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EXHIBIT 10.2
SECOND 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 June 1, 2000, as follows:
(1) Section 2.13 shall be added to the Plan to read as
follows:
2.13 CREDIT FOR SERVICE WITH IMPERIAL PRODUCTS, INC. For
purposes of determining an Employee's Active Service for eligibility to
participate and vesting, his service with Imperial Products, Inc., a
Delaware corporation, 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 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
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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, (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 on 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 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 Agreement
this 16th day of April, 2000.
QUANEX CORPORATION
/s/ PAUL GIDDENS
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Paul Giddens, Vice President
Human Resources
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