TRUST AGREEMENT BETWEEN

EXHIBIT 4.9

TRUST AGREEMENT

BETWEEN

PIPER IMPACT, INC.

AND

FIDELITY MANAGEMENT TRUST COMPANY

PIPER IMPACT 401(K) PLAN

TRUST

DATED AS OF MARCH 5, 1997
2
TABLE OF CONTENTS

SECTION PAGE
--------- ----

1 TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2 EXCLUSIVE BENEFIT AND REVERSION OF SPONSOR CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3 DISBURSEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Directions from Administrator
(b) Limitations

4 INVESTMENT OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Selection of Investment Options
(b) Available Investment Options
(c) Participant Direction
(d) Mutual Funds
(e) Sponsor Stock
(f) Notes
(g) Commingled Pool Investments
(h) Reliance of Trustee on Directions
(i) Trustee Powers

5 RECORDKEEPING AND ADMINISTRATIVE SERVICES TO BE PERFORMED . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information

6 COMPENSATION AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

7 DIRECTIONS AND INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(a) Identity of Administrator and Named Fiduciary
(b) Directions from Administrator
(c) Directions from Named Fiduciary
(d) Co-Fiduciary Liability
(e) Indemnification
(f) Survival

8 RESIGNATION OR REMOVAL OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Resignation
(b) Removal

9 SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Appointment
(b) Acceptance
(c) Corporate Action

-i-
3

TABLE OF CONTENTS
(CONTINUED)

SECTION PAGE
--------- ----

10 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

11 RESIGNATION, REMOVAL, AND TERMINATION NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

12 DURATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

13 AMENDMENT OR MODIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

14 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(a) Employment of Affiliates as Agents for Trustee
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Partial Invalidity
(f) Section Headings
(g) Single Trust
(h) Withdrawal
(i) Definition of Named Fiduciary

15 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(a) Massachusetts Law Controls
(b) Trust Agreement Controls

SCHEDULES
---------

A. Administrative Services
B. Fee Schedule
C. Investment Options
D. Administrator's Authorization Letter
E. Named Fiduciary's Authorization Letter
F. IRS Determination Letter or Opinion of Counsel
G. Telephone Exchange Guidelines

-ii-
4
TRUST AGREEMENT, dated as of the first day of March, 1997, between PIPER
IMPACT, INC., a Delaware corporation, a wholly owned subsidiary of QUANEX
CORPORATION, a Delaware corporation, having an office at 0000 Xxxx Xxxx Xxxxx,
Xxxxxxx, XX 00000 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a
Massachusetts trust company, having an office at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Trustee").

WITNESSETH:

WHEREAS, the Sponsor has previously sponsored the Piper Impact 401(k)
Plan (the "Plan") for the exclusive benefit of its employees who qualify and
their beneficiaries; and

WHEREAS, the Board of Directors of the Sponsor has resolved to amend,
restate and continue the Piper Impact 401(k) Plan Trust in the form of the
trust agreement between Fidelity Management Trust Company (the "Trust"); and

WHEREAS, the Administrative Committee of the Plan is the named
fiduciary of the Plan (within the meaning of section 402(a) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")); and

WHEREAS, the Trustee is willing to hold and invest the Plan assets in
trust among several investment options selected by the Administrative Committee
of the Plan; and

5
WHEREAS, the Sponsor wishes to have the Trustee perform certain
ministerial recordkeeping functions under the Plan; and

WHEREAS, the Sponsor (the "Administrator") is the administrator of the
Plan (within the meaning of section 3(16)(A) of ERISA); and

WHEREAS, the Trustee is willing to perform recordkeeping services for
the Plan if the services are purely ministerial in nature and are provided
within a framework of Plan provisions, guidelines and interpretations conveyed
in writing to the Trustee by the Administrator.

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the Sponsor and the Trustee
agree as follows:

SECTION 1. TRUST. The Sponsor hereby establishes the amendment and restatement
of the Piper Impact 401(k) Plan Trust (the "Trust"), with the Trustee. The
Trust assets shall consist of the property held in the Trust on the date of
this Agreement , such additional sums of money and Sponsor Stock (hereinafter
defined) as shall from time to time be delivered to the Trustee under the Plan,
all investments made therewith and proceeds thereof, and all earnings and
profits thereon, less the payments that are made by the Trustee as provided
herein, without distinction between principal and income. The Trustee hereby
accepts the Trust on the terms and conditions set forth in this Agreement. In
accepting this Trust, the Trustee shall be accountable for the assets received
by it, subject to the terms and conditions of this Agreement.

2
6
SECTION 2. EXCLUSIVE BENEFIT AND REVERSION OF SPONSOR CONTRIBUTIONS.
Except as provided under applicable law, no part of the Trust may be used for,
or diverted to, purposes other than the exclusive benefit of the participants
in the Plan or their beneficiaries prior to the satisfaction of all liabilities
with respect to the participants and their beneficiaries. However, the Sponsor
retains the right provided in the Plan to have Trust assets revert to them upon
a mistake of fact or disallowance of a deduction based upon any contribution to
the Trust.

SECTION 3. DISBURSEMENTS.

(a) Directions from Administrator. The Trustee shall make
disbursements in the amounts and in the manner that the Administrator directs
from time to time in writing. The Trustee shall have no responsibility to
ascertain any direction's compliance with the terms of the Plan or of any
applicable law or the direction's effect for tax purposes or otherwise; nor
shall the Trustee have any responsibility to see to the application of any
disbursement.

(b) Limitations. The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets of the Trust
at the time of the disbursement. The Trustee shall not be required to make any
disbursement in cash unless the Administrator has provided a written direction
as to the assets to be converted to cash for the purpose of making the
disbursement.

3
7
SECTION 4. INVESTMENT OF TRUST.

(a) Selection of Investment Options. The Trustee shall have no
responsibility for the selection of investment options under the Trust and
shall not render investment advice to any person in connection with the
selection of such options.

(b) Available Investment Options. The Named Fiduciary shall direct
the Trustee as to what investment options Plan participants may invest in,
subject to the following limitations. The Named Fiduciary may determine to
offer as investment options only (i) securities issued by the investment
companies advised by Fidelity Management & Research Company ("Mutual Funds"),
(ii) equity securities issued by the Sponsor or an affiliate of the Sponsor
which are publicly-traded and which are "qualifying employer securities" within
the meaning of section 407(d)(5) of ERISA ("Sponsor Stock"), and (iii) notes
evidencing loans to Plan participants in accordance with the terms of the Plan,
, and (iv) collective investment funds maintained by the Trustee for qualified
plans.The Trustee shall be considered a fiduciary with investment discretion
only with respect to Plan assets that are invested in collective investment
funds maintained by the Trustee for qualified plans.

(c) Participant Direction. Each Plan participant shall direct the
Trustee in which investment option(s) to invest the assets in the participant's
individual accounts and the Trustee must comply with any such directions unless
it is clear on the direction's face that the actions to be taken under the
direction would be prohibited by the fiduciary duty rules of Section 404(a) of
ERISA or would be contrary to the terms of the Plan or this Agreement. Such
directions may be

4
8
made by Plan participants by use of the telephone exchange system maintained
for such purposes by the Trustee or its agent, in accordance with written
Telephone Exchange Guidelines attached hereto as Schedule "G". If a Plan
participant makes an oral investment via the telephone exchange system, the
Trustee will return to that participant a written confirmation of that
direction. Any directions made by a Participant using the telephone exchange
system shall be treated as a direction made in writing by the Named Fiduciary
for purposes of Section 7 hereafter. In the event that the Trustee fails to
receive a proper direction, the assets shall be invested in the securities of
the Mutual Fund set forth for such purpose on Schedule "C", until the Trustee
receives a proper direction.

(d) Mutual Funds. Trust investments in Mutual Funds shall be subject
to the following limitations:

(i) Execution of Purchases and Sales. Purchases and sales of
Mutual Funds (other than for Exchanges) shall be made on the date on which the
Trustee receives from the Sponsor in good order all information and
documentation necessary to accurately effect such purchases and sales (or in
the case of a purchase, the subsequent date on which the Trustee has received a
wire transfer of funds necessary to make such purchase). Exchanges of Mutual
Funds shall be made in accordance with the Telephone Exchange Guidelines
attached hereto as Schedule "G".

(ii) Voting. At the time of mailing of notice of each annual
or special stockholders' meeting of any Mutual Fund, the Trustee shall send a
copy of the notice and all proxy solicitation materials to each Plan
participant who has shares of the Mutual Fund credited to the participant's
accounts, together with a voting direction form for return to the Trustee or
its designee. The

5
9
participant shall have the right to direct the Trustee as to the manner in
which the Trustee is to vote the shares credited to the participant's accounts
(both vested and unvested). The Trustee shall vote the shares as directed by
the participant. The Trustee shall not vote shares for which it has received no
directions from the participant. With respect to all rights other than the
right to vote, the Trustee shall follow the directions of the participant and
if no such directions arc received, the directions of the Named Fiduciary. The
Trustee shall have no duty to solicit directions from participants.

(e) Sponsor Stock. Trust investments in Sponsor Stock shall be
subject to the following limitations:

(i) Acquisition Limit. Pursuant to the Plan, the Trust
may be invested in Sponsor Stock to the extent necessary to comply with
investment directions under 4(c) of this Agreement. Up to 100% of the Trust
assets may be so invested in Sponsor Stock.

(ii) Fiduciary Duty of the Administrative Committee. The
Administrative Committee shall continually monitor the suitability under the
fiduciary duty rules of section 404(a)(1) of ERISA (as modified by section
404(a)(2) of ERISA) of acquiring and holding Sponsor Stock. The Trustee shall
not be liable for any loss, or by reason of any breach, which arises from the
directions of the Administrative Committee or Plan Participants with respect
to the acquisition and holding of Sponsor Stock, unless it is clear on their
face that the actions to be taken under those directions would be prohibited by
the foregoing fiduciary duty rules or would be contrary to the terms of the
Plan or this Agreement.

(iii) Execution of Purchases and Sales.

6
10
(A) Purchases and sales of Sponsor Stock (other
than for exchanges) shall be made on the open market on the date on which the
Trustee receives from the Administrator in good order all information,
documentation, and wire transfer of funds (if applicable), necessary to
accurately effect such transactions. Exchanges of Sponsor Stock shall be made
in accordance with the Telephone Exchange Guidelines attached hereto as
Schedule "G". Such general rules shall not apply in the following
circumstances:

(1) If the Trustee is unable to
determine the number of shares required to be purchased or sold on such day; or

(2) If the Trustee is unable to purchase
or sell the total number of shares required to be purchased or sold on such day
as a result of market conditions; or

(3) If the Trustee is prohibited by the
Securities and Exchange Commission, the New York Stock Exchange, or any other
regulatory body from purchasing or selling any or all of the shares required to
be purchased or sold on such day.

In the event of the occurrence of the circumstances described in (1), (2) or
(3) above, the Trustee shall purchase or sell such shares as soon as possible
thereafter and shall determine the price of such purchases or sales to be the
average purchase or sales price of all such shares purchased or sold,
respectively. The Trustee may follow directions from the Administrative
Committee to deviate from the above purchase and sale procedures provided that
such direction is made in writing by the Administrative Committee.

7
11

(B) Use of an Affiliated Broker. The Sponsor
hereby directs the Trustee to use Fidelity Brokerage Services, Inc. ("FBSI") to
provide brokerage services in connection with any purchase or sale of Sponsor
Stock in accordance with directions from Plan participants. FBSI shall execute
such directions directly or through its affiliate, National Financial Services
Company ("NFSC"). The provision of brokerage services shall be subject to the
following:

(1) As consideration for such brokerage
services, the Sponsor agrees that FBSI shall be entitled to remuneration under
this authorization provision in the amount of five cents ($.05) commission on
each share of Sponsor Stock up to 10,000 shares in a singular transaction, four
cents ($.04) commission on each share of Sponsor Stock from 10,001 to 20,000
shares in a singular transaction, and three and one-half cents ($.035)
commission on each share of Sponsor Stock in excess of 20,000 shares in a
singular transaction. Any change in such remuneration may be made only by a
signed agreement between Sponsor and Trustee.

(2) Following the procedures set forth in
Department of Labor Prohibited Transaction Class Exemption 86-128 (PTCE
86-128), the Trustee will provide the Sponsor with the following documents: (1)
a description of FBSI's brokerage placement practices; (2) a copy of PTCE
86-128; and (3) a form by which the Sponsor may terminate this authorization to
use a broker affiliated with the Trustee. The Trustee will, within the time
periods specified in PTCE 86-128, provide the Sponsor with the confirmations
and reports required under PTCE 86-128.

(3) Any successor organization of FBSI,
through reorganization, consolidation, merger or similar transactions, shall,
upon consummation of such

8
12
transaction, become the successor broker in accordance with the terms of this
authorization provision.

(4) The Trustee and FBSI shall continue to
rely on this authorization provision until notified to the contrary. The
Sponsor reserves the right to terminate this authorization upon written notice
to FBSI (or its successor) and the Trustee, in accordance with Section 11 of
this Agreement.

(iv) Securities Law Reports. The
Administrator shall be responsible for filing all reports required under
Federal or state securities laws with respect to the Trust's ownership of
Sponsor Stock, including, without limitation, any reports required under
section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately
notify the Trustee in writing of any requirement to stop purchases or sales of
Sponsor Stock pending the filing of any report. The Trustee shall provide to
the Administrator such information on the Trust's ownership of Sponsor Stock as
the Administrator may reasonably request in order to comply with Federal or
state securities laws.

(v) Voting and Tender Offers.
Notwithstanding any other provision of this Agreement the provisions of this
Section shall govern the voting and tendering of Sponsor Stock. The Sponsor,
after consultation with the Trustee, shall pay for all printing, mailing,
tabulation and other costs associated with the voting and tendering of Sponsor
Stock.

(A) Voting.

(1) When the issuer of Sponsor Stock
prepares for any annual or special meeting, the Sponsor shall notify the
Trustee at least thirty (30) days in advance of the

9
13
intended record date and shall cause a copy of all proxy solicitation materials
to be sent to the Trustee. If requested by the Trustee the Sponsor shall
certify to the Trustee that the aforementioned materials represents the same
information distributed to shareholders of Sponsor Stock. Based on these
materials the Trustee shall prepare a voting instruction form and shall provide
a copy of all proxy solicitation materials to be sent to each Plan
participant, together with the foregoing voting instruction form to be returned
to the Trustee or its designee. The form shall show the number of full and
fractional shares of Sponsor Stock credited to the participant's accounts.

(2) Each participant shall have the right to
direct the Trustee as to the manner in which the Trustee is to vote that number
of shares of Sponsor Stock credited to the participant's accounts (both vested
and unvested). Directions from a participant to the Trustee concerning the
voting of Sponsor Stock shall be communicated in writing, or by mailgram or
similar means as agreed upon by the Trustee and the Sponsor. These directions
shall be held in confidence by the Trustee and shall not be divulged to the
Sponsor, or any officer or employee thereof, or any other person except to the
extent that the consequences of such directions are reflected in reports
regularly communicated to any such person in the ordinary course of the
performance of the Trustee's services hereunder. Upon its receipt of the
directions, the Trustee shall vote the shares of Sponsor Stock as directed by
the participant. The Trustee shall vote shares of Sponsor Stock credited to
participant's account for which it has received no directions from the
participant in the same proportion on each issue as it votes those shares for
which it received voting instructions from participants.

10
14
(3) The Trustee shall vote that number of
shares of Sponsor Stock not credited to participants' accounts which is
determined by multiplying the total number of shares not credited to
participant's accounts by a fraction of which the numerator is the number of
shares of Sponsor Stock credited to participant's accounts for which the
Trustee received voting directions from participants and of which the
denominator is the total number of shares of Sponsor Stock credited to
participant's accounts. The Trustee shall vote those shares of Sponsor Stock
not credited to participant's accounts which are to be voted by the Trustee
pursuant to the foregoing formula in the same proportion on each issue as it
votes those shares credited to participants' accounts for which it received
voting directions from participants. The Trustee shall not vote the remaining
shares of Sponsor Stock not credited to participant's accounts.

(B) Tender Offers.

(1) Upon commencement of a tender offer for
any securities held in the Trust that are Sponsor Stock, the Sponsor shall
timely notify the Trustee in advance of the intended tender date and shall
cause a copy of all materials to be sent to the Trustee. The Sponsor shall
certify to the Trustee that the aforementioned materials represent the same
information distributed to shareholders of Sponsor Stock. Based on these
materials and after consultation with the Sponsor, the Trustee shall prepare a
tender instruction form and shall provide a copy of all tender materials to be
sent to each plan participant, together with the foregoing tender instruction
form, to be returned to the Trustee or its designee. The tender instruction
form shall show the number of full and fractional shares of Sponsor Stock
credited to the participants account (both vested and unvested).

11
15
(2) Each participant shall have the right to
direct the Trustee to tender or not to tender some or all of the shares of
Sponsor Stock credited to the participant's accounts (both vested and
unvested). Directions from a participant to the Trustee concerning the tender
of Sponsor Stock shall be communicated in writing, or by mailgram or such
similar means as is agreed upon by the Trustee and the Sponsor. These
directions shall be held in confidence by the Trustee and shall not be divulged
to the Sponsor, or any officer or employee thereof, or any other person except
to the extent that the consequences of such directions are reflected in reports
regularly communicated to any such persons in the ordinary course of the
performance of the Trustee's services hereunder. The Trustee shall tender or
not tender shares of Sponsor Stock as directed by the participant. The Trustee
shall not tender shares of Sponsor Stock credited to a participant's accounts
for which it has received no directions from the participant.

(3) The Trustee shall tender that number of
shares of Sponsor Stock not credited to participants' accounts which is
determined by multiplying the total number of shares of Sponsor Stock not
credited to participants' accounts by a fraction of which the numerator is the
number of shares of Sponsor Stock credited to participants' accounts for which
the Trustee has received directions from participants to tender (which
directions have not been withdrawn as of the date of this determination) and of
which the denominator is the total number of shares of Sponsor Stock credited
to participants' accounts.

(4) A participant who has directed the
Trustee to tender some or all of the shares of Sponsor Stock credited to the
participant's accounts may, at any time prior to the tender offer withdrawal
date, direct the Trustee to withdraw some or all of the tendered shares, and
the Trustee shall withdraw the directed number of shares from the tender offer
prior

12
16
to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if
any shares of Sponsor Stock not credited to participants' accounts have been
tendered, the Trustee shall redetermine the number of shares of Sponsor Stock
that would be tendered under Section 4(e)(v)(B)(3) if the date of the foregoing
withdrawal were the date of determination, and withdraw from the tender offer
the number of shares of Sponsor Stock not credited to participants' accounts
necessary to reduce the amount of tendered Sponsor Stock not credited to
participants' accounts to the amount so redetermined. A participant shall not
be limited as to the number of directions to tender or withdraw that the
participant may give to the Trustee.

(5) A direction by a participant to the
Trustee to tender shares of Sponsor Stock credited to the participant's
accounts shall not be considered a written election under the Plan by the
participant to withdraw, or have distributed, any or all of his withdrawable
shares. The Trustee shall credit to each account of the participant from which
the tendered shares were taken the proceeds received by the Trustee in exchange
for the shares of Sponsor Stock tendered from that account. Pending receipt of
directions (through the Administrator) from the participant or the Named
Fiduciary, as provided in the Plan, as to which of the remaining investment
options the proceeds should be invested in, the Trustee shall invest the
proceeds in the investment option described in Schedule "C".

(vi) Shares Credited For all purposes of this
Section, the number of shares of Sponsor Stock deemed "credited" to a
participant's accounts shall be determined as of the relevant date (the record
date or the date specified in the tender offer) shall be calculated by
reference to the number of shares reflected on the books of the transfer agent
as of the relevant

13
17
date, In the case of a tender offer, the number of shares credited shall be
determined as of a date as close as administratively feasible to the relevant
date.

(vii) General. With respect to all rights other
than the right to vote, the right to tender, and the right to withdraw shares
previously tendered, in the case of Sponsor Stock credited to a participant's
accounts, the Trustee shall follow the directions of the participant and if no
such directions are received, the directions of the Named Fiduciary. The
Trustee shall have no duty to solicit directions from participants. With
respect to all rights other than the right to vote and the right to tender, in
the case of Sponsor Stock not credited to participants' accounts, the Trustee
shall follow the directions of the Named Fiduciary.

(viii) Conversion. All provisions in this Section 4(e)
shall also apply to any securities received as a result of a conversion of
Sponsor Stock.

(f) Notes The Administrator shall act as the Trustee's agent for
the purpose of holding all trust investments in participant loan notes and
related documentation and as such shall (i) hold physical custody of and keep
safe the notes and other loan documents, (ii) collect and remit all principal
and interest payments to the Trustee, (iii) keep the proceeds of such loans
separate from the other assets of the Administrator and clearly identify such
assets as Plan assets and (iv) cancel and surrender the notes and other loan
documentation when a loan has been paid in full. To originate a participant
loan, the Plan participant shall notify the Trustee of the request by use of
the Telephone Exchange System. The trustee shall determine, based on the
current value of the Plan participant's account, the amount available for the
loan. The Plan participant shall then direct the Trustee regarding the amount
to be borrowed and the term or period for repayment.

14
18
Based on the most recent interest rate supplied by the Sponsor in accordance
with the terms of the Plan, the Trustee shall advise the Plan participant of
such interest rate, as well as the installment payment amounts. The Trustee
shall forward the loan document to the Plan participant for execution and
submission for approval to the Administrator. The Administrator shall have the
responsibility for instructing the Trustee as to whether the Administrator has
approved the loan. The Trustee shall send the loan proceeds to the
Administrator or to the Plan participant in accordance with the directions form
the Administrator. In all cases, such approval by the Administrator shall be
made within 30 days of the Plan participant's initial request (the origination
date).

(g) Commingled Pool Investments To the extent that the
Administrative Committee of the Plan selects as an investment option the
Managed Income Portfolio of the Fidelity Group Trust for Employee Benefit Plans
(the "Group Trust"), the Sponsor hereby (A) agrees to the terms of the Group
Trust and adopts that it has received from the Trustee a copy of the Group
Trust, the Declaration of Separate Fund for the Managed Income Portfolio of the
Group Trust, and the Circular for the Managed Income Portfolio.

(h) Reliance of Trustee on Directions. (i) The Trustee shall not be
liable for any loss, or by reason of any breach, which arises from any
participant's exercise or non-exercise of rights under this Section 4 over the
assets in the participant's accounts. (ii) The Trustee shall not be liable
for any loss, or by reason of any breach, which arises from the Administrative
Committee's exercise or non-exercise of rights under this Section 4, unless it
was clear on their face that the actions to be taken under the Administrative
Committee's directions were prohibited by the

15
19
fiduciary duty rules of section 404(a) of ERISA or were contrary to the terms
of the Plan or this Agreement.

(i) Trustee Powers. The Trustee shall have the following powers
and authority:

(i) Subject to paragraphs (b), (c), and (d) of this Section
4, to sell, exchange, convey, transfer, or otherwise dispose of any property
held in the Trust, by private contract or public auction. No person dealing
with the Trustee shall be bound to see the application of the purchase money or
other property delivered to the Trustee or to inquire into the validity,
expediency, or propriety of any such sale or other disposition.

(ii) Subject to paragraphs (b) and (c) of this Section 4, to
invest in guaranteed investment contracts and short term investments (including
interest bearing accounts with the Trustee or money market mutual funds advised
by affiliates of the Trustee) and in collective investment funds maintained by
the Trustee for qualified plans, in which case the provisions of each
collective investment fund in which the Trust is invested shall be deemed
adopted by the Sponsor and the provisions thereof incorporated as a part of
this Trust as long as the fund remains exempt from taxation under Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended.

(iii) To cause any securities or other property held as
part of the Trust to be registered in the Trustee's own name, in the name of
one or more of its nominees, or in the Trustee's account with the Depository
Trust Company of New York and to hold any investments in bearer form, but the
books and records of the Trustee shall at all times show that all such
investments are part of the Trust.

16
20
(iv) To keep that portion of the Trust in cash or cash
balances as the Named Fiduciary or Administrator may, from time to time, deem
to be in the best interest of the Trust.

(v) To make, execute, acknowledge, and deliver any and all
documents of transfer or conveyance and to carry out the powers herein granted.

(vi) To take any action, whether by legal proceeding,
compromise, or otherwise, as the Trustee in its sole discretion believes to be
in the best interest of the Trust if there is a default in the payment of any
principal or income of the Trust at any time.

(vii) To employ legal, accounting, clerical, and other
assistance as may be required in carrying out the provisions of this Agreement
and to pay their reasonable expenses and compensation from the Trust if not
paid by the Sponsor.

(viii) To do all other acts that are in accordance with
the powers granted to the Trustee under common law, the applicable state trust
law and other applicable statutes.

(ix) The Trustee is not required to take any legal action
to collect, preserve or maintain any Trust property unless it has been
indemnified either by the Trust itself, with the approval of the administrative
committee of the Plan, or by the Sponsor. Any property acquired by the Trustee
through the enforcement or compromise of any claim or claims that has as
Trustee of this Trust will become a part of the Trust.

SECTION 5. RECORDKEEPING TO BE PERFORMED.

(a) General. The Trustee shall perform those recordkeeping
functions described in Schedule "A" attached hereto. These recordkeeping
functions shall be performed within the

17
21
framework of the Administrator's written directions regarding the Plan's
provisions, guidelines and interpretations.

(b) Accounts. The Trustee shall keep accurate accounts of all
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of the last day of
each fiscal quarter of the Plan and, if not on the last day of a fiscal
quarter, the date on which the Trustee resigns or is removed as provided in
Section 8 of this Agreement or is terminated as provided in Section 10 (the
"Reporting Date"). Within thirty (30) days following each Reporting Date or
within sixty (60) days in the case of a Reporting Date caused by the
resignation or removal of the Trustee, or the termination of this Agreement,
the Trustee shall file with the Administrator a written account setting forth,
all investments, receipts, disbursements, and other transactions effected by
the Trustee between the Reporting Date and the prior Reporting Date, and
setting forth the value of the Trust as of the Reporting Date. Except as
otherwise required under ERISA, upon the expiration of six (6) months from the
date of filing such account with the Administrator, the Trustee shall have no
liability or further accountability to anyone with respect to the propriety of
its acts or transactions shown in such account, except with respect to such
acts or transactions as to which the Sponsor shall within such six (6) month
period file with the Trustee written objections.

(c) Inspection and Audit. All records generated by the Trustee in
accordance with paragraphs (a) and (b) shall be open to inspection and audit,
during the Trustee's regular business hours prior to the termination of this
Agreement, by the Administrator or any person designated by the Administrator.
Upon the resignation or removal of the Trustee or the termination of this
Agreement, the Trustee shall provide to the Administrator, at no expense to the
Sponsor, in the

18
22
format regularly provided to the Administrator, a statement of each
participant's accounts as of the resignation, removal, or termination, and the
Trustee shall provide to the Administrator or the Plan's new recordkeeper such
further records as are reasonable, at the Sponsor's expense.

(d) Effect of Plan Amendment. The Trustee's provision of the
recordkeeping services set forth in this Section 5 shall be conditioned on
the Sponsor delivering to the Trustee a copy of any amendment to the Plan as
soon as administratively feasible following the amendment's adoption, with, if
requested, an IRS determination letter or an opinion of counsel substantially
in the form of Schedule "F" covering such amendment, and on the Administrator
providing the Trustee on a timely basis with all the information the
Administrator deems necessary for the Trustee to perform the recordkeeping
services and such other information as the Trustee may reasonably request.

(e) Returns, Reports and Information. The Administrator shall be
responsible for the preparation and filing of all returns, reports, and
information required of the Trust or Plan by law. The Trustee shall provide the
Administrator with such information as the Administrator may reasonably request
to make these filings. The Administrator shall also be responsible for making
any disclosures to Participants required by law including, without limitation,
such disclosures as may be required under federal or state truth-in-lending
laws with regard to Participant loans.

SECTION 6. COMPENSATION AND EXPENSES. Within thirty (30) days of receipt of
the Trustee's xxxx, which shall be computed and billed in accordance with
Schedule 'B" attached hereto and made a part hereof, as amended from time to
time, the Sponsor shall send to the Trustee a payment in such amount. All
expenses of the Trustee relating directly to the acquisition and disposition of
investments constituting part of the Trust, and all taxes of any kind
whatsoever that may be levied

19
23
or assessed under existing or future laws upon or in respect of the Trust or
the income thereof, shall be a charge against and paid from the appropriate
Plan participants' accounts.

SECTION 7. DIRECTIONS AND INDEMNIFICATION.

(a) Identity of Administrator and Named Fiduciary. The Trustee shall
be fully protected in relying on the fact that the Named Fiduciary and the
Administrator under the Plan are the individuals or persons named as such above
or such other individuals or persons as the Sponsor may notify the Trustee in
writing.

(b) Directions from Administrator. Whenever the Administrator
provides a direction to the Trustee, the Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction if the direction
is contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the Trustee by the Administrator in the form attached
hereto as Schedule "D", provided the Trustee reasonably believes the signature
of the individual to be genuine, unless it is clear on the direction's face
that the actions to be taken under the direction would be prohibited by the
fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the
terms of the Plan or this Agreement.

(c) Directions from Named Fiduciary. Whenever the Named Fiduciary or
Sponsor provides a direction to the Trustee, the Trustee shall not be liable
for any loss, or by reason of any breach, arising from the direction (i) if the
direction is contained in a writing (or is oral and immediately confirmed in a
writing) signed by any individual whose name and signature have been submitted
(and not withdrawn) in writing to the Trustee by the Administrative Committee
in the

20
24
form attached hereto as Schedule "E" and (ii) if the Trustee reasonably
believes the signature of the individual to be genuine, unless it is clear on
the direction's face that the actions to be taken under the direction would be
prohibited by the fiduciary duty rules of section 404(a) of ERISA or would be
contrary to the terms of the Plan or this Agreement.

(d) Co-Fiduciary Liability. In any other case, the Trustee shall
not be liable for any loss, or by reason of any breach, arising from any act or
omission of another fiduciary under the Plan except as provided in section
405(a) of ERISA.

(e) Indemnification. The Sponsor shall indemnify the Trustee
against, and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys' fees and disbursements, that may be incurred by, imposed upon, or
asserted against the Trustee by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or
person with respect to the Plan or Trust, excepting only any and all loss,
etc., arising from the Trustee's breach of its fiduciary duties under ERISA.

(f) Survival. The provisions of this Section 7 shall survive the
termination of this Agreement.

SECTION 8. RESIGNATION OR REMOVAL OF TRUSTEE.

(a) Resignation. The Trustee may resign at any time upon sixty (60)
days' notice in writing to the Sponsor, unless a shorter period of notice is
agreed upon by the Sponsor.

(b) Removal. The Sponsor may remove the Trustee at any time upon
sixty (60) days' notice in writing to the Trustee, unless a shorter period of
notice is agreed upon by the Trustee.

21
25
SECTION 9. SUCCESSOR TRUSTEE.

(a) Appointment. If the office of Trustee becomes vacant for any
reason, the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Trustee under this Agreement. The successor trustee and predecessor trustee
shall not be liable for the acts or omissions of the other with respect to the
Trust.

(b) Acceptance. When the successor trustee accepts its appointment
under this Agreement, title to and possession of the Trust assets shall
immediately vest in the successor trustee without any further action on the
part of the predecessor trustee. The predecessor trustee shall execute all
instruments and do all acts that reasonably may be necessary or reasonably may
be requested in writing by the Sponsor or the successor trustee to vest title
to all Trust assets in the successor trustee or to deliver all Trust assets to
the successor trustee.

(c) Corporate Action. Any successor of the Trustee or successor
trustee, through sale or transfer of the business or trust department of the
Trustee or successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under this Agreement.

SECTION 10. TERMINATION. This Agreement may be terminated at any time by the
Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of
the termination of this Agreement, the Trustee shall forthwith transfer and
deliver to such individual or entity as the Sponsor shall designate, all cash
and assets then constituting the Trust.

22
26

If, by the termination date, the Sponsor has not notified the Trustee in
writing as to whom the assets and cash are to be transferred and delivered, the
Trustee may bring an appropriate action or proceeding for leave to deposit the
assets and cash in a court of competent jurisdiction. The Trustee shall be
reimbursed by the Sponsor for all costs and expenses of the action or
proceeding including, without limitation, reasonable attorneys' fees and
disbursements.

SECTION 11. RESIGNATION, REMOVAL, AND TERMINATION NOTICES. All notices of
resignation, removal, or termination under this Agreement must be in writing
and mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Xxxxx X. Xxxx,
Vice President - Chief Financial Officer, Quanex Corporation, 0000 Xxxx Xxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, and to the Trustee c/o Xxxx X. Xxxxxx,
Fidelity Investments, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or to
such other addresses as the parties have notified each other of in the
foregoing manner.

SECTION 12. DURATION. This Trust shall continue in effect without limit as to
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

SECTION 13. AMENDMENT OR MODIFICATION. This Agreement may be amended or
modified at any time and from time to time only by an instrument executed by
both the Sponsor and the Trustee. Notwithstanding the foregoing, to reflect
increased operating costs the Trustee may once each

23
27
calendar year amend Schedule "B" without the Sponsor's consent upon
seventy-five (75) days written notice to the Sponsor.

SECTION 14. GENERAL.

(a) Employment of Affiliates as Agents for Trustee. The Sponsor
acknowledges and authorizes that the Trustee may employ its affiliates to act
as its agent in the performance of its responsibilities under this Agreement.
In particular, the Sponsor specifically acknowledges and authorizes that the
Trustee may employ Fidelity Investments Institutional Operations Company or its
successor to perform recordkeeping functions under this Agreement. The expenses
and compensation of any such agent shall be paid by the Trustee out of its fees
described in Schedule "B" attached hereto.

(b) Entire Agreement. This Agreement contains all of the terms
agreed upon between the parties with respect to the subject matter hereof.

(c) Waiver. No waiver by either party of any failure or refusal to
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

(d) Successors and Assigns. The stipulations in this Agreement
shall inure to the benefit of, and shall bind, the successors and assigns of
the respective parties.

(e) Partial Invalidity. If any term or provision of this Agreement
or the application thereof to any person or circumstances shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected

24
28
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

(f) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

(g) Single Trust. The Trust will be a single trust within the
meaning of Section 414(1) of the Internal Revenue Code of 1986, as amended,
with respect to the Sponsor and any other employer that adopts the Trust with
the consent of the Sponsor and the Trustee. All Trust assets will be available
to pay the benefits of all such employers' eligible employees and their
beneficiaries.

(h) Withdrawal. The employers that adopt this Trust may withdraw
from the Trust by giving 60 days written notice of their intent to withdraw to
the Sponsor and the Trustee.

The administrative committee of the Plan will then determine, within
sixty (60) days following the receipt of the notice, the portion of the Trust
that is attributable to the members employed by the withdrawing employer and
shall forward a copy of the determination to the Trustee. Upon receipt of the
determination, the Trustee will segregate those assets attributable to the
members employed by the withdrawing employer and will transfer those assets to
the successor Trustee or Trustees when it receives a designation of such
successor from the withdrawing employer.

The withdrawal from the Trust will not terminate the Plan or Trust
with respect to the withdrawing employer. Instead, the employer shall, as soon
as practical, either appoint a

25
29
successor Trustee or Trustees and reaffirm this Trust as a new and separate
trust intended to fund the Plan which is qualified under Section 401(a) of the
Code or establish another defined contribution plan and trust intended to
qualify under Section 401(a) of the Code.

The determination of the administrative committee of the Plan, in its
sole discretion, of the portion of the Trust that is attributable to the
members employed by the withdrawing employer will be final and binding upon all
parties at interest; and, the Trustee's transfer of those assets to the
designated successor Trustee shall relieve the Trustee of any further
obligation, liability or duty to the withdrawing employer, the members employed
by that employer and their beneficiaries, and the successor Trustee or
Trustees.

SECTION 15. GOVERNING LAW.

(a) Massachusetts Law Controls. This Agreement is being made in
the Commonwealth of Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under section 514 of ERISA.

(b) Trust Agreement Controls. The Trustee is not a party to the
Plan, and in the event of any conflict between the provisions of the Plan and
the provisions of this Agreement, the provisions of this Agreement shall
control.

26
30

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

PIPER IMPACT, INC.

Attest: By:
--------------------------- ------------------------
Secretary

FIDELITY MANAGEMENT TRUST
COMPANY

Attest: By:
--------------------------- ------------------------
Assistant Clerk Vice President

27
31
SCHEDULE "A"

ADMINISTRATIVE SERVICES

Administration

* Establishment and maintenance of participant account and election
percentages.

* Maintenance of the following plan investment options:

-Fidelity Asset Manager
-Fidelity Contrafund
-Fidelity Blue Chip Growth Fund
-Fidelity Intermediate Bond Fund
-Fidelity Puritan Fund
-Fidelity Retirement Growth Fund
-Fidelity Money Market Trust: Retirement Money Market Portfolio
-Fidelity Managed Income Portfolio
-Sponsor Stock

* Maintenance of the following money classifications:

- Salary Deferral Contribution Account
- Matching Contribution Account
- Rollover Account
- Qualified Non-elective Employer Contribution Account

o The Trustee will provide only the recordkeeping and administrative
services set forth on this Schedule "A" and as detailed in the Plan
Administrative Manual and no others.

A) PROVIDE PARTICIPANT TELEPHONE SERVICES

1. Fidelity registered representatives are available from 8:30
a.m. - 8:00 p.m. ET to provide toll free telephone service for
participant inquiries and transactions. Additionally, participants
have 24 hour account balance inquiry access utilizing our automated
voice response system.

2. For security purposes, all calls are recorded. In addition,
several levels of security are available including the verification of
a Personal Identification Number (PIN) and/or any other indicative
data resident on the system.

3. Through our telephone services, Fidelity provides the
following services:

28
32
o Provide investment information.
o Maintain plan and GIC specific provisions.
o Process exchanges (transfers) between Fidelity's mutual funds
on a daily basis.
o Maintain and process changes to participants' contribution
allocations for all money sources.
o Allow participants to change their deferral and after-tax
percentages and provide updates via EDT for customer to apply
to its payrolls accordingly.

Process all participant loan and withdrawal requests via Fidelity's
toll-free telephone service according to plan provisions on a
daily basis

B) PLAN ACCOUNTING

1. Process payroll contributions according to your payroll
frequency via electronic data transfer (EDT) or consolidated magnetic
tape. The data format will be provided by Fidelity.

2. Provide plan and participant level accounting for up to nine
(9) money classifications for the Plan.

3. Audit and reconcile the plan and participant accounts daily.

4. Provide daily plan and participant level accounting for up to
12 Fidelity managed investment funds.

5. Reconcile and process participant withdrawal requests as
approved and directed by the Sponsor. All requests are paid based on
the current market values of participants' accounts, not advanced or
estimated values. A distribution report will accompany each check.

6. Maintain and process changes to participants' prospective and
existing investment mix elections via Fidelity's toll-free telephone
service.

C) PARTICIPANT REPORTING

1. Mail confirmation to participants of all transactions
initiated via Fidelity Telephone Services within three (3) calendar
days of the transaction.

2. Prepare and mail via first class to each plan participant a
quarterly detailed participant statement reflecting all activity for
the period. Statements will be mailed no later than twenty (20)
calendar days after each quarter end.

D) PLAN REPORTING

29
33
1. Prepare, reconcile and delivery a monthly Trial Balance Report
presenting all money classes and investments. This report is based on
the parket value as of the last business day of the month. The report
will be delivered not later than twenty (20) days after the end of
each month in the absence of unusual circumstances.

2. Prepare, reconcile and delivery a Quarterly Administrative
Report presenting both on a participant and a total plan basis all
money classes, investment positions and a summary of all activity of
the participant and plan as of the last business day of the quarter.
The report will be delivered not later than twenty (20) days after the
end of each quarter in the absence of unusual circumstances.

E) GOVERNMENT REPORTING

Prepare and furnish to participants and the Internal Revenue Service
forms 1099R., as well as financial reporting to assist in the
preparation of Form 5500.

F) OTHER

Performance of non-discrimination limitation testing upon request. In
order to obtain this service, the client shall be required to provide
the information identified in the Fidelity Discrimination Testing
Package Guidelines.

PIPER IMPACT, INC. FIDELITY MANAGEMENT TRUST
COMPANY

By: By:
----------------------- ----------------------------
Date Vice President Date

30
34
SCHEDULE "B"

FEE SCHEDULE

Annual Participant Fee $20.00 per participant*, subject to a
$7,500 per year minimum,
billed and payable quarterly.

Loan Fee Establishment fee of $35.00 per loan account; annual
fee of $15.00 per loan account.

Return of Excess Contribution Fee $25.00 per participant, one-time
charge per calculation and check
generation.

o Other Fees: separate charges for optional non-discrimination testing,
extraordinary expenses resulting from large numbers of simultaneous
manual transactions or from errors not caused by Fidelity, or for
reports not contemplated in this Agreement. The Administrator may
withdraw reasonable administrative fees from the Trust by written
direction to the Trustee.

* This fee will be imposed pro rata for each calendar quarter, or any
part thereof, that it remains necessary to keep a participant's
account(s) as part of the Plan's records, e.g., vested, deferred,
forfeiture, top-heavy and terminated participants who must remain on
file through calendar year-end for 1099-R reporting purposes.

TRUSTEE FEES

To the extent that assets are invested in Mutual Funds, 0.02% per year
payable pro rata quarterly on the basis of such assets in the Trust
as of the calendar quarter's last valuation date, but no less than
$2,500.00 nor more than $5,000.00 per year.

To the extent that assets are invested in Sponsor Stock, 0.25% of such
assets in the Trust payable quarterly on the basis of such assets as
of the calendar quarter's last valuation date.

The minimum total Trustee fee is $10,000.

PIPER IMPACT, INC FIDELITY MANAGEMENT TRUST
COMPANY

By: By:
------------------------- ---------------------------------
Date Vice President Date

31
35
SCHEDULE "C"

INVESTMENT OPTIONS

In accordance with Section 4(b), the Named Fiduciary hereby directs
the Trustee that participants' individual accounts may be invested in the
following investment options:

The investment option referred to in Section 4(c) and 4(h)(v)(B)(5)
shall be Fidelity Money Market Trust: Retirement Money Market Portfolio.

PIPER IMPACT, INC.

By:
-------------------------
Date

32
36
SCHEDULE "D"

[ADMINISTRATOR'S LETTERHEAD]

Xx. Xxxxxxx Xxxxxx
Fidelity Investments Institutional Operations Company, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

[NAME OF PLAN]

*** NOTE: This schedule should contain names and signatures for ALL
individuals who will be providing directions to Fidelity
representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any
individual whose name does not appear on this schedule.***

Dear Xx. Xxxxxx:

This letter is sent to you in accordance with Section 7(b) of the
Trust Agreement, dated as of [date], between [name of Plan Sponsor] and
Fidelity Management Trust Company. [I or We] hereby designate [name of
individual], [name of individual], and [name of individual], as the individuals
who may provide directions upon which Fidelity Management Trust Company shall
be fully protected in relying. Only one such individual need provide any
direction. The signature of each designated individual is set forth below and
certified to be such.

You may rely upon each designation and certification set forth in this
letter until [I or we] deliver to you written notice of the termination of
authority of a designated individual.

Very truly yours,

[ADMINISTRATOR]

[signature of designated individual]
------------------------------------
[name of designated individual]

33
37
SCHEDULE "E"

[NAMED FIDUCIARY'S LETTERHEAD]

Xx. Xxxxxxx Xxxxxx
Fidelity Investments Institutional Operations Company, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

[NAME OF PLAN]

Dear Xx. Xxxxxx:

This letter is sent to you in accordance with Section 7(c) of the
Trust Agreement, dated as of [date], between [name of Plan Sponsor] and
Fidelity Management Trust Company. [I or We] hereby designate [name of
individual], [name of individual], and [name of individual], as the individuals
who may provide directions upon which Fidelity Management Trust Company shall
be fully protected in relying. Only one such individual need provide any
direction. The signature of each designated individual is set forth below and
certified to be such.

You may rely upon each designation and certification set forth in this
letter until [I or we] deliver to you written notice of the termination of
authority of a designated individual.

Very truly yours,

[NAMED FIDUCIARY]

[signature of designated individual]
------------------------------------
[name of designated individual]

34
38
SCHEDULE "F"
[LAW FIRM LETTERHEAD]

**NOTE: MAY SUBMIT THE PLAN'S IRS DETERMINATION LETTER IF THE LETTER IS NO
MORE THAT TWO YEARS OLD.

Xxxxxxx Xxxxxx
Fidelity Investments Institutional Operations Company, Inc.
00 Xxxxxxxxxx Xxxxxx - XX0X
Xxxxxx, XX 00000
[NAME OF PLAN]
Dear Xx. Xxxxxx:

In accordance with your request, this letter sets forth our opinion
with respect to the qualified status under section 401(a) of the Internal
Revenue Code of 1986 (including amendments made by the Employee Retirement
Income Security Act of 1974) (the "Code"), of the [name of plan], as amended to
the date of this letter (the "Plan").

The material facts regarding the Plan as we understand them are as
follows. The most recent favorable determination letter as to the Plan's
qualified status under section 401(a) of the Code was issued by the [location
of Key District] District Director of the Internal Revenue Service and was
dated [date] (copy enclosed). The version of the Plan submitted by [name of
company] (the "Company") for the District Director's review in connection with
this determination letter did not contain amendments made effective as of
[date]. These amendments, among other matters, [brief description of
amendments]. [Subsequent amendments were made on [date] to amend the
provisions dealing with [brief description of amendments].]

The Company has informed us that it intends to submit the Plan to the
[location of Key District] District Director of the Internal Revenue Service
and to request from him a favorable determination letter as to the Plan's
qualified status under section 401(a) of the Code. The Company may have to
make some modifications to the Plan at the request of the Internal Revenue
Service in order to obtain this favorable determination letter, but we do not
expect any of these modifications to be material. The Company has informed us
that it will make these modifications.

Based on the foregoing statements of the Company and our review of the
provisions of the Plan, it is our opinion that the Internal Revenue Service
will issue a favorable determination letter as to the qualified status of the
Plan, as modified at the request of the Internal Revenue Service, under section
401(a) of the Code, subject to the customary condition that continued
qualification of the Plan, as modified, will depend on its effect in operation.

Sincerely,
[name of law firm]

By [signature]
-----------------
[name of partner]

35
39
SCHEDULE "G"

TELEPHONE EXCHANGE GUIDELINES

The following telephone exchange procedures are currently employed by Fidelity
Investments Institutional Operations Company, Inc. (FIIOC).

Telephone exchange hours are 8:30 a.m. (ET) to 8:00 p.m. (ET) on each business
day. A "business day" is any day on which the New York Stock Exchange is open.

FIIOC reserves the right to change these telephone exchange procedures at its
discretion.

EXCHANGES BETWEEN MUTUAL FUNDS

Participants may call on any business day to exchange between mutual
funds. If the request is received before 4:00 p.m. (ET), it will
receive that day's trade date. Calls received after 4:00 p.m. (ET)
will be processed on a next day basis.

EXCHANGES FROM MUTUAL FUNDS TO SPONSOR STOCK

Sponsor Stock exchanges are processed on monthly cycle. Participants
who wish to exchange out of a mutual fund into Sponsor Stock may call
between the 1st and the 15th of the month. No calls will be accepted
after 4:00 p.m. (ET) on the 15th (or previous business day if the 15th
is not a business day).

Mutual fund shares are sold on the 15th of the month (or the previous
business day if the 15th is not a business) and the Sponsor Stock is
purchased within two (2) business days after the date on which the
mutual fund shares are sold.

EXCHANGES FROM SPONSOR STOCK TO MUTUAL FUNDS

Participants who wish to exchange out of Sponsor Stock into mutual
funds may call between the 1st and the 15th of the month. No calls
will be accepted after 4:00p.m. (ET) on the 15th (or previous business
day if the 15th is not a business day).

The Sponsor Stock is sold on the 16th (or next business day if the
16th is not a business day) and the subsequent purchase into mutual
funds will take place five (5) business days later. This allows for
settlement of the stock trade at the custodian and the corresponding
transfer to Fidelity. Orders for sales of Sponsor Stock must be share
specific.

EXCHANGES BETWEEN MUTUAL FUNDS AND MANAGED INCOME PORTFOLIO

36
40
Participants who wish to exchange out of a mutual fund into the
Managed Income Portfolio may call on any business day. If the request
is received before 4:00 p.m. (ET), it will receive that day's trade
date. Calls received after 4:00 p.m. (ET) will be processed on a next
day basis.

EXCHANGES FROM MANAGED INCOME PORTFOLIO TO SPONSOR STOCK

Participants who wish to exchange out of the Managed Income
Portfolio into Sponsor Stock may call between the 1st and the 15th of
the month. No calls will be accepted after 4:00 p.m. (ET) on the 15th
(or previous business day if the 15th is not a business day).

Managed Income Portfolio shares are sold on the 15th of the month (or
the previous business day if the 15th is not a business day) and the
Sponsor Stock is purchased within two (2) business days after the date
on which the Managed Income Portfolio shares are sold.

EXCHANGES FROM SPONSOR STOCK TO MANAGED INCOME PORTFOLIO

Participants who wish to exchange out of Sponsor Stock into the
Managed Income Portfolio may call between the 1st and the 15th of the
month. No calls will be accepted after 4:00 p.m. (ET) on the 15th (or
previous business day if the 15th is not a business day).

The Sponsor Stock is sold on the 16th (or next business day if the
16th is not a business day) and the subsequent purchase into the
Managed Income Portfolio will take place five (5) business days later.
This allows for settlement of the stock trade at the custodian and the
corresponding transfer to Fidelity. Orders for sales of Sponsor Stock
must be share specific.

EXCHANGE RESTRICTIONS

Participants will not be permitted to make direct transfers from the
Managed Income Portfolio into a competing fund. Participants who wish
to exchange from the Managed Income Portfolio into a competing fund,
must first exchange into a non-competing fund for a period of 90 days.

PIPER IMPACT, INC.

By:
-----------------------

Document Metadata

Table of Contents

TRUST AGREEMENT BETWEEN

Document Metadata