denominations;
      Transfer; Exchange. The Notes are in registered form without coupons in minimum
      denominations of $2,000 of principal amount and integral multiples of $1,000
      in
      excess thereof. The transfer or exchange of Notes may be registered and the
      Notes may be exchanged in accordance with the Indenture. The Registrar may
      require a Holder, among other things, to furnish appropriate endorsements and
      transfer documents and to pay any taxes, fees and/or other governmental charges
      required by law or permitted by the Indenture. The Registrar need not register
      the transfer or exchange of any Notes selected for redemption. Also, it need
      not
      register the transfer or exchange of any Notes for a period of 15 days before
      the day of the mailing of a notice of redemption of Notes selected for
      redemption.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      Notes will be issued only in registered form and initially will be represented
      by one or more Global Notes registered in the name of a nominee of DTC.
      Beneficial interests in the Notes will be shown on, and transfers thereof will
      be effected only through, the records maintained by DTC participants. Except
      for
      the limited circumstances described in the Indenture, owners of beneficial
      interests in the Notes will not be entitled to receive definitive Notes in
      registered, certificated form and will not be considered the Holders
      thereof.

     

    The
      Company will provide for registration of transfers of the Notes through the
      Registrar, subject to the operations and procedures of DTC in effect from time
      to time, upon receipt of the information regarding the form of transfer and
      the
      status of the transferee to be provided on the Assignment Form attached hereto,
      along with such other opinions of counsel, certifications and/or other
      information satisfactory to the Company and the Trustee in connection with
      certain transfers.

     

    Persons
      Deemed Owners. A Holder shall be treated as the owner of a Note for all
      purposes.

     

    Unclaimed
      Money. If money for the payment of principal and premium, if any, or interest
      remains unclaimed for one year, the Trustee or the Paying Agent will pay the
      money back to the Company at its written request. After that, Holders entitled
      to the money must look to the Company for payment, unless applicable law
      designates another Person, and all liability of the Trustee and such Paying
      Agent with respect to such money shall cease.

     

    Defeasance
      and Discharge Prior to Redemption or Maturity. If the Company deposits with
      the
      Trustee, in trust, money, U.S. Government Obligations and/or Eligible
      Obligations or any combination of the foregoing which through the payment of
      interest thereof and principal thereof in accordance with their terms will
      provide money in an amount sufficient to pay the then outstanding principal
      of,
      interest, if any, and premium, if any, on the Notes (and any other Debt
      Securities of the same series) to redemption or maturity, and complies with
      certain other provisions of the Indenture relating thereto, (i) the Company
      will be deemed to have paid and will be discharged from any and all obligations
      in respect of the Notes and (ii) certain provisions set forth in the
      Indenture will no longer be in effect with respect to the Notes. In addition,
      the Company can obtain a Discharge (as defined in the Indenture) with respect
      to
      all the Debt Securities of a series by depositing with the Trustee, in trust,
      funds sufficient to pay at maturity or upon redemption all of the Debt
      Securities of that series, provided that all of the Debt Securities of that
      series are by their terms to become due and payable within one year or are
      to be
      called for redemption within one year.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Amendment;
      Supplement; Waiver. Subject to certain exceptions, the Indenture or the Notes
      may be amended or supplemented with the consent of the Holders of at least
      a
      majority in aggregate principal amount of the Notes then outstanding, and,
      subject to Section 13 hereof, any existing default or Event of Default or
      compliance with any provision may be waived with the consent of the Holders
      of
      at least a majority in principal amount of the Notes then outstanding; provided,
      however, that no supplemental indenture may, without the consent of the Holders
      of all Debt Securities of that series then outstanding (i) change the fixed
      maturity (which term for these purposes does not include payments due pursuant
      to any sinking, purchase or analogous fund) of those Debt Securities, reduce
      the
      principal amount thereof, reduce the rate or extend the time of payment of
      interest thereon, reduce any premium payable upon the redemption thereof or
      impair the right to institute suit for the enforcement of any such payment
      on or
      after the maturity thereof (or, in the case of redemption, on or after the
      redemption date without the consent of the holder of each debt security so
      affected), or (ii) reduce the percentage of Debt Securities of a series
      required to approve any such supplemental indenture. Without notice to or the
      consent of any Holder, the parties thereto may amend or supplement the Indenture
      or the Notes to, among other things, clarify or cure any ambiguity, defect
      or
      inconsistency and make any change that does not adversely affect the rights
      of
      any Holder in any material respect.

     

    Restrictive
      Covenants. The Indenture imposes certain limitations on the ability of the
      Company and its Restricted Subsidiaries, among other things, to (a) create,
      assume, issue, guarantee, or incur any Secured Indebtedness, (b) enter into
      any Sale and Leaseback Transaction, (c) merge into or consolidate with or
      convey or transfer its properties substantially as an entirety to any person.
      Within 120 days after the end of the last fiscal quarter of each year, the
      Company shall deliver to the Trustee an Officers’ Certificate stating whether or
      not the signers know of any noncompliance with the terms, provisions, covenants
      and conditions under the Indenture.

     

    Successor
      Persons. When a successor person or other entity assumes all the obligations
      of
      its predecessor under the Notes and the Indenture, as permitted by the
      Indenture, the predecessor person will be released from those
      obligations.

     

    Defaults
      and Remedies. An Event of Default is: (a) default in the payment of any
      installment of interest upon the Notes (or other Debt Securities of the same
      series), and continuance of such default for 15 days after receipt by the
      Company of written notice of such default from any Person; (b) default in
      the payment of the principal of or premium, if any, on the Notes (or other
      Debt
      Securities of the same series), as the same shall become due and payable either
      at maturity, upon redemption, by declaration or otherwise; (c) failure by
      the Company to observe or perform any other covenants under the Indenture for
      90
      days after receipt by the Company of a written notice by the Trustee or receipt
      by the Company and the Trustee of written notice by Holders of at least 25%
      of
      the aggregate principal amount of the Notes (or other Debt Securities of the
      same series) then outstanding; and (d) certain events of bankruptcy,
      insolvency and reorganization as described in the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      an
      Event of Default, as defined in the Indenture, occurs and is continuing, the
      Trustee or the Holders of not less than 25% in aggregate principal amount of
      the
      Notes then outstanding may, and the Trustee at the request of such Holders
      shall, declare all the Notes to be due and payable. Holders may not enforce
      the
      Indenture or the Notes, or take any action with respect to any Event of Default
      under the Indenture, or to institute, appear in or defend any suit or other
      proceeding with respect thereto, except as provided in the Indenture. The
      Trustee may require indemnity satisfactory to it before it enforces the
      Indenture or the Notes. Subject to certain limitations under the Indenture,
      Holders of at least a majority in principal amount of the Notes then outstanding
      may direct in accordance with the provisions of the Indenture the Trustee in
      its
      exercise of any trust or power, including waiver of all past defaults,
      rescission and annulment of a declaration of acceleration and its consequences
      and exercise of any right, remedy or power available to the
      Trustee.

     

    Prior
      to
      any declaration accelerating the maturity of the Notes, the Holders of a
      majority in principal amount of the outstanding Notes may, on behalf of the
      Holders of the Notes, waive any past default or Event of Default with respect
      to
      the Notes except a default (i) in the payment of principal of, premium, if
      any, or interest, if any, on the Notes or (ii) in regard to a covenant or
      provision applicable to that series that cannot be modified or amended without
      the consent of the Holder of each outstanding Note. After the principal of
      all
      outstanding Notes has been declared due and payable but before any judgment
      or
      decree for the payment of the money has been obtained or entered, the Holders
      of
      a majority in principal amount of the outstanding Notes may waive all defaults
      with respect to the Notes and rescind and annul that declaration if the Company
      has paid or deposited with the Trustee a sum sufficient to pay all matured
      installments of principal, premium, if any, and interest which has become due
      other than by acceleration, and any and all other Events of Default with respect
      to the Notes have been remedied, cured or waived.

     

    Trustee
      Dealings with Company. Except as prohibited by the Indenture, the Trustee under
      the Indenture, in its individual or any other capacity, may make loans to,
      accept deposits from and perform services for the Company or its Affiliates
      and
      may otherwise deal with the Company or its Affiliates as if it were not the
      Trustee.

     

    No
      Recourse Against Others. No recourse for the payment of the principal of,
      premium, if any, or interest on the Notes issued under the Indenture or for
      any
      claim based thereon or otherwise in respect thereof, and no recourse under
      or
      upon any of the Company’s obligations, covenants or agreements in the Indenture,
      or in Notes or because of the creation of any Indebtedness represented thereby,
      shall be had against any of the Company’s incorporators, stockholders, officers,
      directors or employees or of any successor Person thereof. Each Holder, by
      accepting Notes issued under the Indenture, waives and releases all such
      liability. The waiver and release are a condition of, and part of the
      consideration for the issuance of the Notes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Authentication.
      This Note shall not be entitled to any right or benefit under the Indenture,
      or
      be valid, or become obligatory for any purpose, until the Trustee or
      authenticating agent signs the certificate of authentication on the other side
      of this Note.

     

    Governing
      Law. The Notes shall be governed by and construed in accordance with the laws
      of
      the State of New York without regard to principles of conflicts of
      laws.

     

    The
      Company will furnish to any Holder upon written request and without charge
      a
      copy of the Indenture. Requests may be made to Nucor Corporation, 1915 Rexford
      Road, Charlotte, North Carolina 28211, Attention: A. Rae Eagle.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

     

    To
      assign
      this Note, fill in the form below:

     

    I
      or we
      assign and transfer this Note to 

     

    
      	 
	
              (Print
                or type assignee’s name, address and zip code)

            
	 
	
              (Insert
                assignee’s Soc. Sec. or Tax I.D. No.)


            


    

    


    and
      irrevocably appoint ____________________ agent to transfer this Note on the
      books of the Company. The agent may substitute another to act for
      him.

     

    
      	
              Date:
                

            	    
	 	
              Your
                Signature:

            	    

	 	
              (sign
                exactly as your name appears on the other side 

              of
                the Note)

            


    

    


    *NOTICE:
      The Signature must be guaranteed by an Institution which is a member of one
      of
      the following recognized signature Guarantee Programs: (i) The Securities
      Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
      Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP);
      or
      (iv) such other guarantee program acceptable to the Trustee.