Compensation & Management Development Committee Charter



The Board of Directors (the "Board") of Quanex Corporation (the "Company") shall establish a Compensation & Management Development Committee (the "Committee").

PURPOSE

The Committee shall: (a) discharge the Board's responsibilities relating to compensation of the Company's Chief Executive Officer (the "CEO"), corporate officers, and the president of each business group (the "key executives"); (b) discharge the Board's responsibilities relating to the performance, development and succession planning for the CEO; and (c) produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations.

COMMITTEE PROCEDURE

1. The Committee shall be composed of no fewer than three members, who, together with the Chair of the Committee, shall be elected by a vote of a majority of the Board based on recommendations of the Chairman & CEO and reviewed by the Nominating & Corporate Governance Committee, and shall serve until their successors are appointed and qualify. A member of the Committee may be removed at any time with or without cause by action of the Board.

2. The membership of the Committee shall meet the independence requirements of applicable laws, New York Stock Exchange and if deemed appropriate from time to time, meet the definition of "non-employee director" under Rule 16b-3 under the Securities and Exchange Act of 1934, and "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986.

3. The Committee shall annually review and reassess the adequacy of this Charter and recommend proposed changes to the Board for approval.

4. The Committee shall annually review its own performance.

5. The Committee may form and delegate duties to subcommittees when it is appropriate.

COMPENSATION OVERSIGHT

6. The Committee shall review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.

7. The Committee shall have the authority, upon consultation with the Chief Executive Officer to the extent the Committee deems appropriate, retain, terminate, and approve fees and other retention terms for any compensation consultant to be used to assist in the evaluation of CEO and senior executive compensation.

8. The Committee shall review, approve and report to the Board regarding the Company's overall total compensation policy, including compensation philosophy, and strategy, short- and long term incentive plans and programs, including equity based plans, stock ownership plans, benefit plans, pension benefits and insurance programs for the CEO, corporate officers and key executives.

9. The Committee shall review and approve the compensation paid to the CEO, corporate officers and key executives of the Company.

10. The Committee shall review and approve the establishment and administration of stock bonus plans and stock option plans, and other equity based plans for employees and non-employee directors, and approve and ratify awards under such plans for the CEO, corporate officers, key executives, and key employees.

11. The Committee shall adopt, administer, approve and ratify awards under the Company's Executive Incentive Compensation Plan (EICP), and the Long-Term Incentive Plans (L-TIP), including amendments to the awards made under any such plans; approve the establishment of targets for such plans; and review and monitor awards under such plans.

12. The Committee shall review, approve and report to the Board of Directors with respect to any employment agreement, termination agreement or severance arrangement for the CEO.

13. The Committee shall approve the report of the Compensation & Management Development Committee to be included in the Company's Proxy Statement to be mailed in connection with meetings of stockholders of the Company.

MANAGEMENT DEVELOPMENT

14. The Committee shall annually review with the CEO the performance of corporate officers and key executives.

15. The Committee may, at its discretion, review the structural organization of the Company and assist the CEO in developing recommendations for the selection of senior management personnel and their replacement successors.

16. The Committee shall confer upon, and develop for consideration of the full Board, a recommendation of one or more candidates for CEO in the event the position becomes or is about to become vacant.

17. The Committee may, at its discretion, review the adequacy of the management development program / processes to assure a capable cadre of talent to support the senior managerial needs of the Company.

REPORT TO BOARD

18. The Committee shall report to the Board at the Board meeting next following a meeting of the Committee on all significant matters addressed by the Committee.