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                                                                    EXHIBIT 10.2

                               SECOND AMENDMENT TO
                           NICHOLS 401(k) SAVINGS PLAN


         THIS AGREEMENT by Quanex Corporation (the "Sponsor"),

                                   WITNESSETH:

         WHEREAS, on June 24, 1999, the Sponsor executed the amendment and
restatement of the Plan known as "Nichols 401(k) Savings Plan" (the "Plan"); and

         WHEREAS, the Sponsor retained the right in Section 11.01 of the Plan
to amend the Plan from time to time;

         NOW, THEREFORE, the Sponsor agrees that the Plan is hereby amended,
effective as of June 1, 2000, as follows:

                  (1) Section 2.13 shall be added to the Plan to read as
         follows:

                  2.13 CREDIT FOR SERVICE WITH IMPERIAL PRODUCTS, INC. For
         purposes of determining an Employee's Active Service for eligibility to
         participate and vesting, his service with Imperial Products, Inc., a
         Delaware corporation, will be counted as Active Service under the Plan.

                  (2) Section 3.01 of the Plan is amended in its entirety to
         read as follows:

                  3.01 ELIGIBILITY REQUIREMENTS. Each Employee who is employed
         by (a) the Sponsor, at its plant in Lincolnshire, Illinois, one of its
         Nichols Aluminum divisions or at its Fabricated Products division, or
         (b) any other Employer shall be eligible to participate in the Plan
         beginning on the Entry Date that occurs with or next follows the date
         on which the Employee completes one year of Active Service. However,
         except with respect to those employed at the Sponsor's plant in
         Lincolnshire, Illinois, all Employees who are included in a unit of
         Employees covered by a collective bargaining agreement between the
         Employees' representative and the Employer shall be excluded, even if
         they have met the requirements for eligibility, if there has been good
         faith bargaining between the Employer and the Employees' representative
         pertaining to retirement benefits and the agreement does not require
         the Employer to include such Employees in the Plan. In addition, a
         Leased Employee shall not be eligible to participate in the Plan unless
         the Plan's qualified status is dependent upon coverage of the Leased
         Employee. An Employee who is a nonresident alien (within the meaning of
         section 7701(b) of the Code) and receives no earned income (within the
         meaning of section 911(d)(2) of the Code) from any Affiliated Employer
         that constitutes income from sources within the United



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         States (within the meaning of section 861(a)(3) of the Code) is not
         eligible to participate in the Plan. An Employee who is a nonresident
         alien (within the meaning of section 7701(b) of the Code) and who does
         receive earned income (within the meaning of section 911(d)(2) of the
         Code) from any Affiliated Employer that constitutes income from sources
         within the United States (within the meaning of section 861(a)(3) of
         the Code) all of which is exempt from United States income tax under an
         applicable tax convention is not eligible to participate in the Plan.
         An Employee who is expatriated to the United States from another
         country is not eligible to participate in the Plan for so long as he
         continues to accrue deferred compensation or retirement benefits under
         any agreement or program to which an Affiliated Employer other than an
         Employer is a party. Finally, an Employee who is employed outside the
         United States is not eligible to participate in the Plan unless the
         Committee elects to permit him to participate in the Plan.
         Notwithstanding any other provision of the Plan to the contrary, (1) an
         Employee of Nichols Aluminum- Golden, Inc. who was employed by Nichols
         Aluminum-Golden, Inc. on January 25, 2000 shall be eligible to
         participate in the Plan on February 14, 2000 for purposes of Salary
         Deferral Contributions, and such an Employee's Supplemental
         Contributions, if any, shall be based on his Considered Compensation
         paid by the Employer on or after February 28, 2000, and (2) an Employee
         of Imperial Products, Inc. who was employed by Imperial Products, Inc.
         on April 1, 2000, shall be eligible to participate in the Plan on June
         1, 2000.



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                  IN WITNESS WHEREOF, the Sponsor has executed this Agreement
this 16th day of April, 2000.

                                                 QUANEX CORPORATION

                                                 /s/ PAUL GIDDENS
                                                 -------------------------------
                                                 Paul Giddens, Vice President
                                                 Human Resources

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