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EXHIBIT 10.1
FIRST AMENDMENT TO
NICHOLS 401(k) SAVINGS PLAN
THIS AGREEMENT by Quanex Corporation (the "Sponsor"),
WITNESSETH:
WHEREAS, on June 24, 1999, the Sponsor executed the amendment and
restatement of the Plan known as "Nichols 401(k) Savings Plan" (the "Plan"); and
WHEREAS, the Sponsor retained the right in Section 11.01 of the Plan to
amend the Plan from time to time;
NOW, THEREFORE, the Sponsor agrees that the Plan is hereby amended,
effective as of February 14, 2000, as follows:
(1) Section 2.12 shall be added to the Plan to read as
follows:
2.12 CREDIT FOR SERVICE WITH ALCOA, INC. AND GOLDEN ALUMINUM
COMPANY. For purposes of determining an Employee's Active Service for
eligibility to participate and vesting, his service with Alcoa, Inc., a
Pennsylvania corporation, and Golden Aluminum Company, while owned by
ACX Technologies, Inc. or Crown, Cork & Seal Company, Inc., will be
counted as Active Service under the Plan.
(2) Section 3.01 of the Plan is amended in its entirety to
read as follows:
3.01 ELIGIBILITY REQUIREMENTS. Each Employee who is employed
by (a) the Sponsor, at its plant in Lincolnshire, Illinois, one of its
Nichols Aluminum divisions or at its Fabricated Products division, or
(b) any other 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,
except with respect to those employed at the Sponsor's plant in
Lincolnshire, Illinois, all Employees who are included in a unit of
Employees covered by a collective bargaining agreement between the
Employees' representative and the Employer shall be excluded, even if
they have met the requirements for eligibility, 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
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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. An Employee who is expatriated to
the United States from another country is not eligible to participate
in the Plan for so long as he continues to accrue deferred compensation
or retirement benefits under any agreement or program to which an
Affiliated Employer other than an Employer is a party. 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, 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.
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IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this 23rd day of February, 2000.
QUANEX CORPORATION
/s/ PAUL GIDDENS
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Paul Giddens, Vice President
Human Resources
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