Exhibit
      10.1

     

    NUCOR
      CORPORATION

    


    SENIOR
      OFFICERS LONG-TERM INCENTIVE PLAN

    


    As
      Amended and Restated Effective January 1, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Table
      of Contents

    


    
      	
              ARTICLE I

            	
              Introduction

            	
              2

            
	 	 	 
	
              ARTICLE II

            	
              Definitions

            	
              2

            
	 	 	 
	
              ARTICLE III

            	
              Administration

            	
              4

            
	 	 	 
	
              ARTICLE IV

            	
              Performance
                Awards

            	
              4

            
	 	 	 
	
              4.1

            	
              Performance
                Awards

            	
              4

            
	
              4.2

            	
              Performance
                Award Payments

            	
              5

            
	
              4.3

            	
              Deferrals
                of Restricted Stock Performance Awards

            	
              5

            
	 	 	 
	
              ARTICLE V

            	
              Miscellaneous 

            	
              7

            
	 	 	 
	
              5.1

            	
              Amendment
                or Termination

            	
              7

            
	
              5.2

            	
              Assignability

            	
              7

            
	
              5.3

            	
              Source
                of Benefits

            	
              7

            
	
              5.4

            	
              No
                Promise of Continued Employment

            	
              7

            
	
              5.5

            	
              Applicable
                Law

            	
              7

            
	
              5.6

            	
              Stockholder
                Approval

            	
              7

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      I

    Introduction

    


    Nucor
      Corporation hereby amends and restates in its entirety the Nucor Corporation
      Senior Officers Long-Term Incentive Plan to read as set forth herein. The
      purpose of the Plan is to provide incentive compensation to senior officers
      based on Nucor Corporation’s long-term performance relative to that of its
      principal competitors in the steel industry and of other industrial companies,
      consistent with the “performance based compensation” requirements of
      Section 162(m) of the Code.

     

    ARTICLE
      II

    Definitions

    


    For
      purposes of the Plan, the following terms shall have the following
      meanings:

    


    “Adjusted
      Net Earnings”
      for a
      Performance Period means the consolidated net earnings reported by the Company
      for the Performance Period in accordance with generally accepted accounting
      principles, before reported extraordinary items, but after charges or credits
      for taxes measured by income and Performance Awards under this Plan and
      performance awards under the Nucor Corporation Senior Officers Annual Incentive
      Plan.

    


    “Average
      Invested Capital”
      for a
      Performance Period means the average of the Invested Capital of the Company
      as
      of the last day of the immediately preceding Performance Period and the last
      day
      of each fiscal quarter in the Performance Period. 

    


    “Beneficiary”
      means
      the person or persons designated by an Eligible Employee who are to receive
      any
      amounts payable under the Plan following the death of the Eligible
      Employee.

    


    “Board
      of Directors”
      or
“Board”
      means
      the Board of Directors of the Company.

    


    “Code”
      means
      the Internal Revenue Code of 1986, as amended from time to time.

    


    “Company”
      means
      Nucor Corporation, a Delaware corporation.

    


    “Compensation”
      for a
      Performance Period means the annual base salary rate payable to an Eligible
      Employee as of the beginning of a Performance Period, before reduction pursuant
      to any plan or agreement between the Eligible Employee and the Company or a
      Subsidiary whereby compensation is deferred, including, without limitation,
      a
      plan whereby compensation is deferred in accordance with Code
      Section 401(k) or reduced in accordance with Code Section 125.
      Compensation shall not include any other form of compensation, whether taxable
      or non-taxable, including, but not limited to, annual or long-term incentive
      compensation, commissions, gains from the exercise or vesting of stock options,
      restricted stock or other equity-based awards or any other forms of additional
      compensation.

    


    “Committee”
      means
      all
      members of the Compensation and Executive Development Committee of the Board
      of
      Directors who are “outside directors” of the Company within the meaning of
      Section 162(m)(4)(C)(i) of the Code.

    


    “Deferral
      Account”
      means
      the individual bookkeeping account maintained by the Company for an Eligible
      Employee to record the deferral of the Eligible Employee’s Restricted Stock
      Performance Award.

    


    “Deferral
      Agreement”
      means
      the agreement or agreements entered into by an Eligible Employee which provide
      for the deferral of the Eligible Employee’s Restricted Stock Performance Award
      for a Performance Period.

    


    “Eligible
      Employee”
      means an
      Employee who is designated as the Chairman or a Vice Chairman of the Board
      or
      the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
      Officer, the President, an Executive Vice President or a Vice President of
      the
      Company and any other Employee who is a senior officer of the Company or a
      Subsidiary and designated by the Committee as an Eligible Employee.

    


    “Employee”
      means
      any person, including a member of the Board, employed by the Company or a
      Subsidiary on a regular, full-time basis.


    
      
        
        

      

      
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    “General
      Industry Group”
      for a
      Performance Period means a group of not less than ten (10) companies designated
      by the Committee not later than ninety (90) days after the beginning of the
      Performance Period which are engaged in capital intensive industries and
      classified in either the Materials Sector or the Industrials Sector of the
      Global Industry Classification Standard.

    


    “Invested
      Capital”
      means
      the sum of (a)
      long-term debt (comprising bonds, debentures and promissory notes having a
      maturity at the time of execution of more than one (1) year), (b)
      issued
      capital stock, (c)
      additional paid-in capital and (d)
      earnings retained in the business and reserves created by appropriations
      therefrom, minus the cost of treasury stock, all as shown in the Company’s
      consolidated balance sheet.

    


    “Performance
      Award”
      means
      the incentive compensation awarded and payable to an Eligible Employee pursuant
      to Section 4.1 for a Performance Period.

    


    “Performance
      Period”
      means:

    


    (a) the
      one
      (1) fiscal year period commencing on the January 1 coinciding with or
      immediately preceding the date an Eligible Employee commences participation
      in
      the Plan and ending on the immediately succeeding December 31;

    


    (b) the
      two
      (2) fiscal year period commencing on the January 1 coinciding with or
      immediately preceding the date an Eligible Employee commences participation
      in
      the Plan and ending on December 31 of the immediately succeeding fiscal year;
      and

    


    (c) each
      period of three (3) consecutive fiscal years of the Company commencing on the
      January 1 coinciding with or immediately preceding the date an Eligible Employee
      commences participation in the Plan and on each January 1
      thereafter.

    


    “Plan”
      means
      the Nucor Corporation Senior Officers Long-Term Incentive Plan, as set forth
      herein and as amended from time to time.

    


    “Restricted
      Stock Performance Award” is
      defined in Section 4.2.

    


    “Return
      on Average Invested Capital”
      for a
      Performance Period means an amount, expressed as a percentage, determined by
      dividing (a)
      the
      Company’s Adjusted Net Earnings for the Performance Period by (b)
      the
      Company’s Average Invested Capital for the Performance Period.

    


    “Steel
      Peer Group”
      for a
      Performance Period means a group of not less than five (5) steel industry
      competitors designated by the Committee not later than ninety (90) days after
      the beginning of the Performance Period. 

    


    “Subsidiary”
means
      any corporation in which the Company owns, directly or indirectly, stock
      representing 50% or more of the voting power of all classes of stock entitled
      to
      vote and any other business organization, regardless of form, in which the
      Company possesses directly or indirectly 50% or more of the total combined
      equity interests in such organization.

    


    “Target
      Performance Award”
      for an
      Eligible Employee for a Performance Period means that number of shares of the
      Company’s common stock determined by dividing (a)
      eighty-five percent (85%) of the Eligible Employee’s Compensation for the
      Performance Period by (b)
      the
      closing price at which shares of the Company’s common stock are sold regular way
      on the New York Stock Exchange on the last trading day immediately preceding
      the
      beginning of the Performance Period. The Target Performance Award shall not
      be
      rounded up or down to a whole number of shares. 

    


    Notwithstanding
      the foregoing, in the event an Eligible Employee commences participation in
      the
      Plan effective as of any day other than January 1 or if the employment of an
      Eligible Employee is terminated during a Performance Period on or after the
      Eligible Employee attains age fifty-five (55) or due to the Eligible Employee’s
      death or disability, then in either of such events, the Eligible Employee’s
      Target Performance Award shall be adjusted by multiplying such Target
      Performance Award by a fraction, the numerator of which is number of complete
      calendar months during the Performance Period that the Eligible Employee was
      employed by the Company and participating in the Plan, and the denominator
      of
      which is the total number of calendar months in the Performance
      Period.



    
      
        
        

      

      
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    ARTICLE
      III

    Administration

    


    This
      Plan
      shall be administered by the Committee. The Committee shall have all of the
      powers necessary to enable it to properly carry out its duties under the Plan.
      Not in limitation of the foregoing, the Committee shall have the power to
      construe and interpret the Plan and to determine all questions that shall arise
      thereunder. The Committee shall have such other and further specified duties,
      powers, authority and discretion as are elsewhere in the Plan either expressly
      or by necessary implication conferred upon it. The Committee may appoint such
      agents, who need not be members of the Committee, as it may deem necessary
      for
      the effective performance of its duties, and may delegate to such agents such
      powers and duties as the Committee may deem expedient or appropriate that are
      not inconsistent with the intent of the Plan. The decision of the Committee
      upon
      all matters within its scope of authority shall be final and conclusive on
      all
      persons.

    


    ARTICLE
      IV

    Performance
      Awards

    


    4.1
      Performance Awards

    


    (a) Maximum
      Performance Awards.
      The
      maximum Performance Award that may be made to an Eligible Employee with respect
      to any Performance Period shall be two (2) times the Eligible Employee’s Target
      Performance Award for the Performance Period. All Performance Awards under
      the
      Plan shall be based on the Company’s relative Return on Average Invested Capital
      in accordance with Section 4.1(b).

    


    (b) Awards
      Based on Relative Return on Average Invested Capital.

    


    (i) Steel
      Peer Group.
      Fifty
      percent (50%) of the maximum Performance Award for a Performance Period
      (i.e.,
      100% of
      the number of shares of the Company’s common stock comprising the Eligible
      Employee’s Target Performance Award for the Performance Period) shall be
      available for award based on the Company’s Return on Average Invested Capital
      for the Performance Period relative to the return on average invested capital
      of
      each company in the Steel Peer Group for the Performance Period. Not later
      than
      ninety (90) days after the beginning of each Performance Period, the Committee
      shall designate, in writing, the amounts of the Performance Awards that will
      be
      made to each Eligible Employee, expressed as a percentage of the number of
      shares comprising the Eligible Employee’s Target Performance Award for the
      Performance Period, for levels of Return on Average Invested Capital for the
      Performance Period when ranked against the return on average invested capital
      of
      the members of the Steel Peer Group for the Performance Period.

    


    (ii) General
      Industry Group.
      The
      remaining fifty percent (50%) of the maximum Performance Award for a Performance
      Period (i.e.,
      100% of
      the number of shares of the Company’s common stock comprising the Eligible
      Employee’s Target Performance Award for the Performance Period) shall be
      available for award based on the Company’s Return on Average Invested Capital
      for the Performance Period relative to the return on average invested capital
      of
      each company in the General Industry Group for the Performance Period. Not
      later
      than ninety (90) days after the beginning of each Performance Period, the
      Committee shall designate, in writing, the amounts of the Performance Awards
      that will be made to each Eligible Employee, expressed as a percentage of the
      number of shares comprising the Eligible Employee’s Target Performance Award for
      the Performance Period, for levels of Return on Average Invested Capital for
      the
      Performance Period when ranked against the return on average invested capital
      of
      the members of the General Industry Group for the Performance
      Period.

    


    The
      Committee’s designation of the amount of the Performance Award for the Company’s
      rankings against the Steel Peer Group and the General Industry Group shall
      provide approximately equal progression in the amount of the award from the
      minimum to the maximum amount that may be awarded under Sections 4.1(b)(i)
      and
      (ii). The Company’s Steel Peer Group and General Industry Group rankings shall
      be based on the most recent available financial information for the members
      of
      the Steel Peer Group and General Industry Group.


    
      
        
        

      

      
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    (c) Reduction
      or Forfeiture of Performance Awards.
      Notwithstanding
      the foregoing provisions of this Section 4.1:

    


    (i) if
      the
      Company has no reported net earnings for a Performance Period, no Performance
      Awards will be made with respect to the Performance Period;

    


    (ii) the
      Committee in its sole and exclusive discretion may reduce (including a reduction
      to zero) the amount of the Performance Awards otherwise payable to Eligible
      Employees under the Plan for a Performance Period, provided
      the same
      percentage reduction is made to all of the Performance Awards otherwise payable
      for the Performance Period; and

    


    (iii) if
      the
      employment of an Eligible Employee is terminated during a Performance Period
      prior to the Eligible Employee’s attainment of age fifty-five (55) for any
      reason other than the Eligible Employee’s death or disability, the Eligible
      Employee shall not receive any Performance Award under the Plan for the
      Performance Period.

    


    4.2
      Performance Award Payments

    


    An
      Eligible Employee’s Performance Award shall be paid by the Company to the
      Eligible Employee within thirty (30) days after the later of (i)
      the
      completion of the independent audit of the Company’s financial statements for
      the Performance Period or (ii)
      the
      date the Committee certifies in writing the amount of Performance Awards payable
      under Section 4.1. 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. The value of fifty percent (50%) of the shares
      comprising an Eligible Employee’s Performance Award for a Performance Period,
      determined by multiplying the number of such shares by the closing price at
      which shares of the Company’s common stock are sold regular way on the New York
      Stock Exchange on the last trading day of the Performance Period, shall be
      paid
      to the Eligible Employee in cash, less applicable payroll and withholding taxes.
      The remaining fifty percent (50%) of the shares comprising the Eligible
      Employee’s Performance Award shall be rounded down to the next lower whole
      number of shares. Such whole number of shares shall constitute the Eligible
      Employee’s “Restricted
      Stock Performance Award”
and
      shall be delivered to the Eligible Employee, unless the Eligible Employee makes
      an election in accordance with Section 4.3 to defer payment of the Restricted
      Stock Performance Award. The Restricted Stock Performance Award shares shall
      become vested in the Eligible Employee upon the Eligible Employee’s attainment
      of age fifty-five (55) while employed by the Company or a Subsidiary, in the
      event the Eligible Employee dies or becomes disabled while employed by the
      Company or a Subsidiary or, if earlier, in installments based on the Eligible
      Employee’s continued employment with the Company or a Subsidiary through each of
      the following vesting dates:

    


    
      	
              Vesting Date

            	 	
              Vested Portion of Restricted

              Stock Performance Award

            
	
              1st anniversary of
                payment date

            	 	
              33-1/3%

            
	
              2nd
                anniversary of payment date

            	 	
              66-2/3%

            
	
              3rd
                anniversary of payment date

            	 	
              100%

            


    

    In
      the
      event an Eligible Employee’s employment with the Company and its subsidiaries
      terminates for any reason, the Eligible Employee shall, for no consideration,
      forfeit to the Company coincident with such termination all shares in the
      Restricted Stock Performance Award that have not become vested in the Eligible
      Employee. 

    


    4.3
      Deferrals of Restricted Stock Performance Awards

    


    (a) Deferral
      Agreement.
      Each
      Eligible Employee may elect, by entering into a Deferral Agreement with the
      Company, to defer payment of all (and not less than all) of the Restricted
      Stock
      Performance Award otherwise payable to the Eligible Employee for a Performance
      Period. To be effective to defer the payment of a Restricted Stock Performance
      Award, an Eligible Employee must complete and return a Deferral Agreement to
      the
      Company in accordance with procedures established by the Committee for such
      purpose on or before the date that is six (6) months before the end of the
      Performance Period; provided,
      however,
      an
      Employee who first becomes an Eligible Employee during a Performance Period
      shall not be permitted to enter into a Deferral Agreement for the deferral
      of a
      Restricted Stock Performance Award for such Performance Period.


    
      
        
        

      

      
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    An
      Eligible Employee’s Deferral Agreement shall be effective for one Performance
      Period. Therefore, an Eligible Employee must complete and sign a Deferral
      Agreement and return the agreement to the representative of the Company
      designated by the Committee on or before the date that is six (6) months before
      the end of the Performance Period for which a deferral of a Restricted Stock
      Performance Award is intended to be made.

     

    (b) Deferral
      Accounts.
      In
      the
      event an Eligible Employee defers the payment of a Restricted Stock Performance
      Award, the number of shares comprising such award shall be converted into an
      equivalent number of common stock units, and such units shall be credited to
      a
      Deferral Account established and maintained in the Eligible Employee’s name on
      the books and records of the Company.

    


    (c) Dividend
      Equivalent Payments; Adjustments to Common Stock Units.
      The
      Company shall pay to each Eligible Employee in cash, less applicable payroll
      and
      withholding taxes, within thirty (30) days after the payment date of any cash
      dividend with respect to shares of the Company’s common stock a dividend
      equivalent payment equal to the number of common stock units credited to the
      Eligible Employee’s Deferral Account as of the record date for such dividend
      multiplied by the per share amount of the dividend.

    


    In
      the
      event a dividend with respect to shares of the Company’s common stock shall be
      declared and paid in additional shares or in the event the outstanding shares
      of
      the Company’s common stock shall be changed into or exchanged for a different
      number or kind of shares of stock or other securities of the Company or of
      another corporation or changed into or exchanged for cash or property or the
      right to receive cash or property, then the Committee shall in its discretion
      equitably adjust the common stock units credited to the Deferral Accounts under
      the Plan to prevent substantial dilution or enlargement of the rights of
      Eligible Employees under the Plan.

    


    (d) Vesting.
      An
      Eligible Employee shall become vested in the common stock units credited to
      the
      Eligible Employee’s Deferral Account in accordance with the vesting provisions
      of Section 4.2 that would have applied to the Restricted Stock Performance
      Award
      shares from which such units were derived. In the event an Eligible Employee
      terminates employment prior to attaining age fifty-five (55) for any reason
      other than death or disability, the common stock units credited to the Eligible
      Employee’s Deferral Account that are not vested shall be
      forfeited.


     

    (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, 2008 or (ii)
      the
      date an Eligible Employee enters into his or her first Deferral Agreement with
      the Company 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.


     

    (f) Payment
      Following Death.
      An
      Eligible Employee may designate and change at any time the Beneficiary who
      is to
      receive distribution of the vested portion of the Participant’s Deferral Account
      in the event of the Eligible Employee’s death. Any such designation or change
      shall not be effective until received by the representative of the Company
      designated by the Committee. If an Eligible Employee has not properly designated
      a Beneficiary, if for any reason such designation shall not be legally
      effective, or if the designated Beneficiary shall predecease the Eligible
      Employee, then the Eligible Employee’s estate shall be treated as the
      Beneficiary.


    
      
        
        

      

      
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    In
      the
      event of an Eligible Employee’s death prior to distribution of all common stock
      units credited to the Eligible Employee’s Deferral Account, the Eligible
      Employee’s Beneficiary shall receive a distribution of the vested portion of
      such units (in the form of shares of Company common stock and cash for any
      fractional unit credited to the Deferral Account) as soon as practicable
      following the Participant’s death in a single sum payment.

    


    ARTICLE
      V

    Miscellaneous 

     

    5.1
      Amendment or Termination 

    


    The
      Board
      expressly reserves for itself and for the Committee the right and the power
      to
      amend or terminate the Plan at any time. Unless the Committee otherwise
      expressly provides at the time the action is taken, no Performance Awards shall
      be paid to any Eligible Employee on or after the date of any termination of
      the
      Plan.

    


    5.2
      Assignability

    


    Eligible
      Employees shall not alienate, assign, sell, transfer, pledge, encumber, attach,
      mortgage, or otherwise hypothecate or convey in advance of actual receipt the
      amounts, if any, payable hereunder. No part of the amounts payable hereunder
      shall, prior to actual payment, be subject to seizure or sequestration for
      the
      payment of any debts, judgments, alimony, or separate maintenance, nor shall
      any
      person have any other claim to any benefit payable under this Plan as a result
      of a divorce or the Eligible Employee’s, or any other person’s, bankruptcy or
      insolvency.

    


    5.3
      Source of Benefits

    


    The
      Company shall make any cash payments due under the terms of this Plan directly
      from its assets or from any trust that the Company may choose to establish
      and
      maintain from time to time. Shares of the Company’s common stock that may be
      issued under the Plan may be either authorized and unissued shares or shares
      which have been reacquired by the Company. Nothing contained in this Plan shall
      give or be deemed to give any Eligible Employee or any other person any interest
      in any property of any such trust or in any property of the Company, nor shall
      any Eligible Employee or any other person have any right under this Plan not
      expressly provided by the terms hereof, as such terms may be interpreted and
      applied by the Committee in its discretion.

    


    5.4
      No Promise of Continued Employment

    


    Nothing
      in this Plan or in any materials describing or relating to this Plan grants,
      nor
      should it be deemed to grant, any person any employment right, nor does
      participation in this Plan imply that any person has been employed for any
      specific term or duration or that any person has any right to remain in the
      employ of the Company.

    


    5.5
      Applicable Law

    


    The
      Plan
      shall be construed in accordance with and governed by the laws of the State
      of
      North Carolina.

    


    5.6
      Stockholder Approval

    


    The
      effectiveness of this amendment and restatement of the Plan shall be subject
      to
      its approval and ratification by the stockholders of the Company at the 2008
      annual meeting of stockholders.

     

    
      
        
        

      

      
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