0001104659-06-039919 Sample Contracts

QUANEX CORPORATION [STOCK-][CASH-]SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT << Full Name>> Grantee
Restricted Stock Unit Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

The Compensation Committee of the Board of Directors of Quanex Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Corporation 2006 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set forth above (the “RSUs”), on the following terms and conditions:

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QUANEX CORPORATION EMPLOYEE [STOCK-][CASH-]SETTLED PERFORMANCE UNIT AWARD AGREEMENT <<Name>> Grantee
Performance Unit Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
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QUANEX CORPORATION DIRECTOR [STOCK-][CASH]SETTLED PERFORMANCE UNIT AWARD AGREEMENT <<Name>> Grantee
Performance Unit Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
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QUANEX CORPORATION EXECUTIVE RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Executive Restricted Stock Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

General Vesting Schedule/Restriction Period: [3 years, with vesting in installments of 33 1/3% on the anniversary date of the Date of Award in each of the years , and .] [100% exercisable on the [first][second][third] anniversary of the Date of Award. 0% exercisable prior to the [first][second][third] anniversary of the Date of Award.]

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QUANEX CORPORATION [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT <<Full Name>> Grantee
Stock Appreciation Right Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Grant Price per Share (the Grant Price per Share is equal to the last per share sales price of the common stock of Quanex Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >>

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QUANEX CORPORATION DIRECTOR [STOCK-][CASH-]SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT << Full Name>> Grantee
Restricted Stock Unit Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Quanex Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Corporation 2006 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of restricted stock units set forth above (the “RSUs”), on the following terms and conditions:

Sample 1
QUANEX CORPORATION EMPLOYEE STOCK OPTION AGREEMENT <<Full Name>> Grantee
Employee Stock Option Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Exercise Price per Share (the Exercise Price per Share is equal to the last per share sales price of the common stock of Quanex Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >>

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QUANEX CORPORATION EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Employee Restricted Stock Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

General Vesting Schedule/Restriction Period: [3 years, with vesting in installments of 33 1/3% on the anniversary date of the Date of Award in each of the years , and .] [100% exercisable on the [first][second][third] anniversary of the Date of Award. 0% exercisable prior to the [first][second][third] anniversary of the Date of Award.]

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QUANEX CORPORATION OTHER STOCK-BASED AWARD AGREEMENT <<Full Name>> Grantee
Other Stock-Based Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

The Compensation Committee (the “Committee”) of the Board of Directors of Quanex Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Corporation 2006 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above, that number of shares (the “Shares”) of the Company’s Common Stock, $0.50 par value per share (the “Common Stock”), set forth above. Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan.

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QUANEX CORPORATION ANNUAL INCENTIVE AWARD AGREEMENT <<Full Name>> Grantee
Annual Incentive Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
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QUANEX CORPORATION DIRECTOR STOCK OPTION AGREEMENT <<Full Name>> Grantee
Director Stock Option Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Exercise Price per Share (the Exercise Price per Share is equal to the last per share sales price of the common stock of Quanex Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >>

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QUANEX CORPORATION DIRECTOR RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> Grantee
Director Restricted Stock Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

General Vesting Schedule/Restricted Period: [100% vested on the Date of Award (Subject to Transfer Restrictions as specified in this Agreement)] [100% vested on third anniversary of the Date of Award. 0% vested prior to the third anniversary of the Date of Award. [3 years, with vesting in installments of 33 1/3% on the anniversary date of the Date of Award in each of the years , and .]

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QUANEX CORPORATION DIRECTOR [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT <<Full Name>> Grantee
Director Stock Appreciation Right Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Grant Price per Share (the Grant Price per Share is equal to the last per share sales price of the common stock of Quanex Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >>

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QUANEX CORPORATION OTHER STOCK-BASED AWARD AGREEMENT <<Full Name>> Grantee
Other Stock-Based Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Quanex Corporation, a Delaware corporation (the “Company”), pursuant to the Quanex Corporation 2006 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above, that number of shares (the “Shares”) of the Company’s Common Stock, $0.50 par value per share (the “Common Stock”), set forth above.

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QUANEX CORPORATION EXECUTIVE STOCK OPTION AGREEMENT <<Full Name>> Grantee
Executive Stock Option Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Exercise Price per Share (the Exercise Price per Share is equal to the last per share sales price of the common stock of Quanex Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >>

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QUANEX CORPORATION DIRECTOR PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Director Performance Stock Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
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QUANEX CORPORATION EMPLOYEE PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Employee Performance Stock Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
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QUANEX CORPORATION EXECUTIVE [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT <<Full Name>> Grantee
Executive Stock Appreciation Right Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

Grant Price per Share (the Grant Price per Share is equal to the last per share sales price of the common stock of Quanex Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >>

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QUANEX CORPORATION EXECUTIVE PERFORMANCE STOCK AWARD AGREEMENT <<Name>> Grantee
Executive Performance Stock Award Agreement • June 6th, 2006 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
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