<PAGE>

                                                                     Exhibit 4.2

                          SECOND SUPPLEMENTAL INDENTURE

         THIS SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 2002 (this
"Second 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, the Company deems it advisable and in its best interests to
issue and sell $350,000,000 in aggregate principal amount of its Notes due 2012
(the "Notes") at an initial offering price to investors of 99.945% of such
aggregate principal amount; the 4.875% Notes due 2012 issued pursuant to that
certain Purchase Agreement dated as of September 26, 2002 by and among the
Company and Banc of America Securities LLC and Wachovia Securities, Inc., as
representatives of the initial purchasers (the "Initial Purchasers") listed
therein are entitled "4.875% Notes due 2012, Series A";

         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 has duly authorized the execution and delivery of
an indenture in the form of this Second Supplemental Indenture, and all things
necessary to make this Supplemental Indenture a legal, binding and enforceable
agreement, have been done and performed;

         NOW, THEREFORE, THIS SECOND 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 Securities (as defined
herein), as follows:

         Section 1. Definitions. Terms used in this Second Supplemental
Indenture and not defined herein shall have the respective meanings given such
terms in the Original Indenture. As used in this Second Supplemental Indenture,
unless a different meaning clearly appears from the context, 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 0.25%.

<PAGE>

                  Accredited Investor has the meaning given to that term in Rule
         501 under the Securities Act.

                  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.

                  Comparable Treasury Issue means, the United States Treasury
         security selected by Wachovia 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.

                  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.

                  Exchange Notes means the 4.875% Notes due 2012, Series B that
         may be issued in exchange for the Notes pursuant to that certain
         Exchange and Registration Rights Agreement dated as of the date hereof
         by and among the Company and Banc of America Securities LLC and
         Wachovia Securities, Inc., as representatives of the Initial
         Purchasers, which Exchange Notes are entitled "4.875% Notes due 2012,
         Series B".

                  Exchange Global Notes means one or more permanent Global Debt
         Securities in registered form representing the aggregate principal
         amount of Exchange Notes exchanged for Notes.

                  Exchange Registration Statement means a registration statement
         on the appropriate form filed by the Company that permits, when
         declared effective by the SEC, the exchange of the Notes for the
         Exchange Notes.

                  Reference Treasury Dealer means each of Banc of America
         Securities LLC and Wachovia Securities, Inc., and their respective
         successors, and two other primary U.S. government securities dealers in
         New York City selected by Wachovia Securities, Inc. (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

                                       2

<PAGE>

         Treasury Dealer at 5:00 p.m. (New York City time) on the third Business
         Day preceding the redemption date.

                  Registered Exchange Offer means the offer which may be made by
         the Company pursuant to a registration agreement to exchange Notes for
         Exchange Notes.

                  Registration Agreement means the Exchange and Registration
         Rights Agreement, dated October 1, 2002, between the Company and Banc
         of America Securities LLC, Wachovia Securities, Inc. and the other
         Initial Purchasers.

                  SEC means the United States Securities and Exchange
         Commission.

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

                  Securities means the Notes and the Exchange Notes
         collectively.

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

         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
$1,000 and integral multiples of $1,000 in excess thereof. Notes in certificated
form acquired by institutional Accredited Investors are required to be a minimum
of $100,000 in aggregate principal amount of Notes acquired.

         The Rule 144A Global Notes and the Regulation S Global Notes (each as
defined below) and the Trustee's certificate of authentication thereon shall be
in the form set forth in Exhibit A hereto. The Exchange Notes and the Trustee's
certificate of authentication thereon shall be issued as Exchange Global Notes
in the form set forth in Exhibit B hereto. Each of the Rule 144A Global Notes,
the Regulation S Global Notes and the Exchange Global 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, DTC, any organizational document or governing instrument or
applicable law or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.
Each Global Note (as defined below) and each Exchange Global Note shall
represent such of the outstanding Notes and Exchange Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes and Exchange Notes from time to time endorsed
thereon. Any portion of the text of any Note or Exchange Note may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the
Note or Exchange Note.

                                       3

<PAGE>

         Notes initially sold to qualified institutional buyers within the
United States and to subsequent transferees, directly or indirectly, of such
Notes, including institutional Accredited Investors, will be in book-entry form
represented by one or more global notes in registered form without interest
coupons (the "Rule 144A Global Notes"), which will be deposited with the
Trustee, as custodian for The Depository Trust Company ("DTC"), and registered
in the name of DTC or its nominee. DTC shall be the Depositary (as defined in
the Original Indenture) with respect to the Notes. Notes initially sold to
non-U.S. persons outside the United States in reliance on Regulation S will be
represented by one or more global notes in registered form without interest
coupons (the "Regulation S Global Notes", which include the Regulation S
Temporary Global Notes and the Regulation S Permanent Global Notes (each as
defined below)). The Rule 144A Global Notes and the Regulation S Global Notes
are collectively referred to herein as the "Global Notes".

         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.

         The Regulation S Global Notes initially will be represented by one or
more temporary global notes (the "Regulation S Temporary Global Notes") in fully
registered form, without interest coupons. The Regulation S Temporary Global
Notes will be deposited with the Trustee, as custodian for DTC, and registered
in the name of a nominee of DTC for credit to any DTC participants holding
directly or indirectly for non-U.S. person beneficial owners through the
respective accounts of the Initial Purchasers (or to other accounts as they may
direct) at Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), or Clearstream Banking, societe anonyme ("Clearstream"), which in
turn have accounts with direct participants of DTC.

         The Regulation S Temporary Global Notes will be exchangeable for
permanent Regulation S Global Notes (the "Regulation S Permanent Global Notes")
after the expiration of the period commencing on the latest of the date of the
offering and the original issue date of the Notes and ending on the 40th day
thereafter (that period through and including the 40th day is referred to as the
"Restricted Period"). Prior to the end of the Restricted Period, a beneficial
interest in a Regulation S Temporary Global Note may be transferred to a person
who takes delivery in the form of an interest in a Rule 144A Global Note only
upon receipt by the Trustee of a written certification from the transferor to
the effect that such transfer is being made to a person whom the transferor
reasonably believes is a qualified institutional buyer in a transaction meeting
the requirements of Rule 144A under the Securities Act of 1933. Beneficial
interests in a Rule 144A Global Note may be transferred to a person who takes
delivery in the form of an interest in a Regulation S Global Note whether
before, on or after the end of the Restricted Period, only upon receipt by the
Trustee of a written certification from the transferor to the effect that the
transfer is being made in accordance with Regulation S, provided that if such
transfer occurs prior to the expiration of the Restricted Period, the interest
transferred will be held immediately thereafter through Euroclear or
Clearstream.

         Exchange Notes exchanged for Notes, issued initially in the form of one
or more Exchange Global Notes, shall be deposited upon issuance with the
Trustee, as custodian for DTC, registered in the name of DTC or its nominee, in
each case for credit to an account of a

                                       4

<PAGE>

direct or indirect participant of DTC, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Exchange 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 to this Second Supplemental Indenture unless the Company determines
otherwise in accordance with applicable law.

         Section 3. Issue, Execution and Authentication.

         (a) The aggregate principal amount of the Notes to be issued by the
Company and authenticated and delivered under this Second Supplemental Indenture
is $350,000,000 (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 or pursuant to the Registered Exchange Offer).
Notwithstanding the foregoing, the Company may reopen this 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
Notes. Any such additional notes, together with the Notes, will be consolidated
with and constitute a single series of Debt Securities under the Original
Indenture.

         (b) Subject to subsection (a) above and in accordance with the
applicable provisions of the Original Indenture, the Trustee shall authenticate
and deliver: (1) Notes for original issue in an aggregate principal amount of
$350,000,000, and (2) Exchange Notes for issue only in a Registered Exchange
Offer pursuant to the Registration Agreement, for a like principal amount of
Notes to be exchanged pursuant to the Registered Exchange Offer.

         Section 4. Principal and Interest Payments; Maturity Date. (a) The
Notes shall bear interest initially at the rate of 4.875% per annum, computed
based on a 360-day year consisting of twelve 30-day months, from the date of
issuance and Exchange Notes shall bear interest from the last interest payment
date through which interest has been paid, prior to issuance of the Exchange
Notes, on the Notes in exchange for which the Exchange Notes are issued.
Interest on the Notes will accrue from the date of issuance and will be payable
semi-annually in arrears on April 1 and October 1 of each year, commencing April
1, 2003, to the registered holders of the Notes on the preceding March 15 and
September 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 October 1, 2012 (the "Maturity Date").

         (b) Payments in respect of the Notes, subject to DTC's customary
procedures, represented by Global Notes (including principal, premium, if any,
and interest on the Notes) will be made by wire transfer of immediately
available same day funds to the accounts specified by the holder of interests in
that Global Note. With respect to Notes in registered, certificated

                                       5

<PAGE>

form, the Company will make all payments of principal, premium, if any, and
interest by wire transfer of immediately available same day funds to the
accounts specified by the holders thereof or, if no account is specified, by
mailing a check to each such holder's registered address.

         (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.

         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.

         Section 6.  Exchange of Notes For Exchange Notes. Exchanges of Notes
for Exchange Notes shall be made in accordance with the provisions of Section
2.05 of the Original Indenture, as revised in this Supplemental Indenture and in
connection with the Registered Exchange Offer; provided that no such exchange
for Exchange Notes shall occur until an Exchange Registration Statement shall
have been declared effective by the SEC and the Trustee shall have received an
Officers' Certificate confirming that the Exchange Registration Statement has
been declared effective by the SEC.

         Section 7.  Notes Deemed a Single Series. The Notes and the Exchange
Notes shall be considered collectively to be a single series of Debt Securities
for all purposes under the Original Indenture and this Supplemental Indenture,
including, without limitation, waivers, amendments, redemptions and offers to
purchase.

         Section 8.  Exchange of Global Notes for other Global Notes. For
purposes of this Second Supplemental Indenture, Section 2.05 of the Original
Indenture shall be revised in part as follows:

         (a)    Subject to the operations and procedures of DTC, Euroclear and
Clearstream in effect from time to time, transfers of the Notes and the Exchange
Notes shall be effected in accordance with the following provisions.

                                       6

<PAGE>

         (b)   In connection with transfers involving an exchange of a
beneficial interest in a Regulation S Global Note for a beneficial interest in a
Rule 144A Global Note, or vice versa, appropriate adjustments will be made to
reflect a decrease in the principal amount of the one Global Note and a
corresponding increase in the principal amount of the other Global Note, as
applicable. Any beneficial interest in the one Global Note that is transferred
to a person who takes delivery in the form of the other Global Note will, upon
transfer, cease to be an interest in the first Global Note and become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in that other Global Note for as long as it remains an interest.

         Section 9.  Transfer of Notes. By its acceptance of the Notes, each
Holder of such a Note acknowledges the restrictions on transfer of such Note set
forth in the Original Indenture, this Second Supplemental Indenture and in the
legend affixed on such Note and agrees that it will transfer such Note only as
provided in this Second Supplemental Indenture and in such Note. The Company and
the Trustee shall be entitled to obtain and conclusively rely upon, in
connection with any transfer of a Note other than a transaction meeting the
requirements of Rule 144A, an opinion of counsel opining as to matters such as
whether such Note is being transferred pursuant to an exemption from
registration under the Securities Act and has any restrictions on resale, and
regarding the status of the transferee, including without limitation, whether
the transferee is an institutional Accredited Investor or a "U.S. Person" within
the meaning of Regulation S.

         Section 10. Miscellaneous. The provisions of this Second 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
Second Supplemental Indenture.

         Section 11. Governing Law. This Second Supplemental Indenture and the
Securities 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 12. 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 Second 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.

         Section 13. Counterparts.  This Second 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]

                                       7

<PAGE>

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

                                      NUCOR CORPORATION


                                      By:___________________________________
                                         Chief Financial Officer, Treasurer and
                                         Executive Vice President

Attest:


By: ______________________
       Secretary


                                      THE BANK OF NEW YORK, as Trustee


                                      By: __________________________________
                                          Name:
                                          Title:





<PAGE>

                                                                       Exhibit A

          FORM OF RULE 144A GLOBAL NOTES AND REGULATION S GLOBAL NOTES

                                 [FACE OF NOTES]

Legend to be included in all Global Notes:

         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
         (AS DEFINED BELOW), 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 THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT
         AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
         OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC (AND ANY PAYMENT 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.

Additional legend to be included in Rule 144A Global Notes and Regulation S
Global Notes:

         THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
         UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY
         STATE AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
         APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
         ACT TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
         INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS
         OWN ACCOUNT OR FOR THE ACCOUNT OF A

                                       2

<PAGE>

         QUALIFIED INSTITUTIONAL BUYER WHOM THE SELLER HAS INFORMED THAT THE
         REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
         RULE 144A, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
         TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR PURCHASING
         NOTES FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL
         ACCREDITED INVESTOR, THAT PRIOR TO SUCH TRANSFER, WILL DELIVER A
         CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM
         OF WHICH CAN BE OBTAINED FROM THE TRUSTEE), AND THAT IS NOT ACQUIRING
         THE NOTES WITH A VIEW TO ANY RESALE OR DISTRIBUTION THEREOF IN
         VIOLATION OF THE SECURITIES ACT, (3) IN AN OFFSHORE TRANSACTION IN
         ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (4) PURSUANT TO
         AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
         SECURITIES ACT (IF AVAILABLE), (5) PURSUANT TO ANOTHER EXEMPTION
         AVAILABLE UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (7) TO THE ISSUER,
         IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE SKY
         LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
         JURISDICTION. THE NOTES MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH
         PURCHASER, BY ITS PURCHASE OF THE NOTES, WILL BE DEEMED TO HAVE
         REPRESENTED AND COVENANTED THAT IT IS NOT ACQUIRING THE NOTES FOR OR ON
         BEHALF OF, AND WILL NOT TRANSFER THE NOTES TO, ANY EMPLOYEE BENEFIT
         PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, EXCEPT
         THAT SUCH PURCHASE AND HOLDING OF NOTES FOR OR ON BEHALF OF A PENSION
         OR WELFARE PLAN SHALL BE PERMITTED TO THE EXTENT THAT PTCE 91-38, PTCE
         90-1, PTCE 95-60, PTCE 84-14, PTCE 96-23 OR SOME OTHER STATUTORY OR
         ADMINISTRATIVE PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE
         PURCHASE AND HOLDING OF THE OFFERED NOTES BY THE PURCHASER. THE HOLDER
         WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
         FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
         FORTH ABOVE.

Additional legend to be included in Regulation S Temporary Global Notes:

         PRIOR TO THE EXPIRATION OF THE "40 DAY DISTRIBUTION COMPLIANCE PERIOD"
         (AS DEFINED IN REGULATION S), THIS SECURITY MAY NOT BE OFFERED, SOLD,
         PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES WITHIN THE
         MEANING OF REGULATION S, EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A
         QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN A
         TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE OR
         OTHERWISE IN ACCORDANCE WITH REGULATION S.

                                       3

<PAGE>

Paragraph to be included in Regulation S Temporary Global Notes:

     This Note is a Regulation S Temporary Global Note that will be exchangeable
for a permanent Regulation S Global Notes after the expiration of the period
commencing on the latest of the date of this offering and the original issue
date of the notes and ending on the 40th day thereafter (that period through and
including the 40th day is referred to as the "Restricted Period"). During the
Restricted Period, a beneficial interest in this Regulation S Temporary Note may
be held only through Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or Clearstream Banking, societe anonyme, which in turn have accounts
with DTC.

                                       4

<PAGE>

                                Nucor Corporation

                         4.875% Notes due 2012, Series A

N-1                                                        CUSIP [670346AC9/1//
                                                                  U66980AB6/2/]

                                                           $______________/3/

     Issue Date: _____________

     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 ___________________________ ($_______________) on October 1,
2012. The 4.875% Notes due 2012, Series A are herein referred to as the "Notes".

     Interest Payment Dates: April 1 and October 1, commencing April 1, 2003.

     Record Dates: March 15 and September 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.

-------------------
/1/  To be included in Rule 144A Global Notes.

/2/  To be included in Regulation S Global Notes.

/3/  The aggregate principal amount of the Rule 144A Global Notes and
Regulation S Global Notes shall total $350,000,000. The aggregate principal
amount of the initial Rule 144A Global Note shall be $349,000,000 and the
aggregate principal amount of the initial Regulation S Temporary Global Note
shall be $1,000,000.

                                       5

<PAGE>

     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


                                        ________________________________________
                                        Terry S. Lisenby
                                        Chief Financial Officer, Treasurer and
                                        Executive Vice President


                (Form of Trustee's Certificate of Authentication)


     This 4.875% Notes due 2012, Series A 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

                                        6

<PAGE>

                             [REVERSE SIDE OF NOTE]


                                NUCOR CORPORATION

                         4.875% Notes due 2012, Series A

     (1)  Principal and Interest. The Company will pay the principal of this
Note on October 1, 2012.

     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 April 1, 2003.

     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 October 1, 2002;
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.

     The Company shall pay the Special Interest ("Special Interest"), if any,
payable pursuant to Section 2 of that certain Exchange and Registration Rights
Agreement dated October 1, 2002 between the Company and the initial purchasers
named therein.

     The Company shall pay interest on overdue principal and premium and
interest on overdue installments of interest (including Special Interest), to
the extent lawful, upon demand of the Trustee at the rate borne by the Notes.

     (2)  Method of Payment. The Company will pay interest and Special Interest
(except as provided pursuant to Article Seven of the Indenture with respect to
defaulted interest and interest such as Special Interest) on the principal
amount of the Notes as provided above on each April 1 and October 1 to the
Persons who are Holders (as reflected in the Debt Security register at the close
of business on the March 15 and September 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 and Special 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

                                       7

<PAGE>

Holder that surrenders this Note to a Paying Agent with respect to the Notes (a
"Paying Agent") on or after October 1, 2012.

     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 (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.

     (3)  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.

     (4)  Indenture; Limitations. The Company issued the Notes under an
Indenture dated as of January 12, 1999, as supplemented by the Second
Supplemental Indenture dated October 1, 2002 (collectively, 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 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 Second Supplemental Indenture establishes the original
aggregate principal amount of the Notes at $350,000,000, all of which were
issued by the Company on the Issue Date indicated on the face of this Note, and
this

                                       8

<PAGE>

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 Second
Supplemental Indenture.

         (5) Optional Redemption. The Notes will be redeemable, at the Company's
option, in whole or in part, at any time in accordance with the provisions set
forth in the Indenture at a redemption price equal to the greater of 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.

         (6) Denominations; Transfer; Exchange. (a) The Notes are in registered
form without coupons in minimum denominations of $1,000 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.

         (b) 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.

         (c) The Company will provide for registration of transfers of the Notes
through the Registrar, initially the Trustee, subject to the operations and
procedures of DTC, Euroclear and Clearstream 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.

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

         (8) 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

                                       9

<PAGE>

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.

         (9)  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.

         (10) 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.

         (11) 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.

         (12) 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.

                                       10

<PAGE>

         (13) Defaults and Remedies. An Event of Default is: (a) 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 10 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, and
continuance of such default for 10 days after receipt by the Company of a
written notice of such default from any Person; (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 any series of
Debt Securities, the Holders of a majority in principal amount of the
outstanding Debt Securities of that series may, on behalf of the Holders of all
Debt Securities of that series, waive any past default or Event of Default with
respect to the Debt Securities of that series except a default (i) in the
payment of principal of, premium, if any, or interest, if any, on any Debt
Securities of that series 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 Debt Security of that series. After the
principal of all outstanding Debt Securities of a series such as the 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 Debt Securities of that series may waive all
defaults with respect to all Debt Securities of that series 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 that series of Debt Securities have been
remedied, cured or waived.

         (14) 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.

                                       11

<PAGE>

         (15) 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.

         (16) 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.

         (17) Governing Law. The Securities 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.

         (18) Additional Rights. In addition to the rights  provided to the
Holders under the Indenture, the Holders shall have the rights given to them
under the Exchange and Registration Rights Agreement referred to above.

         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, 2100
Rexford Road, Charlotte, North Carolina 28211, Attention: Terry S. Lisenby.

                                       12

<PAGE>

                                 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)

         The Holder understands that the Notes were offered and sold in
transactions not involving any public offering in the United States within the
meaning of the Securities Act, have not been and will not be registered under
the Securities Act or any securities or "Blue Sky" laws of any jurisdiction, and
may not be reoffered, resold, pledged or otherwise transferred except (A) as set
forth in (i) - (vii) below; and (B) in accordance with all applicable securities
and "Blue Sky" laws of the states of the United States and any other applicable
jurisdictions.

Check one below

(i)     _____    to a person that the Holder reasonably believes is a qualified
                 institutional buyer that purchases for its own account or the
                 account of another qualified institutional buyer to whom notice
                 is given that the resale, pledge or transfer is being made in
                 reliance on Rule 144A under the Securities Act, in a
                 transaction meeting the requirements of Rule 144A,

(ii)    _____    to an institutional investor that is an accredited investor
                 purchasing Notes for its own account, or for the account of
                 another institutional accredited investor, that prior to such
                 transfer, will deliver a certificate to the Trustee in the form
                 attached hereto as Appendix A, and that is not acquiring the
                 Notes with a view to any resale or distribution thereof in
                 violation of the Securities Act,

(iii)   _____    in an offshore transaction complying with Rule 903 or Rule 904
                 of Regulation S under the Securities Act,

<PAGE>

(iv)     _____    pursuant to an exemption from registration under the
                  Securities Act provided by Rule 144 thereunder (if available),

(v)      _____    pursuant to another exemption available under the Securities
                  Act,

(vi)     _____    pursuant to an effective registration statement under the
                  Securities Act, or

(vii)    _____    to the Company.


         The Holder acknowledges and agrees that the Company and the Trustee
reserve the right, prior to any offer, sale or other transfer of Notes pursuant
to clause (ii), (iii), (iv) or (v) above, to require the delivery of an opinion
of counsel, certifications and/or other information satisfactory to the Company
and the Trustee. The Holder will, and each subsequent Holder is required to,
notify any subsequent purchaser from such Holder of the resale restrictions set
forth in (A) and (B) above.

                                                ________________________________
                                                Signature

         Signature Guarantee:

         __________________________________     ________________________________
         (Signature must be guaranteed by a
         member form of the New York Stock
         Exchange or a commercial bank or
         trust company)

         _______________________________________________________________________
              TO BE COMPLETED BY PURCHASER IF (i) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule l44A under the Securities Act,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: ________________________                     ____________________________
                                                    Notice: To be executed by an
                                                    executed officer

                                       2

<PAGE>

                                                                      APPENDIX A

Banc of America Securities LLC
Wachovia Securities, Inc.

As Representatives of the Initial
Purchasers in connection with the Offering
Memorandum referred to below

Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina 28211

Dear Sirs and Mesdames:

         We are delivering this letter in connection with an offering of 4.875%
Notes due 2012 (the "notes") of Nucor Corporation (the "Company"), all as
described in the confidential offering memorandum (the "offering memorandum")
relating to the offering.

         We hereby confirm that:

         (a)    we are an institutional "accredited investor" within the meaning
                of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
                1933, as amended (the "Securities Act") (an "institutional
                accredited investor");

         (b)    any purchase of the notes by us will be for our own account or
                for the account of one or more other institutional accredited
                investors for which we exercise sole investment discretion;

         (c)    in the event that we purchase any of the notes, we will acquire
                notes having a minimum purchase price of $100,000 in aggregate
                principal amount, in each case for our own account or for any
                separate account for which we are acting;

         (d)    we have such knowledge and experience in financial and business
                matters that we are capable of evaluating the merits and risks
                of purchasing the notes, and we and any accounts for which we
                are acting are each able to bear the economic risks of our or
                their investment;

         (e)    we are not acquiring the notes with a view to, or for offer or
                sale in connection with, any distribution in violation of the
                Securities Act; and

         (f)    we have received a copy of the offering memorandum and
                acknowledge that we have had access to such financial and other
                information, and have been afforded the opportunity to ask such
                questions of representatives of the Company and receive answers
                thereto, as we deem necessary in connection with our decision to
                purchase the notes.

                                       3

<PAGE>

         We understand that the notes are being offered in a transaction not
involving any public offering within the United States within the meaning of the
Securities Act and that the notes have not been registered under the Securities
Act, and we agree, on our own behalf and on behalf of each account for which we
acquire any notes, that if in the future we decide to offer, resell, pledge or
otherwise transfer such notes, such notes may be offered, resold, pledged or
otherwise transferred only (A)(i) to a person that we reasonably believe is a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act that purchases for its own account or the account of another
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, in a transaction meeting the
requirements of Rule 144A, (ii) to an institutional investor that is an
accredited investor purchasing notes for its own account, or for the account of
another institutional accredited investor, that prior to such transfer will
deliver a certificate to the trustee substantially in the form of this
certificate, and that is not acquiring the notes with a view to any resale or
distribution thereof in violation of the Securities Act, (iii) in an offshore
transaction complying with Rule 904 of Regulation S under the Securities Act,
(iv) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available), (v) pursuant to another
exemption available under the Securities Act, (vi) pursuant to an effective
registration statement under the Securities Act, or (vii) to the Company; and
(B) in accordance with all applicable securities and "Blue Sky" laws of the
states of the United States and any other applicable jurisdictions. We will, and
each subsequent holder is required to, notify any subsequent purchaser from it
of the resale restrictions set forth in (A) and (B) above. We understand that,
prior to any transfer referred to in clause (ii), (iii), (iv) or (v) of the
preceding sentence, we must furnish to the trustee for the notes such
certifications, legal opinions and other information as the Company or the
trustee may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.

         We acknowledge that you, the Company and others will rely upon our
confirmations, acknowledgements and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

         THIS LETTER 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.

                                            Name of Purchaser

Date:___________________________________   By: _________________________________
                                           Name:
                                           Title:
                                           Address:

                                       4

<PAGE>

                                                                       Exhibit B

                          FORM OF EXCHANGE GLOBAL NOTES

                                 [FACE OF NOTES]

Legend to be included in all Global Notes:

         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
         (AS DEFINED BELOW), 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 THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT
         AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
         OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC (AND ANY PAYMENT 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.

Additional legend to be included in Securities relating to Restricted Holders
(as defined in the Registration Agreement contemplated by the Indenture):

         THE NOTES EVIDENCED HEREBY ARE "RESTRICTED SECURITIES" WITHIN THE
         MEANING OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT") AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
         OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND
         ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE AND OTHER APPLICABLE
         LAWS AND ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION AVAILABLE
         UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES

<PAGE>

         ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE
         SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
         JURISDICTION. THE NOTES MAY NOT BE SOLD OR TRANSFERRED TO, AND EACH
         PURCHASER, BY ITS PURCHASE OF THE NOTES, WILL BE DEEMED TO HAVE
         REPRESENTED AND COVENANTED THAT IT IS NOT ACQUIRING THE NOTES FOR OR ON
         BEHALF OF, AND WILL NOT TRANSFER THE NOTES TO, ANY EMPLOYEE BENEFIT
         PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, EXCEPT
         THAT SUCH PURCHASE AND HOLDING OF NOTES FOR OR ON BEHALF OF A PENSION
         OR WELFARE PLAN SHALL BE PERMITTED TO THE EXTENT THAT PTCE 91-38, PTCE
         90-1, PTCE 95-60, PTCE 84-14, PTCE 96-23 OR SOME OTHER STATUTORY OR
         ADMINISTRATIVE PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE
         PURCHASE AND HOLDING OF THE OFFERED NOTES BY THE PURCHASER. THE HOLDER
         WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
         FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
         FORTH ABOVE.

                                       2

<PAGE>

                                Nucor Corporation

                         4.875% Notes due 2012, Series B

         N-1                                               CUSIP _______________

                                                           $_________________
         Issue Date: _____________

         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 ___________________________ ($_______________) on October 1,
2012. The 4.875% Notes due 2012, Series B are herein referred to as the "Notes".
These Notes were issued in exchange for a like principal amount of 4.875% Notes
due 2012, Series A pursuant to the Registered Exchange Offer.

         Interest Payment Dates: April 1 and October 1, commencing from the last
interest payment date through which interest has been paid, prior to issuance of
these Notes, on the 4.875% Notes due 2012, Series A.

         Record Dates: March 15 and September 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.

                                       3

<PAGE>

     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


                                          ____________________________________
                                          Terry S. Lisenby
                                          Chief Financial Officer, Treasurer and
                                          Executive Vice President



                (Form of Trustee's Certificate of Authentication)

     This 4.875% Notes due 2012, Series B 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

                                       4

<PAGE>

                             [REVERSE SIDE OF NOTE]



                                NUCOR CORPORATION

                         4.875% Notes due 2012, Series B

     (1) Principal and Interest. The Company will pay the principal of this Note
on October 1, 2012.


     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 from the last interest payment date through which interest has
been paid, prior to issuance of these Notes, on the 4.875% Notes due 2012,
Series A.

     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 October 1, 2002;
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.

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

     (2) 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
April 1 and October 1 to the Persons who are Holders (as reflected in the Debt
Security register at the close of business on the March 15 and September 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 a
Paying Agent with respect to the Notes (a "Paying Agent") on or after October 1,
2012.

     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

                                        5

<PAGE>

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.

     (3) 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.

     (4) Indenture; Limitations. The Company issued the Notes under an Indenture
dated as of January 12, 1999, as supplemented by the Second Supplemental
Indenture dated October 1, 2002 (collectively, 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 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 Second Supplemental Indenture establishes the original
aggregate principal amount of the Notes at $350,000,000, 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
Second Supplemental Indenture.

                                       6

<PAGE>

     (5) Optional Redemption. The Notes will be redeemable, at the Company's
option, in whole or in part, at any time in accordance with the provisions set
forth in the Indenture at a redemption price equal to the greater of 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.

     (6) Denominations; Transfer; Exchange. (a) The Notes are in registered form
without coupons in minimum denominations of $1,000 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.

     (b) 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.

     (c) The Company will provide for registration of transfers of the Notes
through the Registrar, initially the Trustee, subject to the operations and
procedures of DTC, Euroclear and Clearstream 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
involving Restricted Holders (as defined in the Registration Agreement).

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

     (8) 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.

                                       7

<PAGE>

     (9)  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.

     (10) 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.

     (11) 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.

     (12) 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.

     (13) Defaults and Remedies. An Event of Default is: (a) 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 10 days after receipt
by the Company of written notice of such default from any

                                       8

<PAGE>

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, and continuance of such default for 10 days after receipt by the
Company of a written notice of such default from any Person; (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 any series of Debt
Securities, the Holders of a majority in principal amount of the outstanding
Debt Securities of that series may, on behalf of the Holders of all Debt
Securities of that series, waive any past default or Event of Default with
respect to the Debt Securities of that series except a default (i) in the
payment of principal of, premium, if any, or interest, if any, on any Debt
Securities of that series 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 Debt Security of that series. After the
principal of all outstanding Debt Securities of a series such as the 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 Debt Securities of that series may waive all
defaults with respect to all Debt Securities of that series 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 that series of Debt Securities have been
remedied, cured or waived.

     (14) 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.

     (15) 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

                                       9

<PAGE>

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.

     (16) 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.

     (17) Governing Law. The Securities 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.

     (18) Additional Rights. In addition to the rights provided to the Holders
under the Indenture, the Holders shall have the rights given to them under the
Exchange and Registration Rights Agreement referred to above for so long as any
such rights shall remain in effect pursuant to such Exchange and Registration
Rights Agreement.

     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, 2100
Rexford Road, Charlotte, North Carolina 28211, Attention: Terry S. Lisenby.

                                       10

<PAGE>

                                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)

     The Holder understands that the Notes relating to this Assignment Form are
"restricted securities" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and may not be reoffered, resold, pledged or
otherwise transferred except pursuant to (A)(i) an exemption available under the
Securities Act, as described below, or (ii) an effective registration statement
under the Securities Act and (B) in accordance with all applicable securities
and "Blue Sky" laws of the states of the United States and any other applicable
jurisdictions.

Description of Transfer:________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

     The Holder acknowledges and agrees that the Company and the Trustee reserve
the right, prior to any offer, sale or other transfer of Notes pursuant to
clause (A)(i) above, to require the delivery of an opinion of counsel,
certifications and/or other information satisfactory to the Company and the
Trustee. The Holder will, and each subsequent Holder is required to, notify any
subsequent purchaser from such Holder of the resale restrictions set forth in
(A) and (B) above.

                                                ________________________________
                                                Signature

     Signature Guarantee:

     ____________________________________       ________________________________
     (Signature must be guaranteed by
      a member form of the New York Stock
      Exchange or a commercial bank or
      trust company)