Exhibit
10.5


 


SECOND AMENDMENT TO THE 

QUANEX CORPORATION HOURLY BARGAINING UNIT SAVINGS PLAN


 


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
Corporation Hourly Bargaining Unit Savings Plan (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 5.06, a former Spouse to whom all or a portion of a


 


2

















 


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 5.06 is amended by redesignating paragraph (e) thereof as paragraph (h)
and by replacing the remaining text of Section 5.06 with the following
language:


 


5.06     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 5.06.


 


3

















 


(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


 


4

















 


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 5.06(e), other than Section 5.06 (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 5.06.


 


(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.


 


5

















 


(5)       Effective January 1, 2002,
Section 5.12 is amended to provide as follows:


 


5.12         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 5.12(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 5.12 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 5.13.


 


(6)       Effective January 1, 2003,
Article V is amended by adding these to the following new Section 5.13:


 


5.13         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 available is


 


9

















 


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 12.01 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

  
					



 


11