NUCOR CORPORATION
                 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN

1.   PURPOSES: The purposes of this Plan are to provide greater incentive for
     key employees, to attract and retain key employees of outstanding
     competence, and to further the identity of interests of key employees with
     those of Nucor Corporation's stockholders.

2.   DURATION: This Plan shall commence on July 1, 1997 and shall terminate on
     March 1, 2007.

3.   NUMBER OF SHARES: The total number of shares of Nucor Corporation's common
     stock which may be issued upon exercise of options granted under this Plan
     is three million (3,000,000).

4.   ADMINISTRATION AND GRANTING OF OPTIONS: This Plan shall be administered by
     Nucor Corporation's Board of Directors, which may authorize the granting of
     options under terms and conditions not inconsistent with this Plan. The
     Board of Directors may delegate all or any part of its authority under this
     Plan to a committee appointed by it and composed of at least two of its
     members.

5.   OPTIONEES: Options may be granted under this Plan only to key employees and
     officers of Nucor Corporation or a subsidiary, including key employees and
     officers who are members of the Board of Directors of Nucor Corporation or
     a subsidiary. No optionee may own (directly or indirectly), at the date of
     grant, more than two percent (2%) of the total combined voting power or
     value of all classes of stock of Nucor Corporation or a subsidiary.

6.   OPTION PRICE: The exercise price of options granted under this Plan shall
     be one hundred percent (100%) of the fair market value of Nucor
     Corporation's common stock on the date of grant.

7.   OPTION TERM: The term of each option granted under this Plan shall not
     exceed ten (10) years from the date of grant.

8.   EXERCISABILITY: Options granted under this Plan shall be exercisable during
     the optionee's lifetime only by the optionee.

9.   TRANSFERABILITY: Options granted under this Plan shall be transferable only
     by will or the laws of descent and distribution.

10.  OTHER PROVISIONS: (a) If any options under this Plan expire or terminate
     without being fully exercised, the unpurchased shares shall again become
     available for grant of options under this Plan. (b) The number or kind of
     shares which may be issued under this Plan, and in appropriate
     circumstances the price per share, shall be equitably adjusted (with
     respect to options granted and to be granted) for stock dividends, splits
     or combinations, mergers, reorganizations, liquidations or other comparable
     corporate events. Any such adjustments shall be made by Nucor Corporation's
     Board of Directors in good faith and shall be binding on all optionees. (c)
     This Plan may be amended by Nucor Corporation's Board of Directors at any
     time, provided that no amendments shall increase the number of shares in
     Paragraph 3 or change the optionees in Paragraph 5, unless approved by
     Nucor Corporation's stockholders.

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