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EXHIBIT 10.5
FIRST AMENDMENT TO
QUANEX CORPORATION
DEFERRED COMPENSATION PLAN
THIS AGREEMENT by Quanex Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, on September 29, 1999, the Company executed the Plan known as
"Quanex Corporation Deferred Compensation Plan" (the "Plan"); and
WHEREAS, the Company retained the right in Section 9.1 of the Plan to
amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Company approved resolutions on
the 7th day of December, 1999, to amend the Plan;
NOW, THEREFORE, the Company agrees that, effective as of December 7,
1999, Section 3.3 of the Plan is amended in its entirety to read as follows:
3.3 MANDATORY DEFERRAL. If (1) a Participant becomes entitled
to a cash payment of part or all of an Incentive Bonus because the
Participant did not elect to defer all of the Incentive Bonus, (2) the
Company determines that section 162(m) of the Code may not allow the
Company to take a deduction for part or all of the Incentive Bonus and,
(3) effective June 1, 1999, a Change of Control has not occurred, then,
the payment of the amount of the Incentive Bonus that is not deductible
by the Company will be delayed and deferred under the provisions of the
Plan until the 76th day following the end of the Plan Year in which the
Incentive Bonus was earned, on which date the total Incentive Bonus
will be paid immediately. The Committee may waive the mandatory
deferral required by this Section 3.3 with respect to a Participant who
is not a member of the Committee but such waiver shall only be made on
an individual basis and at the time the Incentive Bonus is determined
and awarded.
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IN WITNESS WHEREOF, the Company has executed this Agreement this 7th
day of December, 1999.
QUANEX CORPORATION
By /s/ XXXX XXXXXXX
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Title Vice President
Human Resources
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