Exhibit 10.4


 


FIRST AMENDMENT TO THE 

QUANEX CORPORATION 401(K) SAVINGS PLAN FOR HOURLY EMPLOYEES


 


THIS AGREEMENT by
Quanex Corporation, a Delaware corporation (the “Company”),


 


W I T N E S S E T H:


 


WHEREAS,
the Company maintains the Quanex orporation 401(k) Savings Plan for Hourly
Employees (the “Plan”); and


 


WHEREAS, the
Company desires to amend the Plan to comply with certain requirements of the
Economic Growth and Revenue Reconciliation Act of 2001, Final Department of
Treasury Regulations issued under section 401(a)(9) of the Internal Revenue
Code of 1986, as amended and new claims procedure rules issued by the
Department of Labor;


 


NOW THEREFORE, the
Plan is hereby amended as follows:


 


(1)       Effective
January 1, 2003, the following new definitions shall be added to Article I
in alphabetical order:


 


“Applicable Distribution Period”
means as follows:


 


(a)           Distributions During the Participant’s or former
Participant’s Life.  For
Distribution Calendar Years commencing on or after January 1, 2003, up to and including
the Distribution Calendar Year that includes the Participant’s or former
Participant’s death, the “Applicable Distribution Period” is the
Participant’s or former Participant’s life expectancy determined using the
Uniform Lifetime Table in Regulation section 1.401(a)(9)-9 for his age as of
his birthday in the relevant Distribution Calendar Year.  However, if the Participant’s or former
Participant’s sole Section 401(a)(9) Beneficiary for the entire Distribution
Calendar Year is his Spouse, for distributions during his lifetime, his “Applicable
Distribution Period” shall not be less than the joint life
expectancy of him and his Spouse using his and his Spouse’s attained ages as of
his and his Spouse’s birthdays in the Distribution Calendar Year.


 


(b)           Distributions after the Participant’s or former
Participant’s Death. 
Effective for Distribution Calendar Years commencing on or after
January, 1, 2003, if a Participant or former Participant dies on or after his
Required Beginning Date, the “Applicable Distribution Period” for
Distribution Calendar Years after the Distribution Calendar Year containing the
Participant’s or former Participant’s date of death is the longer of the
remaining life expectancy of his Section 401(a)(9) Beneficiary (if any) 


 

















 


determined in accordance
with the Final Section 401(a)(9) Regulations (calculated by using the age of
the Section 401(a)(9) Beneficiary in the year following the year of the former
Participant’s death, reduced by one for each subsequent year) or the remaining
life expectancy of the former Participant determined in accordance with the
Final Section 401(a)(9) Regulations (calculated by using the age of the former
Participant in the year of death, reduced by one or each subsequent year).  However, if the former Participant’s
surviving Spouse is the former Participant’s sole Section 401(a)(9)
Beneficiary, the remaining life expectancy of the surviving Spouse is
calculated for each Distribution Calendar Year after the year of the former
Participant’s death using the surviving Spouse’s age as the surviving Spouse’s
birthday in that year; and for distribution calendar years after the year of
the surviving Spouse’s death, the remaining life expectancy of the surviving
Spouse is calculated using the age of the surviving Spouse as of the surviving
Spouse’s birthday in the calendar year of the surviving Spouse’s death, reduced
by one for each subsequent calendar year.


 


“Claimant” means a Participant, former
Participant or Beneficiary, as applicable.


 


“Distribution Calendar Year”
means a calendar year for which a minimum distribution is required to be made
to a Participant or former Participant under section 401(a)(9) of the Code and
Department of Treasury Regulations thereunder. 
If a Participant’s or former Participant’s Required Beginning Date is
April 1 of the calendar year following the calendar year in which he attains
age 701⁄2, his first Distribution Calendar Year is the calendar year in which he
attains age 701⁄2.  If a Participant’s or
former Participant’s Required Beginning Date is April 1 of the calendar year
following the calendar year in which he incurs a Separation From Service, his
first Distribution Calendar Year is the calendar year in which he incurs a
Separation From Service.


 


“Final Section 401(a)(9) Regulations”
means the final Department of Treasury Regulations issued under section
401(a)(9) of the Code which were published in the Federal Register on April 17,
2002.


 


“Section 401(a)(9) Beneficiary” means
an individual who is a Participant’s or former Participant’s Beneficiary on the
date of the Participant’s or former Participant’s death and (unless the
Beneficiary dies after the date of the Participant’s or former Participant’s
death and before September 30 of the following calendar year without
disclaiming benefits under the Plan) who remains a Beneficiary as of September
30 of the calendar year following the calendar year of the Participant’s or
former Participant’s death.  If the
Participant’s or former Participant’s Beneficiary is a trust, an individual beneficiary
of the trust may be a Section 401(a)(9) Beneficiary of the Participant or
former Participant if the requirements of Regulation Section 1.401(a)(9)-4 are
satisfied.


 


“Spouse” means the person
to whom the Participant or former Participant is married under applicable local
law.  In addition, to the extent
provided in a Qualified Domestic Relations Order, a surviving former spouse of
a Participant or former Participant will be treated as the Spouse of the Participant
or former Participant, and to the same extent any current spouse of the
Participant or former Participant will not be treated as a Spouse of the
Participant or former Participant.  For
purposes of Section 5.07, a former Spouse to whom all or a portion of a 


 


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Participant’s or former Participant’s Plan benefit is payable under a
Qualified Domestic Order shall, to that extent, be treated as a Spouse or
surviving Spouse regardless of whether the Qualified Domestic Relations Order
specifically provides that the former Spouse is to be treated as the Spouse for
purposes of Sections 401(a)(11) and 417 of the Code.


 


(2)       Effective January 1, 2003,
the definition of “Spouse” contained in Article 1 (as in effect prior to this
amendment) is deleted.


 


(3)       Effective January 1, 2003,
Section 3.02 of the Plan is amended by changing all references therein to
“Participant” to “Catch-up Eligible Participant”.


 


(4)       Effective January 1, 2003,
Section 5.07 is amended by redesignating paragraph (e) thereof as paragraph (h)
and by replacing the remaining text of Section 5.07 with the following
language:


 


5.07     Required
Distributions:


 


Notwithstanding any other provision of the Plan, all
benefits payable under the Plan shall be distributed, or commence to be distributed,
in compliance with the following provisions:


 


(a)           Required Distributions for Certain Persons Who are
701⁄2 or Older.  Unless
a Participant’s or former Participant’s entire nonforfeitable interest in his
Plan benefit is distributed to him in a single sum no later than his Required
Beginning Date or in the form of an annuity purchased from an insurance
company, the Participant’s or former Participant’s nonforfeitable interest in
his Plan benefit must begin to be distributed, not later than his Required Beginning
Date, over the life of the Participant or former Participant, or the joint
lives of the Participant or former Participant and his Section 401(a)(9)
Beneficiary, or over a period not extending beyond the life expectancy of the
Participant or former Participant or the joint and last survivor expectancy of
the Participant or former Participant and his Section 401(a)(9)
Beneficiary.  The distribution required
to be made on or before the Participant’s or former Participant’s Required
Beginning Date shall be the distribution required for his first Distribution
Calendar Year.  The minimum required
distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the
Participant’s or former Participant’s Required Beginning Date occurs must be
made on or before December 31 of that Distribution Calendar Year.  In the case of a benefit payable in a form
other than a single sum or an annuity purchased from an insurance company, the
amount that must be distributed for a Distribution Calendar Year is an amount
equal to the amount specified in Paragraph (b) of this Section 5.07.


 


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(b)       Required Minimum Distributions.  If a Participant’s or former Participant’s
Required Beginning Date is before the date on which he incurs a Separation From
Service, the Participant or former Participant (if he is then alive) must be
paid either the entire amount credited to his Account or annual distributions
from the Plan in the amounts required under section 401(a)(9) of the Code and
Regulations thereunder commencing no later than his Required Beginning Date
until his entire interest under the Plan has been distributed under this
Article V.  The distribution required to
be made on or before the Participant’s or former Participant’s Required
Beginning Date shall be the distribution required for his first Distribution
Calendar Year.  The minimum required
distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the
Participant’s or former Participant’s Required Beginning Date occurs must be
made on or before December 31 of that Distribution Calendar Year.  The amount that must be distributed for a
Distribution Calendar Year is an amount equal to (1) the Participant’s or
former Participant’s Account balance as of the last Valuation Date in the
calendar year immediately preceding the Distribution Calendar Year, increased
by any contributions or forfeitures allocated and made to the Account during
such immediately preceding calendar year after the Valuation Date, and
decreased by distributions made during such immediately preceding calendar year
after the Valuation Date, divided by (2) the Participant’s or former
Participant’s Applicable Distribution Period.


 


(c)       Distribution Deadline
for Death Benefit When Participant or Former Participant Dies Before His
Distributions Begin.  If a
Participant or former Participant dies before the date distribution of his
nonforfeitable interest in his Plan benefit begins, his entire nonforfeitable
interest in his Plan benefit will be distributed, or begin to be distributed,
to his Section 401(a)(9) Beneficiary no later than as follows:


 


(1)           If
the Participant’s or former Participant’s surviving Spouse is the Participant’s
or former Participant’s sole Section 401(a)(9) Beneficiary, then distributions
to the surviving Spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant or former
Participant died, or by December 31 of the calendar year in which the
Participant or former Participant would have attained age 70 1/2, if later.


 


(2)           If
the Participant’s or former Participant’s surviving Spouse is not the
Participant’s or former Participant’s sole Section 401(a)(9) Beneficiary and
the payment of Plan death benefits to the Section 401(a)(9) Beneficiary will
not be in the form of a single sum or a commercial annuity, then distributions
to the Section 401(a)(9) Beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant
or former Participant died.


 


(3)           If
the Participant’s or former Participant’s surviving Spouse is the Participant’s
or former Participant’s sole Section 401(a)(9) 
Beneficiary, and the payment of a Plan death benefit to the Section
401(a)(9) Beneficiary will be in the form of a single sum, then the
Participant’s or former Participant’s entire nonforfeitable interest in his 


 


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Plan benefit will be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s or former Participant’s death.


 


(4)           If
there is no Section 401(a)(9) Beneficiary as of September 30 of the
calendar year following the calendar year of the Participant’s or former
Participant’s death, then the Participant’s or former Participant’s entire
nonforfeitable interest in his Plan benefit will be distributed by
December 31 of the calendar year containing the fifth anniversary of the
Participant’s or former Participant’s death.


 


(5)           If
the Participant’s or former Participant’s surviving Spouse is the Participant’s
or former Participant’s sole Section 401(a)(9) Beneficiary and the surviving
Spouse dies after the Participant or former Participant but before
distributions to the surviving Spouse begin, this Section 5.07(e), other than
Section 5.07(e)(1), will apply as if the surviving Spouse were the Participant.


 


Unless the Participant’s
or former Participant’s interest is distributed in the form of an annuity or in
a single sum on or before the Required Beginning Date, as of the first
Distribution Calendar Year distributions will be made in accordance with
Paragraph (b) of this Section 5.07.


 


(d)       Distribution of Death
Benefit When Participant or Former Participant Dies On or After His Required
Beginning Date.  If
a Participant or former Participant dies on or after his Required Beginning
Date, his Plan benefit must be distributed to his Section 401(a)(9) Beneficiary
at least as rapidly as the method of payment of minimum required distributions
being used as of the date of his death.


 


(e)       Limitations on Death
Benefits.  Benefits payable under
the Plan shall not be provided in any form that would cause a Participant’s or
former Participant’s death benefit to be more than incidental. Any distribution
required to satisfy the incidental benefit requirement shall be considered a
required distribution for purposes of section 401(a)(9) of the Code.


 


(f)       Requirements in the Case
of a Commercial Annuity.  If a
Participant’s or former Participant’s nonforfeitable interest in his Plan
benefit is distributed in the form of an annuity purchased from an insurance
company, distributions under the annuity contract will be made in accordance
with the requirements of section 401(a)(9) of the Code and Department of
Treasury Regulations.


 


(g)       Compliance with Section
401(a)(9).  All distributions under
the Plan will be made in accordance with the requirements of section 401(a)(9)
of the Code and all Regulations promulgated thereunder, including, effective
January 1, 2003, the Final Section 401(a)(9) Regulations, including
sections 1.401(a)(9)-1 through 1.401(a)(9)-9 of the Final Section 401(a)(9)
Regulations.  The provisions of the Plan
reflecting section 401(a)(9) of the Code override any distribution options in
the Plan inconsistent with section 401(a)(9) of the Code.


 


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(5)       Effective January 1, 2002,
Section 5.13 is amended to provide as follows:


 


5.13     Claims Review Procedures;
Claims Appeal Procedures.


 


(a)           Claims Review Procedures.  When a benefit is due, the Claimant should
submit a claim to the Committee.  Under
normal circumstances, the Committee will make a final decision as to a claim
within 90 days after receipt of the claim. 
If the Committee notifies the Claimant in writing during the initial
90-day period, it may extend the period up to 180 days after the initial receipt
of the claim.  The written notice must
indicate the circumstances necessitating the extension and the anticipated date
for the final decision.  If a claim is
denied during the claims period, the Committee must notify the Claimant in
writing, and the written notice must set forth in a manner calculated to be
understood by the Claimant:


 


(1)           the specific reason or reasons for
denial;


 


(2)           specific reference to the Plan
provisions on which the denial is based;


 


(3)           a description of any additional
material or information necessary for the Claimant to perfect the claim and an
explanation of why such material or information is necessary; and


 


(4)           an explanation of the Plan claims
review procedures and time limits, including a statement of the Claimant’s
right to bring a civil action under section 502(a) of ERISA.


 


If a decision is not given to the Claimant within the claims review
period, the claim is treated as if it were denied on the last day of the claims
review period.


 


(b)           Claims Appeals Procedures. If a
Claimant’s claim made pursuant to Section 5.13(a) is denied and he wants a
review, he must apply to the Committee in writing.  That application can include any arguments, written comments,
documents, records, and other information relating to the claim for
benefits.  In addition, the Claimant is
entitled to receive on request and free of charge reasonable access to and
copies of all information relevant to the claim.  For this purpose, “relevant” means information that was relied on
in making the benefit determination or that was submitted, considered or
generated in the course of making the determination, without regard to whether
it was relied on, and information that demonstrates compliance with the Plan’s
administrative procedures and safeguards for assuring and verifying that Plan
provisions are applied consistently in making benefit determinations.  The Committee must take into account all
comments, documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether the information was submitted
or considered in the initial benefit determination.  The Claimant may either represent himself or appoint a
representative, either of whom has the right to inspect all documents
pertaining to the claim and its denial. 
The Committee can schedule any meeting with the 


 


6

















 


Claimant or his
representative that it finds necessary or appropriate to complete its review.


 


(c)           This Section 5.13 does not apply in
connection with determinations as to whether a Participant or former
Participant has incurred a Disability. 
Rather, such determinations shall be subject to the procedures specified
in Section 5.14.


 


(6)       Effective January 1, 2003,
Article V is amended by adding these to the following new Section 5.14:


 


5.14     Disability Benefit Claims Procedure.


 


(a)       Disability Benefit Initial Determination
Procedure.  In the case of a
claim for Disability benefits, the Claimant should submit a claim to the office
designated by the Committee to receive claims. Under normal circumstances, the
Committee shall notify the Claimant of any Disability claims denial (wholly or
partially) within 45 days after receipt of the claim.


 


The
Committee retains the authority to unilaterally extend the initial 45 day
Disability claims determination period by a period not to exceed an additional
30 days, if the Committee determines that such extension is necessary due to
matters beyond the control of the Committee. 
If the initial Disability claims determination period is extended by the
unilateral action of the Committee, the Committee shall, prior to the
expiration of the initial 45 day Disability claims determination period, notify
the Claimant in writing of the extension and of the circumstances requiring the
extension of the Disability claims determination period.


 


If,
prior to the end of the first 30-day extension, the Committee determines that,
due to matters beyond the control of the Plan, a decision cannot be rendered
within the extension period, the Disability claims determination period may be
extended for an additional 30 days, provided the Committee, prior to the
expiration of the first 30-day extension period, notifies the Claimant in
writing of the circumstances requiring the extension and the date on which the
Plan expects to render a decision.  In
the case of any notice extending the Disability claims determination period,
the notice must be in writing and shall specifically explain the standards on
which the entitlement to a benefit is based; the unresolved issues that prevent
a determination on a claim; additional information that is needed to resolve
those issues; and, if additional information is required from the Claimant, a
statement as to the amount of time the Claimant has to supply that information.


 


Calculation of Time Periods.   The period of time within which a
Disability benefit determination is required to be made shall begin on that
date the claim is filed in accordance with this Section, without regard to
whether all the information necessary to make the Disability benefits
determination accompanies the filing. 
In the event the Disability claims determination period is extended due
to the Claimant’s failure to submit


 


7

















 


information necessary to
such determination, the Disability claims determination period shall be tolled
from the date on which the notification of the extension is sent to the
Claimant until the date on which the Claimant responds to the request for
additional information.  The Claimant
shall be afforded at least 45 days from receipt of the notice of extension to
provide the specified information.  If
the Claimant fails to supply the specified information within the 45-day
period, the claim determination process shall continue and the specified
information shall be deemed not to exist.


 


(b)           Disability Claims Appeal Procedure.  If a Claimant’s claim for a
Disability benefit is denied (in whole or in part), he is entitled to a full
and fair review of that denial.  A full
and fair review of a Disability benefit claim denial shall provide the Claimant
with 180 days from the receipt of any adverse claim determination to appeal the
denial.  If the Claimant does not file
an appeal within 180 days of the adverse claim determination, such denial
becomes final.


 


Under
the full and fair review, the Claimant shall be afforded an opportunity to
submit written comments, documents, records, and other information relating to
the claim for benefits to the reviewing fiduciary.  The Claimant shall be entitled to receive upon request and free
of charge reasonable access to and copies of all information relevant to the
claim. For purposes of a Disability benefit claim denial, the term “relevant”
shall mean information that was relied on in making the benefit determination
or that was submitted, considered or generated in the course of making the
determination, without regard to whether it was relied on, and information that
demonstrates compliance with the Plan’s administrative procedures and
safeguards for assuring and verifying that Plan provisions are applied
consistently in making benefit determinations. 
For this purpose, the term “relevant” shall also include a statement of
policy or guidance with respect to the Plan concerning the Disability benefit
for the diagnoses of the Claimant, without regard to whether such advice or
statement was relied upon in making the claims determination.  The review of a benefit claim denial shall
not afford any deference to the initial adverse claim determination.


 


The
review of the Disability claims denial shall be conducted by the appropriate
named fiduciary who is neither the named fiduciary who made the
initial adverse claim determination nor subordinate to such individual.


 


In
reviewing a denial of a claim for a Disability benefit, in which the denial was
based in whole or in part on medical judgement, the appropriate named fiduciary
shall consult with a health care professional who has appropriate training and
experience in the field of medicine involved in the medical judgement.  The health care professional consulted upon
review of an adverse benefit claim denial shall be neither the health care
professional that was consulted in connection with the adverse benefit
determination that is the subject of the appeal nor a subordinate of any
such individual.  The reviewing
fiduciary shall provide the identification of the medical or vocational experts
whose advice was obtained on behalf of the Plan in connection with Claimant’s
Disability benefit claim denial, without regard as to whether the advice was
relied upon in making the benefit determination.


 


8

















 


The
appropriate reviewing fiduciary must take into account all comments, documents,
records, and other information submitted by the Claimant relating to the claim,
without regard as to whether the information was submitted or considered in the
initial benefit determination.  The
Claimant may either represent himself or appoint a representative, either of
whom has the right to inspect all documents pertaining to the claim and its
denial.  The reviewing fiduciary can
schedule any meeting with the Claimant or his representative that it finds
necessary or appropriate to complete its review.


 


If a
timely request is made, the reviewing fiduciary shall notify the Claimant of
the determination upon appeal within 45 days after receipt of the request for
review (without regard to whether all the information necessary to make the
benefit determination accompanies the filing). 
The reviewing fiduciary retains the authority to unilaterally extend the
initial 45-day review period by a period not to exceed an additional 45 days,
if the fiduciary determines that special circumstances exist requiring
additional time for reviewing the claim. 
If the initial review period is extended by the unilateral action of the
appropriate reviewing fiduciary, the fiduciary shall, prior to the expiration
of the initial 45 day review period, notify the Claimant in writing of the
extension.  The written notice of
extension shall identify the special circumstances necessitating the extension
and provide the anticipated date by which the Plan expects to render the
determination on review.


 


Calculation of Time Periods Upon
Appeal.   The period
of time within which a determination on a Disability claims appeal is required
to be made shall begin on that date the appeal is filed in accordance with this
Section, without regard to whether all the information necessary to make the
Disability benefits determination accompanies the filing.  In the event the Disability claims review
period is extended due to the Claimant’s failure to submit information
necessary to such determination, the Disability claims review period shall be
tolled from the date on which the notification of the extension is sent to the
Claimant until the date on which the Claimant responds to the request for
additional information.  The Claimant
shall be afforded at least 45 days from receipt of the notice of extension to
provide the requested information.  If
the Claimant fails to supply the requested information within the 45-day
period, the claims review process shall continue and the specified information
shall be deemed not to exist.


 


The
reviewing fiduciary shall provide the Claimant with a written notice of the
Plan’s benefit determination upon review. 
The notice shall set forth the specific reasons for its action, the Plan
provisions on which its decision is based, and a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
Claimant’s claim for benefits, and a statement of the Claimant’s right to bring
an action under section 502(a) of ERISA. 
The notice shall also include the following statement,


 


“You and the
Plan may have other voluntary alternative dispute resolution options, such as
mediation.  One way to find out what may
be 


 


9

















 


available is to contact your local
U.S. Department of Labor Office
and your State insurance regulatory agency.”


 


If a
decision is not given to the Claimant within the review period, the claim is
treated as if it were denied on the last day of the review period.


 


The
request for review must be filed within 90 days after the denial.  If it is not, the denial becomes final.  If a timely request is made, the reviewing
fiduciary must make its decision, under normal circumstances, within 60 days of
the receipt of the request for review. 
However, if the reviewing fiduciary notifies the Claimant prior to the
expiration of the initial review period, it may extend the period of review up
to 120 days following the initial receipt of the request for a review.  The written notice must indicate the
circumstances necessitating the extension and the anticipated date for the
final decision.  All decisions of the
reviewing fiduciary must be in writing and must include the specific reasons
for its action, the Plan provisions on which its decision is based, and a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the Claimant’s claim for benefits, and a statement of
the Claimant’s right to bring an action under section 502(a) of ERISA.  If a decision is not given to the Claimant
within the review period, the claim is treated as if it were denied on the last
day of the review period.


 


(7)       Effective January 1, 2003,
the second sentence of paragraph (d) of Section 13.01 is amended by deleting
the words “or if the Plan is deemed amended by an automatic change to or from a
top heavy vesting schedule”.


 


(8)       Effective January 1, 2003,
the first sentence of Section A.2.3 of the Appendix A is revised to provide as
follows:


 


The maximum
Salary Deferral Contribution that a Participant may elect to have made on his
behalf during a calendar year may not, when added to his elective deferrals
under other plans or arrangements which are both (1) described in
sections 401(k), 403(b), 408(k) and 408(p)(2) of the Code and (2)
maintained by the Employer or an Affiliated Employer, exceed the amount of the
limitation in effect under section 402(g)(1) of the Code for the Participant’s
taxable year beginning in such calendar year.


 


10

















 


IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed in multiple counterparts,
each of which shall be deemed to be an original, on this 30th day of
December, 2002.


 


	
   

  	
  QUANEX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Paul J.
  Giddens

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul J. Giddens

  
	
   

  	
   

  	
  Title:

  	
  Vice President Human
  Resources

  and Administration

  
					



 


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