<PAGE>
                                                                 EXHIBIT 4(j)(v)


         SECOND AMENDMENT dated as of November 22, 2002 (this "Second
Amendment") to the Five-Year Revolving Credit Agreement, dated as of May 10,
2002 (as previously amended through the date hereof, the "Existing Credit
Agreement"), among Worthington Industries, Inc., the Lenders and PNC Bank,
National Association, as Administrative Agent, Issuing Lender and Swingline
Lender.

         The Borrower has notified the Administrative Agent that the Borrower
intends to terminate its existing 364-Day Credit Facility (as defined below) and
simultaneously effect an increase of up to 50% of the Commitments of the Lenders
under the Existing Credit Agreement (together, the "Conversion"). The Borrower
has requested that, in connection with and in order to complete the Conversion,
the Lenders agree to amend the Existing Credit Agreement to (i) provide for an
increase in the Commitments of the Lenders as provided on Annex A to this Second
Amendment for an aggregate of Revolving Commitments of $235,000,000, and (ii)
add The Bank of Nova Scotia as Documentation Agent under the Amended Credit
Agreement (as defined below). The parties hereto have agreed, subject to the
terms and conditions hereof, to amend the Existing Credit Agreement as provided
herein.

         Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Existing Credit Agreement (the Existing
Credit Agreement, as amended by, and together with, this Second Amendment, and
as hereinafter amended, modified, extended or restated from time to time, being
called the "Amended Credit Agreement").

         Accordingly, the parties hereby agree as follows:

                                     PART I

                   AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

         SUBPART 1.01 Amendments to Recitals. The Recitals of the Existing
Credit Agreement are hereby amended by replacing, in the second paragraph
thereof, the number "155,000,000" with the number "235,000,000".

         SUBPART 1.02 Amendments to Section 1.01.

                  (a) Section 1.01 of the Existing Credit Agreement is hereby
         amended by inserting the following definitions into such Section in the
         appropriate alphabetical sequence:

                  "Second Amendment" means the Second Amendment, dated as of
         November 22, 2002, to this Agreement as theretofore in effect, among
         the Borrower, the Administrative Agent and the Lenders party thereto.

                  "Second Amendment Effective Date" means the date that the
         Second Amendment becomes effective in accordance with Subpart 3.01 of
         the Second Amendment.

                  "Sarbanes-Oxley Act" means the United States Sarbanes-Oxley
         Act of 2002.


<PAGE>

                  (b) Section 1.01 of the Existing Credit Agreement is hereby
         amended by amending and restating the following definitions in such
         Section so that they read in their entireties as follows:

                  "Swingline Committed Amount" means the lesser of (i)
         $20,000,000 or (ii) an amount which, when added to the aggregate
         principal amount of all other Loans then outstanding under this
         Agreement, does not exceed $235,000,000 or such lesser amount as the
         Revolving Committed Amount may be adjusted pursuant to Section 2.11.

                  "Revolving Committed Amount" means at all times prior to the
         Second Amendment Effective Date, $155,000,000, and as of and at all
         times subsequent to the Second Amendment Effective Date, $235,000,000,
         or such greater or lesser amount to which the Revolving Committed
         Amount may be adjusted pursuant to Section 2.11.

                  (c) Section 1.01 of the Existing Credit Agreement is hereby
         amended by deleting the defined term "364-Day Credit Agreement" in its
         entirety.

         SUBPART 1.03 Amendments to Section 2.01. Clause (b) of the Section 2.01
is hereby amended by replacing the comma before the romanette "(iv)" with the
word "and", and by deleting the text beginning at the words "and (v)" through
the end of the sentence.

         SUBPART 1.04 Amendments to Section 7.03. Clause (iii) of Section 7.03
of the Existing Credit Agreement is hereby amended by inserting the words ", in
each case only to the extent that the making or incurrence of any such advance
or obligation to any director or executive officer (or equivalent thereof) would
not be in violation of Section 402 of the Sarbanes-Oxley Act" immediately
following the words "business purposes".

         SUBPART 1.05 Amendments to Section 7.14. Clause (c) of Section 7.14 of
the Existing Credit Agreement is hereby amended by deleting the words "the sum
of (A)", by deleting the words "(B) with respect to the 364-Day Credit
Agreement, the Revolving Committed Amount (as defined in the 364-Day Credit
Agreement) thereunder plus", and by changing the references to "(C)" and "(D)"
therein to "(B)" and "(C)", respectively.

         SUBPART 1.06 Amendments to Section 9.01. Clause (a) of Section 9.01 is
hereby amended as follows:

                  (a) by replacing, after the words "PNC Bank, National
         Association, as Administrative Agent" the word "and" with a comma; and

                  (b) by inserting, after the words "Co-Syndication Agents" the
         words "and The Bank of Nova Scotia, as Documentation Agent,".

         SUBPART 1.07 Amendments to Schedules and Exhibits. The Existing Credit
Agreement is hereby amended by replacing Schedule 1.01A (Lenders and
Commitments) to the Existing Credit Agreement with Annex A attached to this
Second Amendment.



                                       2
<PAGE>

                                     PART II

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         SUBPART 2.01 Representations and Warranties. The Borrower hereby
represents and warrants as of the date hereof and on and as of the Effective
Date to each Lender and the Administrative Agent, as follows:

                  (a) The representations and warranties set forth in Article V
         of the Amended Credit Agreement, and in each other Loan Document, are
         true and correct in all material respects at and as if made as of the
         date hereof and on and as of the Effective Date except to the extent
         such representations and warranties expressly relate to an earlier
         date.

                  (b) The Borrower is in compliance with all the terms and
         conditions of the Amended Credit Agreement and the other Loan Documents
         on its part to be observed or performed, and no Default or Event of
         Default has occurred and is continuing.

                  (c) The execution, delivery and performance by the Borrower of
         this Second Amendment have been duly authorized by all requisite
         corporate action.

                  (d) This Second Amendment and the Amended Credit Agreement
         constitute the legal, valid and binding obligations of the Borrower,
         enforceable against the Borrower in accordance with their respective
         terms.

                  (e) The execution, delivery and performance by the Borrower of
         this Second Amendment and the Amended Credit Agreement will not (i)
         violate, contravene or conflict with any requirement of Law applicable
         to the Borrower or its properties, (ii) violate or conflict with any
         provision of the Borrower's Organization Documents, or (iii) result in
         the breach of or constitute a default under any indenture or other
         agreement or instrument to which the Borrower is a party.

                                    PART III

                           CONDITIONS TO EFFECTIVENESS

         SUBPART 3.01 Conditions to Effectiveness. This Second Amendment shall
become effective on the first date (the "Effective Date") upon which all of the
following conditions have been satisfied:

                  (a) Executed Loan Documents. Receipt by the Administrative
         Agent of duly executed copies of: (i) this Second Amendment, which when
         taken together bear the signatures of the Borrower, the Required
         Lenders, each Lender increasing the amount of its Revolving Commitment
         pursuant to this Second Amendment and the Administrative Agent, in form
         and substance satisfactory to the Lenders in their sole discretion.

                  (b) Opinions of Counsel. The Administrative Agent shall have
         received from Counsel for the Borrower, an opinion addressed to the
         Administrative Agent, the





                                       3
<PAGE>

         Collateral Agent and each Lender, dated the Effective Date,
         substantially in the form of Exhibit F to the Amended Credit Agreement.

                  (c) Consents and Approvals. On the Effective Date, all
         necessary governmental (domestic or foreign), regulatory and third
         party approvals (including, without limitation, with respect to real
         property leases and license agreements relating to intellectual
         property) in connection with the transactions contemplated by the
         Amended Credit Agreement and otherwise referred to herein or therein
         shall have been obtained and remain in full force and effect, without
         any action being taken by any competent authority which could restrain
         or prevent such transactions or impose, in the reasonable judgment of
         the Administrative Agent, materially adverse conditions upon the
         consummation of such transactions.

                  (d) Litigation; Judgments. On the Effective Date, there shall
         be no actions, suits, proceedings or investigations pending or, to the
         knowledge of the Borrower, threatened (i) with respect to this Second
         Amendment, the Amended Credit Agreement or the transactions
         contemplated hereby or thereby or (ii) which the Administrative Agent
         or the Required Lenders shall reasonably determine would reasonably be
         expected to have a Material Adverse Effect.

                  (e) Repayment of 364-Day Credit Facility. The Administrative
         Agent shall be satisfied that no later than as of the Effective Date,
         the commitments under the 364-Day Revolving Credit Agreement dated as
         of May 10, 2002, as amended through the Second Amendment Effective
         Date, among the Borrower, the Lenders party thereto and PNC Bank,
         National Association, as Agent for the Lenders (the "364-Day Credit
         Facility"), shall be terminated, all loans outstanding under the
         364-Day Credit Facility shall be repaid in full, together with accrued
         interest thereon (including, without limitation, any prepayment
         premium), and all other amounts owing pursuant to the 364-Day Credit
         Facility shall be repaid in full.

                  (f) Conversion Fee. The Administrative Agent shall have
         confirmed receipt from the Borrower, on behalf of each Lender
         increasing its Commitment pursuant to this Second Amendment (each, an
         "Increasing Lender") of a fee equal to the amount determined by
         multiplying (i) the aggregate principal amount of the increase in each
         Increasing Lender's Commitment by (ii) 0.0025 (such amount in the
         aggregate, the "Conversion Fee").

                  (g) Payment of Fees. All costs, fees and expenses due to the
         Administrative Agent, the Collateral Agent and the Lenders on or before
         the Effective Date incurred in connection with the Existing Credit
         Agreement and this Second Amendment, including, without limitation, the
         Conversion Fee, shall have been paid.

                  (h) Counsel Fees. The Administrative Agent shall have received
         full payment from the Borrower of all fees and expenses of Mayer,
         Brown, Rowe & Maw incurred in connection with this Second Amendment
         which are billed through the Effective Date.





                                       4
<PAGE>

                  (i) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by a Responsible
         Officer of the Borrower as of the Effective Date stating that
         immediately prior to and after giving effect to the Second Amendment
         and the transactions contemplated hereby: (1) no Default or Event of
         Default has occurred and is continuing; and (2) all representations and
         warranties made by the Borrower in any Loan Document are true and
         correct in all material respects at and as if made as of such date,
         except to the extent they expressly relate to an earlier date.

                  (j) Other. The Administrative Agent shall have received such
         other documents, instruments, agreements or information as may be
         reasonably requested by the Administrative Agent.

                  All corporate and legal proceedings and instruments and
agreements relating to the transactions contemplated by this Second Amendment or
in any other document delivered in connection herewith or therewith shall be
satisfactory in form and substance to the Administrative Agent and its counsel,
and the Administrative Agent shall have received all information and copies of
all documents and papers, including records of corporate proceedings,
governmental approvals, good standing certificates and bring-down telegrams, if
any, which the Administrative Agent reasonably may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate or governmental authorities. The documents referred to in this Subpart
shall be delivered to the Administrative Agent no later than the Effective Date.
The certificates and opinions referred to in this Section shall be dated the
Effective Date.

                                     PART IV

                               GENERAL PROVISIONS

         SUBPART 4.01 APPLICABLE LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

         SUBPART 4.02 Counterparts. This Second Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of a signature page to this Second Amendment by facsimile
shall be effective as delivery of a manually executed counterpart of this Second
Amendment.

         SUBPART 4.03 Loan Documents. Except as expressly set forth herein, the
amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Amended Credit Agreement or any
other Loan Document, nor shall they constitute a waiver of any Event of Default,
nor shall they alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Amended Credit
Agreement or any other Loan Document. Each of the amendments provided herein
shall apply and be effective






                                       5
<PAGE>

only with respect to the provisions of the Amended Credit Agreement specifically
referred to by such amendments. Except as expressly amended herein, the Amended
Credit Agreement and the other Loan Documents shall continue in full force and
effect in accordance with the provisions thereof. As used in the Amended Credit
Agreement, the terms "Agreement", "herein", "hereinafter", "hereunder", "hereto"
and words of similar import shall mean, from and after the date hereof, the
Amended Credit Agreement.




                                       6
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by duly authorized officers, all as of the date
first above written.



                           WORTHINGTON INDUSTRIES, INC.


                           By:    /s/ John T. Baldwin
                                ----------------------------------------------
                                Name:  John T. Baldwin
                                Title:  Vice President and CFO





                                      S-1
<PAGE>


                           PNC BANK, NATIONAL ASSOCIATION,
                           as Administrative Agent


                           By:  /s/ David B. Gookin
                              ------------------------------------------------
                                Name:  David B. Gookin
                                Title:  Managing Director





                           PNC BANK, NATIONAL ASSOCIATION
                           as Swingline Lender


                           By:    /s/ David B. Gookin
                              ------------------------------------------------
                                Name:  David B. Gookin
                                Title:  Managing Director





                           PNC BANK, NATIONAL ASSOCIATION,
                           as a Lender


                           By:    /s/ David B. Gookin
                              ------------------------------------------------
                                Name:  David B. Gookin
                                Title:  Managing Director





                                      S-2
<PAGE>


                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as a Lender


                           By:
                              ------------------------------------------------
                                Name:
                                Title:





                                      S-3
<PAGE>


                           THE BANK OF NOVA SCOTIA, as Documentation Agent
                           and as a Lender


                           By:    /s/ N. Bell
                              ------------------------------------------------
                                Name:  N. Bell
                                Title:  Sr. Manager - Loan Operations





                                      S-4
<PAGE>


                           CREDIT SUISSE FIRST BOSTON CAYMAN
                           ISLANDS BRANCH, as a Lender


                           By:  /s/ Bill O'Daly     /s/ Cassandra Droogan
                              ------------------------------------------------
                                Name:  Bill Daly    Name:  Cassandra Droogan
                                Title:  Director    Title:  Associate





                                      S-5
<PAGE>


                           FIFTH THIRD BANK (CENTRAL OHIO),
                           as a Lender


                           By:    /s/ John K. Beardslee
                              ------------------------------------------------
                                Name:  John K. Beardslee
                                Title:  Vice President





                                      S-6
<PAGE>


                           U.S. BANK, NATIONAL ASSOCIATION, as a Lender


                           By:    /s/ R. H. Fried
                              ------------------------------------------------
                                Name:  R. H. Fried
                                Title:  Vice President





                                      S-7
<PAGE>


                           CIBC, INC., as a Lender


                           By:    /s/ Lindsay Gordon
                              ------------------------------------------------
                                Name:  Lindsay Gordon
                                Title:  Executive Director, CIBC World
                                        Markets Corp as Agent



                                      S-8
<PAGE>


                           COMERICA BANK, as a Lender


                           By:    /s/ Dan M. Roman
                              ------------------------------------------------
                                Name:  Dan M. Roman
                                Title:  1st Vice President





                                      S-9
<PAGE>


                           THE HUNTINGTON NATIONAL BANK,
                           as a Lender


                           By:    /s/ Nancy J. Cracolice
                              ------------------------------------------------
                                Name:  Nancy J. Cracolice
                                Title:  Vice President




                                      S-10
<PAGE>


                           JPMORGAN CHASE BANK,
                           as a Lender


                           By:
                              ------------------------------------------------
                                Name:
                                Title:





                                      S-11
<PAGE>


                           NATIONAL CITY BANK, as a Lender


                           By:    /s/ William J. Whitley
                              ------------------------------------------------
                                Name:  William J. Whitley
                                Title:  Senior Vice President






                                      S-12
<PAGE>


                           WELLS FARGO BANK, NATIONAL ASSOCIATION,
                           as a Lender


                           By:  /s/ Mary D. Falck
                              ------------------------------------------------
                                Name:  Mary D. Falck
                                Title:  Senior Vice President


                           By:  /s/ Steven M. Buehler
                              ------------------------------------------------
                                Name:  Steven M. Buehler
                                Title:  Vice President







                                      S-13
<PAGE>


                           MELLON BANK, NA, as a Lender


                           By:
                              ------------------------------------------------
                                Name:
                                Title:



                                      S-14
<PAGE>


                           CITICORP USA, INC., as a Lender


                           By:    /s/ Larry Farley
                              ------------------------------------------------
                                Name:  Larry Farley
                                Title:  Director



                                      S-15
<PAGE>
                           THE NORTHERN TRUST COMPANY, as a Lender


                           By:       /s/ David Sullivan
                              ------------------------------------------------
                              Name:   David Sullivan
                              Title:  Vice President




                                      S-16