Exhibit
      10.2

     

    AMENDMENT
      NO. 1

    


    NUCOR
      CORPORATION

    2005
      STOCK OPTION AND AWARD PLAN

    


    THIS
      AMENDMENT NO. 1 (this “Amendment”)
      to the
      Nucor Corporation 2005 Stock Option and Award 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
      4.4(d) of the Plan is amended to read as follows:

     

    “(d) Unless
      an
      earlier payment date is specified in the Award Agreement for the Participant’s
      Restricted Stock Units, the vested Restricted Stock Units credited to a
      Participant’s Restricted Stock Unit Account shall be paid to the Participant, or
      in the event of the Participant’s death, to the Participant’s Beneficiary, no
      earlier than fifteen (15) days and no later than ninety (90) days after the
      date
      the Participant terminates service as a member of the Board or separates from
      service as an Employee, as applicable; provided,
      however,
      in no
      event will distribution be made to Participant 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 Participant’s
      separation from service or, if earlier, such Participant’s death. The form of
      payment shall be one share of the Company’s common stock for each Restricted
      Stock Unit credited to the vested portion of the Participant’s Restricted Stock
      Unit Account and cash for any fractional unit.

     

    If
      permitted under the terms of the Award Agreement for the Participant’s
      Restricted Stock Units and 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 a Participant under
      the
      Plan, the Participant may elect a single sum payment of the Participant’s
      Restricted Stock Unit Account or payment in installments over a term certain
      of
      either three (3) or five (5) years. Any such election shall apply to a
      Participant’s entire Restricted Stock Unit Account and shall be irrevocable. In
      the event a Participant fails to make a valid method of payment election,
      distribution of the Participant’s Restricted Stock Unit Account shall be made in
      a single sum payment of shares of Company common stock and cash for any
      fractional unit credited to the Restricted Stock Unit Account.”


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. Section
      4.8 of the Plan is amended to read as follows:

     

    “Section
      4.8. [Intentionally
      Deleted.]

     

    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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