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EXHIBIT 10.31
AMENDMENT TO
THE QUANEX CORPORATION
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
THIS AGREEMENT by Quanex Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company previously adopted the
plan agreement known as the "Quanex Corporation 1997 Non-Employee Director Stock
Option Plan" (the "Plan"); and
WHEREAS, the Board of Directors of the Company retained the right in
Article IV of the Plan to amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Company has approved the
following amendment to the Plan;
NOW, THEREFORE, effective January 1, 2000, the Board of Directors of
the Company agrees that Section 3.6 the Plan is hereby amended, effective with
respect to all Options issued in the future under this Plan, as follows:
3.6 DURATION OF OPTIONS.
Each Option awarded, to the extent it shall not previously
have been exercised, shall terminate on the earlier of the following
dates:
(i) on the last day within the three month period
commencing on the date on which the Optionee ceases to be a
director of the Company, for any reason other than death,
Retirement or Disability; or
(ii) ten years after the date of grant of such
Option.
If the Optionee ceases to be a director of the Company due to
his death, Disability or Retirement, his Option shall continue to vest
after such cessation of service as a director for a period of not
longer than three years commencing on the
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date of the Optionee's death, disability or Retirement until the Option
expires upon the earlier of date of the expiration of such three-year
period or ten years after the grant of the Option.
Dated: December 9, 1999.
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