Exhibit 10.5


 


SECOND AMENDMENT TO THE

QUANEX CORPORATION 401(k) SAVINGS PLAN



THIS AMENDMENT by QUANEX
CORPORATION (the
“Sponsor”),


 


WITNESSETH:


 


WHEREAS,
on February 27, 2002, the Sponsor executed the amendment and restatement of the
Plan known as the “Quanex Corporation 401(k) Savings Plan” (the “Plan”);


 


WHEREAS,
pursuant to Section 13.01 of the Plan, the Sponsor has the right to amend
the Plan; and


 


WHEREAS,
the Sponsor desires to amend the Plan to exclude interns and students from the
eligibility provisions of the Plan;


 


NOW,
THEREFORE, the Sponsor agrees that, effective as of
June 2, 2003, Section 2.01 of the Plan is amended to provide as follows:


 


2.01         Eligibility Requirements.  Except as specified below, each Eligible
Employee who is employed by an Employer shall be eligible to participate in the
Plan beginning on the Entry Date that occurs with or next follows the date on
which the Employee completes one year of Active Service.  However, unless the Employee is employed by
the Sponsor at its plant in Lincolnshire, Illinois, an Employee who is included
in a unit of Employees covered by a collective bargaining agreement between the
Employees’ representative and the Employer is not eligible to participate in
the Plan if there has been good faith bargaining between the Employer and the
Employees’ representative pertaining to retirement benefits and the agreement
does not require the Employer to include such Employees in the Plan.  In addition, a Leased Employee shall not be
eligible to participate in the Plan unless the Plan’s qualified status is
dependent upon coverage of the Leased Employee.  An Employee who is a nonresident alien (within the meaning of
section 7701(b) of the Code) and receives no earned income (within the meaning
of section 911(d)(2) of the Code) from any Affiliated Employer that
constitutes income from sources within the United States (within the meaning of
section 861(a)(3) of the Code) is not eligible to participate in the
Plan.  An Employee who is a nonresident
alien (within the meaning of section 7701(b) of the Code) and who does receive
earned income (within the meaning of section 911(d)(2) of the Code) from any
Affiliated Employer that constitutes income from sources within the United
States (within the meaning of section 861(a)(3) of the Code) all of which is
exempt from United States income tax under an applicable tax convention is not
eligible to participate in the Plan. 
During any period in which an individual is classified by an Employer as
an independent contractor with respect to such Employer, the individual is not
eligible to participate in the Plan (even if he is subsequently reclassified by
the Internal Revenue Service as a common law employee of the Employer and the
Employer acquiesces to the reclassification). 
During any


 

















 


period in
which an individual is classified by an Employer as an intern or student with
respect to such Employer, the individual is not eligible to participate in the
Plan.  Finally, an Employee who is
employed outside the United States is not eligible to participate in the Plan
unless the Committee elects to permit him to participate in the Plan.  Notwithstanding any other provision of the
Plan to the contrary, (1) an Employee of Nichols Aluminum-Golden, Inc. who was
employed by Nichols Aluminum-Golden, Inc. on January 25, 2000 shall be eligible
to participate in the Plan commencing with the first full payroll period that
starts on or after February 14, 2000 for purposes of Salary Deferral
Contributions, and such an Employee’s Supplemental Contributions, if any, shall
be based on his Considered Compensation paid by the Employer commencing with
the first full payroll period that starts on or after February 28, 2000, and
(2) 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.


 


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IN WITNESS WHEREOF,
the Sponsor has executed this Amendment this 2nd day of June, 2003, effective
as of June 2, 2003.


 


 


	
   

  	
  QUANEX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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