Exhibit
        10.3

       

      AMENDMENT
        NO. 1

      


      NUCOR
        CORPORATION

      SENIOR
        OFFICERS ANNUAL INCENTIVE PLAN

      


      THIS
        AMENDMENT NO. 1 (this “Amendment”)
        to the
        Nucor Corporation Senior Officers Annual 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 to the end
        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 vested
        portion of 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. 1 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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