EXHIBIT
10.1


 


AGREEMENT OF MERGER OF THE

PIPER IMPACT 401(K) PLAN INTO THE 

QUANEX CORPORATION 401(K) SAVINGS PLAN


 


THIS AGREEMENT by Quanex Corporation (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS, the Company maintains the Piper Impact
401(k) Plan (the “Piper Plan”) and its related
trust (the “Piper Trust”);


 


WHEREAS, the Company also maintains the Quanex
Corporation 401(k) Savings Plan (the “Quanex 401(k) Plan”)
and its related trust (the “Quanex 401(k) Trust”);


 


WHEREAS, the Piper Trust and the Quanex 401(k) Trust
are maintained in a master trust (the “Master Trust”)
with Fidelity Management Trust Company (“Fidelity”) as
the trustee;


 


WHEREAS, the Company desires to merge the Piper Plan
into the Quanex 401(k) Plan and to transfer the assets of the Piper Trust into
the Quanex 401(k) Trust within the Master Trust (the “Merger”),
with Fidelity as the trustee, all effective December 1, 2005, or such date as
determined by the proper officers of the Company (the “Merger Date”);
and


 


WHEREAS, the Board of Directors of the Company has
approved resolutions authorizing this Agreement and the transactions
contemplated herein;


 


NOW, THEREFORE, the Company agrees as follows:


 


(1)           Amendment
of the Quanex Plan. Effective as of the Merger Date, the Quanex Plan is
hereby amended as follows:


 


(a)           Section
1.22 of the Quanex Plan is amended by adding thereto the following new sentence
at the end thereof:


 


Effective December 1, 2005, “Eligible
Employee” also means an Employee who is employed by the Sponsor in
connection with its Piper Impact division.


 

















 


(b)           The
final sentence of Section 2.01 of the Quanex Plan is completely amended to
provide as follows:


 


Notwithstanding any other provision of the Plan to the
contrary, (1) an Employee of Imperial Products, Inc. who was employed by
Imperial Products, Inc. on April 1, 2000, shall be eligible to participate in
the Plan on June 1, 2000, (2) an Employee of Colonial Craft, Inc, who was
employed by Colonial Craft, Inc. on February 2, 2002 shall be eligible to
participate in the Plan on February 2, 2002 and (3) an Employee of the Sponsor
employed primarily in connection with its Piper Impact division on December 1,
2005 shall be eligible to participate in the Plan on December 1, 2005.


 


(c)           Article
III of the Quanex Plan is amended by adding thereto the following new Section
3.15 to the Quanex Plan:


 


3.15         Special Rule for Employees of the Piper Impact Divisions. Employees
eligible to participate in the Plan because they are employed by the Sponsor in
connection with its Piper Impact division are not entitled to Supplemental
Contributions under Sections 3.04, 3.05 or 3.06.


 


(d)           Section
5.04 of the Quanex Plan is amended by adding thereto the following new
paragraph at the end thereof:


 


Notwithstanding the foregoing, if a Participant is eligible
to participate in the Plan because he is employed by the Sponsor in connection
with its Piper Impact division, the only distribution method available for such
a Participant is a lump sum payment.


 


(2)           Merger of the Piper Plan. Effective as of the Merger Date, the
Piper Plan and Piper Trust are hereby merged into the Quanex 401(k) Plan and
Quanex 401(k) Trust without a gap or lapse in time, coverage or effect so that
no participant in either plan is entitled to a distribution of benefits unless
and until the person qualifies under the terms of the Quanex 401(k) Plan.


 


(3)           Section 414(l). The Merger
will comply with section 414(l)
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


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(4)           Transfer
and Commingling of Trust Assets. The Company hereby agrees
to direct the transfer of assets from the Piper Trust to the Quanex 401(k)
Trust within the Master Trust and further agrees that the Benefits Committee,
in its sole discretion, may permit the transferred funds to be commingled for
purposes of investment with other funds in the Quanex 401(k) Trust or to be
maintained separately.


 


(5)           Single Plan. Upon the Merger, the Quanex 401(k) Plan
will be a single plan within the meaning of section 414(l) of the Code.


 


(6)           Vesting
and Preservation of Section 411(d)(6) Protected Benefits. Each Member
of the Piper Plan shall vest in his or her account under the terms of the
Quanex 401(k) Plan and Quanex 401(k) Trust. All optional forms of benefits and
other 411(d)(6) protected benefits (as defined in Treasury Regulation §411(d)-4,
Q&A-1) of the Piper Plan, as in effect immediately prior to the Merger, are
hereby incorporated into the Quanex 401(k) Plan for use solely with respect to
the funds transferred from the Piper Plan into the Quanex 401(k) Plan.


 


(7)           Conditions
Precedent. The transfer of assets and liabilities from the
Piper Plan to the Quanex 401(k) Plan are expressly conditioned on (1) the tax
qualified status of the Piper Plan and the Quanex 401(k) Plan, (2) the tax
exempt status of the Piper Trust and the Quanex 401(k) Trust,  (3) satisfaction of the provisions described
herein and (4) the transfer satisfying sections 401(a)(12), 411(d)(6) and
414(l) of the Code and the regulations issued thereunder. Therefore, if the
Internal Revenue Service does not approve the Merger or if any of the other
conditions are not satisfied, the Piper Plan assets and liabilities that were
transferred to the Quanex 401(k) Plan and Quanex 401(k) Trust will revert back
to a separate plan and trust established by the Company that are similar to the
Piper Plan, as in effect on the Merger Date to be held pursuant to the terms of
the new plan, as amended, and the requirements of the law.


 


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(8)           Trustee
Acceptance. Fidelity has agreed to effect the transfer of
assets within the Master Trust from the Piper Trust into the Quanex 401(k)
Trust.


 


(9)           Compliance
with Section 414(l) of the Code. The merger of
the Piper Plan into the Quanex 401(k) Plan will comply with section 414(l) of the Code.


 


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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed this 17th day of November, 2005, in multiple counterparts, each of
which shall be deemed to be an original, to be effective as of the Merger Date.


 


	
   

  	
   

  	
  QUANEX
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kevin P. Delaney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin
  P. Delaney

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President – General Counsel

  and Secretary

  



 


 


Fidelity,
in its capacity as trustee of the Master Trust, hereby acknowledges the
directions from the Company set forth herein and agrees to transfer from the Piper
Trust and to accept into the Quanex 401(k) Trust all of the assets in the Piper
Trust, upon execution of an amendment to the Master Trust Agreement.


 


 


	
   

  	
   

  	
  FIDELITY
  MANAGEMENT TRUST

  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Rebecca Ethier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Rebecca
  Ethier

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President