**Exhibit 99.1****FORMOF WAIVER AND RELEASE AGREEMENT**          This **WAIVER AND RELEASE AGREEMENT**(the “Agreement”), dated as of November ___, 2007(the “Execution Date”), is by and between Quanex Corporation (“Quanex”) and                     (the “Executive”) to provide as follows:**WITNESSETH:**          **WHEREAS**, the Executive has been serving as an executive officer of Quanex;          **WHEREAS**, the Executive is party to an amended and restated change in control agreement withQuanex executed on                      (the “Change in Control Agreement”);          **WHEREAS**, the Change in Control Agreement contains certain provisions which entitle Executiveto certain payments and other benefits if his employment is terminated without “cause” or for “goodreason” following a “change in control of the Company” (each as defined in the Change in ControlAgreement);          **WHEREAS**, Quanex is currently contemplating a series of transactions under which the buildingproducts business of Quanex would be contributed to a wholly-owned subsidiary of Quanex(“BPSpinco”), the shares of BPSPinco would be distributed to the shareholders of Quanex andQuanex would then merge with an unaffiliated company in a transaction in which the shareholders ofQuanex would receive cash for their shares of common stock of Quanex (the “ContemplatedTransactions”);          **WHEREAS**, the final step in the Contemplated Transactions could constitute a change in controlof the Company (as defined in the Change in Control Agreement) and, if the Executive was employedby Quanex on the closing of the Contemplated Transactions, could result in the Executive beingentitled to certain payments and other benefits if his employment were to be terminated withoutcause or good reason;          **WHEREAS**, Quanex desires to retain the services of the Executive as an executive officer ofBPSpinco;          **WHEREAS**, the Executive desires to serve as an executive officer of BPSpinco;          **WHEREAS**, the parties hereto desire to enter into this Waiver and Release Agreement whereby theExecutive will waive certain rights, benefits and obligations under the Change in Control Agreementin consideration of certain payments and benefits to be provided to Executive by Quanex andBPSpinco.          **NOW, THEREFORE**, in consideration of the promises and mutual covenants contained herein, it isagreed as follows:          1. Waiver and Release. Subject to and contingent upon the closing of the ContemplatedTransactions and the Executive being offered a position at BPSpinco with thesame title and substantially the same duties and responsibilities as the Executive’s positionat
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Quanex and with a level of base pay and cash incentive bonus opportunities at or higher than thelevel the Executive has at present with Quanex, the parties agree that:               (a) The Change in Control Agreement shall be deemed to have terminated immediatelyprior to the date of the closing of the Contemplated Transactions (the “ClosingDate”); and               (b) The Executive, for himself, his heirs, executors, administrators, successors andassigns, and Quanex and all of its representatives, employees, officers, directors,successors, affiliates and assigns hereby release, discharge and forever waive any and allclaims which the Executive and Quanex and its respective affiliates may have against eachother arising out of, or otherwise relating to, the Change in Control Agreement.          2. Stock Options. Effective at 11:59 p.m. on the date immediately preceding theClosing Date, and but contingent upon the closing of the Contemplated Transactions, all outstandingunvested stock options held by the Executive on such date immediately preceding the Closing Datethat were issued under an equity incentive plan maintained by Quanex shall immediately vest and beexercisable.          3. Restricted Stock. Effective at 11:59 p.m. on the date immediately preceding theRecord Date, as defined in the agreement by which the BPSpinco shares shall be distributed to theshareholders of Quanex (referred to as the “Distribution Agreement”), all restrictions onany restricted stock held by the Executive on such date that was issued under a equity incentiveplan maintained by Quanex shall immediately lapse and be free of restrictions and transferable.          4. Quanex Corporation Deferred Compensation Plan. Effective as of the Closing Date,Executive shall be fully vested in his entire account balance as of the Closing Date under theQuanex Corporation Deferred Compensation Plan or any portion of such plan that is spun-off toBPSpinco as a result of the Contemplated Transactions (the “Mirror Deferred CompensationPlan”). Any portion of such account balance that is deemed invested in the common stock ofQuanex Corporation shall be deemed liquidated and the proceeds of such deemed liquidation shall beequal to the number of shares of such stock times the sum of the merger consideration paid for ashare of common stock of Quanex under the Contemplated Transactions plus the closing price of ashare of common stock of BPSpinco on the date on which such shares are distributed to Quanexshareholders as reflected on the principal exchange on which such shares are traded. Thereafter,the Executive may request such amounts be deemed invested in any investment options offered underthe terms of the Mirror Deferred Compensation Plan, which investment options shall include a deemedinvestment in BPSpinco common stock          5. Quanex Corporation Supplemental Benefit Plan. Effective as of the Closing Date,Executive’s accrued benefit under the Quanex Corporation Supplemental Benefit Plan (the“SERP”) shall be spun-off to BPSpinco along with the accrued benefit of other participantsin the SERP who are employed by BPSpinco as of such Closing Date (such spun-offportion of the SERP being referred to as the “Mirror SERP”). The spinoff of the MirrorSERP
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shall not affect the vesting, amount or payment of Executive’s accrued benefit under the SERPor Mirror SERP.          6. Bonuses. Within 10 days following the Closing Date, Quanex shall pay the Executivean amount equal to the sum of the following:               (a) with respect to the performance unit award granted to the Executive in 2005 underthe Quanex Corporation 2003 Long-Term Incentive Plan, if any, an amount equal to the numberof units granted under the award times the target value of the award times 3/3; plus               (b) with respect to the performance unit award granted to the Executive in 2006 underthe Quanex Corporation 2006 Omnibus Incentive Plan, if any, an amount equal to the number ofunits granted under the award times the target value of the award times 2/3; plus               (c) an amount equal to the Executive’s bonus under the fiscal year 2008 bonus plan asdetermined by the board of directors of Quanex times a fraction, the numerator of which isthe number of days in the current fiscal year through the Closing Date and the denominatorof which is 365.          7. Quanex shall cause BPSpinco to enter into with the Executive one or more agreementsproviding the following payments or protections:               (a) A new change in control agreement with BPSpinco (the “New CIC Agreement”)in the form attached hereto as ***Exhibit A***.               (b) A severance agreement with BPSpinco (the “Severance Agreement”) that willprovide the Executive a severance benefit in an amount equal to [12/18/24] months’ of theExecutive’s base salary and a prorated bonus equal to the Executive’s bonus opportunityprorated through the date of severance if the Executive’s employment with BPSpinco isterminated by BPSpinco without “cause” or, if within the one-year period following theClosing Date, the Executive terminates employment with “good reason” as each shall bedefined in the Severance Agreement, which shall be in the form attached hereto as ***Exhibit B***.          8. Expenses of Enforcement. Upon demand by the Executive made to the Company, theCompany shall reimburse the Executive for the reasonable expenses (including attorneys’ fees andexpenses) incurred by the Executive in enforcing or seeking to enforce, in good faith, the paymentof any amount or other benefit to which the Executive shall have become entitled pursuant to thisAgreement, including those incurred in connection with any arbitration initiated pursuant toSection 11 of this Agreement.          9. No Obligation to Mitigate; No Rights of Offset.               (a) The Executive shall not be required to mitigate the amount of any payment or otherbenefit required to be paid to the Executive pursuant to this Agreement,whether by seeking other employment or otherwise, nor shall the amount of any such
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payment or other benefit be reduced on account of any compensation earned by the Executiveas a result of employment by another person.               (b) The Company’s obligation to make the payments provided for in this Agreement andotherwise to perform its obligations hereunder shall not be affected by any set-off,counterclaim, recoupment, defense or other claim, right or action which the Company may haveagainst the Executive or others.          10. Gross-Up Payments. Section 11 of the Change in Control Agreement shall continueto apply to any payments, reimbursements or acceleration of vesting hereunder.          11. Arbitration. Except as otherwise explicitly provided in Section 11 of the Changein Control Agreement (as incorporated through Section 10 of this Agreement), any dispute betweenthe parties arising out of this Agreement, whether as to this Agreement’s construction,interpretation or enforceability or as to any party’s breach or alleged breach of any provision ofthis Agreement, shall be submitted to arbitration in accordance with the following procedures:     (i) Either party may demand such arbitration by giving notice of that demand to theother party. The notice shall state (x) the matter in controversy, and (y) the name of thearbitrator selected by the party giving the notice.     (ii) Not more than 15 days after such notice is given, the other party shall givenotice to the party who demanded arbitration of the name of the arbitrator selected by theother party. If the other party shall fail to timely give such notice, the arbitrator thatthe other party was entitled to select shall be named by the Arbitration Committee of theAmerican Arbitration Association. Not more than 15 days after the second arbitrator is sonamed, the two arbitrators shall select a third arbitrator. If the two arbitrators shallfail to timely select a third arbitrator, the third arbitrator shall be named by theArbitration Committee of the American Arbitration Association.     (iii) The dispute shall be arbitrated at a hearing that shall be concluded within tendays immediately following the date the dispute is submitted to arbitration unless amajority of the arbitrators shall elect to extend the period of arbitration. Any award madeby a majority of the arbitrators (x) shall be made within ten days following the conclusionof the arbitration hearing, (y) shall be conclusive and binding on the parties, and (z) maybe made the subject of a judgment of any court having jurisdiction.     (iv) All expenses of the arbitration shall be borne by the Company.The agreement of the parties contained in the foregoing provisions of this Section 11 ofthis Agreement shall be a complete defense to any action, suit or other proceedinginstituted in any court or before any administrative tribunal with respect to any disputebetween the parties arising out of this Agreement.          12. Notice. Notices required or permitted to be given by either party pursuant tothis Agreement shall be in writing and shall be deemed to have been given when delivered
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personally to the other party or when deposited with the United States Postal Service ascertified or registered mail with postage prepaid and addressed:     (i) if to the Executive, at the Executive’s address last shown on the Company’srecords, and     (ii) if to the Company, at 1900 West Loop West, Suite 1500, Houston, Texas 77027,directed to the attention of the Chair of the Compensation & Management DevelopmentCommittee of the Board of Directors.or, in either case, to such other address as the party to whom or which such notice is to be givenshall have specified by notice given to the other party.          13. Successors. To the extent BPSpinco is required to be obligated under thisAgreement, Quanex shall ensure that BPSpinco shall assume, in writing as of the Closing Date, allof the obligations under this Agreement that are intended to be satisfied by Quanex or BPSpincounder this Agreement.          14. Inurement and Assignment. This Agreement shall inure to the benefit of and beenforceable by the Executive’s legal representative. This Agreement shall be binding upon anysuccessor of Quanex (as defined in the Change in Control Agreement). Quanex may not assign any ofits obligations under this Agreement unless (i) such assignment is to a successor and (ii) therequirements of Section 13 of this Agreement are fulfilled.          15. Withholding Taxes. Quanex, or its successor or permitted assigns, may withholdfrom all payments to be paid to the Executive pursuant to this Agreement all taxes, that byapplicable federal or state law, Quanex, or its successor or permitted assigns, is required towithhold.          16. Contingent Agreement. Notwithstanding any provision of this Agreement to thecontrary, if the Contemplated Transactions fails to close or if Quanex materially breaches any ofthe provisions of this Agreement or any other agreement required to be entered into under the termsof the Agreement, then this Agreement shall be void *ab initio*and the Change in Control Agreementshall remain in full force and effect.          17. Governing Law. The validity, interpretation, construction and enforceability ofthis Agreement shall be governed by the law of the State of Texas.Signature Page to Follow
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          **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first set forthabove.         **EXECUTIVE**                [Name of Executive]           **QUANEX CORPORATION**           By:         Raymond A. Jean      Chairman, President & Chief Executive Officer  
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*Exhibit A***CHANGE IN CONTROL AGREEMENT**