0001104659-05-010624 Sample Contracts

December 1, 2004
Severance Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
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NONQUALIFIED STOCK OPTION AGREEMENT Quanex Corporation
Nonqualified Stock Option Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas

This STOCK OPTION AGREEMENT (the “Agreement”) is made between QUANEX CORPORATION, a Delaware corporation (the “Company”), and (the “Optionee”). The Board of Directors of the Company has adopted the Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan (the “Plan”), which is incorporated by reference herein. The Company considers that its interests will be served by granting the Optionee an option to purchase shares of common stock of the Company as an inducement for [his] [her] continued and effective performance of services for the Company or an Affiliate. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

March 11, 2005
Fifth Amendment Under the Quanex Corporation Revolving Credit Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
NONQUALIFIED STOCK OPTION AGREEMENT Quanex Corporation
Nonqualified Stock Option Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas

This STOCK OPTION AGREEMENT (the “Agreement”) is made between QUANEX CORPORATION, a Delaware corporation (the “Company”), and (the “Optionee”). The Board of Directors of the Company has adopted the Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan (the “Plan”), which is incorporated by reference herein. The Company considers that its interests will be served by granting the Optionee an option to purchase shares of common stock of the Company as an inducement for [his] [her] continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

THIRD AMENDMENT TO THE PIPER IMPACT 401(K) PLAN
401(k) Plan Amendment • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

NOW, THEREFORE, the Sponsor agrees that, effective as of January , 2005, Section (k) of Article VII of the Plan is amended and restated in its entirety to provide as follows::

NONQUALIFIED STOCK OPTION AGREEMENT Quanex Corporation
Nonqualified Stock Option Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas

This STOCK OPTION AGREEMENT (the “Agreement”) is made between QUANEX CORPORATION, a Delaware corporation (the “Company”), and (the “Optionee”). The Board of Directors of the Company has adopted the Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan (the “Plan”), which is incorporated by reference herein. The Company considers that its interests will be served by granting the Optionee an option to purchase shares of common stock of the Company as an inducement for [his] [her] continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

RESTRICTED STOCK AWARD AGREEMENT Quanex Corporation
Restricted Stock Award Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made by and between Quanex Corporation, a Delaware corporation, (the “Company”) and (the “Director”) effective as of the day of , 20 ( the “Grant Date”), pursuant to the Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan (the “Plan”), which is incorporated by reference herein in its entirety.

RESTRICTED STOCK AWARD AGREEMENT Quanex Corporation
Restricted Stock Award Agreement • March 11th, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made by and between Quanex Corporation, a Delaware corporation, (the “Company”) and (the “Executive”) on this day of , 200 ( the “Grant Date”) pursuant to the Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan (the “Plan”), which is incorporated by reference herein in its entirety.

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