Exhibit
      10.4

     

    AMENDMENT
      NO. 2

    


    NUCOR
      CORPORATION

    SENIOR
      OFFICERS LONG-TERM INCENTIVE PLAN

    


    THIS
      AMENDMENT NO. 2 (this “Amendment”)
      to the
      Nucor Corporation Senior Officers Long-Term Incentive Plan (the “Plan”)
      is
      adopted as of the 5th day of September, 2007, by NUCOR
      CORPORATION, a
      Delaware corporation
      (the “Company”).

    


    Statement
      of Purpose

    


    The
      Company maintains the Plan to provide incentive compensation to senior officers
      of the Company. The Company desires to amend the Plan to comply with the
      requirements of Section 409A of the Internal Revenue Code of 1986.

    


    NOW,
      THEREFORE, the Company does hereby declare that the Plan is hereby amended
      effective as of the date hereof as follows:

    


    1. Section
      4.2 of the Plan is amended by adding the following new sentence immediately
      after the first sentence thereof:

    


    “In
      no
      event, however, shall payment of a Performance Award be made later than two
      and
      one-half (21⁄2) months after the end of the Performance Period for the Performance
      Award.”

    


    2. Section
      4.3(e) of the Plan is amended to read as follows:

    


    “(e) Payment
      of Deferral Accounts.
      The
      vested portion of an Eligible Employee’s Deferral Account shall be paid to the
      Eligible Employee no earlier than fifteen (15) days and no later than ninety
      (90) days after the Eligible Employee’s separation from service. The form of
      payment shall be one share of the Company’s common stock for each common stock
      unit and cash for any fractional unit credited to the vested portion of the
      Deferral Account. Notwithstanding the foregoing, in no event will distribution
      be made to an Eligible Employee who is a “specified employee,” within the
      meaning of Code Section 409A(a)(2)(B)(i) and the regulations thereunder, prior
      to the date which is six months after such Eligible Employee’s separation from
      service or, if earlier, such Eligible Employee’s death.

    


    In
      accordance with procedures established by the Committee, but in no event later
      than the later of (i)
      December 31, 2007 or (ii)
      thirty
      (30) days after the date an individual initially becomes an Eligible Employee
      under the Plan, the Eligible Employee may elect a single sum payment of the
      Eligible Employee’s Deferral Account or payment in installments over a term
      certain of not more than five (5) years. In the event an Eligible Employee
      fails
      to make a valid method of payment election, distribution of the Eligible
      Employee’s Deferral account shall be made in a single sum payment of shares of
      Company common stock and cash for any fractional unit credited to the Deferral
      Account.”

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Except
      as
      expressly or by necessary implication amended hereby, the Plan shall continue
      in
      full force and effect.

    


    IN
      WITNESS WHEREOF, the Company has caused this Amendment No. 2 to be executed
      by
      its duly authorized officer as of the day and year first above
      written.

    


    
      	 	
              NUCOR
                CORPORATION

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Terry S. Lisenby

            
	 	
              Name:

            	Terry
              S. Lisenby
	 	
              Title:

            	
              Chief
                Financial Officer, Treasurer and Executive

            
	 	 	Vice
              President


    

     

    
      
        
        

      

      
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