10-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

ý  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-19661

IPSCO Inc.

(Exact name of registrant as specified in its charter)

CANADA

(State or other jurisdiction of incorporation or organization)

98-0077354

(I.R.S. Employer Identification No.)

650 Warrenville Road, Suite 500, Lisle, Illinois 60532

Telephone:  (630)-810-4800

(Address and telephone number of principal executive offices)

Securities registered pursuant to section 12(b) of the Act:  Common Shares       Registered On:  NYSE and TSX

Securities registered pursuant to section 12(g) of the Act:  None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o  Yes  ý  No

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

o  Yes  ý  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                 ý  Yes  o  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).         o  Yes  ý  No

The aggregate market value of the common stock held by non-affiliates was approximately $1,673,861,421, computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2005.

48,073,018 shares of common stock were outstanding at March 6, 2006.

Documents incorporated by reference into this report include Sections of the registrant’s Proxy Statement to be filed on or before April 9, 2006 for the Annual Meeting of Stockholders to be held on May 4, 2006 (Part III). Such portions, except for the parts therein which have been specifically incorporated by reference, shall not be deemed “filed” for the purposes of this report on Form 10-K.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Except for the historical information contained in this report, certain matters discussed herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and include, but are not limited to, statements that relate to projections of sales, earnings, earnings per share, cash flows, capital expenditures or other financial items, discussions of estimated future revenue enhancements and cost savings. These statements also relate to our business strategy, goals and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. When used in this document, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “predicts,” “projects,” “should,” and similar terms and phrases are used to identify forward-looking statements in this report, as well as in the documents incorporated in this report by reference. These forward-looking statements are subject to numerous risks and uncertainties. They are important factors that could cause actual results to differ materially from those in the forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include the following:

•general economic conditions in North America and globally

•domestic and international competitive factors, including the level of steel imports into Canadian and U.S. markets

•general industry conditions, including competition and product and raw material prices

•changes in supply and demand for steel and our specific steel products

•potential replacement products or technology

•supply, demand, and pricing for scrap steel and iron, alloys and other raw materials

•supply, demand and pricing for electricity and natural gas

•fluctuations in other costs, including freight, input and employee costs

•availability of scrap, gas, electricity and other critical inputs to our manufacturing processes

•availability of transportation for the Company’s products

•our ability to properly and efficiently staff our manufacturing facilities

•labor organizing activities, labor difficulties or changes to labor laws and regulations

•access to capital markets

•equipment performance at our manufacturing facilities

•unanticipated capital expenditure requirements

•fluctuations in interest rates, currencies, and exchange rates

•the occurrence of any material lawsuits

•trade sanction activities and the enforcement of trade sanction remedies

•legislative or regulatory requirements, particularly concerning environmental matters

•other risks described under “Risk Factors”

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This list is not exhaustive of the factors that may impact our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements. Neither we, nor any other person, assume responsibility for the accuracy and completeness of these forward-looking statements. We undertake no obligation to update forward-looking statements contained in this report.

PART I

ITEM 1. BUSINESS

In this Form 10-K, IPSCO Inc. and its subsidiaries, unless otherwise specified, are collectively referred to as “IPSCO” or the “Company”, and unless the context otherwise requires, the terms “we”, “us” or “our” refer to the Company.

General

IPSCO is a North American steel and steel pipe producer with facilities and processing equipment located at 19 sites throughout the United States and Canada. Three of these facilities, the steelworks, produce carbon steel slabs, hot rolled discrete plate and coil. The remaining facilities further process the plate and coil into value-added products, including heat treated and normalized plate, cut-to-length plate and a comprehensive line of tubular products include casing, tubing, large and small diameter line pipe and industrial pipe. IPSCO processes scrap metal at several locations in North America.

IPSCO was incorporated by certificate of incorporation under the laws of Saskatchewan on July 13, 1956 and was continued by articles of continuance under the Canada Business Corporations Act on January 28, 1977. Originally known as Prairie Pipe Manufacturing Co. Ltd., the name of the Company was changed to Interprovincial Steel and Pipe Corporation Ltd. on August 26, 1960. On April 2, 1984, the Company changed its name to IPSCO Inc.

Financial Information About Segments

We operate and report our business as a single business segment. The Company’s operations are managed, and operating results are reviewed, as a consolidated enterprise for purposes such as resource allocation and performance assessment. The Chief Operating Decision Maker (“CODM”) and the Board of Directors currently review profitability for the Company on a consolidated basis. The financial information reviewed by the CODM is presented on a consolidated basis and includes information by product only to the gross margin line. Allocation of selling, general, administrative and other costs is not computed between product groupings. As a result, operating income by product group is not presented in financial data prepared by the Company. The Company believes the information presented in this report meets the requirements for segmented reporting as defined by generally accepted accounting principles.

Description of Business

Operations:

IPSCO owns and operates three steelworks in: Regina, Saskatchewan; Montpelier, Iowa; and Mobile, Alabama. The Regina facility has been in operation since 1956, with the steel mill coming on line in 1961. The Montpelier Steelworks began production in 1997 and the Mobile Steelworks in 2001. These steelworks use electric arc furnace or “mini-mill” technology to convert scrap metal into liquid steel. Alloys are added during processing to create a variety of steel grades. Liquid steel is cast into slabs and subsequently hot rolled, using Steckel mill technology, into either discrete plate or coil. Completion of construction of the two U.S. steelworks added 2.5 million tons of plate and coil processing capacity, increasing our total steelwork’s production capacity to 3.5 million tons per year.

We operate five coil-processing locations, sourced primarily with IPSCO-produced coil, which fabricate cut-to-length products. Cut-to-length products are produced from steel coils of various widths, thicknesses and grades. They are cut to specific lengths to meet customer requirements in pieces ranging from 8 feet to over 60 feet. IPSCO produces a wide range of cut-to-length products in yield strengths as high as 100,000 pounds per square inch, thicknesses of up to ½ inch and widths as great as 96 inches.

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Eight pipe facilities, at six locations throughout North America, utilize primarily IPSCO-produced coil to fabricate electric resistance weld (ERW) tubular products that range from 1½ inches up to 24 inches in diameter, as well as spiral formed, double submerged arc welded tubular products greater than 24 inches.

We also operate five auto shredder facilities in Western Canada and a number of small scrap metal processing and auto wrecking yards. These supply a significant portion of the scrap metal requirements of our Regina Steelworks in addition to processing non-ferrous materials that are sold throughout the world.

In the last decade, our workforce has increased by approximately 1,200 employees or 88%. Steel production volumes over the 10-year period increased by 2.4 million tons or nearly 264%. The investment in new facilities and technology in the United States, combined with training of production employees, has allowed us to expand and improve efficiency. We have a high rate of employee retention by providing industry competitive wages, which are supplemented by profit-driven incentives for achieving production, safety, and shipment targets.

Products:

Over the last decade, IPSCO has invested heavily to build modern, highly efficient facilities while continuing to reinvest in existing facilities. Since 1996, over $1 billion has been invested in new steel mill facilities located in the United States. Part of our strategy has been to compete on a low cost basis in a larger geographic area with broader markets. All of our steelworks employ Steckel mill technology, a design that allows us to vary production between coil and discrete plate in response to changing market conditions, optimizing mill performance and lessening commercial risk. Our steelworks can produce discrete plate in thickness from 3/16 to 4½ inches and coil in thickness from 1/10 to ¾ inches. Widths for discrete plate and coil range from 48 inches to 120 inches and 40 inches to 120 inches, respectively. Discrete plate may either be sold directly to customers or further processed for sale at our heat treat facility. Coil may either be sold directly to our customers or further processed for sale at our cut-to-length and tubular facilities. We also have expanded our value-added product lines to include blasted and painted products, as well as quench and temper, and normalized plate products.

We estimate the North American plate market in sizes that IPSCO produces to have been approximately 14 million tons in 2005. The North American production of plate in those same sizes was approximately 12 million tons and IPSCO was the leading producer.

IPSCO is a major supplier in the energy tubular markets and industrial pipe markets in the United States and Canada, shipping 1.1 million tons in 2005. About 80% of our tubular shipments in 2005 were energy related, as classified by casing, tubing, and large and small diameter line pipe. Our primary source of material for tubular production is coil produced by our steelworks. Additional requirements are sourced externally, with approximately 19% of the 1.7 million tons consumed in our pipe and cut-to-length lines purchased from third parties in 2005.

Our energy tubular product line has three major components – oil and gas well casing and tubing, small diameter line pipe and large diameter line pipe. Oil country tubular goods or “OCTG” consist of casing and tubing and are used in the exploration, extraction, and production of oil and natural gas from well sites. Line pipe is used in the gathering, transmission and distribution of extracted oil and natural gas to end-users. IPSCO has developed a strong network of distributors and customers within the North American OCTG market. We estimate the current North American market for OCTG to be 5.5 million tons and IPSCO’s share of this market to be 12%. Major competitors in the North American OCTG market are Maverick Tube Corporation, Lone Star Steel Company, United States Steel Corporation, NS Group Inc., Tenaris, S.A., and a high percentage of imports, primarily from the Far East.

Large diameter pipe is a subset of line pipe, and is distinguished from other line pipe by its greater size. Large diameter pipe is used in transporting oil and gas across long distances. Demand for large diameter pipe is generally driven by either the need to transmit production from newly developed reserves, the need to meet demand greater than current oil and gas delivery system capacity, or replacement needs related to existing large diameter lines.

We produce large diameter pipe at our Regina facility, using our own coil, allowing the Company total control of the production process. Our Western Canadian location provides IPSCO with a freight advantage in the northern part of the continent. In addition, IPSCO is able to compete effectively elsewhere in North America as evidenced by the East Texas Expansion and Cheyenne

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Plains projects completed in 2004. Our competitors in the North American large diameter pipe market are Berg Steel Pipe Corporation, Oregon Steel Mills Inc. through Camrose Pipe Company, American Cast Iron Pipe Company, and Stupp Corporation.

Our industrial pipe is produced at various tubular facilities depending on size and shape. Hollow structural product or “HSS” in various sizes and shapes is made at the Geneva, Nebraska; Camanche, Iowa; Red Deer, Alberta; and Regina, Saskatchewan facilities. Standard pipe is produced at various facilities. IPSCO has a small share of the North American industrial pipe market, which is supplied by numerous producers.

As noted, a portion of the coil produced at our steelworks is used at our cut-to-length facilities. Three of our facilities (Houston, St. Paul and Toronto) have temper leveled cut-to-length lines, which produce product with superior flatness, surface quality, higher strength, and other qualities needed in certain manufacturing processes, all without heat treatment.

The following table shows information about the types of products we manufacture and the types of customers we sold to in 2005 and 2004:

	2005 Tons %		2004 Tons %
Products:
Coil & Discrete Plate	53	%	52	%
Cut-to-length Products	15	%	16	%
Energy Tubulars	22	%	19	%
Large Diameter Pipe	4	%	5	%
Industrial	6	%	8	%
Customers:
Service Centers & Distributors	38	%	41	%
Pipe and tube	33	%	32	%
OEM’s	29	%	27	%

During 2005, IPSCO had approximately 600 customers purchasing steel and pipe, primarily in the service center, distribution, energy, agricultural equipment, transportation equipment, heavy machinery, and construction industries. Two-thirds of the Company’s sales were made to U.S. customers. IPSCO’s wide assortment of plate product widths, lengths, thicknesses, and grades are used by end customers to manufacture construction and farm equipment, rail cars, barges, ships, storage tanks, bridges, structural poles, wind towers, large diameter pipe, and a host of other products.

Raw Materials:

IPSCO’s major variable costs of steel mill production are steel scrap, alloys, energy, both electricity and natural gas, and hot rolled coil for our pipe mills and coil processing facilities.

Scrap metal is the primary raw material input for mini-mill producers and a secondary input for integrated producers. Scrap prices increased significantly in the second half of 2003. The impact of this increase was absorbed by IPSCO and other steel producers through the end of that year. In January of 2004, most steel producers adopted some form of scrap surcharge mechanism to neutralize the impact on margins due to further increases and volatility in scrap pricing. Early 2005 scrap prices were comparable to the high levels at the end of 2004, but declined rapidly in May and June to levels lower than any point in 2004. By year-end 2005, pricing had increased again to levels approaching those in effect at the end of 2004. In 2005, scrap was approximately 40% of the cost of production in our steelworks.

IPSCO is vertically integrated through General Scrap Partnership, a Canadian scrap metal operation owned by IPSCO, with 14 collection sites, five of which include shredders. We also cultivate strong business relationships with most major scrap yards and brokers.

The addition of alloys is directly related to the production of specialty grade steels, which produce finished products with desired strength, hardness and abrasion characteristics. Use of alloys adds to the cost of production and typically the price of the finished product. The price of alloy inputs rose significantly in 2005. Alloys were approximately 8% of the cost of steel produced in our steel mills in 2004. In 2005, this cost increased to 10% of the cost of production reflecting price increases and product mix. The increase in this cost, with the exception of certain alloys, was not countered by a surcharge, but generally captured through higher prices in the related products.

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Electricity and natural gas are also important variable costs for IPSCO, and like all steel producers, IPSCO was impacted in 2005 by steep increases in the cost of energy. Despite these increases, energy costs represent only 10% of our total steel mill product cost.

Electricity is our primary source of energy in the steel making process. Our Regina facility’s electrical contract extends to 2009 and our Mobile facility has a contract through April of 2011. Our Montpelier facility negotiated a 10-year fixed contract in October of 2005, which extends through 2016. All of our contracts establish a fixed rate for our electrical usage subject to inflationary adjustments as well as pricing relating to seasonal and peak periods. Most of our electricity suppliers use some gas turbine based peaking capacity but rely primarily on coal, nuclear or hydro-electricity for delivery. Our pricing covers both firm and interruptible services.

Natural gas is another important input used in steel production. The sharp escalation of natural gas prices was absorbed in the industry’s margins with the sharpest escalation occurring in the second half of the year. North American gas prices were impacted further, although temporarily, by the impact of Hurricane Katrina on energy production in the Gulf Coast region. IPSCO utilizes hedging programs for natural gas covering a four-year period to smooth price volatility. These programs helped mitigate the significant increases in spot prices during 2005. We did not experience any supply shortages, but no assurance can be given on supply availability in the future.

Strategy:

The core effort of our strategy is to clearly differentiate IPSCO from other steel manufacturers by superior execution of a customer-focused commercial strategy, delivery to market, product quality, value added products, technical competence and financial performance. We build a high brand presence in the primary markets we serve in order to support and extend our ability to differentiate “who we are” and “what we do” from others in the marketplace.

We attempt to minimize the volatility in our business and maximize earnings through our low cost platform, flexibility, and ability to move finished production between plate, coil, and different value added processes based on market trends. IPSCO’s strength derives not only from the intrinsic competitive abilities of each of the activities along our value chain, but also from the synergistic combination of our facilities, resulting in better service to our customers, good penetration in competitive markets, and a set of alternatives which provides a strong defense in difficult markets. We are vigilant about maintaining low costs in each of our activities and strive to be among the lowest cost producers in the world.

We operate “steel short”, which means we have more outlets for steel product than steel capacity. We purchase the additional steel needs from third parties. We plan to continue to increase our value-added mix of products without adding a green-field steel making facility. We will continue to secure outlets for products either by close customer collaboration, partnership, joint venture or ownership. These strong connections allow us to manage price fluctuations in broad commodity markets.

IPSCO has the ability to adopt a variety of operating configurations to match market and competitive environments. Our employees are trained to operate within the uncertainties of a highly competitive industry. We devote considerable resources to making sure that employees have the skills and motivation to manage both the individual units and the integrated whole to maximize our competitive and financial performance.

IPSCO’s financial goals derive directly from our operating configuration and practices. We aim not only to achieve high returns relative to the steel industry, but also to moderate the cyclical performance typical of most steel producers. To do so our capital investments are directed toward:

•           differentiating our goods and services to maximize revenue for each unit of output and to limit exposure to the commodity auction

•           keeping our cost among the lowest in North America

•           stabilizing our earnings through a diversity of end markets, creating a buffer for cyclical swings

•           growing the Company, including expanding our value-added product lines

IPSCO has targeted a regional geography – North America – where our focus, differentiation and value chain oriented strategy will have maximum effect. However, we actively seek ways to extend the scope of our ability to compete in, and meet the demands, of our chosen region. Where it enhances our opportunity to grow shareholder returns, we may expand outside North America.

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Capital and Strategic Investments:

In 2003, the Company co-ventured with Blastech, Inc., to provide blast and paint processing service for steel plate. Construction of a new blast and paint facility at our Mobile, Alabama steelworks was completed early in 2004 and the facility began operating in February 2004, increasing the value-added product range for our Mobile plate operations. In 2005, capital projects for this co-venture were undertaken relating to efficiencies in material handling which will reduce operating costs and improve responsiveness to customer needs.

In 2005, capital expenditures were $67 million as we increased maintenance capital expenditures to approximately $23 million consistent with our high levels of capacity utilization. Additional expenditures were related to capacity and product line expansion and cost reduction programs. IPSCO continually reviews potential projects that target cost reductions, capacity, or product line expansion, and strategic support. Before approval, these projects must show a return in excess of our risk-adjusted cost of capital. Current expectations for capital spending in 2006 are $150 million reflecting $42 million in maintenance capital and $108 million for discretionary projects all of which exceed our risk-adjusted cost of capital.

In March 2005, IPSCO began the installation of state-of-the-art, high-speed finishing equipment at its tubular facility in Blytheville, Arkansas. The project, which came on line late in the year, increased the facility’s ability to thread and couple OCTG products of 4½ inches or less, allowing greater throughput, productivity, and customer responsiveness.

In April 2005, IPSCO broke ground on a $50 million steel plate Quench, Temper and Normalizing (or “Heat Treat”) facility at the Mobile Steelworks. Despite construction interruptions due to Hurricanes Dennis, Rita, and Katrina, normalizing operations began as originally planned in the fourth quarter of 2005, with the remainder of the project scheduled for completion in early 2006. Heat-treated plate is used in manufacturing applications, such as construction equipment, where strength, hardness and toughness are required. These products provide additional value to current product offerings and will displace commodity grade products in our sales mix. The facility will have a capacity of 170,000 tons of normalized and quench and temper product.

We also announced the expansion of our pipe mill capabilities at our Calgary, Alberta plant. Overall capacity of the Calgary heat-treat facility has been increased by more than 70% annually. The product range improvements will enhance the production of heat-treated casing from the current 4½ to 9⅝ inch diameters to include diameters through 13⅜ inches in high collapse, N, L, P and Q grades, as well as IPSCO proprietary grades. The enhancements also included equipment and process modifications to enable production of heat-treated tubing in smaller diameters through 3½ inches.

Product Development:

IPSCO continually evaluates new ways to add value to our product lines. With focused development from our research personnel and product development engineers based on input from our customer base and sales force, we have expanded our plate product line to include certain niche or specialty steels, which have replaced a portion of our commodity grade products.

We began construction in November 2005 of a modern research unit specifically dedicated to accelerate development of the Company’s capability to produce large diameter pipe suited for frontier climates, as well as high-end grades of plate. Our new Frontier Pipe Research Unit will also be committed to conducting research related to other energy tubular products such as OCTG for frontier environments and other advanced energy sector steel products.

Competitive Conditions in the Business:

Integrated Mills Versus Mini-Mills - There are generally two types of primary steel producers differentiated by the process used to make raw steel. Steel manufacturing by an integrated mill involves the production of liquid steel from iron ore, using coke, lime and oxygen in a blast furnace. In contrast, IPSCO is a mini-mill producer and its steel making facilities in Regina, Montpelier and Mobile use electric arc furnaces to directly melt scrap or scrap substitutes into liquid steel. As a group, mini-mills have historically been characterized by lower costs of production and lower man-hours per ton than integrated mills. This is due, in part, to lower capital costs and lower operating costs. However, as a result of steel industry consolidation and the emergence from bankruptcy of previously inefficient and high cost steelmaking assets, the cost differential between mini-mills and some integrated mills has begun to narrow. During periods of historically high scrap costs, where iron ore costs have not increased at the same rate, such as those experienced in 2004 and 2005, the historical cost differentials between integrated and mini-mill steelmaking are further reduced as scrap is a secondary input for integrated mills and a primary input for mini-mills.

The Company’s product lines must compete against both domestic and offshore supply. The domestic industry has gone through a period of consolidation, which has reduced the supply of plate product manufactured in North America. Pricing

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levels in North America during 2004 and 2005 were driven primarily by strong end user global demand for steel product and lower domestic supplies than had been available prior to the consolidation. The volume of imported steel varies depending on the level of government control, demand and pricing in other parts of the world relative to North America, and the strength of the U.S. and Canadian dollars. Generally, foreign steel and pipe must be offered at discounts great enough to warrant the additional risks of earlier purchase commitment, longer delivery lead times, and in some cases, the uncertainty of quality.

Plate and Coil - - Our hot rolled steel products compete with many North American integrated and mini-mill coil and plate producers. Our major competitors in discrete plate products are Nucor Corporation, the Mittal Steel group of companies, Oregon Steel Mills Inc., and Algoma Steel Inc. A large proportion of our coil production is further processed into cut-to-length plate and pipe, the balance competes against wide coil producers such as Algoma Steel Inc., Mittal Steel and Nucor Steel Tuscaloosa Inc., and to a more limited extent with many North American mills making coil less than 72 inches wide.

Tubular Products – Our tubular products with less than or equal to 16 inches in diameter compete with several North American producers. Our major domestic competitors for energy tubular products are Maverick Tube Corporation, United States Steel Corp, NS Group Inc. and Lone Star Steel Company. Our tubular products in excess of 16 inches in diameter compete with the products of Berg Steel Pipe Corporation, Oregon Steel Mills Inc., Stupp Corporation, American Cast Iron Pipe Company, and United States Steel Corporation. In addition to IPSCO, United States Steel Corporation and Oregon Steel Mills Inc. are the only other large diameter pipe fabricators which have the capability to produce their own coil or plate for input to their pipe making process.

Environmental Compliance:

We are subject to comprehensive and continually evolving environmental regulation of our operations under federal, state, provincial and local laws with respect to air, emissions, discharges to surface and ground water and waste systems, and the handling, generation, storage, transportation, treatment and disposal of hazardous substances. We require federal, state and provincial permits regulating air and water discharges in order to operate our facilities. We believe that our facilities are in compliance with all relevant federal, state and provincial environmental laws.

Given the continual evolution of environmental laws and increased enforcement actions taken by regulators, our environmental capital expenditures, as well as compliance costs, will likely increase in the future and may vary substantially from those currently anticipated. The increased costs of environmental compliance may place North American steel producers at a competitive disadvantage with respect to foreign steel producers, which may not be subject to similar environmental costs.

The United States Environmental Protection Agency (“U.S. EPA”) has proposed an air emission rule relating to air emissions from Electric Arc Furnace (“EAF”) operations. The U.S. EPA regulates major sources of hazardous air emissions under a rule known as Maximum Achievable Control Technology (“MACT”). EAF operations are not major sources of hazardous air pollutants and are therefore not subject to MACT requirements. However, the U.S. EPA has authority to regulate small hazardous emission sources under a set of rules called the Area Source Rules. The main focus of the proposed air emission rule relating to EAF operations has been mercury emissions caused by mercury switches in automotive scrap. It had been expected that this rule would be effective in 2005. U.S. EPA has, however, recognized that the removal of switches from automobiles prior to the shredding process is likely the best method to control EAF mercury emissions. As a result, U.S. EPA has been promoting programs to have switches removed and recycled prior to the time shredded materials are sent to the EAF operations. As a result of the activities by the U.S. EPA, the finalization of the EAF Area Source Rule has been delayed and it is now expected that the final rule will not be effective until 2006. We cannot at this time predict the impact of the final rule on our operations.

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In Canada, Environment Canada has been looking to mirror the U.S. EPA rules in developing a mercury switch program. As a result of the length of time it has taken the U.S. EPA to implement a final rule, Environment Canada has attempted to arrange a cost sharing arrangement between the auto manufacturers and the steel industry to remove mercury switches from autos before they are shredded. The negotiation of this type of program is ongoing. Environment Canada does not currently appear to be contemplating regulations that would require the installation of mercury control equipment at the Company’s Regina EAF operations. The programs being contemplated in Canada would not add any material cost in operations or in capital expenditures. General Scrap Partnership was proactive in this area and has been removing mercury switches and properly disposing of them since 2000. Currently our programs have been used by both the U.S. EPA and Environment Canada as examples for others to follow, and we are working with vehicle manufacturers, other steelmakers, vehicle dismantlers and shredders, and the environmental community to create a national program for recovering mercury switches from scrap cars and light trucks before they are shredded for recycling.

In 2006, a new emission standard for Canadian manufacturers covering dioxin emissions from EAF operations will become effective. For new EAF related facilities, the standard will be 100 picograms per normal cubic meter of exhaust gas from the EAF melting operations and the standard will be 150 picograms for existing EAF related facilities. A new bag house to capture EAF particulate emissions was recently constructed at the Regina Steelworks, at a cost of approximately CDN $14 million. In addition to dramatic improvements in the capture and control of particulates, the new baghouse will allow the Regina operations to meet the new source dioxin standard of 100 picograms. The Regina facility will be subject to annual compliance testing. Based on 2005 test data demonstrating compliance with the new dioxin standard, we do not anticipate any further material impact associated with the implementation of this new standard.

With the ratification of the Kyoto Protocol Treaty (the “Treaty”) by the Canadian government, manufacturing operations in Canada have become subject to mandated reductions in emissions of greenhouse gases. The United States has not ratified the Treaty and as a result has not agreed to mandated reduction, but instead has committed to reporting such emissions and also is conducting many voluntary reduction programs. In Canada, as part of the effort to comply with the Treaty, the Canadian government identified a number of industrial sectors that would be required to reduce emissions during the first commitment period ending in 2012. These sectors were classified as “Large Final Emitters”. The steel industry was included in this group. The Company has been actively engaged in negotiations with the Canadian government on implementation of the reductions that will be required within the steel industry. As a result of these negotiations, and the fact that the government has capped the cost of CO2 credits at $15 per ton, we do not currently expect the implementation of the Treaty in Canada to have a material impact on our operations. However, any changes to the program that significantly restrict access to sufficient carbon allocations for the steel melting operations in Regina could impact our ability to expand operations at this facility.

Since the level of enforcement of environmental laws and regulations, or the nature of those laws that may be enacted from time to time are subject to changing social or political pressures, our environmental capital expenditures and costs for environmental compliance may increase in the future. In addition, due to the possibility of unanticipated regulatory or other developments, the amount and timing of future environmental expenditures may vary substantially from those currently anticipated. The cost of current and future environmental compliance may also place North American producers at a competitive disadvantage with respect to foreign steel producers, which may not be required to undertake equivalent costs in their operations.

Pursuant to the Resource Conservation and Recovery Act, or RCRA, which governs the treatment, handling and disposal of solid and hazardous wastes, the U.S. EPA and authorized state environmental agencies can require facilities to take corrective action to remediate releases of wastes. RCRA also allows citizens to bring suits against regulated facilities for potential damages and clean up. Our manufacturing operations produce various by-products, some of which, for example, electric arc furnace or EAF dust, are categorized as industrial or hazardous waste under RCRA, requiring special handling for disposal or for the recovery of metallics. While we cannot predict the future actions of the regulators or other interested parties, the potential exists for required corrective action at IPSCO’s facilities, the costs of which could be substantial.

Under the Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA”, the U.S. EPA and, in some instances, private parties have the authority to impose joint and several liability for the remediation of contaminated properties upon generators of waste, current and former site owners and operators, transporters and other potentially responsible parties, regardless of fault or the legality of the original disposal activity. We have a number of waste handling agreements with various contractors to properly dispose of our electric arc furnace dust and certain other waste products of steelmaking. However, we cannot assure that, even if there has been no fault by us, we may not still be cited for liability as a waste generator by reason of an environmental clean up at a site to which our waste products were transported.

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In addition to RCRA and CERCLA, there are a number of other environmental, health and safety laws and regulations that apply to our facilities and may affect our operations. By way of example and not of limitation, certain portions of the federal Clean Air Act, Clean Water Act, Oil Pollution Act, Safe Drinking Water Act and Emergency Planning and Community Right-to-Know Act, as well as state, provincial and local laws and regulations implemented by the regulatory agencies, apply to our facilities’ operations. Many of these laws allow both the governments and citizens to bring certain suits against regulated facilities for alleged environmental violations. Finally, any steelmaking company could be subject to certain toxic tort suits brought by citizens or other third parties alleging causes of action such as nuisance, negligence, trespass, infliction of emotional distress, or other claims alleging personal injury or property damage.

As of December 31, 2005, we had approximately $3.7 million reserved for environmental liabilities. We believe our liability for these matters was adequately reserved at December 31, 2005.

Our Employees:

IPSCO employs approximately 2,700 employees as of December 31, 2005. The majority of hourly employees at our Canadian facilities are covered by collective bargaining agreements. Expiration dates for the collective bargaining agreements are in 2007 for 148 employees at the Red Deer facility and 2011 for 1,011 employees at the Regina and Calgary facilities. Nineteen workers at one location in the United States are covered by a collective bargaining agreement, which expires in 2007.

Financial Information About Geographic Areas

As noted above, the Company is organized and managed as a single business segment. Sales are allocated to the country in which the third party customer receives the product.

The table below sets out financial information relating to the Company’s geographic areas for the last three fiscal years.

Sales	2005		2004		2003
Canada	$	978,898	$	825,680	$	520,963
United States	2,053,829		1,705,710		837,848
Total	$	3,032,727	$	2,531,390	$	1,358,811
Capital Assets
Canada	$	213,621	$	216,254	$	200,854
United States	842,565		852,335		907,283
Total	$	1,056,186	$	1,068,589	$	1,108,137

Sales information by product group is as follows:

	2005		2004		2003
Steel Mill Products	$	1,801,153	$	1,573,201	$	800,802
Tubular Products	1,231,574		958,189		558,009
Total	$	3,032,727	$	2,531,390	$	1,358,811

Available Information

This report is the Company’s first report made as a domestic U.S. issuer on Form 10-K. Upon listing with the NYSE in 1996, IPSCO was given “Canadian foreign private issuer” status and fulfilled its U.S. Securities and Exchange Commission (“SEC”) reporting obligations using the SEC’s foreign private issuer forms (and, in particular, the SEC’s multijurisdictional disclosure system, or MJDS, Forms 40-F and 6-K). As a result of the increased U.S. resident ownership of IPSCO stock over 2005, along with our substantial investment in building new steel mill facilities in Mobile, Alabama and Montpelier, Iowa and the relocation of the majority of our executive officers to the United States, management has, in good faith, determined that IPSCO is no longer a “foreign private issuer” as that term is defined in Rule 3604 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Effective January 3, 2006, IPSCO’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, may be accessed, free of charge, through the “Investors Information” section of the Company’s website (www.ipsco.com) as soon as reasonably practicable after the Company electronically files such materials with or furnishes them to the SEC.

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The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A RISK FACTORS RELATED TO OUR INDUSTRY

Our business, financial condition or results of operations could be materially adversely affected by the principal risks and uncertainties described in this section.

Our level of production and our sales and earnings are subject to significant fluctuations as a result of the cyclical nature of the steel industry and the industries we serve

The price of steel may fluctuate significantly due to many factors beyond our control. This fluctuation directly affects our product mix, production volumes and our sales and earnings. The steel industry has been highly cyclical and many of our products are subject to fluctuations in supply and demand. Highly cyclical industries such as the oil and gas, gas transmission, commercial equipment, rail transportation, and durable goods industries represent significant markets for our Company. Future economic downturns, stagnant economies or currency fluctuations in the United States or globally could decrease the demand for our products or increase the amount of imports of steel into the United States, which would decrease our sales, margins and profitability. We are also particularly sensitive to trends and events, including strikes and labor unrest that may impact these industries. Energy tubular products (excluding large diameter pipe) business is dependent on the demand for and pricing of oil and natural gas, which drives the number of active drilling rigs in both the United States and Canada. The large diameter pipe business is dependent on the existence of large pipeline projects. During times of lower demand from the oil and gas industry, we endeavor to shift steel production from tubular products towards steel mill products or cut-to-length products and vice versa. Prolonged weakness in the oil and gas industry and the existence of fewer large diameter pipe projects in combination with weakened plate demand could adversely affect our operations.

Imports of steel into North America have, in recent years, adversely affected, and may yet again adversely affect, North American steel prices, which would impact the level of our sales, margins and profitability

Excessive imports of steel into North America have in recent years caused, and may again in the future cause downward pressure on North American steel prices and significantly reduce our sales, margins and profitability. North American steel producers compete with many foreign producers. Competition from foreign producers is typically strong when the economies of certain foreign steelmaking countries weaken, and is further intensified during periods when the U.S. dollar strengthens relative to foreign currencies. Economic difficulties in these countries, combined with a reduction in demand for steel produced by these countries tends to encourage greater steel exports to North America at prices lower than the prices otherwise charged by North American producers.

In addition, we believe the downward pressure on, and periodically depressed levels, of North American steel prices over the years have been further exacerbated by imports of steel involving dumping and subsidy abuses by foreign steel producers. For example, between 1998 and 2001, when imports of hot rolled and cold rolled products increased dramatically, domestic steel producers, including IPSCO, were adversely affected by unfairly priced or “dumped” imported steel. Even though various actions taken by the U.S. government during 2001, including the enactment of various steel import quotas and tariffs, resulted in an abatement of some steel imports during 2002 and 2003; these measures were only temporary. Many foreign steel manufacturers were granted exemptions from the application of these measures and President Bush, in December 2003, rescinded a substantial part of these measures, the so-called Section 201 tariffs, as a result of a November 10, 2003 World Trade Organization ruling declaring that the tariffs on hot-rolled and cold-rolled finished steel imports violated global trade rules, and as a result of economic and political pressures from foreign governments, including threats of retaliatory tariffs on U.S. exports. Moreover, there are products and countries that were not covered by these measures, and imports of these exempt products or of products from these countries may have an additional adverse effect upon our revenues and income. In any event, when any of these remaining measures expire, or if they are further relaxed or repealed, or if increasingly higher North American steel prices enable foreign steelmakers to export their steel products into North America even with the presence of duties or tariffs, the resurgence of substantial imports of foreign steel could again create downward pressure on North American steel prices.

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The level of imports of OCTG, which has varied significantly over time, affects the domestic market for these goods. High levels of imports reduce the volume sold by domestic producers and tend to suppress selling prices, both of which have an adverse impact on our business. The level of imports of oil and gas casing and tubing and line pipe is affected by numerous factors, including: overall world demand for oil and gas casing, tubing and line pipe; domestic and foreign inventory levels of casing, tubing and line pipe; the purchasing pattern of distributors and end users; domestic and foreign trade policy; and the relative value of the U.S. dollar. Many foreign pipe producers are owned, controlled or subsidized by their governments and their decisions with respect to production and sales may be influenced more by political and economic policy considerations than by prevailing market conditions. Actions motivated by these factors could increase competition and cause our sales to decrease. Such increased competition could have a material adverse effect on our business, operating results or financial condition. We cannot predict the United States’ or any other government’s future actions regarding import duties or other trade restrictions on imports of oil and gas casing, tubing products, line pipe or other steel products, or the impact of these actions on our sales of oil and gas casing and tubing products or line pipe.

A reduction or slowdown in China’s steel consumption could have a material adverse effect on global steel pricing and could result in increased steel exports into North America

A significant factor in the worldwide strengthening of steel pricing over the past several years has been the significant growth in Chinese steel consumption, which has vastly outpaced that country’s manufacturing capacity to produce its own steel needs. This has resulted in China being a net importer of steel products, as well as a net importer of raw materials and supplies required in the steel manufacturing process. A combination of a slowdown in China’s economic growth rate and its resultant consumption of steel, coupled with its own expansion of steelmaking capacity, could result in a substantial weakening of both domestic and global steel demand and steel pricing. Should Chinese demand weaken, many Asian and European steel producers whose steel output currently fills China’s steel import needs could find their way into the North American market, through increased steel imports, thus causing an erosion of margins and a reduction in pricing.

Excess global capacity in the steel industry and the availability of competitive substitute materials has resulted in intense competition and may continue to exert downward pressure on our pricing

The highly competitive nature of the industry, in part, exerts downward pressure on prices for some of our products. Competition within the steel industry, both domestically and worldwide, is intense and it is expected to remain so. We compete primarily on the basis of (1) price, (2) quality and (3) the ability to meet our customers’ product needs and delivery schedules. We compete with other mini-mills, which may have cost structures and management cultures more similar to ours than integrated mills. However, we also compete with integrated producers of hot rolled products, many of which are larger and have substantially greater capital resources. As a result of the consolidation in the U.S. and worldwide, steel industry integrated producers have cost structures that are now much more competitive. This has been brought about by the bankruptcies and the resulting emergence of a number of integrated steel producers with lower capital costs, new or renegotiated union work rules and labor costs, the elimination or reduction of health care and pension legacy costs, the introduction of more incentive based compensation, and a more decentralized management structure. Likewise, with their lesser dependence on scrap as a component of their raw material mix, these producers may also from time to time enjoy a raw material cost advantage over the scrap-based mini-mills. The reduction in costs enjoyed by many integrated steel producers further increases the competitive environment in the steel industry and may contribute to future price declines.

In addition, periodic global over-capacity in steel manufacturing or weak demand for steel products has historically had a negative impact on North American steel pricing. Both are likely to recur, and could have a negative impact on our sales, margins and profitability. Over the last decade, periods of weak demand, the construction of new mini-mills, expansion and improved production efficiencies of some integrated mills and substantial expansion of foreign steel capacity have all led to an excess of manufacturing capacity. Increasingly this overcapacity, when combined with periodic high levels of steel imports into North America, often at prices substantially below the exporters’ home market prices exerts downward pressure on domestic steel prices including the prices of our products, and has resulted, at times, in a dramatic reduction, or with many companies the elimination, of gross margins.

In the case of certain product applications, we and other steel manufacturers also compete with manufacturers of other materials, including plastic, aluminum, graphite composites, glass, and concrete.

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We may be unable to continue to pass on increases in the cost of scrap and other raw materials to our customers, which would reduce our earnings

If we are unable to continue to pass on higher scrap and other raw material costs to our customers we will be less profitable. We may not be able to adjust our product prices or to continue to impose surcharges, especially in the short-term, to recover the cost increases from scrap and other raw material prices, which have reached historically high levels. Our principal raw material is scrap metal, and prices for scrap are subject to market forces largely beyond our control, including demand by U.S. and international steel producers, freight costs and speculation.

A combination of a weak U.S. dollar, exceptionally strong Chinese and global demand for scrap, and lower production of domestic scrap due to a weak manufacturing economy and the continued loss of manufacturing to foreign competition have driven scrap offshore at exceptionally high prices, have reduced the available domestic scrap supply, and have caused the price of domestic scrap to soar to historical highs. These high scrap costs, even with the sharply increased pricing for our manufactured steel could erode or eliminate our gross margins. During January 2004, we implemented scrap surcharges keyed to published scrap indices. We have no assurance, however, that this will continue, or that customers will agree to pay ever higher prices for our steel products, sufficient for us to maintain our margins, without resistance or the selection of other suppliers or alternative materials. If this occurs, we may lose customers, we may be unable to pass these higher scrap costs on to our customers, and we may suffer an erosion of our earnings. Moreover, some of our integrated steel producer competitors are not as dependant as we are on scrap as a major part of their raw material melt mix, which, during periods of high scrap costs relative to the cost of blast furnace iron used by the integrated producers, even with the higher costs they must currently pay for iron ore, coke, coking coal and other raw materials used in their iron-making processes, may from time to time give them a raw material cost advantage over mini-mills. In addition, our operations require substantial amounts of other raw materials, including various types of alloys, refractories, oxygen, natural gas and electricity, the price and availability of which are also subject to market conditions. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs could materially adversely affect our business, results of operations, financial condition and cash flows.

We rely to a substantial extent on outside vendors to supply us with raw materials that are critical to the manufacture of our products. We acquire our primary raw material, steel scrap, from numerous sources throughout North America. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis or on price and other terms acceptable to us.

If our suppliers increase the price of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials. If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, delay new product introductions and suffer harm to our reputation.

Fluctuations in inventory levels of oilfield products and service center products could adversely affect our sales

Industry-wide inventory levels of tubular goods for the oil and gas industry can vary significantly from period to period depending on industry cycles. These changes can have a direct adverse effect on the demand for new production of tubular goods when customers draw from existing inventory rather than purchase new products. As a result, our oil and gas casing and tubing sales and results of operations may vary significantly from period to period. Excessive inventories could have a material adverse effect on price levels and the quantity of oil and gas casing and tubing and line pipe products sold by us. In addition, we cannot assure that any excess domestic capacity will be substantially absorbed during periods of increased domestic drilling activity since foreign producers of oil and gas casing and tubing and line pipe may increase their exports to the U.S. market.

In addition, the Company sells significant amounts of plate, coil, cut-to-length, standard pipe, and hollow structural products to service centers. Inventory levels of service centers can vary significantly depending on industry cycles and may have an impact on our sales and results of operations due to excessive inventories.

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Fluctuations in the value of the United States dollar relative to other currencies may adversely affect our business

Fluctuations in the value of the U.S. dollar relative to other currencies may adversely affect our business. A strong U.S. dollar makes imported steel less expensive, potentially resulting in more imports of steel products into the United States by our foreign competitors. As a result, our steel products that are made in the United States may become relatively more expensive as compared to imported steel, which in the past has had and in the future could have a negative impact on our sales, revenues, margins and profitability.

Unexpected equipment failures may lead to production curtailments or shutdowns

Interruptions in our production capabilities would inevitably increase our production costs, and reduce our sales and earnings for the affected period. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or weather conditions. Our manufacturing processes are dependent upon critical pieces of steelmaking equipment, such as our furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers, and this equipment may, on occasion, be out of service as a result of unanticipated failures. We have experienced and may in the future experience material plant shutdowns or periods of reduced production as a result of such equipment failures. Moreover, any interruption in production capability may require us to make significant capital expenditures to remedy the problem, which could have a negative effect on our profitability and cash flows. We may also sustain revenue losses in excess of any recoveries we make under any applicable business interruption insurance coverage we may have. In addition to such revenue losses, longer-term business disruption could result in a loss of customers, which could adversely affect our business, results of operations and financial condition.

Potential product liability claims relating to the products we manufacture and sell to the oil and gas industry could harm our business

Our oil and gas casing, tubing and line pipe products are sold primarily for use in oil and gas drilling and transmission activities, which are subject to inherent risks, including well failures, line pipe leaks and fires, that could result in death, personal injury, property damage, pollution or loss of production, and potential resultant liabilities of the Company. We warrant our oilfield products to be free of various defects. Actual or claimed defects in our products may give rise to claims against us for losses and expose us to claims for damages. We cannot assure that our insurance will be adequate or available to protect us in the event of a claim or that the coverage will not be canceled or otherwise terminated.

We may face risks associated with the implementation of our growth strategy

As part of our growth strategy, we may expand our existing facilities, build additional plants, acquire other businesses and steel assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business. These transactions will likely involve some or all of the following risks:

•the difficulty of competing for acquisitions and other growth opportunities with companies having materially greater financial resources

•the difficulty of integrating acquired operations and personnel into our existing business

•the potential disruption of our ongoing business and culture

•the diversion of resources

•the inability of management to maintain uniform standards, controls, procedures and policies

•the difficulties of managing the growth of a larger company

•the risk of entering markets in which we have limited experience

•the risk of becoming involved in labor, commercial or regulatory disputes or litigation related to new enterprise

•the risk of contractual or operational liability to our venture participants or to third parties as a result of our participation

•the inability to work efficiently with joint venture or strategic alliance partners

•the difficulties of terminating joint venture or strategic alliance arrangements.

These transactions might be required for us to remain competitive, but we may not be able to complete any such transactions on favorable terms or obtain financing, if necessary, for such transactions on favorable terms. Future transactions may not improve our competitive position and business prospects as anticipated, and if they do not, our sales and earnings may be significantly reduced.

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Environmental regulation imposes substantial costs and limitations on our operations

We are subject to the risk of substantial environmental liability and limitations on our operations brought about by the requirements of environmental laws and regulations. We are subject to various federal, state and local environmental, health and safety laws and regulations concerning such issues as air emissions, wastewater discharges, solid and hazardous materials and waste handling and disposal, and the investigation and remediation of contamination. These laws and regulations are increasingly stringent. While we believe that our facilities are and will continue to be in material compliance with all applicable environmental laws and regulations, the risks of substantial costs and liabilities related to compliance with such laws and regulations are an inherent part of our business. Although we are not currently involved in any material remediation activities, it is possible that future conditions may develop, or be discovered that create substantial environmental remediation liabilities and costs. For example, our steelmaking operations produce certain waste products, such as electric arc furnace dust, which are classified as hazardous waste and must be properly disposed of under applicable environmental laws. These laws can impose clean up liability on generators of hazardous waste and other substances that are shipped off-site for disposal, regardless of fault or the legality of the disposal activities. Other laws may require us to investigate and remediate contamination at our properties, including contamination that was caused in whole or in part by third parties. While we believe that we can comply with environmental legislation and regulatory requirements and that the costs of doing so have been included within our budgeted cost estimates, it is possible that such compliance will prove to be more limiting and costly than anticipated.

In addition to potential clean up liability, we may become subject to substantial monetary fines and penalties for violation of applicable laws, regulations or administrative conditions. We may also be subject from time to time to legal proceedings brought by private parties or governmental agencies with respect to environmental matters, including matters involving alleged property damage or personal injury.

Our business requires substantial capital investment and maintenance expenditures, which we may be unable to provide

Our business strategy may require additional substantial capital investment. We require capital for, among other purposes, managing acquired assets, acquiring new equipment, maintaining the condition of our existing equipment, completing future acquisitions and maintaining compliance with environmental laws and regulations. To the extent that cash generated internally and cash available under our credit facilities is not sufficient to fund capital requirements, we may require additional debt and/or equity financing. However, this type of financing may not be available or, if available, may not be on satisfactory terms. Future debt financing, if available, may result in increased interest and amortization expense, increased leverage and decreased income available to fund further acquisitions and expansion. In addition, future debt financing may limit our ability to withstand competitive pressures and render us more vulnerable to economic downturns. If we fail to generate or obtain sufficient additional capital in the future, we could be forced to reduce or delay capital expenditures and acquisitions, sell assets or restructure or refinance our indebtedness.

Our stock price may be volatile and could decline substantially

Our stock price may decline substantially as a result of the volatile nature of the stock market and other factors beyond our control. The stock market has, from time to time, experienced extreme price and volume fluctuations. Many factors may cause the market price for our common stock to decline, including:

•our operating results failing to meet the expectations of securities analysts or investors in any quarter

•downward revisions in securities analysts’ estimates

•consolidation by other competitors in the industry

•material announcements by us or our competitors

•market perceptions concerning the steel cycle and our future earnings prospects

•public sales of a substantial number of shares of our common stock

•governmental regulatory action

•adverse changes in general market conditions or economic trends

We may not continue to pay cash dividends in the future

We cannot assure that we will continue to pay cash dividends or if we do, that we will do so at the current rate. We may elect at any time to retain all future earnings for use in the operation of our business and to fund future growth. Any future cash dividends will depend upon our results of operations, financial condition, cash requirements, the availability of a surplus and other factors.

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ITEM 1B UNRESOLVED STAFF COMMENTS

None.

ITEM 2 PROPERTIES

Our manufacturing facilities are located in North America. We believe that our facilities are suitable for our business, adequately insured, properly maintained and equipped with machinery suitable for our operations. Our principal plants and other materially important physical properties, as of December 31, 2005, are summarized in the following table:

Location and Character of Properties	Principal Products	Annual Capacity (tons)
Steelworks:
Mobile, Alabama	Plate and coil	1,250,000
Heat Treat/Normalizing	Plate and coil	170,000
Blast and Paint Processing	Plate	222,000
Montpelier, Iowa	Plate and coil	1,250,000
Regina, Saskatchewan	Plate and coil	1,000,000
Coil Processing:
Houston, Texas(1)	Temper leveled cut-to-length sheet and plate	300,000
St. Paul, Minnesota(2)	Temper leveled cut-to-length sheet and plate	300,000
Toronto, Ontario(3)	Temper leveled cut-to-length sheet and plate	300,000
Regina, Saskatchewan	Cut-to-length sheet and plate	150,000
Surrey, British Columbia	Cut-to-length sheet and plate	150,000
Pipe Mills:
Geneva, Nebraska	Hollow structural sections	120,000
Red Deer, Alberta	Line pipe, casing, standard pipe, and HSS	155,000
Calgary, Alberta	Casing and tubing	300,000
Regina, Saskatchewan
ERW Pipe Mill (2”)	Line pipe, tubing, standard pipe, and HSS	60,000
ERW Pipe Mill (24”)	Line pipe, casing, and standard pipe	300,000
Spiral Mill	Large diameter	300,000
Blytheville, Arkansas	Line pipe, tubing, casing and standard pipe	300,000
Camanche, Iowa	Line pipe, casing, standard pipe, and HSS	250,000

		Acreage
Scrap Processing Facilities(4):
Calgary, Alberta (Leased)	Scrap Facility	12
Edmonton, Alberta (Leased)	Scrap Facility	45
Regina, Saskatchewan (Leased)	Scrap Facility	18
Winnipeg, Manitoba (Leased)	Scrap Facility	29
Saskatoon, Saskatchewan (Leased)	Scrap Facility	159
Minot, North Dakota (Owned)	Scrap Facility	8
Dickinson, North Dakota (Leased)	Scrap Facility	8
Brandon, Manitoba (Owned)	Scrap Facility	180
Thunder Bay, Ontario (Leased)	Scrap Facility	23

⁽¹⁾  The Houston Temper Mill is operated on real property leased by IPSCO Texas Inc. pursuant to a 180-month lease agreement commencing February 22, 1999, and expiring February 21, 2014. Pursuant to the lease, IPSCO has the option to extend the lease term for two additional terms of five years each, as well as a right of first refusal to purchase the property.

⁽²⁾  The St. Paul Temper Mill is operated on real property leased by IPSCO Minnesota Inc. pursuant to a 5-year lease agreement commencing March 1, 2004 and expiring March 31, 2009. Pursuant to the lease agreement, IPSCO has a right of first refusal to purchase the leased property.

⁽³⁾  The Toronto Temper Mill is operated on real property leased by IPSCO Saskatchewan Inc. pursuant to a 10-year lease agreement commencing June 1, 1997 and expiring May 31, 2007. IPSCO has exercised its right to renew the noted lease for a further period of 10 years, commencing June 1, 2007.

⁽⁴⁾  The Calgary, Winnipeg, Saskatoon, and Thunder Bay facilities are located on real property owned by Jamel Metals Inc. The Company has an option to purchase these real properties in March 2007. The Edmonton facility is located on two properties – one owned by Altasteel Ltd. and the other owned by Jamel Metals Inc. The Company has an option to purchase the lands owned by Jamel Metals Inc. Altasteel Ltd. has the right to require the Company, upon notice, to purchase the lands from Altasteel Ltd. The Dickinson facility is located on real properties, which are leased on a month-to-month basis.

ITEM 3. LEGAL PROCEEDINGS

Legal Proceedings:

On December 31, 2005, we reached a favorable settlement arising out of a lawsuit for cost overruns we brought against the construction manager and various contractors who were involved in the construction of the Mobile Steelworks. In July 2005 and November 2005, we were named as defendants in two multi-plaintiff lawsuits filed in the Circuit Court of Mobile County, Alabama and styled Aldridge, et al. v. IPSCO, et. al., CV-05-2474 and Caster et. al. v. IPSCO, et. al., CV-05-4072, respectively. The plaintiffs in both actions allege that, among other things, excessive noise and fumes emanate from the Mobile Steelworks and seek an unspecified amount of damages. The Company is defending both claims. We are also engaged in various lawsuits and matters arising out of the

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ordinary conduct of our business, including those related to environmental matters. While the ultimate results of such suits or other proceedings against us cannot be predicted with certainty, we believe the resolution of these matters will not have a material adverse effect on our consolidated financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The common shares of the Company are listed for trading in the United States on the New York Stock Exchange (“NYSE”) and in Canada on the Toronto Stock Exchange (“TSX”) under the symbol “IPS”. The quarterly NYSE trading price ranges of common shares of the Company, reported in U.S. dollars, for the years ended December 31, 2004 and December 31, 2005 are set forth in the table below:

Quarter Ended	Mar. 31	June 30	Sept. 30	Dec. 31
Fiscal 2004
Common stock price per share:
High	$ 19.65	$ 22.60	$ 28.10	$ 49.52
Low	$ 14.30	$ 17.00	$ 21.41	$ 23.86
Fiscal 2005
Common stock price per share:
High	$ 58.75	$ 54.00	$ 72.36	$ 83.60
Low	$ 40.50	$ 41.63	$ 43.06	$ 58.50

The quarterly TSX trading price ranges of common shares of the Company, reported in Canadian dollars, for the years ended December 31, 2004 and December 31, 2005 are set forth in the table below:

Quarter Ended	Mar. 31	June 30	Sept. 30	Dec. 31
Fiscal 2004
Common stock price per share:
High	$ 25.50	$ 30.24	$ 35.75	$ 58.00
Low	$ 18.82	$ 23.50	$ 28.06	$ 29.44
Fiscal 2005
Common stock price per share:
High	$ 71.68	$ 67.20	$ 84.15	$ 97.08
Low	$ 49.00	$ 50.60	$ 52.90	$ 69.16

Holders

As of March 6, 2006, the approximate number of holders of the common shares of the Company is 609. This number was determined from records maintained by our transfer agent and does not include beneficial owners of securities whose securities are held in the names of various dealers or clearing agencies.

Dividends

We have paid dividends on our common shares for the last 36 years. IPSCO has a common share dividend policy of maintaining a balance between the distribution of profits to shareholders and the need to retain earnings consistent with capital strength and growth in its business. In the context of this overall policy, IPSCO seeks to create a pattern of stable growth in dividends per common share.

For the first three quarters of 2004, the Company paid quarterly cash dividends of CDN $0.05 per common share. This was increased to CDN $0.10 per common share in December of 2004. In March of 2005, IPSCO paid quarterly dividends of CDN $0.12 per common share. Cash dividends paid in the second and third quarters of 2005 were increased to CDN $0.14 per common share and again increased in December of 2005 to CDN $0.16 per common share.

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Dividends paid to shareholders who are U.S. residents would generally be subject to Canadian withholding tax. Under current Canadian tax law, dividends payable by a Canadian corporation to a non-resident are generally subject to Canadian withholding tax at a 25% rate. Under the current tax treaty between Canada and the United States, U.S. residents are eligible for a reduction in this withholding tax to 15% (and to 5% for a shareholder who is the beneficial owner of at least 10% of our voting stock). As a result, under current tax law, our U.S. resident shareholders would generally be subject to Canadian withholding tax at a 15% rate on dividends paid by us, provided that they complied with applicable procedural requirements to claim the benefit of the reduced rate under the tax treaty.

Securities Authorized for Issuance Under Equity Compensation Plans

Details with respect to the Company’s equity compensation plans, all of which have been approved by the shareholders, are set out in the following table:

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights ($/share) (b)	Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation Plans approved by security holders	175,025	CDN $23.50	728,539
Equity Compensation Plans not approved by security holders	Nil	Nil	Nil
Total	175,025	CDN $23.50	728,539

Purchases of Equity Securities

In March 2005, IPSCO filed a normal course issuer bid with Canadian regulators to repurchase up to 4.2 million of our common shares between March 16, 2005 and March 15, 2006. In the first three quarters of 2005, the Company repurchased 2,751,900 shares. During the quarter ended December 31, 2005 we made the following purchase:

	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs
Period:
October 1-31	Nil	Nil	2,751,900	1,448,100
November 1-30	Nil	Nil	2,751,900	1,448,100
December 1-31	2,200	$78.38(1)	2,754,100	1,445,900

⁽¹⁾  These repurchases were made at CDN $91.00 per share. The average price noted above was converted to U.S. dollars using the Bank of Canada average exchange rate in effect for December 2005 of 1.1610.

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ITEM 6. SELECTED FINANCIAL DATA

The following table illustrates our operating results for the periods presented (in thousands of U.S. dollars except per share data):

	Years Ended December 31
	2005			2004			2003			2002			2001
Net Sales	$	3,032,727		$	2,531,390		$	1,358,811		$	1,132,952		$	946,992
Cost of Sales	2,051,491			1,807,339			1,243,151			1,026,314			886,080
Gross Income	981,236			724,051			115,660			106,638			60,912
Selling, general & administration	83,334			61,467			54,683			51,358			57,527
Operating Income	897,902			662,584			60,977			55,280			3,385
Interest Expense	35,631			54,405			51,747			42,604			38,835
Other interest (income) expense	(16,626		)	(3,481		)	(1,625		)	174			(928		)
Foreign exchange (gain) loss	(9,448		)	(2,749		)	(5,170		)	938			882
Gain on sale of assets held for sale	(1,863		)	(4,925		)	Nil			(6,464		)	Nil
Litigation Settlement	Nil			Nil			Nil			Nil			(39,000		)(2)
Debt Retirement Loss	16,423			Nil			Nil			Nil			Nil
Dividends on preferred shares	Nil			Nil			3,033			5,608			5,692
Other (income) expense	(9,760		)	477			(183		)	(1,150		)	10,012
Income (loss) before income taxes	883,545			618,857			16,208			19,178			(6,416		)
Income taxes (benefit)	297,729			178,165			11,536			(19,523		)	34,519
Net income (loss) before cumulative effect of accounting change	585,816			440,692			4,672			33,093			(46,627		)
Cumulative effect of accounting change, net of taxes	Nil			14,250		(1)	Nil			Nil			Nil
Net income (loss) available to common shareholders	585,816			454,942			1,639			33,093			(46,627		)
Earnings(loss) per common share:
Basic	12.07			9.42			0.03			0.71			(1.14		)
Diluted	11.96			8.69			0.03			0.66			(1.14		)
Total assets	2,639,019			2,291,465			1,880,718			1,716,354			1,658,894
Total long-term debt	313,053			513,651			625,664			573,590			486,809
Cash dividends declared – common (CDN)	0.56			0.25			0.20			0.20			0.43
Cash dividends declared – preferred (CDN)	0.00			0.34			1.38			1.38			1.38
Common Shares Outstanding	48,051,619			49,737,180			47,940,907			47,667,487			40,843,536
Tons Shipped
Steel Mill Products	2,340,176			2,432,935			2,196,642			2,114,955			1,560,969
Tubular Products	1,120,296			1,128,320			940,472			781,948			874,154
Total	3,460,472			3,561,245			3,137,114			2,896,903			2,435,123

Notes to Selected Financial Data

⁽¹⁾ The Company changed its method of accounting for the costs of major overhauls and repairs. Under the new method, the cost of major overhauls and repairs which are not capitalized are expensed as incurred. Previously the non-capital estimated cost of such overhauls and repairs were accrued on a straight-line basis between the major overhauls and repairs with actual costs charged to the accrual as incurred.

⁽²⁾ The Company settled the litigation with the turnkey contractors of the Montpelier Steelworks. As a result of the settlement, the Company recorded income of $39,000 representing claims for lost business and reimbursement of legal costs.

IPSCO has historically prepared and filed its financial statements in accordance with Canadian generally accepted accounting principles (GAAP) with reconciliation to U.S. GAAP. On December 31, 2005, the Company adopted U.S. GAAP as its primary reporting standard for presentation of its consolidated financial statements. Historical consolidated financial statements were restated in accordance with U.S. GAAP. Note 21 of the consolidated financial statements filed herewith, provides an explanation and reconciliation of differences between U.S. and Canadian GAAP.

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

IPSCO is a North American mini-mill steel manufacturer, steel pipe producer, and scrap processor, with facilities in several locations throughout Canada and the United States. Our major products are hot-rolled discrete plate and coil, heat-treated plate, cut-to-length plate, finished tubular products and processed scrap metal. We operate as a single business segment. Our tubular and cut-to-length products are produced primarily with our own coil, which allows us to capture increased margins on our steel products. In favorable market conditions, we purchase additional coil from third party vendors in order to optimize utilization at all our facilities. Our customers, located primarily in the United States and Canada, are in the service center,

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distribution, energy, agricultural equipment, transportation equipment, heavy machinery and construction industry sectors. Two-thirds of our sales are made to U.S. customers.

Over the past four years, our sales have increased from $947.0 million in 2001 to $3.03 billion in 2005. Average sales price per ton has increased from $389 per ton in 2001 to $876 per ton in 2005. Total tons sold has increased 42% from 2,435,100 tons in 2001 to 3,460,500 tons in 2005. This growth has been generated through expansion of our assets and product line sales into U.S. markets.

Results of Operations

Year ended December 31, 2005 compared with Year ended December 31, 2004

Revenue of $3.03 billion in 2005 was an increase of $501.3 million, or 20%, over 2004, resulting from significantly higher year-over-year prices in all product lines. IPSCO’s average unit selling price, inclusive of raw material surcharges, increased to $876 per ton in 2005 from $711 per ton in 2004.

IPSCO’s average unit selling price for steel mill products increased $122 per ton to $771 per ton, a 19% increase over the $649 per ton average price last year. IPSCO’s average unit selling price for tubular products increased 30% or $251 per ton to $1,101 per ton.

Cost of sales increased 13% to $2.05 billion compared to $1.81 billion in 2004. Factors that impacted cost of sales in 2005 were increases in the price of natural gas, electricity, alloy inputs and freight, as well as unabsorbed fixed costs and direct expenses relating to unplanned maintenance outages and safety evacuations in Mobile due to the hurricanes in the Gulf Coast region.

Gross margins were 32.4% of sales versus 28.6% in 2004, reflecting a higher energy tubular product mix, as well as higher average pricing for the year in most products, which offset previously referenced increases in input costs.

In 2005, a total of $1.1 billion was spent on major raw materials and consumables for IPSCO’s three steelworks, comparable with the spending in 2004. Included in this amount are expenditures for steel scrap, pig iron, alloys, carbon electrodes, oxygen, refractories, limestone, natural gas, and electricity.

The procurement of ferrous scrap, our largest input, is on a monthly cycle largely through the spot market. During 2005, IPSCO purchased 3.5 million tons of scrap, 8% less than the prior year as high 2004 year end inventory levels were consumed in 2005. For 2005, the average cost of scrap consumed declined 2%. Despite the production increase of 8%, these two factors helped keep costs of consumables comparable to the prior year. Scrap consumption costs dropped through the third quarter but increased in fourth quarter. IPSCO’s internally sourced scrap provided 6% of IPSCO’s overall needs. Sourcing for the remainder or our scrap needs was readily available.

Energy inputs constitute a significant portion of an electric furnace steel maker’s costs. In 2005, IPSCO’s electricity cost per kilowatt-hour increased 11% and cost per ton of steel produced increased by 13% compared to 2004. Natural gas costs per millions of British Thermal Units (BTU) increased 39%. Although these increases in energy were significant compared to 2004, energy as a percentage of 2005 cost of production was 10% compared to 9% in 2004.

Amortization of capital assets decreased 3% to $80.3 million in 2005 from $82.5 million in 2004.

Shipments:  The following table details tons shipped (in thousands) by major product line.

	2005	2004	2003
Discrete plate and coil	1,826	1,860	1,620
Cut plate	514	573	576
Steel mill products	2,340	2,433	2,196
Energy tubular	775	666	583
Non-energy tubular	217	266	245
Large diameter pipe	128	196	113
Tubular products	1,120	1,128	941
Total	3,460	3,561	3,137

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Higher energy tubular shipments related to high drilling rates partially offset declines in steel mill product and non-energy tubular shipments. Steel mill product shipments declined 4% due to the previously mentioned outages and a temporary midyear decline in service center order rates.

Shipments to U.S. customers were 2,498,200 tons, 72% of the total compared to 2,579,900 tons in 2004, while Canadian based customers accounted for 962,200 tons, or 28% in 2005 versus 981,400 in 2004.

IPSCO’s coil processing facilities in Houston, St. Paul, and Toronto, all make temper-leveled cut plate products. Shipments of cut plate from coil processing facilities were 514,000 tons, down 10% from 2004. Canadian-destined shipments decreased 21% compared to 2004 levels, while U.S. shipments declined 5%. Shipments of cut plate declined in Canada primarily by choice as IPSCO diverted production to energy tubular goods.

Energy tubular product sales increased 16% or 109,000 tons due to stronger oil and gas drilling activity. The average number of active drilling rigs increased on a year-over-year basis from 1,192 to 1,383 in the United States and increased from 369 to 458 in Canada for a combined increase of 18%. Shipments of non-energy tubular decreased from 266,000 to 217,000, or 18%, as IPSCO dedicated more production capacity to energy tubular products.

Production:

Capacity utilization is a key driver of performance for IPSCO. Output tonnage is in part a function of the number of production turns at each facility. Theoretically, all production equipment is available for 168 hours a week, less operating downtime for routine maintenance. Therefore, to maximize plant and equipment utilization and minimize absorbed cost per ton of output, optimum cost performance occurs when four crews run the facilities around-the-clock. Optimum utilization after routine maintenance is about 95%.

Capacity, utilization and production, by facilities, is illustrated in the following table:

		Utilization						Production (tons)(2)
Facility:	Capacity (tons)(1)	2005		2004		2003		2005	2004	2003
Regina	1,000	92	%	91	%	92	%	1,060	1,001	1,003
Montpelier	1,250	93	%	94	%	95	%	1,240	1,215	1,103
Mobile	1,250	90	%	92	%	89	%	1,281	1,304	1,111
Coil Processing	1,200	33	%	35	%	37	%	514	562	558
Small Diameter	1,135	83	%	89	%	69	%	963	897	739
Large Diameter	600	42	%	36	%	34	%	188	197	141

⁽¹⁾  In thousands of tons of finished product.

⁽²⁾  In thousands of tons; based upon liquid steel for steelworks and finished products for other facilities.

Total production tons increased in 2005 at both our Regina and Montpelier facilities, but decreased in Mobile due to outages resulting from maintenance and hurricane evacuations previously mentioned.

Finished Production:

A total of 1,764,700 tons of coil were produced by IPSCO’s steelworks, down 1% from 2004. IPSCO’s steelworks produced 1,498,800 tons of discrete plate, an increase of 5% over 2004. Regina and Montpelier posted production increases in finished product year-over-year.

IPSCO’s coil processing and tubular operations consumed 323,500 tons of hot rolled coil purchased from third parties, supplementing IPSCO’s own production. This was 8% more than the 296,800 tons consumed a year earlier. The principal reason for the increase was higher demand for energy tubular products.

The number of man-hours required to produce a ton of coil or discrete plate averaged  0.68 for the combined steelworks.

IPSCO pipe mills produced 5% more tons than a year earlier due to the impact of higher drilling activity on demand for OCTG. The man-hours required to convert finished steel to one ton of finished pipe averaged 2.25, up from 2.01 man-hours in 2004. Man hours per ton increased in 2005 as we added finishing capabilities at our Red Deer and Blytheville facilities which were previously outsourced. The large diameter mills in Regina experienced a 42% utilization rate in 2005 versus 36% the prior year.

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Selling, General and Administration Expense:

Selling, general and administrative expenses of $83.3 million were 35% higher than the $61.5 million expenses for 2004. Salaries and benefits increases of $7.2 million were primarily related to the valuation of stock based compensation as well as performance incentives. During the year, IPSCO incurred $2.2 million of additional administrative and consulting expenses related to Section 404 of the Sarbanes-Oxley Act of 2002. In addition, consulting expenses, research efforts related to the Frontier Pipe Research Centre, and increased charitable contributions increased administrative expenses by over $7 million.

Interest on Long-Term Debt:

Interest expense on long-term debt decreased to $35.6 million in 2005, down 35% or $18.8 million from 2004. The reduction relates to a significant reduction in long-term debt through scheduled repayments, redemptions, and open market purchases. During 2005, $231 million of long-term debt was retired, primarily through early retirement and open market purchases. The debt redemption efforts resulted in debt extinguishment expense of  $16.4 million.

Income Before Taxes, Income Tax Expense:

Income before income taxes increased $264.7 million to $883.5 million in 2005 as a result of the favorable commercial and operating performance previously described.

Income tax expense totaled $297.7 million in 2005, up over the $178.2 million reported in 2004. The effective tax rate was 33.7% compared to 28.8% in 2004. See Note 6 to the Consolidated Financial Statements for further discussion.

Year ended December 31, 2004 compared with Year ended December 31, 2003

Revenue of $2.5 billion in 2004 was an increase of $1.2 billion over 2003 and resulted from significantly higher year-over-year base prices in all product lines, higher volumes of steel mill and tubular product shipments, and raw material surcharges of $227 million. Higher sales of energy tubular products resulted from increased drilling activity in the United States and Canada and the completion of two major large diameter projects, Cheyenne Plains and the East Texas Expansion. The stronger Canadian dollar also increased reported sales by $57.5 million over 2003.

Cost of sales increased 45.4% to $1.8 billion compared to $1.2 billion in 2003. Higher scrap costs were basically offset by surcharges. However, increases in gas, electricity and alloy prices were absorbed in margins. Higher production rates at our U.S. steelworks and tubular facilities helped to limit the margin impact of other input cost increases through volume efficiencies.

Gross margins were 28.6% of sales versus 8.5% in 2003, reflecting a favorable product mix and the significant price increases in all products, which offset higher input costs.

IPSCO’s average unit selling price, including raw material surcharges, increased to $711 per ton in 2004 from $435 per ton in 2003. The average base price excluding surcharge in 2004 was $647 per ton, 49% higher than the average in 2003.

IPSCO’s average unit selling price for steel mill products increased $282 per ton to $649 per ton, a 77% increase over the $367 per ton average price last year. The average per ton steel product surcharge contributed $63 per ton to this increase. The average base price increase of $219 per ton is attributed to strong demand, favorable market conditions and a shift to more value-added products. IPSCO’s average unit selling price for tubular products increased 43% or $256 to $850 per ton.

In 2004, a total of $1.1 billion was spent on major raw materials and consumables for IPSCO’s three steelworks, up by 78% over the $604 million spent in 2003. Included in this amount are expenditures for steel scrap, pig iron, alloys, carbon electrodes, oxygen, refractories, limestone, natural gas, and electricity.

The procurement of ferrous scrap, our largest input, is on a monthly cycle largely through the spot market. During 2004, IPSCO purchased 3.8 million tons of scrap, 9% more than the prior year. For 2004 the average cost of scrap consumed increased 67%. Although the price was volatile during the year, each quarterly average showed increases over the prior quarter. IPSCO’s internally sourced scrap provided 10% of IPSCO’s overall needs. The remainder was readily available, although at increased prices, from other parties.

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Energy inputs constitute a significant portion of an electric furnace steel maker’s costs. In 2004, IPSCO’s cost per kilowatt-hour increased 7% compared to 2003. However, higher utilization rates and savings realized through improved practices offset this increase and average cost per ton related to electricity actually declined 3%. Natural gas costs per millions of btu’s increased by about 10%. These natural gas increases were partially offset by higher utilization rates as average cost per ton produced increased 2%.

Maintenance is another important cost factor for steel production facilities. Effective April 1, 2004, we changed our method of accounting for the costs of major overhauls and repairs. Under the new method, the cost of major overhauls and repairs, which are not capitalized, are expensed as incurred. Previously, the non-capital estimated cost of such repairs was accrued on a straight-line basis with actual costs charged to the accrual as incurred. Therefore, the new method more appropriately recognizes such costs in the period incurred. All periods addressed in this MD&A have been restated to reflect this change, which resulted in an increase to net income of $4.2 million and $1.4 million in 2003 and 2002, respectively. See Note 4 to the consolidated financial statements filed herewith for additional information.

Amortization of capital assets increased by 33% to $82.5 million in 2004 from $61.9 million in 2003. On January 1, 2004, we changed our estimate of the useful life of certain major machinery and equipment from 25 to 20 years. This change has been applied prospectively and the effect on 2004 expense was $15.1 million. The remainder of the year-over-year change is related to capital asset additions during the years.

Shipments:

For the eighth consecutive year, IPSCO’s shipments achieved record levels of 3,561,000 tons, or 13.5% more than a year earlier. Shipments to U.S. customers were 2,580,000 tons, 72% of the total. Shipments to Canadian customers accounted for 981,000 tons, or 28% of the total.

Shipments of 2,433,000 tons of discrete plate, cut plate and hot rolled coil (steel mill products) were 11% higher than a year earlier. Tons sold in the United States increased by 13%, while Canadian tons increased by 3%.

IPSCO’s coil processing facilities in Houston, St. Paul, and Toronto, all make temper-leveled plate products. Shipments from coil processing facilities were 573,000 tons, comparable to the previous year. Canadian-destined shipments increased 8% compared to 2003 levels while U.S. shipments declined 4%.

IPSCO produces tubular products, primarily from our own coil, at six locations. By adding value to the basic steel mill product, profitability is enhanced. About 32%, or 1,128,300 tons, of IPSCO’s total shipments in 2004 were tubular products, and 20% higher than 2003 tubular shipments. Shipments to U.S. customers increased 37% while shipments to Canadian customers increased 6%.

Energy tubular product sales increased 14% or 83,000 tons due to stronger oil and gas drilling activity. The average number of active drilling rigs increased on a year-over-year basis from 1,032 to 1,192 in the United States and decreased from 372 to 369 in Canada for a combined increase of 11%. Total shipments of large diameter pipe increased 73% to 196,000 tons from 113,000 tons due to the successful completion of the 36” diameter Cheyenne Plains and East Texas Expansion projects in 2004. Shipments of non-energy tubulars increased from 245,000 to 266,000 or 9% due to increased commercial demand and market penetration in the United States.

Production:

Production at the Regina Steelworks was 1,000,600 liquid tons in 2004, which was essentially flat compared to the prior year. The Montpelier Steelworks recorded production of 1,214,900 liquid tons of steel, compared to 1,103,200 tons in 2003, an increase of 10%. The Mobile Steelworks produced 1,304,200 tons of liquid steel in 2004 versus 1,111,000 tons in 2003, a fourth consecutive annual production increase.

A total of 1,774,700 tons of coil were produced by IPSCO’s steelworks, up 3% from 2003, reflecting primarily the increased demand generated by our tubular products. IPSCO’s steelworks produced 1,508,600 tons of discrete plate, an increase of 16% over 2003. All three steelworks posted production increases in finished product year-over-year.

Large diameter utilization increased to 36% as production for the East Texas Expansion continued through September 2004.

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IPSCO’s coil processing and tubular operations consumed 296,800 tons of hot rolled coil purchased from third parties, supplementing IPSCO’s own production. This was 50% more than the 198,300 tons consumed a year earlier. The principal reason for the increase was higher demand for energy tubular products.

The number of man-hours required to produce a ton of coil or discrete plate averaged 0.70 for the combined steelworks.

IPSCO pipe mills produced 19% more tons than a year earlier due to the impact of higher drilling activity on demand for OCTG. The man-hours required to convert finished steel to one ton of finished pipe averaged 2.01, down from 2.36 man-hours in 2003. Production of large diameter gas transmission pipe was 52,000 tons higher in 2004 reflecting the production and shipment of the Cheyenne Plains and East Texas large diameter projects.

Selling, General and Administration Expense:

Selling, general and administrative expenses of $61.5 million were 12% higher than the $54.7 million expenses for 2003. About $2.0 million of the increase resulted from the stronger Canadian dollar. Salaries and wages increased by $3.0 million relating to merit increases, stock based compensation and performance incentives.

Interest on Long-Term Debt:

Interest expense on long-term debt increased to $54.4 million in 2004, up 5% or $2.7 million over 2003.

Income Before Taxes, Net Income Attributable to Common Shareholders:

Income before income taxes increased $602.6 million to $618.9 million in 2004 as a result of the favorable commercial and operating performance described in the previous sections.

Income tax expense totaled $178.2 million in 2004, up over the $11.5 million reported in 2003. The effective tax rate was reduced from 71.2% to 28.8% as the strength of U.S. results allowed IPSCO to reverse its valuation allowance against tax benefits booked prior to 2003. See Note 6 to the consolidated financial statements filed herewith for further discussion.

Net income increased by $450.3 million from the $4.7 million recorded in 2003. The net income available to common shareholders was $454.9 million, or $8.69 per diluted share, compared to $1.6 million, or $0.03 per diluted share, in 2003.

Off-Balance Sheet Arrangements:

The Houston cut-to-length facility (temper mill) sale and leaseback was completed in 2001. The arranger was LaSalle National Leasing Corporation and net proceeds received were $15 million through two tranches of $10 million on July 1, 2001 and $5 million on September 1, 2001. IPSCO has the option, but not the obligation, to purchase the leased equipment after seven years at $4.2 million or 7.5 years at the greater of $3 million or fair market value.

Liquidity and Capital Resources

Cash Requirements:

IPSCO has ongoing commitments under various contractual and commercial obligations at December 31, 2005, as shown below. The information presented does not include planned capital expenditures.

Contractual Obligations Payments Due by Period

($ millions)

Contractual Obligations	Total	Less than 1 year	1 to 3 years	4 to 5 years	Over 5 years
Long-term debt	$ 317	$    4	$    28	$   56	$ 229
Interest	166	26	48	41	51
Leases	25	8	12	3	2
Other long-term obligations	309	116	90	45	58
Total contractual cash obligations	$ 817	$ 154	$ 178	$ 145	$ 340

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Long-term Debt:

(including current portion)

	Amount (millions)	Interest Rate		Due
Loan	$ 14.7	6.00	%	June 1, 2007
Financing	28.0	8.11	%	November 1, 2009
Financing	10.0	6.88	%	May 1, 2010
Notes	143.9	8.75	%	June 1, 2013
Capital Lease	120.6	7.28	%	October 13, 2015
Total	$ 317.2

Long-term debt is all unsecured and consists of various notes, debentures and financing issued since 1997.

The 6.00% Solid Waste Disposal Revenue Bonds, Series 1997, (due 2007), as well as the 8.11% Taxable Industrial Development Revenue Bonds, Series 1999, (due 2009) are both subject to financial test covenants and to certain customary covenants (including limitations on liens and sale and leasebacks). The 6.88% Financing and the 8.75% Notes, and Capital Lease are not subject to any financial test covenants. The 8.75% Notes, however, contain restrictions and limitations on liens, and sales and leasebacks. Non-compliance with any of the above covenants could result in accelerated payment of the related debt. IPSCO was in compliance with all covenants on December 31, 2005.

The Montpelier Steelworks’ sale and leaseback of the melt shop, caster and related equipment was completed in 2000. For U.S. GAAP purposes, this transaction was recorded as a financing lease, with no recognition of the disposal of the assets. For Canadian generally accepted accounting principles (GAAP) purposes, this transaction was treated as a sale and the subsequent lease payments as operating expenses. IPSCO has an option, but is not obligated, to purchase the equipment after seven and ten years for predetermined amounts and at the end of the lease term for the fair market value of the equipment, subject to a residual guarantee of $37.5 million.

Leases:	Value at Inception of Lease (in millions)
Sale and Leaseback - Houston		$ 15.0
Other Leases		$ 30.2
Total Non-Capital Leases		$ 45.2

Other Long-term Commitments:

IPSCO has entered into long-term electricity and natural gas supply agreements for the Regina, Montpelier and Mobile Steelworks, as well as service contracts to provide maintenance and logistics support to those steelworks.

Sources and Uses of Cash:

Cash provided by operating activities in 2005 was $641.9 million compared to $486.3 million in 2004. Cash provided from operations before changes in working capital was $738.3 million in 2005, an increase of $111.0 million over 2004, reflecting higher gross income. The change in working capital was a use of $96.4 million, a decrease of $44.6 million from 2004. The use of cash for working capital was attributable to higher receivables related to increased sales, higher unit costs as well as units of inventories compared to the prior year, and reduction of income taxes payable. Cash used in financing activities was $365.0 million in 2005 compared to a use of cash of $226.3 million in 2004. During 2005, IPSCO redeemed all $71 million of its 7.32% Series B Senior Notes; purchased for cancellation on the open market, $56 million of the 8.75% Unsecured notes due June 1, 2013 and retired all CDN $100 million of the 7.80% Canadian Debentures due December 1, 2006.

In March 2005, the Company announced the Share Repurchase Program, or “normal course issuer bid”, to repurchase up to 4.2 million of the IPSCO’s common shares. Under the program, shares are repurchased in the open market at the market price at the time of purchase and are immediately cancelled upon settlement. During 2005, the Company repurchased 2,754,100 shares for a total of U.S. $132.9 million.

In 2004, IPSCO retired its preferred shares for $109 million and Junior Subordinated Notes were redeemed for $100 million. Interest paid on the Junior Subordinated Notes in 2004 amounted to $12 million.

IPSCO’s Canadian defined benefit plans are made up of both qualified and unqualified plans for our employees, including executives. The funded status of the qualified plans increased to 85% at year-end 2005 from 83% at year-end 2004. The Company contributed a total of $22.4 million to the plans during the year and $21.6 million in 2004. This included additional funding to the qualified pension plans of $7.8 million in 2005 and $12.1 million in 2004 over that required by

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government regulations. This funding offset the effects of a lower assumed discount rate on the projected benefit obligation. The unqualified supplementary pension plan for our executives is not funded until due.

Dividends to holders of common shares were $22.8 million in 2005 compared to $9.5 million the prior year, resulting from an increase in the annual dividend of CDN $0.21 per share, the change in common shares outstanding due to shares issued pursuant to our share option plan and repurchases made pursuant to the normal course issuer bid, as well as the strength of the Canadian dollar year-over-year. Cash received for shares that were issued as a result of the exercise of 1,030,040 options was $21.1 million in 2005 versus $30.4 million in 2004 for 1,711,686 options. As of December 31, 2005, there were 48,051,619 common shares issued and outstanding.

Capital Investments:

Total capital expenditures for 2005 net of the litigation settlement were $66.8 million, an increase of $37.7 million over spending in 2004. Included in this year’s expenditures were $33 million for the Mobile heat-treat facility. Carry forward expenditures in 2006 from projects previously commenced will be approximately $83 million. Included in 2004 was $4.6 million for the exercise of an early buyout option on an operating lease.

Liquidity:

The principal indicators of IPSCO’s liquidity are its cash position and amounts available under its bank line of credit (revolving term facility).

On November 19, 2004, IPSCO replaced its committed revolving term facility of $200 million (expiring March 4, 2005) with a committed revolving term facility of $150 million (expiring November 19, 2007). As of December 31, 2005, letters of credit of $13.9 million were outstanding against the revolving term facility resulting in $136.1 million available for use. The revolving term facility provides for unsecured advances. The amount available is the total committed amount less direct borrowings and outstanding letters of credit. The facility has financial covenants with which IPSCO must comply. Principal financial covenants under the revolving term facility require that:

•consolidated debt less unrestricted cash to consolidated total capitalization shall not exceed 35% prior to June 30, 2005, 32.5% prior to December 31, 2005 and 30% thereafter

•tangible net worth shall exceed $750 million plus 50% of net income after June 30, 2004

•current assets to current liabilities shall be greater than 1.0:1.0

•free cash flow to fixed charges shall exceed 1.25 for the period up to and including September 30, 2005, and 1.50 thereafter

The revolving term facility is also subject to other customary covenants and events of default. Non-compliance with any of the above covenants could result in accelerated payment of the related debt and termination of the revolving term facility. IPSCO was in compliance with all covenants at December 31, 2005.

During 2005, IPSCO’s cash position increased by $228.3 million to $583.1 million while the working capital ratio increased from 3.3:1.0 to 4.3:1.0.

At December 31, 2005, the committed cost to complete in-process capital projects was $26.7 million. At the end of 2004, this amount was $28 million.

IPSCO expects that it will be able to finance future expenditures from its cash position, cash from operations, and the revolving term facility. We may also consider operating lease financing as well as additional debt or equity financing as may be appropriate.

From time to time, IPSCO makes use of foreign currency contracts to manage IPSCO’s foreign exchange risks. At December 31, 2005 there were no foreign exchange contracts outstanding. IPSCO has entered into swap agreements to hedge the cost of purchasing natural gas through October 31, 2009. As at December 31, 2005, the unrealized gain under these contracts was $11.8 million compared to an unrealized gain of $1.5 million at the end of 2004.

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Debt Ratings:

IPSCO maintains debt ratings with three of North America’s principal rating agencies to comply with various debt covenants.

Moody’s Investor Service’s rating was upgraded to a Baa3 with a stable outlook from Ba1 with a positive outlook, on February 14, 2006. Obligations rated “Baa” are rated as being subject to moderate credit risk and are considered medium grade, and as such may possess certain speculative characteristics. The modifier “3” indicates that the obligation ranks in the lower end of its generic rating category. “Stable” defines Moody’s rating direction over the medium term. The “Corporate family rating” (also Baa3 stable) was withdrawn on February 15, 2006, as the Company is now an investment grade issuer.

Standard & Poor’s Rating’s Services rating was upgraded to a BB+ (stable) on July 15, 2005. An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. The modifier “+” indicates that the obligation ranks in the higher end of its generic rating category. Stable means that the rating is not likely to change.

Dominion Bond Rating Service (DBRS) maintained its BBB (low) with a stable outlook rating during throughout 2005. Long-term debt rated BBB is of adequate credit quality. Protection of interest and principal is considered acceptable, but the entity is fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which reduce the strength of the entity and its rated securities. “Low” means the overall strength and outlook for key liquidity, debt, and profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable.

Capital Structure

IPSCO strives to maintain a strong balance sheet and a flexible capital structure. IPSCO has the ability to, and may elect to, use a portion of cash and cash equivalents to retire debt or to incur additional expenditures without increasing debt.

IPSCO considers its capital structure as of December 31, 2005 to be:

Current portion of long-term debt	$	4.1 million
Long-term debt	$	313.1 million
Debt	$	317.2 million
Shareholders’ equity	$	1,740.6 million
Total Capitalization	$	2,057.8 million
Debt to total capitalization	15.4 %
Cash and cash equivalents	$	583.1 million

Debt to total capitalization was 15.4% at December 31, 2005, down from 29.3% at December 31, 2004.

In October 2004, as part of regular reviews of the dividend level on common shares, IPSCO’s Board of Directors approved a doubling of the quarterly cash dividend to CDN $0.10 per share. During 2005, a further 60% increase was approved to CDN $0.16 per share. Increases approved were CDN $0.02 per share in February, CDN $0.02 per share in April, and CDN $0.02 per share in October.

Quarterly Results

Results by quarter for 2005 and 2004 were as follows:

Sales (millions)					Net Income (millions)
	2005		2004			2005		2004
1st Quarter	$	766.7	$	503.9	1st Quarter	$	154.8	$	31.0
2nd Quarter	687.7		566.4		2nd Quarter	126.8		80.6
3rd Quarter	726.1		660.0		3rd Quarter	134.0		144.2
4th Quarter	852.2		801.1		4th Quarter	170.2		199.1
Year	$	3,032.7	$	2,531.4	Year	$	585.8	$	454.9

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Basic Earnings per Common Share(1)					Diluted Earnings per Common Share(2)
	2005		2004			2005		2004
1st Quarter	$	3.11	$	0.65	1st Quarter	$	3.06	$	0.56
2nd Quarter	2.60		1.68		2nd Quarter	2.57		1.47
3rd Quarter	2.81		2.98		3rd Quarter	2.78		2.76
4th Quarter	3.56		4.06		4th Quarter	3.52		3.91
Year	$	12.07	$	9.42	Year	$	11.96	$	8.69

⁽¹⁾  Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding.

⁽²⁾ Diluted earnings per share is calculated by dividing net income by the weighted average shares outstanding plus share equivalents that would arise from (a) the exercise of share options, deferred share units, restricted shares and performance units, and (b) the conversion of preferred shares and subordinated notes.

Tons Shipped (thousands)

	2005	2004
1st Quarter	855.8	937.1
2nd Quarter	803.5	884.2
3rd Quarter	847.8	844.1
4th Quarter	953.4	895.6
Total	3,460.5	3,561.0

Selected Annual Information

(in thousands of U.S. dollars except share and per share data)

	2005	2004
Sales:	3,032,727	2,531,390
Net income available to common shareholders	585,816	454,942
Earnings per common share:
basic	12.07	9.42
diluted	11.96	8.69
Total assets	2,639,019	2,291,465
Total long-term financial liabilities:	313,053	513,651
Cash dividends declared
Common shares (CDN)	0.56	0.25
Preferred shares (CDN)	0.00	0.34
Common shares outstanding as of December 31	48,051,619	49,737,180

Significant Differences Between U.S. and Canadian GAAP

IPSCO uses U.S. dollars as the basis for its financial statement reporting, and follows U.S. GAAP in presenting financial results. The U.S./Canadian GAAP differences generally relate to timing issues for expense recognition. The differences in the reported results arising from using U.S. as opposed to Canadian GAAP are summarized in Note 21 to the 2005 Consolidated Financial Statements.

Critical Accounting Policies

In 2005, we changed the preparation of our financial statements to conform to U.S. GAAP from Canadian GAAP. Our significant accounting polices are discussed in the notes to the consolidated financial statements. The application of these policies requires important judgments or estimations that can affect financial position, results of operations and cash flows. We believe the accounting principles chosen are appropriate under the circumstances, and that the estimates, judgments and assumptions involved in our financial reporting are reasonable.

Accounting estimates made by management are based on an analysis of historical experience and information on current events that are available to management at the time the estimate is made. If circumstances on which estimates were based change, the impact is included in the results of operations for the period in which the change occurs. Critical accounting policies that are subject to significant estimates and assumptions are summarized below.

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Valuation of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. Factors that could affect our estimate of undiscounted cash flows include, among other things, technological changes, economic conditions or changes in operating performance, resulting in the need to write-down those assets to fair value.

Allowance for Doubtful Accounts

IPSCO has established an allowance for doubtful accounts for losses resulting from the potential risk that some customers may be unable to make payments. We continually monitor payment patterns of customers, investigate past-due accounts to assess likelihood of collection and monitor industry and economic trends to estimate required allowances.

Inventory Valuation

Inventories are valued at the lower of average cost and net realizable value. Every month we perform an analysis to determine whether any reduction in the average cost of inventory is necessary to record inventory at the lowest value. In addition, an analysis is regularly performed to determine whether saleable products on hand need to be written down to reflect their estimated net realizable value given the intended sales channel for the product. Write-downs to secondary grade are recognized based on this analysis. If the products do not achieve this lower net realizable value, further losses in their disposition would be recognized.

Income Taxes

The Company accounts for income taxes in accordance with FASB Statement No. 109, (Accounting for Income Taxes). Under this method, the Company estimates its actual current tax exposure in accordance with currently enacted tax laws and regulations. In addition, it assesses temporary differences that exist due to differing treatments of items for tax and financial statement purposes. Such differences result in the recognition of deferred tax assets and liabilities, which are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered, or settled. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income. If it is determined that it is more likely than not that some portion of the deferred tax assets will not be realized, the Company must establish a valuation allowance.

The Company has tax filings that are subject to audit by the tax authorities that may result in additional tax assessments. The resolution of these audits inevitably includes some degree of uncertainty. Any resulting change to its tax liability is therefore difficult to estimate. Numerous factors contribute to this uncertainty, including the amount and nature of additional taxes potentially asserted by tax authorities, the willingness of tax authorities to negotiate a fair settlement through an administrative process and impartiality of the courts. However limited, there exists the potential that the tax resulting from the resolution of current and potential future tax controversies may differ materially from the amount accrued. The Company has provided for taxes and interest that may ultimately be payable.

Obligations Relating to Employee Benefit Plans

IPSCO provides retirement benefits for substantially all of our employees under several defined benefit and defined contribution pension plans. The defined benefit plans provide benefits that are based on a combination of years of service and an amount that is either fixed or based on final earnings. The defined contribution plans restrict the Company’s matching contributions to 5% of each participating employee’s annual earnings. Our policy regarding the defined benefit plans is to fund the amount that is required by governing legislation. Periodically, the Company may fund additional amounts depending on cash availability and other potential uses for the cash. Independent actuaries perform the required calculations to determine pension expense in accordance with GAAP. Several statistical and other factors that attempt to anticipate future events are used in calculating the expense and liabilities related to the plans. The actuarial assumptions used may differ from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may affect the net pension expense and liability recorded. The Company benefit plans do not provide for post-retirement health care benefits.

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Outlook

IPSCO’s key product sectors of plate and energy tubular products continue to exhibit stable demand and sustained pricing levels. The Company believes that end user demand for steel mill products will remain relatively stable in 2006. We expect high oil and gas prices to continue to drive high rig counts and demand for OCTG products. Current 2006 forecasts are suggesting that drilling activity will increase 6-8% over 2005, which was a very strong year. The large diameter pipe business will be at a higher level than that experienced in 2005. Higher costs of steel making inputs will result in some margin compression in both plate and tubular product lines as these inventories flow through cost of goods sold.

We expect to invest approximately $150 million of capital in our tubular and steelmaking facilities in 2006 to both maintain our production capabilities and increase our value added product mix. Our Mobile Plate Heat Treating facility commenced normalizing operations in December 2005. We are very pleased with the quality of product that the normalized facility is producing and are presently ahead of our start up plan for normalizing operations. Start up of the Quench and Temper line is expected to be delayed into the second quarter of 2006.

Concern as we enter 2006 rests primarily on the supply side with imports of hot rolled coil, plate, energy tubular and industrial pipe. The difference between the North American market price for steel and pipe and market prices in other parts of the world, particularly the Far East, make the United States and Canada attractive markets for offshore suppliers. Imports have gained a serious foothold in the Canadian plate market and in the U.S. energy tubular market in particular. This will be a focus for our business teams in 2006.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including commodity price risk, foreign currency risk and interest rate risk. To manage the volatility related to these risks, we have entered into various derivative contracts, the majority of which are settled in cash. Such settlements have not had a significant effect on our liquidity in the past, nor are they expected to be significant in the future. We do not use derivatives for speculative or trading purposes.

Commodity Price Risk

IPSCO manages a portion of our exposure to price risk related to natural gas purchases by using derivative financial instruments. The changes in the market value of these derivative instruments have a high correlation to changes in the spot price of natural gas. Gains and losses from the use of these instruments are deferred in accumulated other comprehensive income on the consolidated balance sheets and recognized into production costs in the same period as the underlying transaction. At December 31, 2005, accumulated other comprehensive income/loss includes $7.5 million in unrealized net-of-tax gainsfor the fair value of these instruments. A sensitivity analysis indicates that the reduction in the fair value of these instruments at December 31, 2005, due to  hypothetical declines of 10% and 25% in market prices of natural gas at that time would be $4.6 million and $11.3 million, respectively (December 31, 2004 - $2.8 million and $7.0 million, respectively). Any resulting changes in fair value would be recorded as adjustments to other comprehensive income, net of tax. Because these instruments are accounted for as hedges, these hypothetical losses would be offset by the benefit of lower prices paid for the natural gas used in the normal production cycle.

Interest Rate Risk

IPSCO’s outstanding debt is fixed rate debt and IPSCO’s investment practice is to invest in highly liquid money market funds or securities with short remaining maturities. As a result, changes in interest rates are not expected to have a significant impact on the value of these investments. As such, future changes in interest rates will not impact interest expense nor have any impact on the value of cash equivalent investments. IPSCO does not engage in interest swaps to manage interest rate exposure.

Foreign Currency Risk

IPSCO is subject to the impact of changes in exchange rates on revenues and operating costs, firm commitments for capital expenditures and existing assets or liabilities (including certain inter-company balances), particularly changes in the value of the U.S. dollar versus the Canadian dollar. At December 31, 2005, there were no foreign exchange contracts outstanding.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 with respect to financial statements and supplementary data is included in Exhibit 99.1 and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Effectiveness of Controls and Procedures

Management, under the supervision of the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2005. Based on such evaluation, IPSCO’s President and Chief Executive Officer and Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of December 31, 2005 and that there have been no significant changes in such controls and procedures, or in other factors, that could significantly affect these controls subsequent to their evaluation date.

Management’s Annual Report on Internal Control Over Financial Reporting

Under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as December 31, 2005. In making this assessment, the Company used the criteria established by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework.”  These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting.

Based on the Company’s processes and the assessment described above, management has concluded that as of December 31, 2005, the Company’s internal control over financial reporting was effective.

The attestation report prepared by Ernst & Young LLP, an independent registered public accounting firm, with respect to management’s assessment of the Company’s internal control over financial reporting as of December 31, 2005 is included herein.

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Report of Independent Registered Public Accounting Firm

To the Shareholders of IPSCO Inc.

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, that IPSCO Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). IPSCO Inc.’s management is responsible for maintaining effective internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that IPSCO Inc. maintained effective internal control over financial reporting as of December 31, 2005 is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, IPSCO Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2005 consolidated financial statements of IPSCO Inc. and our report dated February 24, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

February 24, 2006

Chicago, Illinois

ITEM 9B.	OTHER INFORMATION
	None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The information required by this Item 10 with respect to directors is included in our definitive proxy statement and incorporated herein by reference. IPSCO’s definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of our most recent fiscal year.

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Executive Officers

Set forth below is information concerning IPSCO’s executive officers, excluding the President and Chief Executive Officer, David Sutherland:

Vicki L. Avril, 51, was appointed Senior Vice President and Chief Financial Officer in May 2004. Prior to joining IPSCO, Ms. Avril was the Senior Vice President and Chief Financial Officer of Wallace Computer Services Inc. (January 2001 to May 2003) and Vice President and Chief Financial Officer for Inland Steel Co. (now known as Ispat Inland Inc.) (1998-1999).

David L. Britten, 45, was appointed Vice President of Corporate Development in November 2004 and prior to that had been Vice President and General Manager, Tubulars Products since 1999.

Gregory R. Burnett, 43, was appointed Corporate Treasurer in December 2005. Prior to joining IPSCO Mr. Burnett was Director of Treasury (June 2005 to December 2005), Treasury Manager (March 2003 to May 2005), and Manager – Treasury Operations (July 2000 to February 2003) for United States Cellular Corporation.

Leslie T. Lederer, 57, was appointed Vice President, General Counsel and Corporate Secretary in March 2005. Prior to joining IPSCO, Mr. Lederer was Counsel to Winston & Strawn LLP (October 2004 to February 2005), Vice President – Strategic Investments of Smurfit-Stone Container Corporation (1998 to December 2003); and Vice President, Secretary and General Counsel of Stone Container Corporation (1987 to 1998).

Peter E. MacPhail, 57, was appointed Vice President of Primary Operations in February 2003 and prior to that he held other executive positions in the Company, including Vice President and General Manager, Canadian Steel Operations (April 2000 to January 2003) and Vice President (1996 to 2000).

E. Greg Maindonald, 53, was appointed Vice President of Operations Services in March 2003. Prior to such appointment Mr. Maindonald was President of General Scrap Partnership (February 2000 to March 2003). Prior to that he served IPSCO in various other executive capacities.

Philip M. Marusarz, 52, was appointed Corporate Controller in March 2004 and prior to that served also as Treasurer for the Company since joining IPSCO in March of 2001. Prior to joining IPSCO, Mr. Marusarz was Vice President, Finance of Invensys Inc. (October 2000 to February 2001).

Raymond J. Rarey, 57, was appointed Vice President and Chief Human Resources Officer in 2000. Prior to joining IPSCO, Mr. Rarey served as the Vice President, Human Resources for Berg Electronics Group (1996 to 1999).

Joseph D. Russo, 58, was appointed Senior Vice President and Chief Technical Officer in 2001. Mr. Russo has had other executive positions with IPSCO since becoming an officer of the Company in 1988.

John R. Tulloch, 58, was appointed Executive Vice President – Steel and Chief Commercial Officer in 2004, Mr. Tulloch has also served as Senior Vice President and Chief Commercial Officer (2000 to 2004), and has had other executive positions with the Company since becoming an officer in 1986.

Audit Committee/Audit Committee Financial Expert

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Ms. Hinshaw and Messrs. Wallace, Grandin, Olson, Sim and Zaozirny. The Audit Committee is chaired by Mr. Wallace.

Our Board of Directors has determined that Mr. Wallace is an audit committee financial expert as defined by Item 401(h) of Regulation S-K of the Exchange Act and is independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act and NYSE listing standards.

Section 16(a) Beneficial Ownership Reporting Compliance

Not Applicable.

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Code of Ethics

IPSCO has a Code of Business Conduct, as well as a Conflicts of Interest Policy applicable to all directors, officers and employees of the Company that, together, constitute a “code of ethics” as set forth in the SEC’s rules. Both the Code of Business Conduct and the Conflicts of Interest Policy may be viewed on IPSCO’s website (www.ipsco.com). During the period covered by this report there have been no amendments to, nor waivers of, either the Code of Business Conduct or the Conflicts of Interest Policy applicable to IPSCO’s principal executive officer, principal financial officer or principal accounting officer. In the event IPSCO makes any amendment to, or grants any waiver of, a provision of the Code of Business Conduct or the Conflicts of Interest Policy, that applies to the noted officers and that requires disclosure under applicable SEC rules, IPSCO intends to disclose such amendment or waiver, the nature of and reasons for it, along with the name of the person to whom it was granted and the date on its internet website.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is included in our definitive proxy statement and incorporated herein by reference. IPSCO’s definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of our most recent fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF RELATED STOCKHOLDER MATTERS

The information required by Item 12 is included in our definitive proxy statement and incorporated herein by reference. IPSCO’s definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of our most recent fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 is included in our definitive proxy statement and incorporated herein by reference. IPSCO’s definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of our most recent fiscal year.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is included in our definitive proxy statement and incorporated herein by reference. IPSCO’s definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of our most recent fiscal year.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

Page No.	Description
	(a) Financial Statements (attached as Exhibit 99.1)
3	Report of Independent Registered Public Accounting Firm
5	Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003
6	Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2005, 2004 and 2003

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4	Consolidated Balance Sheets for the years ended December 31, 2005 and 2004
7	Consolidated Statement of Cash Flows for the Years ended December 31, 2005, 2004 and 2003
8	Notes to Consolidated Financial Statements
	(b) Financial Statements Schedules
37	II. Valuation and Qualifying Accounts
	All other schedules are omitted because they are not required, are not applicable, or the required information is shown in
the Consolidated Financial Statements or the notes thereto.

EXHIBITS

Exhibit No.		Description
(3)	Articles of Incorporation and Bylaws:
	3.1	Articles of Continuance of IPSCO Inc., incorporated by reference to Exhibit 3.1 to Form F-4/A filed November 12, 2003 (Registration No. 333-108820).
	3.2	Article of Incorporation of IPSCO Inc., incorporated by reference to Exhibit 3.2 to Form F-4/A filed November 12, 2003 (Registration No. 333-108820).
	3.3	Bylaws of IPSCO Inc. incorporated by reference to Exhibit 3.13 to Form F-4/A filed November 12, 2003 (Registration No. 333-108820).
(4)	Instruments defining rights of security holders:
	4.1	Shareholder Rights Agreement, amended and restated as at April 29, 2004, between IPSCO Inc. and Computershare Trust Company of Canada, as Rights Agent.
	4.2	Indenture dated as of June 18, 2003 between IPSCO Inc., as Issuer and Wells Fargo Bank Minnesota, N.A. as Trustee with respect to $200,000,000 8 ¾% Notes due 2013.
	4.2a	First Supplemental Indenture to $200,000,000 8 ¾% Notes due 2013, dated February 13, 2006.
(10)	Material Contracts:
	10.1	Incentive Share Plan, amended and restated as of March 3, 2005.
	10.2	Deferred Share Unit Plan for Directors.
	10.3	IPSCO Inc. Executive Deferred Compensation Incentive Plan, effective as of June 1, 2005.
	10.4	Form of Agreement to Defer Compensation.
	10.5	IPSCO Enterprises Inc. U.S. Supplemental Executive Retirement Plan, amended and restated as of January 1, 2005.
	10.6	Change of Control Agreement with David Sutherland, dated November 18, 2005.
	10.7	Change of Control Agreement with Vicki Avril, dated November 18, 2005. (Substantially identical agreements have been entered into as of the same date with John Tulloch and Joseph Russo.)
	10.7a	Schedule of Change of Control Agreements for Executives.
	10.8	IPSCO Inc. Canadian Supplemental Retirement Plan, amended and restated as of January 1, 2006.
	10.9	Performance Unit Award Agreement with Burton M. Joyce, dated April 28, 2005. (Substantially identical agreements have been entered into as of the same date with Michael Grandin, Juanita Hinshaw, Jack Michaels, Bernard Michel, Allan Olson, Arthur Price, Richard Sim, Roger Tetrault, Gordon Thiessen, D. Muarry Wallace and John B. Zaozirny.)

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10.9a	Schedule of 2005 Performance Unit Award Agreements with Directors.
10.10	Performance Unit Award Agreement with Burton M. Joyce, dated April 29, 2004. (Substantially identical agreements have been entered into as of the same date with Michael Grandin, Juanita Hinshaw, Jack Michaels, Bernard Michel, Allan Olson, Arthur Price, Richard Sim, Roger Tetrault, Gordon Thiessen, D. Muarry Wallace and John B. Zaozirny.)
10.10a	Schedule of 2004 Performance Unit Award Agreements with Directors.
10.11	Performance Unit Award Agreement with Burton M. Joyce, dated July 24, 2003. (Substantially identical agreements have been entered into as of the same date with Juanita Hinshaw, Jack Michaels, Bernard Michel, Allan Olson, Arthur Price, Richard Sim, Roger Tetrault, Gordon Thiessen, D. Murray Wallace and John B. Zaozirny.)
10.11a	Schedule of 2003 Performance Unit Award Agreements with Directors.
10.12	Restricted Stock and Performance Unit Award Agreement with David Sutherland, dated August 26, 2005. (Substantially similar agreements have been entered into with John Tulloch, Vicki Avril and Joe Russo.)
10.12 a	Schedule of 2005 Restricted Stock and Performance Unit Award Agreements with Executives.
10.13	Performance Unit Award Agreement with Peter MacPhail dated August 31, 2005.
10.14	Restricted Share Agreement with David Sutherland, dated October 1, 2004. (Substantially similar agreements have been entered into with John Tulloch, Vicki Avril and Joe Russo.)
10.14a	Schedule of 2004 Restricted Stock Award Agreements with Executives.
10.15	Restricted Share Agreement with David Sutherland, dated October 1, 2004.
10.16	Restricted Share Agreement with David Sutherland, dated July 24, 2003. (Substantially similar agreements have been entered into with John Tulloch and Joe Russo.)
10.16a	Schedule of 2003 Restricted Stock Award Agreements with Executives.
10.17	Performance Unit Award Agreement with Peter MacPhail, dated July 24, 2003.
10.18	Restricted Share Agreement with David Sutherland, dated July 24, 2003.
10.19	Share Option Agreement with Juanita Hinshaw, dated June 1, 2002.
10.20	Share Option Agreement with Michael Grandin, dated January 1, 2003.
10.21	Share Option Agreement with Richard Sim, dated April 26, 2000. (A substantially identical agreement has been entered into as of the same date with Roger Tetrault.)
10.22	Share Option Agreement with Richard Sim, dated May 2, 2001. (A substantially identical agreement has been entered into as of the same date with Roger Tetrault.)
10.23	Share Option Agreement with Richard Sim, dated April 24, 2002. (Substantially identical agreements have been entered into as of the same date with Burton Joyce, Jack Michaels, Roger Tetrault, Gordon Theissen, and Allan Olson.)
10.23a	Schedule of 2002 Share Option Agreements with Directors.
10.24	Revolving Credit Agreement IPSCO and The Toronto Dominion Bank, as Agent, dated as of November 19, 2004 (“Revolving Credit Agreement”).
10.24a	First Amendment to Revolving Credit Agreement, dated as of February 3, 2006.

36

10.24b Second Amendment to Revolving Credit Agreement, dated as of February 21, 2006.

(14)	Code of Ethics
	14.1	IPSCO Code of Business Conduct.
	14.2	IPSCO Conflicts of Interest Policy.
(21)	Subsidiaries of the Registrant
	21.1	Subsidiaries.
(23)	Consent of Experts and Counsel
	23.1	Consent of Independent Registered Public Accounting Firm.
(24)	Power of Attorney
	24.1	Powers of Attorney.
(31)	Rule 13(a)-14(a)/15d-14 and Rule 13(a)-14(d)/15d Certifications
	31.1	Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
	31.2	Certification of Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
(32)	Section 1350 Certification
	32.1	Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
(99)	Additional Exhibits
	99.1	Consolidated Financial Statements.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed (1) by the registrant, and (2) on behalf of the registrant by its principal executive, financial and accounting officers, and its directors.

IPSCO Inc.

(Registrant)

By:	/s/ David Sutherland	*Burton M. Joyce
David Sutherland		Burton M. Joyce
President and Chief Executive Officer		Chairman
By:	/s/ Vicki Avril	*Michael A. Grandin
Vicki Avril		Michael A. Grandin
Senior Vice President and Chief Financial Officer		Director
By:	/s/ Philip Marusarz	*Juanita H. Hinshaw
Philip Marusarz		Juanita H. Hinshaw
Corporate Controller		Director

37

		*Jack Michaels
		Jack Michaels
		Director
		*Bernard M. Michel
		Bernard M. Michel
		Director
		*Allan S. Olson
		Allan S. Olson
		Director
		*Arthur R. Price
		Arthur R. Price
		Director
		*Richard G. Sim
		Richard G. Sim
		Director
		David Sutherland
		David Sutherland
		Director
		*Roger E. Tetrault
		Roger E. Tetrault
		Director
		*Gordon Thiessen
		Gordon Thiessen
		Director
		*Murray D. Wallace
		Murray D. Wallace
		Director
		*John B. Zaozirny
		John B. Zaozirny
		Director
*	By:	/s/ Vicki Avril
		Vicki Avril
		Attorney-in-fact
Dated: March 13, 2006

38

EX-4.1

Exhibit 4.1

IPSCO Inc.

2005 Form 10-K

SHAREHOLDER RIGHTS AGREEMENT

Dated as of March 14, 1990, as amended and restated

on April 20, 1995, April 24, 1998, May 2, 2001 and April 29, 2004

between

IPSCO INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Rights Agent

TABLE OF CONTENTS

ARTICLE I - CERTAIN DEFINITIONS		2
1.01	Certain Definitions	2
1.02	Currency	11
1.03	Acting Jointly or in Concert	11
1.04	References to Agreement	11
ARTICLE II - RIGHTS		11
2.01	Legend on Common Share Certificates	11
2.02	Initial Exercise Price; Exercise of Rights; Detachment of Rights	12
2.03	Adjustments to Exercise Price; Number of Rights	14
2.04	Date on Which Exercise is Effective	17
2.05	Execution. Authentication. Delivery and Dating of Rights Certificates	17
2.06	Registration. Registration of Transfer and Exchange	18
2.07	Mutilated, Destroyed. Lost and Stolen Rights Certificates	18
2.08	Persons Deemed Owners	19
2.09	Delivery and Cancellation of Certificates	19
2.10	Agreement of Rights Holder	19
ARTICLE III - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS		20
3.01	Flip-in Event	20
ARTICLE IV - THE RIGHTS AGENT		21
4.01	General	21
4.02	Merger. Amalgamation or Consolidation or Change of Name of Rights Agent	21
4.03	Duties of Rights Agent	22
4.04	Change of Rights Agent	23
ARTICLE V - MISCELLANEOUS		24
5.01	Redemption, Waiver and Termination	24
5.02	Expiration	25
5.03	Determinations and Actions by the Board of Directors	25
5.04	Issuance of New Rights Certificates	25
5.05	Supplements and Amendments	25
5.06	Fractional Rights and Fractional Shares	26
5.07	Rights of Action	27
5.08	Regulatory Approvals	27
5.09	Declaration as to Non-Canadian Holders	27
5.10	Holder of Rights Not Deemed a Shareholder	27
5.11	Notices	27
5.12	Costs of Enforcement	28
5.13	Successors	29
5.14	Benefits of this Agreement	29
5.15	Descriptive Headings	29
5.16	Governing Law	29
5.17	Counterparts	29
5.18	Severability	29
5.19	Time of the Essence	30

THIS AGREEMENT dated as of the 14th day of March, 1990, as amended and restated as of the 20th day of April, 1995, the 24th day of April, 1998, the 2nd day of May, 2001 and the 29^th day of April, 2004.

BETWEEN:

IPSCO INC., a corporation continued under the Canada Business Corporations Act (hereinafter

referred to as the “Company”),

OF THE FIRST PART,

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada (hereinafter referred to as the “Rights Agent”),

OF THE SECOND PART.

SHAREHOLDER RIGHTS AGREEMENT

WHEREAS the Company and the Rights Agent (then known as Computershare Trust Company of Canada) entered into a Shareholder Rights Agreement dated as of the 14th day of March, 1990, amended the Shareholder Rights Agreement as of April 20, 1995 amended and restated the Shareholder Rights Agreement as of April 24, 1995 and wish to amend and restate such agreement by entering into this Agreement;

AND WHEREAS the Board of Directors of the Company has determined that it is advisable to adopt a shareholder rights agreement (the “Rights Agreement”);

AND WHEREAS in order to implement the Rights Agreement, the Board of Directors of the Company has:

(a)authorized and declared a distribution of one right (a “Right”) effective 7:00 p.m. (Central Standard Time) on March 14, 1990 in respect of each Common Share (hereinafter defined) outstanding at the close of business on March 14, 1990 (the “Record Time”);

(b)authorized the issuance of one Right in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time (as hereinafter defined) and the Expiration Time (as hereinafter defined); and

(c)authorized the issuance of Rights Certificates (as hereinafter defined) to holders of Rights.

AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Company pursuant to the terms and subject to the conditions set forth herein;

AND WHEREAS the Company desires to appoint a Rights Agent to act on behalf of the Company, and the Rights Agent is willing to act in connection with the issuance, transfer, exchange and replacement of the Rights Certificates, the exercise of Rights and other matters as referred to herein;

AND WHEREAS the shareholders approved this Agreement, as amended and restated, on April 29, 2004;

NOW, THEREFORE, IN CONSIDERATION OF the premises and respective agreements set forth herein, the parties hereby agree as follows:

ARTICLE I -CERTAIN DEFINITIONS

1.01Certain Definitions

For purposes of this Agreement, the following terms have the meanings indicated:

(a)“Acquiring Person” shall mean any Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares of the Company; provided, however, that the term “Acquiring Person” shall not include:

(i)the Company or any Subsidiary of the Company;

(ii)any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares of the Company as a result of one or any combination of (A) a Voting Share Reduction, (B) Permitted Bid Acquisition, (C) Exempt Acquisition or (D) Pro Rata Acquisition; provided, however that if a Person shall become the Beneficial Owner of 20% or more of the Voting Shares of the Company then outstanding by reason of one or any combination of the operation of clauses (A), (B), (C) or (D) above and such Person’s Beneficial Ownership of Voting Shares thereafter increases by more than 1.0% of the number of Voting Shares outstanding (other than pursuant to one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition), then as of the date such Person becomes the Beneficial Owner of such additional Voting Shares, such Person shall become an “Acquiring Person”;

(iii)for a period of 10 days after the Disqualification Date (as hereinafter defined in this subparagraph 1.01(a) (iii)), any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on clause l.01(e)(viii) because such Person or the Beneficial Owner of such Voting Shares is making or has announced an intention to make a Take-over Bid either alone or by acting jointly or in concert with any other Person or becomes otherwise disqualified. For the purposes of this definition, “Disqualification Date” means the first date of public announcement that any Person is making or has announced an intention to make a Take-over Bid;

(iv)an underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20% or more of the Voting Shares in connection with a distribution of securities of the Company; or

(v)a Person (a “Grandfathered Person”) who is the Beneficial Owner of 20% or more of the outstanding Voting Shares of the Company determined as at the Record Time, provided, however, that this exception shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time, become the Beneficial Owner of additional Voting Shares of the Company that increases its Beneficial Ownership of Voting Shares by more than 1% of the number of Voting Shares outstanding as at the Record Time, other than through a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

(b)“Affiliate” when used to indicate a relationship with a specified Person means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.

(c)“Agreement” shall mean this shareholder rights agreement dated as of March 14, 1990 between the Company and the Rights Agent, as amended and restated on April 20, 1995 and April 24, 1998 and as it may be subsequently amended or restated from time to time.

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(d)“Associate” means, when used to indicate a relationship with a specified Person, a spouse of that Person, any Person of the same or opposite sex with whom that Person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if that relative has the same residence as that Person.

(e)A Person shall be deemed the “Beneficial Owner”, and to have “Beneficial Ownership”, of, and to “Beneficially Own”:

(i)any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii)any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to become the owner at law or in equity (where such right is exercisable within a period of 60 days thereafter and whether or not on the condition or on the happening of any contingency) pursuant to any agreement, arrangement or understanding, whether or not in writing, (other than customary agreements with and between underwriters or banking group members or selling group members with respect to a distribution of securities or to a pledge of securities in the ordinary course of business) or upon the exercise of any conversion right, exchange right, share purchase right (other than the Rights), warrant or option; and

(iii)any securities which are Beneficially Owned within the meaning of subparagraph 1.01 (e)(i) and (ii) by any other Person with whom such Person is acting jointly or in concert;

provided, however, that a Person shall not be deemed the “Beneficial Owner”, or to have “Beneficial Ownership”, of, or to “Beneficially Own”, any security:

(iv)where such security has been agreed to be deposited or tendered pursuant to a Lock-up Agreement, or is otherwise deposited or tendered, to any Take-over Bid made by such Person, made by any of such Person’s Affiliates or Associates or made by any other Person acting jointly or in concert with such Person until such deposited or tendered security has been taken up or paid for, whichever shall first occur;

(v)where such Person, any of such Person’s Affiliates or Associates or any other Person acting jointly or in concert with such Person holds such security; provided that: (A) the ordinary business of any such Person (the “Investment Manager”) includes the management of investment funds for others (which others, for greater certainty, may include or be limited to one or more employee benefit plans or pension plans) and such security is held by the Investment Manager in the ordinary course of such business in the performance of such Investment Manager’s duties for the account of any other Person (a “Client”) including a non-discretionary account held on behalf of a Client by a broker or dealer registered under applicable laws; (B) such Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable laws and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds such security in the ordinary course of such duties for the estate of any such deceased or incompetent Person or for such other accounts; (C) such Person is established by statute for purposes that include, and the ordinary business or activity of such Person (the “Statutory Body”) includes, the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies; or (D) such Person (the “Independent Person”), any of such Person’s Affiliates or Associates or any Person acting jointly or in concert with such Person is the administrator or trustee of one or more pension funds or plans (a “Plan”) registered under the laws of Canada or any Province thereof or the laws of the United States of America or any State thereof, or is a Plan and holds such security for the purposes of its activities as an Independent Person or as a Plan; provided, in any of the

3

above cases, that the Investment Manager, the Trust Company, the Statutory Body, the Independent Person or the Plan, as the case may be, is not then making or has not then announced an intention to make a Take-over Bid, other than an Offer to Acquire Voting Shares or other securities pursuant to a distribution by the Company or by means of ordinary market transactions (including prearranged trades) executed through the facilities of a stock exchange or organized over-the-counter market, alone or by acting jointly or in concert with any other Person;

(vi)where such Person is (A) a Client of the same Investment Manager as another Person on whose account the Investment Manager holds such security, (B) an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds such security, or (C) a Plan with the same Independent Person as another Plan on whose account the independent person holds such security;

(vii)where such Person is (A) a Client of an Investment Manager and such security is owned at law or in equity by the Investment Manager, (B) an Estate Account or an Other Account of a Trust Company and such security is owned at law or in equity by the Trust Company, or (C) a Plan and such security is owned at law or in equity by the Independent Person or the Plan; or

(viii)such Person is a registered holder of securities as a result of carrying on the business of, or acting as a nominee of, a securities depositary.

(f)“Board of Directors” shall mean the board of directors of the Company or any duly constituted and empowered committee thereof;

(g)“Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the City of Regina, Saskatchewan are authorized or obligated by law to close.

(h)“Canada Business Corporations Act” shall mean the Canada Business Corporations Act, R.S.C. 1985, C-44, as amended, and the regulations thereunder, and any comparable or successor laws or regulations or, if such laws or regulations shall be repealed or rescinded and there shall be no comparable or successor laws or regulations, the laws and regulations as in effect on the date of this Agreement.

(i)“Canadian Dollar Equivalent” of any amount which is expressed in United States dollars shall mean on any day the Canadian dollar equivalent of such amount determined by reference to the Canadian-U.S. Exchange Rate on such date.

(j)“Canadian-U.S. Exchange Rate” shall mean on any date the inverse of the U.S.-Canadian Exchange Rate.

(k)“close of business” on any given date shall mean the time on such date (or, if such date is not a Business Day, the time on the next succeeding Business Day) at which the office of the transfer agent for the Common Shares in the City of Regina (or, after the Separation Time, the offices of the Rights Agent) becomes closed to the public.

(l)“Common Shares” shall mean the common shares in the capital stock of the Company.

(m) “Competing Permitted Bid” means a Take-over Bid made while another Permitted Bid is in existence and that satisfies all of the provisions of a Permitted Bid except that the condition set forth in subparagraph 1.01 (ag)(ii) may provide that the Voting Shares that are the subject of the Take-over Bid may be taken up or paid for on a date which is not earlier than the later of (i) 35 days after the date of the Take-over Bid must be open for acceptance under applicable Canadian

4

securities legislation; and (ii) the 60th day after the date on which the initial Permitted Bid with which such Take-over Bid competes was made.

(n)“controlled”: a corporation is “controlled” by another Person if:

(i)securities entitled to vote in the election of directors carrying more than 50 percent of the votes for the election of directors are held, directly or indirectly, by or on behalf of the other Person; and

(ii)the votes carried by such securities are entitled, if exercised, to elect a majority of the board of directors of such corporation;

and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

(o)“Disposition Date” shall have the meaning ascribed thereto in paragraph 5.01(h).

(p)“Dividend Reinvestment Acquisition” shall mean an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan.

(q)“Dividend Reinvestment Plan” means a regular dividend reinvestment or other plan of the Company made available by the Company to holders of its securities where such plan permits the holder to direct that some or all of:

(i)dividends paid in respect of shares of any class of the Company;

(ii)proceeds of redemption of shares of the Company;

(iii)interest paid on evidences of indebtedness of the Company; or

(iv)optional cash payments, be applied to the purchase from the Company of Voting Shares.

(r)“Election to Exercise” shall have the meaning ascribed thereto in subparagraph 2.02(d)(i).

(s)“Exempt Acquisition” means a share acquisition in respect of which the Board of Directors has waived, or is deemed to have waived, the application of Section 3.01 pursuant to the provisions of paragraph 5.01(b) or(h).

(t)“Exercise Price” shall mean, as of any date, the price at which a holder may purchase the securities issuable upon exercise of one whole Right and, until adjustment thereof in accordance with the terms hereof, the Exercise Price shall be CDN $200.00 (without adjustment pursuant to Section 2.03 hereof for the three-for-two stock split of the Company effected by stock dividend with a payment date of March 9, 1998).

(u)“Expansion Factor” shall have the meaning ascribed thereto in paragraph 2.03(b);

(v)“Expiration Time” shall mean the earlier of:

(i)the Termination Time; or

(ii)the termination of the annual meeting of the Company in the year 2007.

(w)A “Flip-in Event” shall mean a transaction in which any Person shall become an Acquiring Person.

(x)“holder” shall have the meaning ascribed thereto in Section 2.08.

5

(y)“Independent Shareholders” shall mean holders of Voting Shares of the Company other than:

(i)an Acquiring Person;

(ii)any Offeror, other than a Person described in subparagraph 1.01 (e)(v);

(iii)any Affiliate or Associate of any Acquiring Person or Offeror;

(iv)any Person acting jointly or in concert with any Acquiring Person or Offeror;

(v)any employee benefit plan, deferred profit sharing plan, stock participation plan or trust for the benefit of employees of the Company but excluding in any event a plan or trust in respect of which the employee directs the manner in which the Voting Shares are to be voted or directs whether the Voting Shares be tendered to a Take-over Bid.

(z)“Lock-up Agreement” means an agreement between an Offeror, any of its Affiliates or Associates or any other Person acting jointly or in concert with the Offeror and a Person (the “Locked-up Person”) who is not an Affiliate or Associate of the Offeror or a Person acting jointly or in concert with the Offeror whereby the Locked-up Person agrees to deposit or tender the Voting Shares held by the Locked-up Person to the Offeror’s Take-over Bid or to any Take-over Bid made by any of the Offeror’s Affiliates or Associates or made by any other Person acting jointly or in concert with the Offeror (the “Lock-up Bid”), where the agreement:

(i)permits the Locked-up Person to withdraw the Voting Shares from the agreement in order to tender or deposit the Voting Shares to another Take-over Bid or to support another transaction that contains an offering price for each Voting Share that is higher than the offering price contained in or proposed to be contained in the Lock-up Bid; or

(ii)(a) permits the Locked-up Person to withdraw the Voting Shares from the agreement in order to tender or deposit the Voting Shares to another Take-over Bid or to support another transaction that contains an offering price for each Voting Share that exceeds by as much as or more than a specified amount (the “Specified Amount”) the offering price for each Voting Share contained in or proposed to be contained in the Lock-up Bid; and (b) does not by its terms provide for a Specified Amount that is greater than 7% of the offering price contained in or proposed to be contained in the Lock-up Bid;

and, for greater clarity, an agreement may contain a right of first refusal or require a period of delay to give an offeror an opportunity to match a higher price in another take-over bid or other similar limitation on a Locked-up Person as long as the Locked-up Person can accept another bid or tender to another transaction;

(aa)“Market Price” per share of any securities on any date of determination shall mean the average of the daily closing prices per share of such securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if an event of a type analogous to any of the events described in Section 2.03 hereof shall have caused the closing prices used to determine the Market Price on any Trading Days not to be fully comparable with the closing price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each such closing price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.03 hereof in order to make it fully comparable with the closing price on such date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day. The “Closing Price Per Share” of any securities on any date shall be:

6

(i)the closing board lot sale price or, if no such sale takes place on such date, the average of the closing bid and asked prices, for each of such securities as reported by the principal Canadian stock exchange on which such securities are listed and admitted to trading;

(ii)if for any reason none of such prices is available on such day or the securities are not listed or admitted to trading on a Canadian stock exchange, the last sale price or, in case no such sale takes place on such date, the average of the closing bid and asked prices for each share of such securities as reported by the principal national United States securities exchange on which securities are listed or admitted to trading;

(iii)if for any reason none of such prices is available on such day or the securities are not listed or admitted to trading on a Canadian stock exchange or a national United States securities exchange, the last quoted price or if not so quoted, the average of the high bid and low asked prices for each share of such securities in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or such other system then in use; or

(iv)if for any reason none of such prices is available on such day or the securities are not quoted, listed or admitted to trading on a Canadian stock exchange, a national United States securities exchange or quoted by any over-the-counter market reporting system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities selected in good faith by the Board of Directors of the Company,

provided, however, that if for any reason none of such prices is available on such day, the closing price per share of such securities on such date means the fair value per share of securities on such date as determined by a nationally recognized investment dealer or investment banker with respect to the fair value per share of such securities. The Market Price shall be expressed in Canadian dollars and if initially determined in respect of any day forming part of the 20 consecutive Trading Day period in question in United States dollars, such amount shall be translated into Canadian dollars at the Canadian Dollar Equivalent thereof.

(bb)“1934 Exchange Act” shall mean the Securities Exchange Act of 1934 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.

(cc)“Nominee” shall have the meaning ascribed thereto in paragraph 2.02(c). (dd)

(dd)“Offer to Acquire” shall include:

(i)an offer to purchase, or a solicitation of an offer to sell, Voting Shares; and

(ii)an acceptance of an offer to sell Voting Shares, whether or not such offer to sell has been solicited,

or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an offer to acquire to the Person that made the offer to sell.

(ee)“Offeror” shall mean a Person who has announced a current intention to make or is making a Take-over Bid.

(ff)“Offeror’s Securities” means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire.

7

(gg)“Permitted Bid” means a Take-over Bid made by an Offeror, for all or a portion of the Voting Shares, which is made by means of a take-over bid circular which also complies with the following additional provisions:

(i)the Take-over Bid is made to all holders of record of Voting Shares other than the Offeror;

(ii)the Take-over Bid contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified provision that no Voting Shares will be taken up or paid for pursuant to the Take-over Bid prior to the close of business on the date which is not less than 60 days following the date of the Take-over Bid and only if at such date more than 50% of the Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;

(iii)unless the Take-over Bid is withdrawn, the Take-over Bid contains an irrevocable and unqualified provision that Voting Shares may be deposited pursuant to such Take-over Bid at any time during the period of time described in subparagraph l.0l(gg)(ii) and that any Voting Shares deposited pursuant to the Take-over Bid may be withdrawn until taken up and paid for; and

(iv)the Take-over Bid contains an irrevocable and unqualified provision that in the event that the deposit condition set forth in subparagraph 1.01 (gg)(ii) is satisfied the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for deposits and tenders of Voting Shares for not less than ten days from the date of such public announcement.

(hh)“Permitted Bid Acquisition” shall mean an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid.

(ii)“Person” shall mean any individual, firm, partnership, association, trust, body corporate, corporation, unincorporated organization, syndicate, government entity or other entity.

(jj)“Pro Rata Acquisition” means an acquisition by a Person of Voting Shares pursuant to:

(i)a Dividend Reinvestment Acquisition;

(ii)a stock dividend, stock split or other event in respect of securities of the Company of one or more particular classes or series pursuant to which such Person becomes the Beneficial Owner of Voting Shares on the same pro rata basis as all other holders of securities of the particular class, classes or series;

(iii)the acquisition or the exercise by the Person of only those rights to purchase Voting Shares distributed to that Person in the course of a distribution to all holders of securities of the Company of one or more particular classes or series pursuant to a rights offering or pursuant to a prospectus provided that such rights are acquired directly or indirectly from the Company and not from any other person provided that the Person does not thereby acquire a greater percentage of Voting Shares, or securities convertible into or exchangeable for Voting Shares so offered, than the Person’s percentage of Voting Shares, or such convertible or exchangeable securities so offered, beneficially owned prior to such acquisition; or

(iv)a distribution of Voting Shares, or securities convertible into or exchangeable for Voting Shares (and the conversion or exchange of such convertible or exchangeable securities), made pursuant to a prospectus or by way of a private placement, provided that such

8

Person does not become the Beneficial Owner of more than 25% of the Voting Shares outstanding immediately prior to the distribution, and in making this determination the Voting Shares to be issued to such Person in the distribution shall be deemed to be held by such Person and shall not be included in the aggregate number of outstanding Voting Shares immediately prior to the distribution.

(kk)“Record Time” shall have the meaning ascribed to it in paragraph (a) of the third whereas clause.

(ll)“regular periodic cash dividend” shall mean cash dividends paid at regular intervals in any fiscal year of the Company to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:

(i)200% of the cash dividends, on a per share basis, declared payable by the Company on its Common Shares in its immediately preceding fiscal year;

(ii)300% of the arithmetic mean of the cash dividends, on a per share basis, declared payable by the Company on its Common Shares in its three immediately preceding fiscal years; and

(iii)100% of the aggregate consolidated net income of the Company, before extraordinary items, for its immediately preceding fiscal year.

(mm)“Right” means a right to purchase a Common Share of the Company upon the terms and subject to the conditions set forth in this Agreement.

(nn)“Rights Certificate” means the certificates representing the Rights after the Separation Time, which shall be substantially in the form attached hereto as Exhibit A.

(oo)“Rights Register” shall have the meaning ascribed thereto in paragraph 2.06(a).

(pp)“Securities Act (Saskatchewan)” shall mean The Securities Act, 1988 S.S. 1988, c. S-42.2, as amended, and the regulations thereunder and any comparable or successor laws or regulations thereto and the “Securities Act (Ontario)” shall mean the Securities Act, R.S.O. 1990, c.S.5, as amended, and the regulations thereunder and any comparable or successor laws or regulations thereto. “Securities Acts” means the Securities Act (Saskatchewan), the Securities Act (Ontario) and the comparable legislation in each of the provinces of Canada.

(qq)“Separation Time” shall mean the close of business on the eighth Trading Day after the earlier of:

(i)the Stock Acquisition Date; and

(ii)the date of the commencement of, or first public announcement of the intent of any Person (other than the Company or any Subsidiary of the Company) to commence, a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid),

or on such later day as the Board of Directors shall determine, provided that if any such Take-over Bid expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-over bid shall be deemed, for purposes of this definition, never to have been made.

(rr)“Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 110 of the Securities Act (Saskatchewan), Section 101 of the Securities Act (Ontario) or Section 13(d) under the 1934 Exchange Act) by the Company or an Acquiring Person of facts indicating that an Acquiring Person has become such.

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(ss)“Subsidiary”: a corporation shall be deemed to be a Subsidiary of another corporation if:

(i)it is controlled by:

(A)that other; or

(B)that other and one or more corporations each of which is controlled by that other; or

(C)two or more corporations each of which is controlled by that other; or

(ii)it is a Subsidiary of a corporation that is that other’s Subsidiary.

(tt)“Take-over Bid” shall mean an Offer to Acquire Voting Shares or securities convertible into Voting Shares if, assuming that the Voting Shares or convertible securities subject to the Offer to Acquire are acquired and are Beneficially Owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired upon conversion of securities convertible into Voting Shares) together with the Offeror’s Securities, constitute in the aggregate 20% or more of the outstanding Voting Shares (including Voting Shares that may be acquired upon conversion of securities convertible into Voting Shares) at the date of the Offer to Acquire.

(uu)“Termination Time” shall mean the time at which the right to exercise Rights shall terminate pursuant to Sections 3.01, 5.01 or 5.02.

(vv)“Trading Day”, when used with respect to any securities, shall mean a day on which the principal Canadian stock exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian stock exchange, a Business Day.

(ww)“U.S.-Canadian Exchange Rate” shall mean on any date:

(i)if on such date the Bank of Canada sets an average noon spot rate of exchange for the conversion of one United States dollar into Canadian dollars, such rate; and

(ii)in any other case, the rate for such date for the conversion of one United States dollar into Canadian dollars which is calculated in the manner which shall be determined by the Board of Directors from time to time acting in good faith.

(xx)“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars shall mean on any day the United States dollar equivalent of such amount determined by reference to the U.S.-Canadian Exchange Rate on such date.

(yy)“Voting Share Reduction” means an acquisition or redemption by the Company of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any person to 20% or more of the Voting Shares then outstanding.

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(zz)“Voting Shares” shall mean the Common Shares of the Company and any other shares of capital stock of the Company entitled to vote generally in the election of directors; and the percentage of Voting Shares Beneficially Owned by any Person, shall, for the purposes of this Agreement, be and be deemed to be the product determined by the formula:

100 X A/B

where

A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and

B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares.

Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

1.02Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

1.03Acting Jointly or in Concert

For the purposes of this Agreement, a Person is acting jointly or in concert with every Person who is a party to an agreement, commitment or understanding, whether formal or informal, with the first Person or any Associate or Affiliate thereof to acquire or offer to acquire Voting Shares (other than customary agreements with and between underwriters or banking group members or selling group members with respect to a distribution of securities or to a pledge of securities in the ordinary course of business).

1.04References to Agreement

References to “this Agreement”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Agreement and not to any particular Article, section, subsection, paragraph, subparagraph, clause, subclause, or other subdivision or portion hereof and include any and every instrument supplemental or ancillary hereto.

ARTICLE II -RIGHTS

2.01Legend on Common Share Certificates

Certificates for the Common Shares issued after the Record Time but prior to the close of business on the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend:

Until the Separation Time (as defined in the Amended Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of the 14th day of March, 1990 and as amended and restated on the 20th day of April, 1995, between IPSCO Inc. (the “Company”) and Computershare Trust Company of Canada, as Rights Agent (the “Amended Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal office of the Company. Under certain circumstances, as set

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forth in the Amended Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Amended Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Amended Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. The Amended Rights Agreement was further amended on the 29th day of April, 2004.

Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend until the earlier of the Separation Time and the Expiration Time.

All Certificates representing Common Shares that are issued and outstanding on April 29, 2004 shall be deemed to bear the foregoing legend.

2.02Initial Exercise Price; Exercise of Rights; Detachment of Rights

(a)Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time, to purchase, for the Exercise Price, one Common Share.

(b)Until the Separation Time,

(i)no Right may be exercised; and

(ii)each Right will be evidenced by the certificate for the associated Common Share and will be transferable only together with, and will be transferred by a transfer of, such associated share. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries shall be void.

(c)After the Separation Time and prior to the Expiration Time, the Rights (i) may be exercised; and (ii) will be transferable independently of Common Shares. Promptly following the Separation Time, the Rights Agent on behalf of the Company will mail to each holder of record of Voting Shares as of the Separation Time (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person, the holder of record of such Rights (a “Nominee”)) at such holder’s address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (A) a certificate (a “Rights Certificate”) in substantially the form of Exhibit A hereto appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (B) a disclosure statement describing the Rights (provided that a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person).

(d)Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent:

(i)the Rights Certificate evidencing such Rights with an Election to Exercise (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or such holder’s executor or administrator or other personal representative or such holder’s legal attorney duly appointed by an

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instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and

(ii)payment in cash, or by certified cheque, banker’s draft or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised.

(e)Upon receipt of a Rights Certificate, with an Election to Exercise (that does not indicate that such Right is null and void as provided in paragraph 3.01(b)) accompanied by payment as set forth in subparagraph 2.02(d)(ii), the Rights Agent will promptly:

(i)requisition from the transfer agent of the Common Shares certificates for the number of Common Shares to be purchased (the Company hereby irrevocably authorizing its transfer agent to comply with all such requisitions),

(ii)when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuing fractional Common Shares,

(iii)after receipt of such certificates, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and

(iv)when appropriate, after receipt, deliver such cash to or to the order of the registered holder of the Rights Certificate.

(f)In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns.

(g)The Company covenants and agrees that it will:

(i)take all such action as may be necessary and within its power to ensure that all shares delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and nonassessable;

(ii)take all such action as may be necessary and within its power to comply with any applicable requirements of the Canada Business Corporations Act and the Securities Acts or comparable legislation of each of the provinces of Canada or the rules and regulations thereunder or any other applicable law, rule or regulation of a province of Canada, in connection with the issuance and delivery of the Rights Certificates and the issuance of any shares upon exercise of Rights;

(iii)use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal exchanges on which the Common Shares were traded prior to the Stock Acquisition Date; and

(iv)pay when due and payable any and all Canadian and provincial transfer taxes (for greater certainty not including any income taxes of the holder or exercising holder or any liability of the Company to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for shares, provided that the Company shall not be required to pay any transfer tax or charge which may be

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payable in respect of any transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares in a name other than that of the holder of the Rights being transferred or exercised.

2.03Adjustments to Exercise Price; Number of Rights

(a)The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.03.

(b)In the event the Company shall at any time after the Record Time and prior to the Expiration Time:

(i)declare or pay a dividend on the Common Shares payable in Common Shares or other capital stock of the Company (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other capital stock of the Company) other than pursuant to any optional stock dividend program;

(ii)subdivide or change the then outstanding Common Shares into a greater number of Common Shares;

(iii)consolidate or change the then outstanding Common Shares into a smaller number of Common Shares; or

(iv)issue any Common Shares or other capital stock of the Company (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other capital stock of the Company) in respect of, in lieu of or in exchange for existing Common Shares except as otherwise provided in this Section 2.03,

the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted in the manner set forth below.

If the Exercise Price and number of Rights outstanding are to be adjusted:

(A)the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Common Shares (or other capital stock) (the “Expansion Factor”) that a holder of one Common Share immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof (assuming the exercise of all such exchange or conversion rights, if any); and

(B)each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor,

and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, combination or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it.

If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof. To the extent that such rights of exchange, conversion or acquisition are not exercised prior to the expiration thereof, the

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Exercise Price shall be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights.

If, after the Record Time but prior to the Separation Time, the Company issues any securities in a transaction of a type similar to any of the transactions relating to Common Shares described in subparagraphs 2.03(b)(i) or (iv) which are exchangeable for or convertible into or give a right to purchase or subscribe for Common Shares, such securities shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Company and the Rights Agent shall amend this Agreement in order to effect such treatment; provided that no such amendment may materially adversely affect the interests of the holders of the Rights generally.

If an event occurs which would require an adjustment under both this Section 2.03 and Section 3.01, the adjustment provided for in this Section 2.03 shall be in addition to, and shall be made prior to, any adjustment required under Section 3.01.

(c)In the event the Company shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution to all holders of Common Shares of rights or warrants entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common. Shares (or securities convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price (including the price required to be paid to purchase such convertible or exchangeable security or right) per share less than the Market Price per Common Share on such record date, the Exercise Price shall be adjusted. The Exercise Price in effect after such record date will equal the Exercise Price in effect immediately prior to such record date multiplied by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered (including the price required to be paid to purchase such convertible or exchangeable securities or rights)) would purchase at such Market Price and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company. To the extent that such rights of exchange, conversion or acquisition are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights.

For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury shares or otherwise) pursuant to any (i) dividend or interest reinvestment plan or (ii) any Common Share purchase plan providing for the reinvestment of dividends or interest payable on securities of the Company or the investment of periodic optional payments or (iii) employee benefit or similar plans (so long as such right to purchase is in no case evidenced by the delivery of rights or warrants) shall not be deemed to constitute an issue of rights or warrants by the Company; provided, however, that, in the case of any dividend or interest reinvestment plan, the right to purchase Common Shares is at a price per share of not less than 90 percent of the then current Market Price per share (determined as provided in such plans) of the Common Shares.

(d)In the event the Company shall at any time after the Record Time and prior to the Separation Time fix a record date for the making of a distribution to all holders of Common Shares of evidences of

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indebtedness or assets (other than a regular periodic cash dividend or a dividend paid in Common Shares) or rights or warrants (excluding those referred to in paragraph 2.03(c)), the Exercise Price shall be adjusted. The Exercise Price in effect after such record date will equal the Exercise Price in effect immediately prior to such record date less the fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets, evidences of indebtedness, rights or warrants so to be distributed applicable to the securities purchasable upon exercise of one Right.

(e)Each adjustment made pursuant to this Section 2.03 shall be made as of:

(i)the payment or effective date for the applicable dividend, subdivision, change, combination or issuance, in the case of an adjustment made pursuant to paragraph 2.03(a); and

(ii)the record date for the applicable dividend or distribution, in the case of an adjustment made pursuant to paragraph 2.03(c) or (d).

(f)Subject to the prior consent of the holders of Voting Shares or Rights obtained as set forth in paragraph 5.05 (b) or 5.05 (c), as applicable, in the event the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock in a transaction referred to in subparagraphs 2.03(b) (i) or (iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by paragraphs 2.03(b), (c) and (d) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may from time to time determine what other adjustments to the Exercise Price, number of Rights or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding paragraphs 2.03(b), (c) and (d), such adjustments, rather than the adjustments contemplated by paragraphs 2.03(b), (c) and (d), shall be made. The Company and the Rights Agent shall amend this Agreement as appropriate to provide for such adjustments.

(g)Notwithstanding anything herein to the contrary, no adjustment to the Exercise Price shall be required unless such adjustment (including any prior adjustments which have been carried forward and not given effect to) would require an increase or a decrease of at least 1% in the Exercise Price, provided that any adjustment which is not made as a result of this paragraph 2.03(g) shall be carried forward and taken into account in any subsequent adjustment. Each adjustment to the Exercise Price made pursuant to this Section 2.03 shall be calculated to the nearest cent. Whenever an adjustment to the Exercise Price is made pursuant to this Section 2.03 the Company shall:

(i)promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, and

(ii)promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate and mail a brief summary thereof to each holder of Rights.

(h)If as a result of an adjustment made pursuant to Section 2.02 or 2.03, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Right and the applicable Exercise Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in subsections 2.03 (b),(c), (d), (e), (f), (g), (i), (j) and (k), and the provisions of this Agreement with respect to the Common Shares and shall apply on like terms to any such other securities.

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(i)All Rights originally issued by the Company subsequent to any adjustment made to an Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(j)In any case in which this Section 2.03 shall require that an adjustment in an Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of Common Shares and other securities of the Company, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Company, if any, issuable upon such exercise on the basis of the relevant Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment.

(k)Notwithstanding anything in this Section 2.03 to the contrary, the Company shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.03, as and to the extent that in their good faith judgment the Board of Directors shall determine to be advisable, in order that any subdivision or consolidation of the Common Shares, issuance (wholly or in part for cash) of Common Shares or securities that by their terms are exchangeable for or convertible into or giving a right to acquire Common Shares, stock dividends or issuance of rights, options or warrants referred to in this Section 2.03, hereafter made by the Company to holders of its Common Shares, subject to applicable taxation laws, shall not be taxable to such shareholders.

(l)The Company covenants and agrees that, after the Separation Time, it will not, except as permitted by Section 5.01 or 5.05 take (or permit any Subsidiary of the Company to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

(m)Irrespective of any adjustment or change in the securities purchasable upon exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the securities so purchasable which were expressed in the initial Rights Certificates issued hereunder.

(n)If the Company shall at any time after the Record Time and prior to the earlier of the Separation Time and the Expiration Time issue any Common Shares otherwise than in a transaction referred to in paragraph 2.03(b) each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share.

2.04Date on Which Exercise is Effective

Each Person in whose name any certificate for Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with paragraph 2.02(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Company are open.

2.05Execution. Authentication. Delivery and Dating of Rights Certificates

(a)The Rights Certificates shall be executed on behalf of the Company by any two of its Chairman of the Board, President and Chief Executive Officer, a Senior Vice President, a Vice President,

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Treasurer, Secretary or Assistant Secretary with its corporate seal reproduced thereon. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior or subsequent to the countersignature and delivery of such Rights Certificates.

(b)Promptly after the Company learns of the Separation Time, the Company will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Company to the Rights Agent for countersignature, and the Rights Agent shall countersign (manually or by facsimile signature in a manner satisfactory to the Company) and deliver such Rights Certificates to the holders of the Rights pursuant to paragraph 2.02(c) hereof. No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.

(c)Each Rights Certificate shall be dated the date of countersignature thereof.

2.06Registration. Registration of Transfer and Exchange

(a)The Company will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed “Rights Registrar” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times.

(b)After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of paragraph 2.06(d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered.

(c)All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange.

(d)Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.

2.07Mutilated, Destroyed. Lost and Stolen Rights Certificates

(a)If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Company shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

(b)If there shall be delivered to the Company and the Rights Agent prior to the Expiration Time (i) evidence to their satisfaction of the destruction, loss or theft of any Rights Certificate and (ii) such security or indemnity as may be required by them to save each of them and any of their agents harmless, then, in the absence of notice to the Company or the Rights Agent that such Rights

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Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

(c)As a condition to the issuance of any new Rights Certificate under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.

(d)Every new Rights Certificate issued pursuant to this Section 2.07 in lieu of any destroyed, lost or stolen Rights Certificate shall evidence an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Rights duly issued hereunder.

2.08Persons Deemed Owners

The Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the person in whose name such Rights Certificate (or, prior to the Separation Time, such Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever. As used in this Agreement, unless the context otherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, the associated Common Shares).

2.09Delivery and Cancellation of Certificates

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Company may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.09, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Company.

2.10Agreement of Rights Holder

Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights that:

(a)such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;

(b)prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Share;

(c)after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

(d)prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share

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certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by a notice to the contrary; and

(e)such holder of Rights has waived his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided herein).

ARTICLE III -
ADJUSTMENTS TO THE RIGHTS IN THE
EVENT OF CERTAIN TRANSACTIONS

3.01Flip-in Event

(a)Subject to paragraph 3.01(b) and Section 5.01, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective from and after the close of business on the eighth Trading Day following the Stock Acquisition Date, the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.03 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.03 shall have occurred).

(b)Notwithstanding anything in this Agreement to the contrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:

(i)an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person); or

(ii)a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person) in a transfer, whether or not for consideration, that the Board of Directors of the Company acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any other Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person) that has the purpose or effect of avoiding subparagraph 3.0l(b)(i),

shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement, and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.

(c)From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.01, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (Saskatchewan) and the securities laws or comparable legislation of each of the provinces of Canada and of the United States and each of the states thereof in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

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(d)Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either subparagraph 3.01(b)(i) or (ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend:

The Rights represented by this Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement) or a Person acting jointly or in concert with any of them. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in paragraph 3.01(b) of the Rights Agreement.

provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend.

ARTICLE IV -THE RIGHTS AGENT

4.01General

(a)The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents (“Co-Rights Agents”) as it may deem necessary or desirable. In the event the Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and Co-Rights Agents shall be as the Company may determine. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement.

(b)The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares, Rights Certificate, certificate for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

4.02Merger, Amalgamation or Consolidation or Change of Name of Rights Agent

(a)Any corporation into which the Rights Agent or any successor Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any corporation succeeding to the shareholder or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor

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Rights Agent under the provisions of Section 4.04 hereof. In case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

(b)In case at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

4.03Duties of Rights Agent

The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a)The Rights Agent may consult with legal counsel (who may be legal counsel for the Company) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b)Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any two of the Chairman of the Board, the President and Chief Executive Officer, a Senior Vice President, a Vice President, the Treasurer, the Secretary or and Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c)The Rights Agent will be liable hereunder only for its own negligence, bad faith or wilful misconduct.

(d)The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and will be deemed to have been made by the Company only.

(e)The Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to paragraph 3.01(b) hereof) or any adjustment required under the provisions of Section 2.03 hereof or responsible for the manner, method or amount of any such

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adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.03 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and nonassessable.

(f)The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g)The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any of the Chairman of the Board, the President and Chief Executive Officer, a Senior Vice President, a Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such person.

(h)The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

(i)The Rights Agent may execute and exercise any of its rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

4.04Change of Rights Agent

The Rights Agent may resign and be discharged from its duties under this Agreement upon 90 days’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.11.  The Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with Section 5.11.  If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Saskatchewan. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Voting Shares, and mail a notice thereof in writing to the holders of the Rights in accordance with Section 5.11. Failure to give any notice provided for in this Section 4.04, however, or any defect therein, shall

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not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

ARTICLE V -MISCELLANEOUS

5.01Redemption, Waiver and Termination

(a)Subject to the prior consent of the holders of Voting Shares or Rights obtained as set forth in paragraph 5.05(b) or 5.05(c), as applicable, the Board of Directors of the Company acting in good faith may at any time prior to the provisions of Section 3.01 becoming applicable as a result of the occurrence of a Flip-in Event elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.03 if an event of the type analogous to any of the events described in Section 2.03 shall have occurred (such redemption price being herein referred to as the “Redemption Price”).

(b)The Board of Directors of the Company acting in good faith may, until the occurrence of a Flip-in Event, upon prior written notice delivered to the Rights Agent, determine to waive the application of Section 3.01 to a Flip-in Event that may occur by reason of a Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares (which for greater certainty shall not include the circumstances described in paragraph 5.01(h)); provided that if the Board of Directors waives the application of Section 3.01 to a particular Flip-in Event pursuant to this paragraph 5.01(b), the Board of Directors shall be deemed to have waived the application of Section 3.01 to any other Flip-in Event occurring by reason of any Take-over Bid made by means of a take-over bid circular to all holders of record of Voting Shares prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been, granted under this paragraph 5.01(b).

(c)Where a Person acquires pursuant to a Permitted Bid, a Competing Permitted Bid or an Exempt Acquisition under paragraph 5.01(b), outstanding Voting Shares, other than Voting Shares Beneficially Owned at the date of the Permitted Bid, the Competing Permitted Bid or the Exempt Acquisition under paragraph 5.0 1(b) by such Person, then the Company shall immediately upon the consummation of such acquisition and without further formality, be deemed to have elected to redeem the Rights at the Redemption Price.

(d)Where a Take-over Bid that is not a Permitted Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights at the Redemption Price.

(e)If the Company is deemed under paragraph 5.01(c) to have elected to redeem the Rights, or the Board of Directors elects under either of paragraph 5.01(a) or (d) to redeem the Rights the right to exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.

(f)Within 10 days after the Company is deemed under paragraph 5.01(c) to have redeemed the Rights or within 10 days after the Board of Directors elects under paragraph 5.01(a) or (d) to redeem the Rights, the Company shall give notice of redemption to the holders of the then outstanding Rights by mailing such notice to each such holder at such holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Voting Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

(g)Upon the Rights being redeemed pursuant to paragraph 5.01(d), all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights

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Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and for all purposes of this Agreement the Separation Time shall be deemed not to have occurred.

(h)The Board of Directors may waive the application of Section 3.01 in respect of the occurrence of any Flip-in Event if the Board of Directors has determined within eight Trading Days following a Stock Acquisition Date that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person under this Agreement and, in the event that such a waiver is granted by the Board of Directors, such Stock Acquisition Date shall be deemed not to have occurred. Any such waiver pursuant to this paragraph 5.01(h) must be on the condition that such Person, within 14 days after the foregoing determination by the Board of Directors or such earlier or later date as the Board of Directors may determine (the “Disposition Date”), has reduced its Beneficial Ownership of Voting Shares such that the Person is no longer an Acquiring Person. If the Person remains an Acquiring Person at the close of business on the Disposition Date, the Disposition Date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.01 shall apply thereto.

5.02Expiration

No person shall have any rights pursuant to this Agreement or in respect of any Right after the Expiration Time, except the Rights Agent as specified in paragraph 4.01(a) of this Agreement.

5.03Determinations and Actions by the Board of Directors

All such actions, calculations, interpretations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board, in good faith, shall not subject the Board to any liability to the holders of the Rights.

5.04Issuance of New Rights Certificates

Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the number or kind or class of shares purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.

5.05Supplements and Amendments

(a)The Company may make amendments to this Agreement to correct any clerical or typographical error or which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation, regulations or rules thereunder.

(b)Subject to paragraph 5.05(a), the Company may, with the prior consent of the holders of Voting Shares obtained as set forth below and with the prior approval of The Toronto Stock Exchange, at any time prior to the Separation Time, amend, vary or rescind any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article IV except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if the action requiring such approval is authorized by the affirmative vote of a majority of the votes cast by Independent Shareholders present or represented at and entitled to be voted at a meeting of the holders of Voting Shares duly called and held in compliance with applicable laws and the articles and by-laws of the Company.

(c)The Company may, with the prior consent of the holders of Rights and with the prior approval of The Toronto Stock Exchange, at any time on or after the Separation Time, amend, vary or delete

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any of the provisions of this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally), provided that no such amendment, variation or deletion shall be made to the provisions of Article IV except with the written concurrence of the Rights Agent thereto. Such consent shall be deemed to have been given if such amendment, variation or deletion is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof.

(d)Any approval of the holders of Rights shall be deemed to have been given if the action requiring such approval is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For the purposes hereof, each outstanding Right (other than Rights which are void pursuant to the provisions hereof) shall be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting shall be those, as nearly as may be, which are provided in the Company’s by-laws and the Canada Business Corporations Act with respect to meetings of shareholders of the Company.

(e)Any amendments made by the Company to this Agreement pursuant to paragraph 5.05(a) which are required to maintain the validity of this Agreement as a result of any change in any applicable legislation, regulation or rules thereunder shall:

(i)if made before the Separation Time, be submitted to the shareholders of the Company at the next meeting of shareholders and the shareholders may, by the majority referred to in paragraph 5.05(b), confirm or reject such amendment; or

(ii)if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders of the Company and the holders of Rights may, by resolution passed by the majority referred to in paragraph 5.05(d), confirm or reject such amendment.

Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted, and no subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.

5.06Fractional Rights and Fractional Shares

(a)The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. After the Separation, in lieu of such fractional Rights, the Company shall pay to the registered holders of the Rights Certificates (provided the Rights represented by such Rights Certificates are not void pursuant to the provisions of paragraph 3.01(b), at the time such fractional Rights would-otherwise be issuable), an amount in cash equal to the same fraction of the Market Value of a whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right.

(b)The Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates, at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Value of one Common Share that the fraction of a Common Share that

26

would otherwise be issuable upon the exercise of such Right is of one whole Common Share at the date of such exercise.

5.07Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights. Any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights, may, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of Rights, as the case may be, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise such holder’s Rights, or Rights to which he is entitled, in the manner provided in this Agreement and in such holder’s Rights Certificate. Without limiting the foregoing or any remedies available to the holders of Rights it is specifically acknowledged - that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person subject to this Agreement.

5.08Regulatory Approvals

Any obligation of the Company or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority, and without limiting the generality of the foregoing, necessary approvals of The Toronto Stock Exchange and other exchanges shall be obtained, relating to the issuance of Common Shares upon the exercise of Rights under paragraph 2.02(d).

5.09Declaration as to Non-Canadian Holders

If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

5.10Holder of Rights Not Deemed a Shareholder

No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Common Shares or any other securities which may at any time be issuable on the exercise of Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders, or to receive dividends or subscription rights or otherwise, until such Rights, or Rights to which such holder is entitled, shall have been exercised in accordance with the provisions hereof.

5.11Notices

Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by the holder of any Rights to or on the Company shall be sufficiently given or made if delivered, sent by first-class mail, postage prepaid, or by fax (with, in the case of fax, an original copy of the notice or demand sent by first class mail, postage prepaid, to the Company following the giving of the notice or demand by fax), addressed (until another address is filed in writing with the Rights Agent) as follows:

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IPSCO Inc.
P.O. Box 1670
Regina, Saskatchewan
S4P 3C7

Attention: Vice President and Chief Financial Officer
Fax: (306) 924-7413

Any notice or demand authorized or required by this Agreement to be given or made by the Company or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered, sent by first-class mail, postage prepaid, or by fax (with, in the case of fax, an original copy of the notice or demand sent by first class mail, postage prepaid, to the Rights Agent following the giving of the notice by fax), addressed (until another address is filed in writing with the Company) as follows:

Computershare Trust Company of Canada
530 - 8th Avenue SW, 6th Floor
Calgary, Alberta
T2P 3S8

Attention: Manager, Corporate Trust Services
Fax: (403) 267-6529

Notices or demands authorized or required by this Agreement to be given or made by the Company or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered, sent by first-class mail, postage prepaid, or by fax (with, in the case of fax, an original copy of the notice or demand sent by first class mail, postage prepaid, to the holder following the giving of the notice or demand by fax), addressed to such holder at the address of such holder as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares in the case of holders of Rights.

Any notice given or made in accordance with this Section 5.11 shall be deemed to have been given and to have been received on the day of delivery, if so delivered, on the third Business Day (excluding each day during which there exists any general interruption of postal service due to strike, lockout or other cause) following the mailing thereof, if so mailed, and on the day of faxing provided such sending is during the normal business hours of the addressee on a Business Day and if not, on the first Business Day thereafter). Each of the Company and the Rights Agent may from time to time change its address for notice by notice to the other given in the manner aforesaid.

If mail service is or is threatened to be interrupted at a time when the Company or the Rights Agent wishes to give a notice or demand hereunder to or on the holders of the Rights, the Company or the Rights Agent may, notwithstanding the foregoing provisions of this Section 5.11, give such notice by means of publication once in the business section of both the Financial Post and The Globe & Mail and, so long as the Company has a transfer agent in the United States, in a daily publication in the United States designated by the Company, or in such other publication or publications as may be designated by the Company and notice so published shall be deemed to have been given on the date on which the first publication of such notice in any such publication has taken place.

5.12Costs of Enforcement

The Company agrees that if the Company or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfil any of its obligations pursuant to this Agreement, then the Company or such Person will reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder in actions to enforce his rights pursuant to any Rights or this Agreement.

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5.13Successors

All of the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and enure to the benefit of their respective successors and assigns hereunder.

5.14Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of the Rights.

5.15Descriptive Headings

Descriptive headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

5.16Governing Law

This Agreement and each Right issued hereunder shall be deemed to be a contract made under the laws of the Province of Saskatchewan and for all purposes shall be governed by and construed in accordance with the laws of such Province applicable to contracts to be made and performed entirely within such Province.

5.17Counterparts

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5.18Severability

If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective only as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.

29

5.19Time of the Essence

Time shall be of the essence in this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date noted above.

IPSCO INC.
By:	/s/ George H. Valentine
By:	/s/ Raymond J. Rarey
COMPUTERSHARE TRUST COMPANY OF CANADA
By:	/s/ illegible signature
By:	/s/ Carol Kinmond

30

EXHIBIT A

[Form of Rights Certificate]

Certificate No.         Rights

THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN PARAGRAPH 3.01(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR TRANSFEREES OF AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM MAY BECOME VOID.

Rights Certificate

This certifies that                , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of the 14th day of March, 1990, as amended, (the “Rights Agreement”) between IPSCO Inc., a corporation continued under the Canada Business Corporations Act (the “Company”) and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Rights Agreement), one fully paid common share of the Company (a “Common Share”) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise (in the form hereinafter provided) duly executed and submitted to the Rights Agent at its principal office in any of the Cities of Vancouver, Calgary, Regina, Winnipeg, Toronto or Montreal. The Exercise Price shall initially be CDN $200.00 per Right and shall be subject to adjustment in certain events as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the registered office of the Company and are available upon written request.

This Rights Certificate, with or without other Rights Certificates, upon surrender at any of the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Right Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any securities which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the Rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Date:
IPSCO INC.
By:		By:
Countersigned:
COMPUTERSHARE TRUST COMPANY OF CANADA
By:
	Authorized Signature

2

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder
desires to transfer the Rights Certificates)

FOR VALUE RECEIVED                      hereby sells, assigns and transfers to                                                                                .

(Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right, title and interest therein, and hereby irrevocably constitutes and appoints                     as attorney, to transfer the within Rights on the books of the Company, with full power of substitution.

Dated:
Signature Guaranteed:
	Signature
	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada.

CERTIFICATE
(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement.

Signature

[To be attached to each Rights Certificate]

FORM OF ELECTION TO EXERCISE

TO:  IPSCO INC.

The undersigned hereby irrevocably elects to exercise                  whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of:

(Name)

(Street)

(City and Province)

(Postal Code)

SOCIAL INSURANCE OR OTHER TAXPAYER IDENTIFICATION NUMBER

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

(Name)

(Street)

(City and Province)

(Postal Code)

SOCIAL INSURANCE OR OTHER TAXPAYER IDENTIFICATION NUMBER

Dated:
Signature Guaranteed:
	Signature
	(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)

Signature must be guaranteed by a member firm of a recognized stock exchange in Canada, a registered national securities exchange in the United States, a member of the Investment Dealers Association of Canada or National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Canada.

CERTIFICATE
(To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any Person acting jointly or in concert with any of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Rights Agreement.

Signature

NOTICE

In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the Beneficial Owner of the Right evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement.) No Rights Certificates shall be issued in exchange for a Rights Certificate owned or deemed to have been owned by an Acquiring Person or an Affiliate or Associate thereof, or by a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof.

2

EX-4.2

Exhibit 4.2

IPSCO Inc.

2005 Form 10-K

IPSCO INC.,

as Issuer,

THE GUARANTORS PARTY HERETO,

as Guarantors,

and

WELLS FARGO BANK MINNESOTA, N.A.,

as Trustee

INDENTURE

Dated as of June 18, 2003

$200,000,000

8 3/4% Senior Notes due 2013

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310(a)	(1)		7.10
(a)	(2)		7.10
(a)	(3)		N.A.
(a)	(4)		N.A.
(a)	(5)		N.A.
(b)			7.08; 7.10
(b)	(1)		7.10
(c)			N.A.
311(a)			7.11
(b)			7.11
(c)			N.A.
312(a)			2.06
(b)			11.03
(c)			11.03
313	(a)		7.06
(b)	(1)		N.A.
(b)	(2)		7.06
(c)			7.06; 11.02
(d)			7.06
314(a)			4.02; 4.04; 11.02
(b)			N.A.
(c)	(1)		11.04
(c)	(2)		11.04
(c)	(3)		N.A.
(d)			N.A.
(e)			11.05
(f)			N.A.
315(a)			7.01(b)
(b)			7.05; 11.02
(c)			7.01(a)
(d)			7.01(c)
(e)			6.12
316(a)	(last sentence)		2.10
(a)	(1)(A)		6.05
(a)	(1)(B)		6.04
(a)	(2)		N.A.
(b)			6.08
(c)			8.04
317(a)	(1)		6.09
(a)	(2)		2.05; 7.12
318(a)			11.01

N.A. means Not Applicable

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture

TABLE OF CONTENTS

			Page
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION	1.01	Definitions	1
SECTION	1.02	Other Definitions	29
SECTION	1.03	Incorporation by Reference of Trust Indenture Act	30
SECTION	1.03	Rules of Construction	31
ARTICLE TWO
THE NOTES
SECTION	2.01	Amount of Notes	31
SECTION	2.02	Form and Dating	32
SECTION	2.03	Execution and Authentication	33
SECTION	2.04	Registrar and Paving Agent	33
SECTION	2.05	Paying Agent To Hold Money in Trust	34
SECTION	2.06	Holder Lists	34
SECTION	2.07	Transfer and Exchange	35
SECTION	2.08	Replacement Notes	35
SECTION	2.09	Outstanding Notes	36
SECTION	2.10	Treasury Notes	36
SECTION	2.11	Temporary Notes	37
SECTION	2.12	Cancellation	37
SECTION	2.13	Defaulted Interest	37
SECTION	2.14	CUSIP Number	38
SECTION	2.15	Deposit of Moneys	38
SECTION	2.16	Book-Entry Provisions for Global Notes	38
SECTION	2.17	Special Transfer Provisions	40
SECTION	2.18	Computation of Interest	43
SECTION	2.19	Issuance of Additional Notes	43
ARTICLE THREE
REDEMPTION
SECTION	3.01	Election To Redeem; Notices to Trustee	44
SECTION	3.02	Selection by Trustee of Notes To Be Redeemed	44
SECTION	3.03	Notice of Redemption	45

I

			Page
SECTION	3.04	Effect of Notice of Redemption	46
SECTION	3.05	Deposit of Redemption Price	46
SECTION	3.06	Notes Redeemed in Part	46
SECTION	3.07	Optional Redemption	47
SECTION	3.08	Tax Redemption	47
SECTION	3.09	Purchase of Notes	48
ARTICLE FOUR
COVENANTS
SECTION	4.01	Payment of Notes	48
SECTION	4.02	Reports to Holders	48
SECTION	4.03	Waiver of Stay, Extension or Usury Laws	49
SECTION	4.04	Compliance Certificate	49
SECTION	4.05	Taxes	50
SECTION	4.06	Limitations on Additional Indebtedness	50
SECTION	4.07	Limitations on Restricted Payments	53
SECTION	4.08	Limitations on Liens	55
SECTION	4.09	Limitations on Transactions with Affiliates	56
SECTION	4.10	Limitation on Asset Sales	58
SECTION	4.11	Limitation on the Issuance or Sale of Equity Interests of Restricted Subsidiaries	60
SECTION	4.12	Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries	60
SECTION	4.13	[Reserved]	62
SECTION	4.14	Legal Existence	62
SECTION	4.15	Change of Control Offer	62
SECTION	4.16	Payment of Additional Amounts	64
SECTION	4.17	RESERVED	65
SECTION	4.18	Limitations on Layering Indebtedness	65
SECTION	4.19	Limitations on Designation of Unrestricted Subsidiaries	66
SECTION	4.20	Limitations on Sale and Leaseback Transactions	67
SECTION	4.21	Conduct of Business	67
ARTICLE FIVE
SUCCESSOR CORPORATION
SECTION	5.01	Limitation on Mergers, Amalgamations, Consolidations, Etc.	68

II

			Page
ARTICLE SIX
DEFAULTS AND REMEDIES
SECTION	6.01	Events of Default	70
SECTION	6.02	Acceleration	72
SECTION	6.03	Other Remedies	72
SECTION	6.04	Waiver of Past Defaults and Events of Default	73
SECTION	6.05	Control by Majority	73
SECTION	6.06	Limitation on Suits	73
SECTION	6.07	No Personal Liability of Directors, Officers, Employees and Stockholders	74
SECTION	6.08	Rights of Holders To Receive Payment	74
SECTION	6.09	Collection Suit by Trustee	74
SECTION	6.10	Trustee May File Proofs of Claim	75
SECTION	6.11	Priorities	75
SECTION	6.12	Undertaking for Costs	75
ARTICLE SEVEN
TRUSTEE
SECTION	7.01	Duties of Trustee	76
SECTION	7.02	Rights of Trustee	77
SECTION	7.03	Individual Rights of Trustee	78
SECTION	7.04	Trustee’s Disclaimer	78
SECTION	7.05	Notice of Defaults	79
SECTION	7.06	Reports by Trustee to Holders	79
SECTION	7.07	Compensation and Indemnity	79
SECTION	7.08	Replacement of Trustee	80
SECTION	7.09	Successor Trustee by Consolidation, Merger, Etc.	81
SECTION	7.10	Eligibility; Disqualification	81
SECTION	7.11	Preferential Collection of Claims Against Issuer	82
SECTION	7.12	Paying Agents	82
ARTICLE EIGHT
AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION	8.01	Without Consent of Holders	82
SECTION	8.02	With Consent of Holders	83
SECTION	8.03	Compliance with Trust Indenture Act	85
SECTION	8.04	Revocation and Effect of Consents	85

III

			Page
SECTION	8.05	Notation on or Exchange of Notes	85
SECTION	8.06	Trustee To Sign Amendments, Etc	86
ARTICLE NINE
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION	9.01	Discharge of Indenture	86
SECTION	9.02	Legal Defeasance	87
SECTION	9.03	Covenant Defeasance	87
SECTION	9.04	Conditions to Legal Defeasance or Covenant Defeasance	88
SECTION	9.05	Deposited Money and U.S. Government Obligations To BeHeld in Trust; Other Miscellaneous Provisions	89
SECTION	9.06	Reinstatement	90
SECTION	9.07	Moneys Held by Paying Agent	90
SECTION	9.08	Moneys Held by Trustee	90
ARTICLE TEN
GUARANTEE OF NOTES
SECTION	10.01	Note Guarantee	91
SECTION	10.02	Execution and Delivery of Note Guarantee	93
SECTION	10.03	Limitation of Note Guarantee	93
SECTION	10.04	Additional Guarantors	93
SECTION	10.05	Release of Guarantor	94
SECTION	10.06	Waiver of Subrogation	94
ARTICLE ELEVEN
MISCELLANEOUS
SECTION	11.01	Trust Indenture Act Controls	95
SECTION	11.02	Notices	95
SECTION	11.03	Communications by Holders with Other Holders	97
SECTION	11.04	Certificate and Opinion as to Conditions Precedent	97
SECTION	11.05	Statements Required in Certificate and Opinion	97
SECTION	11.06	Rules by Trustee and Agents	97
SECTION	11.07	[Reserved].	98
SECTION	11.08	Governing Law	98
SECTION	11.09	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	98
SECTION	11.10	No Adverse Interpretation of Other Agreements	99
SECTION	11.11	No Recourse Against Others	99

IV

			Page
SECTION	11.12	Successors	99
SECTION	11.13	Multiple Counterparts	100
SECTION	11.14	Table of Contents, Headings. Etc.	100
SECTION	11.15	Separability	100
SECTION	11.16	Judgment Currency	100

EXHIBITS
Exhibit A.	Form of Note	A-1
Exhibit B.	Form of Private Placement Legend	B-1
Exhibit C.	Form of Legend for Global Note	C-l
Exhibit D.	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Institutional Accredited Investors	D-l
Exhibit E.	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S	E-l
Exhibit F.	Form of Note Guarantee	F-l
Exhibit G.	Form of Legend Applicable to Canadian Holders	G-l

V

INDENTURE, dated as of June 18, 2003, between IPSCO INC., a company incorporated under the laws of Canada, as issuer (the “Issuer”), the Guarantors (as defined herein) and WELLS FARGO BANK MINNESOTA, N.A., as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01Definitions.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary) existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Additional Notes” means, subject to the Issuer’s compliance with Section 4.06, 8 3/4% Senior Notes due 2013, if any, issued from time to time after the Issue Date pursuant to Section 2.19.

“Affiliate” of any Person means any other Person, which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means any Registrar, Paying Agent, or agent for service of notices and demands.

“amend” means to amend, supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a correlative meaning.

“asset” means any asset or property.

“Asset Acquisition” means

(1)an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or

(2)the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”) in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries other than in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:

(1)transfers of cash or Cash Equivalents;

(2)transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 5.01;

(3)Section 4.07; Permitted Investments and Restricted Payments permitted under

(4)the creation or realization of any Permitted Lien;

(5)transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s reasonable judgment, are no longer used or useful in the business of the Issuer or its Restricted Subsidiaries;

(6)sales of accounts receivable of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the Fair Market Value thereof; and

(7)any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $2.5 million.

“Attributable Indebtedness” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate

2

equivalent to the implied rate in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar U.S. federal or state or Canadian federal or provincial law for the relief of debtors.

“Board of Directors” means, with respect to any Person, the board of directors or comparable governing body of such Person.

“Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors oft he Issuer or a Guarantor, as appropriate, and to be in full force and effect, and, as so certified, delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York or Toronto are authorized or required by law to close.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means:

(1)marketable obligations with a maturity of 360 days or less issued or directly and fully guaranteed or insured by the United States of America or Canada or

any agency or instrumentality thereof (provided that the full faith and credit of the United States of America or Canada is pledged in support thereof);

(2)demand and time deposits and certificates of deposit or acceptances with a maturity of 180 days or less of any U.S. financial institution that is a member of the Federal Reserve System or any bank organized under the laws of Canada having combined capital and surplus and undivided profits of not less than $500 million and, in the case of any such U.S. financial institution, is assigned at least a “B” rating by Thomson Financial Bank Watch;

(3)commercial paper maturing no more than 180 days from the date of purchase thereof issued by a corporation that is not the Issuer or an Affiliate of the Issuer, and is organized under the laws of any State of the United States of America or the District of Columbia or Canada or any province or territory thereof and rated at least A-2 by S&P, at least P-2 by Moody’s or R-l (1ow) by DBRS;

3

(4)repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above; and

(5)investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the total outstanding Voting Stock of the Issuer;

(2)during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election to such Board of Directors or whose nomination for election by the stockholders of the Issuer was approved by a vote of the majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Issuer;

(3)(a) all or substantially all of the assets of the Issuer and the Restricted Subsidiaries are sold or otherwise transferred to any Person other than a Wholly-Owned Restricted Subsidiary or (b) the Issuer consolidates or merges with or into another Person or any Person consolidates, amalgamates or merges with or into the Issuer, in either case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons owning Voting Stock representing in the aggregate a majority of the total voting power of the Voting Stock of the Issuer immediately prior to such consummation do not own Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer or the surviving or transferee Person; or

(4)the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer.

“Common Stock” of any Person means all Equity Interests of such Person that are generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that shall control the management and policies of such Person.

4

“Company Request” means any written request signed in the name of the Issuer by anyone of the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Controller or the Treasurer of the Issuer and attested to by the Secretary or any Assistant Secretary of the Issuer.

“Consolidated Amortization Expense” for any period means the amortization expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash Flow” for any period means, without duplication, the sum of the amounts for such period of

(1)Consolidated Net Income, plus

(2)in each case only to the extent deducted in determining Consolidated Net

Income and with respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary that is not a Guarantor only if a corresponding amount would be permitted at the date of determination to be distributed to the Issuer by such Restricted

Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders,

(a)Consolidated Income Tax Expense,

(b)Consolidated Amortization Expense (but only to the extent not included in Consolidated Fixed Charges),

(c)Consolidated Depreciation Expense (but only to the extent not included in Consolidated Fixed Charges),

(d)Consolidated Fixed Charges, and

(e)all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period,

in each case determined on a consolidated basis in accordance with GAAP, minus

(3)the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period.

“Consolidated Depreciation Expense” for any period means the depreciation expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

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“Consolidated Fixed Charge Coverage Ratio” means the ratio of Consolidated Cash Flow during the most recent four consecutive full fiscal quarters for which financial statements are publicly available (the “Four-Quarter Period” ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date” to Consolidated Fixed Charges for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1)the incurrence of any Indebtedness or the issuance of any Preferred Stock of the Issuer or any Restricted Subsidiary (and the application of the proceeds there from) and any repayment of other Indebtedness or redemption of other Preferred Stock (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(2)any Asset Sale or other disposition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition or other disposition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.

If the Issuer or any Restricted Subsidiary directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if the Issuer or such Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.

In calculating Consolidated Fixed Charges for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio:

(1)interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which shall continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

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(2)if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date shall be deemed to have been in effect during the Four-Quarter Period; and

(3)notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such Hedging Agreements.

“Consolidated Fixed Charges” for any period means the sum, without duplication, of the total interest expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and shall also include, without duplication,

(1)imputed interest on Capitalized Lease Obligations, obligations under conditional sale and other title retention programs and Attributable Indebtedness,

(2)commissions and discounts owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings,

(3)the net costs associated with Hedging Obligations of the type described in clause (1) of the definition thereof,

(4)amortization of debt issuance costs and debt discount or premium,

(5)the interest portion of any deferred payment obligations,

(6)all other non-cash interest expense,

(7)capitalized interest,

(8)the product of (a) all dividend payments on any series of Preferred Stock of the Issuer or any Restricted Subsidiary (other than any such Preferred Stock held by the Issuer or a Wholly-Owned Restricted Subsidiary), to the extent not deductible or creditable for tax purposes multiplied by (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, foreign, state, provincial and local statutory tax rate of the Issuer and the Restricted Subsidiaries, expressed as a decimal,

(9)all interest payable with respect to discontinued operations,

(10)all interest on any Indebtedness of any other Person guaranteed by the Issuer or any Restricted Subsidiary but solely to the extent such Person is in default under

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such Indebtedness or such interest is currently payable by the Issuer or any Restricted Subsidiary, and

(11)all interest payable with respect to any Indebtedness (other than any such Indebtedness held by the Issuer or a Wholly-Owned Restricted Subsidiary) of the Issuer or any Restricted Subsidiary to the extent such Indebtedness is treated as equity in accordance with GAAP;

provided that, notwithstanding the foregoing, any interest or dividends of the type described in this definition shall be excluded from Consolidated Fixed Charges to the extent paid in shares of the Issuer’s Common Stock.

“Consolidated Income Tax Expense” for any period means the provision for taxes of the Issuer and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” for any period means the net income (or loss) ofthe Issuer and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(1)the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Issuer or any of its Wholly-Owned Restricted Subsidiaries during such period;

(2)except to the extent includible in the consolidated net income of the Issuer pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Issuer or any Restricted Subsidiary;

(3)the net income of any Restricted Subsidiary that is not a Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period, except that the Issuer’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income;

(4)for the purposes of calculating the Restricted Payments Basket only, in the case of a successor to the Issuer by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;

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(5)other than for purposes of calculating the Restricted Payments Basket, any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the Issuer or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary or (b) any asset sale by the Issuer or any Restricted Subsidiary; and

(6)other than for purposes of calculating the Restricted Payments Basket, any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Issuer or any Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to clause (3)(d) of the first paragraph of Section 4.07 or decreased the amount of Investments outstanding pursuant to clause (12) of the definition of “Permitted Investments” shall be excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is as set forth in Section 11.02.

“Coverage Ratio Exception” has the meaning set forth in the proviso in the first paragraph of Section 4.06.

“Credit Agreement” means the Amended and Restated Revolving Credit Agreement dated as of October 13, 2000 by and among the Issuer and the Guarantors, as Borrowers, The Toronto-Dominion Bank, as agent, and the other lenders named therein, and one or more other debt facilities of the Issuer and/or the Guarantors, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion ofthe Indebtedness under such agreement or agreements, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“DBRS” means Dominion Bond Rating Service Limited, and its successors.

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“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Designation” has the meaning given to this term in Section 4.19.

“Designation Amount” has the meaning given to this term in Section 4.19.

“Disqualified Equity Interests” of any Person means any Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, shall not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that is not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the final maturity date of the Notes shall not constitute Disqualified Equity Interests if the change in control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under Section 4.15 and such Equity Interests specifically provides that the Issuer shall not redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to the provisions described under Section 4.15.

“DTC” means The Depository Trust Company, its nominee or successor.

“Equity Interests” of any Person means (l) any and all shares or other equity interests (including Common Stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” has the meaning provided in the Registration RightsAgreement.

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“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by the Board of Directors of the Issuer or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee.

“First Preferred Shares” means the Issuer’s 6,000,000 Cdn$25.00 original liquidation value, first preferred shares Series 1 issued and outstanding on the date hereof.

“GAAP” means generally accepted accounting principles in Canada, as in effect from time to time.

“guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“General Scrap Facilities” means one or more debt facilities of General Scrap Partnership or any of its Subsidiaries, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement or agreements, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

“Guarantors” means each Restricted Subsidiary of the Issuer that has been a borrower under or has executed a guarantee of Indebtedness under the Credit Agreement, and each other Person that is required to become a Guarantor by the terms of this Indenture after the Issue Date, in each case, until such Person is released from its Note Guarantee.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) foreign exchange contracts, currency swap agreements or other

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similar agreement or arrangement, or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Holder” means any registered holder, from time to time, of the Notes.

“incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or, indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Person at any date means, without duplication:

(1)all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto);

(4)all obligations of such Person to pay the deferred and unpaid purchase price of assets;

(5)the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;

(6)all Capitalized Lease Obligations of such Person;

(7)all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(8)all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis;

(9)all Attributable Indebtedness;

(10)all Hedging Obligations of such Person; and

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(11) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

For the avoidance of doubt, “Indebtedness” of any Person shall not include:

(i)     current trade payables incurred in the ordinary course of business and payable in accordance with customary practices;

(ii)    deferred tax obligations;

(iii)   minority interest;

(iv)    uncapitalized interest;

(v)     non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business; and

(vi)    obligations of the Issuer or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements relating to, the purchase of raw materials or the sale of inventory at a time in the future entered into in the ordinary course of business.

Any Indebtedness which is incurred at a discount to the principal amount at maturity thereof shall be deemed to have been incurred at the discounted principal amount at maturity thereof based on the implied rate in the transaction. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture.

“Indenture” means this Indenture as amended, restated or supplemented from time to time.

“Independent Director” means a director of the Issuer who

(1)has no financial interest in the transaction at issue;

(2)does not have any material financial interest in the Issuer or any of its Affiliates (other than as a result of holding securities of the Issuer); and

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(3) has not and whose Affiliates have not, at any time during the twelve months prior to the taking of any action hereunder, received, or entered into any understanding or agreement to receive, any compensation, payment or other benefit from the Issuer or any of its Affiliates, other than directors’ fees for serving on the Board of Directors of the Issuer or any Affiliate and reimbursement of out-of-pocket expenses for attendance at the Issuer’s or Affiliate’s board and board committee meetings.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Issuer’s Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Issuer and its Affiliates.

“Initial Purchasers” means UBS Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, CIBC World Markets Corp., TD Securities (USA) Inc. and Wells Fargo Securities, LLC.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes.

“Interest Payment Date” means each semiannual interest payment date on June 1 and December 1 of each year, commencing December 1,2003.

“Investment Grade” designates a rating of BBB- or higher by S&P, Baa3 or higher by Moody’s or BBB(low) by DBRS or the equivalent of such ratings by S&P, Moody’s or DBRS. In the event that the Issuer shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be used.

“Investments” of any Person means:

(1)all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

(2)all purchases {or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person;

(3)all other items that would be classified as investments (including purchases of assets outside the ordinary course of business) on a balance sheet of such Person prepared in accordance with GAAP; and

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(4)the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.19. If the Issuer or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value ofthe Equity Interests of and all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined by the Board of Directors. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in the third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in the third Person. Notwithstanding the foregoing, purchases or redemptions of Equity Interests or debt instruments of the Issuer or any wholly-owned Subsidiary shall be deemed not to be Investments.

“Issue Date” means June 18,2003.

“Legend Applicable to Canadian Holders” means a legend set forth in Exhibit G.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Maturity Date” means June 1,2013.

“Montpelier Sale and Leaseback Obligations” means the obligations of IPSCO Steel Inc. to make payments pursuant to the Equipment Lease, dated as of October 13,2000 between State Street Bank and Trust Company of Connecticut, National Association (in its capacity as trustee under IPSCO Statutory Trust No. 2000-1), as lessor, IPSCO Steel Inc., as lessee, as in effect on the Issue Date and as amended after the Issue Date in any manner that does not materially increase the obligations thereunder.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

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(1)brokerage commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;

(2)provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

(3)amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;

(4)payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and

(5)appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers’ Certificate delivered to the Trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds;

provided, that the term “Net Available Proceeds” shall not include the proceeds of any Asset Sale entered into during any Suspension Period.

“Non-Recourse Indebtedness” means Indebtedness of an Unrestricted Subsidiary:

(1)as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3)as to which the lenders have been notified in writing that they shall not have any recourse to the Equity Interests or assets of the Issuer or any Restricted Subsidiary.

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“Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S.

“Note Guarantee” means a guarantee of the Notes by a Guarantor.

“Notes” means the 8 3/4% Senior Notes due 2013 issued by the Issuer, including, without limitation, the Original Notes, Additional Notes, if any, the Private Exchange Notes, if any, and the Exchange Notes, constituting a single class of securities, as amended or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture.

“Obligation”means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering means the offering pursuant to the Offering Memorandum of the Notes to be issued on the Issue Date.

“Offering Memorandum” means the Offering Memorandum dated June 13,2003 pursuant to which the Notes issued on the Issue Date were offered.

“Officer” means any of the following of the Issuer: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion reasonably satisfactory in form and substance to the Trustee from legal counsel, which counsel is reasonably acceptable to the Trustee, including the matters required by Section 11.05 and delivered to the Trustee.

“Original Notes” means $200.0 million of Notes issued on the Issue Date.

“Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor that ranks pari passu as to payment with the Notes or the Note Guarantees, as applicable.

“Permitted Business” means the businesses engaged in by the Issuer and its Subsidiaries on the Issue Date as described in the Offering Memorandum and businesses that are reasonably related thereto or constitute reasonable extensions thereof.

“Permitted Investment” means:

(1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) in any Person that is or shall become immediately after such

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Investment a Restricted Subsidiary or that shall merge, amalgamate or consolidate with or into the Issuer or a Restricted Subsidiary;

(2)Investments in the Issuer by any Restricted Subsidiary;

(3)loans and advances to directors, employees and officers of the Issuer and the Restricted Subsidiaries for bona fide business purposes not in excess of $5.0 million at anyone time outstanding;

(4)Hedging Obligations incurred pursuant to clause (4) of the second paragraph of Section 4.06;

(5)Cash Equivalents;

(6)receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(7)Investments in securities of trade creditors or customers received pursuant to any plan of compromise, arrangement or reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(8)Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.10;

(9)lease, utility and other similar deposits in the ordinary course of business;

(10)Investments made by the Issuer or a Restricted Subsidiary for consideration consisting only of Qualified Equity Interests of the Issuer;

(11)stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;

(12)Investments in joint ventures in an aggregate amount not to exceed $35.0 million at anyone time outstanding;

(13)any Investment by the Issuer or a Restricted Subsidiary of the Issuer in a Securitization Entity; provided that such Investment is in the form of a Purchase Money Note or an equity interest or interests in accounts receivable generated by the Issuer or any of its Restricted Subsidiaries; and

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(14)Investments in an aggregate amount not to exceed $30.0 million at any one time outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value).

The amount of Investments outstanding at any time shall be deemed to be reduced:

(a)upon the disposition or repayment of or return on any Investment, by an amount equal to the return of capital with respect to such Investment to the Issuer or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and

(b)upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding.

“Permitted Liens” means the following types of Liens:

(1)Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which

the Issuer or the Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(2)Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, repairmen’s and other like Liens;

(3)Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(4)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(5)judgment Liens not giving rise to a Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the proceedings may be initiated has not expired;

(6)easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property or immaterial imperfections of title which do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole;

(7)Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;

(8)Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff;

(9)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(10)leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer or any Restricted Subsidiary;

(11)Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(12)Liens securing all of the Notes and Liens securing any Note Guarantee;

(13)Liens existing on the Issue Date securing Indebtedness outstanding on the

(14)Liens in favor of the Issuer or any Restricted Subsidiary;

(15)Liens on accounts receivables, inventory, books, records, supporting obligations and contracts and other rights related thereto securing Indebtedness under the Credit Agreement;

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(16)Liens securing Purchase Money Indebtedness and Liens securing Capitalized Lease Obligations to the extent such Liens do not extend to any property or assets other than the property or assets acquired after the. Issue Date;

(17)Liens securing Acquired Indebtedness permitted to be incurred under this Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

(18)Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Issuer or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof);

(19)Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in this definition; provided that in each case such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

(20)Liens to secure Attributable Indebtedness (including, without limitation, Liens securing the Montpelier Sale and Leaseback Obligations) and/or that are incurred pursuant to Section 4.20; provided that any such Lien shall not extend to or cover any assets of the Issuer or any Restricted Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred;

(21)Liens existing on the Issue Date;

(22)Liens on accounts receivable, inventory, books, records and supporting obligations, contracts and other rights related thereto and Cash Equivalents securing Hedging Obligations incurred in compliance with clause (4) of the second paragraph of Section 4.06;

(23)pledges of or Liens on raw materials or on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such raw materials or manufactured products;

(24)Liens in favor of banks that arise under Article 4 of the UCC on items in collection and documents relating thereto and proceeds thereof and Liens arising under Section 2-711 of the Uniform Commercial Code;

(25)Liens occurring solely by the filing of a Uniform Commercial Code statement, which filing has not been consented to by the Issuer or any Restricted Subsidiary;

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(26)any obligations or duties affecting any property of the Issuer or any Restricted Subsidiary to any municipality or public authority with respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purposes for which it is held;

(27)undetermined or inchoate Liens arising in the ordinary course of business which have not at such time been filed pursuant to Law against the Person or which relate to obligations not due or delinquent;

(28)Liens affecting real property of the Person which are: (i) title defects, encroachments or irregularities of a minor nature; or (ii) restrictions, easements, rights of way, servitudes or other similar rights in land (including, without restriction, rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other Persons, and in each case to the extent that such Liens relate to real property that is material to the business of the Person, such Liens do not materially interfere with the use of such real property by the Person;

(29)Liens affecting real property of the Person which are leasehold or license interests and relating to real property that is not otherwise required in the conduct of the business of such Person;

(30)the right reserved to or vested in any governmental entity by any statutory provision, or by the terms of any lease, license, franchise, grant or permit of the Person, to terminate any such lease, license, franchise, grant or permit or to require annual or other payments as a condition to the continuance thereof;

(31)any Liens resulting from security given to a public utility or governmental entity when required by such utility or governmental entity in connection with the operation of the business of such Person;

(32)the reservation, limitations, provisions and conditions, if any, expressed in any original grants of real property from the Crown;

(33)covenants restricting or prohibiting access to or from real property abutting on controlled access highways, which do not adversely impair in any material respect the use of the real property concerned in the operation of the business conducted on such real property;

(34)Liens arising or that may be deemed to arise on accounts receivable, books, records and contracts, supporting obligations and other rights related thereto in favor of a Securitization Entity arising in connection with a Qualified Securitization Transaction; and

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(35)Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary with respect to obligations (other than Indebtedness) that do not in the aggregate exceed $10.0 million at anyone time outstanding.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Physical Notes” means certificated Notes in registered form in substantially the form set forth in Exhibit A.

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other preferred or preference equity interests (however designated) of such Person whether now outstanding or issued after the Issue Date.

“principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.

“Private Exchange” has the meaning set forth in the Registration Rights Agreement.

“Private Exchange Notes” has the meaning set forth in the Registration Rights Agreement.

“Private Placement Legend” means a legend in the form set forth in Exhibit B.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost plus the amount of fees and expenses associated with such purchase and the financing thereof, (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached and (3) such Indebtedness shall

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be incurred within 90 days after such acquisition of such asset by the Issuer or such Restricted Subsidiary or such installation, construction or improvement.

“Purchase Money Note” means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other Indebtedness owed to, the Issuer or any if its Restricted Subsidiaries in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

“Qualified Equity Interests” means Equity Interests of the Issuer other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of the Issuer or financed, directly or indirectly, using funds (1) borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by the Issuer or any Subsidiary of the Issuer (including, without limitation, in respect of any employee stock ownership or benefit plan).

“Qualified Equity Offering” means the issuance and sale of Qualified Equity Interests of the Issuer to any Person who is not, prior to such issuance and sale, an Affiliate of the Issuer.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer, any Restricted Subsidiary or a Securitization Entity pursuant to which the Issuer or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, conveyor otherwise transfer to, or grant a security interest in for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted Subsidiary which subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any Restricted Subsidiary which arose in the ordinary course of business of the Issuer or such Restricted Subsidiary, and any assets related thereto, including, books, records, and supporting obligations, contracts and other rights relating thereto which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided that the sum (the “Outstanding Receivables Amount”) of (i) the aggregate uncollected balances of the receivables so transferred (the “Transferred Receivables”) plus (ii) the aggregate amount of all collections on Transferred Receivables theretofore received by the seller but not yet remitted to the purchaser, in each case, at the date of determination, would not exceed $212.0 million

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A promulgated under the Securities Act.

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“Rating Agencies” means:

(a)S&P;

(b)Moody’s;

(c)DBRS; or

(d)if one or more of S&P, Moody’s or DBRS shall not make a rating of the Notes publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for S&P, Moody’s or DBRS, as the case may be.

“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning; provided that this definition shall not apply for purposes of Section 3.07.

“Redemption Date” when used with respect to any Note to be redeemed means the date fixed for such redemption pursuant to the terms of the Notes.

“Redesignation” has the meaning given to such term in Section 4.19.

“refinance” means to refinance, repay, prepay, replace, renew or refund.

“Refinancing Indebtedness” means Indebtedness of the Issuer or a Restricted Subsidiary issued in exchange for, or the net proceeds from the issuance and sale or disbursement of which are used substantially concurrently to redeem or refinance, in whole or in part, or constituting an amendment of, any Indebtedness of the Issuer or any Restricted Subsidiary (the “Refinanced Indebtedness”) in an amount not in excess of the amount of the Refinanced Indebtedness so repaid or amended plus costs and expenses associated therewith (or, if such Refinancing Indebtedness refinances Indebtedness under a revolving credit facility or other agreement providing a commitment for subsequent borrowings, with a maximum commitment not to exceed the maximum commitment under such revolving credit facility or other agreement); provided that:

(1)the Refinancing Indebtedness is the obligation of the same Person as that of the Refinanced Indebtedness;

(2)if the Refinanced Indebtedness was subordinated to or pari passu with the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is expressly pari passu with (in the case of Refinanced Indebtedness that was pari passu with) or subordinate in right of payment to (in the case of Refinanced Indebtedness that was subordinated to) the Notes or the Note Guarantees, as the case may be;

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(3)the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes;

(4)the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; and

(5)the Refinancing Indebtedness is secured only to the extent, if at all, and by the assets, that the Refinanced Indebtedness being repaid or amended is secured.

“Registration Rights Agreement” means the Registration Rights Agreement dated June 18,2003 among the Issuer, the Guarantors and the Initial Purchasers, as amended from time to time.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S- X” means Regulation S- X promulgated under the Securities Act.

“Relevant Taxing Jurisdiction” means Canada or any other jurisdiction in which the Issuer or any Guarantor is organized or resident for tax purposes or conducts business, or from which or through which payment is made, or any political subdivision thereof or therein.

“Responsible Officer” when used with respect to the Trustee, means an officer or assistant officer assigned to the corporate trust department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Note” has the same meaning as “restricted security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided, that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

“Restricted Payment” means any of the following:

(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Issuer or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities a such) of Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer but excluding (a) dividends or

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distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Issuer or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

(2)the redemption of any Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer but excluding any such Equity Interests held by the Issuer or any Restricted Subsidiary;

(3)any Investment other than a Permitted Investment; or

(4)any redemption prior to 91 days before the scheduled maturity or prior to 91 days before any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness.

“Restricted Payments Basket” has the meaning given to such term in Section 4.07.

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw,.Hill Companies, Inc., and its successors.

“Sale and Leaseback Transactions” means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securitization Entity” means any Unrestricted Subsidiary of the Issuer or any other corporation, trust or entity that is exclusively engaged in Qualified Securitization Transactions and activities relating directly thereto.

“Significant Subsidiary” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act

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as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under Section 6.01 has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“Subordinated Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary that is subordinated in right of payment to the Notes or the Note Guarantees, respectively.

“Subsidiary” means, with respect to any Person:

(1)any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled

(without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Suspension Period” means any period in which the Notes are rated Investment Grade by all three Rating Agencies and no Default or Event of Default has occurred and is continuing under this Indenture.

“Tax” shall mean any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“Taxing Authority” shall mean any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

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“Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance with Section 4.19 and (2) any Subsidiary of an Unrestricted Subsidiary.

“U.S.” and “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

“U.S. Government Obligations” means direct non-callable obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by

multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Issuer or through one or more Wholly-Owned Restricted Subsidiaries.

SECTION 1.02Other Definitions

The definitions of the following terms may be found in the sections indicated as follows:

Term	Defined in Section
“actual knowledge”		7.02
“Additional Amounts”		4.16
“Affiliate Transaction”.		4.09
“Change of Control Offer”		4.15(a)
“Change of Control Payment Date” .		4.15(b)
“Change of Control Purchase Price” .		4.15(a)
“Clearstream” .		2.16(a).

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Term	Defined in Section
“Covenant Defeasance”	9.03
“DTC Agent Members”	2.16	(a)
“Euroclear”	2.16	(a)
“Events of Default”	6.01
“Excess Proceeds”	4.10
“Global Notes”	2.16	(a)
“Legal Defeasance”	9.02
“Judgment Currency”	11.16
“Net Proceeds Deficiency”	4.10
“Net Proceeds Offer”	4.10
“Offered Price”	4.10
“Other Notes”	2.02
“Outstanding Receivables Amount”	1.01
“Pari Pasu Indebtedness Price”	4.10
“Paying Agent”	2.04
“Payment Amount”	4.10
“Permitted Indebtedness”	4.06
“Refinanced Indebtedness”	1.01
“Register”	2.04
“Registrar”	2.04	2.
“Regulation S Global Note”	2.16	(a)
“Regulation S Notes”	2.02
“Restricted Global Note”	2.16	(a)
“Restricted Period”	2.16	(f)
“Rule 144 A Notes”	2.02
“Successor”	5.01
“Transaction Date”	1.01
“Transferred Receivables”	1.01

SECTION 1.03Incorporation by Reference of Trust Indenture Act

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. All terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by a rule of the SEC and not otherwise defined herein have the meanings therein assigned to them.

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SECTION 1.04Rules of Construction

Unless the context otherwise requires:

(a)a term has the meaning assigned to it herein, whether defined expressly or by reference;

(b)“or” is not exclusive;

(c)words in the singular include the plural, and in the plural include the singular;

(d)words used herein implying any gender shall apply to all genders;

(e)“herein,” “hereof’ and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subsection;

(t)unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with the definition of GAAP set forth in Section 1.01;

(g)“Dollars,” “United States Dollars” and “$” each refer to United States Dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts; and “Cdn $” refers to Canadian Dollars, or such other money of Canada that at the time of payment is legal tender for payment of public and private debts; and

(h)whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Interest to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof.

ARTICLE TWO

THE NOTES

SECTION 2.01Amount of Notes

The Trustee shall authenticate Original Notes for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon receipt of a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. In addition, the Trustee or an authenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate of the Issuer, authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the

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Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which such Notes are to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.19, such Officer’s Certificate of the Issuer shall certify that such issuance shall not be prohibited by Section 4.06.

Upon receipt of a Company Request and an Officers’ Certificate of the Issuer certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement is effective under the Securities Act and that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $200,000,000 for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence.

SECTION 2.02Form and Dating

The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rule or usage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall bear the Private Placement Legend and include the form of assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the Private Placement Legend and include the form of assignment set forth in Exhibit B and Notes distributed in Canada, if any, shall bear the Legend Applicable to Canadian Holders set forth in Exhibit G. Notes transferred pursuant to Section 2.17(a) (“Other Notes”) shall be represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall be substantially in the form set forth in Exhibit A (but shall not contain paragraph 11 thereof). Exchange Notes issued to Holders in Canada shall bear the Legend Applicable to Canadian Holders set forth in Exhibit G.

The terms and provisions contained in the Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. However, to the extent any provision of the Notes conflicts with the provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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The Notes may be presented for registration of transfer and exchange at the offices of the Registrar.

SECTION 2.03Execution and Authentication

One Officer shall sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with a Company Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Company Request, shall authenticate and deliver such Notes.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

SECTION 2.04Registrar and Paving Agent

The Issuer shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York) where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Issuer, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register (the “Register”) of the names and address of the Holders and the Notes and of their transfer and exchange. The Issuer may have one or more

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additional Paying Agents. The term “Paying Agent” includes any additional Paying Agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuer shall enter into an appropriate agency agreement, which shall incorporate applicable provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07.

The Issuer initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demand (subject to Section 11.09) in connection with the Notes and this Indenture.

SECTION 2.05Paying Agent To Hold Money in Trust

Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Notes (whether such money has been paid to it by the Issuer or any other obligor on the Notes or any Guarantor), and the Issuer and the Paying Agent shall notify the Trustee in writing of any default by the Issuer (or any other obligor on the Notes or any Guarantor) in making any such payment. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in clause (1) or (2) of Section 6.01 hereof, upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06Holder Lists

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. Such list shall be in written form or any other form capable of being converted into written form within a reasonable time. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. The Trustee may rely on the lists of Holders provided by the Issuer.

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SECTION 2.07Transfer and Exchange

Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or its attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request in accordance with Section 2.03 hereof. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuer may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11,3.06,4.10,4.15 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Note for a period of 15 days immediately preceding the mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except the unredeemed portion of any Note being redeemed in part.

Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in a Global Note shall be required to be reflected in a book entry.

Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities laws or Canadian provincial securities laws.

Neither the Trustee nor the Registrar shall have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any U.S. federal or state securities laws or Canadian provincial securities laws.

SECTION 2.08Replacement Notes

If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if (a) the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and (b) the requirements of Section 8-405 of the New York Uniform Commercial Code (or applicable provision at the time of such replacement) are met. If required by the Trustee or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of both to protect the Issuer, any Guarantors, the Trustee or any Paying Agent from

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any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Issuer for the Trustee’s expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute a contractual obligation of the Issuer.

In case any such mutilated, destroyed, lost or stolen Note has become, or shall become within 30 days, due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

SECTION 2.09Outstanding Notes

The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, in its capacity as such, on any Maturity Date or on any optional redemption date, money sufficient to pay all accrued interest and principal with respect to the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10Treasury Notes

In determining whether the Holders of the required principal amount of Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes owned by the Issuer or any Person directly or indirectly controlling or controlled by or under common control with the Issuer shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes as to which the Trustee has received an Officers’ Certificate of the Issuer stating that such Notes are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee’s

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right so to act with respect to the Notes and that the pledgee is not the Issuer, a Guarantor, any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11Temporary Notes

Until definitive Notes are prepared and ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes, which are printed, lithographed, typewritten, mimeographed or otherwise produced in any authorized denomination. Temporary Notes shall be substantially in the form of definitive Notes but may have insertions, omissions, substitutions and other variations that the Issuer considers appropriate for temporary Notes and that the Issuer shall have identified to the Trustee in writing. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.12Cancellation

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled Notes and deliver a certificate of destruction thereof to the Issuer unless the Issuer directs the Trustee in writing to deliver canceled Notes to the Issuer. The Issuer may not reissue or resell, or issue new Notes to replace, Notes that the Issuer has redeemed or paid, or that have been delivered to the Trustee for cancellation.

SECTION 2.13Defaulted Interest

If the Issuer defaults on a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with paragraph 1 of the Notes, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10 days before such special record date, the Issuer shall mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee.

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SECTION 2.14CUSIP Number

The Issuer in issuing the Notes may use one or more “CUSIP” or “ISIN” numbers, and if so, each such CUSIP or ISIN number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee of any such CUSIP or ISIN number used by the Issuer in connection with the issuance of the Notes and of any change in the CUSIP or ISIN number.

SECTION 2.15Deposit of Moneys

Prior to 10:00 a.m., New York City time, on each Interest Payment Date and the Maturity Date, the Issuer shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments due on such Interest Payment Date or the Maturity Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date or the Maturity Date, as the case may be. Except as otherwise provided herein, the principal and interest on Global Notes shall be payable to DTC or the nominee of DTC, as the case may be, as the sole registered owner and the sole holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent.

SECTION 2.16Book-Entry Provisions for Global Notes

(a)Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall each bear a legend as set forth in Exhibit C. The Global Notes initially shall (i) be registered in the name of DTC or the nominee of DTC, in each case, for credit to an account of DTC Agent Members (or, in the case of the Regulation S Global Note, DTC Agent Members (as defined below) holding for Euroclear System (“Euroclear”) and Clearstream Banking Societé Anonyme (“Clearstream”)) (ii) be delivered to the Trustee as custodian for DTC and (iii) in the case of the Restricted Global Notes or the Regulation S Global Notes, bear legends as set forth in Exhibit B.

Neither members of, nor direct or indirect participants in, DTC (“DTC Agent Members”) shall have any rights under this Indenture with respect to any Global Note held on their behalf by DTC, or the Trustee as its custodian, or under the Global Notes, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to

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any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)Transfers of Global Notes shall be limited to transfer of such Global Notes in whole, but not in part, to DTC, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of DTC, Euroclear and Clearstream and the provisions of Section 2.17. In addition, a Global Note shall be exchangeable for Physical Notes if (i) DTC notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note and the Issuer thereupon fails to appoint a successor depository within 90 days of such event, (ii) the Issuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of such Physical Notes, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes which has not been waived pursuant to Section 6.04 of this Indenture. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures).

(c)In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to clause (b) of this Section 2.16, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Issuer shall execute, and the Trustee shall upon receipt of a written order from the Issuer authenticate and make available for delivery, one or more Physical Notes of like tenor and amount.

(d)In connection with the transfer of any Global Note as an entirety to beneficial owners pursuant to clause (b) of this Section 2.16, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

(e)Any Physical Note delivered in exchange for an interest in a Global Note that is a Restricted Note pursuant to clause (b), (c) or (d) of this Section 2.16 shall, except as otherwise provided by clause (c) of Section 2.17, bear the Private Placement Legend unless the Issuer determines otherwise in compliance with applicable law.

(f)On or prior to the 40th day after the later of the commencement of the Offering and the Issue Date (such period through and including such 40th day, the “Restricted Period”), a beneficial interest in the Regulation S Global Note may be held only through Euroclear or Clearstream, as indirect participants in DTC, unless transferred to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee and the Issuer of a written certification from the transferor to the effect that such transfer

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is being made (i)(A) to a Person whom the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (B) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States, the provinces of Canada or any other jurisdiction.

(g)Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee (i) a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream and (ii) at the option of the Trustee and the Issuer, an Opinion of Counsel reasonably satisfactory to the Trustee and the Issuer to the effect that such transfer is in accordance with Regulation S or Rule 144, as the case may be.

(h)Any beneficial interest in a Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(i)The Holder of any Global Note may grant proxies and otherwise authorize any Person, including DTC Agent Members and Persons that may hold interests through DTC Agent Members, to take any action, which a Holder is entitled to take under this Indenture or the Notes.

SECTION 2.17Special Transfer Provisions.

(a)Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Note to any Institutional Accredited Investor, which is not a QIB, or to any Non-U.S. Person:

(i)the Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (A) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act, or such other date as such Note shall be freely transferable under Rule 144 as certified in an Officers’ Certificate or (B) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar and the Issuer a certificate substantially in the form of Exhibit D hereto and, at the request of the Registrar and the Issuer, an Opinion of Counsel reasonably satisfactory to the Registrar and the Issuer to the effect that such transfer is in accordance with the

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Securities Act or (2) in the case of a transfer to a Non-U .S. Person (including a QIB), the proposed transferor has delivered to the Registrar and the Issuer a certificate substantially in the form of Exhibit E hereto and, at the request of the Registrar and the Issuer, an Opinion of Counsel reasonably satisfactory to the Registrar or the Issuer to the effect that such transfer is in accordance with the Securities Act and any applicable securities laws of the Provinces of Canada; provided that in the case of any transfer of a Note bearing the Private Placement Legend for a Note not bearing the Private Placement Legend, the Registrar has received an Officers’ Certificate authorizing such transfer and, at the request of the Registrar and the Issuer, the proposed transferor shall deliver an Opinion of Counsel reasonably satisfactory to the Registrar and the Issuer to the effect that such transfer is in accordance with the Securities Act; and

(ii)if the proposed transferor is a DTC Agent Member holding a beneficial interest in the Restricted Global Note, and the proposed transferee is either a Non-U.S. Person who is receiving a beneficial interest in the Regulation S Global Note or any Person who requests delivery in the form of Physical Notes, upon receipt by the Registrar of (A) the documents, if any, required by clause (a) (i) of this Section 2.17 and (B) instructions given in accordance with DTC’s (and Euroclear’s or Clearstream’s, if applicable) and the Registrar’s procedures, whereupon (C) the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferred, and (D) (I) with respect to transfers to a Non-U.S. Person receiving a beneficial interest in the Regulation S Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note transferred or (II) with respect to a Person who requests delivery in the form of Physical Notes, the Issuer shall execute and the Trustee shall authenticate and make available for delivery one or more Physical Notes of like tenor and amount.

(b)Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed registration of transfer of a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

(i) (A)if the Restricted Note consists of Physical Notes, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule l44A to a transferee who has signed the certification provided on such Holder’s Note stating, or has otherwise advised the Issuer and the Registrar in writing, that such transferee represents and warrants that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule l44A, and is aware that

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the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A, and (B) if the Restricted Note consists of an interest in the Restricted Global Note, unless otherwise provided in this Indenture, the transfer of such interest may only be effected through the book-entry system maintained by the Depository; and

(ii)if the proposed transferee is a DTC Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Restricted Global Note, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred.

(c)Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) it has received the Officers’ Certificate required by paragraph (a)(i)(A) of this Section 2.17, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Note has been sold pursuant to an effective registration statement under the Securities Act.

(d)Restrictions applicable to Canadian Holders. Upon the registration of transfer, exchange or replacement of Notes bearing the Legend Applicable to Canadian Holders, the Registrar shall deliver Notes that do not bear the Legend Applicable to Canadian Holders if the transfer, exchange or replacement of Notes occurs on a date that is on or after four months and a day after the issuance of such Notes.

(e)General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges and agrees to the restrictions on transfer of

such Note set forth in this Indenture and in the Private Placement Legend and further agrees that it shall transfer such Note only as provided in this Indenture. By its acceptance of any Note bearing the Legend Applicable to Canadian Holders, each Holder to which such legend applies acknowledges and agrees to the restrictions on transfer of such Note set forth in this Indenture and in the Legend Applicable to Canadian Holders.

(f)Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of

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Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by DTC Agent Members through Euroclear or Clearstream.

The Registrar shall retain for a period of three years, copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

For the purposes of the Interest Act (Canada) where any interest payable hereunder or under the Notes is expressed to be computed on the basis of a 360-day year of twelve 30-day months, the annual rate of interest to which such stated rate is equivalent is calculable by determining, on the following basis for the relevant period, the amount of interest accruing during such period and expressing such amount as a percentage of the outstanding principal multiplied by the number of days in such period and divided by the number of days in the year (being 365 or 366, as the case may be)

(a)for any complete calendar month in respect of which such rate is applicable, the stated rate

(i)multiplied by the actual number of days in the year in which such month falls and divided by the actual number of days in the month, and

(ii)multiplied by 30 and divided by 360, and

(b)for any part of a calendar month in respect of which such rate is applicable, the stated rate multiplied by the actual number of days in any applicable year, being 365 or 366, as the case may be and divided by 360.

SECTION 2.19Issuance of Additional Notes.

The Issuer shall be entitled to issue Additional Notes under this Indenture which shall have substantially identical terms as the Original Notes, other than with respect to the date of issuance, issue price, amount of interest payable on the first payment date applicable thereto or upon a registration default as provided under a registration rights agreement related thereto and terms of optional redemption, if any (and, if such Additional Notes shall be issued in the form of Exchange Notes, other than with respect to transfer restrictions); provided that such issuance shall be made in compliance with Section 4.06.

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With respect to any Additional Notes, the Issuer shall set forth in a resolution of its Board of Directors (or a duly appointed committee thereof) and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(i) the aggregate principal amount of Notes outstanding immediately prior to the issuance of such Additional Notes;

(ii) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(iii) the issue price and the issue date of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; and

(iv) whether such Additional Notes shall be transfer restricted securities or shall be registered securities issued in the form of Exchange Notes.

ARTICLE THREE

REDEMPTION

SECTION 3.01Election To Redeem: Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 or 3.08 of this Indenture, at least 45 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 65 days before the Redemption Date, the Issuer shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officers’ Certificate stating that such redemption shall comply with the conditions contained in Section 3.07 or 3.08 of this Indenture. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03.

SECTION 3.02Selection by Trustee of Notes To Be Redeemed.

In the event that fewer than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed, if the Notes are listed on a national securities exchange, in accordance with the rules of such exchange or, if the Notes are not so listed, either on a pro rata basis, by lot or in such other manner as the Trustee shall deem fair and appropriate; provided, however, that if a partial redemption is made with the proceeds of a Qualified Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. The Trustee shall promptly notify the Issuer of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. . The Trustee may select for redemption portions of the principal of the Notes that have denominations larger than $1,000. Notes and portions thereof

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the Trustee selects shall be redeemed in amounts of $1,OOO or whole multiples of $1,OOO. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03Notice of Redemption.

At least 30 days, and no more than 60 days, before a Redemption Date, the Issuer shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04.

The notice shall identify the Notes to be redeemed (including the CUSIP or ISIN numbers thereof, if any) and shall state:

(1) the Redemption Date;

(2) the redemption price and the amount of premium, if any, and accrued and unpaid interest to be paid;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(7) the provision of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) the aggregate principal amount of Notes that are being redeemed; and

(9) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.

At the Issuer’s written request made at least two Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s sole expense; provided, however, that the Issuer shall deliver to the Trustee at least 45 days prior to the Redemption Date an Officers’ Certificate requesting that the

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Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04Effect of Notice of Redemption.

Once the notice of redemption described in Section 3.03 is mailed, Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including premium, if any, plus accrued and unpaid interest to the Redemption Date. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price, including premium, if any, plus accrued and unpaid interest to the Redemption Date; provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date; provided, further, that if a Redemption Date is not a Business Day, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day.

SECTION 3.05Deposit of Redemption Price.

On or prior to 10:00 A.M., New York City time, on each Redemption Date, the Issuer shall deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption price of, including premium, if any, and accrued and unpaid interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date which have been delivered by the Issuer to the Trustee for cancellation.

On and after any Redemption Date, if money sufficient to pay the redemption price of, including premium, if any, and accrued and unpaid interest on Notes called for redemption shall have been deposited with the Paying Agent in accordance with the preceding paragraph, the Notes called for redemption shall cease to accrue interest and the only right of the Holders of such Notes shall be to receive payment of the redemption price of, premium, if any, and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any Note surrendered for redemption shall not be so paid, interest shall be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Note and any interest not paid on such unpaid principal, in each case, at the rate and in the manner provided in the Notes.

SECTION 3.06Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Trustee shall authenticate for the Holder thereof a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

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SECTION 3.07Optional Redemption.

The Issuer, at its option, may redeem the Notes, in whole at any time, at any time, or in part from time to time, in each case, on or after June 1,2008, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below, together, in each case, with accrued and unpaid interest to the Redemption Date, if redeemed during the 12 month period beginning on June 1 of each year listed below:

Year	Redemption Price
2008	104.375	%
2009	102.916	%
2010	101.458	%
2011 and thereafter	100.000	%

Notwithstanding the foregoing, the Issuer, at its option, may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes originally issued at any time and from time to time prior to June 1,2006 at a redemption price equal to 108.75% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the Redemption Date, out of the net cash proceeds of one or more Qualified Equity Offerings; provided that (1) at least 65% oft he aggregate principal amount of Notes originally issued remains outstanding immediately after the occurrence of any such redemption and (2) that any such redemption occurs within 180 days following the closing of any such Qualified Equity Offering.

SECTION 3.08Tax Redemption.

The Notes are redeemable, in whole but not in part, at the option of the Issuer at any time, upon not less than 30 nor more than 60 calendar days’ prior written notice, mailed by first class mail to each Holder at its last address appearing in the register maintained by the Registrar of Notes, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the Redemption Date, if the Issuer is or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of a change in, or amendment to, the laws (or any regulations promulgated thereunder) of any Taxing Authority, or any changes in, or amendment to, any official position regarding the application or interpretation of such laws or regulations.

Prior to the publication of any notice of redemption pursuant to this provision, the Issuer shall deliver to the trustee (a) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions

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precedent to the right of the Issuer so to redeem have occurred and (b) an opinion of legal counsel qualified under the laws of the relevant jurisdiction to the effect that the Issuer or such Guarantor has or shall become obligated to pay such Additional Amounts as a result of such amendment or change as described above.

SECTION 3.09Purchase of Notes.

The Issuer or any of its Subsidiaries shall have the right at any time and from time to time to purchase Notes in the open market (which shall include purchase from or through an investment dealer, investment bank or firm holding membership in a stock exchange or the National Association of Securities Dealers, Inc.) or by tender or by private contract or otherwise, at any price, provided that the Issuer complies with any securities laws or regulations applicable to any such purchase including, but not limited to Rule 14e-1 under the Exchange Act.

ARTICLE FOUR

COVENANTS

SECTION 4.01Payment of Notes.

The Issuer shall pay the principal of and interest (including all Additional Interest) on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent (if other than the Issuer, a Subsidiary of the Issuer or any Guarantor) holds on that date money designated for and sufficient to pay such installment.

The Issuer shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue installments of interest, to the extent lawful, at the rate specified in the Notes.

SECTION 4.02Reports to Holders.

Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer shall furnish to the Trustee and, upon request to any Holder, within the time periods specified in the SEC’s rules and regulations:

(1) all annual financial information that would be required to be contained in a filing with the SEC on Form 40-F if the Issuer were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and

(2) all quarterly and current reports that would be required to be filed with the SEC on Form 6-K if the Issuer were required to file these reports.

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In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Issuer shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer and the Guarantors have agreed that, for so long as any Notes remain outstanding, the Issuer shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 4.03Waiver of Stay. Extension or Usury Laws.

The Issuer and any Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive the Issuer and any Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) the Issuer and any Guarantors hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.04Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year and on or before 60 days after the end of the first, second and third quarters of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Issuer and each Guarantor has kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer and each Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action they are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer and any Guarantors are taking or propose to take with respect thereto.

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(b) The Issuer and any Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer and any Guarantors are taking or propose to take with respect thereto.

(c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall promptly provide written notice to the Trustee of any change in its fiscal year.

SECTION 4.05Taxes.

The Issuer and any Guarantors shall, and shall cause each of their Subsidiaries to, pay prior to delinquency all material taxes, assessments, and governmental levies except as contested in good faith and by appropriate proceedings.

SECTION 4.06Limitations on Additional Indebtedness.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Guarantor may incur additional Indebtedness if, after giving effect thereto, the Consolidated Fixed Charge Coverage Ratio would be at least 2.0 to 1.0 (the “Coverage Ratio Exception”).

Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”):

(1) Indebtedness of the Issuer and any Guarantor under the Credit Agreement in an aggregate amount at any time outstanding not to exceed the greater of (x) the sum of (i) $212.0 million, less (ii) any Indebtedness outstanding under the General Scrap Facilities less (iii) the aggregate amount of Net Available Proceeds applied to repayments under the Credit Agreement in accordance with Section 4.10, and (y) 85% of the book value of the accounts receivable plus 60% of the book value of inventory of the Issuer and the Restricted Subsidiaries, calculated on a consolidated basis and in accordance with GAAP and in the case of each of clause (x) and (y) less the Outstanding Receivables Amount;

(2) the Original Notes (and a like amount of Exchange Notes issued in exchange for such Notes) and the Note Guarantees;

(3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clauses (1) and (2) above, and after giving effect to the intended use of proceeds of the Notes as set forth in the Offering Memorandum);

(4) Indebtedness under Hedging Obligations; provided that (a) such Hedging Obligations are designed to protect against fluctuations in interest or currency rates or

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commodity prices and (b) in the case of any Hedging Obligations under clause (1) of the definition thereof, (I) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this Section 4.06, and (II) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the amount of the Indebtedness to which such Hedging Obligations relate;

(5) Indebtedness of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Issuer or any Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (5);

(6) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed);

(7) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Indebtedness under Capitalized Lease Obligations, industrial revenue bonds or mortgage financing incurred by the Issuer or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost of development of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $25.0 million;

(8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;

(9) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(10) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2), (3), (12), (13) or (16) of this Section 4.06;

(11) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor incurred pursuant to the Coverage Ratio Exception or another clause in this Section 4.06;

(12) Indebtedness of the Issuer or any Restricted Subsidiary (including letters of credit) in order to provide security for workers’ compensation claims, payment

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obligations in connection with self-insurance, or similar requirements of the Issuer or any Restricted Subsidiary in the ordinary course of business;

(13) customary indemnification, adjustment of purchase price or similar obligations, including title insurance, of the Issuer or any Restricted Subsidiary, in each case, incurred in connection with the acquisition or disposition of any assets of the Issuer or any Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition);

(14) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;

(15) Indebtedness evidenced by promissory notes subordinated to the Notes and the Note Guarantees issued to current or former employees or directors of the Issuer or any Subsidiary (or their respective spouses or estates) in lieu of cash payments for Equity Interests being repurchased from such Persons in an aggregate amount not to exceed $5.0 million at any time outstanding;

(16) Indebtedness of the Issuer or any Restricted Subsidiary to refinance the Montpelier Sale and Leaseback Obligations;

(17) Indebtedness under the General Scrap Facilities in an amount not to exceed $12.0 million;

(18) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $40.0 million at any time outstanding; and

(19) Indebtedness of the Issuer or any Restricted Subsidiary incurred during any Suspension Period.

For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (19) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer may, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, except that Indebtedness incurred under the Credit Agreement on the Issue Date shall be deemed to have been incurred under clause (1) of this Section 4.06.

The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. Indetermining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such

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Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation.

SECTION 4.07Limitations on Restricted Payments.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

(1) a Default shall have occurred and be continuing or shall occur as a consequence thereof;

(2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Issue Date (other than Restricted Payments made pursuant to clause (2), (3), (4), (5), (7), (9), (10), (11) or, at any time prior to December 31,2004, clause (6) of the second paragraph of this Section 4.07), exceeds the sum (the “Restricted Payments Basket”) of (without duplication):

(a) 50% of Consolidated Net Income for the period (taken as one accounting period) commencing on the first day of the first full fiscal quarter commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are publicly available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus

(b) 100% of the aggregate net cash proceeds received by the Issuer either (x) as contributions to the common equity of the Issuer after the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after the Issue Date, plus

(c) the aggregate amount by which Indebtedness (other than any Subordinated Indebtedness) incurred by the Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange), plus

(d) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after the Issue Date, an amount (to the extent not included in the computation of Consolidated Net

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Income) equal to the lesser of (i) the amount received with respect to such Investment less the cost of the disposition of such Investment and net of taxes and (ii) the amount of such Investment that was treated as a Restricted Payment, plus

(e) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Issuer’s Investments in such Subsidiary to the extent such Investments reduced the Restricted Payments Basket and were not previously repaid or otherwise reduced.

The foregoing provisions shall not prohibit:

(1) the payment by the Issuer or any Restricted Subsidiary of any dividend within 90 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture;

(2) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, any Equity Interests of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;

(3) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.06 and the other terms of this Indenture;

(4) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, Equity Interests of the Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $2.0 million during any calendar year (with unused amounts in any calendar year being usable, without duplication, in subsequent calendar years); provided that such amounts shall be increased by: (a) the cash proceeds from the sale of Equity Interests to members of management, directors or consultants of the Issuer and its Subsidiaries that occurs after the date of this Indenture (provided that such proceeds have not been included for the purpose of determining whether a previous Restricted Payment was permitted pursuant to the preceding paragraph) plus (b) the cash proceeds of key man life insurance policies received by the Issuer or any Restricted Subsidiaries after the Issue Date;

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(5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if the Equity Interests represent a portion of the exercise price thereof and repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by

such employee upon such grant or award;

(6) the payment of dividends on the First Preferred Shares in accordance with the Issuer’s articles of incorporation as in effect on the Issue Date;

(7) at any time on or prior to December 31, 2004, the repurchase or redemption of the First Preferred Shares in accordance with the Issuer’s articles of incorporation as in effect on the Issue Date;

(8) the payment of dividends on the Issuer’s common stock in an amount not to exceed $10.0 million per year;

(9) Restricted Payments made during any Suspension Period;

(10) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Common Stock of the Issuer pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;

(11) payments by the Issuer or any Restricted Subsidiary in respect of Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or another Restricted Subsidiary; and

(12) Restricted Payments of up to $20.0 million in the aggregate since the Issue Date;

provided that (a) in the case of any Restricted Payment pursuant to clause (3), (6), (7), (8), (9), (11) or (12) of this Section 4.07, no Default shall have occurred and be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests pursuant to clause (2) or (3) of this Section 4.07 shall increase the Restricted Payments Basket.

SECTION 4.08Limitations on Liens.

The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) against any assets of the Issuer or any Guarantor (including Equity Interests of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith:

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(1) in the case of any Lien securing an obligation that ranks pari passu with the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and

(2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

SECTION 4.09Limitations on Transactions with Affiliates.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate {an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and

(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction involving aggregate value in excess of $1 0.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of the first paragraph of this Section 4.09 and that sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and

(b) with respect to any Affiliate Transaction involving aggregate value of$20.0 million or more, the certificate described in the preceding clause (a) of this Section 4.09 and a written opinion as to the fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor.

The foregoing restrictions shall not apply to:

(1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided in each case, that no

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Affiliate of the Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary;

(2) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors;

(3) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or more Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Issuer and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”;

(5) Restricted Payments, which are made in accordance with Section 4.07;

(6) any transaction with an Affiliate to the extent involving Qualified Equity Interests;

(7) transactions with suppliers or purchasers for the sale or purchase of goods which are fair to the Issuer and its Restricted Subsidiaries and, in the judgment of the Board of Directors, are on terms at least as favorable as might reasonably have been obtained from an unaffiliated third party;

(8) transactions with a Person that is an Affiliate solely because the Issuer or any Restricted Subsidiary owns Equity Interests in such Person; provided that no Affiliate of the Issuer (other than a Restricted Subsidiary) owns Equity Interests in such Person;

(9) purchases and sales of raw materials or inventory in the ordinary course of business on market terms;

(10) any transaction with an Affiliate entered into during any Suspension Period; or

(11) transactions between the Issuer or any Restricted Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture.

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SECTION 4.10Limitation on Asset Sales.

At any time other than during a Suspension Period, the Issuer shall not, and. shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(1) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and

(2) at least 75% of the total consideration received in such Asset Sale consists of cash or Cash Equivalents.

For purposes of clause (2), the following shall be deemed to be cash:

(a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Issuer or such Restricted Subsidiary that is assumed (expressly or by operation of law) by the transferee in such Asset Sale and with respect to which the Issuer or such Restricted Subsidiary, as the case may be, is no longer liable,

(b) the amount of any obligations received from such transferee that are within 180 days converted by the Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and

(c) the Fair Market Value of any assets received by the Issuer or any Restricted Subsidiary to be used by it in the Permitted Business.

If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.10.

If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to:

(1) satisfy all mandatory repayment obligations under the Credit Agreement arising by reason of such Asset Sale;

(2) repay any Indebtedness which was secured by the assets sold in such Asset Sale;

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(3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets to be used by the Issuer or any Restricted Subsidiary in the Permitted Business; and! or

(4) in the case of any Restricted Subsidiary that is not a Guarantor, repay Indebtedness of such Restricted Subsidiary.

The amount of Net Available Proceeds not applied or invested as provided in this paragraph shall constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds equals or exceeds $20.0 million, the Issuer shall be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows:

(1) the Issuer shall (a) make an offer to purchase (a “Net Proceeds Offer”) to all Holders in accordance with the procedures set forth in this Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds;

(2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;

(3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased shall be selected on a pro rata basis; and

(4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds

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Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of this Indenture.

In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01, the successor corporation shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section, and shall comply with the provisions of this Section with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

The Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of this compliance.

SECTION 4.11Limitation on the Issuance or Sale of Equity Interests of Restricted Subsidiaries.

At any time other than during a Suspension Period, the Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, sell or issue any shares of Equity Interests of any Restricted Subsidiary except (1) to the Issuer, a Restricted Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro rata basis, at Fair Market Value, (2) to the extent such shares represent directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Wholly-Owned Restricted Subsidiary or (3) to a third party to the extent the Issuer would be permitted to make an Investment in the remaining Equity Interests of such Restricted Subsidiary pursuant to Section 4.07. The sale of all the Equity Interests of any Restricted Subsidiary is permitted by this Section 4.11 but is subject to Section 4.10.

SECTION 4.12Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries.

The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on or in respect of its Equity Interests;

(b) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer or any other Restricted Subsidiary; or

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(c) transfer any of its assets to the Issuer or any other Restricted Subsidiary;

except for:

(1) encumbrances or restrictions existing under. or by reason of applicable law;

(2) encumbrances or restrictions existing under this Indenture, the Notes and the Note Guarantees;

(3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;

(4) encumbrances or restrictions existing under agreements existing on the date of this Indenture (including, without limitation, the Credit Agreement) as in effect on that date;

(5) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;

(6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale;

(7) any instrument governing Acquired Indebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

(8) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date;

(9) provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(10) Indebtedness incurred in compliance with Section 4.06 that impose restrictions of the nature described in clause (c) of this Section 4.12 on the assets acquired;

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(11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) of this Section 4.12; provided that such amendments or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and

(12) encumbrances or restrictions incurred or entered into during any Suspension Period.

SECTION 4.13[Reserved]

SECTION 4.14Legal Existence.

Subject to Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

SECTION4.15Change of Control Offer.

(a) Upon the occurrence of a Change of Control, the Issuer shall be obligated to make an offer to purchase (the “Change of Control Offer”) all outstanding Notes at a cash purchase price (the “Change of Control Purchase Price”) equal to 101 % of the principal amount thereof, plus accrued and unpaid interest thereon to the Change of Control Payment Date in accordance with this Section 4.15.

(b) Within 30 days of the occurrence of a Change of Control, the Issuer shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Notes, a notice stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered shall be accepted for payment;

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(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”));

(3) that any Note not tendered shall continue to accrue interest;

(4) that, unless the Issuer defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have a Note purchased pursuant to any Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased;

(7) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;

(8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and

(9) the name and address of the Paying Agent.

On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Issuer. The Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the purchase price for such Notes, and the Issuer shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of

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$1,000 and integral multiples thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) (i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof.

The Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 4.15, and (ii) purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

SECTION 4.16Payment of Additional Amounts.

All payments made by the Issuer under or with respect to the Notes shall be made free and clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of any Taxing Authority in any jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer is required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction, from any payment made under or with respect to the Notes, the Issuer shall make such withholding or deduction and shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Notes (including Additional Amounts) after such withholding or deduction shall equal the amount the Holder would have received if such Taxes had not been withheld or deducted; provided,

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however, that no Additional Amounts shall be payable with respect to any Tax that would not have been imposed, payable or due:

(1) with respect to a Holder with which the Issuer or any Guarantor does not deal on an arm’s length basis within the meaning of the Income Tax Act (Canada) on the date of such payment;

(2) but for the existence of any present or former connection between the Holder and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than the mere holding of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof;

(3) but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute, treaty, regulation or administrative practice; or

(4) if the presentation of Notes (where presentation is required) for payment has not occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later.

In addition, Additional Amounts shall not be payable if the beneficial owner of,.or person ultimately entitled to obtain an interest in, such Notes had been the Holder of the Notes and such beneficial owner would not be entitled to the payment of Additional Amounts by reason of clause (1), (2), (3) or (4) above. In addition, Additional Amounts shall not be payable with respect to any Tax which is payable or assessed on a Holder under the laws of the jurisdiction(s) in which: (1) that Holder is incorporated, organized, resident or has a permanent establishment for tax purposes, or (2) that Holder’s office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the income received or receivable by that Holder.

Upon request, the Issuer shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts.

SECTION 4.17RESERVED.

SECTION 4.18Limitations on Layering Indebtedness.

At any time other than during a Suspension Period, the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Issuer or of such Guarantor, as the case may be, unless such

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Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the Note Guarantee of such Guarantor, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

SECTION 4.19Limitations on Designation of Unrestricted Subsidiaries.

The Issuer may designate any Subsidiary of the Issuer as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

(1) no Default shall have occurred and be continuing after giving effect to such Designation; and

(2) the Issuer would be permitted to make an Investment in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date (and in the case of any Designation occurring during a Suspension Period, the Issuer could make such Investment if such Suspension Period were not then in effect).

No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Indebtedness;

(2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Issuer or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates;

(3) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to Section 4.07.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted

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Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under Section 4.06 or the Lien is not permitted under Section 4.08, the Issuer shall be in default of the applicable covenant.

The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture.

All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Issuer, delivered to the Trustee certifying compliance with the foregoing provisions.

SECTION 4.20Limitations on Sale and Leaseback Transactions.

The Issuer shall not, and shall not permit any Guarantor to enter into any Sale and Leaseback Transaction; provided that the Issuer or any Guarantor may enter into a Sale and Leaseback Transaction if:

(1) the Issuer or such Guarantor could have (a) incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to Section 4.06 and (b) incurred a Lien on such assets pursuant to Section 4.08; and

(2) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction.

SECTION 4.21Conduct of Business.

At any time except during a Suspension Period, the Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into any line of business other than a Permitted Business.

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ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01Limitation on Mergers, Amalgamations, Consolidations, Etc.

The Issuer shall not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate, merge or amalgamate with or into (other than a merger, amalgamation or plan of arrangement with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of incorporation to a State of the United States or another province or territory of Canada), or sell, lease, transfer, conveyor otherwise dispose of or assign all or substantially all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:

(1)either:

(a)the Issuer shall be the surviving or continuing Person; or

(b) the Person formed by or surviving such consolidation, amalgamation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is organized and existing under the laws of any province or territory of Canada, any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Issuer under the Notes, this Indenture and the Registration Rights Agreement;

(2) at any time other than during a Suspension Period, immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1 )(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and

(3) at any time other than during a Suspension Period, immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1 )(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception.

For purposes of this Section 5.01, any Indebtedness of the Successor that was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

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Except as provided in Section 10.05, no Guarantor may consolidate or amalgamate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, unless:

(1)either:

(a)such Guarantor shall be the surviving or continuing Person; or

(b) the Person formed by or surviving any such consolidation, amalgamation or merger, amalgamation or plan of arrangement assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Note Guarantee of such Guarantor, this Indenture and the Registration Rights Agreement; and

(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Upon any consolidation, combination, merger or amalgamation of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Guarantor and, except in the case of a conveyance, transfer or lease, the Issuer or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable.

Notwithstanding the foregoing, any Restricted Subsidiary may merge into, consolidate or amalgamate with the Issuer or another Restricted Subsidiary.

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ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01Events of Default.

Each of the following is an “Event of Default”:

(1) failure by the Issuer to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2) failure by the Issuer to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

(3) failure by the Issuer to comply with any of its agreements or failure to comply with Sections 4.15 and 5.01;

(4) failure by the Issuer to comply with any other agreement or covenant in this Indenture (including the requirement to make a Net Proceeds Offer as described above under Section 4.10 and continuance of this failure for 45 days after notice of the failure has been given to the Issuer by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

(a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period,

(b) results in the acceleration of such Indebtedness prior to its express final maturity, or

( c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $15.0 million or more;

(6) one or more final and non-appealable judgments or orders that exceed $15.0 million in the aggregate (net of amounts covered by insurance or bonded) for the

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payment of money have been entered by a court or courts of competent jurisdiction against the Issuer or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

(7) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Issuer or any Significant Subsidiary as debtor in an involuntary case,

(b) appoints a Custodian of the Issuer or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Issuer or any Significant Subsidiary, or

(c) orders the liquidation of the Issuer or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days; or

(9) any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and this Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and the Note Guarantee).

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with this Indenture and, upon. any Officer of the Issuer becoming aware of any Default, a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Subject to Sections 7.01 and 7.02, the Trustee shall not be charged with knowledge of any Default, Event of Default, Change of Control or Asset Sale or the requirement

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for payment of Additional Interest unless written notice thereof shall have been given to a Responsible Officer at the Corporate Trust Office of the Trustee by the Issuer or any other Person.

SECTION 6.02Acceleration.

If an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer), shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders.

SECTION 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Issuer.

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SECTION 6.04Waiver of Past Defaults and Events of Default.

Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee have the right to waive any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes. The Issuer shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders has consented to such waiver. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; provided that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 6.05Control by Majority.

The Holders of a majority in principal amount of the Notes outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee by this Indenture. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Holder not taking part in such direction, and the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed may involve it in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 6.06Limitation on Suits.

Subject to Section 6.08, a Holder may not institute any proceeding or pursue any remedy with respect to this Indenture or the Notes unless:

(1)the Holder gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of the Notes then outstanding make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and if requested provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer, and, if requested, provision of, indemnity; and

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(5) no direction which in the reasonable opinion of the Trustee is inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority in aggregate principal amount of the Notes then outstanding.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefore (in the case of any interest payment, after giving effect to the grace period specified in clause (1) of Section 6.01.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor shall have any liability for any obligations of the Issuer under the Notes or this Indenture or of any Guarantor under its Note Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the SEC that this type of waiver is against public policy.

SECTION 6.08Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, or premium, if any, and interest on such Note (including Additional Interest) on or after the respective due dates expressed on such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of such Holder.

SECTION 6.09Collection Suit by Trustee.

If an Event of Default in payment of principal, premium or interest specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any Guarantor for the whole amount of unpaid principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate set forth in the Notes, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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SECTION 6.10Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor, its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings.

SECTION 6.11Priorities.

If the Trustee collects any money pursuant to this Article Six, it shall payout the money in the following order:

FIRST:to the Trustee for amounts due under Section 7.07;

SECOND:to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest (including Additional Interest, if any) as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and

THIRD:to the Issuer or, to the extent the Trustee collects any amount from any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11.

SECTION 6.12Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the

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costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in aggregate principal amount of the Notes then outstanding.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01Duties of Trustee.

(a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the same circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations, the accuracy of the signatures or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

(2) The Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

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(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms of Sections 6.04 and 6.05.

(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, paragraphs (a), (b) and (c) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee; provided that the Trustee’s conduct does not constitute gross negligence or bad faith.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.

SECTION 7.02Rights of Trustee.

Subject to Section 7.01:

(1) The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(2) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Issuer Request and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution.

(3) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform in all material respects to the provisions of Section 11.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(4) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.

(5) The Trustee shall not be liable for any action it takes or omits to take in good faith, which it reasonably believes to be authorized or within its rights or powers.

(6) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and

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protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(7) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate.

(8) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document.

(9) The Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. As used herein, the term “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto.

(10) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(11) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against any loss, liability or expense which may be incurred therein or thereby.

(12) The Trustee shall not be responsible for any information contained in any notice provision provided to the Trustee by the Issuer for distribution to the Holders.

SECTION 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for or otherwise deal with the either of the Issuer or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes or any Note Guarantee, it shall not be

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accountable for the Issuer’s or any Guarantor’s use of the proceeds from the sale of Notes or any money paid to the Issuer or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Notes, any Note Guarantee or this Indenture other than the Trustee’s certificate of authentication.

SECTION 7.05Notice of Defaults.

If a Default occurs and is continuing and if the Trustee has actual knowledge of such default, the Trustee shall mail to each Holder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of the principal of, or premium, if any, or interest on any Note or a default in the observance or performance of any of the obligations of the Issuer under Article Five, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the best interest of the Holders.

SECTION 7.06Reports by Trustee to Holders.

If required by TIA § 313(a), within 90 days after December 31 of any year, commencing December 31, 2001 the Trustee shall mail to each Holder a brief report dated as of such December 31 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b )(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c) and TIA § 313(d).

Reports pursuant to this Section 7.06 shall be transmitted by mail:

(1) to all Holders of Notes, as the names and addresses of such Holders appear on the Registrar’s books; and

(2) to such Holders of Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose.

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange on which the Notes are listed. The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange.

SECTION 7.07Compensation and Indemnity.

The Issuer and any Guarantors shall pay to the Trustee and each Agent from time to time reasonable compensation for its services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Issuer and any Guarantors shall reimburse the Trustee and each Agent upon request for all reasonable disbursements, expenses and advances incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

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The Issuer and any Guarantors shall indemnify each of the Trustee and any predecessor Trustee and each Agent for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Issuer and any Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee or Agent, as the case may be, shall notify the Issuer and any Guarantors in writing promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity. However, the failure by the Trustee or such Agent to so notify the Issuer and any Guarantors shall not relieve the Issuer and any Guarantors of their obligations hereunder.

Notwithstanding the foregoing, the Issuer and any Guarantors need not reimburse the Trustee or any Agent for any expense or indemnify it against any loss or liability incurred by the Trustee or such Agent, as the case may be, resulting from its own negligence, willful misconduct or bad faith. To secure the payment obligations of the Issuer and any Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee except such money or property held in trust to pay principal of and interest on particular Notes. The obligations of the Issuer and any Guarantors under this Section 7.07 to compensate and indemnify the Trustee and each predecessor Trustee and to payor reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Issuer and any Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law.

When the Trustee incurs expenses (including reasonable fees and expenses of its Agents and counsel) or renders services after an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to Article Nine.

SECTION 7.08Replacement of Trustee.

The Trustee may resign by so notifying the Issuer and any Guarantors in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by notifying the Issuer and the removed Trustee in writing and may appoint a successor Trustee with the Issuer’s written consent, which consent shall not be unreasonably withheld. The Issuer may remove the Trustee at its election if:

(1)the Trustee fails to comply with Section 7.10 hereof;

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(2)the Trustee is adjudged a bankrupt or an insolvent;

(3)a receiver or other public officer takes charge of the Trustee or its property; or

(4)the Trustee otherwise becomes incapable of performing its duties hereunder.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall notify the Holders of such event and shall promptly appoint a successor Trustee. Within one year after such successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s and any Guarantor’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09Successor Trustee by Consolidation, Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 31 0(a)(1) and (2) in every respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $100,000,000 as set forth in the most recent applicable

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published annual report of condition. The Trustee shall comply with TIA § 31 O (b), including the provision in § 31 O(b)(1).

SECTION 7.11Preferential Collection of Claims Against Issuer.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311 (b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12Paving Agents.

The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12:

(1) that it shall hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Notes (whether such sums have been paid to it by the Issuer, any Guarantor or by any other obligor on the Notes) in trust for the benefit of Holders of the Notes or the Trustee;

(2) that it shall at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and

(3) that it shall give the Trustee written notice within three Business Days of any failure of the Issuer, any Guarantor or by any obligor on the Notes in the payment of any installment of the principal of, premium, if any, or interest on, the Notes when the same shall be due and payable.

ARTICLE EIGHT

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01Without Consent of Holders.

The Issuer and any Guarantors, when authorized by a Board Resolution of each of them, and the Trustee, when an Officers’ Certificate is provided stating that such amendment or supplement complies with the provisions of this Section 8.01, may amend, waive or supplement this Indenture or the Notes without notice to or consent of any Holder:

(1)to comply with Section 5.01;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

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(3)[Reserved];

(4)to cure any ambiguity, defect or inconsistency;

(5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture);

(6) to provide for the issuance of the Exchange Notes or the Private Exchange Notes in accordance with Section 2.01 in a manner that does not adversely affect the rights of any Holder;

(7) to provide for the assumption of the Issuer’s obligations to Holders in the case of a merger or acquisition in accordance with the terms of this Indenture;

(8) to make any other change that does not materially adversely affect the rights of any Holders hereunder; or

(9) [Reserved].

The Trustee is hereby authorized to join with the Issuer and any Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

SECTION 8.02With Consent of Holders.

The Issuer (when authorized by a Board Resolution) and any Guarantors (when authorized by a Board Resolution) may, subject to Section 8.06, direct the Trustee to modify or supplement this Indenture, the Note Guarantees and/or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, provided that:

(a) no such amendment may, without the consent of the Holders of two-thirds in aggregate principal amount of Notes then outstanding, amend the obligation of the Issuer under Section 4.15 or the related definitions that could adversely affect the rights of any Holder;

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may waive compliance in a particular instance by the Issuer or any Guarantor with any provision of this Indenture or the Notes. Subject to Section 8.04 hereof, without the consent of each Holder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:

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(b) without the consent of each Holder affected, the Issuer and the Trustee may not:

(1) change the maturity of any Note;

(2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Notes;

(3) reduce any premium payable upon optional redemption of the Notes, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes;

(4) make any Note payable in money or currency other than that stated in the Notes;

(5) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders;

(6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes;

(7) impair the rights of Holders to receive payments of principal of or interest on the Notes;

(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture, except as permitted by this Indenture; or

(9) make any change in these amendment and waiver provisions.

After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver.

Upon the written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuer and any Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

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It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

SECTION 8.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall comply with the TIA as then in effect.

SECTION 8.04Revocation and Effect of Consents.

Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Note or portion thereof, and of any Note issued upon the transfer thereof or in exchange therefore or in place thereof, even if notation of the consent is not made on any such Note. Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note, if the Trustee receives the written notice of revocation before the date the amendment; supplement, waiver or other action becomes effective.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

An amendment, supplement, waiver or other action becomes effective in accordance with its terms and thereafter shall bind every Holder, unless it makes a change described in any of clauses (1) through (9) of Section 8.02(b). In that case the amendment, supplement, waiver or other action shall bind each Holder who has consented to it and every subsequent Holder or portion of a Note that evidences the same debt as the consenting Holder’s Note.

SECTION 8.05Notation on or Exchange of Notes.

If an amendment, supplement, or waiver changes the terms of a Note, the Trustee (in accordance with the specific written direction of the Issuer) shall request the Holder of the Note (in accordance with the specific written direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee shall at the expense of the Issuer place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue, any Guarantors shall endorse and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to

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make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 8.06Trustee To Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Sections 7.01 and 7.02, shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 11.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the Issuer and any Guarantors, enforceable against the Issuer and any Guarantors in accordance with its terms (subject to customary exceptions).

ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01Discharge of Indenture.

The Issuer may terminate its obligations under the Notes and this Indenture as well as the obligations of any Guarantors under their respective Note Guarantees, except those obligations referred to in the penultimate paragraph of this Section 9.01 if:

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for cancellation, or

(2)(a)all Notes not delivered to the Trustee for cancellation otherwise have become due and payable or have been called for redemption pursuant to Section 3.07 and the Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, and

(b) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

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Notwithstanding the first paragraph of this Section 9.01, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.16, 7.07, 9.05 and 9.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Section 7.07,9.05 and 9.06 shall survive.

After such delivery or irrevocable deposit, the Trustee upon written request of the Issuer shall acknowledge in writing the discharge of the Issuer’s and each Guarantor’s obligations under the Notes, the Note Guarantees and this Indenture, as the case may be, except for those surviving obligations specified above.

SECTION 9.02Legal Defeasance.

The Issuer may at its option at any time, by Board Resolution of the Issuer, be discharged from its obligations with respect to the Notes and any Guarantors discharged from their obligations under their respective Note Guarantees on the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, “Legal Defeasance” means that the Issuer and any Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the Notes and the Note Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 9.08 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under such Notes, such Note Guarantees and this Indenture, as the case may be, insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall, subject to Section 9.06 hereof, execute instruments in form and substance reasonably satisfactory to the Trustee and the Issuer acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Notes to receive solely from the trust funds described in Section 9.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Issuer’s obligations with respect to such Notes under Sections 2.04, 2.05, 2.07 and 2.11, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee pursuant to Section 7.07) and (D) this Article Nine. Subject to compliance with this Article Nine, the Issuer may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 9.03 with respect to the Notes.

SECTION 9.03Covenant Defeasance.

At the option of the Issuer, pursuant to a Board Resolution of the Issuer, the Issuer and any Guarantors shall be released from their respective obligations under Sections 4.02 (except for obligations mandated by the TIA), 4.06 through 4.13, inclusive, and 4.15 and clause (a)(iii) of Section 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it

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being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, “Covenant Defeasance” means that the Issuer and any Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified Section or portion thereof to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under clause (3) or (4) of Section 6.01, but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay all remaining principal and interest on the Notes when due, the Issuer’s obligations and the obligations of the Guarantors under the Indenture will be reinstated and no such Covenant Defeasance shall be deemed to have occurred.

SECTION 9.04Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 9.02 or Section 9.03 hereof to the outstanding Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as shall be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes, and the Holders must have a valid, perfected, exclusive security interest in such trust,

(2) in the case of Legal Defeasance, Section 9.02, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or

(b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this opinion of counsel shall confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

(3) in the case of Covenant Defeasance, Section 9.03, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable

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to the Trustee confirming that the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred,

(4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or, in so far as Section 6.01(7) or Section 6.01(8) hereof is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period),

(5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound,

(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and

(7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) and, in the case of the opinion of counsel, clauses (l){with respect to the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with.

SECTION 9.05 Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions.

All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer and any Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

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Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 9.06Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article Nine by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations under this Indenture, the Notes and the Note Guarantees, as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance this Article Nine; provided that if the Issuer or any Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Issuer or such Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations, as the case may be, held by the Trustee or Paying Agent.

SECTION 9.07Moneys Held by Paying Agent.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Issuer, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.04 hereof, to the Issuer upon a Company Request (or, if such moneys had been deposited by any Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 9.08Moneys Held by Trustee.

Any moneys deposited with the Trustee or any Paying Agent or then held by the Issuer or any Guarantor in trust for the payment of the principal of, or premium, if any, or interest on any Note that are not applied but remain unclaimed by the Holder of such Note for two years after the date upon which the principal of, or premium, if any, or interest on such Note shall have respectively become due and payable, shall be repaid to the Issuer (or, if appropriate, any Guarantor) upon a Company Request, or if such moneys are then held by the Issuer or any Guarantor in trust, such moneys shall be released from such trust; and the Holder of such Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Issuer and any Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the

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expense of the Issuer and any Guarantors, either mail to each Holder affected, at the address shown in the register of the Notes maintained by the Registrar pursuant to Section 2.04 hereof, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining shall be repaid to the Issuer. After payment to the Issuer or any Guarantor or the release of any money held in trust by the Issuer or any Guarantor, as the case may be, Holders entitled to the money must look only to the Issuer and any Guarantors for payment as general creditors unless applicable abandoned property law designates another Person.

ARTICLE TEN

GUARANTEE OF NOTES

SECTION 10.01Note Guarantee.

Subject to the provisions of this Article Ten each Guarantor hereby jointly and severally unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors, irrespective of (i) the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of, premium, if any, interest and Additional Interest, if any, on and any Additional Amounts, if any, with respect to the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest or Additional Interest, if any, on or Additional Amounts, if any, with respect to the Notes and all other obligations of the Issuer or any Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07) and all other obligations under this Indenture or the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Issuer.

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Each Guarantor, by execution of the Note Guarantee, agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor, by execution of the Note Guarantee, waives the benefit of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that such Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and such Note Guarantee. The Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of such Note Guarantee.

The Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Note Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

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SECTION 10.02Execution and Delivery of Note Guarantee.

To further evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Note Guarantee, substantially in the form included in Exhibit F hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after this Article Ten with respect to such Guarantor becomes effective in accordance with Section 10.04 and such Note Guarantee shall be executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticate the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor’s Note Guarantee of such Note shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantor.

SECTION 10.03Limitation of Note Guarantee.

The obligations of each Guarantor are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor, determined in accordance with GAAP.

SECTION 10.04Additional Guarantors.

If, after the Issue Date, any Restricted Subsidiary shall become a guarantor or a borrower under the Credit Agreement, the Issuer shall cause such Restricted Subsidiary to:

(1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and

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(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

SECTION 10.05Release of Guarantor.

A Guarantor shall be released from all of its obligations under its Note Guarantee if:

(i) the Guarantor has sold all of its assets or the Issuer and its Restricted Subsidiaries have sold all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 and 5.01);

(ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Issuer or another Guarantor in a transaction in compliance with Section 5.01; or

(iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of this Indenture;

and in each such case, the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder.

If all of the conditions to release contained in this Section 10.05 have been satisfied, the Trustee shall execute any documents reasonably requested by the Issuer or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and under this Article Ten.

SECTION 10.06Waiver of Subrogation.

Each Guarantor, by execution of its Note Guarantee, waives to the extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under such Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been

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paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the. terms of this Indenture. Each Guarantor, by execution of its Note Guarantee, shall acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.

ARTICLE ELEVEN

MISCELLANEOUS

SECTION 11.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 11.02Notices.

Except for notice or communications to Holders, any notice or communication shall be given in writing and delivered in person, sent by facsimile, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:

If to the Issuer or any Guarantor:

IPSCO INC.

650 Warrenville Road

Suite 500

Lisle, Illinois 60532

Attention: Chief Financial Officer

Fax Number: (630) 810-4602

with, in the case of any notice furnished pursuant to Article Six hereof, a copy to:

MacPherson Leslie & Tyerman LLP

1500, 1874 Scarth Street

Regina, Saskatchewan

S4P 4E9

Attention: Aaron D. Runge

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Fax Number: (306) 352-5250

and

Kirkland & Ellis

200 East Randolph Drive

Chicago, Illinois 60601

Attention: Carter Emerson

Fax Number: (312) 861-2200

If to the Trustee:

WELLS FARGO BANK MINNESOTA, N.A.

MAC N9303-11 0

6th & Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Wells Fargo Corporate Trust Services

Michael G. Slade, Corporate Trust Officer

Fax Number: (612) 667-2160

Such notices or communications shall be effective when received and shall be sufficiently given if so given within the time prescribed in this Indenture.

The Issuer, any Guarantor or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the register kept by the Registrar.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.

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SECTION 11.03Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of
TIA § 312( c).

SECTION 11.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any Guarantor to the Trustee to take any action under this Indenture, the Issuer or such Guarantor shall furnish to the Trustee:

(1) an Officers’ Certificate (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel (which shall include the statements set forth in Section 11.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 11.05Statements Required in Certificate and Opinion.

Each certificate and opinion with respect to compliance by or on behalf of the Issuer or any Guarantor with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with.

SECTION 11.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions.

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SECTION 11.07[Reserved].

SECTION 11.08Governing Law.

THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.09Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

By the execution and delivery of this Indenture, each of the Issuer and each Guarantor (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Notes or this Indenture that may be instituted in any Federal or State court in the State of New York, Borough of Manhattan, or brought under Federal or State securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to it (mailed or delivered to its Executive Director at its principal office as specified in Section 11.02 hereof), shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Issuer and each Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of CT Corporation System, in full force and effect so long as this Indenture shall be in full force and effect; provided that the Issuer may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 11.09 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) is either (x) counsel for the Issuer or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.09. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Issuer and any Guarantors, if any, appointed and acting in accordance with this Section 11.09.

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To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer and such Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law.

SECTION 11.10No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Issuer or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture.

SECTION 11.11No Recourse Against Others.

No recourse for the payment of the principal of or premium, if any, or interest, including Additional Interest, on any of the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer or any Guarantor in this Indenture or in any supplemental indenture, or in any of the Notes, or because of the creation of any Indebtedness represented thereby, shall be had against any stockholder, officer, director or employee, as such, past, present or future, of the Issuer or any Guarantor or of any successor corporation or against the property or assets of any such stockholder, officer, employee or director, either directly or through the Issuer or any Guarantor, or any successor corporation thereof, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Notes are solely obligations of the Issuer and the Guarantors, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any shareholder, officer, employee or director of the Issuer or any Guarantor, or any successor corporation thereof, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or the Notes or implied therefrom, and that any and all such personal liability of, and any and all claims against every stockholder, officer, employee and director, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes. It is understood that this limitation on recourse is made expressly for the benefit of any such shareholder, employee, officer or director and may be enforced by any of them.

SECTION 11.12Successors.

All agreements of the Issuer and any Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor.

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SECTION 11.13       Multiple Counterparts.

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

SECTION 11.14      Table of Contents. Headings. Etc.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11.15       Separability.

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.16       Judgment Currency.

The Issuer and each of the Guarantors, jointly and severally, each agree to indemnify each Holder against any loss incurred by such party as a result of any judgment or order being given or made for any amount due under this Indenture and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollars.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF~ the parties have caused this Indenture to be duly executed all as of the date aud year first written above.

The Issuer:
IPSCO INC
By:	/s/ Robert Ratliff
	Name:  Robert Ratliff
	Title:	Vice President and Chief Financial Officer
By:	/s/ George Valentine
	Name:  George Valentine
	Title:	Vice President, General Counsel and Corporate Secretary
The Guarantors:
IPSCO STEEL (ALABAMA) INC.
IPSCO MINNESOTA INC
IPSCO TUBULARS INC.
IPSCO TEXAS INC.
IPSCO INC
By:	/s/ George Valentine
	Name: George Valentine
	Title:	Vice President
IPSCO INVESTMENTS INC.
By:	/s/ George Valentine
	Name: George Valentine
	Title:	Vice President

S-1

IPSCO ENTERPRISES INC.
By:	/s/ George Valentine
	Name:  George Valentine
	Title:	Vice President

IPSCO ONTARIO INC
By:	/s/ Robert Ratliff
	Name:  Robert Ratliff
	Title: Vice President

By:	/s/ George Valentine
	Name:  George Valentine
	Title: Vice President

IPSCO RECYCLING INC

By:	/s/ Robert Ratliff
	Name:  Robert Ratliff
	Title:	Chairman, President and Chief Executive Officer

By:	/s/ George Valentine
	Name:  George Valentine
	Title:	Vice President

IPSCO SASKATCHEWAN INC.
By:	/s/ Robert Ratliff
	Name:  Robert Ratliff
	Title:	Vice President

S-2

By:	/s/ John Comrie
	Name: John Comrie
	Title: Secretary

IPSCO ALABAMA LTD.
By:	IPSCO STEEL (ALABAMA) INC.
	its general partner
By:	/s/ Robert Ratliff
	Name:  Robert Ratliff
	Title:	Treasurer

S-3

WELS FARGO BANK MNNESOTA. N.A..
as trustee
By:	/s/ Michael G. Slade
	Name:  Michael G. Slade
	Title:	Corporate Trust Officer

EXHIBIT A

CUSIP    

IPSCO INC.

No. $[            ]

8 3/4% SENIOR NOTE DUE 2013

IPSCO INC., a company incorporated under the laws of Canada (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, promises to pay to [           ] or registered assigns the principal sum of [            DOLLARS] ($[           ]) on June 1,2013 at the office or agency of the Company referred to below.

Interest Payment Dates: June 1 and December 1.

Record Dates: May 15 and November 15.

Reference is made to the further provisions of this Note contained herein, which shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

IPSCO INC.

By:
	Name:
	Title:
By:
	Name:
	Title:

Dated:

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Certificate of Authentication

This is one of the 8 3/4% Senior Notes due 2013 referred to in the within mentioned Indenture.

WELLS FARGO BANK MINNESOTA, N.A., as Trustee
By:
	Name:
	Title:

Dated:

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[FORM OF REVERSE OF NOTE]

IPSCO INC.

83/4% SENIOR NOTE DUE 2013

1. Interest. IPSCO INC., a company incorporated under the laws of Canada (the “Company”), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 8 3/4% per annum. Interest hereon shall accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including [                ] to but excluding the date on which interest is paid. Interest shall be payable in arrears on each June 1 and December 1, commencing [               ]. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at a rate of2.0% per annum.

2. Method of Payment. If a Holder has given wire transfer instructions to the Issuer at least ten Business Days prior to the applicable Interest Payment Date, the Issuer will make all payments on such Holder’s Notes by wire transfer of immediately available funds to the account specified in those instructions. The Company shall pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on the May 15 or November 15 next preceding the interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes.

3. Paying Agent and Registrar. Initially, Wells Fargo Bank Minnesota, N.A. (the “Trustee”) shall act as a Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice. The Company or any of its Affiliates may act as Paying Agent or Registrar.

4. Indenture. This Note is one of a duly authorized issue of Notes of the Company, designated as its 8 3/4% Senior Notes due 2013 (herein called the “Notes”). The Company issued the Notes under an Indenture dated as of June 18,2003 (the “Indenture”) among the Company, the Guarantors and the Trustee. This is one of an issue of Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as in effect on the date of the Indenture (the “Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of them. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the

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Indenture. The Company shall be entitled to issue Additional Notes pursuant to Section 2.19 of the Indenture. All Notes issued under the Indenture are treated as a single class of securities under the Indenture. The Notes are general unsecured obligations of the Company.

5. Additional Amounts. The Company shall pay to the Holders of Notes such Additional Amounts as may become payable under Section 4.16 of the Indenture.

6. Optional Redemption. The Company, at its option, may redeem the Notes, in whole at any time, or in part from time to time on or after June 1, 2008 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below, together, in each case, with accrued and unpaid interest to the Redemption Date, if redeemed during the twelve month period beginning on June 15 of each year listed below:

Year	Redemption Price
2008	104.375	%
2009	102.916	%
2010	101.458	%
2011 and thereafter	100.000	%

Notwithstanding the foregoing, the Company may redeem in the aggregate up to 35% of the original principal amount of Notes at any time and from time to time prior to June 1, 2006 at a redemption price equal to 108.75% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the Redemption Date, out of the net cash proceeds of one or more Qualified Equity Offerings; provided that (1) at least 65% of the principal amount of Notes originally issued remains outstanding immediately after the occurrence of any such redemption and (2) any such redemption occurs within 180 days following the closing of any such Qualified Equity Offering.

7. Tax Redemption. The Notes are redeemable, in whole but not in part, at the option of the Company at any time, upon not less than 30 nor more than 60 days’ prior written notice, mailed by first class mail to each Holder at its last address appearing in the register maintained by the Registrar of Notes, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the Redemption Date, if the Company is or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of a change in, or amendment to, the laws (or any regulations promulgated thereunder) of any Taxing Authority, or any changes in, or amendment to, any official position regarding the application or interpretation of such laws or regulations.

Prior to the publication of any notice of redemption pursuant to this provision, the Company shall deliver to the Trustee (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (b) an opinion of legal counsel qualified under the laws of the relevant jurisdiction to the effect that the

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Company or such Guarantor has or shall become obligated to pay such Additional Amounts as a result of such amendment or change as described above.

8. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his registered address. On and after the Redemption Date, unless the Company defaults in making the redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption, unless the Company shall fail to redeem any Notes.

9. Offers to Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

10. [Reserved].

11. [Registration Rights. Pursuant to a Registration Rights Agreement among the Company, the Guarantors, UBS Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, CIBC World Markets Corp., TD Securities (USA) Inc. and Well Fargo Securities, LLC as Initial Purchasers of the Notes, the Company and the Guarantors shall be obligated to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Note for notes of a separate series issued under the Indenture (or a trust indenture substantially identical to the Indenture in accordance with the terms of the Registration Rights Agreement) which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Notes. The Holders shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms

of the Registration Rights Agreement.

12. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,OOO and integral multiples of $1,OOO. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes or portion of a Note selected for redemption, or register the transfer of or exchange any Notes for a period of 15 days before a mailing of notice of redemption.

13. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes.

Include corresponding terms of applicable registration rights agreement, if any.

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14. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an “abandoned property” law designates another Person.

15. Amendment. Supplement. Waiver, Etc. The Company, any Guarantors and the Trustee may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Act and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by the Company, any Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

16. Restrictive Covenants. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur additional Indebtedness, make payments in respect of their Equity Interests or certain Indebtedness, make certain Investments, create or incur liens, enter into transactions with Affiliates, enter into agreements restricting the ability of Restricted Subsidiaries to pay dividends and make distributions, issue Equity Interests of any Restricted Subsidiaries of the Company, and on the ability of the Company to merge or consolidate with any other Person or transfer all or substantially all of the Company’s or any Guarantor’s assets. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.04 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations.

17. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation shall, except as provided in Article Five, be released from those obligations.

18. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 of the Indenture with respect to the Company) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes, by written notice to the Trustee and the Company, may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued and unpaid interest to the date of acceleration and the same shall become immediately due and payable. If an Event of Default specified in clause (7) or (8) of Section 6.01 of the Indenture occurs with respect to the Company, the principal amount of and interest on, all Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity

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satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their best interests.

19. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

20. No Recourse Against Others. No past, present or future director, officer, employee, partner, incorporator or shareholder, of the Company or any Guarantor or any corporate successor thereto shall have any liability for any obligations of the Company under the Notes, the Note Guarantees, the Indenture or for a claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

21. Discharge. The Company’s obligations pursuant to the Indenture shall be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of money in United States dollars or U.S. Government Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption, as the case may be.

22. Note Guarantees. The Note is entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

23. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

24. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company and the Guarantors agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

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25. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/ A (= Uniform Gifts to Minors Act).

26. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of

redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

IPSCO INC.

650 Warrenville Road

Suite 500

Lisle, Illinois 60532

Attention: Chief Financial Officer

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[FORM OF ASSIGNMENT FOR UNRESTRICTED NOTES]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax J.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears on the other side of this Note)

Signature Guaranteed

(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, check the appropriate box:

o Section 4.10 o Section 4.15

If you want to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$

(multiple of $1 ,000)

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guaranteed

(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)

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EXHIBIT B

[FORM OF PRIVATE PLACEMENT LEGEND]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MA Y NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO IPSCO INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND, IF REQUESTED BY IPSCO INC. OR THE TRUSTEE, AN OPINION OF COUNSEL ACCEPTABLE TO THEM THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (PROVIDED THAT SUCH NON-U.S. PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER THE NOTE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT, EXCEPT IN ACCORDANCE WITH APPLICABLE SECURITIES LA WS IN CANADA), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTE, THE HOLDER MUST TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR NON-U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND IPSCO INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER

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INFORMATION AS EITHER OF THEM MA Y REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

THIS NOTE HAS NOT BEEN THE SUBJECT OF ANY PROSPECTUS FILED UNDER THE SECURITIES LAWS OF ANY CANADIAN PROVINCE OR TERRITORY. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF REPRESENTS, IF IT IS A RESIDENT OF CANADA, THAT IT IS PURCHASING THE NOTE IN A TRANSACTION, WHICH IS EXEMPT FROM THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS IN CANADA. THE SALE OF THE NOTE TO IT QUALIFIES (BY REASON OF THE AMOUNT OF THE CONSIDERATION BEING PAID BY THE PURCHASER OF THE SECURITIES OR BY REASON OF THE STATUS OF THE PURCHASER, AS THE CASE MAYBE) FOR AN EXEMPTION FROM THE PROSPECTUS FILING AND DELIVERY OBLIGATIONS UNDER APPLICABLE CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LA WS (PROVIDED THAT APPLICABLE REGISTRATION REQUIREMENTS AND FILING OBLIGATIONS ARE SATISFIED AND ANY APPLICABLE FEES ARE PAID), AND IT HAS PROVIDED SUCH INFORMATION AND MADE SUCH REPRESENTATIONS TO THE SELLER OF THE SECURITIES AS MA Y BE REASONABLY NECESSARY FOR THE SELLER TO RELY ON SUCH EXEMPTIONS AND AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE DATE ON WHICH RESALE RESTRICTIONS TERMINATE UNDER APPLICABLE SECURITIES LAWS.

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[FORM OF ASSIGNMENT FOR RESTRICTED NOTES]

I or we assign and transfer this Note to:

(Insert assignee’s social security or tax J.D. number)

(Print or type name, address and zip code of assignee)

and irrevocably appoint:

Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him.

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms without utilizing any general solicitation or general advertising that:

[Check One]

o (a)	This Note is being transferred in compliance with the exemption from registration under the Securities Act provided by Rule 144A thereunder.
	or
o (b)	This Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If neither of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been satisfied.

Date:	Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guaranteed

(Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)

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TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

NOTICE: To be executed by
an executive officer

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EXHIBIT C

[FORM OF LEGEND FOR GLOBAL NOTE]

Any Global Note authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Note) in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE TO A NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE) MAYBE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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EXHIBIT D

Form of Certificate To Be Delivered in Connection with

Transfers to Non-OIB Institutional Accredited Investors

WELLS FARGO BANK MINNESOTA, N.A. IPSCO INC.

c/o Wells Fargo Bank Minnesota, N.A. MAC N9303-110

6th & Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Department

Re:IPSCO Inc. (the “Company”)

8 3/4% Senior Notes due 2013 (the ‘‘Notes’’)

Dear Sirs:

In connection with our proposed purchase of $       aggregate principal amount of the Notes, we confirm that:

1.             We are not a resident of Canada or a corporation or other entity governed by the laws of Canada or any province or territory thereof.

2.             We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of June 18, 2003 relating to the Notes and we agree to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”), and any applicable securities laws of any province or territory of Canada.

3.             We understand that the Notes have not been registered under the Securities Act or any other applicable securities laws, have not been and shall not be qualified for sale under the securities laws of any province or territory of Canada or any other non-U.S. jurisdiction and that the Notes may not be offered, sold, pledged or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes within the time period referred to in Rule 144(k) of the Securities Act, we shall do so only (i) to the Company or any subsidiary thereof, (ii) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer”

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(as defined in Rule 144A), (iii) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you a signed letter substantially in the form of this letter and, at your request, an opinion of counsel acceptable to you and the Company that such transfer is in compliance with the Securities Act, (iv) outside the United States to persons other than U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S under the Securities Act, (v) pursuant to the exemption form registration provided by Rule 144 under the Securities Act (if applicable) or (vi) pursuant to an effective registration statement, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein.

4.              We understand that, on any proposed resale of any Notes, we shall be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us shall bear a legend to the foregoing effect.

5.             We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting each are able to bear the economic risk of our or its investment, as the case may be.

6.              We are acquiring the Notes purchased by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

                7.             We have no intention of transferring the Notes to a resident of Canada and (a) we acknowledge that transfers of Notes to residents of Canada may be restricted under certain circumstances and (b) we agree to comply with any applicable Canadian provincial securities laws in respect of any transfer of Notes to a resident of Canada.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferee]

By:

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EXHIBIT E

Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S

WELLS FARGO BANK MINNESOTA, N.A. IPSCO INC.

c/o Wells Fargo Bank Minnesota, N.A. MAC N9303-110

6th & Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Department

Re:IPSCO Inc. (the “Company”)

8 3/4% Senior Notes due 2013 (the ‘‘Notes’’)

Dear Sirs:

In connection with our proposed sale of $         aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities AcC), and, accordingly, we represent that:

(1) the offer of the Notes was not made to a U.S. person or to a person in the United States;

(2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

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(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised the transferee of the transfer restrictions applicable to the Notes.

You and the Company are each entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:

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EXHIBIT F

[FORM OF NOTE GUARANTEE]

Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of June 18, 2003, by and between IPSCO Inc., as issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Note Guarantee.

[Signatures on Following Pages]

F-1

IN WITNESS WHEREOF, each of the Guarantors has caused this Note Guarantee to be signed by a duly authorized officer.

The Guarantors:

[GUARANTORS]

Dated:

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EXHIBIT G

FORM OF LEGEND APPLICABLE TO CANADIAN HOLDERS

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, ANY HOLDER OF THIS NOTE IN CANADA SHALL NOT TRADE THE NOTE BEFORE THE DATE THAT IS FOUR MONTHS AND ADA Y AFTER THE DISTRIBUTION DATE OF THE NOTES.

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EX-4.2A

Exhibit 4.2a

IPSCO Inc.

2005 Form 10-K

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of February 13, 2006 (this “First Supplemental Indenture”), by and between IPSCO Inc., (the “Company”) and Wells Fargo Bank, N.A. (as successor by merger with Wells Fargo Bank Minnesota N.A.), as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have entered into that certain Indenture, dated as of June 18, 2003, providing for the issuance and delivery by the Company of the Company’s 8.75% Senior Notes ( the “Securities” and each a “series” of Securities); and

WHEREAS, there is currently outstanding under the Indenture an aggregate principal amount of $143,855,000; and

WHEREAS, Section 8.01 of the Indenture provides that the Company, when authorized by Board Resolution, and the Trustee may, amend or supplement the Indenture with respect to such Securities, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture which does not materially adversely affect any rights of any Holder without the consent of the Securities Holders; and

WHEREAS, the Company has received and delivered to the Trustee an Officers’ Certificate to effect the Proposed Amendment under the Indenture so certifying; and

WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter into this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of each series of the Securities:

AMENDMENT

1.1Amendment of Section 1.01

The definition of  “GAAP” shall be deleted and replaced with the following definition;

“GAAP” means, the generally accepted accounting principals which are in effect from time to time in the United States applied on a consistent basis.

MISCELLANEOUS

1.2EFFECTIVE DATE The effective date of this amendment will be December 31, 2005.

1.3INTERPRETION Upon execution and delivery of this First Supplemental Indenture, the Indenture shall be modified and amended in accordance with this First Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this First Supplemental Indenture will control. The Indenture, as modified and amended by this First Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every holder of Securities. In case of conflict between the terms and conditions contained in the Securities and those contained in the Indenture, as modified and amended by this First Supplemental Indenture, the provisions of the Indenture, as modified and amended by this First Supplemental Indenture, shall control.

1.4CONFLICTS WITH THE TRUST INDENTURE ACT If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture.

1.5SEVERABILITY In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.6TERMS DEFINED IN THE INDENTUREAll capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

1.7HEADINGS The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

1.8BENEFITS UNDER THE FIRST SUPPLEMENTAL INDENTURE Nothing in this First Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the Securities.

1.9SUCCESSORS All agreements of the Company in this First Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

1.10THE TRUSTEE The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.

1.11CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

1.12GOVERNING LAW THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this First Supplemental Indenture.

1.13COUNTERPART ORIGINALS The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

Wells Fargo Bank, N.A., as
Trustee

 /s/ Lynn M. Steiner

Per:

IPSCO Inc.

/s/ Vicki L. Avril

Per:

/s/ Leslie T. Lederer

Per:

EX-10.1

Exhibit 10.1

IPSCO Inc.

2005 Form 10-K

INCENTIVE SHARE PLAN

IPSCO INC.

INCENTIVE SHARE PLAN
(amended and restated as of March 3, 2005)

1.Purpose of the Plan

The purpose of the Incentive Share Option Plan (the “Plan”) is to assist Ipsco Inc. (the “Corporation”) and its Subsidiaries in attracting, retaining and motivating individuals of outstanding ability by offering stock-based incentive rewards. The Plan is intended to motivate and reward individuals who contribute to the Corporation’s profitability and to give those individuals a proprietary interest in the Corporation’s growth and financial success.

2.Definitions

As used in the Plan, the following words shall have the following meanings:

(a)“affiliate”has the meaning assigned by the Securities Act.

(b)“associate” has the meaning assigned by the Securities Act.

(c)“Award” means an award granted to any Participant in accordance with the provisions of the Plan in the form of Stock Options, Restricted Shares or Performance Units, or any combination of the foregoing.

(d)“Award Agreement” has the meaning ascribed thereto in Section 6(b).

(e)“Beneficiary” means the beneficiary or beneficiaries designated pursuant to Section 11 of the Plan to receive, upon the death of a Participant, Awards of Stock Options, Restricted Shares or Performance Units issued or payable to the Participant under the Plan.

(f)“Board of Directors” means the Board of Directors of the Corporation.

(g)“Committee” means the committee described in Section 4 of the Plan.

(h)“Common Shares” means the Common Shares of the Corporation.

(i)“Corporation” means IPSCO Inc. and its successors and assigns.

(j)“date of ceasing to be an officer or employee” or “date of termination of service” and all such similar expressions mean the last date of active employment of the officer or employee and for the purposes of this Plan:

(i)any period after the date on which an officer or employee has received a notice of termination of employment; or

(ii)any period during which an officer or employee is in receipt of
or eligible to receive severance pay or compensation in lieu of notice,

is deemed to be after the date of termination of employment.

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(k)“Disability” has the meaning ascribed thereto in Section 7(j)(i).

(l)“Eligible Director” means a person who is a “non-employee director” within the meaning of Rule 16-b3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation.

(m)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(n)“Exercise Price” means the price at which a holder of a Stock Option may purchase the Common Shares issuable upon exercise of the Stock Option.

(o)“Fair Market Value” means, as of any date, the last sale price per share of a board lot of the Common Shares on the Toronto Stock Exchange (the “TSE”) for such date, or if there was no such sale price reported for such date, the price on the next preceding date on which there was such a sale reported.

(p)“insider” has the meaning assigned by the Securities Act and also includes associates and affiliates of an insider for only includes a director or senior officer of a Subsidiary or an affiliate of the Corporation if such director or senior officer (a) in the ordinary course receives or has access to information as to material facts or material changes concerning the Corporation before the material facts or materials changes are generally disclosed; (b) is a director or senior officer of a Major Subsidiary of the Corporation; or (c) is an insider of the Corporation in a capacity other than as a director or senior officer of the Subsidiary or affiliate.

(q)“Major Subsidiary” has the meaning assigned by Canadian Securities Administrators’ National Instrument 55-101 – “Exemption from Certain Insider Reporting Requirements,” as amended.

(r)“outstanding issue” means the number of common shares of the Company issued and outstanding on a non-diluted basis.

(s)“Participant” has the meaning ascribed thereto in Section 5.

(t)“Performance Objective” has the meaning ascribed thereto in Section 9(a).

(u)“Performance Period” has the meaning ascribed thereto in Section 9(a).

(v)“Performance Unit” means a performance unit awarded under Section 9 of the Plan.

(w)“reserved for issuance” refers to shares which may be issued in the future upon the exercise of Stock Options which have been granted (shares are considered “reserved for issuance” commencing when the Stock Options are granted, regardless of when they can be exercised).

(x)“Restricted Shares” means one or more Common Shares awarded under Section 8 of the Plan, subject to such restrictions as the Committee deems appropriate or desirable.

(y)“Restriction Period” has the meaning ascribed thereto in Section 8(a).

(z)“Retirement” has the meaning ascribed thereto in Section 7(j)(ii).

(aa)“Securities Act” means the Securities Act (Ontario), as amended.

(bb)“Stock Option” means a stock option awarded under Section 7 of the Plan.

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(cc)“Stock Option Agreement” means an Award Agreement relating to Stock Options.

(dd)“Subsidiary” means a subsidiary of the Corporation within the meaning of the Canada Business Corporations Act.

3.Shares Subject to the Plan

(a)Since the inception of the Plan, a maximum of Six Million One Hundred Seventy-Five Thousand (6,175,000) Common Shares have been authorized for issuance under and in accordance with the Plan. As at March 3, 2005, Four Million Three Hundred Eighty-Four Thousand Eight Hundred Twenty-Seven (4,384,827) of such Common Shares have been issued and Nine Hundred Fourteen Thousand Three Hundred Fifty-Four (914,354) Common Shares are issuable upon the exercise of all currently outstanding Stock Options and Performance Units, and Eight Hundred Seventy-Five Thousand Eight Hundred Nineteen (875,819) Common Shares are available for issuance in connection with subsequent grants of Awards. No fractional common shares may be purchased or issued under the Plan. If any Stock Option expires unexercised or is terminated, surrender or cancelled without being exercised in whole or in part for any reason, or any Performance Units payable in Common Shares or Restricted Shares are forfeited, then the number of Common Shares issued or issuable, as applicable, under such forfeited, terminated or expired Awards shall again become available for award under the Plan.

(b)In no event shall the aggregate number of Common Shares reserved for issuance under the Plan for any one person exceed two percent (2%) of the issued and outstanding Common Shares.

(c)In no event shall:

(i)the number of Common Shares issuable and issued pursuant to this Plan and when combined with any other security based compensation arrangement of the Corporation insiders exceed 10% of the issued and outstanding Common Shares;

(ii)the number of Common Shares issuable to any one insider exceed 2% of the total issued and outstanding Common Shares; and

(iii)the number of Common Shares issuable and issued under the Plan to non-employee members of the Board of Directors exceed 0.25% of the issued and outstanding Common Shares of the Corporation,

without obtaining the approval of a majority of the votes cast at a shareholders’ meeting.

4.Administration of the Plan

The Plan shall be administered by the Board of Directors which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or dvisable for the administration of the Plan. The Board of Directors may delegate any or all of its authority with respect to the administration of the Plan and any or all of the rights, powers and discretions with respect to the Plan granted to it hereunder to the Management Resources and Compensation Committee or such other committee of directors of the Company as the Board of Directors may designate (the “Committee”) and upon such delegation, the Committee, as well as the Board of Directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan. The directors of the Company may fully participate in voting and in other deliberations or proceedings of the Board of Directors in respect of the Plan, notwithstanding: (i) the eligibility of the directors to participate in the Plan; and (ii) that the directors may hold Stock Options granted pursuant to the Plan. On and after the time that the Corporation ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, unless the Board of Directors is acting as the Committee or the Board of Directors specifically determines otherwise, each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan, be an Eligible Director, provided that the mere fact that a Committee member shall fail to

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qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly made under the Plan.

(a)The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any part thereof and to make and amend rules for carrying out the Plan, and its interpretations and constructions thereof and actions taken thereunder shall be, except as otherwise determined by the Board of Directors, final, conclusive and binding on all persons for all purposes.

(b)The Committee’s decisions and determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.

(c)The Committee may adopt its own rules of procedure and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee.

5.Eligibility

Awards may be granted under the Plan to such directors and full-time or part-time officers and employees of the Corporation and its Subsidiaries as the Committee may from time to time designate as participants (the “Participants”) under the Plan.

6.Grant of Awards and Award Agreements

(a)Subject to the provisions of the Plan and applicable law, the Committee shall (i) determine and designate from time to time those Participants or groups of Participants to whom Awards are to be granted; (ii) determine the form or forms of Award to be granted to any Participant; (iii) determine the amount or number of Stock Options, Restricted Shares or Performance Units subject to each Award; and (iv) determine the terms and conditions of each Award.

(b)Each Award granted under the Plan shall be evidenced by a written award agreement (“Award Agreement”). The Award Agreement shall be subject to and incorporate the express terms and conditions, if any, required under the Plan or otherwise provided by the Committee. Subject to Section 6(c), such terms may, at the discretion of the Committee, include provisions to the effect that upon a change of control, conditions or restrictions applicable to some or all of the Stock Options, Restricted Shares or Performance Units shall be waived in whole or in part and the vesting of all or some of the Stock Options, Restricted Shares or Performance Units shall be accelerated.

(c)All Awards that may involve the issuance of Shares in settlement of the Award shall have a minimum vesting period of one year following the grant of the Award.

7.Terms of Stock Options

All Stock Options shall be granted upon and subject to the terms and conditions hereinafter set forth.

(a)Exercise Price. The exercise price for each Common Share pursuant to the exercise of a Stock Option shall be as determined by the Committee, but shall in no event be less than one hundred percent (100%) of the last sale price per share of a board lot of the Common Shares on The Toronto Stock Exchange on the last business day on which there was a trade of a board lot, prior to the day the Stock Option is granted to such Participant.

(b)Vesting. Subject to Section 6(c), the Stock Options shall vest and become exercisable in accordance with the terms and conditions determined by the Committee at the time of the grant as set out in the Stock Option Agreement.

(c)Length of Grant. Any Stock Options granted shall expire not later than the tenth anniversary of the date such Stock Options were granted.

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(d)Non-Assignability of Stock Options. Subject to Section 11, Stock Options shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by a Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and may be exercisable during the lifetime of the Participant only by such Participant.

(e)Right to Postpone Exercise. Each Participant, upon becoming entitled to exercise a Stock Option in respect of any Common Shares in accordance with the Stock Option Agreement, shall thereafter be entitled to exercise the Stock Option to purchase any such Common Shares at any time prior to the expiration or other termination of the Stock Option Agreement or the Stock Option rights granted thereunder in accordance with the Plan or Stock Option Agreement.

(f)Exercise of Payment. Any Stock Option may be exercised by a Participant or the legal representative of a Participant giving notice to the Corporation specifying the number of Common Shares in respect of which such Stock Option is being exercised, accompanied by payment (by certified cheque, bank draft or other instrument acceptable to the Corporation, to be payable to the Corporation) of the entire exercise price (determined in accordance with the Stock Option Agreement) for the number of shares specified in the notice. Upon any such exercise of a Stock Option by a Participant the Corporation shall cause the transfer agent of Common Shares of the Corporation to promptly deliver to such Participant or the legal representative of such Participant, as the case may be, a share certificate in the name of such Participant or the legal representative of such Participant, as the case may be, representing the number of shares specified in the notice.

(g)Rights of Participants. The Participants shall have no rights whatsoever as shareholders in respect of any of the Common Shares subject to the Stock Option (including, without limitation, any right to receive dividends or other distributions, voting rights, warrants or rights under any rights offering) other than Common Shares in respect of which Participants have exercised their Stock Option to purchase and which have been issued by the Corporation.

(h)Third Party Offer. If at any time when a Stock Option remains unexercised with respect to any Common Shares, a general offer to purchase all of the issued shares of the Corporation is made by a third party, the Corporation shall use its best efforts to bring such offer to the attention of the Participants as soon as practicable and the Corporation may, at its option, require the acceleration of the time for the exercise of the Stock Options granted under the Plan and of the time for the fulfillment of any conditions or restrictions on such exercise.

(i)Termination. If a Participant is dismissed as an officer or employee by the Corporation or any of its subsidiaries for cause, all unexercised Stock Options of that Participant under the Plan shall immediately become terminated and shall lapse notwithstanding the original term of any Stock Option granted to such Participant under the Plan.

(j)Disability or Retirement. If a Participant ceases to be an employee (and if such Participant is an officer, such Participant ceases to be an officer) of the Corporation (and, if such Participant is an employee or officer of any Subsidiary of the Corporation, such Participant also ceases to be an employee or officer of any such Subsidiary) as a result of:

(i)disability or illness preventing the Participant from performing the duties routinely performed by such Participant (“Disability”);

(ii)retirement at the normal retirement age prescribed by the Corporation pension plan of which the Participant is a member (“Retirement”); or

(iii)such other circumstances as may be approved by the Committee,

such Participant shall have the right for a period of three (3) years (or until the normal expiry date of any Stock Options of such Participant if earlier) from the date of ceasing to be an officer or employee to exercise any unexpired Stock Options to the extent they were exercisable on the date of ceasing to be an officer or employee. Upon the expiration of such three (3) year period (or such shorter period, if applicable), all unexercised Stock Options of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of

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any Stock Options granted to such Participant. This Section 7(j) shall not apply to any officer or employee that is a director of the Corporation or any of its subsidiaries after the time that such officer or employee ceases to be an officer or employee of the Corporation and of its subsidiaries.

(k)Deceased Participant. In the event of the death of any Participant (other than a director of the Corporation or any of its subsidiaries who is not an officer or employee of the Corporation or any of its subsidiaries), the legal representative of such deceased Participant shall have the right for a period of three (3) years (or until the normal expiry date of any Stock Options of such deceased Participant if earlier) from the date of death of such deceased Participant to exercise any unexpired Stock Options of such deceased Participant to the extent they were exercisable on the date of death. Upon the expiration of such three (3) year period (or such shorter period, if applicable), all unexercised Stock Options of such deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of any Stock Options granted to such deceased Participant under the Plan.

In the event of the death of any Participant who is a director of the Corporation or any of its Subsidiaries and who is not an officer or employee of the Corporation or any of its subsidiaries, the legal representative of such deceased Participant shall have the right for a period of one (1) year (or until the normal expiry date of any Stock Options of such deceased Participant if earlier) from the date of death of such deceased Participant to exercise any unexpired Stock Options of such deceased Participant to the extent they were exercisable on the date of death. Upon the expiration of such one (1) year period (or such shorter period, if applicable), all unexercised Stock Options of such deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of any Stock Options granted to such deceased Participant under the Plan.

(l)Other Termination. If a Participant ceases to be an employee (and if such Participant is an officer, such Participant ceases to be an officer) of the Corporation (and, if such Participant is an employee or officer of any Subsidiary of the Corporation, such Participant also ceases to be an employee or officer of any such Subsidiary) for a reason other than those specified in Section 7(i), 7(j) or 7(k) hereof, such Participant shall have the right for a period of sixty (60) days (or until the normal expiry date of any Stock Options of such Participant if earlier) from the date of ceasing to be an officer or employee to exercise any unexpired Stock Options to the extent they were exercisable on the date of ceasing to be an officer or employee. Upon the expiration of such sixty (60) day period (or such shorter period, if applicable), all unexercised Stock Options of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of any Stock Options granted to such Participant under the Plan. This Section 7(l) shall not apply to any officer or employee that is a director of the Corporation or any of its Subsidiaries after the time that such officer or employee ceases to be an officer or employee of the Corporation and its Subsidiaries.

(m)Ceasing to be a Director. If a Participant ceases to be a director (and, if such Participant is a director of any of the subsidiaries of the Corporation, such Participant also ceases to be a director of any such Subsidiary) of the Corporation for any reason other than as specified in Section 6(k) hereof, such Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Stock Option rights of such Participant if earlier) from the date of ceasing to be a director to exercise any outstanding Stock Options to the extent they were exercisable on the date of ceasing to be a director of the Corporation and its Subsidiaries. Upon the expiration of such one (1) year period (or such shorter period, if applicable), all unexercised Stock Options of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of any Stock Options granted to such Participant under the Plan. This Section 7(m) shall not apply to any director of the Corporation or any of its Subsidiaries that is an officer or employee of the Corporation or any of its Subsidiaries after the time such person ceases to be a director of the Corporation and its Subsidiaries.

(n)Discretion to Extend Exercise Period. In the case of any Stock Option Agreement in respect of Stock Options which have been granted previously and are outstanding and which are held by any Participant (other than a director of the Company or any of its subsidiaries who is not an officer or employee of the Company or any of its subsidiaries), the Board of Directors shall have the authority to determine in its sole discretion to extend any exercise period of one (1) year that is specified in such Stock Option Agreement to apply following Disability, Retirement, other special circumstances, or the death of the Participant as described in sections 7(j) and 7(k) herein, by up to an additional two (2) years (or until the normal expiry date of the Stock Option if earlier).

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8.Restricted Shares

(a)Restricted Shares shall be subject to a restriction period (after which restrictions shall lapse), which period shall be determined by the Committee at its sole discretion (the “Restriction Period”) provided that the Restriction Period shall not be less than one year. The Committee may provide for the lapse of restrictions in installments where deemed appropriate. The Committee may, at its discretion, provide that the Restricted Shares shall be subject to Performance Objectives (as such term is defined in Section 9).

(b)Except when the Committee determines otherwise pursuant to Section 8(d), if a Participant terminates employment with the Corporation and all Subsidiaries for any reason before the expiration of the Restriction Period or the achievement of the specified Performance Objectives, if any, all Restricted Shares still subject to restriction shall be forfeited by the Participant and shall be reacquired by the Corporation.

(c)Except as otherwise provided in this Section 8, no Restricted Shares received by a Participant shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.

(d)Subject to the minimum Restriction Period of one year, in cases of death, Disability or Retirement of a Participant or other special circumstances, the Committee may, in its sole discretion when it finds that a waiver would be in the best interests of the Corporation, elect to waive any or all remaining restrictions or extend the Restriction Period applicable to the Restricted Shares held by that Participant.

(e)The Committee may require, under such terms and conditions as it deems appropriate or desirable, that the certificates for Restricted Shares delivered under the Plan may be held in custody by a bank or other institution, or that the Corporation may itself hold such shares in custody until the Restriction Period expires or until restrictions thereon otherwise lapse, and may require, as a condition of any Award of Restricted Shares that the Participant shall have delivered a stock power endorsed in blank relating to the Restricted Shares.

(f)Nothing in this Section 8 shall preclude a Participant from exchanging any Restricted Shares subject to the restrictions contained herein for other Common Shares that are similarly restricted.

(g)Subject to Section 8(e) and Section 10, each Participant entitled to receive Restricted Shares under the Plan shall be issued a certificate for such shares. Such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend reciting the terms, conditions and restrictions, if any, applicable to such Award and shall be subject to appropriate stop-transfer orders.

(h)Except for the restrictions on Restricted Shares under this Section 8, each Participant who receives Restricted Shares shall have the rights of a shareholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions.

9.Performance Units

(a)Subject to the provisions of the Plan, the Committee shall (i) determine and designate from time to time those Participants or groups of Participants to whom Awards of Performance Units are to be made; (ii) determine the Performance Period (the “Performance Period”) and Performance Objectives (the “Performance Objectives”) applicable to such Awards; (iii) determine the form of settlement of a Performance Unit pursuant to Section 9(f); and (iv) generally determine the terms and conditions of each such Award. The Award Agreement covering such Performance Units shall specify a value for each Performance Unit or a formula for determining the value of each Performance Unit at the time of settlement.

(b)The Committee shall determine a Performance Period at its sole discretion, provided that the Performance Period for any Award that may involve the issuance of Shares shall not be less than one year. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Units for which different Performance Periods are prescribed.

(c)The Committee shall determine the Performance Objectives of Awards of Performance Units. Performance Objectives may vary from Participant to Participant and between groups of Participants and shall be

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based upon such performance criteria or combination of factors as the Committee may deem appropriate, including, but not limited to, minimum earnings, earnings per share, earnings growth, earnings per share growth, return on equity or share price appreciation. If during the course of a Performance Period, there shall occur significant events that the Committee expects to have a substantial effect on the applicable Performance Objectives during such period, the Committee may revise such Performance Objectives.

(d)At the beginning of a Performance Period, the Committee shall determine for each Participant or group of Participants the number of Performance Units in respect of which the Participant or member of the group of Participants shall be entitled to payment if the applicable Performance Objectives are met in whole or in part during the Performance Period.

(e)If a Participant terminates service with the Corporation and all Subsidiaries during a Performance Period because of death, Disability, Retirement, or under other circumstances where the Committee in its sole discretion finds that a waiver would be in the best interests of the Corporation, that Participant may, as determined by the Committee, be entitled to a payment in respect of an Award of Performance Units at the end of the Performance Period based upon the extent to which the Performance Objectives were satisfied during such period, and such other factors as the Committee deems relevant, and, if the Committee deems appropriate, prorated for the portion of the Performance Period during which the Participant was employed by the Corporation or any Subsidiary, provided, however, the Committee may provide for an earlier payment in settlement of such Performance Units in such amount and under such terms and conditions as the Committee deems appropriate or desirable; or alternatively, the Committee may extend the Performance Period for such Participant. If a Participant terminates service with the Corporation and all Subsidiaries during a Performance Period for any reason, other than death, Disability or Retirement, then such Participant shall not be entitled to any payment in respect of an Award of Performance Units for that Performance Period unless the Committee shall otherwise determine.

(f)Each payment in respect of an Award of a Performance Unit to which a Participant becomes entitled upon satisfying the applicable Performance Objectives during the Performance Period shall be settled in whole Common Shares, or cash, or a combination of Common Shares and cash either as a lump sum payment or in annual installments, all as the Committee shall determine, with payment to commence as soon as practicable after satisfaction of the relevant Performance Objective or at the end of the relevant Performance Period as set out in the Award Agreement.

(g)WhereCommon Shares are issued in settlement of Performance Units, such shares shall be valued at their Fair Market Value on the date the relevant Performance Objective is achieved or on the last day of the relevant Performance Period as set out in the Award Agreement and the value of the Performance Units to which the Participant is entitled shall be divided by such Fair Market Value of a common Share in order to determine the number of Common Shares to which the Participant is entitled in settlement of such Performance Units.

(h)No Participant awarded a Performance Unit shall have any right as a shareholder with respect to any shares covered by the Award prior to the date such shares have been recorded on the Corporation’s official shareholder records as having been issued or transferred to the Participant.

10.Certificates for Common Shares

(a)The Corporation shall not be required to issueor deliver any certificates for Common Shares pursuant to any Award prior to: (i) the listing of such shares on any stock exchange on which the Common Shares may then be listed; and (ii) the completion of anyregistration or qualification of such shares under any Canadian or United States federal, provincial or state law, or any ruling or regulation of any government body which the Corporation shall, in its sole discretion, determine to be necessary or advisable or the Corporation being satisfied that appropriate exemptions are available.

(b)All certificates for Common Shares delivered under the Plan shall also be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of applicable securities regulatory authorities, any stock exchange upon which the Common Shares are then listed and any applicable federal, state or local securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

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11.Beneficiary Designation

(a)Each Participant may file with the Corporation a written designation of one or more persons as the Beneficiary or Beneficiaries who shall be entitled upon the Participant’s death to receive the benefits of any Award payable or granted to the Participant under the Plan. Subject to the requirements of law, a Participant may from time to time revoke or change the Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Corporation. The last such designation received by the Corporation shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Corporation prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.

(b)If no such Beneficiary designation is in effect at the time of a Participant’s death, or if no designated Beneficiary survives the Participant or if such designation conflicts with applicable law, the Participant’s estate shall be entitled to receive the benefits of any Award held by the Participant, as such benefits are determined in accordance with this Plan, upon the Participant’s death. If the Committee is in doubt as to the right of any person to receive the benefits of such Award, the Corporation may retain such benefits, without liability for any interest thereon, until the Committee determines the rights thereto, or the Corporation may pay such benefits into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Corporation therefor.

12.Transfers and Leaves of Absence

Solely for the purposes of the Plan: (a) a transfer of a Participant’s employment without an intervening period from the Corporation to a Subsidiary or vice versa, or from one Subsidiary to another, shall not be deemed a termination of employment; and (b) a Participant who is granted in writing a leave of absence in accordance with the applicable policies of the Corporation shall be deemed to have remained in the employ of the Corporation or a Subsidiary, as the case may be, during such leave of absence.

13.Stock Adjustments

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Corporation, the Committee may make such adjustment, if any, of the number of Common Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to Participants under the Plan. In any such event, the maximum number of shares available under the Plan may be appropriately adjusted by the Committee subject to obtaining all necessary regulatory approvals. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation for those in another company is imminent, the Committee may, in a fair and equitable manner, determine the manner in which all unexercised Stock Option rights and other Awards granted under the Plan shall be treated including, for example, requiring the acceleration of the time for the exercise of such rights by the Participants and of the time for the fulfilment of any conditions or restrictions on such exercise or waiving conditions or restrictions on such Awards in whole or in part. The determination by the Committee as to the terms of any of the foregoing adjustments shall be conclusive and binding.

14.Withholding

The Corporation shall have the right to deduct from any cash payment made under the Plan any federal, provincial, state or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Corporation to deliver Common Shares upon the exercise of any Stock Option, upon payment of a Performance Unit or upon delivery of Restricted Shares that the Participant pay to the Corporation such amount as may be requested by the Corporation for the purpose of satisfying any liability for such withholding taxes. Any Award Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Award Agreement, to pay a portion or all of such withholding taxes in Common Shares in such manner as the Corporation may specify.

9

15.Amendment and Termination

(a)Subject to paragraph (b), the Committee may amend, suspend, or discontinue the Plan at any time, provided that all necessary regulatory approvals are obtained and no such action shall adversely affect any Awards already granted to a Participant without the consent of that Participant, except to the extent, if any, provided in the Plan or in the Award. If any law, agreement or exchange on which Common Shares of the Corporation are traded requires shareholder approval for an amendment to become effective, no such amendment shall become effective unless approved by vote of the Corporation’s shareholders.

(b)Notwithstanding paragraph (a), any amendment to the Plan involving a fundamental change to the Plan shall become effective only upon approval by vote at a meeting of shareholders of the Corporation. For greater certainty, an amendment involving a fundamental change to the Plan includes an amendment which may lead to significant dilution in the number of the Corporation’s outstanding Common Shares or may provide additional benefits to eligible insider participants, such as (i) any amendment involving an increase in the maximum number of Common Shares issuable under the Plan; (ii) any amendment involving a change to the eligible participants which would have the potential of broadening or increasing insider participation; (iii) any amendment involving the addition of any form of financial assistance; (iv) any amendment involving the addition of a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying Common Shares; and (v) any amendment involving a reduction in the pricing of an option, restricted share or performance unit, other than in connection with a Common Share split, subdivision or other similar Common Share reorganization. Amendments to the Plan involving, (x) any amendment of an administrative or a “housekeeping” nature; (y) any amendment involving a change in the vesting provisions under the Plan; and (z) an amendment involving a change to the termination provisions to the Plan which does not entail an extension beyond the original expiry date, may be made by the Committee in accordance with paragraph (a).

16.Effective Date

This amendment and restatement of the Plan shall be effective as of March 3, 2005, subject to its approval by the shareholders of the Corporation. No Restricted Shares or Common Shares in payment of Performance Units may be issued under the Plan until such shareholder approval is obtained. If shareholder approval is not obtained, the Incentive Share Option Plan, in its form prior to this amendment and restatement, shall continue in effect. Stock Options granted prior to March 3, 2005 shall continue to be governed by the terms and conditions in effect immediately prior to this amendment and restatement of the Plan.

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EX-10.2

Exhibit 10.2

IPSCO Inc.

2005 Form 10-K

Amended Effective

December 31, 2002

IPSCO INC.

DEFERRED SHARE UNIT PLAN

FOR DIRECTORS

1.INTRODUCTION

1.1Purpose

The IPSCO Inc. Deferred Share Unit Plan for Directors has been established to provide directors of the Company with the opportunity to acquire share equivalent units convertible to cash or Common Shares upon their ceasing to act as directors. Acquiring such units will allow directors to participate in the long-term success of the Company and will promote a greater alignment of interests between the directors and the shareholders.

1.2Definitions

For purposes of the Plan:

(a)“Additional Fees” means the Chairman of the Board of Directors annual fee, Chairman of a Committee annual fee, per Board Meeting fee (for either in person or by telephone attendance) and per Committee Meeting fee payable in addition to the Annual Retainer to Eligible Directors pursuant to the Compensation Plan;

(b)“Annual Retainer” means the annual retainer payable to an Eligible Director in each year as determined by the Board from time to time in its discretion, for service as a member of the Board during a calendar year and which, for the year 2000, shall be U.S.$28,000;

(c)“Applicable Withholding Taxes” means any and all taxes and other source deductions or other amounts which the Company is required by law to withhold from any amounts to be paid or credited hereunder;

(d)“Award Date” means each date on which Deferred Share Units are credited to an Eligible Director in accordance with Section 3.1, which shall be, unless otherwise determined by the Committee, the last business day of each calendar quarter of each year;

(e)“Award Market Value” means the last sale price of a board lot of Common Shares on The Toronto Stock Exchange on the last trading day on such Exchange prior to the Award Date on which there was a trade of a board lot of Common Shares;

(f)“Board” means the board of directors of the Company;

(g)“Committee” means the committee of the Board responsible for recommending to the Board the compensation of the Eligible Directors, which at the effective date of the Plan is the Nomination and Governance Committee;

(h)“Common Shares” means the common shares of the Company;

(i)“Company” means IPSCO Inc.;

(j)“Compensation Plan” means the compensation plan for directors of the Company approved by the Board, effective January 1, 2000, as amended from time to time;

(k)“Deferred Share Unit” means a unit equivalent in value to a Common Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Section 3;

(l)“Deferred Share Unit Amount” has the meaning given thereto in Section 4.1;

(m)“Dividend Equivalents” means a bookkeeping entry whereby each Deferred Share Unit is credited with the equivalent amount of the dividend paid on a Common Share in accordance with Section 3.3;

(n)“Dividend Market Value” means the last sale price of a board lot of Common Shares on The Toronto Stock Exchange on the last trading day on such Exchange prior to a dividend payment date on which there was a trade of a board lot of Common Shares;

(o)“Elected Fees” has the meaning ascribed to such term in Section 3.1;

(p)“Election Form” means a document substantially in the form of Schedule “A” to this Plan;

(q)“Eligible Director” means a person who is, at the relevant time, a director or former director of the Company who is not an employee of the Company or any of its subsidiaries;

(r)“Plan” means this IPSCO Inc. Deferred Share Unit Plan for Directors, as amended from time to time;

(s)“Redemption Date” means the date upon which an Eligible Director ceases to be a member of the Board; and

(t)“Redemption Value” means the last sale price of a board lot of Common Shares on The Toronto Stock Exchange on the last trading day on such Exchange prior to the Redemption Date on which there was a trade of a board lot of Common Shares.

1.3Effective Date of Plan

The effective date of the Plan shall be January 1, 2000 or such later date as the Board may determine.

2.ADMINISTRATION

2.1Administration of the Plan

The Plan shall be administered by the Board of Directors which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Board of Directors may delegate any or all of its authority with respect to the administration of the Plan and any or all of the rights, powers and discretions with respect to the Plan granted to it hereunder to the Committee or such other committee of directors of the Company as the Board of Directors may designate and upon such delegation the Committee or other committee of directors, as the case may be, as well as the Board of Directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan. The directors of the Company may fully participate in voting and in other deliberations or proceedings of the Board of Directors in respect of the Plan, notwithstanding: (i) the eligibility of the directors to participate in the Plan; and (ii) that the directors may hold Deferred Share Units granted pursuant to the Plan.

2.2Determination of Value if Common Shares Not Publicly Traded

Should Common Shares no longer be publicly traded at the relevant time such that the Redemption Value and/or the Award Market Value and/or the Dividend Market Value cannot be determined in accordance with the formulae set out in the definitions of those terms, such values shall be determined by the Committee in good faith.

2.3Taxes and Other Source Deductions

The Company shall be authorized to deduct from any amount to be paid or credited hereunder any Applicable Withholding Taxes in such manner as the Company determines.

3.DEFERRED SHARE UNITS

3.1Award of Deferred Share Units

Each Eligible Director shall be credited with Deferred Share Units in respect of one-half, of such director’s Annual Retainer or the full amount of the Annual Retainer if so elected pursuant to Section 3.2(a) and the amount elected with respect to payment of Additional Fees, if any, made by each Eligible Director pursuant to Section 3.2(b) (collectively the “Elected Fees”), in each case in the manner set forth in this Plan. All Deferred Share Units to be credited to an Eligible Director will be credited to an account maintained for the Eligible Director on the books of the Company. Deferred Share Units will be credited to an Eligible Director in respect of the Annual Retainer and Elected Fees, if any, earned in the calendar quarter ended on the Award Date. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited as of each Award Date shall be determined by dividing (a) the amount of the applicable portion of the Annual Retainer and Elected Fees, if any, to be credited in Deferred Share Units on that Award Date by (b) the Award Market Value.

3.2Election

Each Eligible Director shall have the right to elect once each calendar year whether such director wishes to receive: (a) all of such director’s Annual Retainer; and/or (b) all or half of such director’s Additional Fees for the immediately succeeding year in the form of Deferred Share Units. This election shall be made by completing, signing and delivering to the Secretary of the Company the Election Form: (i) in the case of an existing director, by the end of the calendar year preceding the year to which such election is to apply; or (ii) in the case of a new director, as soon as possible after the director’s appointment. In each case, the election, when made, shall only apply prospectively with respect to the Eligible Director’s Annual Retainer and Additional Fees yet to be earned. Where no election is made with respect to the remaining Annual Retainer or Additional Fees, such fees will remain in the form of a cash payment.

3.3Credits for Dividends

An Eligible Director’s account shall be credited with Dividend Equivalents in the form of additional Deferred Share Units on each dividend payment date in respect of which ordinary course cash dividends are paid on Common Shares. Such Dividend Equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of Deferred Share Units recorded in the Eligible Director’s account on the record date for the payment of such dividend, by (b) the Dividend Market Value, with fractions computed to three decimal places.

3.4Reporting of Deferred Share Units

Statements of the Deferred Share Unit accounts will be provided to the Eligible Directors at least annually.

4.REDEMPTION OF DEFERRED SHARE UNITS

4.1Redemption of Deferred Share Units

(a)An Eligible Director shall be entitled on the Redemption Date to redeem the Deferred Share Units credited to the Eligible Director’s account for an amount (the “Deferred Share Unit Amount”) equal to the product that results from multiplying (i) the number of Deferred Share Units recorded in the Eligible Director’s account on the Redemption Date by (ii) the Redemption Value of the Common Shares. Upon payment in full of the value of the Deferred Share Unit Amount, the Deferred Share Units shall be cancelled.

(b)The Deferred Share Unit Amount payable to an Eligible Director, less any Applicable Withholding Taxes, may be used to acquire Common Shares on the open market through an independent broker designated by the Eligible Director (the “Designated Broker”) or may be paid in cash to the Eligible Director, at the Eligible Director’s option. Notwithstanding the foregoing, the Company may, in its discretion, (i) pay the Deferred Share Unit Amount, less any Applicable Withholding Taxes, in cash if the Company considers that purchase of the Common Shares and delivery thereof to an Eligible Director in a jurisdiction would require the Company to comply with legal requirements of the jurisdiction applicable to the Eligible Director or the Company with respect to the purchase of Common Shares, or (ii) subject to the receipt of any necessary shareholder and regulatory approvals, issue to the Eligible Director such number of Common Shares as equals the number of Deferred Share Units recorded in the Eligible Director’s account on the Redemption Date. If the Company issues Common Shares as aforesaid, such shares will be issued in consideration for the past services of the Eligible Director to the Company and the entitlement of the Eligible Director under this Plan shall be satisfied in full by such issuance of Common Shares. The Company will also make a cash payment, less any Applicable Withholding Taxes, to the Eligible Director with respect to the value of fractional Deferred Share Units standing to the Eligible Director’s credit after the maximum number of whole Common Shares has been issued by the Company as described above.

(c)If the Eligible Director has elected, and the Company has determined, that payment of the Deferred Share Unit Amount be made in the form of Common Shares purchased on the open market through a Designated Broker, as described in Section 4.1 (b) above, the Company will calculate the number of whole Common Shares to be purchased by the Designated Broker on the open market on behalf and for the benefit of the Eligible Director. The number of Common Shares will be determined by dividing (i) the Deferred Share Unit Amount payable, less any Applicable Withholdings Taxes, by (ii) the Redemption Value of a Common Share as determined on the Redemption Date. On the Redemption Date or, if the Redemption Date is not a trading date for shares on the Toronto Stock Exchange, on the next such trading date, the Company shall advise the Designated Broker of the specified number of whole Common Shares to be purchased on behalf of the Eligible Director. The Designated Broker will purchase the specified number of whole Common Shares as soon practicable after being notified by the Company. On or before the date of settlement with respect to the purchase of the Common Shares by the Designated Broker, the Company, acting as agent for the Eligible Director, will pay the purchase price of the specified number of

Common Shares to the Designated Broker, together with any reasonable brokerage fees or commissions related thereto. The Company will also make a cash payment, less any Applicable Withholdings Taxes, to the Eligible Director with respect to the value of fractional Deferred Share Units still standing to the Eligible Director’s credit after the maximum number of whole Common Shares has been purchased as described above.

(d)Notwithstanding the preceding paragraphs, if an Eligible Director becomes an employee of the Company or any of its subsidiaries, such Eligible Director’s Plan eligibility will be suspended. In such a circumstance, the director shall not be eligible to be credited with additional Deferred Share Units (other than Dividend Equivalents credited under Section 3.3 on the Deferred Share Units credited to such Eligible Director prior to the date of becoming such an employee) and shall not be eligible for redemption of Deferred Share Units as set out in the preceding paragraph until the later of the date of cessation of employment with the Company or any of its subsidiaries and the date on which the director ceases to be a member of the Board (the “Separation Date”). The date for redemption of the Deferred Share Units in these circumstances shall be the Separation Date and such date shall be deemed to be the Redemption Date for purposes of the redemption of the Deferred Share Units.

4.2Death of Eligible Director Prior to Redemption

Upon the death of an Eligible Director prior to the redemption of the Deferred Share Units credited to the account of such Eligible Director under the Plan, the beneficiary, or, in the absence of a valid designation of a beneficiary, the estate of such Eligible Director, shall be entitled to redeem the Deferred Share Units in accordance with Section 4.1. For greater certainty, the Deferred Share Unit Amount payable shall be equivalent to the amount which would have been paid to the Eligible Director pursuant to and subject to Section 4.1, calculated as if the Eligible Director had previously ceased to be a director of the Company on the day prior to his or her death. The beneficiary or estate, as the case may be, shall be entitled to select the Redemption Date and the manner of payment in satisfaction of Deferred Share Units in the same manner as the Eligible Director would have been permitted to do so had he or she survived and ceased to be a director of the Company on the day prior to his or her death. Notwithstanding the foregoing, the Company may, in its discretion, (i) pay the Deferred Share Unit Amount, less any Applicable Withholding Taxes, in cash if the Company considers that purchase of the Common Shares and delivery thereof to an Eligible Director’s beneficiary or estate, as the case may be, in a jurisdiction would require the Company to comply with legal requirements of the jurisdiction applicable to the beneficiary, the estate or the Company with respect to the purchase of Common Shares, or (ii) subject to the receipt of any necessary shareholder and regulatory approvals, issue to the beneficiary or estate, as the case may be, such number of Common Shares as equals the number of Deferred Share Units recorded in the beneficiary’s or estate’s account on the Redemption Date.

5.GENERAL

5.1Adjustments to Deferred Share Units

In the event of the declaration of any stock dividend, a subdivision, consolidation, reclassification, exchange, or other change with respect to the Common Shares, or a merger, consolidation, spin-off, or other distribution (other than ordinary course cash dividends) of the Company’s assets to its shareholders, the account of each Eligible Director and the Deferred Share Units outstanding under the Plan shall be adjusted in such manner, if any, as the Board may in its discretion deem appropriate to reflect the event. However, no amount will be paid to, or in respect of, an Eligible Director under the Plan or pursuant to any other arrangement, and no Deferred Share Units will be granted to such Eligible Director to compensate for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, an Eligible Director for such purpose.

5.2Designation of Beneficiary

An Eligible Director may, by written notice to the Secretary of the Company, designate a person to receive the benefits payable under the Plan on the Eligible Director’s death, and may also by written notice to the Secretary of the Company alter or revoke such designation from time to time, subject always to the provisions of any applicable law. Such written notice shall be in such form and shall be executed in such manner as the Committee in its discretion may from time to time determine.

5.3Amendment, Suspension, or Termination of Plan

(a)The Board may from time to time amend or suspend the Plan in whole or in part and may at any time terminate the Plan. However, any such amendment, suspension, or termination shall not adversely affect the right of any Eligible Director with respect to Deferred Share Units credited to such Eligible Director at the time of such amendment, suspension or termination, without the consent of the affected Eligible Director.

(b)If the Board terminates the Plan, no new Deferred Share Units will be credited to the account of an Eligible Director, but previously credited Deferred Share Units shall remain outstanding, shall be entitled to Dividend Equivalents as provided under section 3.3, and be paid in accordance with the terms and conditions of the Plan existing at the time of termination. The Plan will finally cease to operate for all purposes when the last remaining Eligible Director receives payment, in cash or Common Shares, in satisfaction of all Deferred Share Units recorded in the Eligible Director’s account.

5.4Compliance with Laws

The administration of the Plan shall be subject to and performed in conformity with all applicable laws and any applicable regulations of a duly constituted authority. Should the Committee, in its sole discretion, determine that it is not feasible or desirable to honour an election in favour of Deferred Share Units due to such laws or regulations, its obligation shall be satisfied by means of an equivalent cash payment (equivalence being determined on a before-tax basis).

5.4Reorganization of the Company

The existence of any Deferred Share Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

5.6General Restrictions and Assignment

(a)Except as required by law, the rights of an Eligible Director under the Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Eligible Director.

(b)Rights and obligations under the Plan may be assigned by the Company to a successor in the business of the Company.

5.5No Right to Service

Neither participation in the Plan nor any action taken under the Plan shall give or be deemed to give any Eligible Director a right to continued appointment as a member of the Board and shall not interfere with any right of the shareholders of the Company to remove any Eligible Director as a member of the Board at any time.

5.8No Shareholder Rights

Under no circumstances shall Deferred Share Units be considered Common Shares or shares of any other class of the Company, nor entitle any Eligible Director to exercise voting rights or any other rights attaching to the ownership of Common Shares, nor shall any Eligible Director be considered the owner of the Common Shares by virtue of the award of Deferred Share Units.

5.9Governing Law

The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Saskatchewan and the laws of Canada applicable therein.

5.60Interpretation

In this text words importing the singular meaning shall include the plural and vice versa, and words importing the masculine shall include the feminine and neuter genders.

5.11Severability

The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this Plan.

SCHEDULE “A”

IPSCO INC. DEFERRED SHARE UNIT PLAN FOR DIRECTORS

(the “Plan”)

ANNUAL ELECTION FORM

1.Annual Retainer

I understand that one-half of my Annual Retainer will be received by me in the form of Deferred Share Units. I elect to receive the balance of my Annual Retainer as follows (please check either Box “A” or Box “B”):

A.	o	in Deferred Share Units
	- or -
B.	o	in cash.

2.Additional Fees

I elect to receive my Additional Fees as follows (please check either Box “A” or Box “B”):

A.	o	50% in cash and 50% in Deferred Share Units
	- or -
B.	o	in Deferred Share Units

3.Designation of Beneficiary

In accordance with the terms of the Plan, I hereby revoke any designation of beneficiary heretofore made by me under the Plan, and hereby appoint as designated beneficiary to receive any payment in accordance with the Plan that may fall due after my death:                                                                                                                              [insert full name]; provided, however, that if the above named beneficiary predeceases me such payment shall be made to my estate.

4.I understand that:

•All capitalized terms shall have the meanings attributed to them under the Plan.

•All payments will be net of any Applicable Withholding Taxes.

	)
Witness Signature	)	Eligible Director Signature
	)
	)
Witness Name (please print)	)	Eligible Director Name (please print)
	)
	)
		Date

Until this Election Form is returned to the General Counsel of the Company, 50% of the Annual Retainer will be received in the form of Deferred Share Units and the remaining 50% Annual Retainer as well as the Additional Fees will be paid in cash.

EX-10.3

Exhibit 10.3

IPSCO Inc.

2005 Form 10-K

IPSCO INC.

EXECUTIVE DEFERRED COMPENSATION INCENTIVE PLAN

The IPSCO Inc. Executive Deferred Compensation Incentive Plan (“Plan”) is adopted effective as of June 1, 2005 for the benefit of select executives of IPSCO Inc. (“Company”).  The Plan is intended to attract, retain and motivate executives by permitting such individuals to defer a portion of their Compensation on a pre-tax basis through an unfunded, notional account deemed to be invested in shares of the Company’s common stock.  The Plan is intended to be a deferred compensation plan for a select group of management or highly compensated employees, as described in Sections 301(2), 301(a)(3) and 401(a)(1) of ERISA.

Accordingly, the Company hereby adopts the Plan pursuant to the terms and provisions set forth below:

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1.“Account” or “Accounts” means the bookkeeping account, accounts or subaccounts maintained under the Plan by the Committee in the Participant’s name to which Compensation Deferrals, Company Contributions and Earnings are credited in accordance with the Plan.

1.2.“Beneficiary” means the individuals or entity the Participant has designated as Beneficiary under the IPSCO Enterprises Inc. Retirement Savings and Profit Sharing Plan (or a successor qualified retirement savings plan), or if none, the Participant’s spouse or, if none, his or her estate.

1.3.“Board” means the Board of Directors of the Company.

1.4.“Bonus” means the additional cash remuneration payable to a Participant pursuant to the Company’s Annual Management Incentive Plan or any other similar or successor plan, program or arrangement under which the Company pays an amount of cash remuneration to a Participant above such Participant’s Salary.

1.5.“Cause” means the willful and continued neglect or refusal failure by the Participant to perform his or her duties and responsibilities, or the willful taking of actions (or willful failures to take actions) that materially impair the Participant’s ability to perform his or her duties or responsibilities that in each case continues following written notice by the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); or any act by the Participant (discovered either during employment or thereafter) that constitutes gross negligence or willful misconduct in the performance of his or her duties hereunder, or the conviction of the Participant for any felony, in each case which is materially and manifestly injurious to the Company.

For purposes of this definition of Cause, no act, or failure to act, by Participant shall be deemed willful unless done or omitted without good faith or without reasonable belief that the action or omission was in the best interest of the Company.  Any act, or failure to act, based upon the direction or instruction of the Board pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company absent knowledge by the Participant to the contrary.

1.6.“Change in Control” means the first to occur of any of the following events:

(a)A change in the ownership of the Company, which is deemed to occur on the date that any one person, or more than one person acting as a group as described below, acquires ownership of the Company’s stock that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock.  However, if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation.  An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section.  This section applies only when there is a transfer or issuance of stock of the Company and the stock remains outstanding after the transaction.

(b)A change in the effective control of the Company, which occurs on the date that either:  (i) any one person, or more than one person acting as a group (as described below), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) ownership of Company stock possessing thirty-five percent (35%) or more of the total voting power of the Company’s stock; or (ii) a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of appointment or election, provided that, for purposes of this paragraph, the term “Company” refers solely to the corporation (A) for whom the Participant is performing services at the time of the Change in Control event, (B) that is liable for the payment of the deferred compensation (or all corporations, if more than one is liable), or (C) that is a majority shareholder of a corporation identified in (A) or (B) or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (A) or (B).  For this purpose, a majority shareholder is a shareholder owning more than fifty percent (50%) of the total fair market value and total voting power of such corporation.  If any one person, or more than one person acting as a group, is considered to effectively control the Company, the acquisition of additional control of the Company by the

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same person or persons is not considered to cause a change in the effective control of the Company.

(c)A change in the ownership of a substantial portion of the Company’s assets, which occurs on the date that any one person, or more than one person acting as a group (as described below), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to forty percent (40%) or more of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition.  For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.  A transfer of assets to an entity that is controlled by the shareholders of the Company immediately after the transfer, or a transfer of assets by the Company to any of the following, are not considered to be a change in the ownership of a substantial portion of the Company’s assets for purposes of this paragraph: (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).  For purposes of this paragraph (c) and except as otherwise provided, a person’s status is determined immediately after the transfer of the assets.  For example, a transfer to a corporation in which the Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Company after the transaction is not treated as a change in the ownership of the assets of the Company.

(d)Any other event(s) designated as a change in control under the Code, regulations or guidance thereunder.

For purposes of this Section, persons will not be considered to be acting as a group solely because they purchase or own stock of the Company at the same time, or as a result of the same public offering.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.  If a person, including an entity shareholder, owns stock in the Company and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction with the Company, such shareholder is considered to be acting as a group with other shareholders of the other corporation only with respect to their ownership interest in that corporation prior to the transaction.

1.7.“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations relating thereto.

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1.8.“Committee” means the Management Resource and Compensation Committee of the Board.

1.9.“Company” means IPSCO Inc., a corporation under the Canada Business Corporations Act (and any successor corporation or other entity resulting from a merger or consolidation into or with the Company or a transfer or sale of substantially all of the assets of the Company), or any member of its controlled group (as defined in Sections 414(b), (c), (m) or (o) of the Code) that adopts the Plan with the Company’s written approval.

1.10.“Company Contributions” means any contributions the Company may make, in its discretion, to a Participant’s Account pursuant to Section 2.2.

1.11.“Compensation” means a Participant’s Salary payable in any Plan Year and any Bonus attributable to a service period that begins in such Plan Year.

1.12“Compensation Deferral” means an election made by the Participant to defer a portion of his or her Compensation for a Plan Year, as set forth in Section 2.1 of the Plan.

1.13.“Disability” means a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve (12) months and (i) that causes a Participant to be unable to engage in any substantial gainful activity, or (ii) that has caused the Participant to receive income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

1.14.“Earnings” means a positive or negative adjustment of an Account that tracks the Company’s shares of common stock as if the nominal shares in the Account were shares registered to the Participant, including, but not limited to, any appreciation, depreciation, dividend equivalents or stock splits.

1.15. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.16.“Participant” means a key employee of the Company whom the Committee designates as eligible to participate in the Plan and who makes a Compensation Deferral for such Plan Year.  A Participant shall remain a Participant until he or she has received a distribution of the entire Account.

1.17.“Plan” means the IPSCO Inc. Executive Deferred Compensation Incentive Plan, as set forth herein and as hereinafter amended from time to time.

1.18.“Plan Year” means the calendar year.

1.19.“Salary” means a Participant’s rate of base salary rate during the Plan Year.

1.20.“Termination of Employment” means the date on which the Participant for any reason ceases to be a common law employee of the Company or any member of its controlled group.

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ARTICLE II

COMPENSATION DEFERRALS AND CONTRIBUTIONS

2.1.Compensation Deferral Elections.  A Participant may elect to defer the receipt of a portion of his or her Compensation from the Company in a Plan Year pursuant to rules and election forms as may be established by the Committee. The amount of Compensation deferred by a Participant shall be a fixed amount or percentage of such Compensation, but shall not exceed: (i) fifty percent (50%) of such Participant’s Salary for the Plan year; or (ii) a percentage of such Participant’s Bonus as permitted by the Committee in its discretion.

The election by which a Participant elects to defer Compensation as provided in this Plan shall be in writing, signed by the Participant, and delivered to the Committee no later than the December 31 preceding the beginning of the Plan Year for which Compensation is to be deferred, or as otherwise permitted under Code Section 409A.  A Participant’s properly completed election will become effective upon acceptance by the Company or as soon as practicable thereafter.

Notwithstanding the foregoing provisions of this Section 2.1:

(a)in the year in which the Plan is first established, a Participant may make an election to defer Salary and/or Bonus to be earned for services performed both (i) after the date the Plan is established and (ii) after the Participant’s election becomes effective; and

(b)in the year in which a Participant first becomes eligible to participate in the Plan, such Participant may make an election to defer Compensation for services to be performed subsequent to the election, within thirty (30) days of the date the Participant becomes eligible to participate in the Plan.

Any deferral election made by the Participant shall be irrevocable with respect to the Compensation covered by such election.

2.2.Company Contributions.  The Company, in its discretion, may make contributions on behalf of a Participant for any Plan Year.  A Company Contribution made on behalf of one Participant shall not entitle any other Participant to a Company Contribution.

2.3Deferral Period and Distribution.  At the time a Participant makes a Compensation Deferral for a Plan Year, the Participant may designate a date on which such Plan Year’s Compensation Deferrals (and any Company Contributions made in such Plan Year), together with any Earnings thereon, shall be distributed pursuant to Article IV and shall elect a form of distribution under Section 4.2.

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ARTICLE III

ACCOUNTS

3.1.Participant Accounts.  The Company shall maintain on behalf of each Participant a hypothetical, bookkeeping account that will be deemed to consist exclusively of whole and partial shares of the Company’s common stock.

3.2Crediting of Accounts.  All Compensation Deferral amounts shall be credited to a Participant’s Account and credited with Earnings from the date the Compensation amount would have been paid to the Participant, if not deferred.  Company Contributions, if any, shall be credited to the Account as determined in the discretion of the Committee.  Earnings shall be credited to the Account as of the date such Earnings would have been received by the Participant had the nominal shares in the Account been actual shares registered to the Participant. Amounts credited to the Account will be converted to nominal shares based on a) the last sale price of a board lot of Common Shares on the Toronto Stock Exchange and b) the closing Canadian-U.S. dollar exchange rate posted by the Bank of Canada, each as of the date the Account is credited in accordance with this Section 3.2.

3.3.Forfeiture of Accounts.  The portion of a Participant’s Account attributable to Compensation Deferrals (and Earnings thereon) shall be nonforfeitable at all times.  Company Contributions shall be forfeitable upon such terms determined by the Committee in writing at the time such Company Contribution is credited to the Account.  Notwithstanding any provision of this Section 3.3 to the contrary, if the Committee finds Cause with respect to the Participant, the Participant shall forfeit his or her entire Account and return any shares previously distributed pursuant to Article IV to the Company at no cost.

ARTICLE IV

DISTRIBUTION OF ACCOUNTS

4.1.Distribution Events.  The Company shall distribute a Participant’s Account (or a portion of the Account, as applicable) to the Participant as soon as practicable upon the earliest of the following:

(a)the Participant’s Disability or death;

(b)a Change in Control (as defined under Section 409A of the Code);

(c)the Participant’s Termination of Employment (or in the case a “key employee” as defined in Code Section 416(i), six months following the Participant’s Termination of Employment);

(d)the date elected by a Participant with respect to Compensation Deferrals and Company Contributions (and related Earnings) made for a particular Plan Year.

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4.2.Form of Distribution.  Distributions shall be made in the whole shares of the Company’s common stock, with a payment of cash representing any partial shares, in a single, lump sum distribution or in ten or fewer annual installments, as elected by the Participant under Section 2.3.  If the Participant fails to properly elect a form of distribution, distribution will be made in a lump sum.  Notwithstanding the foregoing, if the amount in a Participant’s Accounts at the time of the Participant’s termination of employment for any reason is $25,000 or less, the Committee shall cause the amount in such Accounts to be distributed to the Participant or his or her Beneficiary in a single lump sum as soon as practicable.  For purposes of this Section 4.2, the Account will be valued or converted to full and partial shares based on a) the last sale price of a board lot of Common Shares on the Toronto Stock Exchange and b) the closing Canadian-U.S. dollar exchange rate posted by the Bank of Canada, each as of the date the Account is distributed to the Participant.

4.3.Redeferral Election.  A Participant may change his or her election as to the period or commencement of distribution of his or her Accounts, provided, however, that:

(a)a change in distribution election will not be effective unless the Participant files such change in writing with the Committee at least twelve (12) months prior to the date that the distribution of his or her Accounts is otherwise scheduled to commence;

(b)any deferred amounts subject to such change will be deferred for an additional period of not less than five (5) years from the date the distribution would otherwise have commenced, except with regard to payments made due to the Participant’s death or Disability, or due to an unforeseeable emergency;

(c)a change in distribution election will not take effect until at least twelve (12) months after such change is properly filed with the Committee; and

(d)in no event will a change in distribution election be permitted if such change accelerates the time or schedule of any payment under the Plan.

4.4.Hardship Distribution.  A Participant may request, by filing a written form with the Committee, that a distribution be made to him or her of all or part of the amount then credited to his or her Accounts on account of a severe financial hardship.  The Committee will approve such a distribution to the Participant only in the event of an unforeseeable emergency.  An “unforeseeable emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse (as that term is used in the Code), or a dependent (within the meaning of Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances, arising from events beyond the Participant’s control.  Whether circumstances constitute an unforeseeable emergency depends on the facts of each case, as determined by the Committee, but in any case does not include a hardship that may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets to the extent that liquidation itself would not cause such a severe financial hardship, or by ceasing to defer receipt of any Compensation not yet earned.  The need to send a Participant’s child to college and the desire to purchase a home shall not constitute an unforeseeable emergency.  Any hardship distribution shall be limited to an amount reasonably necessary to

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meet the unforeseeable emergency and any taxes reasonably anticipated as a result of the distribution, but not more than the amount of the Participant’s Account.

ARTICLE V

ADMINISTRATION OF THE PLAN

5.1.Administration by the Committee.  The Committee shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof.

5.2.Powers and Duties of Committee.  The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan.  The Committee, in its discretion, shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan, including but not limited to questions of eligibility and the status and rights of employees, Participants and other persons.  Any such determination by the Committee shall presumptively be conclusive and binding on all persons.  To the extent not inconsistent with this Plan, all provisions set forth in the Company’s qualified retirement savings plan with respect to the administrative powers and duties of the Committee, expenses of administration, and procedures for filing claims, also shall be applicable with respect to this Plan.

ARTICLE VI

AMENDMENT OR TERMINATION

6.1.Amendment or Termination.  The Committee intends the Plan to be permanent but reserves the right to amend or terminate the Plan.  Any such amendment or termination shall be made pursuant to a resolution of the Committee and shall be effective as of the date of such resolution; provided, however, that no amendment or termination shall adversely affect a Participant’s entitlement to benefits attributable to amounts credited to his or her Account in any Plan Year immediately prior to the Plan Year of the amendment or termination without the Participant’s written consent.

6.2.Effect of Amendment or Termination.  No amendment or termination of the Plan shall directly or indirectly reduce the balance or accelerate the distribution of any Account held hereunder as of the effective date of such amendment or termination.  No additional contributions shall be made to the Account of a Participant after termination of the Plan, but the Company shall continue to credit Earnings to Participants’ Accounts pursuant to Section 3.2, until the balance of such Accounts have been fully distributed to each Participant or beneficiary, as applicable.

ARTICLE VII

GENERAL PROVISIONS

7.1.Participants’ Rights Unsecured.  Except as set forth in Section 7.2, the Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder.  The right of a

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Participant or the Participant’s Beneficiary to receive a distribution of the Participant’s Accounts hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participant nor a Beneficiary shall have any rights in or against any specific assets of the Company.

7.2.Trust Agreement.  Notwithstanding the provisions of Section 7.1, the Company may enter into a trust agreement (“Trust Agreement”) whereby the Company shall agree to contribute to a trust (“Trust”) for the purposes of accumulating assets to assist the Company in fulfilling its obligations to Participants hereunder.  Upon a Change in Control, the Company shall make such contributions to the Trust as shall be necessary to fully fund the benefits of each eligible Participant under the Plan in accordance with the terms of the Plan and Trust Agreement.  Such Trust Agreement shall include provisions required in such model trust agreement that all assets of the Trust shall be subject to the creditors of the Company in the event of insolvency.

7.3.No Guaranty of Benefits.  Nothing contained in the Plan shall constitute a guaranty by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.  No Participant or other person shall have any right to receive a benefit or a distribution of Accounts under the Plan except in accordance with the terms of the Plan.

7.4.No Enlargement of Employee Rights.  Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Company.

7.5.Spendthrift Provision.  No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

7.6Applicable Law.  The Plan shall be construed and administered under the laws of the State of Illinois except to the extent preempted by federal law.

7.7.Incapacity of Recipient.  Subject to applicable state law, if any person entitled to a payment under the Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan therefor.

7.8.Corporate Successors.  The Plan shall not be automatically terminated by a transfer or sale of assets of the Company, or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan.  In the event that the Plan is not continued by the transferee, purchaser or successor entity, the Plan shall terminate subject to the provisions of Article VI.

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7.9.Unclaimed Benefit.  Each Participant or Beneficiary shall keep the Company informed of his or her current address.  The Company shall not be obligated to search for the whereabouts of any person.  If the location of a Participant is not made known to the Company within three years after the date on which payment of the Participant’s benefits under the Plan, may first be made, payment may be made as though the Participant had died at the end of the three-year period.  If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Company is unable to locate any Beneficiary of the Participant, then the Company shall have no further obligation to pay any benefit hereunder to such Participant or Beneficiary or any other person and such benefit shall be irrevocably forfeited.

7.10.Assignment and Alienation of Benefits.  The right of each Participant to any account, benefit or payment hereunder will not, to the extent permitted by law, be subject in any manner to attachment or other legal process for the debts of that Participant; and no account, benefit or payment will be subject to anticipation, alienation, sale, transfer, assignment or encumbrance except by will, by the laws of descent and distribution, or by a Participant election to satisfy a property settlement agreement pursuant to a divorce.

7.11.Limitations on Liability.  Notwithstanding any of the preceding provisions of the Plan, none of the Company, any member of the Committee, nor any individual acting as an employee or agent of the Company or the Committee, shall be liable to any Participant, former Participant or any Beneficiary or other person for any claim, loss, liability or expense incurred in connection with the Plan.

7.12.Claims Procedure.  In the event that a Participant’s claim for benefits under the Plan is denied in whole or in part by the Committee, the Committee will notify the Participant (or Beneficiary) of the denial.  Such notification will be made in writing, within 90 days of the date the claim is received by the Committee.  The notification will include: (i) the specific reasons for the denial; (ii) specific reference to the Plan provisions upon which the denial is based; (iii) a description of any additional information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the applicable review procedures.

The Participant (or Beneficiary) has 90 days from the date he or she receives notice of a claim denial to file a written request for review of the denial with the Committee.  The Committee will review the claim denial and inform the Participant (or Beneficiary) in writing of its decision within 60 days of the date the claim review request is received by the Committee, unless special circumstances require an extension of time, in which case, a decision shall be rendered not later than 120 days after the receipt of a request for review. Such decision shall be final and binding on the claimant.

7.13.Interpretation.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only and are not to be construed so as to alter the terms hereof.

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EX-10.4

Exhibit 10.4

	IPSCO Inc.
	2005 Form 10-K

June     , 2005

Personal and Confidential

INSERT NAME

INSERT TITLE

IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL  60532

Re:Letter of Agreement to Defer 2006 Compensation

Dear                :

This letter and the appended Election to Defer 2006 Compensation (the “Form”), when fully executed as required, shall constitute the Agreement between IPSCO Enterprises Inc., its successors and assigns (the “Company”) and you, regarding your Company compensation, both current and deferred, for future services to be rendered during the period indicated on the Form (the “Period of Service”). The Form is to be completed on an annual basis.

The Company has established on its books a deferred compensation account (the “Account”) on your behalf. The Company shall credit to the Account the base salary and/or bonus that you would otherwise have received for future services to be rendered during the Period of Service but that you have elected to defer (the “Deferred Compensation”). The Company shall credit such Deferred Compensation to your Account on the date such compensation would otherwise have been payable to you. Interest shall accrue and be credited to the Account at the higher of:

(a)the U.S. prime lending rate, being the annual rate of interest announced by the Wells Fargo Bank (or any other bank as designated by the Company) from time to time as being a reference rate then in effect for determining interest rates on U.S. dollar commercial loans; or

(b)the U.S. 90-day T-Bill, rate as published on the U.S. Yield Curve (U.S.Y.C.) screen on Reuters;

as determined as of the close of business (4:00 p.m. Eastern time) on the last business day of each calendar quarter. Interest shall continue to be credited to your Account while payments under this Agreement are being made.

The total amount credited to your Account shall be paid to you pursuant to the terms of the completed Form if payments are scheduled to commence while you are still employed by the Company.

Notwithstanding the above, in the event of:

(a)retirement at your Normal Retirement Age (as defined in your pension plan);

(b)retirement due to disability;

(c)retirement before your Normal Retirement Age;

(d)termination of your employment with the Company and/or its subsidiaries for any reason,

the completed Form shall be overridden and the balance of the Account shall be paid to you in substantially equal installments over a sixty-month period, commencing on the first day of the third month following such an occurrence.

Notwithstanding the foregoing, you may request an earlier distribution of your Account in the event you experience a “qualifying emergency”. The determination of whether you have incurred a “qualifying emergency” and the extent thereof shall be determined by the Company in its sole discretion.

In the event of your death at any time subsequent to execution of this Agreement, the balance of the Account with interest to the date of payment, shall be paid to the beneficiary(ies) designated by you in the appended Form, or in the absence of such designation, to your estate, in one lump sum within one year of the date of your death, or on an accelerated basis as the Company sees fit.

Finally, it is understood that base salary before deferral forms the basis upon which the various benefits provided by the Company to you are calculated (except for the 401(k) plan which is based upon your total compensation reduced by Deferred Compensation).

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Please indicate your acceptance of the terms of this Agreement by signing in the signature space provided below and by completing the appended Form.

IPSCO ENTERPRISES INC.
Per:
Signed:  INSERT NAME
Accepted by:
	Dated this          day of June ,2005.
Signed:  INSERT NAME

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EX-10.5

Exhibit 10.5

IPSCO Inc.

2005 Form 10-K

IPSCO ENTERPRISES INC.

U.S. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 2005)

This Supplemental Executive Retirement Plan is executed by IPSCO Inc. on behalf of IPSCO Enterprises Inc., a Delaware corporation having its principal place of business in Illinois.

Section 1. Definitions.

Whenever used herein, unless the context clearly indicates otherwise, the following words and phrases shall have the meanings herein specified, and the following definitions shall be equally applicable to both the singular and plural forms of any of the terms herein defined.  The masculine pronoun whenever used herein shall include the plural, and the plural the singular, unless the context clearly indicates a different meaning.

1.01“Accrual Period” means the number of years (including fractions for completed months) from the date of commencement of the Participant’s Continuous Service to his Normal Retirement Date.

1.02“Actuarial Equivalent” means a benefit of equivalent value based on the 1994 Group Annuity Mortality Table for males and the Moody’s Aa long-term corporate bond yield as of the December 31 preceding the year in which payment is made, rounded up to the nearest 0.25%.

1.03“Beneficiary” means the spouse of the Participant, unless a different Beneficiary has been designated by the Participant.

1.04“Board of Directors” or “Board” means the Board of Directors, however constituted, of the Company.

1.05“Canadian Pension Benefit” means the Actuarial Equivalent of the benefit the Participant has accrued under one or more Canadian pension arrangements, including but not limited to (i) the Pension Plan for Executives of IPSCO Inc., (ii) the Pension Plan for U.S. Expatriates of IPSCO Inc., (iii) the IPSCO Inc. Canadian Supplemental Retirement Benefit Plan, and (iv) any individual Canadian pension arrangement maintained for the Participant.

1.06“Code” means the Internal Revenue Code of 1986, as amended.

1.07“Company” means IPSCO Inc. and any subsidiary, affiliated and associated company or companies as may be designated by the Board from time to time, except that reference in the Plan to any action to be taken, consent, approval, or opinion to be given or decision to be made shall refer to IPSCO Inc. acting through its

1

Board of Directors or any person or persons authorized by the Board of Directors for the purposes of the Plan.

1.08“Continuous Service” means the period of uninterrupted active service rendered on a regular, permanent, full-time basis by the Participant to the Company from his date of employment to the date of his termination of service, death, or retirement, whichever occurs first.

1.09Continuous Service shall not be broken by:

1.)Any leave of absence of the Participant from his duties for which he receives regular remuneration from the Company or periods of sabbatical leaves and educational leaves of absence with the consent of the Company.

2.)Any sick or accident leave of the Participant from his duties authorized by the Company.

1.09“Earnings” means the “Compensation” for the calendar year (prorated for partial years) as defined under the IPSCO Enterprises Inc. Retirement Savings and Profit Sharing Plan but without adjustment for the maximum Compensation limit under Section 401(a)(17) of the Code, plus any amounts deferred in that year by the Participant under a deferred compensation arrangement maintained by the Company.  Any non-US compensation shall be treated as US-source compensation for purposes of the Plan.

Notwithstanding the foregoing, unless the plan specifically provides otherwise, Earnings are limited to $160,000 (US) per year (pro-rated for partial years) (the “Earnings Limit”) for a Participant whose Termination Date occurs prior to age 60.  For a Participant whose Termination Date is on or after age 60, Earnings shall not be limited by the Earnings Limit.

1.10“Effective Date” means January 1, 2005, the date the provisions of the Plan take effect.

1.11“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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1.12“401(k) Shadow Account” means the accumulated value of the account established on the Company’s books equal to the sum of (1) plus (2) where:

1.)is the value of the Participant’s 401(k) Shadow Account as of December 31, 2004; and

2.)is 5% of the Participant’s Earnings in excess of the Code Section 401(a)(17) limit, as indexed, (determined without regard to the Earnings Limit) for each complete and partial calendar year of Continuous Service beginning with the Effective Date and ending on the Termination Date.

The 401(k) Shadow Account shall be credited with contributions as of the end of each calendar year or the Participant’s Termination Date, as applicable.  Amounts credited to the 401(k) Shadow Account shall be credited with interest equal to the same rate used under the IPSCO Deferred Compensation Plan.

1.13“Final Earnings” means, unless otherwise specified in an appendix the average annual Earnings of the Participant during the three consecutive calendar years of his Continuous Service in which his Earnings were highest, and shall mean the average annual Earnings during his actual period of Continuous Service if such service is less than three calendar years.

1.14“Participant” means an individual or group executive identified in the discretion of the Company and referenced in an attached appendix.

1.15“Plan” means the IPSCO Enterprises Inc. U.S. Supplemental Executive Retirement Plan as set forth herein and as amended from time to time.

1.16“Savings Plan Benefit” means the annuity equivalent of the benefit the Participant has accrued under the IPSCO Enterprises Inc. Retirement Savings and Profit Sharing Plan (the “Savings Plan”) on account of Company matching contributions for each year he is eligible to participate in the Savings Plan.  For this purpose, Company matching contributions shall include:

1.)the full amount of matching contributions that would have been made to the account of the Participant under the Savings Plan, assuming that such Participant each year contributed the maximum amount of elective deferral

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contributions permitted thereunder with respect to such year, and

2.)the amount of earnings paid thereon, or which would have been paid thereon (assuming a fair and reasonable rate of interest selected by the Company) had the maximum amount of elective deferral contributions been made by such Participant.

The terms “elective deferral contributions” and “matching contributions” shall have the meanings given such terms under the Savings Plan.  For purposes of the Plan, “Discretionary Contributions” (as defined in the Savings Plan) shall not be considered “matching contributions” under this Section 1.16.

1.17“Termination Date” means the date the Participant’s Continuous Service with the Company ends for any reason.

Section 2.  Purpose and Intent.

The Company has established the Plan for the purpose of providing pension supplements to senior executives and certain group executives which, when combined with other employment related benefits, will provide for the aggregate level of retirement benefits specified herein.  The Plan is intended to be “a plan which is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and shall be interpreted and administered in a manner consistent therewith.

The Plan as amended and restated herein is a continuation of the Plan in effect immediately prior to the Effective Date.  Any benefit payable to a Participant whose Termination Date or death occurred prior to the Effective Date shall be governed by the terms as in effect at the time of the Participant’s Termination Date or death.  The Plan as amended and restated herein is intended to comply with Code Section 409A.

Section 3.  Participation.

The Participants in the Plan are referenced in the attached appendices.

Section 4.  Administration.

The Plan shall be administered by the Company.  The Company shall have the authority to interpret the provisions of the Plan and decide all questions and settle all disputes that may arise in connection with the Plan, all in the

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sole exercise of its reasonable discretion.  The Company may establish operative and administrative rules and procedures in connection therewith, provided that such procedures and rules are consistent with the requirements of section 503 of ERISA.  All interpretations, decisions, and determinations reasonably made by the Company shall be final, conclusive, and binding on all persons concerned.

Section 5.  Retirement Dates.

(a)Normal Retirement Date

The Participant’s normal retirement date shall be the first day of the month coincident with or next following his attainment of age 62, unless otherwise specified in an appendix.

(b)Early Retirement Date

The Participant may elect to retire on an early retirement date, which shall be the first day of any month following his attainment of age 55.

(c)Deferred Retirement Date

The Participant may postpone his retirement to a deferred retirement date, which shall be the first day of any month subsequent to his normal retirement date and prior to his 71^st birthday.  If the Participant elects to postpone his retirement, he shall continue to earn benefits in accordance with the terms and provisions of the Plan while he remains in the active employment of the Company.

Section 6.  Benefits at Normal or Deferred Retirement Date.

(a)Amount of Benefit

The annual retirement benefit payable in equal monthly installments commencing at the Participant’s normal or deferred retirement date shall equal:

(i)2% of his Final Earnings multiplied by his years of Continuous Service (including fractions for completed months)

reduced, but not below zero by:

(ii)the Participant’s Savings Plan Benefit; and

(iii)the annuity equivalent of the value of his 401(k) Shadow Account; and

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(iv)the Participant’s Canadian Pension Benefit; and

(v)any other applicable offsets as specified in an appendix.

(b)Normal Form of Benefit

Unless otherwise specified in an appendix, the annual retirement benefit described in Section 6(a) shall be paid monthly as a life annuity with one hundred and eighty (180) payments guaranteed (the “Normal Annuity Benefit”) commencing on the last day of the month in which the Participant retires and continuing throughout the Participant’s lifetime with the guarantee that not less than one hundred and eighty (180) monthly payments shall be made to the Participant and his Beneficiary or at the election of the Participant an annuity benefit actuarially equivalent to the Normal Annuity Benefit

Notwithstanding the foregoing, the total amount credited to the Participant’s 401(k) Shadow Account shall be paid as a lump sum in the calendar year in which the Participant retires.

Section 7.  Benefits at Early Retirement Date.

(a)Amount of Benefit

If the Participant retires on an early retirement date in accordance with Section 5(b), unless otherwise specified in an appendix, he shall receive a retirement benefit payable in equal monthly installments commencing on his early retirement date equal to:

[A/B x (C x (1-D) – E)]-F

where

A	=	the Participant’s Continuous Service at his Termination Date(1)
B	=	the Participant’s Accrual Period
C	=	the Participant’s annual retirement benefit determined pursuant to Section 6(a) but without regard to Sections 6(a)(ii), (iii), (iv) and (v)

(1) Removed “lesser of” calculation because it appears moot.

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D	=	the Early Retirement Reduction Factor (as defined in Section 7(b))
E	=	the Participant’s Savings Plan Benefit and the annuity equivalent of the 401(k) Shadow Account
F	=	the Participant’s Canadian Pension Benefit and any other applicable offsets as specified in an appendix

(b)When Benefits are Payable

The annual retirement benefit determined pursuant to Section 7(a) shall be payable at the Participant’s early retirement date.  If the Participant’s annual normal retirement benefit is payable at an early retirement date in accordance with Section 5(b), the annual retirement benefit determined in Section 7(a) shall reflect a reduction of 0.3% for each complete month the Participant’s early retirement date precedes age 60, unless otherwise specified in an appendix.

Notwithstanding the foregoing, the total amount credited to the Participant’s 401(k) Shadow Account shall be paid as a lump sum in the calendar year in which the Participant retires.

Section 8.  Benefits on Termination of Service Before Early Retirement Date.

(a)Amount of Benefit

If a Participant’s Termination Date occurs before he reaches his Early Retirement Date, the annual retirement benefit payable in equal monthly installments the Participant shall be entitled to at his Normal Retirement Date, unless otherwise specified in an appendix, shall equal:

[A/B x (C-E)]-F

where

A	=	the Participant’s Continuous Service at his Termination Date
B	=	the Participant’s Accrual Period

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C	=	the benefit determined under Section 6(a) but without regard to Sections 6(a)(ii),(iii),(iv) and (v)
E	=	the Participant’s Savings Plan Benefit and the annuity equivalent of the 401(k) Shadow Account
F	=	the Participant’s Canadian Pension Benefit and any other applicable offsets as specified in an appendix

(b)When Benefits are Payable

The annual retirement benefit determined pursuant to Section 8 shall be payable at the Participant’s Normal Retirement Date. Notwithstanding the foregoing, if the Participant’s annual normal retirement benefit is payable at an Early Retirement Date in accordance with Section 5(b), the annual retirement benefit determined in Section 8 shall be reduced in accordance with Section 7(b).

Notwithstanding the foregoing, the total amount credited to the Participant’s 401(k) Shadow Account shall be paid as a lump sum in the calendar year in which the Participant terminated employment.

Section 9.  Change in Control Benefits.

Notwithstanding any provision of the Plan to the contrary, in the event of an Involuntary Termination of a Participant’s employment within twenty-four (24) months following a Change in Control, the following shall apply:

(a)Earnings

Earnings shall be determined without regard to the Earnings Limit.

(b)Amount and Form of Benefit

The annual retirement benefit payable in equal monthly installments shall be determined under Section 6(a) of the Plan and payable in such form as provided in Section 6(b) of the Plan. Benefit payments shall commence upon the Participant’s Involuntary Termination and shall not be reduced due to benefit payments commencing prior to the Participant attaining any

8

specified age and any benefits paid to a Participant prior to the Participant’s Early Retirement Date as a result of this paragraph will be paid to the Participant with a reduction based on the discounted value of the receipt of the benefit prior to the Early Retirement Date.

(c)Funding

Upon a Participant’s Involuntary Termination, the Company shall fund through the IPSCO Enterprises Inc. Executive Compensation Trust (or a similar grantor trust arrangement) an actuarially determined amount sufficient to satisfy the benefit obligations to the Participant under the Plan.

(d)“Change in Control”

A “Change in Control” means the occurrence of any of the following events:

(i)any change, either through the issue, transfer, acquisition, conversion, exchange or otherwise of shares, or through amalgamation, arrangement, merger or otherwise (the “Transaction”), as a result of which the Company ceases to exist as a separate legal entity and the beneficial shareholders of the Company immediately before such change (not including any other party to the Transaction or any such beneficial shareholder who was also a shareholder in such other party before the Transaction) hold less that 50% of the shares or other securities of the entity resulting from the change entitled to vote generally in the election of the directors of the entity;

(ii)any change, either direct or indirect, in the beneficial ownership of common shares as a result of which a Person or a group of Persons acting jointly or in concert at arm’s length to the Company, either individually or together with its or their associates and affiliates, beneficially owns more than 20% of all of the common shares of the Company.  For purposes of this clause (ii), the terms “associate”, “affiliate” and “beneficial ownership” shall have the same respective meanings as in the Securities Act (Ontario) as may be amended from time to time;

(iii)The consummation of any transaction, whether by way of reorganization, consolidation, arrangement, liquidation, transfer, exchange, sale or otherwise, whereby a Person or

9

a group of Persons acting jointly or in concert at arm’s length to the Company, either individually or together with its or their affiliates, acquires legal or beneficial ownership of all or substantially all of the assets of the Company, other than in a transaction that would result in:

(A)the holders of common shares of the Company immediately prior to the completion of such transaction (not including any such Person or any owner of such Person) continuing to own more than 50% of the voting shares of the surviving entity outstanding immediately following the completion of such transaction; and

(B)a majority of the members of the board of directors of the surviving entity having been members of the board of directors of the Company immediately prior to the completion of such transaction; or

(iv)the replacement by way of election at any one time, or the appointment at any one or a series of related times, of more than one-half of the members of the Board, if the election or appointment of such replacement directors has not been approved by a majority of the members of the Board in office immediately before such replacement.

If the Participant is employed by IPSCO Enterprises Inc., or a successor subsidiary of the Employee in the United States, “Company” for purposes of this definition of “Change in Control” shall mean either IPSCO Inc. or such United States Subsidiary.  In no event will a Change in Control be deemed to have occurred with respect to the Participant, if an employee benefit plan maintained by the Company or the Participant is part of a purchasing group that consummates the Change in Control transaction.  The employee benefit plan or the Participant will be deemed “part of a purchasing group” for purposes of the preceding sentence if the plan or the Participant is an equity participant in the purchasing company or group, but not including:  (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors.

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(e)“Involuntary Termination”

An “Involuntary Termination” means:

(i)any termination by the Company of the Participant’s employment following any Change in Control, which is not due to:

(A)the death of the Participant;

(B)the Participant’s normal retirement pursuant to the normal retirement policies of the Employer;

(C)a condition of total and continuing disability which renders the Participant incapable of performing his essential job duties and functions for a period of six (6) months; or

(D)Cause.

(ii)the resignation of the Participant from his employment with the Company within 60 days of the occurrence of any of the following events:

(A)any requirement by the Company following any Change in Control that the Participant’s position is based and principal office located outside a 40-mile radius from the Participant’s principal office immediately prior to the Change in Control;

(B)any material reduction in the Participant’s position, reporting relationship, overall responsibilities or authority from that in effect immediately prior to any Change in Control, or immediately prior to any reduction thereto made in contemplation of the Change in Control;

(C)any material reduction in Participant’s overall cash compensation (annual base salary plus target bonus opportunity) paid to him by the Company as in effect immediately prior to any Change in Control or as such overall remuneration may have been subsequently increased from time to time; or

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(D)any termination or material reduction in value of the Participant’s benefit programs, including, but not limited to, any pension plan, stock option plan, investment plan, savings plan, incentive compensation plan or life insurance, medical plans or disability plans provided by the Company to the Participant and in which the Participant is participating under which the Participant is covered, all as in effect immediately prior to any Change in Control or as such benefit programs may have been subsequently increased from time to time, which has not been replaced by benefit programs of any other person which the Participant with equivalent benefits and value under equivalent terms and conditions as were provided by the benefit programs in effect immediately prior to the Change in Control and which are not accepted by the Participant.

(f)“Cause” means:

(i)the Willful failure of the Participant to carry out the Participant’s reasonable and lawful duties, responsibilities or tasks after written notice to the Participant from the Company of the Willful failure to do so and after giving the Participant the opportunity to correct the same within a reasonable time from the date of receipt of such written notice from the Company, or

(ii)Willful gross misconduct, gross negligence, the commission of a criminal act, theft, fraud or dishonestly by the Participant involving the property or affairs of the Company or the carrying out of the Participant’s duties, responsibilities and tasks; or

(iii)Willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise.

(g)“Person” shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

(h)“Willful” means any act done or omitted to be done by the Participant intentionally and without reasonable belief that such act or omission was in the best interest of the Company.

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(i)Notwithstanding the foregoing, a Participant who is involuntarily terminated without Cause within 6 months of a Change in Control at the request or direction of a Person that ultimately participates in the Change in Control shall be deemed to have incurred an Involuntary Termination after a Change in Control, and the benefits provided under this Plan shall be adjusted accordingly.

Section 10.  Distributions to Key Employees.

Notwithstanding any provision of the Plan to the contrary, in the case of any Participant who is a key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof), distributions may not commence until the earlier of six (6) months after the date of the Participant’s Termination Date or the Participant’s death.  Notwithstanding the foregoing sentence, the Participant’s annual retirement benefit shall continue to be calculated under the Plan (and reduced, as applicable, in accordance with Sections 7(b) and 9) based upon the date the Participant terminated employment.  The first monthly payment made to the Participant will consist of a (i) a lump sum equal to the Participant’s 401(k) Shadow Account (credited with interest to the date of distribution), (ii) that month’s regularly scheduled installment distribution, and (iii) any month’s regularly scheduled installment distribution that would have been paid to the Participant previously but for this Section 10.

Section 11.  Death Benefits.

(a)Death Before Retirement.  If the Participant dies before payment of his annual retirement benefit has commenced, his Beneficiary shall receive the actuarial present value of the participant’s accrued benefit net of the offsets defined herein.  In addition, any unpaid balance of the Participant’s 401(k) Shadow Account, plus interest to the date of payment shall be paid to the Participant’s beneficiary, designated under the IPSCO Enterprises Inc. Retirement Savings and Profit Sharing Plan.  Other benefits may be payable as defined in an appendix.

(b)Death After Retirement.  If the Participant dies after payment of his annual retirement benefit has commenced, his Beneficiary shall receive the survivor benefit inherent in the form of payment provided to the Participant. Other benefits may be payable as defined in an appendix.

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Section 12.  Forms of Payment.

Unless otherwise specified in an appendix, the annual retirement benefit payable under the Plan shall be paid in the form of a life annuity with one hundred and eighty (180) payments guaranteed as described in Section 6(b).  Notwithstanding the foregoing, the Participant may, prior to December 31, 2006 (or such later date permitted under Code Section 409A) or, if later, within thirty (30) days of first becoming a Participant in the Plan, request payment of his annual retirement benefit in an alternative form of payment, such as a lump sum, that is the Actuarial Equivalent in value to the normal form of benefit.  Moreover, notwithstanding the foregoing, the total amount credited to the Participant’s 401(k) Shadow Account shall be paid as a lump sum.

Section 13.  Currency Conversion.

The final determination of the amount of any benefit payable under the Plan shall be made in United States currency.  All conversions of the amount of the benefit payable from Canadian currency to United States currency shall be based on the most recent CANSIM series B3400, or its successor, rounded to the nearest 0.1-cent.

Notwithstanding the foregoing, in the event that a higher benefit payable shall result from using the average conversion rate in the twelve (12) month period preceding the determination date, then such conversion rate yielding such higher benefit payable shall be used.  The conversion at payment shall be based on the most recent CANSIM rate.

Section 14.  Nature of Claim for Payments.

Except as otherwise provided in the Plan, the Company shall not be required to set aside or segregate any assets of any kind to meet its obligations hereunder.  The Participant shall have no right on account of the Plan in, or any specific assets of, the Company.  Any right to any payment the Participant may have on account of the Plan shall be that of a general, unsecured creditor of the Company.

The obligation of the Company to pay benefits under the Plan shall be binding upon its successors, assigns, whether by merger, consolidation, or acquisition of all or substantially all of its business assets.

Notwithstanding the foregoing, the Company may fund a portion of the benefit payable under the Plan through the IPSCO Enterprises Inc. Executive Compensation Trust.  Assets in such trust shall at all times remain subject to the claims of the Company’s creditors.

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Section 15.  No Assignment or Alienation.

The interest hereunder of the Participant or Beneficiary shall not be alienable by the Participant or Beneficiary by assignment or any other method and shall not be subject to, or be taken by, his creditors by any process whatsoever, and any attempt to cause such interest to be so subjected shall not be recognized, except to such extent required by law.

Section 16.  No Contract of Employment.

The Plan shall not be deemed to constitute a contract of employment between the Company and the Participant, or to be consideration for the employment of the Participant.  Neither the action of the Company in establishing the Plan nor any action taken by the Company under the provisions hereof, nor any provision of the Plan, shall be construed as giving to the Participant the right to be retained in its employ or any right to any payment whatsoever except to the extent of the benefits provided for by the Plan.  The Company expressly reserves its right at any time to dismiss the Participant without liability for any claim against the Company for any payment whatsoever, except to the extent provided for in the Plan. Notwithstanding the immediately preceding sentence, the Company shall not pay out to the Participant any benefits provided under this Plan in the event that the Participant is terminated for Cause as such term is defined in Section 9 hereunder.

Section 17.  Amendment.

The Plan may be altered, amended, or revoked in writing by the Company at any time, but such action may not reduce the Company’s obligation with respect to the Participant below the amount to which he would be entitled under the Plan as in effect immediately prior to such alteration, amendment, or revocation.  Except as may be permitted under Code Section 409A, no alteration, amendment or revocation of the Plan shall directly or indirectly accelerate a distribution to any Participant and the Company’s obligation to the Participant shall continue until the obligation lapses in accordance with the terms of the Plan immediately prior to such alteration, amendment or revocation.

Section 18.  Claims Procedure.

In the event a Participant’s claim for benefits under the Plan is denied in whole or in part by the Company, the Company will notify the Participant (or Beneficiary) of the denial.  Such notification will be made in writing, within 90 days of the date the claim is received by the Company.  The notification will include: (i) the specific reasons for the denial; (ii) specific reference to

15

the Plan provisions upon which the denial is based; (iii) a description of any additional information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the applicable review procedures.

The Participant has 90 days from the date he or she receives notice of a claim denial to file a written request for review of the denial with the Company.  The Company will review the claim denial and inform the Participant (or Beneficiary) in writing of its decision within 60 days of the date the claim review request is received by the Company, unless special circumstances require an extension of time, in which case, a decision shall be rendered not later than 120 days after the receipt of a request for review. Such decision shall be final and binding on the claimant.

Section 19.  Governing Law.

The Plan shall be governed and construed in accordance with the laws of the State of Illinois except to the extent preempted by federal law.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused the Plan to be executed this 9^th  day of November, 2005.

(CORPORATE SEAL)		IPSCO INC.
		(acting for and on behalf of IPSCO Enterprises Inc.)
ATTEST:		By:	/s/ Raymond J. Rarey
			Raymond J. Rarey
By:	/s/ Leslie T. Lederer	Its:	Vice President & Chief Human
	Leslie T. Lederer		Resources Officer

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Appendix A

For Group Executives and U.S. Expatriates

The terms of the Plan as applicable to participants of the Pension Plan for Executives of IPSCO Inc. (“Group Executives”) are as set forth herein.

1.401(k) Shadow Account – Group Executives and U.S. Expatriates are not eligible for a 401(k) Shadow Account.

2.Final Earnings – For Group Executives and U.S. Expatriates, the final earnings means the average annual Earnings of the Participant during the five consecutive calendar years of Continuous Service in which Earnings were highest, and shall mean the average annual Earnings during the actual period of Continuous Service if such service is less than five calendar years.  For all purposes of this Appendix A, and without regard to any provision of the Plan to the contrary, a Participant’s Earnings shall not include any portion of compensation attributable to a bonus.

3.Participant – Participants of the Pension Plan for Executives of IPSCO Inc. are eligible to participate in this plan by virtue of performing service in the United States.  For the purpose of this section, U.S. Expatriate means a citizen of the United States of America who, for the purposes of the pension arrangements at the Company, has been designated as an executive, and thus would have qualified for membership in the Pension Plan for Executives of IPSCO Inc.

4.Normal Retirement Date – The Participant’s normal retirement date shall be the first day of the month coincident with or next following his attainment of age 65.

5.Pensionable Service – With respect to Final Earnings as defined in this Appendix, an additional reduction in the Final Earnings will be computed for Participants under this Appendix for such Participant’s Continuous Service with the Company while in the U.S. (“U.S. Pensionable Service”). The offset will be computed for each complete month of Pensionable Service by the following factor:

$5,000 + 0.5 (monthly salary - $5,000)

Monthly salary

6.Normal Form of Benefit – For purposes of Sections 6(b) and 10, the annual retirement benefit described in Section 6(a) shall be paid monthly as a life annuity, with 60% of the monthly annuity continuing to the spouse after the participant’s death if the participant is married at the time payments commence.

7.Benefits at Early Retirement Date – For purposes of Section 7(b), the annual normal retirement benefit payable at an early retirement date shall reflect a reduction of 0.3% for each complete month the Participant’s early retirement date precedes age 65.  The reduction will not apply if the participant has 30 years of service or is age 62 with at least 10 years of service.

Appendix B

For Vicki Avril

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for Vicki Avril is May 12, 2004.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to Vicki Avril, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for Vicki Avril begins on May 12, 2004.

Appendix C

For David Britten

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for David Britten is January 1, 2004.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to David Britten, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for David Britten begins on June 17, 1985.

Appendix D

For Greg Maindonald

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for Greg Maindonald is January 1, 2004.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to Greg Maindonald, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for Greg Maindonald begins on November 28, 1974.

Appendix E

For Raymond Rarey

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for Raymond Rarey is January 1, 2004.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to Raymond Rarey, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for Raymond Rarey begins on January 1, 2000.

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Appendix F

For Les Lederer

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for Les Lederer is March 1, 2005.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to Les Lederer, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for Les Lederer begins on March 1, 2005.

Appendix G

For Joseph Russo

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for Joseph Russo is January 1, 1997. In addition, the Company shall credit, as of January 1, 1997, an amount of $19,443.11 (USD) to the 401(k) Shadow Account.  This amount adjusts the accumulated value of the 401(k) Shadow Account as of January 1, 1997 to the value it would have attained had the provisions for this account been in effect for all prior years in which Deferral Agreements between Joseph Russo and the Company were in effect.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to Joseph Russo, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for Joseph Russo begins on May 1, 1983.

Appendix H

For David Sutherland

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for David Sutherland is January 1, 2004.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to David Sutherland, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for David Sutherland begins on October 17, 1977.

Appendix I

For John Tulloch

The terms of the Plan as applicable to the named Participant are as set forth herein.

1.401(k) Shadow Account – For purposes of Section 1.12 of the Plan, the start date of the 401(k) Shadow Account for John Tulloch is January 1, 2004.

2.Participant – With respect to Section 1.14 of the Plan, the term Participant refers to John Tulloch, SSN XXX-XX-XXXX.

3.Continuous Service – With respect to Section 1.08 of the Plan, Continuous Service for John Tulloch begins on July 1, 1977.

EX-10.6

Exhibit 10. 6

IPSCO Inc.

2005 Form 10-K

CHANGE IN CONTROL AGREEMENT

THIS IS AN AGREEMENT made as of this 18^TH day of November 2005,

B E T W E E N:

DAVID STEWART SUTHERLAND

(hereinafter referred to as the “Key Executive”),

OF THE FIRST PART,

- and -

IPSCO INC.

a corporation incorporated under the laws of Canada

(hereinafter referred to as the “Employer”),

OF THE SECOND PART.

WHEREAS,the Key Executive is employed by the Employer or a subsidiary of the Employer (referred to as the “Employer” herein) in a senior executive capacity; and

WHEREAS, the Employer considers that the service of the Key Executive to the Employer entitles the Key Executive to receive the benefits set forth in this Agreement in the event of the Involuntary Termination of the Key Executive’s employment within the Qualifying Term before or after a Change in Control; and

WHEREAS, the Employer recognizes that the uncertainty and insecurity that may arise as a result of the occurrence of a Change in Control could lead to the departure of the Key Executive to the detriment of the Employer and its shareholders; and

WHEREAS, a Change in Control of the Employer, while not currently in contemplation, is a possibility; and

WHEREAS, the Employer considers it in the best interests of the Employer and its shareholders that the Key Executive have a strong incentive to remain in the employ of the Employer so as to maximize the value of the Employer; and

WHEREAS, the Employer considers that in order to assist in the continued dedication of the Key Executive to the Employer, it is important to establish contractual arrangements that provide incentives to the Key Executive to continue in the employ of the Employer notwithstanding the possibility or occurrence of a Change in Control and provide financial security to the Key Executive in the event of the Involuntary Termination of the Key Executive’s employment within the Qualifying Term before or after a Change in Control; and

WHEREAS, the Employer and the Key Executive acknowledge that the compensation and benefits payable to the Key Executive hereunder and the consideration and covenants that flow from the Key Executive to the Employer are fair and reasonable having regard to all of the circumstances of the Key Executive’s employment with the Employer; and

WHEREAS, the Employer’s Board of Director’s has determined that it is in the best interests of the Employer that, in exchange for the assurances and undertakings provided below, it obtain from the Key Executive certain covenants which are of significant benefit to the Employer;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the Employer and the Key Executive agree as follows:

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ARTICLE ONE - DEFINITIONS

1.01Definitions

In this Agreement, the following terms shall have the meanings set out below unless the context requires otherwise:

“Annual Base Salary” means the dollar value or any cash or non-cash base salary established by the Management Resources and Compensation Committee of the Employer to be the salary of the Key Executive, for the financial year covered, for the purposes of calculation of any bonuses or other benefits, including insurance benefits, 401(k) savings plan, non-qualified compensation deferrals, or pension entitlements that relate to or are calculated with reference to the salary or other remuneration of the Key Executive.

“Cause” means:

(i)the willful failure of the Key Executive to carry out the Key Executive’s reasonable and lawful duties, responsibilities or tasks after the Employer’s Board of Directors has given the Key Executive written notice of the willful failure to do so, and the opportunity to correct the same within a reasonable time from the date of receipt of such written notice;

(ii)Willful gross misconduct, gross negligence, the commission of a criminal act, theft, fraud or dishonesty by the Key Executive involving the property or affairs of the Employer or the carrying out of the Key Executive’s duties, responsibilities and tasks; or

(iii) Willful engagement in conduct that is demonstrably and materially injurious to the Employer, monetarily or otherwise.

For purposes of this Agreement, the Key Executive’s employment shall be deemed to have terminated for Cause if, after the Key Executive’s employment has been terminated, facts and circumstances are discovered that would have justified a termination for Cause.

“Change in Control” means the occurrence at any date following execution of this Agreement of any of the following events:

(i)any change, either through the issue, transfer, acquisition, conversion, exchange or otherwise of shares, or through amalgamation, arrangement, merger or otherwise (the “Transaction”), as a result of which the Employer ceases to exist as a separate legal entity and the beneficial

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shareholders of the Employer immediately before such change (not including any other party to the Transaction or any such beneficial shareholder who was also a shareholder in such other party before the Transaction) hold less than 50% of the shares or other securities of the entity resulting from the change entitled to vote generally in the election of the directors of the entity;

(ii)any change, either direct or indirect, in the beneficial ownership of Common Shares as a result of which a Person or a group of Persons acting jointly or in concert at arm’s length to the Employer, either individually or together with its or their associates and affiliates, beneficially owns more than 20% of all of the Common Shares.  For purposes of this clause (ii), the terms “associate”, “affiliate” and “beneficial ownership” shall have the same respective meanings as in the Securities Act (Ontario) as may be amended from time to time;

(iii)the consummation of any transaction, whether by way of reorganization, consolidation, arrangement, liquidation, transfer, exchange, sale or otherwise, whereby a Person or a group of Persons acting jointly or in concert at arm’s length to the Employer, either individually or together with its or their affiliates, acquires legal or beneficial ownership of all or substantially all of the assets of the Employer, other than in a transaction that would result in:

(A)the holders of Common Shares immediately prior to the completion of such transaction (not including any such Person or any owner of such Person) continuing to own more than 50% of the voting shares of the surviving entity outstanding immediately following the completion of such transaction, and

(B)a majority of the members of the board of directors of the surviving entity having been members of the board of directors of the Employer immediately prior to the completion of such transaction; or

(iv)the replacement by way of election at any one time, or the appointment at any one or a series of related times, of more than one-half of the members of the Board, if the election or appointment of such replacement directors has

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not been approved by a majority of the members of the Board in office immediately before such replacement.

If the Key Executive is employed by IPSCO Enterprises Inc., or a successor subsidiary of the Employee in the United States, “Employer” for purposes of this definition of “Change in Control” shall mean either IPSCO Inc. or such United States Subsidiary.  In no event will a Change in Control be deemed to have occurred, with respect to the Key Executive, if an employee benefit plan maintained by the Employer or the Key Executive is part of a purchasing group that consummates the Change in Control transaction.  The employee benefit plan or the Key Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the plan or the Key Executive is an equity participant in the purchasing company or group (except:  (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors).

“Common Shares” means the common shares or any other securities of the Employer entitled to vote generally in the election of members of the Board as at any particular time.

“Communication” has the meaning given to it in Section 5.08.

“Involuntary Termination” means:

(i)any termination by the Employer of the Key Executive’s employment following any Change in Control that is not due to Cause, which shall include a termination of the Key Executive’s Employment due to:

(A)the death of the Key Executive; or

(B)a condition of total and continuing disability which renders the Key Executive incapable of performing his essential job duties and functions for a period of six (6) months; or

(ii)any termination by the Employer of the Key Executive’s employment, which is not due to Cause, that occurs prior to the Change in Control at the request or direction of a potential acquirer that ultimately participates in the Change in Control; or

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(iii)the resignation of the Key Executive from his employment with the Employer within 60 days of the occurrence of any of the following events:

(A)any requirement by the Employer following any Change in Control that the Key Executive’s position be based and principal office located outside a 40-mile radius from the Key Executive’s principal office immediately prior to the Change in Control;

(B)any material reduction in the Key Executive’s position, reporting relationship, overall responsibilities or authority from that in effect immediately prior to any Change in Control, or immediately prior to any reduction thereto made in contemplation of the Change in Control;

(C)any material reduction in the Key Executive’s overall cash compensation (Annual Base Salary plus target bonus opportunity) paid to him by the Employer as in effect immediately prior to any Change in Control or as such overall remuneration may have been subsequently increased from time to time; or

(D)any termination or material reduction in the aggregate value of the Key Executive’s benefit programs, including, but not limited to, any pension plan, stock award plan, investment plan, savings plan, incentive compensation plan or life insurance, medical plans or disability plans provided by the Employer to the Key Executive and in which the Key Executive is participating or under which the Key Executive is covered, all as in effect immediately prior to any Change in Control or as such benefit programs may have been subsequently increased from time to time, that has not been replaced by benefit programs of any other Person which provide the Key Executive with substantially equivalent benefits and value under substantially equivalent terms and conditions as were provided by the benefit programs in effect immediately prior to the Change in Control.

“Person” shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

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“Qualifying Term” means the twenty-four (24) months following, or the six (6) months preceding, a Change in Control.

“Stock Awards” means all options to purchase Common Shares of the Employer granted to the Key Executive under the IPSCO Inc. Incentive Share Option Plan or any successor or replacement of such plan, which have not been exercised by the Key Executive as of any particular date, whether vested or unvested, and any awards of equity interests of the Employer issued under an equity incentive plan of the Employer.

“Termination Factor” means the multiple that will be used to calculate the termination benefits set forth in Section 3.02, which for the Key Executive shall equal 3.0.

 “Willful” means any act done or omitted to be done by the Key Executive intentionally and without reasonable belief that such act or omission was in the best interests of the Employer.  An act shall not be Willful if taken pursuant to advice of counsel engaged to represent the Employer.

ARTICLE TWO - KEY EXECUTIVE’S COVENANTS

2.01Non-Disclosure

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, the Key Executive shall not (either during the continuance of his employment or at any time thereafter) disclose any proprietary and confidential information of the Employer, including, without limitation, the Employer’s financial data, business plans and trade secrets, to any person other than for the Employer’s purposes and shall not (either during the continuance of the employment or at any time thereafter) use for his own purposes or for any purposes other than those of the Employer any such information or secrets he may acquire in relation to the business of the Employer.

2.02Key Executive to Remain Employed

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, if a Person effects a Change in Control, the Key Executive shall not voluntarily leave his employment with the Employer, other than by way of retirement pursuant to the normal retirement plans of the Employer, and shall continue to perform his duties related to his employment until such Person has abandoned or terminated his or its efforts to effect a Change in Control or until after a Change in Control has occurred.  Should the Key Executive voluntarily leave his employment with the

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Employer contrary to this Section, the Key Executive shall, immediately upon the cessation of his employment with the Employer, cease to be entitled to any of the benefits provided for under this Agreement, but the Employer shall have no other recourse against or claim against the Key Executive in respect of his voluntary leaving his employment contrary to this Section 2.02.

2.03Return of Property; Assignment of Inventions

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, immediately following the Involuntary Termination of the Key Executive’s employment, the Key Executive shall at once:

(a)deliver or cause to be delivered to the Employer all books or other documents stored in paper or electronic form, effects, money, securities or other property belonging to the Employer or for which the Employer is liable to others, which are in the possession, charge, control or custody of the Key Executive; and

(b)assign and transfer to the Employer, without any separate remuneration or compensation other than the compensation already paid to the Key Executive, the Key Executive’s entire right, title and interest in and to, together with all United States and foreign patent rights and any other legal protection in and with respect to, any and all Inventions (i) conceived or made by the Key Executive while in the employ of the Employer and engaged in the Employer’s affairs; (ii) developed using equipment, supplies, facilities or trade secrets of the Employer; or (iii) relating to the Employer’s business or current or anticipated research and development.  For purposes of this Agreement, “Invention” shall include, but not be limited to any discovery, machine, mechanism, device, apparatus, equipment, idea, process, method, design, development, improvement, concept, application, technique, formulation, composition of matter, product, technology, programming, code or any combination of these whether patentable or not, and whether reduced to practice or not, which relates to the business of the Employer.

2.04Non-Competition; Non-Solicitation

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, for the period which is the lesser the termination factor for the Executive multiplied by twelve (12) or twenty-four (24) months immediately after the Involuntary Termination of the Key Executive’s

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employment with the Employer, in any state in the United States and any country in the world outside of the United States in which Company conducts business on the date of termination, the Key Executive shall not:

(a)invest in (other than in a publicly traded company with a maximum investment of no more than 1% of outstanding shares), counsel, advise, consult or be otherwise engaged or employed by any entity engaged in the manufacturing and sale of hot rolled coiled steel and steel plate products and steel tubular goods.

(b)either directly or indirectly, either for the Key Executive or for any other person, firm, company or corporation, call upon, solicit, divert, or take away, or attempt to solicit, divert or take away any of the customers, prospective customers, business, vendors or suppliers of the Employer that the Key Executive had dealings with, or responsibility for, or the Key Executive had access to confidential information of, such customers, vendors or suppliers;

(c)without the prior written consent of the Employer, (i) directly or indirectly, solicit or recruit (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous six (6) months an employee, representative, officer or director of the Employer or (ii) take any action to encourage or induce any employee, representative, officer or director of the Employer to cease their relationship with the Employer for any reason.

2.05Enforcement

If any of the provisions or subparts of this Article 2 shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or subparts thereof shall continue to be valid and enforceable according to their terms.  Further, if any restriction contained in the provisions or subparts of this Article Two is held to be overbroad or unreasonable as written, the parties agree that the applicable provision should be considered to be amended to reflect the maximum period, scope or geographical area deemed reasonable and enforceable by the court and enforced as amended.

2.06Remedy for Breach

Because the Key Executive’s services are unique and because the Key Executive has access to confidential information and trade secrets of the

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Employer, the parties agree that any breach or threatened breach of this Article Two will cause irreparable harm to the Employer and that money damages alone would be an inadequate remedy.  The parties therefore agree that, in the event of any breach or threatened breach of this Article Two, and in addition to all other rights and remedies available to it, the Employer may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, without a bond, in order to enforce or prevent any violations of the provisions of this Article Two.  The Key Executive acknowledges and agrees that nothing contained herein shall be construed to be an excessive remedy to prohibit the Employer from pursuing any other remedies available to it for such actual or threatened breach, including but not limited to the recovery of money damages, proximately caused by Key Executive’s breach of this Article Two.

2.07Survival

The provisions of this Article Two shall survive and continue in full force in accordance with their terms notwithstanding any termination of this Agreement.

ARTICLE THREE - TERMINATION OF EMPLOYMENT

3.01Conditions Precedent to the Provision of Termination Benefits

The termination benefits set forth in Section 3.02 (a) through (i) shall become due and payable if and only if:

(a)there has been a Change in Control; and

(b)an Involuntary Termination of the employment of the Key Executive with the Employer has occurred within the Qualifying Term.

3.02Termination Benefits

Upon the Involuntary Termination of the employment of the Key Executive with the Employer, the Employer shall pay to the Key Executive the amount of any unpaid salary earned by the Key Executive up to and including the date of such Involuntary Termination, and any unpaid vacation pay earned by him up to and including the date of such Involuntary Termination.  In addition, if both of the events set forth in Section 3.01 have occurred, the Employer shall, within 30 days of the date of the later of such events to occur:

(a)pay to the Key Executive an amount equal to his or her Annual Base Salary (including any portion of such salary that is being

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deferred in accordance with any salary or compensation deferral arrangement or agreement then in effect between the Key Executive and the Employer) in effect immediately before the Involuntary Termination, but disregarding any reduction in the same made in contemplation of the Change in Control, multiplied by the Termination Factor, which payment shall be deemed to include any claim which the Key Executive may have during such period to sick pay or short-term disability benefits and any statutory severance pay which may be owed;

(b)pay to the Key Executive an amount equal to the Key Executive’s target bonus amount for the fiscal year in which such Involuntary Termination occurs (or, if greater, for the fiscal year in which the Change in Control occurs) pursuant to any annual bonus plan maintained by the Employer, multiplied by the Termination Factor;

(c)continue to make the Employer contributions necessary to maintain the Key Executive’s coverage pursuant to the Employer’s benefit plans applicable to the Key Executive for the life insurance, medical and dental benefit coverage, provided the Key Executive continues to make the regular Key Executive contributions, from the date of the Involuntary Termination until the earlier of (i) the expiry of the ensuing twenty-four (24) month period or (ii) the date on which the Key Executive receives comparable coverage under the plans and programs of a subsequent employer; provided, however, that upon expiration of such continued benefits, the Key Executive shall be further entitled to continued health, dental and vision insurance benefits as required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to the Key Executive’s timely election of COBRA healthcare continuation coverage;

(d)credit the Key Executive with an additional 36 months of service for the purposes of any pension plan or pension arrangements in which the Key Executive participated or which pertained to the Key Executive immediately prior to such Involuntary Termination or which were in effect on the effective date of the Change in Control, whichever were more beneficial to the Key Executive from the date of the Involuntary Termination until the expiry of the Termination Period.  To the extent that the Employer is prohibited by applicable law from satisfying this covenant, the Employer shall pay to the Key Executive, forthwith after the

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Change in Control, such amount as may be necessary to provide the Key Executive with equivalent value.  To the extent the applicable pension plan or pension arrangement is a non-qualified, defined benefit pension plan, the Employer shall pay to the Key Executive a lump sum that is actuarially equivalent to the additional months of service, rather than crediting additional months of service within the operation of such plan;

(e)confirm that all stock options held by the Key Executive immediately prior to the Involuntary Termination which have not been exercised by the Key Executive shall continue to be exercisable for the duration of their respective exercise periods.  All Stock Awards, including stock options, not vested on the date of a Change in Control shall vest in accordance with the terms of the applicable equity plan and award agreement;

(f)confirm the continuation of all salary deferral arrangements or agreements then in effect between the Key Executive and the Employer;

(g)if any payment or benefit to or for the benefit of the Key Executive pursuant to the terms of this Agreement, or any other plan of or arrangement or agreement with the Employer or any affiliate of the Employer (referred to as “Total Payments”) is subject to the Excise Tax (as hereinafter defined), the Employer shall pay to the Key Executive an additional amount such that the net amount retained by the Key Executive after deduction of any Excise Tax, and any federal, state and local income and employment tax and Excise Tax imposed upon the additional amount under this paragraph (g), shall be equal to the Total Payments.  The term “Excise Tax” shall mean the tax imposed by Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and any similar tax that may hereafter be imposed.

The amount of the payment to the Key Executive under this paragraph (g) shall be estimated by a nationally recognized firm of certified public accounts or employee benefits consultants, based upon the following assumptions:

(i)all payments and benefits to or for the benefit of the Key Executive in connection with a Change in Control of the Employer or termination of the Key Executive’s employment following a Change in Control of the Employer shall be deemed to be “parachute payments” within

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the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” shall be deemed to be subject to the Excise Tax except to the extent that, in the opinion of tax counsel selected by the firm so charged with estimating the payment to the Key Executive under this paragraph (g), such payments or benefits are not subject to the Excise Tax; and

(ii)the Key Executive shall be deemed to pay federal, provincial, state and local taxes at the highest marginal rate of taxation for the applicable calendar year.

The Employer shall pay the fees charged by such firm in preparing such estimate.

The estimated amount of the payment due the Key Executive pursuant to this paragraph (g) shall be paid to the Key Executive in a lump sum not later than thirty (30) business days following the delivery of such estimate to the Key Executive and the Employer.  In the event that the amount of the estimated payment is less than the amount actually due to the Key Executive under this paragraph (g), the amount of any such shortfall shall be paid to the Key Executive within ten (10) days after the existence of the shortfall is discovered.

(h)to the extent that any payment under this Agreement is deemed to be deferred compensation subject to the requirements of Section 409A of the Code, the Employer and the Key Executive shall amend this Agreement, as necessary, so that such payments will be made in accordance with the requirements of Section 409A of the Code; provided, however, that, if any payment due to the Key Executive is delayed as a result of Section 409A of the Code, the Key Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in the Wall Street Journal, plus 2%, in effect as of the Key Executive’s date of termination.  Such delayed payments will be paid at the earliest date permitted under Section 409A of the Code.  Amendment of the Agreement to comply with Section 409A of the Code will not result in the Key Executive being entitled to receive any reduced or enhanced benefit under this Agreement.  Notwithstanding the foregoing, in the event the Key Executive is subjected to income or excise taxes or other penalties under Section 409A of the Code by virtue of any amount due to him, the Employer will pay an additional amount to the Key Executive to make the Key

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Executive whole for such taxes.  Such additional amount will be paid to the Key Executive not later than the due date of the Key Executive’s tax return for the year in which the tax or penalty is imposed; and

(i)In the event the Key Executive’s Involuntary Termination occurs as a result of death or disability following a Change in Control, the cash payments provided in this Section 3.02 shall be offset by any life insurance, death, or disability benefits payable to the Key Executive during the 36 months following the Involuntary Termination pursuant to a life insurance, death benefit or disability plan maintained by the Employer.

3.03Legal Costs

If a dispute arises regarding:

(a)whether or not a Change in Control or an Involuntary Termination has occurred;

(b)the validity, interpretation or enforcement of this Agreement; or

(c)the right of the Key Executive to receive any termination benefits referred to in this Agreement;

the Employer shall reimburse to or at the direction of the Key Executive all reasonable legal fees and expenses incurred by the Key Executive relating to such dispute if the Key Executive prevails in any material respect.

3.04Fair and Reasonable

The parties confirm that termination benefits described in Section 3.02 (a) through (i) are fair and reasonable and that the termination benefits as outlined in this Article Three are a reasonable estimate of the damages which will be suffered by the Key Executive in the event of an Involuntary Termination within twenty-four (24) months following a Change in Control and that such termination benefits shall not be construed as a penalty.

3.05No Duty to Mitigate

In the event of an Involuntary Termination within twenty-four (24) months following a Change in Control, the Key Executive shall not be required to mitigate his damages by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced in any respect if the Key Executive shall not reasonably pursue alternate employment.

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3.06Security for Payments

If a Change in Control is anticipated to occur, the Employer shall forthwith make such arrangements as may, in the view of the Board, be prudent and advisable to assure the ability of the Employer to pay any amounts set forth in Section 3.02, including, without limitation, by arranging for one or more letters of credit, depositing funds in trust or making such other arrangements as then seem appropriate for such purpose.

ARTICLE FOUR - RELEASE

4.01Release

As a condition to receiving the termination benefits referred to in Section 3.02 (a) through (i) hereof, the Key Executive shall execute the Release and Indemnity in favor of the Employer in the form attached hereto as Schedule “A”.

4.02Rights under Agreement

Section 4.01 shall not apply to any actions, causes of action, claims or demands which the Key Executive may have relating to the failure or the refusal of the Employer to comply with the terms of this Agreement.

ARTICLE FIVE - GENERAL

5.01Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.  The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto.  Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

5.02Number

In this Agreement words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

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5.03Benefit of Agreement

This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Key Executive and the successors and assigns of the Employer, respectively.  The Employer shall ensure that any Person acquiring legal or beneficial ownership of all or substantially all of the assets of the Employer in a transaction which constitutes a Change in Control pursuant to paragraph (iii) of the definition of “Change in Control” agrees to assume all of the obligations of the Employer under this Agreement, jointly and severally with the Employer.  If the Key Executive dies after becoming entitled to payments made hereunder but before all such payments are made, all remaining payments will be made to the beneficiary designated by the Key Executive pursuant to reasonable procedures established by the Employer, or in the absence thereof, to the estate of the Key Executive.

5.04Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, cancels, and supersedes any prior understandings and agreements between the parties hereto with respect thereto.  There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement. The Key Executive waives any right to assert a claim based on any pre-contractual representations, negligent or otherwise, made by the Employer.

5.05Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto.  No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

5.06No Assignment

This Agreement may not be assigned by the Employer without the written consent of the Key Executive.

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5.07Severability

If any provision in this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

5.08Notices

Any demand, notice or other communication (hereinafter in this Section 5.08 referred to as a “Communication”) to be given in connection with this Agreement shall be given in writing and may be given by personal delivery or by registered mail addressed to the recipient as follows:

To the Key Executive:

to the address on file with the Human Resources Department of the Employer

To the Employer:

IPSCO Inc.

650 Warrenville Road, Ste. 500

Lisle, Illinois 60532

Attn: General Counsel

or such other address or individual as may be designated by notice by either party to the other.  Any Communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in Illinois, following the deposit thereof in the mail.  If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system, which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery.

5.09Governing Law

This Agreement shall be governed by and construed in accordance with the law of the State of Illinois, without regard to conflicts of law principles.

5.10Copy of Agreement; Counterparts

The Key Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the Employer.  The Agreement may be executed

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in one or more counterparts, all of which together shall constitute but one Agreement.

5.11Independent Legal Advice

The Key Executive hereby acknowledges that he has had the opportunity to obtain independent legal advice with respect to the Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SIGNED, AND DELIVERED BY
David Stewart Sutherland
in the presence of:
	/s/ David Stewart Sutherland
SIGNATURE OF WITNESS	David Stewart Sutherland
	IPSCO INC.
	Per:	/s/ Raymond J. Rarey
		Raymond J. Rarey
	Per:	/s/ Leslie T. Lederer
		Leslie T. Lederer
	Per:	/s/ Burton M. Joyce
		Burton M. Joyce

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SCHEDULE “A”

Release and Indemnity

WHEREAS, my employment with IPSCO Inc. or any subsidiary of it was terminated within the meaning of an Agreement dated            , 20    ;

WHEREAS, I have agreed to accept the termination benefits set out in the Agreement that is attached hereto, less all applicable deductions, and other good and valuable consideration in full settlement of any and all claims I may have relating to my employment with IPSCO or its subsidiary or the termination thereof and the termination of any employment agreement between me and my employer as a consequence thereof;

NOW, THEREFORE, WITNESSETH, that in consideration of the terms of settlement outlined above, I hereby release and forever discharge IPSCO Inc. and any corporations associated therewith or related thereto and their respective directors, officers, employees and agents (collectively referred to as the “Releases”) from any and all actions, causes of action, claims and demands arising from my employment with IPSCO Inc. or any corporations associated therewith or related thereto or the termination of that employment, including any claims pursuant to applicable statutes, including any claims for overtime pay, public holiday pay, vacation pay, termination pay, severance pay and pay in lieu of reasonable notice and including any and all actions, causes of action, claims or demands arising under my employment agreement with IPSCO Inc.

FOR THE SAID CONSIDERATION, I further agree not to make any claim or take any proceedings against any other individual, partnership, association, trust, unincorporated organization or corporation with respect to any matters which may have arisen between me and the Releases or any one of them for contribution or indemnity or other relief over; and

FURTHERMORE, for the aforesaid consideration, I hereby agree to indemnify and save harmless the Releases from any and all claims or demands under any applicable income tax, social security or insurance, pension, employment insurance or other similar statute providing for the remittance of amounts to any governmental authority from employment compensation, including any regulations made thereunder and any other statute or regulations, for or in respect of any failure on the part of the Releases to withhold income tax, social security or insurance, pension premiums or employment insurance premiums or benefit overpayments or any other tax, premium, payment or levy from all or any part of the said

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consideration and any interest or penalties relating thereto and any costs or expenses incurred in defending such claims or demands; and

I HEREBY FURTHER DECLARE that I have had the opportunity to seek independent legal advice with respect to the terms of settlement as well as this Release and Indemnity and I fully understand them.  I hereby voluntarily accept the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.

NOTWITHSTANDING THE FOREGOING, this Release and Indemnity shall not apply to any actions, causes of action, claims or demands which I may have relating to the failure or the refusal of IPSCO Inc. to comply with the terms of the Agreement or this Release and Indemnity.

THIS RELEASE AND INDEMNITY shall be deemed to have been made in and shall be construed in accordance with the laws of Illinois and the laws of Canada applicable therein.

THIS RELEASE AND INDEMNITY shall enure to the benefit of and be binding upon me and the Releases and our respective heirs, executors, administrators and legal personal representatives, successors and assigns.

IN WITNESS WHEREOF I have executed this Release and Indemnity as of the          day of                , 20    .

SIGNED, AND DELIVERED BY
David Stewart Sutherland
in the presence of:
SIGNATURE OF WITNESS	David Stewart Sutherland

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EX-10.7

Exhibit 10.7

IPSCO Inc.

2005 Form 10-K

CHANGE IN CONTROL AGREEMENT

THIS IS AN AGREEMENT made as of this 18^TH day of November 2005,

B E T W E E N:

VICKI LEE AVRIL

(hereinafter referred to as the “Key Executive”),

OF THE FIRST PART,

- and -

IPSCO INC.

a corporation incorporated under the laws of Canada

(hereinafter referred to as the “Employer”),

OF THE SECOND PART.

WHEREAS,the Key Executive is employed by the Employer or a subsidiary of the Employer (referred to as the “Employer” herein) in a senior executive capacity; and

WHEREAS, the Employer considers that the service of the Key Executive to the Employer entitles the Key Executive to receive the benefits set forth in this Agreement in the event of the Involuntary Termination of the Key Executive’s employment within the Qualifying Term before or after a Change in Control; and

WHEREAS, the Employer recognizes that the uncertainty and insecurity that may arise as a result of the occurrence of a Change in Control could lead to the departure of the Key Executive to the detriment of the Employer and its shareholders; and

WHEREAS, a Change in Control of the Employer, while not currently in contemplation, is a possibility; and

WHEREAS, the Employer considers it in the best interests of the Employer and its shareholders that the Key Executive have a strong incentive to remain in the employ of the Employer so as to maximize the value of the Employer; and

WHEREAS, the Employer considers that in order to assist in the continued dedication of the Key Executive to the Employer, it is important to establish contractual arrangements that provide incentives to the Key Executive to continue in the employ of the Employer notwithstanding the possibility or occurrence of a Change in Control and provide financial security to the Key Executive in the event of the Involuntary Termination of the Key Executive’s employment within the Qualifying Term before or after a Change in Control; and

WHEREAS, the Employer and the Key Executive acknowledge that the compensation and benefits payable to the Key Executive hereunder and the consideration and covenants that flow from the Key Executive to the Employer are fair and reasonable having regard to all of the circumstances of the Key Executive’s employment with the Employer; and

WHEREAS, the Employer’s Board of Director’s has determined that it is in the best interests of the Employer that, in exchange for the assurances and undertakings provided below, it obtain from the Key Executive certain covenants which are of significant benefit to the Employer;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the Employer and the Key Executive agree as follows:

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ARTICLE ONE - DEFINITIONS

1.01Definitions

In this Agreement, the following terms shall have the meanings set out below unless the context requires otherwise:

“Annual Base Salary” means the dollar value or any cash or non-cash base salary established by the Management Resources and Compensation Committee of the Employer to be the salary of the Key Executive, for the financial year covered, for the purposes of calculation of any bonuses or other benefits, including insurance benefits, 401(k) savings plan, non-qualified compensation deferrals, or pension entitlements that relate to or are calculated with reference to the salary or other remuneration of the Key Executive.

“Cause” means:

(i)the willful failure of the Key Executive to carry out the Key Executive’s reasonable and lawful duties, responsibilities or tasks after the Employer’s Board of Directors has given the Key Executive written notice of the willful failure to do so, and the opportunity to correct the same within a reasonable time from the date of receipt of such written notice;

(ii)Willful gross misconduct, gross negligence, the commission of a criminal act, theft, fraud or dishonesty by the Key Executive involving the property or affairs of the Employer or the carrying out of the Key Executive’s duties, responsibilities and tasks; or

(iii)Willful engagement in conduct that is demonstrably and materially injurious to the Employer, monetarily or otherwise.

For purposes of this Agreement, the Key Executive’s employment shall be deemed to have terminated for Cause if, after the Key Executive’s employment has been terminated, facts and circumstances are discovered that would have justified a termination for Cause.

“Change in Control” means the occurrence at any date following execution of this Agreement of any of the following events:

(i)any change, either through the issue, transfer, acquisition, conversion, exchange or otherwise of shares, or through amalgamation, arrangement, merger or otherwise (the “Transaction”), as a result of which the Employer ceases to exist as a separate legal entity and the beneficial

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shareholders of the Employer immediately before such change (not including any other party to the Transaction or any such beneficial shareholder who was also a shareholder in such other party before the Transaction) hold less than 50% of the shares or other securities of the entity resulting from the change entitled to vote generally in the election of the directors of the entity;

(ii)any change, either direct or indirect, in the beneficial ownership of Common Shares as a result of which a Person or a group of Persons acting jointly or in concert at arm’s length to the Employer, either individually or together with its or their associates and affiliates, beneficially owns more than 20% of all of the Common Shares.  For purposes of this clause (ii), the terms “associate”, “affiliate” and “beneficial ownership” shall have the same respective meanings as in the Securities Act (Ontario) as may be amended from time to time;

(iii)the consummation of any transaction, whether by way of reorganization, consolidation, arrangement, liquidation, transfer, exchange, sale or otherwise, whereby a Person or a group of Persons acting jointly or in concert at arm’s length to the Employer, either individually or together with its or their affiliates, acquires legal or beneficial ownership of all or substantially all of the assets of the Employer, other than in a transaction that would result in:

(A)the holders of Common Shares immediately prior to the completion of such transaction (not including any such Person or any owner of such Person) continuing to own more than 50% of the voting shares of the surviving entity outstanding immediately following the completion of such transaction, and

(B)a majority of the members of the board of directors of the surviving entity having been members of the board of directors of the Employer immediately prior to the completion of such transaction; or

(iv)the replacement by way of election at any one time, or the appointment at any one or a series of related times, of more than one-half of the members of the Board, if the election or appointment of such replacement directors has

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not been approved by a majority of the members of the Board in office immediately before such replacement.

If the Key Executive is employed by IPSCO Enterprises Inc., or a successor subsidiary of the Employee in the United States, “Employer” for purposes of this definition of “Change in Control” shall mean either IPSCO Inc. or such United States Subsidiary.  In no event will a Change in Control be deemed to have occurred, with respect to the Key Executive, if an employee benefit plan maintained by the Employer or the Key Executive is part of a purchasing group that consummates the Change in Control transaction.  The employee benefit plan or the Key Executive will be deemed “part of a purchasing group” for purposes of the preceding sentence if the plan or the Key Executive is an equity participant in the purchasing company or group (except:  (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors).

“Common Shares” means the common shares or any other securities of the Employer entitled to vote generally in the election of members of the Board as at any particular time.

“Communication” has the meaning given to it in Section 5.08.

“Involuntary Termination” means:

(i)any termination by the Employer of the Key Executive’s employment following any Change in Control that is not due to Cause, which shall include a termination of the Key Executive’s Employment due to:

(A)the death of the Key Executive; or

(B)a condition of total and continuing disability which renders the Key Executive incapable of performing his essential job duties and functions for a period of six (6) months; or

(ii)any termination by the Employer of the Key Executive’s employment, which is not due to Cause, that occurs prior to the Change in Control at the request or direction of a potential acquirer that ultimately participates in the Change in Control; or

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(iii)the resignation of the Key Executive from his employment with the Employer within 60 days of the occurrence of any of the following events:

(A)any requirement by the Employer following any Change in Control that the Key Executive’s position be based and principal office located outside a 40-mile radius from the Key Executive’s principal office immediately prior to the Change in Control;

(B)any material reduction in the Key Executive’s position, reporting relationship, overall responsibilities or authority from that in effect immediately prior to any Change in Control, or immediately prior to any reduction thereto made in contemplation of the Change in Control;

(C)any material reduction in the Key Executive’s overall cash compensation (Annual Base Salary plus target bonus opportunity) paid to him by the Employer as in effect immediately prior to any Change in Control or as such overall remuneration may have been subsequently increased from time to time; or

(D)any termination or material reduction in the aggregate value of the Key Executive’s benefit programs, including, but not limited to, any pension plan, stock award plan, investment plan, savings plan, incentive compensation plan or life insurance, medical plans or disability plans provided by the Employer to the Key Executive and in which the Key Executive is participating or under which the Key Executive is covered, all as in effect immediately prior to any Change in Control or as such benefit programs may have been subsequently increased from time to time, that has not been replaced by benefit programs of any other Person which provide the Key Executive with substantially equivalent benefits and value under substantially equivalent terms and conditions as were provided by the benefit programs in effect immediately prior to the Change in Control.

“Person” shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

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“Qualifying Term” means the twenty-four (24) months following, or the six (6) months preceding, a Change in Control.

“Stock Awards” means all options to purchase Common Shares of the Employer granted to the Key Executive under the IPSCO Inc. Incentive Share Option Plan or any successor or replacement of such plan, which have not been exercised by the Key Executive as of any particular date, whether vested or unvested, and any awards of equity interests of the Employer issued under an equity incentive plan of the Employer.

“Termination Factor” means the multiple that will be used to calculate the termination benefits set forth in Section 3.02, which for the Key Executive shall equal 2.5.

 “Willful” means any act done or omitted to be done by the Key Executive intentionally and without reasonable belief that such act or omission was in the best interests of the Employer.  An act shall not be Willful if taken pursuant to advice of counsel engaged to represent the Employer.

ARTICLE TWO - KEY EXECUTIVE’S COVENANTS

2.01Non-Disclosure

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, the Key Executive shall not (either during the continuance of his employment or at any time thereafter) disclose any proprietary and confidential information of the Employer, including, without limitation, the Employer’s financial data, business plans and trade secrets, to any person other than for the Employer’s purposes and shall not (either during the continuance of the employment or at any time thereafter) use for his own purposes or for any purposes other than those of the Employer any such information or secrets he may acquire in relation to the business of the Employer.

2.02Key Executive to Remain Employed

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, if a Person effects a Change in Control, the Key Executive shall not voluntarily leave his employment with the Employer, other than by way of retirement pursuant to the normal retirement plans of the Employer, and shall continue to perform his duties related to his employment until such Person has abandoned or terminated his or its efforts to effect a Change in Control or until after a Change in Control has occurred.  Should the Key Executive voluntarily leave his employment with the

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Employer contrary to this Section, the Key Executive shall, immediately upon the cessation of his employment with the Employer, cease to be entitled to any of the benefits provided for under this Agreement, but the Employer shall have no other recourse against or claim against the Key Executive in respect of his voluntary leaving his employment contrary to this Section 2.02.

2.03Return of Property; Assignment of Inventions

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, immediately following the Involuntary Termination of the Key Executive’s employment, the Key Executive shall at once:

(a)deliver or cause to be delivered to the Employer all books or other documents stored in paper or electronic form, effects, money, securities or other property belonging to the Employer or for which the Employer is liable to others, which are in the possession, charge, control or custody of the Key Executive; and

(b)assign and transfer to the Employer, without any separate remuneration or compensation other than the compensation already paid to the Key Executive, the Key Executive’s entire right, title and interest in and to, together with all United States and foreign patent rights and any other legal protection in and with respect to, any and all Inventions (i) conceived or made by the Key Executive while in the employ of the Employer and engaged in the Employer’s affairs; (ii) developed using equipment, supplies, facilities or trade secrets of the Employer; or (iii) relating to the Employer’s business or current or anticipated research and development.  For purposes of this Agreement, “Invention” shall include, but not be limited to any discovery, machine, mechanism, device, apparatus, equipment, idea, process, method, design, development, improvement, concept, application, technique, formulation, composition of matter, product, technology, programming, code or any combination of these whether patentable or not, and whether reduced to practice or not, which relates to the business of the Employer.

2.04Non-Competition; Non-Solicitation

In consideration for the termination benefits described in Section 3.02 (a) through (i) hereof, for the period which is the lesser the termination factor for the Executive multiplied by twelve (12) or twenty-four (24) months immediately after the Involuntary Termination of the Key Executive’s

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employment with the Employer, in any state in the United States and any country in the world outside of the United States in which Company conducts business on the date of termination, the Key Executive shall not:

(a)           invest in (other than in a publicly traded company with a maximum investment of no more than 1% of outstanding shares), counsel, advise, consult or be otherwise engaged or employed by any entity engaged in the manufacturing and sale of hot rolled coiled steel and steel plate products and steel tubular goods.

(b)           either directly or indirectly, either for the Key Executive or for any other person, firm, company or corporation, call upon, solicit, divert, or take away, or attempt to solicit, divert or take away any of the customers, prospective customers, business, vendors or suppliers of the Employer that the Key Executive had dealings with, or responsibility for, or the Key Executive had access to confidential information of, such customers, vendors or suppliers;

(c)           without the prior written consent of the Employer, (i) directly or indirectly, solicit or recruit (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous six (6) months an employee, representative, officer or director of the Employer or (ii) take any action to encourage or induce any employee, representative, officer or director of the Employer to cease their relationship with the Employer for any reason.

2.05Enforcement

If any of the provisions or subparts of this Article Two shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or subparts thereof shall continue to be valid and enforceable according to their terms.  Further, if any restriction contained in the provisions or subparts of this Article Two is held to be overbroad or unreasonable as written, the parties agree that the applicable provision should be considered to be amended to reflect the maximum period, scope or geographical area deemed reasonable and enforceable by the court and enforced as amended.

2.06Remedy for Breach

Because the Key Executive’s services are unique and because the Key Executive has access to confidential information and trade secrets of the

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Employer, the parties agree that any breach or threatened breach of this Article Two will cause irreparable harm to the Employer and that money damages alone would be an inadequate remedy.  The parties therefore agree that, in the event of any breach or threatened breach of this Article Two, and in addition to all other rights and remedies available to it, the Employer may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, without a bond, in order to enforce or prevent any violations of the provisions of this Article Two.  The Key Executive acknowledges and agrees that nothing contained herein shall be construed to be an excessive remedy to prohibit the Employer from pursuing any other remedies available to it for such actual or threatened breach, including but not limited to the recovery of money damages, proximately caused by Key Executive’s breach of this Article Two.

2.07Survival

The provisions of this Article Two shall survive and continue in full force in accordance with their terms notwithstanding any termination of this Agreement.

ARTICLE THREE - TERMINATION OF EMPLOYMENT

3.01Conditions Precedent to the Provision of Termination Benefits

The termination benefits set forth in Section 3.02 (a) through (i) shall become due and payable if and only if:

(a)there has been a Change in Control; and

(b)an Involuntary Termination of the employment of the Key Executive with the Employer has occurred within the Qualifying Term.

3.02Termination Benefits

Upon the Involuntary Termination of the employment of the Key Executive with the Employer, the Employer shall pay to the Key Executive the amount of any unpaid salary earned by the Key Executive up to and including the date of such Involuntary Termination, and any unpaid vacation pay earned by him up to and including the date of such Involuntary Termination.  In addition, if both of the events set forth in Section 3.01 have occurred, the Employer shall, within 30 days of the date of the later of such events to occur:

(a)pay to the Key Executive an amount equal to his or her Annual Base Salary (including any portion of such salary that is being

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deferred in accordance with any salary or compensation deferral arrangement or agreement then in effect between the Key Executive and the Employer) in effect immediately before the Involuntary Termination, but disregarding any reduction in the same made in contemplation of the Change in Control, multiplied by the Termination Factor, which payment shall be deemed to include any claim which the Key Executive may have during such period to sick pay or short-term disability benefits and any statutory severance pay which may be owed;

(b)pay to the Key Executive an amount equal to the Key Executive’s target bonus amount for the fiscal year in which such Involuntary Termination occurs (or, if greater, for the fiscal year in which the Change in Control occurs) pursuant to any annual bonus plan maintained by the Employer, multiplied by the Termination Factor;

(c)continue to make the Employer contributions necessary to maintain the Key Executive’s coverage pursuant to the Employer’s benefit plans applicable to the Key Executive for the life insurance, medical and dental benefit coverage, provided the Key Executive continues to make the regular Key Executive contributions, from the date of the Involuntary Termination until the earlier of (i) the expiry of the ensuing twenty-four (24) month period or (ii) the date on which the Key Executive receives comparable coverage under the plans and programs of a subsequent employer; provided, however, that upon expiration of such continued benefits, the Key Executive shall be further entitled to continued health, dental and vision insurance benefits as required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to the Key Executive’s timely election of COBRA healthcare continuation coverage;

(d)credit the Key Executive with an additional 30 months of service for the purposes of any pension plan or pension arrangements in which the Key Executive participated or which pertained to the Key Executive immediately prior to such Involuntary Termination or which were in effect on the effective date of the Change in Control, whichever were more beneficial to the Key Executive from the date of the Involuntary Termination until the expiry of the Termination Period.  To the extent that the Employer is prohibited by applicable law from satisfying this covenant, the Employer shall pay to the Key Executive, forthwith after the

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Change in Control, such amount as may be necessary to provide the Key Executive with equivalent value.  To the extent the applicable pension plan or pension arrangement is a non-qualified, defined benefit pension plan, the Employer shall pay to the Key Executive a lump sum that is actuarially equivalent to the additional months of service, rather than crediting additional months of service within the operation of such plan;

(e)confirm that all stock options held by the Key Executive immediately prior to the Involuntary Termination which have not been exercised by the Key Executive shall continue to be exercisable for the duration of their respective exercise periods.  All Stock Awards, including stock options, not vested on the date of a Change in Control shall vest in accordance with the terms of the applicable equity plan and award agreement;

(f)confirm the continuation of all salary deferral arrangements or agreements then in effect between the Key Executive and the Employer;

(g)if any payment or benefit to or for the benefit of the Key Executive pursuant to the terms of this Agreement, or any other plan of or arrangement or agreement with the Employer or any affiliate of the Employer (referred to as “Total Payments”) is subject to the Excise Tax (as hereinafter defined), the Employer shall pay to the Key Executive an additional amount such that the net amount retained by the Key Executive after deduction of any Excise Tax, and any federal, state and local income and employment tax and Excise Tax imposed upon the additional amount under this paragraph (g), shall be equal to the Total Payments.  The term “Excise Tax” shall mean the tax imposed by Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and any similar tax that may hereafter be imposed.

The amount of the payment to the Key Executive under this paragraph (g) shall be estimated by a nationally recognized firm of certified public accounts or employee benefits consultants, based upon the following assumptions:

(i)all payments and benefits to or for the benefit of the Key Executive in connection with a Change in Control of the Employer or termination of the Key Executive’s employment following a Change in Control of the Employer shall be deemed to be “parachute payments” within the

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meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” shall be deemed to be subject to the Excise Tax except to the extent that, in the opinion of tax counsel selected by the firm so charged with estimating the payment to the Key Executive under this paragraph (g), such payments or benefits are not subject to the Excise Tax; and

(ii)the Key Executive shall be deemed to pay federal, provincial, state and local taxes at the highest marginal rate of taxation for the applicable calendar year.

The Employer shall pay the fees charged by such firm in preparing such estimate.

The estimated amount of the payment due the Key Executive pursuant to this paragraph (g) shall be paid to the Key Executive in a lump sum not later than thirty (30) business days following the delivery of such estimate to the Key Executive and the Employer.  In the event that the amount of the estimated payment is less than the amount actually due to the Key Executive under this paragraph (g), the amount of any such shortfall shall be paid to the Key Executive within ten (10) days after the existence of the shortfall is discovered.

(h)to the extent that any payment under this Agreement is deemed to be deferred compensation subject to the requirements of Section 409A of the Code, the Employer and the Key Executive shall amend this Agreement, as necessary, so that such payments will be made in accordance with the requirements of Section 409A of the Code; provided, however, that, if any payment due to the Key Executive is delayed as a result of Section 409A of the Code, the Key Executive shall be entitled to be paid interest on such amount at an annual rate equal to the prime rate, as published in the Wall Street Journal, plus 2%, in effect as of the Key Executive’s date of termination.  Such delayed payments will be paid at the earliest date permitted under Section 409A of the Code.  Amendment of the Agreement to comply with Section 409A of the Code will not result in the Key Executive being entitled to receive any reduced or enhanced benefit under this Agreement.  Notwithstanding the foregoing, in the event the Key Executive is subjected to income or excise taxes or other penalties under Section 409A of the Code by virtue of any amount due to him, the Employer will pay an additional amount to the Key Executive to make the Key

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Executive whole for such taxes.  Such additional amount will be paid to the Key Executive not later than the due date of the Key Executive’s tax return for the year in which the tax or penalty is imposed; and

(i)In the event the Key Executive’s Involuntary Termination occurs as a result of death or disability following a Change in Control, the cash payments provided in this Section 3.02 shall be offset by any life insurance, death, or disability benefits payable to the Key Executive during the 30 months following the Involuntary Termination pursuant to a life insurance, death benefit or disability plan maintained by the Employer.

3.03Legal Costs

If a dispute arises regarding:

(a)whether or not a Change in Control or an Involuntary Termination has occurred;

(b)the validity, interpretation or enforcement of this Agreement; or

(c)the right of the Key Executive to receive any termination benefits referred to in this Agreement;

the Employer shall reimburse to or at the direction of the Key Executive all reasonable legal fees and expenses incurred by the Key Executive relating to such dispute if the Key Executive prevails in any material respect.

3.04Fair and Reasonable

The parties confirm that termination benefits described in Section 3.02 (a) through (i) are fair and reasonable and that the termination benefits as outlined in this Article Three are a reasonable estimate of the damages which will be suffered by the Key Executive in the event of an Involuntary Termination within twenty-four  (24) months following a Change in Control and that such termination benefits shall not be construed as a penalty.

3.05No Duty to Mitigate

In the event of an Involuntary Termination within twenty-four (24) months following a Change in Control, the Key Executive shall not be required to mitigate his damages by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced in any respect if the Key Executive shall not reasonably pursue alternate employment.

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3.06        Security for Payments

If a Change in Control is anticipated to occur, the Employer shall forthwith make such arrangements as may, in the view of the Board, be prudent and advisable to assure the ability of the Employer to pay any amounts set forth in Section 3.02, including, without limitation, by arranging for one or more letters of credit, depositing funds in trust or making such other arrangements as then seem appropriate for such purpose.

ARTICLE FOUR - RELEASE

4.01Release

As a condition to receiving the termination benefits referred to in Section 3.02 (a) through (i) hereof, the Key Executive shall execute the Release and Indemnity in favor of the Employer in the form attached hereto as Schedule ”A”.

4.02Rights under Agreement

Section 4.01 shall not apply to any actions, causes of action, claims or demands which the Key Executive may have relating to the failure or the refusal of the Employer to comply with the terms of this Agreement.

ARTICLE FIVE - GENERAL

5.01Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.  The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto.  Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

5.02Number

In this Agreement words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

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5.03Benefit of Agreement

This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Key Executive and the successors and assigns of the Employer, respectively.  The Employer shall ensure that any Person acquiring legal or beneficial ownership of all or substantially all of the assets of the Employer in a transaction which constitutes a Change in Control pursuant to paragraph (iii) of the definition of “Change in Control” agrees to assume all of the obligations of the Employer under this Agreement, jointly and severally with the Employer.  If the Key Executive dies after becoming entitled to payments made hereunder but before all such payments are made, all remaining payments will be made to the beneficiary designated by the Key Executive pursuant to reasonable procedures established by the Employer, or in the absence thereof, to the estate of the Key Executive.

5.04Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, cancels, and supersedes any prior understandings and agreements between the parties hereto with respect thereto.  There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement. The Key Executive waives any right to assert a claim based on any pre-contractual representations, negligent or otherwise, made by the Employer.

5.05Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto.  No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

5.06No Assignment

This Agreement may not be assigned by the Employer without the written consent of the Key Executive.

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5.07Severability

If any provision in this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

5.08        Notices

Any demand, notice or other communication (hereinafter in this Section 5.08 referred to as a “Communication”) to be given in connection with this Agreement shall be given in writing and may be given by personal delivery or by registered mail addressed to the recipient as follows:

To the Key Executive:

to the address on file with the Human Resources Department of the Employer

To the Employer:

IPSCO Inc.

650 Warrenville Road, Ste. 500

Lisle, Illinois 60532

Attn: General Counsel

or such other address or individual as may be designated by notice by either party to the other.  Any Communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in Illinois, following the deposit thereof in the mail.  If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system, which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery.

5.09Governing Law

This Agreement shall be governed by and construed in accordance with the law of the State of Illinois, without regard to conflicts of law principles.

5.10Copy of Agreement; Counterparts

The Key Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the Employer.  The Agreement may be executed

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in one or more counterparts, all of which together shall constitute but one Agreement.

5.11Independent Legal Advice

The Key Executive hereby acknowledges that he has had the opportunity to obtain independent legal advice with respect to the Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SIGNED, AND DELIVERED BY

Vicki Lee Avril

in the presence of:

	/s/ Vicki L Avril
SIGNATURE OF WITNESS	Vicki Lee Avril
	IPSCO INC.
	Per:	/s/ Raymond J. Rarey
	Per:	/s/ Leslie T. Lederer

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SCHEDULE ”A”

Release and Indemnity

WHEREAS, my employment with IPSCO Inc. or any subsidiary of it was terminated within the meaning of an Agreement dated            , 20     ;

WHEREAS, I have agreed to accept the termination benefits set out in the Agreement that is attached hereto, less all applicable deductions, and other good and valuable consideration in full settlement of any and all claims I may have relating to my employment with IPSCO or its subsidiary or the termination thereof and the termination of any employment agreement between me and my employer as a consequence thereof;

NOW, THEREFORE, WITNESSETH that in consideration of the terms of settlement outlined above, I hereby release and forever discharge IPSCO Inc. and any corporations associated therewith or related thereto and their respective directors, officers, employees and agents (collectively referred to as the “Releases”) from any and all actions, causes of action, claims and demands arising from my employment with IPSCO Inc. or any corporations associated therewith or related thereto or the termination of that employment, including any claims pursuant to applicable statutes, including any claims for overtime pay, public holiday pay, vacation pay, termination pay, severance pay and pay in lieu of reasonable notice and including any and all actions, causes of action, claims or demands arising under my employment agreement with IPSCO Inc.

FOR THE SAID CONSIDERATION, I further agree not to make any claim or take any proceedings against any other individual, partnership, association, trust, unincorporated organization or corporation with respect to any matters which may have arisen between me and the Releases or any one of them for contribution or indemnity or other relief over; and

FURTHERMORE, for the aforesaid consideration, I hereby agree to indemnify and save harmless the Releases from any and all claims or demands under any applicable income tax, social security or insurance, pension, employment insurance or other similar statute providing for the remittance of amounts to any governmental authority from employment compensation, including any regulations made thereunder and any other statute or regulations, for or in respect of any failure on the part of the Releases to withhold income tax, social security or insurance, pension premiums or employment insurance premiums or benefit overpayments or any other tax, premium, payment or levy from all or any part of the said

1

consideration and any interest or penalties relating thereto and any costs or expenses incurred in defending such claims or demands; and

I HEREBY FURTHER DECLARE that I have had the opportunity to seek independent legal advice with respect to the terms of settlement as well as this Release and Indemnity and I fully understand them.  I hereby voluntarily accept the said terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.

NOTWITHSTANDING THE FOREGOING, this Release and Indemnity shall not apply to any actions, causes of action, claims or demands which I may have relating to the failure or the refusal of IPSCO Inc. to comply with the terms of the Agreement or this Release and Indemnity.

THIS RELEASE AND INDEMNITY shall be deemed to have been made in and shall be construed in accordance with the laws of Illinois and the laws of Canada applicable therein.

THIS RELEASE AND INDEMNITY shall enure to the benefit of and be binding upon me and the Releases and our respective heirs, executors, administrators and legal personal representatives, successors and assigns.

IN WITNESS WHEREOF I have executed this Release and Indemnity as of the        day of             , 20   .

SIGNED, AND DELIVERED BY

Vicki Lee Avril

in the presence of:

SIGNATURE OF WITNESS Vicki Lee Avril

2

EX-10.7A

Exhibit 10.7a

IPSCO Inc.

2005 Form 10-K

Change of Control Agreements for Executives

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing Change of Control Agreements by and between IPSCO Inc. and the following employees as exhibits to this Form 10-K because, except as noted, they are identical to the form of Change of Control Agreement filed as Exhibit 10.7 with this Form 10-K.

1. John Tulloch

2. Joseph Russo

EX-10.8

Exhibit 10.8

IPSCO Inc.

2005 Form 10-K

IPSCO INC.

CANADIAN SUPPLEMENTAL

RETIREMENT BENEFIT PLAN

(As Amended and Restated Effective January 1, 2006)

Section 1.               Definitions

Whenever used herein, unless the context clearly indicates otherwise, the following words and phrases shall have the meanings herein specified, and the following definitions shall be equally applicable to both the singular and plural forms of any of the terms herein defined, unless the context clearly indicates a different meaning.  The masculine pronoun whenever used herein shall include the female pronoun and vise versa.

1.01“Accrual Period” means the number of years (including fractions for completed months) from the date of commencement of a Participant’s Continuous Service to the first day of the month immediately following the month in which he attains age 62.

1.02“Actuary” means a person, or firm, or corporation designated by IPSCO Inc. to be the actuary of the Plan who shall be, or in the case of a firm or corporation a member of the staff of the firm or corporation shall be, a Fellow of the Canadian Institute of Actuaries or a Fellow of the Society of Actuaries, or any successor organization thereto.

1.03“Actuarial Equivalent” means a benefit of equivalent value based on the 1994 Group Annuity Mortality Table for males and the Moody’s Aa long-term corporate bond yield as of the December 31 preceding the year in which payment is made, rounded up to the nearest 0.25%.

1.04“Basic Plan” means The Pension Plan for Non-Union Salaried Employees of IPSCO Inc., The Pension Plan for Executives of IPSCO Inc., The Pension Plan for U.S. Expatriates of IPSCO Inc. or any other plan designated by IPSCO Inc.

1.05“Beneficiary” means the spouse of the Participant, as defined under the Basic Plan.   If there is no such spouse, Beneficiary means the person designated by the Participant as the Beneficiary.

1.06“Board of Directors” or “Board” means the Board of Directors, however constituted, of the Company.

1.07“Company” means IPSCO Inc. and any subsidiary, affiliated and associated company or companies as may be designated by the Board from time to time, except that reference in the Plan to any action to be taken, consent, approval, or opinion to be given or decision to be made shall refer to IPSCO Inc. acting through its Board of Directors or any person or persons authorized by the Board of Directors for the purposes of the Plan.

1.08“Continuous Service” means the period of uninterrupted active service rendered on a regular, permanent, full-time basis by the Participant to the Company from his date of employment to the date of his termination of service, death, or retirement, whichever occurs first.

Continuous Service shall not be broken by:

(a)Any leave of absence of the Participant from his duties for which he receives regular remuneration from the Company or periods of sabbatical leaves and educational leaves of absence with the consent of the Company.

(b)Any sick or accident leave of the Participant from his duties authorized by the Company, not exceeding two years.

(c)A period of Total Disability not exceeding the period from the date of disability until age 65.

For a Participant who is employed in Alberta, Continuous Service shall include any period of unpaid leave of absence, not exceeding 26 weeks, provided termination of employment has not occurred within such period and the Participant is re-employed by the Company immediately after the expiry of such period.

1.09“Earnings” means the Participant’s Earnings, as defined under the applicable Basic Plan. For greater certainty, Earnings include the Participant’s U.S. Earnings, if any, and, for a Senior Executive, Earnings include annual incentive plan bonuses paid after December 31, 2004.

Notwithstanding the foregoing, for a Participant, other than a Senior Executive, whose Termination Date occurs prior to age 60, Earnings are limited to $150,000 per year (Canadian $) and pro-rated for partial calendar years. For a Senior Executive whose Termination Date occurs prior to age 60, Earnings are limited to $200,000 per year (Canadian $) and pro-rated for partial calendar years.  If a Participant’s Termination Date occurs on or after attainment of age 60, the foregoing Earnings limits shall only apply to Earnings up to June 30, 2000.

1.10“Effective Date” means January 1, 1989, the date the provisions of the Plan take effect.  This restated version of the Plan is effective January 1, 2006.

1.11“Final Earnings” means the average annual Earnings of the Participant during the five consecutive calendar years of his Continuous Service in which his Earnings were highest, and shall mean the average annual Earnings during his actual period of Continuous Service if such service is less than five calendar years.  For Senior Executives, “five” in the foregoing definition shall be read as “three”.

1.12“Participant” means a member of a Basic Plan, who has commenced participation in this Plan in accordance with Section 3 and who continues to be entitled to benefits or rights under the Plan.

1.13“Pensionable Service” means the Participant’s Continuous Service with the Company adjusted, if applicable, as indicated below:

(a)For U.S. Expatriates, each complete month of Continuous Service after December 31, 1992 in Canada shall be adjusted by multiplying by the following factor:

$5,000 + 0.5 (monthly Earnings - $5,000)

monthly Earnings

(b)For a Participant, other than a Senior Executive, each complete month of Continuous Service in the United States shall be adjusted by the following factor:

For service to December 31, 1990:

$3,333.33 + 0.5 (monthly Earnings - $3,333.33)

monthly Earnings

For service after January 1, 1991:

$5,000 + 0.5 (monthly Earnings - $5,000)

monthly Earnings

1.14“Plan” means the IPSCO Inc. Canadian Supplemental Retirement Benefit Plan as set forth herein and as amended from time to time.

1.15“Restricted Basic Plan Pension” means the annual retirement benefit payable to a Participant from the applicable Basic Plan as at the Participant’s Termination Date, including any spouse or survivor pension or guaranteed payments payable after his death.

1.16“RRSP Benefit” means the Actuarial Equivalent annuity that can be provided by the “locked-in” registered retirement savings plan established to receive a transfer of assets the Participant had accrued under the Basic Plan as at December 31, 1992.  For this purpose, the “locked-in” registered retirement savings plan shall be deemed to earn each year the lesser of 8% or the rate earned for the year by IPSCO Inc.’s master trust for the Canadian registered pension plans sponsored by the Company.

1.17“Senior Executive” means Mr. David Britten, Mr. Peter MacPhail, Mr. Greg Maindonald, Mr. David Sutherland, Mr. John Tulloch and such other employee designated as a senior executive by the Company.

1.18.“Total Disability” means the inability of the Participant to continue in any employment for which the Participant is reasonably suited due to mental or physical ill health where such condition is deemed to be total and permanent on the basis of written medical evidence acceptable to the Company, and certified by a licensed medical doctor.

1.19.“Termination Date” means the date the Participant’s Continuous Service with the Company ends.

1.20“Transferred Participant” means a Participant who has transferred to the United States (U.S.) to be employed by the Company in the U.S. and participate in the IPSCO Enterprises Inc. U.S. Supplemental Executive Retirement Plan, or any other U.S. pension arrangement provided by the Company.

The Transferred Participant’s annual retirement benefit payable at normal retirement, pursuant to Section 6, shall be frozen as at the date of transfer to the United States.  Such frozen benefits shall be calculated based on the Transferred Participant’s Continuous Service, Pensionable Service and Earnings with respect to service rendered in Canada only as at the date of transfer.  However, if the Transferred Participant retires or terminates employment prior to his normal retirement date and, thus, a benefit becomes payable pursuant to Section 7 or 8, respectively, for the purposes of determining the variables A and B therein, Continuous Service shall include service rendered in the United States.

Notwithstanding the foregoing, if the Transferred Participant returns to Canada and is employed by the Company in Canada immediately prior to the Participant’s Termination Date, then his retirement benefit under the Plan shall be determined as if the Participant had not transferred to the United States.

1.21“Trust Agreement” means any agreement entered into between the Company and a Trustee establishing a Trust Fund.

1.22“Trust Fund” means any assets held pursuant to a Trust Agreement for the purposes of the Plan and to which, at the Company’s discretion, any contributions may be made and from which, at the Company’s discretion, pensions and other benefits payable under the Plan may be made, all in accordance with the Trust Agreement.

If, after satisfaction of all liabilities of the Plan, there should remain surplus assets in the Trust Fund, such

surplus assets shall revert to the Company or be used as the Company may direct, except as provided in the Trust Agreement.

1.23“Trustee” means any trust company or companies with which the Company may enter into a deed or agreement of trust for, at the Company’s discretion, the provision of benefits pursuant to the Plan.

1.24“Unrestricted Basic Plan Pension” means the annual retirement benefit to which a Participant would be entitled under the terms of the applicable Basic Plan at the Participant’s Termination Date, including any spouse or survivor pension or guaranteed payments payable after his death, if such benefit was calculated with the definition of Earnings and Pensionable Service contained herein and without reference to the provision of the Basic Plan limiting benefits in accordance with the requirements of the Canada Revenue Agency.

1.25“U.S. Earnings” means earnings, in United States currency, earned while working for the Company in the United States, and converted to Canadian currency in accordance with Section 11.

1.26“U.S. Expatriate” means, for the purpose of the Plan, a citizen of the United States of America who is employed by the Company in Canada and who, for the purposes of the pension arrangements at the Company, has been designated as an executive, and thus would have qualified for membership in The Pension Plan for Executives of IPSCO Inc. or The Pension Plan for U.S. Expatriates of IPSCO Inc., as the case may be.

1.27“U.S. Expatriate Pension Plan Benefit” means the Actuarial Equivalent annuity that can be provided by The Pension Plan for U.S. Expatriates of IPSCO Inc. on account of Company contributions made on behalf of the Participant and interest thereon.

1.28“U.S. Pension Benefit” means the Actuarial Equivalent annuity of the benefit the Participant accrued, as at the date of transfer to Canada, under one or more United States pension arrangements, including, but not limited to

(i) the IPSCO Enterprises Inc. U.S. Supplemental Executive Retirement Plan (“U.S. SERP”), (ii) the IPSCO Enterprises Inc. Retirement Savings and Profit Sharing Plan on account of Company matching contributions, as specified in the U.S. SERP, and (iii) the value of the Participant’s 401(k) Shadow Account, as defined under the U.S. SERP.  The Actuarial Equivalent annuity shall be payable in the form of pension specified pursuant to Section 10 and converted to Canadian currency in accordance with Section 11.

Section 2.               Purpose and Intent

The Company established the Plan effective January 1, 1989, for the purpose of providing supplementary retirement benefits to Participants.  This restated version of the Plan is effective January 1, 2006.

Section 3.               Participation

Each member of a Basic Plan who is actively employed by the Company shall participate in the Plan provided he is fully vested under the terms of the applicable Basic Plan.  For members of the Pension Plan for Non-Union Salaried Employees of IPSCO Inc., and The Pension Plan for Executives of IPSCO Inc., participation is limited to circumstances where a Participant’s Unrestricted Basic Plan Pension exceeds his Restricted Basic Plan Pension.

Participants shall not contribute to the Plan.

Section 4.               Administration.

The Plan shall be administered by the Company.  The Company shall have the authority to interpret the provisions of the Plan and decide all questions and settle all disputes that may arise in connection with the Plan, all in the sole exercise of its reasonable discretion.  The Company may establish operative and administrative rules and procedures in connection therewith.  All interpretations, decisions, and determinations reasonably made by the Company shall be final, conclusive, and binding on all persons concerned.

Section 5.               Retirement Dates.

(a)           Normal Retirement Date

A Participant’s normal retirement date shall be the first day of the month coincident with or next following his attainment of age 65.  Notwithstanding the foregoing, a Senior Executive’s normal retirement date shall be the first day of the month coincident with or next following his attainment of age 62.

(b)           Early Retirement Date

A Participant may elect to retire on an early retirement date, which shall be the first day of any month following his attainment of age 55.  Notwithstanding the foregoing, a Senior Executive’s early retirement date shall be the first day of the month coincident with or next following his attainment of age 52.

(c)           Deferred Retirement Date

A Participant may postpone his retirement to a deferred retirement date, which shall be the first day of any month subsequent to his normal retirement date and prior to his 69^th birthday.  If a Participant elects to postpone his retirement, he shall continue to earn benefits in accordance with the terms and provisions of the Plan while he remains in the active employment of the Company.

Section 6.               Benefits at Normal or Deferred Retirement Date.

(a)Amount of Benefit – For Basic Plan members of The Pension Plan for Non-Union Salaried Employees of IPSCO Inc. and  The Pension Plan for Executives of IPSCO Inc.

The annual retirement benefit, payable in equal monthly installments commencing at the Participant’s normal or deferred retirement date, shall equal:

(i)the Participant’s  Unrestricted Basic Plan Pension minus the Participant’s Restricted Basic Plan Pension;

reduced, but not below zero by:

(ii)the Participant’s U.S. Pension Benefit.

Notwithstanding the above, if the Participant’s Basic Plan provides for contractual inflation protection of the Restricted Basic Plan Pension, then the pension amount determined above shall be reduced by the Actuarial Equivalent annuity that can be provided by the value of such inflation protection.

(b)Amount of Benefit – For Basic Plan members of The Pension Plan for U.S. Expatriates of IPSCO Inc.

The annual retirement benefit, payable in equal monthly installments commencing at the Participant’s normal or deferred retirement date, shall equal:

(i)2% of his Final Earnings multiplied by his years of Pensionable Service (including fractions for completed months)

reduced, but not below zero by:

(ii)the Participant’s RRSP Benefit;

(iii)the Participant’s U.S. Expatriate Pension Plan Benefit; and

(iv)          the Participant’s U.S. Pension Benefit.

Section 7.               Benefits at Early Retirement Date

(a)Amount of Benefit – For Basic Plan members of The Pension Plan for Non-Union Salaried Employees of IPSCO Inc. and The Pension Plan for Executives of IPSCO Inc.

If the Participant retires on an early retirement date in accordance with Section 5(b), he shall receive an annual retirement benefit, payable in equal monthly installments commencing on his early retirement date, equal to:

(A/B x [C - D])-E

where

A=              the Participant’s Continuous Service at

his Termination Date

B              =              the Participant’s Accrual Period

C              =              the Participant’s Unrestricted Basic Plan

Pension*

D              =              the Participant’s Restricted Basic Plan

Pension**

E               =              the Participant’s U.S. Pension Benefit*

*Reduced for early retirement in accordance with the Participant’s Basic Plan or U.S. pension arrangement, as applicable, and based on the Participant’s Continuous Service.  Notwithstanding the foregoing and for greater clarity, the early retirement reduction factor for a Senior Executive is determined as 0.3% for each complete month the Senior Executive’s early retirement date precedes age 60, or, for retirement prior to age 55, the pension payable will be the Actuarial Equivalent of the pension payable at the normal retirement date.

**Reduced for early retirement in accordance with the Participant’s Basic Plan and based on the Participant’s Continuous Service in Canada.

Notwithstanding the above, if the Participant’s Basic Plan provides for contractual inflation protection of the Restricted Basic Plan Pension, then the pension amount determined above shall be reduced by the Actuarial Equivalent annuity that can be provided by the value of such inflation protection.

(b)Amount of Benefit – For Basic Plan members of The Pension Plan for U.S. Expatriates of IPSCO Inc.

If the Participant retires on an early retirement date in accordance with Section 5(b), he shall receive an annual retirement benefit, payable in equal monthly installments commencing on his early retirement date, equal to:

(A/B x [C x (1-D) – E ] - F

where

A=              the Participant’s Continuous Service at his Termination Date

B             =              the Participant’s Accrual Period

C             =              the Participant’s annual retirement

Benefit Determined pursuant to Section

6(b)(i)

D             =              the Early Retirement Reduction Factor

(as defined in Section 7(c))

E=              the Participant’s RRSP Benefit and the Participant’s U.S. Expatriate Pension Plan Benefit

F=              the Participant’s U.S. Pension Benefit reduced for early retirement in accordance with the applicable U.S. pension arrangement

(c)Early Retirement Reduction Factor

If the Participant’s early retirement benefit is determined pursuant to Section 7(b), an early retirement reduction factor shall be applied to the Participant’s normal retirement benefit determined pursuant to Section 6(b)(i).  The early retirement reduction factor is determined as 0.3% for each complete month the Participant’s early retirement date precedes age 65.  The reduction will not apply if the Participant has 30 years of Continuous Service or is age 62 with at least 10 years of Continuous Service.

Section 8.               Benefits on Termination of Service Before Early Retirement Date

(a)Amount of Benefit – For Basic Plan members of The Pension Plan for Non-Union Salaried Employees of IPSCO Inc. and The Pension Plan for Executives of IPSCO. Inc.

If a Participant’s Termination Date occurs before he is eligible to retire pursuant to Section 5(b), the Participant shall be entitled to the annual retirement benefit, payable in equal monthly installments commencing at his normal retirement date, equal to:

(A/B x C) - D

where

A=              the Participant’s Continuous Service at his Termination Date

B             =              the Participant’s Accrual Period

C=              the annual retirement benefit determined pursuant to Section 6(a)(i)

D             =              the Participant’s U.S. Pension Benefit

Notwithstanding the above, if the Participant’s Basic Plan provides for contractual inflation protection of the Restricted Basic Plan Pension, then the pension amount determined above shall be reduced by the Actuarial Equivalent annuity that can be provided by the value of such inflation protection.

(b)Amount of Benefit – For Basic Plan members of The Pension Plan for U.S. Expatriates of IPSCO Inc.

If a Participant’s Termination Date occurs before he is eligible to retire pursuant to Section 5(b), the Participant shall be entitled to the annual retirement benefit, payable in equal monthly installments commencing at his normal retirement date, equal to:

(A/B x C) – D

where

A=              the Participant’s Continuous Service at his Termination Date

B             =              the Participant’s Accrual Period

C             =              the annual retirement benefit determined

pursuant to Sections 6(b)(i),(ii) and (iii)

D             =              the Participant’s U.S. Pension Benefit

(c)When Benefits are Payable

The annual retirement benefit determined pursuant to Section 8 shall be payable at the Participant’s normal retirement date.  Notwithstanding the foregoing, if the Participant retires early in accordance with Section 5(b),

the variable “C” in Section 8(a) shall be reduced in accordance with the Participant’s Basic Plan and the variable “C” in Section 8(b) shall be reduced in accordance Section 7(c).

Section 9.               Death Benefits.

(a)Death Before Retirement.  If a Participant dies before payment of his annual retirement benefit has commenced, his Beneficiary shall receive the Actuarial Equivalent value of the Participant’s benefit under the Plan assuming he terminated on the day he died.  If the Beneficiary is the Participant’s spouse, as defined under the Participant’s Basic Plan, this death benefit shall be payable as a life annuity, as determined by the Actuary, or in such other manner as may be agreed upon by the Company and the spouse.  Payments to the spouse will commence on the first day of the month following the Participant’s death.

If the Participant does not have a spouse at date of death, the foregoing death benefit shall be payable to the Beneficiary or estate in a lump sum.

(b)Death After Retirement.  If a Participant dies after payment of his annual retirement benefit has commenced, his Beneficiary shall receive the survivor benefit inherent in the form of payment provided to the Participant.

Section 10.             Forms of Payment

The annual retirement benefit described in Section 6, Section 7 and Section 8 shall be paid monthly in the normal form of payment as specified in the Participant’s Basic Plan.  For the purposes of this section, the normal form of payment for members of The Pension Plan for U.S. Expatriates of IPSCO Inc. will be that specified under The Pension Plan for Executives of IPSCO Inc.  Notwithstanding the foregoing, the Participant may, in the calendar year prior to the calendar year of his retirement date, request payment of his annual retirement benefit in an alternative form of payment, such as a lump sum, that is Actuarially Equivalent in value to the normal form of benefit which the Company, in its sole discretion, may provide.

Section 11.             Currency Conversion

The determination of the amount of any benefit payable under the Plan shall be made in Canadian currency.  For the purposes of converting Earnings from U.S. currency to Canadian currency, conversion shall be based on the most recent CANSIM series B3400, or its successor, rounded to the nearest 0.1 cent.  In respect of the benefit determined under Section 6(b) for U.S. Expatriates, all conversions of the amount of the benefit payable from Canadian currency to U.S. currency shall be based on the most recent CANSIM series B3400, or its successor, rounded to the nearest 0.1 cent with a minimum ratio of conversion being $0.80 U.S. for each $1.00 CDN.

Notwithstanding the foregoing, in the event that a higher benefit payable shall result from using the average conversion rate in the twelve (12) month period preceding the determination date, then such conversion rate yielding such higher benefit payable shall be used.  The conversion at payment shall be based on the most recent CANSIM rate.

Section 12.             Nature of Claim for Payments

The Company shall make benefit payments under the terms of the Plan as they become due and payable, either, at the Company’s discretion, directly to the Participants from Company revenue or through the Trust Fund in accordance with the Trust Agreement.

The Company’s liability to make payments under the terms of the Plan is limited to the provisions of this Section and the Plan does not place the Company under any obligation to make contributions to any specific or external funding vehicle in advance of the benefit payment dates.  The Company’s liability under the Plan is further limited by the Trust Agreement, which limits the Company’s liability for the sufficiency of the assets in a Participant’s account if and when such Participant elects to control the investment of his account.

The obligation of the Company to pay benefits under the Plan shall be binding upon its successors, assigns, whether by merger, consolidation, or acquisition of all or substantially all of its business assets.

Section 13.             No Assignment or Alienation.

The interest hereunder of the Participant or Beneficiary shall not be alienable by the Participant or Beneficiary by assignment or any other method and shall not be subject to, or be taken by, his creditors by any process whatsoever, and any attempt to cause such interest to be so subjected shall not be recognized, except to such extent required by law.

Section 14.             No Contract of Employment.

The Plan shall not be deemed to constitute a contract of employment between the Company and the Participant, or to be consideration for the employment of the Participant.  Neither the action of the Company in establishing the Plan nor any action taken by the Company under the provisions hereof, nor any provision of the Plan, shall be construed as giving to the Participant the right to be retained in its employ or any right to any payment whatsoever except to the extent of the benefits provided for by the Plan.  The Company expressly reserves its right at any time to dismiss the Participant without liability for any claim against the Company for any payment whatsoever, except to the extent provided for in the Plan.

Section 15.             Amendment.

The Plan may be altered, amended, or revoked in writing by the Company at any time, but such action may not reduce the Company’s obligation with respect to the Participant below the amount to which he would be entitled under the Plan as in effect immediately prior to such alteration, amendment, or revocation.

Nothing herein will prevent the Company from amending or terminating the Trust Agreement as provided for therein.

In the event of termination of the Plan, each Participant’s entitlement shall be calculated as if the Participant’s Termination Date occurred on the date of termination of the Plan and the Company shall provide for payment of the value of such entitlements, as determined by the Actuary, in such form as it may, in its sole discretion, stipulate.

Section 16.             Governing Law.

The Plan shall be governed and construed in accordance with the laws of Saskatchewan.

EX-10.9

Exhibit 10.9

IPSCO Inc.

2005 Form 10-K

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT made the 28th day of April 2005.

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company”),

OF THE FIRST PART,

-and-

Burton M. Joyce, of the City of Penhook, in the State of Virginia,

 (hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as a director of the Company, has been designated to receive a grant of Performance Units (as defined herein), subject to and in accordance with the terms of this Agreement and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Pursuant to Section 9 of the Plan, the Company hereby grants and awards to the Participant One Thousand (1,000) performance units (the “Performance Units”).  Each Performance Unit shall be subject to the terms of the Plan and of this Agreement, including the terms relating to the Performance Period and the Performance Objective (as those terms are herein defined).

2.Performance Period/Performance Objective

The performance period applicable to the Performance Units shall be the period beginning on April 28, 2005, (the “Commencement Date”) and ending on April 27, 2008, (the “Performance Period”).  The performance objective applicable to the Performance Units (the “Performance Objective”) shall be the achievement by the Company during the Performance Period of positive cumulative net income of at least USD$250,000,000.00 attributable to the common shares of the Company (the “Common Shares”) as reported in the Company’s financial statements.

3.Vesting of Performance Units

The Performance Units will vest upon the earlier of

(a)the date of a Change of Control, and

(b)April 27, 2008, provided that the Performance Objective is met,

and, provided further that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed since the date hereof.  Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled.

For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

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4.Cessation of Directorship

(a)If the Participant ceases to be a director (and, if the Participant is a director of any Subsidiary, the Participant also ceases to be a director of the Subsidiary) as a result of (i) the death of the Participant or (ii) such other circumstances as may be approved by the Board of Directors, the Participant shall be deemed for the purposes of Section 3 hereof (Vesting of Performance Units), to be a director of the Company or Subsidiary on the last day of the Performance Period (or, if earlier, the date of a Change of Control) and to have been continuously so appointed since the Commencement Date.

(b)If the Participant ceases to be a director of the Company (and, if the Participant is a director of any Subsidiary, the Participant also ceases to be a director of the Subsidiary) in any circumstance other than as described in paragraph (a) of this Section 4 (including, but not limited to, (i) termination of the Participant’s directorship by the Board of Directors, with or without cause, (ii) resignation by the Participant or (iii) failure to be re-elected at an annual general meeting of the shareholders of the Company) then, if the cessation is not due to cause, the Performance Units shall vest at the end of the Performance Period if the Performance Objective are met for such period. Payment in that event will be calculated by a ratio whereby the numerator shall be the number of years of such Performance Period the Director served before the cessation of services and the denominator shall be the number of years of the Performance Period multiplied by the Performance Award.  Notwithstanding the provisions of this paragraph, the Board may determine to fully vest such Participant in the full amount of the Performance Award subject to the attainment of the Performance Objective.  For greater certainty, this Section 4 shall not apply to any director of the Company or the Subsidiary who is an officer or employee after the time such person ceases to be a director of the Company or any Subsidiary.

5.Payment of Performance Units and Dividend Equivalents

Upon vesting of the Performance Units in accordance with Sections 3 and 4 hereof, the Participant shall become entitled to payment in respect of the Performance Units.  Payment shall be made by delivery by the Company to the Participant of one newly issued Common Share for each Performance Unit held by the Participant.  The Participant may, in [his/her] sole discretion, require that payment be made by the Company in a combination of cash (to a maximum cash payment amount of 40% of the vested Performance Units) and Common Shares (to a minimum amount of 60% of the vested Performance Units) in lieu of payment in Common Shares only.  For purposes of calculating the amount of any such cash payment, Common Shares shall be valued on the applicable date of vesting under Section 3 hereof.  Such valuations shall be closing price of the Common Shares of the Company on the Toronto Stock Exchange on the day of vesting.

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Payment shall be made as soon as practicable after the date of vesting.  Where payment is made in whole or in part in Common Shares, the Company shall cause the transfer agent of the Common Shares to promptly deliver to the Participant a share certificate in the name of the Participant representing such Common Shares.

At the time payment is made by the Company to the Participant under this Section 5, the Company shall also pay to the Participant a dividend equivalent in an amount equal to the number of the Participant’s Performance Units multiplied by the total dividends per Common Share declared by the Company between the Commencement Date and the applicable date of vesting.  Such payment shall be made by the Company in cash as soon as practicable after the date of vesting.  For greater certainty, such dividend equivalent cash payment shall not form part of the calculation of, or be subject to, the 40% maximum cash payment in lieu of Common Shares noted above.

Where the Participant has died, all references in this Section 5 to “Participant” shall be deemed to include the Participant’s legal representative.

6.Non-Assignability of Performance Units

The Performance Units granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and during the lifetime of the Participant only the Participant shall be entitled to payment thereunder.

7.Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any Common Shares which are the subject of the Performance Units held by the Participant (including, without limitation, any right to receive dividends or other distributions from the Company, voting rights, warrants or rights under any rights offering) until such time as such shares have been recorded on the Company’s official shareholder records as having been issued to the Participant.

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to any Common Shares which are the subject of the Performance Units or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement, nor shall it confer upon the Participant any right to continue as a director of the Company or of its Subsidiaries.

8.Withholding Taxes

Prior to the payment by the Company in respect of the Performance Units pursuant to Section 5, the Participant shall pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for federal, provincial, state or

4

other taxes with respect to such payment.  Where the Participant is subject to Canadian income tax, the amount shall be paid by the Participant to the Company in cash or by cheque. Where the Participant is not subject to Canadian tax, the amount requested by the Company shall be paid by the Participant to the Company in cash or by cheque, provided that the Participant may pay all or a portion of the amount by (a) the delivery of Common Shares or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon vesting of the Performance Units.  Where the Participant, in [his/her] sole discretion, has required that payment in respect of the Performance Units be made by the Company in cash in lieu of Common Shares or in a combination of cash and Common Shares, the Company shall have the right to deduct from any cash payment any applicable taxes.

9.Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company, the Board of Directors may make such adjustment, if any, of the number of Performance Units, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Performance Units shall be treated including, for example, requiring the acceleration of the time for payment by the Company in respect of the Performance Units and of the time for the fulfilment of the Performance Objectives.  All determinations of the Board of Directors under this Section 9 shall be conclusive and binding.

10.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:  Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Penhook, Virginia

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or such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

11.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.  This Agreement shall also be subject to the applicable requirements of the Toronto Stock Exchange, the Canadian Securities Administrators, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

12.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors and any such determination shall be final, binding and conclusive for all purposes.

13.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

14.Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

15.Governing Law

This Agreement shall be governed by the laws of the State of Illinois.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ Leslie T. Lederer
Per:	/s/ P.J. Kampling
/s/ Burton M. Joyce
BURTON M. JOYCE

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EX-10.9A

Exhibit 10.9a

IPSCO Inc.

2005 Form 10-K

2005 Performance Unit Award Agreements with Directors

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2005 Performance Unit Award Agreements by and between IPSCO Inc. and the following Directors as exhibits to this Form 10-K because they are identical to the form of Performance Unit Agreement filed as Exhibit 10.9 with this Form 10-K.

1. Michael Grandin, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

2. Juanita Hinshaw

3. Jack Michaels

4. Bernard Michel, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

5. Allan Olson, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

6. Arthur Price, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

7. Richard Sim

8. Roger Tetrault

9. Gordon Thiessen, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

10. D. Muarry Wallace, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

11. John B. Zaozirny, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

EX-10.10

Exhibit 10.10

IPSCO Inc.

2005 Form 10-K

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT made the 29th day of April, 2004.

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company”),

OF THE FIRST PART,

-and-

BURTON M. JOYCE, of Penhook, Virginia

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as a director of the Company, has been designated to receive a grant of Performance Units (as defined herein), subject to and in accordance with the terms of this Agreement and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Pursuant to Section 9 of the Plan, the Company hereby grants and awards to the Participant One Thousand (1,000) performance units (the “Performance Units”). 

Each Performance Unit shall be subject to the terms of the Plan and of this Agreement, including the terms relating to the Performance Period and the Performance Objective (as those terms are herein defined).

2.Performance Period/Performance Objective

The performance period applicable to the Performance Units shall be the period beginning on April 29, 2004, (the “Commencement Date”) and ending on April 28, 2007, (the “Performance Period”).  The performance objective applicable to the Performance Units (the “Performance Objective”) shall be the achievement by the Company during the Performance Period of positive cumulative net income (as calculated on a consolidated basis in accordance with Canadian generally accepted accounting principles) attributable to the common shares of the Company (the “Common Shares”).

3.Vesting of Performance Units

The Performance Units will vest upon the earlier of

(a)the date of a Change of Control, and

(b)April 28, 2007, provided that the Performance Objective is met,

and, provided further that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so appointed since the date hereof.  Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled.

For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

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4.Cessation of Directorship

(a)                           If the Participant ceases to be a director (and, if the Participant is a director of any Subsidiary, the Participant also ceases to be a director of the Subsidiary) as a result of (i) the death of the Participant or (ii) such other circumstances as may be approved by the Board of Directors, the Participant shall be deemed for the purposes of Section 3 hereof (Vesting of Performance Units), to be a director of the Company or Subsidiary on the last day of the Performance Period (or, if earlier, the date of a Change of Control) and to have been continuously so appointed since the Commencement Date.

(b)                           If the Participant ceases to be a director of the Company (and, if the Participant is a director of any Subsidiary, the Participant also ceases to be a director of the Subsidiary) in any circumstance other than as described in paragraph (a) of this Section 4 (including, but not limited to, (i) termination of the Participant’s directorship by the Board of Directors, with or without cause, (ii) resignation by the Participant or (iii) failure to be re-elected at an annual general meeting of the shareholders of the Company), all of the Performance Units shall immediately lapse and be terminated and cancelled.  For greater certainty, this Section 4 shall not apply to any director of the Company or the Subsidiary who is an officer or employee after the time such person ceases to be a director of the Company or any Subsidiary.

5.Payment of Performance Units and Dividend Equivalents

Upon vesting of the Performance Units in accordance with Sections 3 and 4 hereof, the Participant shall become entitled to payment in respect of the Performance Units.  Payment shall be made by delivery by the Company to the Participant of one newly issued Common Share for each Performance Unit held by the Participant.  The Participant may, in his sole discretion, require that payment be made by the Company in a combination of cash (to a maximum cash payment amount of 40% of the vested Performance Units) and Common Shares (to a minimum amount of 60% of the vested Performance Units) in lieu of payment in Common Shares only.  For purposes of calculating the amount of any such cash payment, Common Shares shall be valued on the applicable date of vesting under Section 3 hereof.  Such valuations shall be closing price of the Common Shares of the Company on the Toronto Stock Exchange on the day of vesting.

Payment shall be made as soon as practicable after the date of vesting.  Where payment is made in whole or in part in Common Shares, the Company shall cause the transfer agent of the Common Shares to promptly deliver to the Participant a share certificate in the name of the Participant representing such Common Shares.

3

At the time payment is made by the Company to the Participant under this Section 5, the Company shall also pay to the Participant a dividend equivalent in an amount equal to the number of the Participant’s Performance Units multiplied by the total dividends per Common Share declared by the Company between the Commencement Date and the applicable date of vesting.  Such payment shall be made by the Company in cash as soon as practicable after the date of vesting.  For greater certainty, such dividend equivalent cash payment shall not form part of the calculation of, or be subject to, the 40% maximum cash payment in lieu of Common Shares noted above.

Where the Participant has died, all references in this Section 5 to “Participant” shall be deemed to include the Participant’s legal representative.

6.Non-Assignability of Performance Units

The Performance Units granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and during the lifetime of the Participant only the Participant shall be entitled to payment thereunder.

7.Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any Common Shares which are the subject of the Performance Units held by the Participant (including, without limitation, any right to receive dividends or other distributions from the Company, voting rights, warrants or rights under any rights offering) until such time as such shares have been recorded on the Company’s official shareholder records as having been issued to the Participant.

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to any Common Shares which are the subject of the Performance Units or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement, nor shall it confer upon the Participant any right to continue as a director of the Company or of its Subsidiaries.

8.Withholding Taxes

Prior to the payment by the Company in respect of the Performance Units pursuant to Section 5, the Participant shall pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for federal, provincial, state or other taxes with respect to such payment.  Where the Participant is subject to Canadian income tax, the amount shall be paid by the Participant to the Company in cash or by cheque.Where the Participant is not subject to Canadian tax, the amount requested by the Company shall be paid by

4

the Participant to the Company in cash or by cheque, provided that the Participant may pay all or a portion of the amount by (a) the delivery of Common Shares or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon vesting of the Performance Units.  Where the Participant, in his sole discretion, has required that payment in respect of the Performance Units be made by the Company in cash in lieu of Common Shares or in a combination of cash and Common Shares, the Company shall have the right to deduct from any cash payment any applicable taxes.

9.Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company, the Board of Directors may make such adjustment, if any, of the number of Performance Units, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Performance Units shall be treated including, for example, requiring the acceleration of the time for payment by the Company in respect of the Performance Units and of the time for the fulfilment of the Performance Objectives.  All determinations of the Board of Directors under this Section 9 shall be conclusive and binding.

10.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)           to the Company:

IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:  Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Penhook, VA

5

or such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

11.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.  This Agreement shall also be subject to the applicable requirements of the Toronto Stock Exchange, the Canadian Securities Administrators, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

12.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors and any such determination shall be final, binding and conclusive for all purposes.

13.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

14.Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

15.Governing Law

This Agreement shall be governed by the laws of the State of Illinois.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ George H. Valentine
Per:	/s/ R. J. Rarey
/s/ Burton M. Joyce
BURTON M. JOYCE

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EX-10.10A

Exhibit 10.10a

IPSCO Inc.

2005 Form 10-K

2004 Performance Unit Award Agreements with Directors

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2004 Performance Unit Award Agreements by and between IPSCO Inc. and the following Directors as exhibits to this Form 10-K because, they are identical to the form of Performance Unit Agreement filed as Exhibit 10.10 with this Form 10-K.

1. Michael Grandin, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

2. Juanita Hinshaw

3. Jack Michaels

4. Bernard Michel, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

5. Allan Olson, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

6. Arthur Price, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

7. Richard Sim

8. Roger Tetrault

9. Gordon Thiessen, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

10. D. Muarry Wallace, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

11. John B. Zaozirny, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

EX-10.11

Exhibit 10.11

IPSCO Inc.

2005 Form 10-K

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT made the 24^th day of July 2003.

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company”),

OF THE FIRST PART,

-and-

BURTON M. JOYCE, of Penhook, Virginia

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as a director of the Company, has been designated to receive a grant of Performance Units (as defined herein), subject to and in accordance with the terms of this Agreement and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Pursuant to Section 9 of the Plan, the Company hereby grants and awards to the Participant Six Hundred (600) performance units (the “Performance Units”).  Each Performance Unit shall be subject to the terms of the Plan and of this Agreement, including the terms relating to the Performance Period and the Performance Objective (as those terms are herein defined).

2.Performance Period/Performance Objective

The performance period applicable to the Performance Units shall be the period beginning on July 1, 2003 (the “Grant Date”) and ending on June 30, 2006 (the “Performance Period”).  The performance objective applicable to the Performance Units (the “Performance Objective”) shall be the achievement by the Company during the Performance Period of positive cumulative net income (as calculated on a consolidated basis in accordance with Canadian generally accepted accounting principles) attributable to the common shares of the Company (the “Common Shares”).

3.Vesting of Performance Units

The Performance Units will vest upon the earlier of

(a)the date of a Change of Control, and

(b)June 30, 2006, provided that the Performance Objective is met,

and, provided that the Participant remains a director (or is deemed by Section 4 to remain a director) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so employed since the Grant Date.  Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled.

For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

4.Cessation of Directorship

(a)           If the Participant ceases to be a director (and, if the Participant is a director of any Subsidiary, the Participant also ceases to be a director of the Subsidiary) of the Company as a result of (i) the death of the Participant of (ii) such other circumstances as may be approved by the Board of Directors, the Participant shall be deemed for the purposes of Section 3 hereof (Vesting of Performance Units), to be a director of the Company or Subsidiary on the last day of

2

the Performance Period (or, if earlier, the date of a Change of Control) and to have been continuously so appointed since the Commencement Date;

the Participant shall be deemed, for the purposes of Section 3 hereof (Vesting of Performance Units), to be employed by the Company or Subsidiary on the last day of the Performance Period  (or, if earlier, the date of a Change of Control) and to have been continuously so employed since the Grant Date.

(b)           If the Participant ceases to be a director of the Company (and, if the Participant is a director of any Subsidiary, the Participant also ceases to be a director of the Subsidiary) in any circumstance other than as described in paragraph (a) of this Section 4 (including, but not limited to, (i) termination of the Participant’s directorship by the Board of Directors, with or without cause, (ii) resignation by the Participant or (iii) failure to be re-elected at an annual general meeting of shareholders of the Company), all of the Performance Units shall immediately lapse and be terminated and cancelled.  For greater certainty, this Section 4 shall not apply to any director of the Company or the Subsidiary who is an officer or employee after the time such person ceases to be a director of the Company or any subsidiary.

5.Payment of Performance Units and Dividend Equivalents

Upon vesting of the Performance Units in accordance with Sections 3 and 4 hereof, the Participant shall become entitled to payment in respect of the Performance Units.  Payment shall be made by delivery by the Company to the Participant of one newly issued Common Share for each Performance Unit held by the Participant.  The Participant may, in his sole discretion, require that payment be made by the Company in a combination of cash (to a minimum amount of 40% of the vested Performance Units) and Common Shares (to a minimum amount of 60% of the vested Performance Units) in lieu of payment in Common Shares only.  For purposes of calculating the amount of any such cash payment, Common Shares shall be valued on the applicable date of vesting under Section 3 hereof.  Such valuations shall be closing price of the Common Shares of the Company on the Toronto Stock Exchange on the day of vesting.

Payment shall be made as soon as practicable after the date of vesting.  Where payment is made in whole or in part in Common Shares, the Company shall cause the transfer agent of the Common Shares to promptly deliver to the Participant a share certificate in the name of the Participant representing such Common Shares.

At the time payment is made by the Company to the Participant under this Section 5, the Company shall also pay to the Participant a dividend equivalent in an amount equal to the number of the Participant’s Performance Units multiplied by the total dividends per Common Share declared by the Company between the Grant Date and the applicable date of vesting.  Such payment shall be made by the Company in cash as soon as practicable after the date of vesting.  For greater certainty, such dividend equivalent cash payment shall not form part of the calculation of, or be subject to, the 40% maximum cash payment in lieu of Common Shares noted above.

3

For greater certainty, where the Participant has died, all references in this Section 5 to “Participant” shall be deemed to include the Participant’s legal representative.

6.Non-Assignability of Performance Units

The Performance Units granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and during the lifetime of the Participant only the Participant shall be entitled to payment thereunder.

7.Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any Common Shares which are the subject of the Performance Units held by the Participant (including, without limitation, any right to receive dividends or other distributions from the Company, voting rights, warrants or rights under any rights offering) until such time as such shares have been recorded on the Company’s official shareholder records as having been issued to the Participant.

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to any Common Shares which are the subject of the Performance Units or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement, nor shall it confer upon the Participant any right to continue as a director of the Company or of its Subsidiaries.

8.Withholding Taxes

Prior to the payment by the Company in respect of the Performance Units pursuant to Section 5, the Participant shall pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for federal, provincial, state or other taxes with respect to such payment.  Where the Participant is subject to Canadian income tax, such amount shall be paid by the Participant to the Company in cash or by cheque.  Where the Participant is not subject to Canadian tax, the amount requested by the Company shall be paid by the Participant to the Company in cash or by cheque, provided that the Participant may pay all or a portion of the amount by (a) the delivery of Common Shares or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon vesting of the Performance Units.  Where the Participant, in his sole discretion, has required that payment in respect of the Performance Units be made by the Company in cash in lieu of Common Shares or in a combination of cash and Common Shares, the Company shall have the right to deduct from any cash payment any applicable taxes.

9.Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company, the Board of

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Directors may make such adjustment, if any, of the number of Performance Units, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Performance Units shall be treated including, for example, requiring the acceleration of the time for payment by the Company in respect of the Performance Units and of the time for the fulfilment of the Performance Objectives.  All determinations of the Board of Directors under this Section 9 shall be conclusive and binding.

10.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

650 Warrenville Road

Suite 500

Lisle, IL 60532

Attention:  Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Penhook, VA

or such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

11.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.  This Agreement shall also be subject to the applicable requirements of the Toronto Stock Exchange, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

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12.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors and any such determination shall be final, binding and conclusive for all purposes.

13.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

14.Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

15.Governing Law

This Agreement shall be governed by the laws of the State of Illinois.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ Robert Ratliff
Per:	/s/ George Valentine
/s/ Burton M. Joyce
Burton M. Joyce

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EX-10.11A

Exhibit 10.11a

IPSCO Inc.

2005 Form 10-K

2003 Performance Unit Award Agreements with Directors

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2003 Performance Unit Award Agreements by and between IPSCO Inc. and the following Directors as exhibits to this Form 10-K because, they are identical to the form of Performance Unit Agreement filed as Exhibit 10.11 with this Form 10-K.

1. Juanita Hinshaw

2. Jack Michaels

3. Bernard Michel, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

4. Allan Olson, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

5. Arthur Price, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

6. Richard Sim

7. Roger Tetrault

8. Gordon Thiessen, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

9. D. Muarry Wallace, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

10. John B. Zaozirny, Section 15 - Governing Law - provides that the Agreement shall be governed by the laws of the Province of Saskatchewan.

EX-10.12

Exhibit 10.12

IPSCO Inc.

2005 Form 10-K

RESTRICTED SHARE AND
PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT made the 26^th day of August 2005,

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company” or the “Corporation”),

OF THE FIRST PART,

-and-

DAVID SUTHERLAND, of the City of Naperville, in the State of Illinois,

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Plan (which, as amended from time to time by the Board of Directors of the Company and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries may from time to time be granted options, restricted shares and performance units, or any combination of the foregoing;

AND WHEREAS the Participant, as a senior officer of the Company, has been designated to receive a grant of Restricted Shares and Performance Units (as those terms are defined herein), subject to and in accordance with the terms of this Agreement and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Pursuant to Section 8 of the Plan, the Company hereby grants and awards to the Participant Fourteen Thousand (14,000) restricted shares (the “Restricted Shares” and pursuant to Section 9 of the Plan Fourteen Thousand (14,000) performance units (the “Performance Units”). Each Restricted Share and Performance Unit shall be subject to the terms of the Plan and of this Agreement, including the terms relating to the Performance Period and the Restricted Share Objective and the Performance Units Objective (as those terms are herein defined).

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2.Restricted Share Performance Period

The Restricted Share Performance Period shall begin on July 1, 2005 (the “Commencement Date”) and end on June 30, 2008 (the “Performance Period”).

3.Performance Units Objective

The performance period applicable to the Performance Units shall be the period beginning on the Commencement Date and ending on June 30, 2008 the Performance Period. The Performance Objective applicable to the Performance Units (the “Performance Objective”) is as follows:

•Participants are eligible to earn a Performance Unit Payout at the end of the Performance Period based on the 3-year average of IPSCO’s Return on Capital Employed (“ROCE”) relative to 3-year average ROCE for a group of steel industry peers as defined elsewhere in this Agreement.

•The actual number of shares earned at the end of the Performance Period will range from 0% to 200% of the Performance Units granted, depending on actual performance relative to the goals established at the beginning of the Performance Period.

Example: Plan Year 2005

		>75%ile	0	%	100	%	150	%	175	%	200	%
	Performance Relative to Peers  3-YR Average ROCE	62.5%ile	0	%	75	%	125	%	150	%	175	%
Performance X Shares or Units Granted:	(%ile of peers)	Median	0	%	50	%	100	%	125	%	150	%	=	Number of Units Earned	X	Stock Price at End of Period	=	ACTUAL AWARD VALUE
		37.5%ile	0	%	0	%	50	%	75	%	100	%
		<25%ile	0	%	0	%	25	%	38	%	50	%
			<5	%	5	%	8	%	11	%	14	%

Absolute Performance 3-year average ROCE

•Awards will be interpolated for performance falling between discrete points on the matrix. However, below 8% IPSCO ROCE, no awards will be paid for ROCE performance below the median of peers. And below 5% IPSCO ROCE no awards will be paid regardless of performance relative to peers.

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•Return on Capital Employed (“ROCE”), the Absolute and Relative Performance Measure, shall be measured based on the following definition and related adjustments:

		After-tax operating profit + tax-affected Depreciation/Amortization charge
ROCE	=
		Total Net Assets – Non-interest-bearing current Liabilities – Cash and Cash Equivalents + $50m base cash + Accumulated Depreciation and Amortization – Construction in Progress

•Capital Employed (the denominator) shall be averaged for the year;

•The Performance Period shall average ROCE over the three-year period;

•Adjustments will be made to the ROCE measure as follows:

•Construction in progress is excluded from the capital base until investments are operational.

•“Excess” cash is excluded from the capital base — $50 million of cash is required by the Company for ongoing operations; any cash in excess of $50 million will be excluded for the 2005 Plan Year.

•Acquisitions will be excluded from the ROCE calculation until six months after transaction, or until agreed upon with the MRCC.

•Deferred tax liabilities are considered a quasi-equity account and remain in the capital base.

•Peers include:

1.AK Steel

2.Carpenter Technology

3.Commercial Metals

4.Gerdau Ameristeel

5.Lone Star Technologies

6.Maverick Tube

7.Nucor

8.Oregon Steel Mills, Inc.

9.Quanex

10.Reliance Steel and Aluminum

11.Ryerson Tull, Inc.

12.Steel Dynamics

13.Worthington Industries

•If during the Performance Period any of the Peer Companies ceases to trade on a Public Exchange, it will be removed from the Peer Comparison Group for the entire Performance Period.

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4.Restricted Share Performance Objective

The Restricted Shares shall be 100% vested at the end of three years by the achievement of cumulative net income as reported by the Company from July 1, 2006 through June 30, 2008, which shall be the Restricted Share Objective.

5.Vesting of Restricted Shares and Vesting of Performance Units

The Restricted Shares and the Performance Units will vest (the “Vesting Date”) upon the earlier of:

(a)the date of a Change of Control; and

(b)August 5, 2008, provided that the Restricted Shares Objective and the Performance Unit Objective is met;

and, provided further that the Participant is employed (or is deemed by Section 7 to be employed) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 7 to have been employed) employed by the Company or a Subsidiary by the Vesting Date, or has been (or is deemed by Section 8 to have been) continuously so employed since the date hereof. Restricted Shares and Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled.

For the purposes of this Section 5, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act, 1988 (Saskatchewan)), as amended from time to time, of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (a) a complete liquidation or dissolution of the Company or (b) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect. For purposes of clause (iii) above, if an individual or entity owns stock in both companies that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that company prior to the transaction giving rise to the change and not with respect to the ownership interest in the other Company.

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6.Rights of Restricted Shareholder

Except as set forth in this Agreement, upon the issuance of the Restricted Shares a Participant shall have all of the rights of the Shareholder, including the right to vote the Restricted Shares and the right to receive dividends thereon. The Company shall issue the Participant’s Restricted Shares upon execution of this Agreement, the list (or authorization of listing upon official notice of issuance) of the Restricted Shares upon each stock exchange on which the Common Shares are listed and there has been compliance with such laws and regulations, as the Company may deem applicable. The Company agrees to use reasonable commercial efforts to effect such listing and compliance.

7.Termination of Employment

(a)If the Participant ceases to be an employee (and, if the Participant is an employee or officer of any Subsidiary, the Participant also ceases to be an employee or officer of the Subsidiary) as a result of:

(i)disability (as defined in Section 7(j)(i) of the Plan);

(ii)retirement (as defined in Section 7(j)(2) of the Plan;

(iii)termination of employment after either:

a.attaining sixty-five years of age or;

b.attaining sixty-two years of age and completing five years of continuous employment; or

(iv)death of the Participant; or

(v)such other circumstance as may be approved by the Board of Directors;

All Restricted Shares shall vest immediately. The Performance Units will vest as follows: the Participant shall receive a pro-rata portion of the Performance Units awarded on the Commencement Date calculated pursuant to Paragraph 3 of this Agreement, based upon the number of whole months employed prior to the cessation of employment pursuant to this Paragraph 7(a) over the number of months in the Performance Period.

(b)If the Participant ceases to be an employee (and, if the Participant is an officer, the Participant ceases to be an officer) of the Company (and, if the Participant is an employee or officer of any Subsidiary, the Participant also ceases to be an employee or officer of the Subsidiary) in any circumstance other than as described in paragraph (a) of this Section 7 (including termination by the Company with or without cause and termination by the Participant), all of the Restricted Shares and

5

Performance Units shall immediately lapse and be terminated and cancelled. For greater certainty, the Participant’s employment shall not be considered to terminate where there is a transfer of the Participant’s employment without an intervening period from the Company to a Subsidiary or vice versa, or from one Subsidiary to another, or by reason of an approved leave of absence under circumstances set forth in Paragraph 14 herein.

8.Payment of Restricted Shares

Upon vesting of the Restricted Shares in accordance with Section 4 and Section 7 hereof, the Participant shall become entitled to payment in respect of the Restricted Shares. Payment shall be made by the delivery by the Company of one newly issued Common Share for each Restricted Share held by the Participant. Such newly issued Common Share shall be issued without restrictive legend.

9.Payment of Performance Units and Dividend Equivalents

Upon vesting of the Performance Units in accordance with Sections 5 and 7 hereof, the Participant shall become entitled to payment in respect of the Performance Units. Payment shall be made by delivery by the Company to the Participant of one newly issued Common Share for each Performance Unit held by the Participant.

At the time payment is made by the Company to the Participant under this Section 9, the Company shall also pay to the Participant a dividend equivalent in an amount equal to the number of the Participant’s Performance Units multiplied by the total dividends per Common Share declared by the Company between the Commencement Date and the applicable date of vesting. Such payment shall be made by the Company in cash as soon as practicable after the Vesting Date.

Where the Participant has died, all references in this Section 9 to “Participant” shall be deemed to include the Participant’s legal representative.

10.Non-Assignability of Restricted Shares and Performance Units

The Restricted Shares and Performance Units granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and during the lifetime of the Participant only the Participant shall be entitled to payment thereunder. The foregoing provisions of this Paragraph 10 shall not prevent the grant of Restricted Shares or Performance Units from being forfeited pursuant to the terms and conditions of this Agreement and shall not prevent a participant from designating a beneficiary to receive the Restricted Shares or Performance Units in the event of the Participant’s death. Any such beneficiary shall receive these amounts subject to all conditions and restrictions set forth in this Agreement, including but not limited to, the forfeiture provisions set forth herein.

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11.Rights of Participant

The Participant shall have full rights as a shareholder upon the grant of Restricted Shares but shall have no rights whatsoever as a shareholder in respect of any Common Shares which are the subject of the Performance Units held by the Participant (including, without limitation, any right to receive dividends or other distributions from the Company, voting rights, warrants or rights under any rights offering) until such time as such shares have been recorded on the Company’s official shareholder records as having been issued to the Participant.

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to any Common Shares which are the subject of the Performance Units or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement, nor shall it confer upon the Participant any right to continue as an officer of the Company or of its Subsidiaries.

12.Withholding Taxes

Prior to the payment by the Company in respect of the Restricted Shares and Performance Units pursuant to Sections 8 and 9, the Participant shall pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for federal, provincial, state or other taxes with respect to such payment. Where the Participant is subject to income tax, the amount shall be paid by the Participant to the Company in cash or by cheque.

13.Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company, the Board of Directors may make such adjustment, if any, of the number of Performance Units, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Performance Units shall be treated including, for example, requiring the acceleration of the time for payment by the Company in respect of the Performance Units and of the time for the fulfilment of the Performance Objectives. All determinations of the Board of Directors under this Section 13 shall be conclusive and binding.

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14.Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant provided if and so long as:

(a)the Company consents in writing to such leave of absence; and

(b)the Participant thereafter returns to full-time employment with the Company for a period of six months, notwithstanding the possible expiration of the Performance Period.

For greater certainty, the provisions of subsection (b) of this Section 14 shall be subject always to (i) immediate vesting on the occurrence of a Change of Control as described in Section 5 hereof and (ii) the deemed continuous employment provisions of Section 7.

15.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

650 Warrenville Road

Suite 500

Lisle, IL 60532

Attention: Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Naperville, IL

or such other address as either party may give in writing from time to time. Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

16.Plan to Apply

The Award is granted under the Plan and the Award and this Agreement are subject to the terms and conditions of the Plan. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan shall control. Capitalized terms used in this Agreement without definition have the

8

meaning assigned to them in the Plan. References to the sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to any title of any section. This Agreement shall also be subject to the applicable requirements of the Toronto Stock Exchange, the Canadian Securities Administrators, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

17.Compliance With Law

The Company will make reasonable efforts to comply with all applicable federal, state and provincial securities laws. However, the Company will not issue any shares or other securities pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Management Resources and Compensation Committee (the “Committee”) shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Award upon any securities exchange or under any federal, state or provincial law, or the consent or approval of any government or regulatory body is necessary or desirable the condition of, or in connection with, the granting of this Award or the issuance of Common Shares hereunder, no rights may be exercised and the Common Shares may not be delivered pursuant to the Award, in full or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee and any delay caused shall in no way affect the dates of vesting or forfeiture of the Award.

18.No Implied Promises

By accepting the Award and executing this Agreement, the Participant recognizes and agrees that the Company and its Subsidiaries, and each of their officers, directors, agents and employees, including but not limited to the Board of Directors and the Committee, in their oversight or conduct of the business and affairs of the Company and its Subsidiaries may, in good faith, cause the Company and/or a Subsidiary to act or omit to act in a manner that will, directly or indirectly, prevent all or part of the Performance Units from being non-forfeitable. No provision of this Agreement shall be interpreted or construed to impose any liability upon the Company, any Subsidiary, or any officer, director, agent or employee of the Company or Subsidiary, or the Board of Directors or the Committee for any forfeiture of Performance Units that may result, directly or indirectly, from any such action or omission, or shall be interpreted or construed to impose any obligation on the part of any such entity or person to refrain from any such action or omission.

19.Relation to Other Benefits

The benefits received by Participant under this Agreement will not be taken into account in determining any benefits to which the Participant may be entitled under any profit sharing, retirement, life insurance or other benefit or compensation plan maintained by the Company or its Subsidiaries.

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20.Dispute

The Committee shall interpret and construe this Agreement and make all determinations hereunder, and any such interpretation, construction or determination by the Committee shall be binding and conclusive on the Company or a Subsidiary (as the case may be), the Participant and on any person or entity claiming under or through either of them. Without limiting the generality of the foregoing, any determination of whether the Participant’s employment terminates by reason of “Retirement” or for “Disability” within the meaning of Section 7 hereof, shall be made by and in the sole discretion of the Committee, whose decision shall be final and binding on the Company or Subsidiary (as the case may be), the Participant and any person or entity claiming under or through any of them.

21.Miscellaneous

(a)Nothing in this Agreement shall confer upon the Participant any right to continue in the employ or other service of the Company or any Subsidiary, or shall limit in any manner the right of the Company or any Subsidiary to terminate the employment or other service of the Participant or adjust the compensation of the Participant.

(b)The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

(c)This Agreement shall be binding upon the successors, assigns, executors and administrators of the parties hereto and upon any beneficiary of the Participant.

(d)Any waiver by a party of another party’s performance of, or compliance with, a term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent failure by such party to perform or comply.

(e)Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability or the remaining terms and provisions hereof, or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(f)This Agreement shall be governed by the laws of the State of Illinois without regard to conflicts of law principles.

[signature page to follow]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ Leslie T. Lederer
Per:	/s/ Raymond J. Rarey
PARTICIPANT
/s/ David Sutherland
David Sutherland

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EX-10.12A

Exhibit 10.12a

IPSCO Inc.

2005 Form 10-K

2005 Restricted Share and Performance Unit Award Agreements with Executives

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2005 Restricted Share and Performance Unit Award Agreements by and between IPSCO Inc. and the following Executive as exhibits to this Form 10-K because, except as noted, they are identical, to the form of Restricted Share and Performance Unit Agreement filed as Exhibit 10.12 with this Form 10-K.

1.John Tulloch, dated as of September 29, 2005, award of 6,000 restricted shares and 6,000 performance units.

2.Vicki Avril, dated as of August 24, 2005, award of 5,000 restricted shares and 5,000 performance units.

3.Joseph Russo, dated August 26, 2005, award of 3,200 restricted shares and 3,200 performance units.

EX-10.13

Exhibit 10.13

IPSCO Inc.

2005 Form 10-K

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT made the 25^th  day of August 2005,

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Corporation” or the “Company”),

OF THE FIRST PART,

-and-

PETER MACPHAIL, of the City of Regina, in the Province of Saskatchewan,

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Corporation has established an Incentive Share Plan (which, as amended from time to time by the Board of Directors of the Corporation and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Corporation and its subsidiaries may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as an employee of the Corporation, has been designated to receive a grant of Performance Units (as defined herein), subject to and in accordance with the terms of this Agreement and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Pursuant to Section 9 of the Plan, the Corporation hereby grants and awards to the Participant, Six Thousand Four Hundred (6,400) performance units (the “Performance Units”).  Each Performance Unit shall be subject to the terms of the Plan and of this Agreement, including the terms relating to the Performance Period and the Performance Objective (as those terms are herein defined).  One-half of the Performance Units will be subject to the Performance Objective I as defined in Section 3 herein.  The remaining one-half of the Performance Units will be subject to the Performance Objective II as defined in Section 4 herein.

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2.Performance Period

The performance period applicable to the Performance Units shall be the period beginning on July 1, 2005 (the “Commencement Date”) and ending on June 30, 2008 (the “Performance Period”).

3.Performance Objective I

The performance objective (the “Performance Objective I”) applicable to one-half of the Performance Units is as follows:

•Participants are eligible to earn a Performance Unit Payout at the end of the Performance Period based on the 3-year average of IPSCO’s Return on Capital Employed (“ROCE”) relative to 3-year average ROCE for a group of steel industry peers as defined elsewhere in this Agreement.

•The actual number of shares earned at the end of the Performance Period will range from 0% to 200% of the Performance Units granted, depending on actual performance relative to the goals established at the beginning of the Performance Period.  The following Performance Award matrix will determine Awards granted under Performance Objective I at the end of the Performance Period.

Example: Plan Year 2005

Absolute Performance
3-year average ROCE

•Awards will be interpolated for performance falling between discrete points on the matrix.  However, below 8% IPSCO ROCE, no awards will be paid for ROCE performance below the median of peers. Below 5% IPSCO ROCE, no awards will be paid regardless of performance relative to peers.

2

•Return on Capital Employed (“ROCE”), the Absolute and Relative Performance Measure, shall be measured based on the following definition and related adjustments:

ROCE  =	After-tax operating profit + tax-affected Depreciation/Amortization charge
	Total Net Assets – Non-interest-bearing current Liabilities – Cash and Cash Equivalents + $50m base cash + Accumulated Depreciation and Amortization – Construction in Progress

•Capital Employed (the denominator) shall be averaged for the year;

•The Performance Period shall average ROCE over the three-year period;

•Adjustments will be made to the ROCE measure as follows:

•Construction in progress is excluded from the capital base until investments are operational.

•“Excess” cash is excluded from the capital base — $50 million of cash is required by the Company for ongoing operations; any cash in excess of $50 million will be excluded for the 2005 Plan Year.

•Acquisitions will be excluded from the ROCE calculation until six months after transaction, or until agreed upon with the MRCC.

•Deferred tax liabilities are considered a quasi-equity account and remain in the capital base.

•Peers include:

1.             AK Steel

2.             Carpenter Technology

3.             Commercial Metals

4.             Gerdau Ameristeel

5.             Lone Star Technologies

6.             Maverick Tube

7.             Nucor

8.             Oregon Steel Mills, Inc.

9.             Quanex

10.           Reliance Steel and Aluminum

11.           Ryerson Tull, Inc.

12.           Steel Dynamics

13.           Worthington Industries

•If during the Performance Period any of the Peer Companies ceases to trade on a Public Exchange, it will be removed from the Peer Comparison Group for the entire Performance Period.

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4.Performance Objective II

The performance objective (“Performance Objective II”) for the remaining one-half of the Performance Units shall be based upon the achievement of a cumulative net income by the Corporation as reported from July 1, 2006 to June 30, 2008.

5.Vesting of Performance Units

The Performance Units will vest (the “Vesting Date”) upon the earlier of:

(a)the date of a Change of Control;

(b)August 5, 2008, provided that the Performance Objective is met;

and, provided further that the Participant is employed (or is deemed by Section 7 to be employed) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 7 to have been employed) employed by the Company or a Subsidiary by the Vesting  Date, or has been (or is deemed by Section 8 to have been) continuously so employed since the date hereof.  Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled.

For the purposes of this Section 5, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act, 1988 (Saskatchewan)) as amended from time to time, of 20% or more of the outstanding Common Shares of the Corporation, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Corporation’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (a) a complete liquidation or dissolution of the Corporation or (b) a sale or other disposition of all or substantially all of the assets of the Corporation, or a transaction having a similar effect.  For purposes of clause (iii) above, if an individual or entity owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

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6.Termination of Employment

(a)If the Participant ceases to be an employee (and, if the Participant is an employee or officer of any Subsidiary, the Participant also ceases to be an employee or officer of the Subsidiary) as a result of:

(i)disability (as defined in Section 7(j)(i) of the Plan);

(ii)retirement (as defined in Section 7(j)(2) of the Plan);

(iii)termination of employment after either:

(a)attaining sixty-five years of age or;

(b)attaining sixty-two years of age and completing five years of continuous employment; or

(iv)death of the Participant; or

(v)such other circumstance as may be approved by the Board of Directors.

All Performance Units subject to Performance Objective II shall immediately vest.  For Performance Units subject to Performance Objective I, the Participant shall receive a pro-rata portion of the Performance Units awarded at the Commencement Date calculated pursuant to Paragraph 3 hereof, based upon the whole number of months employed prior to the cessation of employment pursuant to this Section 6(a) over the number of months in the Performance Period.

(b)If the Participant ceases to be an employee of the Corporation or a Subsidiary in any circumstance other than as described in Section 6(a) hereof (including termination by the Corporation with or without cause, and termination for any reason by the Participant) all of the Participant’s rights and interest in and to such Performance Units and any dividend equivalents related thereto, shall thereupon terminate without payment of consideration by the Corporation.  For greater certainty, the Participant’s employment shall not be considered to terminate where there is a transfer of the Participant’s employment without an intervening period from the Corporation to a Subsidiary or vice versa, or from one Subsidiary to another, or by reason of an approved leave of absence under the circumstances set forth in Section 12 below.

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7.Payment of Performance Units and Dividend Equivalents

Upon vesting of the Performance Units in accordance with Sections 3,  4 and 6 hereof, the Participant shall become entitled to payment in respect of the Performance Units.  Payment shall be made by delivery by the Corporation to the Participant of one newly issued Common Share for each Performance Unit held by the Participant.  Payment shall be made as soon as practicable after the date of vesting.

At the time payment is made by the Corporation to the Participant under this Section 7, the Corporation shall also pay to the Participant a dividend equivalent in an amount equal to the number of the Participant’s Performance Units multiplied by the total dividends per Common Share declared by the Corporation between the Commencement Date and the applicable date of vesting.  Such payment shall be made by the Corporation in cash as soon as practicable after the Vesting Date.

Where the Participant has died, all references in this Section 7 to “Participant” shall be deemed to include the Participant’s legal representative.

8.Non-Assignability of Performance Units

The Performance Units granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and during the lifetime of the Participant only the Participant shall be entitled to payment hereunder.  The foregoing provisions of this Section 8 shall not prevent any Performance Unit from being forfeited pursuant to the terms and conditions of this Agreement, and shall not prevent the Participant from designating a beneficiary to receive the Performance Units in the event of the Participant’s death.  Any such beneficiary shall receive the Performance Units subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth herein.

9.Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any Common Shares which are the subject of the Performance Units held by the Participant (including, without limitation, any right to receive dividends or other distributions from the Corporation, voting rights, warrants or rights under any rights offering) until such time as such Common Shares have been recorded on the Corporation’s official shareholder records as having been issued to the Participant.

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to any Common Shares which are the subject of the Performance Units or any rights as a shareholder of the Corporation or any

6

other legal or equitable right against the Corporation whatsoever other than as set forth in this Agreement.

10.Withholding Taxes

Prior to the payment by the Corporation in respect of the Performance Units pursuant to Section 7, the Participant shall pay to the Corporation such amount as may be requested by the Corporation for the purpose of satisfying any liability for federal, provincial, state or other taxes with respect to such payment.  Where the Participant is subject to income tax, the amount shall be paid by the Participant to the Corporation in cash or by cheque.

11.Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Corporation, the Board of Directors may make such adjustment, if any, of the number of Performance Units, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Corporation for those in another Corporation is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Performance Units shall be treated including, for example, requiring the acceleration of the time for payment by the Corporation in respect of the Performance Units and of the time of fulfilment of the Performance Objectives.  All determinations of the Board of Directors under this Section 11 shall be conclusive and binding.

12.          Leave of Absence

If the Participant is an employee of the Corporation and is granted a temporary leave of absence by the Corporation, such leave of absence shall be deemed a continuation of the employment of the Participant provided if and so long as:

(a)the Corporation consents in writing to such leave of absence; and

(b)the Participant thereafter returns to full-time employment with the Corporation for a period of six months, notwithstanding the possible expiration of the Performance Period.

For greater certainty, the provisions of Section 12(b) hereof, shall be subject always to (i) immediate vesting on the occurrence of a Change of Control as

7

described in Section 5 hereof, and (ii) the deemed continuous employment provisions of Section 6.

13.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

650 Warrenville Road

Suite 500

Lisle, IL 60532

Attention: Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Regina, SK

or such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein 72 hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

14.Plan to Apply

The Award is granted under the Plan and the Award and this Agreement are subject to the terms and conditions of the Plan.  In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan shall control.  Capitalized terms used in this Agreement without definition have the meaning assigned to them in the Plan.  References to the sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to any title of any section.  This Agreement shall also be subject to the applicable requirements of the Toronto Stock Exchange, the Canadian Securities Administrators, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

15.Compliance With Law

The Corporation will make reasonable efforts to comply with all applicable federal, state and provincial securities laws.  However, the Corporation will not issue any shares or other securities pursuant to this Agreement if their issuance

8

would result in a violation of any such law.  If at any time the Management Resources and Compensation Committee (the “Committee”) shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Award upon any securities exchange or under any federal, state or provincial law, or the consent or approval of any government or regulatory body is necessary or desirable the condition of, or in connection with, the granting of this Award or the issuance of Common Shares hereunder, no rights may be exercised and the Common Shares may not be delivered pursuant to the Award, in full or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee and any delay caused shall in no way affect the dates of vesting or forfeiture of the Award.

16.No Implied Promises

By accepting the Award and executing this Agreement, the Participant recognizes and agrees the Corporation and its Subsidiaries, and each of their officers, directors, agents and employees, including but not limited to the Board of Directors and the Committee in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries may, in good faith, cause the Corporation and/or a Subsidiary to act or omit to act in a manner that will, directly or indirectly, prevent all or part of the Performance Units from being non-forfeitable.  No provision of this Agreement shall be interpreted or construed to impose any liability upon the Corporation, any Subsidiary, or any officer, director, agent or employee of the Corporation or Subsidiary, or the Board of Directors or the Committee for any forfeiture of Performance Units that may result, directly or indirectly, from any such action or omission, or shall be interpreted or construed to impose any obligation on the part of any such entity or person to refrain from any such action or omission.

17.Relation to Other Benefits

The benefits received by Participant under this Agreement will not be taken into account in determining any benefits to which the Participant may be entitled under any profit sharing, retirement, life insurance or other benefit or compensation plan maintained by the Corporation or its Subsidiaries.

18.Dispute

The Committee shall interpret and construe this Agreement and make all determinations hereunder, and any such interpretation, construction or determination by the Committee shall be binding and conclusive on the Corporation or a Subsidiary (as the case may be), the Participant and on any person or entity claiming under or through either of them.  Without limiting the generality of the foregoing, any determination of whether the Participant’s employment terminates by reason of “Retirement” or for “Disability” within the meaning of Section 4 hereof, shall be made by and in the sole discretion of the Committee, whose decision shall

9

be final and binding on the Corporation or Subsidiary (as the case may be), the Participant and any person or entity claiming under or through any of them.

19.Miscellaneous

(a)Nothing in this Agreement shall confer upon the Participant any right to continue in the employ or other service of the Corporation or any Subsidiary, or shall limit in any manner the right of the Corporation or any Subsidiary to terminate the employment or other service of the Participant or adjust the compensation of the Participant.

(b)The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

(c)This Agreement shall be binding upon the successors, assigns, executors and administrators of the parties hereto and upon any beneficiary of the Participant.

(d)Any waiver by a party of another party’s performance of, or compliance with, a term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent failure by such party to perform or comply.

(e)Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability or the remaining terms and provisions hereof, or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(f)This Agreement shall be governed by the laws of the Province of Saskatchewan without regard to conflicts of law principles.

[signature page to follow]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ David S. Sutherland
Per:	/s/ Leslie T. Lederer
PARTICIPANT
/s/ Peter MacPhail
Peter MacPhail

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EX-10.14

Exhibit 10.14

IPSCO Inc.

2005 Form 10-K

RESTRICTED SHARE AWARD AGREEMENT

THIS AGREEMENT made the 1^st day of October, 2004.

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(the “Corporation”),

OF THE FIRST PART,

-and-

DAVID S. SUTHERLAND, of Naperville, Illinois,

(the “Participant”),

OF THE SECOND PART.

WHEREAS the Corporation has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Corporation and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Corporation and its Subsidiaries may from time to time be granted Awards;

AND WHEREAS the Participant, as an officer of the Corporation, has been designated to receive a grant of shares of the Corporation (the “Restricted Shares”), being Common Shares, which are to be issued subject to the restrictions set forth herein and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the Common Shares of the Corporation are listed and of any governmental authority or regulatory body to which the Corporation is subject, the Corporation hereby awards, and issues to and in the name of the Participant an aggregate of 35,000 Restricted Shares of the Corporation on the terms set out in this Agreement.

2.Restriction Period

From the date hereof until the restrictions on the Restricted Shares set forth herein terminate (the “Restriction Period”), the Restricted Shares shall not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of; provided, however, that any of the Restricted Shares may be exchanged for any other Common Shares of the Corporation that are similarly restricted.

The Restriction Period shall terminate with respect to one percent (100%) of the Restricted Shares and upon the earliest to occur of the following events:

(a)the date of a Change of Control;

(b)July 29, 2007, provided that the Performance Objective is met; and

(c)the seventh Anniversary of the Commencement Date (each, a “Vesting Date”);

provided further in each case that the Participant is employed (or is deemed by Section 4 to be employed) by the Corporation or a Subsidiary on the Vesting Date and has been (or is deemed by Section 4 to have been) continuously so employed since the date hereof.

3.Change of Control

For the purposes of this Agreement, the date of a Change of Control means the date on which any one of the following occurs:  (a) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Corporation, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (b) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (c) all or substantially all of the individuals and entities who were the beneficial owners of the Corporation’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (d) shareholder approval of either (i) a complete liquidation or dissolution of the Corporation or (ii) a sale or other disposition of all or substantially all of the assets of the Corporation, or a transaction having a similar effect.  For purposes of clause (c) above, if an individual or entity owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be

2

acting as a group with other shareholders only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

4.Performance Period/Performance Objective

The performance period applicable to the Restricted Shares (the “Performance Period”) shall be the period beginning on July 29, 2004, (the “Commencement Date”) and ending on July 29, 2007.  The performance objective applicable to the Restricted Shares (the “Performance Objective”) shall be achieved if the average of the Fair Market Value of the Common Shares equals or exceeds Cdn$35 per share over a Target Trading Period (as defined below) that ends prior to expiration of the Performance Period.  For purposes of this Agreement, the “Target Trading Period” shall be any period of 10 consecutive days (each, a “Trading Day”) on which the Common Shares are traded on the primary securities exchange on which the Common Shares are traded.  The Trading Day on which the Fair Market Value of the Common Shares is highest and the Trading Day on which the Fair Market Value of the Common Shares is lowest shall be disregarded when calculating the average Fair Market Value of the Common Shares in respect to a Target Trading Period.

5.Termination of Employment

(a)           If the Participant ceases to be an employee of the Corporation (and if the Participant is an employee or officer of any Subsidiary, the Participant also ceases to be an employee or officer of the Subsidiary) as a result of:

(i)disability (as defined in Section 7(j)(i) of the Plan);

(ii)retirement (as defined in Section 7(j)(2) of the Plan);

(iii)termination of employment after either:

(A)attaining sixty-five years of age or;

(B)attaining sixty-two years of age and completing five years of continuous employment; or

(iv)death of the Participant; or

(v)such other circumstance as may be approved by the Board of Directors;

3

the Participant shall be deemed, for the purposes of Section 2 hereof (Restriction Period), to be employed by the Corporation or Subsidiary on the Vesting Date and to have been continuously employed since the Vesting Commencement Date.

(b)           If the Participant ceases to be an employee of the Corporation or a Subsidiary in any circumstance other than as described in Section 5(a) hereof (including termination by the Corporation with or without cause, and termination for any reason by the Participant) all of the Participant’s rights and interest in and to such Restricted Shares, shall thereupon terminate without payment of consideration by the Corporation.  For greater certainty, the Participant’s employment shall not be considered to terminate where there is a transfer of the Participant’s employment without an intervening period from the Corporation to a Subsidiary or vice versa, or from one Subsidiary to another, or by reason of an approved leave of absence under the circumstances set forth in Section 10 below.

6.Restricted Share Certificates

The Participant agrees that at any time prior to the termination of the Restricted Period, the Corporation may request that a certificate representing the Restricted Shares be issued with such legend thereon as the Corporation may require.  Any such certificate shall be issued at the cost of the Corporation.  The Corporation shall retain possession of any certificates issued representing the Restricted Shares until the later to occur of the termination of the Restricted Period and the termination of the security interest described in Section 8.

7.Rights of Restricted Shareholder

Except as set forth in this Agreement, upon the issuance of the Restricted Shares a Participant shall have all of the rights of the Shareholder, including the right to vote the Restricted Shares and the right to receive dividends thereon.  The Corporation shall issue the Participant’s Restricted Shares upon execution of this Agreement, the listing (or authorization of listing upon official notice of issuance) of the Restricted Shares upon each stock exchange on which the Common Shares are listed and there have been compliance with such laws and regulations, as the Corporation may deem applicable.  The Corporation agrees to use reasonable commercial efforts to effect such listing and compliance.

8.Withholding Taxes

The Participant agrees to pay the Corporation, or otherwise make arrangements satisfactory to the Corporation regarding the payment of any federal, state, or local taxes required or authorized by law to be held with respect to the award of Restricted

4

Shares or the termination of the Restriction Period (the “Withholding Taxes”).  The Corporation shall have, to the extent permitted by law, the right to deduct from any payment of any kind otherwise due the Participant, any Withholding Taxes and to condition the delivery of the Common Shares after the termination of the Restriction Period on the payment to the Corporation of the Withholding Taxes.  The Participant hereby grants to the Corporation a security interest in the Restricted Shares to secure reconveyance of the Restricted Shares to the Corporation upon any deemed donation to the Corporation and to ensure adequate provision for the Withholding Taxes.  The Corporation shall release its security interest in respect of any Restricted Shares as to which (a) the Restriction Period has terminated and (b) all Withholding Taxes have been paid.  In lieu of payment of such amount in cash, the Participant may pay all or a portion of the Withholding Taxes by (i) delivery of Common Shares not subject to any Restriction Period, or (ii) having the Corporation withhold a portion of the Common Shares otherwise to be delivered upon expiration of the Restriction Period.

9.Other Distributions

If any distribution is made to the holders of Common Shares other than a cash dividend, or if new, different, or additional shares or other securities of the Corporation or of another corporation are received by holders of Common Shares, or if any recapitalization or reclassification, split-up or consolidation of the Common Shares shall be effected, or, if in connection with a merger or consolidation of the Corporation or a sale by the Corporation of all or a part of its assets, the Common Shares are exchanged for a different number or class of shares of stock or other securities of the Corporation or for shares of stock or securities of any other corporation, then any such other security shall be subject to similar restrictions as the Restricted Shares, shall be subject to the security interest provided for in Section 8 and the number and class of Restricted Shares, and restrictions, terms, and other conditions applicable to any other securities shall be equally determined by the Committee.

10.Leave of Absence

If the Participant is an employee of the Corporation and is granted a temporary leave of absence by the Corporation, such leave of absence shall be deemed a continuation of employment of the Participant provided if and so long as:

(a)the Corporation consents in writing to such leave of absence; and

5

(b)the Participant thereafter returns to full time employment with the Corporation for a period of six months, notwithstanding the possible expiration of the Performance Period.

For greater certainty, the provisions of Section 10(b) hereof, shall be subject always to (i) immediate vesting on the occurrence of a Change of Control as described in Section 3 hereof, and (ii) the deemed continuous employment provisions of Section 4.

11.Notice

All notices, demands, payments or other communications which may be or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Corporation or a Subsidiary:

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:  Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Naperville, IL

or such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein 72 hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

12.Plan to Apply

The Award is granted under the Plan and the Award and this Agreement are subject to the terms and conditions of the Plan.  In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan shall control.  Capitalized terms used in this Agreement without definition have the meaning assigned to them in the Plan.  References to sections are to sections of this Agreement unless otherwise noted.  The titles to sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to any title of any section.  This Agreement shall also be

6

subject to the applicable requirements of the Toronto Stock Exchange, the Canadian Securities Administrators, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

13.Compliance with the Law

The Corporation shall make reasonable efforts to comply with all applicable federal, state and provincial securities laws.  However, the Corporation shall not issue any shares or other securities pursuant to this Agreement if their issuance would result in a violation of any such law.  If at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of any shares subject to this Award upon any securities exchange or under any federal, state or provincial law, or the consent or approval of any government or regulatory body is necessary or desirable the condition of, or in connection with, the granting of this Award or the issue of Common Shares hereunder, no rights may be exercised and the Common Shares may not be delivered pursuant to the Award, in full or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee and any delay caused shall in no way affect the dates of vesting or forfeiture of the Award.

14.No Implied Promises

By accepting the Award and executing this Agreement, the Participant recognizes and agrees that the Corporation and its Subsidiaries, and each of their officers, directors, agents and employees, including but not limited to the Board of Directors and the Committee in their oversight or conduct of the business and affairs of the Corporation and its Subsidiaries may, in good faith, cause the Corporation and/or a Subsidiary to act or omit to act in a manner that will, directly or indirectly, prevent all or part of the Performance Units from being non-forfeitable.  No provision of this Agreement shall be interpreted or construed to impose any liability upon the Corporation, any Subsidiary, or any officer, director, agent or employee of the Corporation or Subsidiary, or the Board of Directors or the Committee for any forfeiture of Performance Units that may result, directly or indirectly, from any such action or omission, or shall be interpreted or construed to impose any obligation on the part of any such entity or person to refrain from any such action or omission.

15.Relation to Other Benefits

The benefits received by Participant under this Agreement will not be taken into account in determining any benefits to which the Participant may be entitled under any profit sharing, retirement, life insurance or other benefit or compensation plan maintained by the Corporation or its Subsidiaries.

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16.Dispute

The Committee shall interpret and construe this Agreement and make all determinations hereunder, and any such interpretation, construction or determination by the Committee shall be binding and conclusive on the Corporation or a Subsidiary (as the case may be), the Participant and on any person or entity claiming under or through either of them.  Without limiting the generality of the foregoing, any determination of whether the Participant’s employment terminates by reason of “Retirement” or for “Disability” within the meaning of Section 4 hereof, shall be made by and in the sole discretion of the Committee, whose decision shall be final and binding on the Corporation or Subsidiary (as the case may be), the Participant and any person or entity claiming under or through any of them.

17.Miscellaneous

(a)Nothing in this Agreement shall confer upon the Participant any right to continue in the employ or other service of the Corporation or any Subsidiary, or shall limit in any manner the right of the Corporation or any Subsidiary to terminate the employment or other service of the Participant or adjust the compensation of the Participant.

(b)The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

(c)This Agreement shall be binding upon the successors, assigns, executors and administrators of the parties hereto and upon any beneficiary of the Participant.

(d)Any waiver by a party of another party’s performance of, or compliance with, a term or condition of this Agreement shall not operate or be construed as a waiver of any subsequent failure by such party to perform or comply.

(e)Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof, or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

8

(f)This Agreement shall be governed by the laws of the State of Illinois without regard to conflicts of law principles.

[signature page to follow]

9

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ George H. Valentine
Per:	/s/ Raymond J. Rarey
PARTICIPANT
/s/ David S. Sutherland
David S. Sutherland

10

EX-10.14A

Exhibit 10.14a

IPSCO Inc.
2005 Form 10-K

2004 Restricted Share Award Agreements with Executives

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2004 Restricted Share and Performance Unit Award Agreements by and between IPSCO Inc. and the following Executive as exhibits to this Form 10-K because, except as noted, they are identical, to the form of Restricted Share and Performance Unit Agreement filed as Exhibit 10.14 with this Form 10-K.

1.John Tulloch, dated as of October 8, 2004, award of 10,800 restricted shares.

2.Vicki Avril, two agreements, each dated as of May 12, 2004, awards of 10,000 restricted shares and 5,740 restricted shares.

3.Joseph Russo, dated October 4, 2006, award of 8,000 restricted shares.

EX-10.15

Exhibit 10.15

IPSCO Inc.

2005 Form 10-K

RESTRICTED SHARE AWARD AGREEMENT

THIS AGREEMENT made the 1^st day of October, 2004

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company”)

OF THE FIRST PART

- and -

DAVID S. SUTHERLAND, of Naperville, Illinois

(hereinafter called the “Participant”)

OF THE SECOND PART

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries, may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as the President and Chief Executive Officer of the Company, has been so designated to receive a grant of restricted shares of the Company, being common shares (the “Common Shares”), which are to be issued subject to the restrictions set forth herein (the “Restricted Shares) and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the Common Shares of the Company are

listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby awards, and issues to and in the name of the Participant an aggregate of Four Thousand Three Hundred Forty-Seven  (4,347) Restricted Shares of the Company on the terms set out in this Agreement.

2.Restriction Period

From the date hereof until the restrictions on the Restricted Shares set forth herein terminate (the “Restriction Period”), the Restricted Shares shall not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of; provided, however, that any of the Restricted Shares may be exchanged for any other Common Shares of the Company that are similarly restricted.

Subject to any earlier termination of the Restriction Period as provided in this Agreement, the Restriction Period shall terminate with respect to one hundred per cent (100%) of the Restricted Shares on the business day following the third (3^rd) anniversary of the date hereof and thereupon the Restricted Shares shall be free of the restrictions contained in this Agreement (and thereafter shall be referred to as the “Shares”).

3.Restricted Share Certificates

The Participant agrees that at any time prior to the termination of the Restricted Period, the Company may request that a certificate representing the Restricted Shares be issued with such legend thereon as the Company may require.  Any such certificate shall be issued at the cost of the Company.  The Company shall retain possession of any certificates issued representing the Restricted Shares until the later to occur of the termination of the Restricted Period and the termination of the security interest described in Section 6.

4.Termination of Employment

If the employment of the Participant with the Company terminates during the term of this Agreement by the Participant voluntarily or by the Company for good cause shown, the Participant shall forfeit to the Company all rights in and to all Restricted Shares subject to the Restriction Period and all such Restricted Shares shall automatically be deemed to be donated to the Company.  If the employment of the Participant with the Company terminates for any other reason, the Restriction Period shall terminate as follows:

(a)If the Participant’s employment is terminated by reason of death, the Restriction Period shall terminate immediately upon death and the legal representative of the Participant shall be entitled to receive the Shares;

(b)if the Participant’s employment ceases due to disability or illness preventing the Participant from performing the duties routinely performed by such Participant, the Restriction Period shall terminate immediately and the Participant shall be entitled to receive the Shares;

(c)if the Company terminates Participant’s employment with the Company for any reason other than for good cause shown, the Restriction Period shall terminate immediately upon the last day of active employment of the Participant with the Company.

Except as set forth in this Agreement, upon the issuance of the Restricted Shares a Participant shall have all of the rights of a shareholder, including the right to vote the Restricted Shares and the right to receive dividends thereon.  The Company shall issue the Participant’s Restricted Shares upon execution of this Agreement, the listing (or authorization of listing upon official notice of issuance) of the Restricted Shares upon each stock exchange upon which the Common Shares are listed and there has been compliance with such laws and regulations, as the Company may deem applicable.  The Company agrees to use reasonable commercial efforts to effect such listing and compliance.

5.Withholding Taxes

The Participant agrees to pay the Company, or otherwise make arrangements satisfactory to the Company regarding the payment of, any federal, provincial, state or local taxes required or authorized by law to be withheld with respect to the award of Restricted Shares or the termination of the Restriction Period (the “Withholding Taxes”).  The Company shall have, to the extent permitted by law, the right to deduct from any payment of any kind otherwise due the Participant, any Withholding Taxes and to condition the delivery of the Common Shares after the termination of the Restriction Period on the payment to the Company of the Withholding Taxes.  The Participant hereby grants to the Company a security interest in the Restricted Shares to secure reconveyance of the Restricted Shares to the Company upon any deemed donation to the Company and to ensure adequate provision for the Withholding Taxes.  The Company shall release its security interest in respect of any Restricted Shares on which (i) the Restriction

Period has terminated and (ii) all Withholding Taxes have been paid.  In lieu of payment of such amounts in cash, the Participant may pay all or a portion of the Withholding Taxes by (a) delivery of Common Shares not subject to any Restriction Period or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon expiration of the Restriction Period.

6.Other Distributions

If any distribution is made to the holders of Common Shares other than a cash dividend, or if new, different or additional shares or other securities of the Company or of another company are received by holders of Common Shares, or if any recapitalization or reclassification, split-up or consolidation of the Common Shares shall be effected, or, if in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, the Common Shares are exchanged for a different number or class of shares of stock or other securities of the Company or for shares of stock or securities of any other company, then any such other securities shall be subject to similar restrictions as the Restricted Shares, shall be subject to the security interest provided for in Section 6 and the number and class of Restricted Shares, and the restrictions, terms and other conditions applicable to any such other securities shall be equitably determined by the Management Resources and Compensation Committee.

7.No Further Rights

Nothing contained in this Agreement shall confer upon the Participant any right to continued employment with the Company, or affect the right of the Company to terminate the employment of the Participant, with or without cause.

8.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

650 Warrenville Road

Suite 500

Lisle, IL   60532

Attention:  Vice President and General Counsel

and Corporate Secretary

(b)to the Participant:

David Sutherland

Naperville, IL

or such other address as any party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have given and received on the date of actual receipt by the addressee.

9.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

10.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

11.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

12.Enurement

This Agreement shall be binding and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

13.Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

[signature page to follow]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ George H. Valentine
Per:	/s/ Raymond J. Rarey
PARTICIPANT
/s/ David S. Sutherland
DAVID SUTHERLAND

EX-10.16

Exhibit 10.16

IPSCO Inc.

2005 Form 10-K

RESTRICTED SHARE AWARD AGREEMENT

THIS AGREEMENT made as of the 24th day of July, 2003

B E T W E E N:

IPSCO INC., a corporation incorporated under the laws of Canada,
(hereinafter called the “Company”)
	OF THE FIRST PART

- and -

DAVID S. SUTHERLAND, of the City of Naperville, in the State of Illinois,
(hereinafter called the “Participant”)
	OF THE SECOND PART

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries, may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as an officer of the Company, has been so designated to receive a grant of restricted shares of the Company, being common shares (the “Common Shares”), which are to be issued subject to the restrictions set forth herein (the “Restricted Shares) and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the Common Shares of the Company are listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby awards, and issues to and in the name of the Participant an

aggregate of Thirty-Five Thousand (35,000) Restricted Shares of the Company on the terms set out in this Agreement.

2.Restriction Period

From the date hereof until the restrictions on the Restricted Shares set forth herein terminate (the “Restriction Period”), the Restricted Shares shall not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of; provided, however, that any of the Restricted Shares may be exchanged for any other Common Shares of the Company that are similarly restricted.

Subject to any earlier termination of the Restriction Period as provided in this Agreement and the provisions of Section 4 hereof, the Restriction Period shall terminate with respect to one hundred per cent (100%) of the Restricted Shares upon the earlier of

(a)the date of a Change of Control, and

(b)July 23, 2006, provided that the Company has, for the period beginning July 1, 2003 and ending on June 30, 2006, achieved positive cumulative net income (as calculated on a consolidated basis in accordance with Canadian generally accepted accounting principles) attributable to the Common Shares,

and thereupon the Restricted Shares shall be free of the restrictions contained in this Agreement (and thereafter shall be referred to as the “Shares”).

For the purposes of this Section 2, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

3.Restricted Share Certificates

The Participant agrees that at any time prior to the termination of the Restricted Period, the Company may request that a certificate representing the Restricted Shares be issued with such legend thereon as the Company may require. Any such certificate shall be issued at the cost of the Company. The Company shall retain possession of any certificates issued representing the Restricted Shares until the later to

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occur of the termination of the Restricted Period and the termination of the security interest described in Section 6.

4.Termination of Employment

(a)           If the Participant ceases to be an employee of the Corporation and all Subsidiaries before the expiration of the Restriction Period as a result of:

(i)disability or illness preventing the Participant from performing the duties routinely performed by the Participant;

(ii)retirement at the normal retirement age prescribed by the Company retirement benefit or pension plan of which the Participant is a member;

(iii)death of the Participant; or

(iv)such other circumstances as may be approved by the Board of Directors;

the Participant shall be deemed, for the purposes of this Agreement, to be employed by the Company or Subsidiary, on the last day of the Restriction Period (or, if earlier, the date of a Change of Control).

(b)           If the Participant ceases to be an employee of the Corporation and all Subsidiaries in any circumstances other than as described in paragraph (a) of this Section 4 and Section 9 hereof (including termination by the Company with or without cause and termination by the Participant), all Restricted Shares still subject to restriction shall be forfeited by the Participant and shall be reacquired by the Corporation.

5.Rights of Restricted Shareholder

Except as set forth in this Agreement, upon the issuance of the Restricted Shares a Participant shall have all of the rights of a shareholder, including the right to vote the Restricted Shares and the right to receive dividends thereon. The Company shall issue the Participant’s Restricted Shares upon execution of this Agreement, the listing (or authorization of listing upon official notice of issuance) of the Restricted Shares upon each stock exchange upon which the Common Shares are listed and there has been compliance with such laws and regulations as the Company may deem applicable. The Company agrees to use reasonable commercial efforts to effect such listing and compliance.

6.Withholding Taxes

The Participant agrees to pay the Company, or otherwise make arrangements satisfactory to the Company regarding the payment of any federal, state or local taxes required or authorized by law to be withheld with respect to the award of Restricted Shares or the termination of the Restriction Period (the “Withholding Taxes”). The Company shall have, to the extent permitted by law, the right to deduct from any

3

payment of any kind otherwise due the Participant, any Withholding Taxes and to condition the delivery of the Common Shares after the termination of the Restriction Period on the payment to the Company of the Withholding Taxes. The Participant hereby grants to the Company a security interest in the Restricted Shares to secure reconveyance of the Restricted Shares to the Company upon any deemed donation to the Company and to ensure adequate provision for the Withholding Taxes. The Company shall release its security interest in respect of any Restricted Shares as to which (i) the Restriction Period has terminated and (ii) all Withholding Taxes have been paid. In lieu of payment of such amounts in cash, the Participant may pay all or a portion of the Withholding Taxes by (a) delivery of Common Shares not subject to any Restriction Period or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon expiration of the Restriction Period.

7.Other Distributions

If any distribution is made to the holders of Common Shares other than a cash dividend, or if new, different or additional shares or other securities of the Company or of another company are received by holders of Common Shares, or if any recapitalization or reclassification, split-up or consolidation of the Common Shares shall be effected, or, if in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, the Common Shares are exchanged for a different number or class of shares of stock or other securities of the Company or for shares of stock or securities of any other company, then any such other securities shall be subject to similar restrictions as the Restricted Shares, shall be subject to the security interest provided for in Section 6 and the number and class of Restricted Shares, and the restrictions, terms and other conditions applicable to any such other securities shall be equitably determined by the Management Resources and Compensation Committee.

8.No Further Rights

Nothing contained in this Agreement shall confer upon the Participant any right to continued employment with the Company, or affect the right of the Company to terminate the employment of the Participant, with or without cause.

9.Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence from the Company, such leave of absence shall be deemed a continuation of the employment of the Participant provided if and so long as:

(a)the Company consents in writing to such leave of absence, and

(b)the Participant thereafter returns to full-time employment with the Company for a period of six months, notwithstanding the possible expiration of the Restriction Period.

For greater certainty, the provisions of subsection (b) of Section 9 shall be subject to (i) immediate vesting on the occurrence of a Change of Control as described in Section 2 and (ii) the deemed continuous employment provisions of Section 4.

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10.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)	to the Company:
	IPSCO Inc.
	650 Warrenville Road
	Suite 500
	Lisle, IL  60532
	Attention:	Vice President, General Counsel and Corporate Secretary
(b)	to the Participant:
	David Sutherland
	Naperville, IL

or such other address as any party may give in writing from time to time. Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have given and received on the date of actual receipt by the addressee.

11.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

12.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

13.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

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14.Enurement

This Agreement shall be binding and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

15.Governing Law

This Agreement shall be governed by the laws of the State of Illinois.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:		/s/ Robert Ratliff
Per:		/s/ George H. Valentine
	/s/ David S. Sutherland
	David S. Sutherland

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EX-10.16A

Exhibit 10.16a

IPSCO Inc.
2005 Form 10-K

2003 Restricted Share Award Agreements with Executives

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2003 Restricted Share and Performance Unit Award Agreements by and between IPSCO Inc. and the following Executive as exhibits to this Form 10-K because, except as noted, they are identical, to the form of Restricted Share and Performance Unit Agreement filed as Exhibit 10.16 with this Form 10-K.

1.John Tulloch, dated as of July 24, 2003, award of 8,800 restricted shares.

2.Joseph Russo, dated as of July 24, 2003, award of 6,000 restricted shares.

EX-10.17

Exhibit 10.17

IPSCO Inc.

2005 Form 10-K

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT made the 24th day of  July, 2003.

BETWEEN:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company”),

OF THE FIRST PART,

-and-

PETER MACPHAIL, of Regina, Saskatchewan

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company and approved by Shareholders, is hereinafter referred to as the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as an officer of the Company, has been designated to receive a grant of Performance Units (as defined herein), subject to and in accordance with the terms of this Agreement and of the Plan;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Pursuant to Section 9 of the Plan, the Company hereby grants and awards to the Participant Six Thousand (6,000) performance units (the “Performance Units”).  Each Performance Unit shall be subject to the terms of the Plan and of this Agreement, including the terms relating to the Performance Period and the Performance Objective (as those terms are herein defined).

2.Performance Period/Performance Objective

The performance period applicable to the Performance Units shall be the period beginning on July 1, 2003 (the “Commencement Date”) and ending on June 30, 2006 (the “Performance Period”).  The performance objective applicable to the Performance Units (the “Performance Objective”) shall be the achievement by the Company during the Performance Period of positive cumulative net income (as calculated on a consolidated basis in accordance with Canadian generally accepted accounting principles) attributable to the common shares of the Company (the “Common Shares”).

3.Vesting of Performance Units

The Performance Units will vest upon the earlier of

(a)the date of a Change of Control, and

(b)June 30, 2006, provided that the Performance Objective is met,

and, provided further that the Participant is employed (or is deemed by Section 4 to be employed) by the Company or a Subsidiary (as defined in the Plan) on that date and has been (or is deemed by Section 4 to have been) continuously so employed since the Commencement Date.  Performance Units not vested on or before the last day of the Performance Period pursuant to the preceding sentence shall lapse and be terminated and cancelled.

For the purposes of this Section 3, the date of a Change of Control means the date on which any one of the following occurs:  (i) any person or group of persons acting in concert acquires beneficial ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or more of the outstanding Common Shares of the Company, or securities convertible into 20% or more of the outstanding Common Shares on a post-conversion basis; (ii) during a period of not more than 24 months, a majority of the Board of Directors ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (iii) all or substantially all of the individuals and entities who were the beneficial owners of the Company’s outstanding securities entitled to vote do not own more than 50% of such securities in substantially the same proportions following a shareholder approved reorganization, merger, or consolidation; or (iv) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect.

4.Termination of Employment

(a)           If the Participant ceases to be an employee (and, if the Participant is an officer, the Participant ceases to be an officer) of the Company (and, if the Participant is an employee or

2

officer of any Subsidiary, the Participant also ceases to be an employee or officer of the Subsidiary) as a result of:

(i)disability or illness preventing the Participant from performing the duties routinely performed by the Participant;

(ii)retirement at the normal retirement age prescribed by the Company retirement benefit or pension plan of which the Participant is a member;

(iii)          death of the Participant; or

(iv)such other circumstance as may be approved by the Board of Directors;

the Participant shall be deemed, for the purposes of Section 3 hereof (Vesting of Performance Units), to be employed by the Company or Subsidiary on the last day of the Performance Period  (or, if earlier, the date of a Change of Control) and to have been continuously so employed since the Commencement Date.

(b)If the Participant ceases to be an employee (and, if the Participant is an officer, the Participant ceases to be an officer) of the Company (and, if the Participant is an employee or officer of any Subsidiary, the Participant also ceases to be an employee or officer of the Subsidiary) in any circumstance other than as described in paragraph (a) of this Section 4 (including termination by the Company with or without cause and termination by the Participant), all of the Performance Units shall immediately lapse and be terminated and cancelled.  For greater certainty, the Participant’s employment shall not be considered to terminate where there is a transfer of the Participant’s employment without an intervening period from the Company to a Subsidiary or vice versa, or from one Subsidiary to another.

5.Payment of Performance Units and Dividend Equivalents

Upon vesting of the Performance Units in accordance with Sections 3 and 4 hereof, the Participant shall become entitled to payment in respect of the Performance Units.  Payment shall be made by delivery by the Company to the Participant of one newly issued Common Share for each Performance Unit held by the Participant.  The Participant may, in his sole discretion, require that payment be made by the Company in a combination of cash (to a maximum cash payment amount of 40% of the vested Performance Units) and Common Shares (to a minimum amount of 60% of the vested Performance Units) in lieu of payment in Common Shares only.  For purposes of calculating the amount of any such cash payment, Common Shares shall be valued on the applicable date of vesting under Section 3 hereof.  Such valuations shall be closing price of the Common Shares of the Company on the Toronto Stock Exchange on the day of vesting.

Payment shall be made as soon as practicable after the date of vesting.  Where payment is made in whole or in part in Common Shares, the Company shall cause the transfer agent of the

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Common Shares to promptly deliver to the Participant a share certificate in the name of the Participant representing such Common Shares.

At the time payment is made by the Company to the Participant under this Section 5, the Company shall also pay to the Participant a dividend equivalent in an amount equal to the number of the Participant’s Performance Units multiplied by the total dividends per Common Share declared by the Company between the Commencement Date and the applicable date of vesting.  Such payment shall be made by the Company in cash as soon as practicable after the date of vesting. For greater certainty, such dividend equivalent cash payment shall not form part of the calculation of, or be subject to, the 40% maximum cash payment in lieu of Common Shares noted above.

Where the Participant has died, all references in this Section 5 to “Participant” shall be deemed to include the Participant’s legal representative.

6.Non-Assignability of Performance Units

The Performance Units granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and during the lifetime of the Participant only the Participant shall be entitled to payment thereunder.

7.Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any Common Shares which are the subject of the Performance Units held by the Participant (including, without limitation, any right to receive dividends or other distributions from the Company, voting rights, warrants or rights under any rights offering) until such time as such shares have been recorded on the Company’s official shareholder records as having been issued to the Participant.

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to any Common Shares which are the subject of the Performance Units or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement, nor shall it confer upon the Participant any right to continue as an officer of the Company or of its Subsidiaries.

8.Withholding Taxes

Prior to the payment by the Company in respect of the Performance Units pursuant to Section 5, the Participant shall pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for federal, provincial, state or other taxes with respect to such payment.  Where the Participant is subject to Canadian income tax, the

4

amount shall be paid by the Participant to the Company in cash or by cheque.  Where the Participant is not subject to Canadian tax, the amount requested by the Company shall be paid by the Participant to the Company in cash or by cheque, provided that the Participant may pay all or a portion of the amount by (a) the delivery of Common Shares or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon vesting of the Performance Units.  Where the Participant, in his sole discretion, has required that payment in respect of the Performance Units be made by the Company in cash in lieu of Common Shares or in a combination of cash and Common Shares, the Company shall have the right to deduct from any cash payment any applicable taxes.

9.Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company, the Board of Directors may make such adjustment, if any, of the number of Performance Units, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Performance Units shall be treated including, for example, requiring the acceleration of the time for payment by the Company in respect of the Performance Units and of the time for the fulfilment of the Performance Objectives.  All determinations of the Board of Directors under this Section 9 shall be conclusive and binding.

10.Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant provided if and so long as:

(a)the Company consents in writing to such leave of absence, and

(b)the Participant thereafter returns to full-time employment with the Company for a period of six months, notwithstanding the possible expiration of the Performance Period.

For greater certainty, the provisions of subsection (b) of this Section 10 shall be subject always to (i) immediate vesting on the occurrence of a Change of Control as described in Section 3 hereof and (ii) the deemed continuous employment provisions of Section 4.

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11.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(c)to the Company:

IPSCO Inc.

650 Warrenville Road

Suite 500

Lisle, IL 60532

Attention:  Vice President, General Counsel

and Corporate Secretary

(b)to the Participant:

Regina, SK

or such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

12.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.  This Agreement shall also be subject to the applicable requirements of the Toronto Stock Exchange, the Canadian Securities Administrators, the United States Securities and Exchange Commission and the New York Stock Exchange from time to time.

13.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors and any such determination shall be final, binding and conclusive for all purposes.

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14.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

15.Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

16.Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

IPSCO INC.
Per:	/s/ George H. Valentine
Per:	/s/ R. J. Rarey
/s/ Peter MacPhail
PETER MACPHAIL

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EX-10.18

Exhibit 10.18

IPSCO Inc.

2005 Form 10-K

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT made as of the 24th day of July, 2003

B E T W E E N:

IPSCO INC., a corporation incorporated under the laws of Canada,

(hereinafter called the “Company”)

OF THE FIRST PART

- and -

DAVID S. SUTHERLAND, of the City of Naperville, Illinois

(hereinafter called the “Participant”)

OF THE SECOND PART

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain designated officers, employees and directors of the Company and its subsidiaries, may from time to time be granted options, restricted shares and performance units;

AND WHEREAS the Participant, as the President and Chief Executive Officer of the Company, has been so designated to receive a grant of restricted shares of the Company, being common shares (the “Common Shares”) which are to be issued subject to the restrictions set forth herein (the “Restricted Shares) and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.Grant

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the Common Shares of the Company are listed and of any governmental authority or regulatory body to which the Company is

subject, the Company hereby awards, and issues to and in the name of the Participant an aggregate of ten thousand, five-hundred and thirty-seven (10,417) Restricted Shares of the Company on the terms set out in this Agreement.

2.Restriction Period

From the date hereof until the restrictions on the Restricted Shares set forth herein terminate (the “Restriction Period”), the Restricted Shares shall not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of; provided, however, that any of the Restricted Shares may be exchanged for any other Common Shares of the Company that are similarly restricted.

Subject to any earlier termination of the Restriction Period as provided in this Agreement, the Restriction Period shall terminate with respect to one hundred per cent (100%) of the Restricted Shares on the business day following the third (3^rd) anniversary of the date hereof and thereupon the Restricted Shares shall be free of the restrictions contained in this Agreement (and thereafter shall be referred to as the “Shares”).

3.Restricted Share Certificates

The Participant agrees that at any time prior to the termination of the Restricted Period, the Company may request that a certificate representing the Restricted Shares be issued with such legend thereon as the Company may require.  Any such certificate shall be issued at the cost of the Company.  The Company shall retain possession of any certificates issued representing the Restricted Shares until the later to occur of the termination of the Restricted Period and the termination of the security interest described in Section 6.

4.Termination of Employment

If the employment of the Participant with the Company terminates during the term of this Agreement for good cause shown, the Participant shall forfeit to the Company all rights in and to all Restricted Shares subject to the Restriction Period and all such Restricted Shares shall automatically be deemed to be donated to the Company.  If the employment of the Participant with the Company terminates for any other reason, the Restriction Period shall terminate as follows:

(a)if the Participant’s employment is terminated by reason of death, the Restriction Period shall terminate immediately upon death and the legal representative of the Participant shall be entitled to receive the Shares;

(b)if the Participant’s employment ceases due to disability or illness preventing the Participant from performing the duties routinely performed by such Participant, the Restriction Period shall terminate immediately and the Participant shall be entitled to receive the Shares;

(c)if either the Participant or the Company terminates Participant’s employment with the Company for any other reason other than by the

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Company for good cause shown, the Restriction Period shall terminate immediately upon the last day of active employment of the Participant with the Company.

5.Rights of Restricted Shareholder

Except as set forth in this Agreement, upon the issuance of the Restricted Shares a Participant shall have all of the rights of a shareholder, including the right to vote the Restricted Shares and the right to receive dividends thereon.  The Company shall issue the Participant’s Restricted Shares upon execution of this Agreement, the listing (or authorization of listing upon official notice of issuance) of the Restricted Shares upon each stock exchange upon which the Common Shares are listed and there has been compliance with such laws and regulations as the Company may deem applicable.  The Company agrees to use reasonable commercial efforts to effect such listing and compliance.

6.Withholding Taxes

The Participant agrees to pay the Company, or otherwise make arrangements satisfactory to the Company regarding the payment of, any federal, provincial, state or local taxes required or authorized by law to be withheld with respect to the award of Restricted Shares or the termination of the Restriction Period (the “Withholding Taxes”).  The Company shall have, to the extent permitted by law, the right to deduct from any payment of any kind otherwise due the Participant, any Withholding Taxes and to condition the delivery of the Common Shares after the termination of the Restriction Period on the payment to the Company of the Withholding Taxes.  The Participant hereby grants to the Company a security interest in the Restricted Shares to secure reconveyance of the Restricted Shares to the Company upon any deemed donation to the Company and to ensure adequate provision for the Withholding Taxes.  The Company shall release its security interest in respect of any Restricted Shares on which (i) the Restriction Period has terminated and (ii) all Withholding Taxes have been paid.  In lieu of payment of such amounts in cash, the Participant may pay all or a portion of the Withholding Taxes by (a) delivery of Common Shares not subject to any Restriction Period or (b) having the Company withhold a portion of the Common Shares otherwise to be delivered upon expiration of the Restriction Period.

7.Other Distributions

If any distribution is made to the holders of Common Shares other than a cash dividend, or if new, different or additional shares or other securities of the Company or of another company are received by holders of Common Shares, or if any recapitalization or reclassification, split-up or consolidation of the Common Shares shall be effected, or, if in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, the Common Shares are exchanged for a different number or class of shares of stock or other securities of the Company or for shares of stock or securities of any other company, then any such other securities shall be subject to similar restrictions as the Restricted Shares, shall be subject to the security interest provided for in Section 6 and the number and class of Restricted Shares, and the

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restrictions, terms and other conditions applicable to any such other securities shall be equitably determined by the Management Resources and Compensation Committee.

8.No Further Rights

Nothing contained in this Agreement shall confer upon the Participant any right to continued employment with the Company, or affect the right of the Company to terminate the employment of the Participant, with or without cause.

9.Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

650 Warrenville Road

Suite 500

Lisle, IL   60532

Attention:George H. Valentine

Vice President, General Counsel and Corporate Secretary

(b)to the Participant:

David Sutherland

Naperville, IL  

Tel:

Fax:

or such other address as any party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have given and received on the date of actual receipt by the addressee.

10.Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

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11.Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

12.Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

13.Enurement

This Agreement shall be binding and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

14.Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

	IPSCO INC.
	Per:	/s/ George H. Valentine
	Per:	/s/ Robert Ratliff
/s/ M. Klebuc-Simes	/s/ David S. Sutherland
Witness	DAVID S. SUTHERLAND

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EX-10.19

Exhibit 10.19

IPSCO Inc.

2005 Form 10-K

SHARE OPTION AGREEMENT

THIS AGREEMENT made the 1st day of June, 2002.

BETWEEN:

IPSCO INC., a body corporate with an office at the City of Regina, in the Province of Saskatchewan,

(hereinafter called the “Company”),

OF THE FIRST PART,

- and -

JUANITA HINSHAW, of the City of Chesterfield, in the State of Missouri,

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain officers, employees and directors of the Company and its subsidiaries, designated from time to time by the Board of Directors, are provided with the opportunity through options to purchase common shares in the capital of the Company;

AND WHEREAS the Participant, as a director of the Company, has been so designated and now wishes to acquire an option to purchase shares subject to and in accordance with the provisions of this Agreement and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.01Option

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the shares of the Company are listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby grants to the Participant the right to purchase (hereinafter called the “Option”) an aggregate of 5,000 common shares (hereinafter called the “Shares”) of the Company on the terms set out in this Agreement.

1.02Exercise Price

The exercise price for each of the Shares shall, subject to s. 1.09, be the sum of                            Dollars (Canadian) (Cdn.$         ), being 100% of the last sale price of a board lot of the common shares of the Company on The Toronto Stock Exchange on the last business day on which there was a trade of a board lot prior to the date of this Agreement.

1.03Term of Option

Subject to the expiry of the Option on June 1, 2012 and the terms hereinafter contained, the Participant (or, as the case may be, the Participant’s legal representative) shall be entitled to exercise the Option:

(a)to the extent of 1,667 common shares on and after June 1, 2003;

(b)to the extent of an additional 1,667 common shares on and after June 1, 2004;

(c)to the extent of the remaining 1,666 common shares on and after June 1, 2005;

(d)to the extent of any or all of the Shares in the event of and on the date upon which any person or group of persons acting jointly or in concert, and any persons associated or affiliated, within the meaning of the Canada Business Corporations Act, with such person or group of persons (collectively, the “Acquirors”), in aggregate beneficially own shares of the Company, or securities convertible into, exchangeable for or representing the right to acquire shares of the Company (collectively, the “Convertible Securities”), that would entitle the holders thereof to cast more than 51% of the votes attaching to all shares in the capital of the Company that may  be cast to elect directors of the Company , assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors; and

(e)to the extent of any and all of the Shares in the event of the death of the Participant.

1.04Non-Assignability of Option

The Option granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and may be exercisable during the lifetime of the Participant only by the Participant.

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1.05Right to Postpone Exercise

The Participant shall, subject to the provisions of s. 1.10, l.11 hereof, be entitled to exercise the Option to purchase any or all of the Shares to the extent and as provided for in s. 1.03 on which the Participant is first entitled to exercise the Option and prior to the expiration or other termination of this Agreement or of the Option granted hereunder.

1.06Exercise and Payment

Subject to paragraph 1.03 and the approval of the amendments to the Plan to permit the issuance of options to the directors of the Company by an ordinary resolution of the shareholders at the next annual meeting of the Company, the Option may be exercised by the Participant or the legal representative of the Participant giving notice to the Company specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment (by certified cheque, bank draft or other instrument acceptable to the Company, to be payable to the Company) of the entire exercise price (stipulated in s.1.02 hereof) for the number of Shares specified in the notice. Upon any such exercise of the Option by the Participant the Company shall cause the transfer agent of the common shares of the Company to promptly deliver to the Participant or the legal representative of the Participant, as the case may be, a share certificate in the name of the Participant or the legal representative of the Participant, as the case may be, representing the number of Shares specified in the notice.

1.07Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any of the Shares (including, without limitation, any right to receive dividends or other distributions therefrom, voting rights, warrants or rights under any rights offering) other than Shares in respect of which the Participant has exercised the Option and which have been issued by the Company.

1.08Third Party Offer

If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

1.09Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company the Board of Directors may make such adjustment, if

3

any, of the number of Shares, or the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Option granted to the Participant shall be treated including, for example, requiring the acceleration of the time for the exercise of such Option by the Participant and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the Board of Directors under this s. 1.09 shall be full and final.

1.10Death of Participant

In the event of the death of the Participant the legal representative of such Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of the death of the deceased Participant to exercise such deceased Participant’s Option with respect to such of the Shares of the deceased Participant that were, in accordance with s. 1.03 hereof, exercisable on the date of death. Upon the expiration of such one (1) year period, the Option and all unexercised option rights thereunder of the deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option.

1.11Ceasing to be a Director

If the Participant ceases to be a Director (and, if the Participant is a director of any of the subsidiaries of the Company, the Participant also ceases to be a director of any such subsidiary) of the Company for any reason other than those specified in s. 1.10 hereof, the Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of ceasing to be a director to exercise the Option with respect to such of the Shares that were, in accordance with s. 1.03 hereof, exercisable on the date of ceasing to be a director of the Company and its subsidiaries. Upon the expiration of such one (1) year period all unexercised option rights of the Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option. This s. 1.11 shall not apply to any director of the Company or any of its subsidiaries that is an officer or employee after the time such person ceases to be a director of the Company and of its subsidiaries.

1.12No Further Rights

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to the Shares or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement and pursuant to the exercise of the Option, nor shall it confer upon the Participant any right to continue as a director of the Company or of its subsidiaries.

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1.13Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant but only if and so long as the Company consents to such leave of absence.

1.01Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.
P.O. Box 1670
Regina, Saskatchewan
S4P 3C7

Attention:  President and Chief Executive Officer

to the Participant

Juanita Hinshaw

Senior Vice President & Chief Financial Officer

Graybar Electric Company, Inc.

34 North Meramec Avenue

St. Louis, MO  63177

Tel:  314-573-9250

Fax:  314-573-9468

or such other address as any party may give in writing from time to time. Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

2.01Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

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3.01Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

4.01Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

5.01Inurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

6.01Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

	IPSCO INC.
		/s/ Robert Ratliff
	Per:
		/s/ George H. Valentine
	Per:
	PARTICIPANT
/s/ Sandra L. Davenport			/s/ Juanita Hinshaw
Witness	Name:		Juanita Hinshaw

6

EX-10.20

Exhibit 10.20

IPSCO Inc.

2005 Form 10-K

SHARE OPTION AGREEMENT

THIS AGREEMENT made effective as of the 1st day of January, 2003.

BETWEEN:

IPSCO INC., a body corporate with an office at the City of Regina, in the Province of Saskatchewan,

(hereinafter called the “Company”),

OF THE FIRST PART,

- and -

Michael A. Grandin, of the City of Calgary, in the Province of Alberta,

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain officers, employees and directors of the Company and its subsidiaries, designated from time to time by the Board of Directors, are provided with the opportunity through options to purchase common shares in the capital of the Company;

AND WHEREAS the Participant, as a director of the Company, has been so designated and now wishes to acquire an option to purchase shares subject to and in accordance with the provisions of this Agreement and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.01Option

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the shares of the Company are listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby grants to the Participant the right to purchase (hereinafter called the “Option”) an aggregate of 5,000 common shares (hereinafter called the “Shares”) of the Company on the terms set out in this Agreement.

1.02Exercise Price

The exercise price for each of the Shares shall, subject to s. 1.09, be the sum of Fifteen Dollars and Eighty One Cents (Canadian) (Cdn.$15.81), being 100% of the last sale price of a board lot of the common shares of the Company on The Toronto Stock Exchange on the last business day on which there was a trade of a board lot prior to the date of this Agreement.

1.03Term of Option

Subject to the expiry of the Option on January 1, 2013 and the terms hereinafter contained, the Participant (or, as the case may be, the Participant’s legal representative) shall be entitled to exercise the Option:

(a)to the extent of 1,666 common shares on and after January 1, 2004;

(b)to the extent of an additional 1,666 common shares on and after January 1, 2005;

(c)to the extent of the remaining 1,668 common shares on and after January 1, 2006;

(d)to the extent of any or all of the Shares in the event of and on the date upon which any person or group of persons acting jointly or in concert, and any persons associated or affiliated, within the meaning of the Canada Business Corporations Act, with such person or group of persons (collectively, the “Acquirors”), in aggregate beneficially own shares of the Company, or securities convertible into, exchangeable for or representing the right to acquire shares of the Company (collectively, the “Convertible Securities”), that would entitle the holders thereof to cast more than 51% of the votes attaching to all shares in the capital of the Company that may  be cast to elect directors of the Company , assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors; and

(e)to the extent of any and all of the Shares in the event of the death of the Participant.

1.04Non-Assignability of Option

The Option granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and may be exercisable during the lifetime of the Participant only by the Participant.

2

1.05Right to Postpone Exercise

The Participant shall, subject to the provisions of s. 1.10, l.11 hereof, be entitled to exercise the Option to purchase any or all of the Shares to the extent and as provided for in s. 1.03 on which the Participant is first entitled to exercise the Option and prior to the expiration or other termination of this Agreement or of the Option granted hereunder.

1.06Exercise and Payment

Subject to paragraph 1.03 and the approval of the amendments to the Plan to permit the issuance of options to the directors of the Company by an ordinary resolution of the shareholders at the next annual meeting of the Company, the Option may be exercised by the Participant or the legal representative of the Participant giving notice to the Company specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment (by certified cheque, bank draft or other instrument acceptable to the Company, to be payable to the Company) of the entire exercise price (stipulated in s.1.02 hereof) for the number of Shares specified in the notice. Upon any such exercise of the Option by the Participant the Company shall cause the transfer agent of the common shares of the Company to promptly deliver to the Participant or the legal representative of the Participant, as the case may be, a share certificate in the name of the Participant or the legal representative of the Participant, as the case may be, representing the number of Shares specified in the notice.

1.07Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any of the Shares (including, without limitation, any right to receive dividends or other distributions therefrom, voting rights, warrants or rights under any rights offering) other than Shares in respect of which the Participant has exercised the Option and which have been issued by the Company.

1.08Third Party Offer

If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

1.09Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company the Board of Directors may make such adjustment, if

3

any, of the number of Shares, or the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Option granted to the Participant shall be treated including, for example, requiring the acceleration of the time for the exercise of such Option by the Participant and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the Board of Directors under this s. 1.09 shall be full and final.

1.10Death of Participant

In the event of the death of the Participant the legal representative of such Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of the death of the deceased Participant to exercise such deceased Participant’s Option with respect to such of the Shares of the deceased Participant that were, in accordance with s. 1.03 hereof, exercisable on the date of death. Upon the expiration of such one (1) year period, the Option and all unexercised option rights thereunder of the deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option.

1.11Ceasing to be a Director

If the Participant ceases to be a Director (and, if the Participant is a director of any of the subsidiaries of the Company, the Participant also ceases to be a director of any such subsidiary) of the Company for any reason other than those specified in s. 1.10 hereof, the Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of ceasing to be a director to exercise the Option with respect to such of the Shares that were, in accordance with s. 1.03 hereof, exercisable on the date of ceasing to be a director of the Company and its subsidiaries. Upon the expiration of such one (1) year period all unexercised option rights of the Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option. This s. 1.11 shall not apply to any director of the Company or any of its subsidiaries that is an officer or employee after the time such person ceases to be a director of the Company and of its subsidiaries.

1.12No Further Rights

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to the Shares or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement and pursuant to the exercise of the Option, nor shall it confer upon the Participant any right to continue as a director of the Company or of its subsidiaries.

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1.13Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant but only if and so long as the Company consents to such leave of absence.

1.01Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

to the Company:

IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

Attention:  President and Chief Executive Officer

to the Participant

Calgary, AB

or such other address as any party may give in writing from time to time. Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

2.01Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

3.01Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

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4.01Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

5.01Inurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

6.01Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

	IPSCO INC.
		/s/ Robert Ratliff
	Per:	Robert Ratliff, Vice President and Chief Financial Officer
		/s/ George H. Valentine
	Per:	George Valentine, Vice President and General Counsel
	PARTICIPANT
			/s/ Michael A. Grandin
Witness	Name:		Michael A. Grandin

6

EX-10.21

Exhibit 10.21

IPSCO Inc.

2005 Form 10-K

SHARE OPTION AGREEMENT

THIS AGREEMENT made the 26th day of April 2000.

BETWEEN:

IPSCO INC., a body corporate with an office at the City of Regina, in the Province of Saskatchewan,

(hereinafter called the “Company”),

OF THE FIRST PART,

- and -

RICHARD G. SIM, of the City of London, in the United Kingdom

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain officers, employees and directors of the Company and its subsidiaries, designated from time to time by the Board of Directors, are provided with the opportunity through options to purchase common shares in the capital of the Company;

AND WHEREAS the Participant, as a director of the Company, has been so designated and now wishes to acquire an option to purchase shares subject to and in accordance with the provisions of this Agreement and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.01Option

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the shares of the Company are listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby grants to the Participant the right to purchase (hereinafter called the “Option”) an aggregate of 1,500 common shares (hereinafter called the “Shares”) of the Company on the terms set out in this Agreement.

1.02Exercise Price

The exercise price for each of the Shares shall, subject to s. 1.09, be the sum of Eighteen Dollars and Fifty Cents ($18.50), being 100% of the last sale price of a board lot of the common shares of the Company on The Toronto Stock Exchange on the last business day on which there was a trade of a board lot prior to the date of this Agreement.

1.03Term of Option

Subject to the expiry of the Option on April 26 2010 and the terms hereinafter contained, the Participant (or, as the case may be, the Participant’s legal representative) shall be entitled to exercise the Option:

(a)to the extent of 500 common shares on and after April 26, 2001;

(b)to the extent of an additional 500 common shares on and after April 26, 2002;

(c)to the extent of the remaining 500 common shares on and after April 26, 2003;

(d)to the extent of any or all of the Shares in the event of and on the date upon which any person or group of persons acting jointly or in concert, and any persons associated or affiliated, within the meaning of the Canada Business Corporations Act, with such person or group of persons (collectively, the “Acquirors”), in aggregate beneficially own shares of the Company, or securities convertible into, exchangeable for or representing the right to acquire shares of the Company (collectively, the “Convertible Securities”), that would entitle the holders thereof to cast more than 51% of the votes attaching to all shares in the capital of the Company that may be cast to elect directors of the Company , assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors; and

(e)to the extent of any and all of the Shares in the event of the death of the Participant.

1.04Non-Assignability of Option

The Option granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and may be exercisable during the lifetime of the Participant only by the Participant.

2

1.05Right to Postpone Exercise

The Participant shall, subject to the provisions of s. 1.10, l.11 hereof, be entitled to exercise the Option to purchase any or all of the Shares to the extent and as provided for in s. 1.03 on which the Participant is first entitled to exercise the Option and prior to the expiration or other termination of this Agreement or of the Option granted hereunder.

1.06Exercise and Payment

Subject to paragraph 1.03 and the approval of the amendments to the Plan to permit the issuance of options to the directors of the Company by an ordinary resolution of the shareholders at the next annual meeting of the Company, the Option may be exercised by the Participant or the legal representative of the Participant giving notice to the Company specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment (by certified cheque, bank draft or other instrument acceptable to the Company, to be payable to the Company) of the entire exercise price (stipulated in s.1.02 hereof) for the number of Shares specified in the notice. Upon any such exercise of the Option by the Participant the Company shall cause the transfer agent of the common shares of the Company to promptly deliver to the Participant or the legal representative of the Participant, as the case may be, a share certificate in the name of the Participant or the legal representative of the Participant, as the case may be, representing the number of Shares specified in the notice.

1.07Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any of the Shares (including, without limitation, any right to receive dividends or other distributions therefrom, voting rights, warrants or rights under any rights offering) other than Shares in respect of which the Participant has exercised the Option and which have been issued by the Company.

1.08Third Party Offer

If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

1.09Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company the Board of Directors may make such adjustment, if

3

any, of the number of Shares, or the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant. If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Option granted to the Participant shall be treated including, for example, requiring the acceleration of the time for the exercise of such Option by the Participant and of the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the Board of Directors under this s. 1.09 shall be full and final.

1.10Death of Participant

In the event of the death of the Participant the legal representative of such Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of the death of the deceased Participant to exercise such deceased Participant’s Option with respect to such of the Shares of the deceased Participant that were, in accordance with s. 1.03 hereof, exercisable on the date of death. Upon the expiration of such one (1) year period, the Option and all unexercised option rights thereunder of the deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option.

1.11Ceasing to be a Director

If the Participant ceases to be a Director (and, if the Participant is a director of any of the subsidiaries of the Company, the Participant also ceases to be a director of any such subsidiary) of the Company for any reason other than those specified in s. 1.10 hereof, the Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of ceasing to be a director to exercise the Option with respect to such of the Shares that were, in accordance with s. 1.03 hereof, exercisable on the date of ceasing to be a director of the Company and its subsidiaries. Upon the expiration of such one (1) year period all unexercised option rights of the Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option. This s. 1.11 shall not apply to any director of the Company or any of its subsidiaries that is an officer or employee after the time such person ceases to be a director of the Company and of its subsidiaries.

1.12No Further Rights

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to the Shares or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement and pursuant to the exercise of the Option, nor shall it confer upon the Participant any right to continue as a director of the Company or of its subsidiaries.

4

1.13Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant but only if and so long as the Company consents to such leave of absence.

1.01Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.
P.O. Box 1670
Regina, Saskatchewan
S4P 3C7

Attention:  President and Chief Executive Officer

to the Participant

London

England, United Kingdom

or such other address as any party may give in writing from time to time. Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

2.01Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

3.01Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement

5

shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

4.01Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

5.01Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

6.01Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

	IPSCO INC.
	Per:	/s/ Edwin Tiefenbach
		Senior Vice President and Chief   Financial Officer
	Per:	/s/ Robert Eisner
		Treasurer
	PARTICIPANT
			/s/ Richard G. Sim
Witness	Name:		Richard G. Sim

6

EX-10.22

Exhibit 10.22

IPSCO Inc.

2005 Form 10-K

SHARE OPTION AGREEMENT

THIS AGREEMENT made the 2^nd day of May, 2001.

BETWEEN:

IPSCO INC., a body corporate with an office at the City of Regina, in the Province of Saskatchewan,

(hereinafter called the “Company”),

OF THE FIRST PART,

- and -

RICHARD G. SIM, of the City of London, in the United Kingdom

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain officers, employees and directors of the Company and its subsidiaries, designated from time to time by the Board of Directors, are provided with the opportunity through options to purchase common shares in the capital of the Company;

AND WHEREAS the Participant, as a director of the Company, has been so designated and now wishes to acquire an option to purchase shares subject to and in accordance with the provisions of this Agreement and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.01Option

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the shares of the Company are listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby grants to the Participant the right to purchase (hereinafter called the “Option”) an aggregate of 1,500 common shares (hereinafter called the “Shares”) of the Company on the terms set out in this Agreement.

1.02Exercise Price

The exercise price for each of the Shares shall, subject to s. 1.09, be the sum of Twenty-two Dollars ($22.00), being 100% of the last sale price of a board lot of the common shares of the Company on The Toronto Stock Exchange on the last business day on which there was a trade of a board lot prior to the date of this Agreement.

1.03Term of Option

Subject to the expiry of the Option on May 2, 2011 and the terms hereinafter contained, the Participant (or, as the case may be, the Participant’s legal representative) shall be entitled to exercise the Option:

(a)to the extent of 500 common shares on and after May 2,, 2002;

(b)to the extent of an additional 500 common shares on and after May 2,, 2003;

(c)to the extent of the remaining 500 common shares on and after May 2,, 2004;

(d)to the extent of any or all of the Shares in the event of and on the date upon which any person or group of persons acting jointly or in concert, and any persons associated or affiliated, within the meaning of the Canada Business Corporations Act, with such person or group of persons (collectively, the “Acquirors”), in aggregate beneficially own shares of the Company, or securities convertible into, exchangeable for or representing the right to acquire shares of the Company (collectively, the “Convertible Securities”), that would entitle the holders thereof to cast more than 51% of the votes attaching to all shares in the capital of the Company that may  be cast to elect directors of the Company , assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors; and

(e)to the extent of any and all of the Shares in the event of the death of the Participant.

1.04         Non-Assignability of Option

The Option granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and may be exercisable during the lifetime of the Participant only by the Participant.

2

1.05Right to Postpone Exercise

The Participant shall, subject to the provisions of s. 1.10, l.11 hereof, be entitled to exercise the Option to purchase any or all of the Shares to the extent and as provided for in s. 1.03 on which the Participant is first entitled to exercise the Option and prior to the expiration or other termination of this Agreement or of the Option granted hereunder.

1.06Exercise and Payment

Subject to paragraph 1.03 and the approval of the amendments to the Plan to permit the issuance of options to the directors of the Company by an ordinary resolution of the shareholders at the next annual meeting of the Company, the Option may be exercised by the Participant or the legal representative of the Participant giving notice to the Company specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment (by certified cheque, bank draft or other instrument acceptable to the Company, to be payable to the Company) of the entire exercise price (stipulated in s.1.02 hereof) for the number of Shares specified in the notice. Upon any such exercise of the Option by the Participant the Company shall cause the transfer agent of the common shares of the Company to promptly deliver to the Participant or the legal representative of the Participant, as the case may be, a share certificate in the name of the Participant or the legal representative of the Participant, as the case may be, representing the number of Shares specified in the notice.

1.07Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any of the Shares (including, without limitation, any right to receive dividends or other distributions therefrom, voting rights, warrants or rights under any rights offering) other than Shares in respect of which the Participant has exercised the Option and which have been issued by the Company.

1.08Third Party Offer

If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

1.09Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company the Board of Directors may make such adjustment, if

3

any, of the number of Shares, or the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Option granted to the Participant shall be treated including, for example, requiring the acceleration of the time for the exercise of such Option by the Participant and of the time for the fulfilment of any conditions or restrictions on such exercise.  All determinations of the Board of Directors under this s. 1.09 shall be full and final.

1.10Death of Participant

In the event of the death of the Participant the legal representative of such Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of the death of the deceased Participant to exercise such deceased Participant’s Option with respect to such of the Shares of the deceased Participant that were, in accordance with s. 1.03 hereof, exercisable on the date of death.  Upon the expiration of such one (1) year period, the Option and all unexercised option rights thereunder of the deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option.

1.11Ceasing to be a Director

If the Participant ceases to be a Director (and, if the Participant is a director of any of the subsidiaries of the Company, the Participant also ceases to be a director of any such subsidiary) of the Company for any reason other than those specified in s. 1.10 hereof, the Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of ceasing to be a director to exercise the Option with respect to such of the Shares that were, in accordance with s. 1.03 hereof, exercisable on the date of ceasing to be a director of the Company and its subsidiaries.  Upon the expiration of such one (1) year period all unexercised option rights of the Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option. This s. 1.11 shall not apply to any director of the Company or any of its subsidiaries that is an officer or employee after the time such person ceases to be a director of the Company and of its subsidiaries.

1.12No Further Rights

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to the Shares or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement and pursuant to the exercise of the Option, nor shall it confer upon the Participant any right to continue as a director of the Company or of its subsidiaries.

4

1.13Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant but only if and so long as the Company consents to such leave of absence.

1.01Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.

P.O. Box 1670

Regina, Saskatchewan

S4P 3C7

Attention:  President and Chief Executive Officer

to the Participant

London

England, United Kingdom

or such other address as any party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

2.01Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

3.01         Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement

5

shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

4.01         Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

5.01         Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

6.01         Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

	IPSCO INC.
	Per:	/s/ Roger Phillips
	Per:	/s/ John Comrie
	PARTICIPANT
/s/ illegible signature			/s/ Richard G. Sim
Witness	Name:		Richard G. Sim

6

EX-10.23

Exhibit 10.23

IPSCO Inc.
2005 Form 10-K

SHARE OPTION AGREEMENT

THIS AGREEMENT made the 24th day of April, 2002.

BETWEEN:

IPSCO INC., a body corporate with an office at the City of Regina, in the Province of Saskatchewan,

(hereinafter called the “Company”),

OF THE FIRST PART,

- and -

RICHARD G. SIM, of the City of London, in the United Kingdom

(hereinafter called the “Participant”),

OF THE SECOND PART.

WHEREAS the Company has established an Incentive Share Option Plan (which, as amended from time to time by the Board of Directors of the Company, shall hereinafter be called the “Plan”) whereby certain officers, employees and directors of the Company and its subsidiaries, designated from time to time by the Board of Directors, are provided with the opportunity through options to purchase common shares in the capital of the Company;

AND WHEREAS the Participant, as a director of the Company, has been so designated and now wishes to acquire an option to purchase shares subject to and in accordance with the provisions of this Agreement and of the Plan;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties do hereby agree as follows:

1.01Option

Subject to and conditional upon compliance with the applicable requirements of each stock exchange on which the shares of the Company are listed and of any governmental authority or regulatory body to which the Company is subject, the Company hereby grants to the Participant the right to purchase (hereinafter called the “Option”) an aggregate of 1,500 common shares (hereinafter called the “Shares”) of the Company on the terms set out in this Agreement.

1.02Exercise Price

The exercise price for each of the Shares shall, subject to s. 1.09, be the sum of Twenty Six Dollars and Forty Cents (Canadian) (Cdn.$26.40), being 100% of the last sale price of a board lot of the common shares of the Company on The Toronto Stock Exchange on the last business day on which there was a trade of a board lot prior to the date of this Agreement.

1.03Term of Option

Subject to the expiry of the Option on April 24, 2012 and the terms hereinafter contained, the Participant (or, as the case may be, the Participant’s legal representative) shall be entitled to exercise the Option:

(a)to the extent of 500 common shares on and after April 24, 2003;

(b)to the extent of an additional 500 common shares on and after April 24, 2004;

(c)to the extent of the remaining 500 common shares on and after April 24, 2005;

(d)to the extent of any or all of the Shares in the event of and on the date upon which any person or group of persons acting jointly or in concert, and any persons associated or affiliated, within the meaning of the Canada Business Corporations Act, with such person or group of persons (collectively, the “Acquirors”), in aggregate beneficially own shares of the Company, or securities convertible into, exchangeable for or representing the right to acquire shares of the Company (collectively, the “Convertible Securities”), that would entitle the holders thereof to cast more than 51% of the votes attaching to all shares in the capital of the Company that may be cast to elect directors of the Company , assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors; and

(e)to the extent of any and all of the Shares in the event of the death of the Participant.

1.04Non-Assignability of Option

The Option granted hereunder shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by the Participant other than by will or other testamentary instrument, the laws of succession or other laws of general application and may be exercisable during the lifetime of the Participant only by the Participant.

2

1.05Right to Postpone Exercise

The Participant shall, subject to the provisions of s. 1.10, l.11 hereof, be entitled to exercise the Option to purchase any or all of the Shares to the extent and as provided for in s. 1.03 on which the Participant is first entitled to exercise the Option and prior to the expiration or other termination of this Agreement or of the Option granted hereunder.

1.06Exercise and Payment

Subject to paragraph 1.03 and the approval of the amendments to the Plan to permit the issuance of options to the directors of the Company by an ordinary resolution of the shareholders at the next annual meeting of the Company, the Option may be exercised by the Participant or the legal representative of the Participant giving notice to the Company specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment (by certified cheque, bank draft or other instrument acceptable to the Company, to be payable to the Company) of the entire exercise price (stipulated in s.1.02 hereof) for the number of Shares specified in the notice. Upon any such exercise of the Option by the Participant the Company shall cause the transfer agent of the common shares of the Company to promptly deliver to the Participant or the legal representative of the Participant, as the case may be, a share certificate in the name of the Participant or the legal representative of the Participant, as the case may be, representing the number of Shares specified in the notice.

1.07Rights of Participant

The Participant shall have no rights whatsoever as a shareholder in respect of any of the Shares (including, without limitation, any right to receive dividends or other distributions therefrom, voting rights, warrants or rights under any rights offering) other than Shares in respect of which the Participant has exercised the Option and which have been issued by the Company.

1.08Third Party Offer

If at any time when the Option remains unexercised with respect to any of the Shares, a general offer to purchase all of the issued shares of the Company is made by a third party, the Company shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Company may, at its option, require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise.

1.09Alterations in Shares

In the event of a share dividend, share split, issuance of shares or instruments convertible into shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of shares, recapitalization, amalgamation, merger, consolidation, corporate arrangement, reorganization, liquidation or the like of or by the Company the Board of Directors may make such adjustment, if

3

any, of the number of Shares, or the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to the Participant.  If because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of shares in the Company for those in another company is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which the Option granted to the Participant shall be treated including, for example, requiring the acceleration of the time for the exercise of such Option by the Participant and of the time for the fulfilment of any conditions or restrictions on such exercise.  All determinations of the Board of Directors under this s. 1.09 shall be full and final.

1.10Death of Participant

In the event of the death of the Participant the legal representative of such Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of the death of the deceased Participant to exercise such deceased Participant’s Option with respect to such of the Shares of the deceased Participant that were, in accordance with s. 1.03 hereof, exercisable on the date of death.  Upon the expiration of such one (1) year period, the Option and all unexercised option rights thereunder of the deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option.

1.11Ceasing to be a Director

If the Participant ceases to be a Director (and, if the Participant is a director of any of the subsidiaries of the Company, the Participant also ceases to be a director of any such subsidiary) of the Company for any reason other than those specified in s. 1.10 hereof, the Participant shall have the right for a period of one (1) year (or until the normal expiry date of the Option if earlier) from the date of ceasing to be a director to exercise the Option with respect to such of the Shares that were, in accordance with s. 1.03 hereof, exercisable on the date of ceasing to be a director of the Company and its subsidiaries.  Upon the expiration of such one (1) year period all unexercised option rights of the Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option. This s. 1.11 shall not apply to any director of the Company or any of its subsidiaries that is an officer or employee after the time such person ceases to be a director of the Company and of its subsidiaries.

1.12No Further Rights

Nothing contained in this Agreement shall give the Participant or any other person, any interest or title in or to the Shares or any rights as a shareholder of the Company or any other legal or equitable right against the Company whatsoever other than as set forth in this Agreement and pursuant to the exercise of the Option, nor shall it confer upon the Participant any right to continue as a director of the Company or of its subsidiaries.

4

1.13Leave of Absence

If the Participant is an employee of the Company and is granted a temporary leave of absence by the Company, such leave of absence shall be deemed a continuation of the employment of the Participant but only if and so long as the Company consents to such leave of absence.

1.01Notice

All notices, demands, payments or other communications which may or are required to be given under this Agreement shall be given in writing by personal delivery or ordinary prepaid mail:

(a)to the Company:

IPSCO Inc.
P.O. Box 1670
Regina, Saskatchewan
S4P 3C7

Attention:  President and Chief Executive Officer

to the Participant

Richard G. Sim

or such other address as any party may give in writing from time to time.  Such notices if given by mail shall be deemed to have been received by the party to whom they are addressed as described herein seventy-two (72) hours after they have been put in the post, postage prepaid, provided that if postal services are disrupted by labour disputes, such mailed notices shall be deemed to have been given and received on the date of actual receipt by the addressee.

2.01Plan to Apply

The parties agree that the provisions of the Plan shall be complementary to and read in conjunction with the terms of this Agreement and in the event of any contradiction or inconsistency between any provisions of the Plan and those of this Agreement, the Plan shall prevail.

5

3.01Dispute

Any dispute or disagreement which shall arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board of Directors of the Company and any such determination shall be final, binding and conclusive for all purposes.

4.01Further Assurances

The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

5.01Inurement

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their successors, executors and administrators.

6.01Governing Law

This Agreement shall be governed by the laws of the Province of Saskatchewan.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

	IPSCO INC.
		/s/ Robert Ratliff
	Per:
		/s/ George H. Valentine
	Per:
	PARTICIPANT
			/s/ Richard G. Sim
Witness	Name:		Richard G. Sim

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EX-10.23A

Exhibit 10.23a

IPSCO Inc.
2005 Form 10-K

2002 Share Option Agreements for Directors

In accordance with the Instructions of Item 601 of Regulation S-K, the registrant has omitted filing the 2002 Share Option Agreements by and between IPSCO Inc. and the following Directors as exhibits to this Form 10-K because, except as noted, they are identical, to the form of Share Option Agreement filed as Exhibit 10.23 with this Form 10-K.

1.  Burton Joyce

2.  Jack Michaels

3.  Roger Tetrault

4.  Gordon Theissen

5.  Allan Olson

EX-10.24

Exhibit 10.24

IPSCO Inc.

2005 Form 10-K

REVOLVING CREDIT AGREEMENT

AMONG

IPSCO INC. and IPSCO SASKATCHEWAN INC., as Canadian Borrowers

AND

IPSCO STEEL INC., IPSCO ENTERPRISES INC., IPSCO ALABAMA LTD. and

IPSCO STEEL (ALABAMA) INC., as U.S. Borrowers

AND

THE TORONTO-DOMINION BANK, as Agent

AND

JPMORGAN CHASE BANK, N.A., as Syndication Agent

AND

TD SECURITIES and J.P. MORGAN SECURITIES, INC., as Co-Lead Arrangers and
Joint Bookmanagers

AND

ROYAL BANK OF CANADA, BANK OF AMERICA, N.A. and ABN AMRO BANK N.V.,
as Documentation Agents

AND

THE TORONTO-DOMINION BANK, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, ROYAL BANK OF CANADA, BANK OF AMERICA N.A., BY ITS CANADA BRANCH, ABN AMRO BANK N.V., CANADA BRANCH, THE BANK OF NOVA SCOTIA and BANK OF MONTREAL, as Canadian Lenders

AND

TORONTO DOMINION (TEXAS) LLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, BANK OF AMERICA, N.A., ABN AMRO BANK N.V., WELLS FARGO BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, BANK OF MONTREAL, CHICAGO BRANCH and FIFTH THIRD BANK (CHICAGO), as U.S. Lenders

As of November 19, 2004

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION
1.1	Defined Terms.
1.2	Interpretation.
1.3	Other Credit Documents.
1.4	Severability.
1.5	Entire Agreement.
1.6	Waiver.
1.7	Governing Law.
1.8	Incorporation of Schedules.
1.9	Conflicts.
ARTICLE 2 CREDIT FACILITY
2.1	Credit Facility.
2.2	Available Accommodations.
2.3	Commitments and Facility Limits.
2.4	Use of Proceeds.
2.5	Repayment of Facilities.
2.6	Mandatory Repayments.
2.7	Cancellation of Undrawn Portion of Commitment.
2.8	Additional Commitment.
2.9	Standby Fee.
2.10	Agency Fee.
2.11	Evidence of Debt and Determination of Interest Rates and Fees.
2.12	Adjustment of Total Pro Rata Shares
ARTICLE 3 LOAN ADVANCES
3.1	The Advances.
3.2	Procedure for Borrowing.
3.3	Interest on Advances.
3.4	Conversions and Elections Regarding Types of Advances and Interest Rates.
3.5	Circumstances Requiring Floating Rate Pricing.
ARTICLE 4 BANKERS’ ACCEPTANCES
4.1	Acceptances and Drafts.
4.2	Procedure for BA Issuance.
4.3	Form of Drafts.

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4.4	Stamping of Drafts.
4.5	Purchase of Bankers’ Acceptances and BA Equivalent Notes.
4.6	Reimbursement at Contract Maturity Date.
4.7	Repayments.
4.8	Circumstances Making Bankers’ Acceptances Unavailable.
4.9	Presigned Draft Forms.
ARTICLE 5 LETTERS
5.1	Letter Commitment
5.2	Procedure for Issue.
5.3	Form of Letters.
5.4	Reimbursement of Amounts Drawn Under Letters of Credit.
5.5	Issue Fees.
5.6	Risk of Letters of Credit.
5.7	Repayments.
5.8	Indemnity
ARTICLE 6 CONDITIONS OF LENDING
6.1	Conditions Precedent to Effectiveness of this Agreement.
6.2	Conditions Precedent to initial Accommodations.
6.3	Conditions Precedent to all Accommodations.
6.4	Conditions Precedent to Initial Accommodations to Additional Borrowers.
ARTICLE 7 REPRESENTATIONS AND WARRANTIES
7.1	Representations and Warranties.
7.2	Survival of Representations and Warranties.
7.3	No Representations by Lenders.
ARTICLE 8 COVENANTS OF THE BORROWER
8.1	Affirmative Covenants.
8.2	Negative Covenants.
8.3	Financial Covenants.
ARTICLE 9 EVENTS OF DEFAULT
9.1	Events of Default.
9.2	Payment of Letters, Etc.
9.3	Expense of Lender.
9.4	Remedies Cumulative.
ARTICLE 10 PAYMENTS, COMPUTATIONS AND INDEMNITY
10.1	Timing of Payments under this Agreement, etc.
10.2	Payments on Non-Business Days.
10.3	Overdue Amounts.

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10.4	Application of Payments and Optional Prepayments.
10.5	Computations of Interest and Fees.
10.6	Judgment Currency.
10.7	Costs and Expenses.
10.8	Indemnity for Change in Circumstances.
10.9	Indemnity Relating to Accommodations.
10.10	Indemnity for Transactional and Environmental Liability.
10.11	Survival of Indemnities.
10.12	Taxation on Payments.
ARTICLE 11 MISCELLANEOUS
11.1	Notices, etc.
11.2	Public Announcements and Exchange of Information.
11.3	Time of the Essence.
11.4	Third Party Beneficiaries.
11.5	Enurement.
11.6	Counterparts.
11.7	Knowledge.
11.8	Assignment.
11.9	Non-Merger.
11.10	Right to Combine and Set-Off.
11.11	Certificates and Opinions.
11.12	Permitted Encumbrances.
ARTICLE 12 THE AGENT
12.1	Appointment and Authorization of Agent.
12.2	Interest Holders.
12.3	Consultation with Counsel.
12.4	Documents.
12.5	Agent as Lender.
12.6	Responsibility of Agent.
12.7	Action by Agent.
12.8	Notice of Events of Default.
12.9	Responsibility Disclaimed.
12.10	Indemnification.
12.11	Credit Decision.
12.12	Successor Agent.
12.13	Delegation by Agent.
12.14	Waivers and Amendments.
12.15	Determination by Agent Presumed to be Correct.
12.16	Remittance of Payments.
12.17	Redistribution of Payment.

iii

12.18 Distribution of Notices.

iv

REVOLVING CREDIT AGREEMENT

DATED as of the 19th day of November, 2004.

A M O N G:

IPSCO INC. and IPSCO SASKATCHEWAN INC.

(collectively, the “Canadian Borrowers”)

- and -

IPSCO STEEL INC., IPSCO ENTERPRISES INC.,
IPSCO ALABAMA LTD. and IPSCO STEEL
(ALABAMA) INC.

(collectively, the “U.S. Borrowers”)

(the Canadian Borrowers and the U.S. Borrowers
collectively, the “Borrowers”)

- and -

THE TORONTO-DOMINION BANK

(as “Agent”)

- and -

JPMORGAN CHASE BANK, N.A.

(as “Syndication Agent”)

- and -

THE TORONTO-DOMINION BANK, JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH, ROYAL
BANK OF CANADA, BANK OF AMERICA, N.A., BY
ITS CANADA BRANCH, ABN AMRO BANK N.V.,
CANADA BRANCH, THE BANK OF NOVA SCOTIA,
and BANK OF MONTREAL, as Canadian Lenders,

(collectively, “Canadian Lenders”)

- and -

TORONTO DOMINION (TEXAS) LLC, JPMORGAN
CHASE BANK, N.A., ROYAL BANK OF CANADA,
ACTING THROUGH A NEW YORK BRANCH,
BANK OF AMERICA, N.A., ABN AMRO BANK N.V.,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
THE BANK OF NOVA SCOTIA, BY ITS ATLANTA
AGENCY, BANK OF MONTREAL, CHICAGO
BRANCH and FIFTH THIRD BANK (CHICAGO)

(collectively, “U.S. Lenders”)

(the Canadian Lenders and the U.S. Lenders, collectively,
the “Lenders”)

The parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1Defined Terms.

In this Agreement, the following terms have the following meanings:

“Accommodation” means: (i) an Advance made by the Lenders or any one or more of them on the occasion of any Borrowing; (ii) a Bankers’ Acceptance stamped or a BA Equivalent Note purchased by the Canadian Lenders or any one or more of them on the occasion of any BA Issuance; and (iii) the issue of a Letter by the Lenders or any one or more of them on the occasion of any Issue.

“Accommodation Notice” means a Borrowing Notice, a BA Issuance Notice or an Issue Notice.

“Advances” means advances made by the Lenders or any one or more of them under this Agreement and “Advance” means any one of such advances.  Advances may be denominated in Canadian Dollars (a “Canadian Dollar Advance”) or in U.S. Dollars (a “U.S. Dollar Advance”).  A Canadian Dollar Advance may be designated a “Floating Rate Advance” and a U.S. Dollar Advance may be designated a “LIBOR Advance” or a “U.S. Base Rate Advance”.

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Each of a Floating Rate Advance, a LIBOR Advance, and a U.S. Base Rate Advance is a “Type” of Advance.

“Affiliate” of any Person means any other individual or entity who directly or indirectly controls, or is controlled by or is under common control with, such Person, and, for purposes of this definition only, “control”, “controlled by”, and “under common control with” mean possession, directly or indirectly, of power to direct or cause the direction of the management or policies (whether through ownership of voting securities, by contract or otherwise).

“Agency Fee” has the meaning specified in Section 2.10.

“Agency Fee Agreement” means the agreement dated as of November 19, 2004 between IPSCO and the Agent respecting the payment of the Agency Fee.

“Agent” means The Toronto-Dominion Bank in its capacity as agent for the Lenders, and its successors and assigns in such capacity, provided that, so long as The Toronto-Dominion Bank acts as agent for the Lenders, it shall act through Toronto Dominion (Texas) LLC for the purpose of making payments to, and receiving payments from, U.S. Borrowers.

“Agreement” means this revolving credit agreement and all schedules and instruments in amendment or confirmation of it; “hereof”, “hereto” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, Subsection or other subdivision; “Article”, “Section”, “Subsection” or other subdivision of this Agreement followed by a number refers to the specified Article, Section, Subsection or other subdivision of this Agreement.

“Agreement for Borrowed Money” means, with respect to any Person, any bond, debenture, note, conditional sale agreement, lease, loan agreement, Hedging Agreement or other similar material document evidencing any Debt or Hedging Liabilities of such Person.

“Ancillary Agreements” means the Guarantees, the Assumption Agreements, all promissory notes delivered to evidence Accommodations and all other agreements delivered or given pursuant to this Agreement; and “Ancillary Agreement” means any one of such Guarantees, Assumption Agreements, promissory notes or agreements.

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“Applicable Margin” means at any time, subject to Sections 2.11(2) and 2.11(3),

(i)for purposes of the definition of the Standby Fee, the percentage per annum shown in Schedule F which corresponds to the utilization rate specified therein;

(ii)for purposes of the definition of BA Stamping Fee Rate or Issue Fee, the percentage per annum shown in column 3 of Schedule F which corresponds to the ratio of Consolidated Debt to Consolidated EBITDA set forth in the Compliance Certificate delivered to the Agent for the most recently completed Financial Quarter;

(iii)for purposes of the definitions of U.S. Base Rate and Floating Rate, the percentage per annum shown in column 2 of Schedule F which corresponds to the ratio of Consolidated Debt to Consolidated EBITDA set forth in the Compliance Certificate delivered to the Agent for the most recently completed Financial Quarter; and

(iv)for purposes of the definition of LIBOR Rate, the percentage per annum shown in column 3 of Schedule F under the column which corresponds to the ratio of Consolidated Debt to Consolidated EBITDA set forth in the Compliance Certificate delivered to the Agent for the most recently completed Financial Quarter,

in each case as may be applicable.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in Bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“arm’s length” has the meaning ascribed thereto for the purposes of the Income Tax Act (Canada), as in effect from time to time.

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“Assets” means, with respect to any Person, all property and assets of such Person, both real and personal, of every kind and wheresoever situate, whether now owned or hereafter acquired.

“Assignee” has the meaning specified in Section 11.8(2)(a).

“Assignment Agreement” means an agreement substantially in the form of Schedule R hereto.

“Assumption Agreement” means an agreement substantially in the form of Schedule A hereto.

“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Entity having jurisdiction over such Person, whether or not having the force of Law.

“BA Equivalent Note” means, at any time, a notional note issued by a Canadian Borrower in favour of any Non-BA Lender and evidenced by the account records maintained by the Agent.

“BA Issuance” means the creation of a Bankers’ Acceptance or the purchase of a BA Equivalent Note by a Canadian Lender.

“BA Issuance Date” means any Business Day fixed pursuant to Section 4.2(1) for a BA Issuance.

“BA Issuance Notice” has the meaning specified in Section 4.2(1).

“BA Lender” means each Canadian Lender which is not a Non-BA Lender.

“BA Reference Discount Rate” means (a) in respect of Bankers’ Acceptances or Drafts to be purchased by Canadian Lenders that are Schedule I banks under the Bank Act (Canada) pursuant to Article 4, the average rate for Canadian Dollar Bankers’ Acceptances quoted at

5

approximately 10:00 a.m. (Toronto time) on the Reuters Screen CDOR Page “Canadian Interbank Bid BA Rates”, and (b) in respect of BA Equivalent Notes that are to be purchased by Non-BA Lenders and Bankers’ Acceptances or Drafts to be purchased pursuant to Article 4 by Canadian Lenders other than Schedule I banks under the Bank Act (Canada), the rate referred to above in this definition, plus .10%.

“BA Stamping Fee” means, with respect to each Draft or BA Equivalent Note drawn by a Canadian Borrower hereunder and, in the case of a Draft, stamped or, in the case of a BA Equivalent Note, purchased by a Canadian Lender on any BA Issuance Date, an amount equal to the BA Stamping Fee Rate multiplied by the aggregate Face Amount of such Draft or BA Equivalent Note, calculated daily on the basis of the term to maturity of such Draft or BA Equivalent Note and a year of 365 days or 366 days in the case of a leap year.

“BA Stamping Fee Rate” means the Applicable Margin.

“Bank One Lease”means the operating lease agreement dated October 31, 2000 between IPSCO Steel, as lessee, and the Owner Trustee, as lessor, pursuant to which IPSCO Steel leased from the Owner Trustee certain steel manufacturing equipment located at its steel mill in Montpelier, Iowa.

“Bank One Lease Documentation” means the Bank One Lease, the site lease made between IPSCO Steel, as site lessor, and the Owner Trustee, as site lessee, and such other documentation entered into in connection therewith.

“Bank One Lease Obligation” means the amount of the rental obligation related to the Bank One Lease, calculated at the date of determination thereof, as the unpaid amount of such obligation for the corresponding period specified in Schedule P hereto, or such greater or lesser unpaid amount (calculated on the same basis as the amounts on Schedule P have been calculated) as is certified to be the Bank One Lease Obligation in the most recent Compliance Certificate delivered by IPSCO.

“Bankers’ Acceptance” has the meaning specified in Section 4.1.

“Beneficiary” means, in respect of any Letter, the beneficiary named in such Letter.

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“Borrowers” means, collectively, (i) IPSCO, IPSCO Saskatchewan, IPSCO Steel, IPSCO Enterprises, IPSCO A.L. and IPSCO A.I., (ii) any one or more of IPSCO’s direct or indirect Wholly-Owned Subsidiaries which executes and delivers an Assumption Agreement in order to become a Borrower and which has not executed and delivered a Release Agreement, and (iii) in each case their respective successors and permitted assigns, whether or not there are any Outstandings hereunder at the time; and “Borrower” means any one of the Borrowers.

“Borrower’s Canadian Dollar Account” means, with respect to any Canadian Borrower, the Canadian Dollar account maintained by such Borrower at the Canadian Account Branch, the particulars of which shall have been notified by such Borrower to the Agent, and communicated by the Agent to the Canadian Lenders.

“Borrower’s U.S. Dollar Account” means, with respect to: (i) any Canadian Borrower, the U.S. Dollar account maintained by such Borrower at the Canadian Account Branch, the particulars of which shall have been notified by such Borrower to the Agent; and (ii) any U.S. Borrower, the U.S. Dollar account maintained by such Borrower at the U.S. Account Branch, the particulars of which shall have been notified by such Borrower to the Agent.

“Borrowing” means a borrowing consisting of one or more Advances.

“Borrowing Notice” has the meaning specified in Section 3.2.

“Business Day” means any day of the year on which banks are not required or authorized to close in Toronto, Ontario, provided that where used in the context of a U.S. Dollar Advance, such day is also a day on which banks are not required or authorized to close in New York City or Houston, Texas and, where used in the context of a LIBOR Advance, such day is also a day on which dealings are carried on in the London interbank market.

“Canadian Account Branch” means the branch of the Agent at which a Canadian Borrower maintains its Borrower’s Canadian Dollar Account and Borrower’s U.S. Dollar Account from time to time, and at which the Agent maintains its Payment Account for Canadian Borrowers from time to time, as the Agent from time to time notifies the Canadian Borrowers.

7

“Canadian Borrower” means any Borrower formed under the laws of Canada, or any Province or Territory thereof.

“Canadian Dollars” and “Cdn. $” each mean lawful money of Canada.

“Canadian Lenders” means the Lenders specified as Canadian Lenders in Schedule B and any Assignee of a Canadian Lender that has delivered an Assignment Agreement, and “Canadian Lender” means any one of the Canadian Lenders.

“Canadian Lender Groups” means, at any particular time, those Lender Groups that include a Canadian Lender.

“Canadian Plan” means (a) a “pension plan” or “plan” which is a “registered pension plan” as defined in the Income Tax Act (Canada) or pension benefits standards legislation in any jurisdiction of Canada and is applicable to employees resident in Canada or to any Canadian Borrowers or Guarantors; and (b) any other defined benefit, supplemental pension benefit plan or similar arrangement applicable to any employee of any Canadian Borrower or Guarantor.

“Canadian Welfare Plan” means any life, medical, health, dental, hospitalization, disability, travel, accident, accidental health and dismemberment insurance or other employee benefit or welfare plan, agreement or arrangement, other than a Canadian Plan, applicable to any employee of any Canadian Borrower or Guarantor, whether or not insured and whether or not subject to any Law, but excludes any statutory plan by which any Canadian Borrower is required to comply, including the Canada Pension Plan or plans administered pursuant to applicable provincial health, workers’ compensation and employment insurance legislation.

“Capitalized Lease” means any lease under which the obligation to make rental payments constitutes a Capitalized Lease Obligation.

“Capitalized Lease Obligation” means any rental obligation relating to a lease which, under GAAP, would be required to be capitalized on the books of IPSCO and its Consolidated Subsidiaries, calculated at the date of determination thereof as the amount thereof accounted for as indebtedness in accordance with GAAP.

8

“Cash Equivalents” means

(a)marketable obligations with a maturity of 720 days or less issued or directly and fully guaranteed or issued by the government of the United States of America or Canada or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America or Canada is pledged in support thereof);

(b)demand and time deposits and certificates of deposit or acceptances with a maturity of 360 days or less of any U.S. financial institution that is a member of the United States Federal Reserve System or any bank organized under the laws of Canada having combined capital and surplus and undivided profits of not less than $500,000,000 and, in the case of any such U.S. financial institution, is assigned at least a “B” rating by Thomson Financial Bank Watch;

(c)commercial paper maturing no more than 360 days from the date of purchase thereof issued by a corporation that is not a Borrower or an affiliate of a Borrower, and is organized under the laws of any state of the United States of America or the District of Columbia or Canada or any province or territory thereof and rated at least A-2 by S&P, at least P-2 by Moody’s or R-1 (low) by DBRS;

(d)repurchase obligations with term of not more than ten days for underlying securities of the types described in clause (a) above entered into with any commercial bank meeting the specifications in clause (b) above; and

(e)investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (a) through (d) above.

“Change of Control” means, with respect to IPSCO, the acquisition by any person or group of Persons who are associates (as such term is defined in the Securities Act (Ontario)), or who act together in concert for such purpose of (i) shares or other voting securities of IPSCO to which are attached more than 30% of the votes that may be cast to elect directors or other Persons charged with the direction of the management of IPSCO and which, if exercised, are

9

sufficient to elect a majority of such directors or other management Persons, or (ii) any other right to appoint a majority of such directors or other management Persons or with respect to any Person who from time to time has previously met the foregoing test the further acquisition by such Person or group of Persons who are associates (as such term is defined in the Securities Act (Ontario)) or who act together in concert for such purpose of any further units or other voting securities of IPSCO.

“Claim” means any claim of any nature whatsoever, including any demand, liability, obligation, debt, cause of action, suit, proceeding, judgment, award, assessment and reassessment.

“Closing” means the date of execution of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Code Affiliate” means each Person which, together with IPSCO or any of its Subsidiaries, is treated as a “single employer” under Subsection (b), (c), (m) or (o) of Section 414 of the Code.

“Commitment” means U.S. $150,000,000, as the same may be reduced from time to time pursuant to Section 2.7, or increased pursuant to Section 2.8.

“Compliance Certificate” means a certificate in the form of Schedule L hereto.

“Consolidated Assets” means, at any time, the Assets of IPSCO Consolidated at such time.

“Consolidated Current Assets” means, at any time, all current assets of IPSCO Consolidated at such time.

“Consolidated Current Liabilities” means, at any time, all Current Liabilities of IPSCO Consolidated at such time.

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“Consolidated Debt” means, at any time, the sum of: (i) all Debt of IPSCO Consolidated at such time; and (ii) the Bank One Lease Obligation (to the extent not otherwise included as Debt of IPSCO Consolidated in accordance with GAAP).

“Consolidated EBITDA”means, at any time with respect to IPSCO Consolidated, Consolidated Net Income for IPSCO’s most recently completed four Financial Quarters, plus:

(a)amounts deducted in calculating net income or net loss in respect of non-cash expenses, depreciation and amortization; and

(b)amounts deducted in calculating such net income or net loss in respect of Consolidated Interest Expense, net of interest income added in calculating such net income or net loss;

(c)amounts deducted in calculating such net income or net loss in respect of Income Tax Expense whether or not deferred;

and excluding for such period:

(d)any gain or loss attributable to the sale, conversion or other Disposition of Assets out of the ordinary course of business; and

(e)any gain resulting from the write-up of Assets or any loss resulting from the write-down of Assets; and

(f)all non-cash gains, non-cash losses or other non-cash amounts that were included in such net income; and

(g)any gain or loss on the repurchase or redemption of any securities (including in connection with the early retirement or defeasance of any Debt); and

(h)any other extraordinary or non-recurring items;

all of which shall be calculated on a rolling four quarter basis.

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“Consolidated Fixed Charges” means, for any period for IPSCO Consolidated, without duplication, the aggregate of (a) Consolidated Interest Expense for such period, plus (b) proforma scheduled payments of principal for the 12 months immediately following such period, including pro forma scheduled payment of principal in respect of the 7.80% unsecured debentures of IPSCO maturing December 1, 2006, net (in the case of such 7.80% unsecured debentures only) of available cash on hand and Cash Equivalents during such period (for greater certainty, the inclusion of cash on hand will be applied, without duplication, to the 7.80% debentures and can in no event result in a calculation in respect of such 7.80% unsecured debentures rendering a number less than zero), plus (c) Income Tax Expense (excluding the deferred portion thereof) of IPSCO Consolidated with respect to such period, plus (d) common and preferred dividends paid with respect to such period, plus (e) Rental Expense, determined in each case for IPSCO Consolidated in accordance with GAAP.

“Consolidated Free Cash Flow” means, for any period for IPSCO Consolidated, the sum of (a) Consolidated EBITDA, plus (b) Rental Expense for such period, minus (c) Maintenance Capital Expenditures during such period, determined in each case for IPSCO Consolidated.

“Consolidated Interest Expense” means, for any period for IPSCO Consolidated, without duplication, the aggregate expense incurred by such Persons during such period for interest, capitalized interest and other financing charges in connection with indebtedness incurred by such Persons, determined in each casefor IPSCO Consolidated.

“Consolidated Net Income” means, for any period, the net income (loss) after tax of IPSCO Consolidated for such period.

“Consolidated Revenue” means, for any period, the Revenue of IPSCO Consolidated for such period.

“Consolidated Shareholders Equity” means, at any time, in respect of IPSCO Consolidated, the sum of: (i) the stated capital of all of the outstanding Equity Interests of IPSCO Consolidated; (ii) the amount, without duplication, of any contributed surplus as set forth in the financial statements of IPSCO Consolidated; (iii) the accumulated retained earnings of IPSCO

12

Consolidated; and (iv) accumulated exchange gains or losses arising from the translation of the financial statements of self-sustaining operations for IPSCO Consolidated at such time, in each case determined as at the end of its most recently completed Financial Quarter.

“Consolidated Subsidiary” means at any time, in respect of any Person, any other Person the accounts of which are or should, in accordance with GAAP, be consolidated with those of such first-mentioned Person in its consolidated financial statements at such time.

“Consolidated Tangible Assets” means, for any period, the Tangible Assets of IPSCO Consolidated for such period.

“Consolidated Tangible Net Worth” means, at any time, in respect of IPSCO Consolidated, Consolidated Shareholders Equity at such time, but excluding the net book value of all Assets which would be treated as intangible under GAAP at such time.

“Consolidated Total Assets” means, at any time, the sum of the Assets of IPSCO Consolidated at such time.

“Consolidated Total Capitalization” means, at any time, the sum of Consolidated Shareholders Equity and Consolidated Debt at such time.

“Credit Documents” means this Agreement, the Drafts, the Bankers’ Acceptances, the BA Equivalent Notes, the Letters, all Ancillary Agreements, and all other certificates and instruments delivered or given pursuant to this Agreement or any Ancillary Agreement; and “Credit Document” means any one of the Credit Documents.

“Credit Facility” means the revolving credit facility to be made available to the Borrowers hereunder for general corporate purposes, including working capital and capital expenditures, repayment of indebtedness, permitted acquisitions, permitted investments, and permitted construction and operation of additional manufacturing and processing facilities.

“Credit Party” means any Borrower or Guarantor.

“Current Liabilities” means, in respect of any Person, all current liabilities of such Person at such time.

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“DBRS” means Dominion Bond Rating Services, and includes any successor rating agency to DBRS, and where reference is made herein to a rating category of DBRS, such rating category shall include the equivalent corresponding rating category used by any such successor rating agency.

“Debt” means, in respect of any Person, without duplication and, except as provided in item (b) below, without regard to any uncapitalized interest component thereof (whether actual or imputed) that is not due and payable, the aggregate of the following amounts, unless the context otherwise requires:

(a)indebtedness for borrowed money (including, without limitation, by way of overdraft) or obligations or indebtedness represented by bonds, debentures, notes payable, drafts accepted and similar instruments representing extensions of credit;

(b)the face amount of all bankers’ acceptances and similar instruments;

(c)all liabilities for credit extended to such Person upon which interest charges are customarily paid by that Person;

(d)capital stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, for cash or securities constituting Debt;

(e)all Capitalized Lease Obligations and obligations in respect of the deferred purchase price of Assets or services (including obligations in respect of Purchase Money Mortgages);

(f)the amount of all contingent liabilities in respect of any Letters and other outstanding letters of credit, letters of guarantee and similar instruments; and

(g)the amount of the contingent liability under any guarantee (other than by endorsement of negotiable instruments for collection or deposit in the ordinary

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course of business) in any manner or any part or all of an obligation of another Person of the type described in items (a) – (f) above;

and, for greater certainty, includes Debt permitted to be incurred in accordance with the terms of this Agreement to the extent that such permitted Debt falls within any of the foregoing categories; provided that trade payables and Non-Capitalized Lease Obligations incurred or entered into in the ordinary course of business do not constitute Debt.

“Default” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“Disposition” means, with respect to any Asset of any Person, any direct or indirect sale, lease (where such Person is the lessor of such Asset), assignment, transfer (including any transfer of title or possession), exchange, conveyance, release or gift of such Asset, including by means of a Sale-Leaseback Transaction, a liquidation, dissolution or winding-up; and “Dispose” and “Disposed” have meanings correlative thereto.

“Draft” means, at any time, a blank bill of exchange within the meaning of the Bills of Exchange Act (Canada) in substantially the form set out in Schedule D hereto drawn by a Canadian Borrower on a BA Lender and bearing such distinguishing letters and numbers as such Lender may determine, but which at such time, except as otherwise provided herein, has not been completed or stamped by such Lender.

“Election Notice” has the meaning specified in Section 3.4(2).

“Encumbrances” means liens, charges, mortgages, pledges, security interests, adverse claims, defects of title, restrictions, voting trusts, any other rights of a similar nature of third parties relating to any Assets and any other encumbrances of any kind.

“Environmental Laws” means all applicable Laws relating to the environment, health and safety matters or conditions, Hazardous Substances, pollution or protection of the environment, including Laws relating to: (i) on-site or off-site contamination; (ii) occupational health and safety; (iii) chemical Substances or products; (iv) Releases of pollutants, contaminants, chemicals or other industrial, toxic or radioactive Substances or Hazardous

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Substances into the environment; and (v) the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances.

“Equity Interests” means, as to any Person, all shares, interests, rights, participations or other equivalents of capital stock of (or other ownership or profit interests or units in) such Person and/or any warrants, options or other rights for purchase or acquisition from such Person of any of the foregoing.

“Equity Issuance” means any issuance by any Person to any other Person of any Equity Interests in such first mentioned Person.

“Equivalent Cdn. $ Amount” means, on any day with respect to any amount of U.S. Dollars, the equivalent amount of Canadian Dollars determined by using the quoted spot rate at which the Agent’s principal office in Toronto offers to provide Canadian Dollars in exchange for U.S. Dollars in Toronto at 12:00 noon (Toronto time) on such day.

“Equivalent U.S. $ Amount” means, on any day with respect to any amount of Canadian Dollars, the equivalent amount of U.S. Dollars determined by using the quoted spot rate at which the Agent’s principal office in Toronto offers to provide U.S. Dollars in exchange for Canadian Dollars in Toronto at 12:00 noon (Toronto time) on such day.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any Borrower, any corporation which is a member of the same controlled group of corporations as such Borrower or any trade or business which is under common control with such Borrower, within the meaning of Section 414 of the Code.

“ERISA Companies” means, with respect to any Borrower, such Borrower and its ERISA Affiliates; and “ERISA Company” means any one of such ERISA Companies.

“Event of Default” has the meaning specified in Section 9.1.

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“Existing Revolving Agreement” means the existing amended and restated revolving credit agreement dated as of October 13, 2000, as amended, among (inter alia) IPSCO, other borrowers, the Agent and various lenders.

“Face Amount” means, in respect of: (i) a Bankers’ Acceptance or BA Equivalent Note, the amount payable to the holder thereof on its maturity; and (ii) a Letter, the maximum amount payable to the Beneficiary thereunder.

“Federal Funds Rate” means, for any particular day, the variable rate of interest per annum equal to the weighted average rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day which is a business day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

“Fees” means any and all fees payable by a Borrower pursuant to this Agreement or any Ancillary Agreement, including the Standby Fee and the Agency Fee.

“Financial Quarter” means, in relation to a Borrower, each period of 3 consecutive months beginning on the first day of the first month of such Borrower’s Financial Year.

“Financial Year” means, in relation to a Borrower, its financial year.

“Floating Rate” means, for any particular day, the sum of (A) the Prime Rate and (B) the Applicable Margin.

“Floating Rate Advance”means an Advance denominated in Canadian Dollars which bears interest based on the Floating Rate.

“GAAP” means, at any time, generally accepted accounting principles which are in effect from time to time in Canada as established by the Canadian Institute of Chartered Accountants, or any successor Person, at such time.

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“Governmental Entity” means any: (i) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Guarantees” means the IPSCO Guarantee, the IPSCO Saskatchewan Guarantee, the IPSCO Steel Guarantee, the IPSCO Enterprises Guarantee, the IPSCO A.L. Guarantee and the IPSCO A.I. Guarantee and any other Subsidiary Guarantees; and “Guarantee” means any one of such Guarantees.

“Guarantor” means (i) each Person executing and delivering a Guarantee, (ii) each Wholly-Owned Material Subsidiary that is not a Borrower, and (iii) such other Persons as IPSCO may from time to time designate by notice in writing to the Agent and the Lenders.

“Hazardous Substance” means any Substance which is or is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law, whether or not such Substance is defined as hazardous under the Environmental Law.

“Hedging Transaction” means any interest rate swap, basis swap, forward rate transaction, currency hedging or swap transaction, cap transaction, floor transaction, collar transaction or other similar transaction, whether with respect to interest rates, currencies, commodities or otherwise, or any option with respect to such a transaction or combination of any such transactions.

“Hedging Liabilities” means any amounts, determined at a particular time, in relation to any Person, with respect to all Hedging Transactions entered into by such Person, equal to the net amount, if any, such Person would be required to pay as liquidation or termination payments under all such Hedging Transactions if all such Hedging Transactions were liquidated or terminated at such time, giving effect to the amounts payable or receivable under each such Hedging Transaction.

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“Houston Lease Obligation” means the obligations owing from time to time pursuant to the master lease agreement dated June 26, 2001 and related equipment schedules between IPSCO Texas Inc., as lessee, and LaSalle National Leasing Corporation, as lessor, pursuant to which IPSCO Texas Inc. leased from LaSalle National Leasing Corporation certain steel manufacturing equipment located at its coil processing facility in Houston, Texas.

“Income Tax Expense” means, on a consolidated basis, for any Person for any period, without duplication, the aggregate of all taxes paid or payable by such Person based on the income, capital or business of such Person for such period.

“Interest Period” means, for each LIBOR Advance, a period which commences: (i) in the case of the initial Interest Period, on the date such Advance is made or converted from another Type of Advance or Accommodation; and (ii) in the case of any subsequent Interest Period, on the last day of the immediately preceding Interest Period, and which ends, in either case, on the day selected by the Borrower in the applicable Borrowing Notice or Election Notice in accordance with this Agreement.  The duration of each Interest Period shall, subject to the Agent’s right to restrict such Interest Period, be 1, 2, 3, 6 or 12 months, unless the last day of an Interest Period would otherwise occur on a day other than a Business Day, in which case the last day of such Interest Period shall be extended to occur on the next Business Day or if such extension would cause the last day of such Interest Period to occur in the next calendar month, the last day of such Interest Period shall occur on the preceding Business Day.

“Investment” means any direct or indirect advance, loan or other extension of credit (other than in the ordinary course of business) or capital contribution to (by means of transfers of property to others, or payments for property for the account or use of others, or otherwise), or assumption of debt in connection with the acquisition of, or purchase or other acquisition of any shares, equity interests, indebtedness, bonds, notes or other securities of, or all or substantially all of the Assets and/or business of, any Person, including acquisitions by amalgamation or other forms of merger.  For greater certainty, “Investment” means and includes the portion of any Investment satisfied in whole or in part by assumption of debt or other liabilities.

“IPSCO” means IPSCO Inc.

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“IPSCO A.I.” means IPSCO Steel (Alabama) Inc., a corporation incorporated under the laws of the State of Alabama, a Wholly-Owned Subsidiary of IPSCO.

“IPSCO A.L.” means IPSCO Alabama Ltd. a limited partnership organized under the laws of the State of Alabama, a Wholly-Owned Subsidiary of IPSCO.

“IPSCO A.I. Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by IPSCO A.I. in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness of IPSCO to the Agent and the Lenders under the Credit Documents.

“IPSCO A.L. Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by IPSCO A.L. in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness of IPSCO to the Agent and the Lenders under the Credit Documents.

“IPSCO Consolidated” means, collectively and on a consolidated basis, IPSCO and each of its Consolidated Subsidiaries, and where the context requires, IPSCO and each of its Consolidated Subsidiaries on an individual basis.

“IPSCO Enterprises” means IPSCO Enterprises Inc., a corporation incorporated under the laws of the State of Delaware, a Wholly-Owned Subsidiary of IPSCO.

“IPSCO Enterprises Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by IPSCO Enterprises in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness of IPSCO to the Agent and the Lenders under the Credit Documents.

“IPSCO Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by IPSCO in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness to the Agent and the Lenders under the Credit Documents of each Wholly-Owned Subsidiary of IPSCO which (i) is a Borrower that is initially a party to this Agreement or (ii) which executes an Assumption Agreement in order to become a Borrower and which has not executed and delivered a Release Agreement.

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“IPSCO Saskatchewan” means IPSCO Saskatchewan Inc., a corporation incorporated under the laws of Canada, a Wholly-Owned Subsidiary of IPSCO.

“IPSCO Saskatchewan Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by IPSCO Saskatchewan in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness of IPSCO to the Agent and the Lenders under the Credit Documents.

“IPSCO Steel” means IPSCO Steel Inc., a corporation incorporated under the laws of the State of Delaware, a Wholly-Owned Subsidiary of IPSCO.

“IPSCO Steel Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by IPSCO Steel in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness of IPSCO to the Agent and the Lenders under the Credit Documents.

“Issue” means an issue of a Letter by a Lender pursuant to Article 5.

“Issue Date” has the meaning specified in Subsection 5.2(1).

“Issue Fee” means, with respect to each Letter issued hereunder, the amount equal to the Applicable Margin multiplied by the aggregate Face Amount of the Letter, calculated on the basis of the term of the Letter and a year of 365 days or 366 days in the case of a leap year.

“Issue Notice” has the meaning specified in Subsection 5.2(1).

“Issuing Lender” means (i) with respect to a Canadian Borrower, The Toronto-Dominion Bank, in its capacity as issuer of Letters hereunder, and (ii) with respect to a U.S. Borrower, Toronto Dominion (Texas) LLC, in its capacity as issuer of Letters hereunder.

“Laws” means all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies or guidelines having the force of law, or any provisions of the foregoing, including general principles of common and civil law and equity,

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binding on or affecting the Person referred to in the context in which such word is used; and “Law” means any one of the foregoing.

“Lenders” means the Canadian Lenders and the U.S. Lenders, and “Lender” means any of the Lenders.

“Lender Groups” means:  (i) The Toronto-Dominion Bank and Toronto Dominion (Texas) LLC; (ii) JPMorgan Chase Bank, N.A., Toronto Branch and JPMorgan Chase Bank, N.A.; (iii) Royal Bank of Canada and Royal Bank of Canada, acting through a New York Branch; (iv) Bank of America N.A., by its Canada Branch and Bank of America, N.A.; (v) ABN AMRO Bank N.V., Canada Branch and ABN AMRO Bank N.V.; (vi) Wells Fargo Bank, National Association; (vii) The Bank of Nova Scotia and The Bank of Nova Scotia, by its Atlanta Agency; (viii) Bank of Montreal and Bank of Montreal, Chicago Branch; (ix) Fifth Third Bank (Chicago); and (x) any assignee of a Lender Group or any substitute Lender Group; in each case which has delivered an Assignment Agreement, and “Lender Group” means any one of the Lender Groups.

“Lender Group Commitment” means, at any particular time, with respect to a particular Lender Group, the amount set forth in Schedule B hereto as the Lender Group Commitment of such Lender Group under the Credit Facility, as the same may be reduced or increased from time to time pursuant to this Agreement.

“Letter” means a commercial letter of credit, a stand-by letter of credit or a letter of guarantee (each of which is a “Type” of Letter) issued or to be issued by a Lender for the account of the Borrower pursuant to Article 5 and in such form as such Lender may from time to time approve.

“LIBOR” means: (i) for each Interest Period for each LIBOR Advance made to a Canadian Borrower, the rate for deposits in U.S. $ for a period comparable to such Interest Period which is quoted on the Telerate screen (Page 3750) as of 11:00 a.m. (London time) two Business Days before the first day of such Interest Period, or if the Telerate screen (Page 3750) is not available, as quoted by such other official reporting service as reasonably determined by the Agent; and (ii) for each Interest Period for each LIBOR Advance made to a U.S. Borrower, the

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rate obtained by dividing (x) the rate for deposits in U.S. $ for a period comparable to such Interest Period which is quoted on the Telerate screen (page 3750) as of 11:00 a.m. (London time) two Business Days before the first day of such Interest Period, by (y) the remainder of 1.0 minus the Reserve Percentage.

“LIBOR Advance” means an Advance bearing interest as provided in Section 3.3(1)(d).

“LIBOR Rate” means the interest rate per annum equal to LIBOR, plus the Applicable Margin.

“Loss” means any loss whatsoever, whether direct or indirect, including expenses, costs, damages, judgments, penalties, fines, charges, claims, demands, liabilities, loss of profits, interest, and any and all legal fees and disbursements, on a solicitor and his own client basis.

“Maintenance Capital Expenditures” means, for any period for IPSCO Consolidated, the aggregate capital expenditures paid or payable by such Persons during such period for the maintenance of fixed assets with a useful life of one year or more.

“Majority Lenders” means, at any time, such group of Lender Groups whose Lender Group Commitments aggregate at least 66^2/3% of the aggregate of the Lender Group Commitments of all the Lender Groups at such time.  If, at such time, the Commitment has been terminated, then Majority Lenders shall mean such group of Lender Groups whose Outstandings aggregate at least 66^2/3% of the Total Outstandings of all the Lender Groups.

“Material Adverse Effect” means a material adverse effect (or a series of adverse effects, none of which is material in and of itself but which, cumulatively, result in a material adverse effect) on: (i) the business, operations, Assets or financial condition of IPSCO Consolidated, measured as a whole; or (ii) the ability of IPSCO, or the ability of any other Borrower with the assistance of IPSCO, to observe, perform or comply with any of its payment obligations under this Agreement or any other Credit Document to which such Borrower is a party; or (iii) the validity or enforceability of any of the Credit Documents or the rights and remedies of the Agent or any of the Lenders under any of the Credit Documents.

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“Material Subsidiary” means, at any time:  (i) any Consolidated Subsidiary of IPSCO having Tangible Assets in excess of 5% of Consolidated Tangible Assets or having Revenue in excess of 5% of Consolidated Revenue, determined at the end of the most recently completed Financial Quarter of IPSCO based on the financial statements of IPSCO Consolidated delivered pursuant to Sections 8.1(1)(a) and 8.1(1)(b) and reflected in the Compliance Certificate delivered pursuant to Section 8.1(1)(d) for the most recently completed Financial Quarter; and (ii) any Consolidated Subsidiary of IPSCO designated by notice in writing given by IPSCO to the Agent to be a “Material Subsidiary”; provided that, any such Consolidated Subsidiary so designated as a “Material Subsidiary” shall at all times thereafter remain a “Material Subsidiary” for the purposes of this Agreement unless otherwise agreed to by the Borrowers and the Majority Lenders.

“Maturity Date” means November 19, 2007.

“Moody’s” means Moody’s Investor Service, Inc. and includes any successor rating agency to Moody’s, and where reference is made herein to a rating category of Moody’s, such rating category shall include the equivalent corresponding rating category used by any such successor rating agency.

“Multiemployer Plan” shall mean any U.S. Plan which is a “Multiemployer Plan” (as such term is defined in Section 4001(a)(3) of ERISA).

“Net Available Equity Issuance Proceeds” means, with respect to any Equity Issuances to Persons other than (i) IPSCO, (ii) any of its Consolidated Subsidiaries, or (iii) directors, officers, employees or other independent contractors of any of IPSCO Consolidated under applicable director, executive or employee compensation plans of IPSCO Consolidated, whether private or public, the net amount equal to the aggregate amount received in cash (including any cash received by way of deferred advance or instalment but only as and when such cash is so received) in connection with such Equity Issuance, less the reasonable fees, commissions and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Agent upon request therefore) incurred or paid for any Borrower or Subsidiary in connection with such Equity Issuance.

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“Non-BA Lender” means a Canadian Lender which is not permitted by applicable Law or customary market practices to create a Bankers’ Acceptance for the purposes of subsequent sale.

“Non-Capitalized Lease” means any lease of Assets employed or utilized in the businesses of IPSCO Consolidated and having an original term of one year or more (inclusive of all renewal terms), under which the obligation to make rental payments does not constitute a Capitalized Lease Obligation.

“Non-Capitalized Lease Obligation” means any rental obligation relating to a Non-Capitalized Lease.

“Notice” means any claim, citation, directive, request for information, statement of claim, notice of investigation or other similar communication from any Person.

“Original Currency” has the meaning specified in Section 10.6(1).

“Other Currency” has the meaning specified in Section 10.6(1).

“Outstandings” means, with respect to any Lender at any time, an amount calculated in U.S. Dollars at such time equal to the sum of: (i) the aggregate principal amount of all outstanding Advances by such Lender (in the case of Advances in currencies other than U.S. Dollars, the Equivalent U.S. $ Amount will apply for purposes of this calculation); (ii) the Equivalent U.S. $ Amount of the aggregate Face Amount of all outstanding Bankers’ Acceptances stamped or BA Equivalent Notes purchased by such Lender; and (iii) the aggregate Face Amount of all Letters issued by any Lender at such time.

“Owner Trustee”means the trustee under the trust agreement made in contemplation of the Bank One Lease between First Chicago Leasing Corporation, as settlor and beneficiary, and State Street Bank and Trust Company of Connecticut, National Association, as trustee, creating IPSCO Trust No. 2000-1.

“Payment Account” means such account or accounts maintained by the Agent at the Canadian Account Branch in respect of the Canadian Borrowers and at the U.S. Account Branch

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in respect of the U.S. Borrowers, as the Agent from time to time notifies the Lenders and the relevant Borrowers.

“Permitted Encumbrances” means, with respect to any Person, any one or more of the following:

(a)any Encumbrance resulting from security given to a public utility or Governmental Entity when required by such utility or Governmental Entity in connection with the operation of the business of such Person;

(b)any Encumbrance resulting from the deposit of cash or securities in connection with contracts (other than Agreements for Borrowed Money), tenders or expropriation proceedings, or to secure worker’s compensation, surety appeal bonds or costs of litigation when required by Law, and public and statutory obligations;

(c)any Encumbrance, payment of which has been provided for by the depositing with the Agent of an amount in cash, or the obtaining of a surety bond satisfactory to the Agent in its absolute discretion, sufficient in either case to pay or discharge the same and which deposit or bond the Agent is authorized to use or draw upon for that purpose;

(d)carriers’, warehousemen’s, mechanics’, material-men’s, repairmen’s or other similar Encumbrances arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested at the time by the Person in good faith by proper legal proceedings if: (i) adequate reserves with respect thereto are maintained on the books of such Person, if required in accordance with GAAP; and (ii)  to the extent that such Encumbrances relate to Assets that are material to the business of the Person, such Encumbrances do not materially interfere with the use of such Assets by the Person or involve any immediate danger of the sale, forfeiture or loss of such Assets;

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(e)covenants restricting or prohibiting access to or from real property abutting on controlled access highways, which do not adversely impair in any material respect the use of the real property concerned in the operation of the business conducted on such real property;

(f)Encumbrances affecting real property of the Person which are leasehold or license interests and relating to real property that is not otherwise required in the conduct of the business of such Person;

(g)Encumbrances affecting real property of the Person which are: (i) title defects, encroachments or irregularities of a minor nature; or (ii) restrictions, easements, rights-of-way, servitudes or other similar rights in land (including, without restriction, rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved by other Persons, and in each case to the extent that such Encumbrances relate to real property that is material to the business of the Person, such Encumbrances do not materially interfere with the use of such real property by the Person;

(h)Encumbrances existing on the date hereof and disclosed in Schedule E only to the extent such Encumbrances conform to their description in Schedule E, including the Encumbrances resulting from the Bank One Lease Documentation, the Houston Lease Obligation and the St. Paul Lease Obligation covering the real and personal property that is the subject thereof, as such property is more particularly described in Schedule E hereto;

(i)Encumbrances for Debt or Hedging Liabilities, provided that the aggregate principal amount of the underlying Debt and Hedging Liabilities secured by all such Encumbrances, together with the aggregate principal amount of the underlying Debt secured by any and all Encumbrances of the type referred to in clause (l) of this definition, but not including any amount owing in respect of

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Encumbrances of the type referred to in clauses (c), (d), (h), (k), (p) or (q) of this definition, does not exceed U.S. $25,000,000 at any time;

(j)Encumbrances for taxes, assessments or governmental charges or levies not at the time due and delinquent or the validity of which is being contested at the time by the Person in good faith by proper legal proceedings if: (i) adequate reserves with respect thereto are maintained on the books of such Person, if required in accordance with GAAP; and (ii) to the extent that such Encumbrances relate to Assets that are material to the business of the Person, such Encumbrances do not materially interfere with the use of such Assets by the Person or involve any immediate danger of the sale, forfeiture or loss of such Assets;

(k)Encumbrances resulting from any judgment rendered or Claim filed against the Person which the Person shall be contesting in good faith by proper legal proceedings if: (i) adequate reserves with respect thereto are maintained on the books of such Person, if required in accordance with GAAP; and (ii) to the extent that such Encumbrances relate to Assets that are material to the business of the Person, such Encumbrances do not materially interfere with the use of such Assets by the Person or involve any immediate danger of the sale, forfeiture or loss of such Assets;

(l)subject to the monetary limitation set out in clause (i) of this definition, Purchase Money Mortgages;

(m)the reservations, limitations, provisos and conditions, if any, expressed in any original grants of real property from the Crown;

(n)the right reserved to or vested in any Governmental Entity by any statutory provision, or by the terms of any lease, licence, franchise, grant or permit of the Person, to terminate any such lease, license, franchise, grant or permit or to require annual or other payments as a condition to the continuance thereof;

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(o)undetermined or inchoate Encumbrances arising in the ordinary course of business which have not at such time been filed pursuant to Law against the Person or which relate to obligations not due or delinquent;

(p)Encumbrances in favour of any Credit Party permitted by this Agreement;

(q)Encumbrances for Debt on Assets of any Person existing at the time such Person is acquired or merged with or into or consolidated with IPSCO or any of the other Credit Parties (and not created in anticipation or contemplation thereof) provided that the aggregate principal amount of the underlying Debt secured by all such Encumbrances does not exceed U.S.$100,000,000; and

(r)zoning and building by-laws and ordinances, municipal by-laws, state or provincial laws, and regulations, which do not adversely affect in any material respect the use of real property concerned in the operation of the business conducted on such real property.

“Permitted Investments” means:

(a)Cash Equivalents; or

(b)demand deposits with the Agent or any Lender; or

(c)investments in securities of trade debtors or customers received pursuant to any order made in connection with a plan of compromise, arrangement or reorganization or similar arrangement upon the bankruptcy or insolvency of such trade debtors or customers; or

(d)stock, obligations or securities received by a Borrower or a Subsidiary in settlement of debts created in the ordinary course of business and owing to a Borrower or Subsidiary in satisfaction of judgements; or

(e)redemptions or repurchases by IPSCO of common shares of IPSCO effected in accordance with applicable securities laws and stock exchange requirements, provided that the aggregate number of common shares so redeemed or

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repurchased in any 12 month period does not exceed 5% of the issued and outstanding common shares at the commencement of such period; or

(f)such other investments approved in advance by the Agent, upon direction from Majority Lenders, in their sole discretion, acting reasonably.

“Person” means an individual, partnership, corporation, limited or unlimited liability company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“Prime Rate” means, for any day, the greater of: (i) the annual rate of interest expressed as a percentage per annum on the basis of a 365 or 366 day year, as the case may be, which the principal office of the Agent in Toronto, Ontario quotes, publishes and refers to as its “prime rate” and which is its reference rate of interest for commercial loans made by it in Canada in Canadian Dollars; and (ii) the rate for Canadian Dollar Bankers’ Acceptances having a term of one month that appears on the Reuters Screen CDOR Page at 10:00 a.m. (Toronto time), plus 0.75%, adjusted automatically with each quoted, published or displayed change in such rate, all without necessity of any notice to a Borrower or any other Person.

“Pro Rata Share” means, at any particular time: (i) with respect to a particular Lender, (A) when used with respect to an Accommodation to a Canadian Borrower, the ratio of the Lender Group Commitment of the Lender Group of such Lender at such time to the aggregate of the Lender Group Commitments of all the Canadian Lender Groups at such time and (B) when used with respect to an Accommodation to a U.S. Borrower, the ratio of the Lender Group Commitment of the Lender Group of such Lender at such time to the aggregate of the Lender Group Commitments of all the Lender Groups at such time; and (ii) when used with respect to a particular Lender Group, or in a context other than that referred to in clause (i)(A), the ratio of the Lender Group Commitment of a Lender Group at such time to the aggregate of the Lender Group Commitments of all the Lender Groups at such time.

“Purchase Money Mortgage” means, with respect to any Person, any Encumbrance (including any Encumbrances in respect of Capitalized Leases) charging tangible personal property acquired by such Person, which is granted or assumed by such Person or which arises

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by operation of Law substantially concurrently with and for the purpose of financing the acquisition of such property or to secure the unpaid purchase price thereof, in each case where: (i) the principal amount secured by such Encumbrance is not in excess of 75% of the cost to such Person of the Asset acquired; and (ii) such Encumbrance extends only to the tangible personal property acquired and the proceeds therefrom.

“Release” when used as a verb includes release, spill, leak, emit, deposit, discharge, leach, migrate or dispose into the environment and the term “Release” when used as a noun has a correlative meaning.

“Release Agreement” means an agreement in the form of Schedule M hereto which may be delivered by any Borrower that executes an Assumption Agreement to become a Borrower hereunder, but, for certainty, may not be delivered by any Borrower that is party to this Agreement at Closing. For greater certainty, if a Borrower executes a Release Agreement, and such Borrower is also a Material Subsidiary that, pursuant to Section 8.2(1) or other provisions of this Agreement, has been or would have been (but for the fact that such Material Subsidiary was a Borrower that had already executed a Subsidiary Guaranty) required to execute and deliver a Subsidiary Guarantee, then the execution and delivery of a Release Agreement by such Borrower shall release such Borrower only from its obligations under this Agreement, and its Subsidiary Guarantee shall remain in place and, in that regard, appropriate amendments shall be made to the form of agreement at Schedule M hereto to reflect the limited extent of any such release.

“Rental Expense” means, for any period, the aggregate amount of rental payments paid or payable by IPSCO Consolidated during such period in respect of the rental of real or personal property under any lease with an original term (including renewal terms) of one year or more. For greater certainty, “Rental Expense” is intended to include all such rental payments that are properly characterized as expenses on an income statement for leases which have an original term (including renewal terms) of one year or more in term.

“Reserve Percentage”means the percentage which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, as the maximum reserve requirement applicable with respect to

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Eurocurrency liabilities (as that term is defined in Regulation D), whether or not any U.S. Lender has any such Eurocurrency liabilities subject to such reserve requirement at that time.

“Revenue” means, for any period and with respect to any Person, the revenue of such Person for such period, excluding any revenue derived from intercompany transactions with any other Person the accounts of which are or should, in accordance with GAAP, be consolidated with those of such first-mentioned Person in its consolidated financial statements for such period.

“Sale-Leaseback Transaction” means, with respect to any Person, any direct or indirect arrangement entered into pursuant to which such Person transfer or causes the transfer of any Asset to another Person and leases such Assets back from such Person.

“St. Paul Lease Obligation” means the obligations owing from time to time pursuant to the master lease agreement dated December 20, 2000 and related equipment schedules between IPSCO Minnesota Inc., as lessee and Bank One Leasing Corporation, as lessor, pursuant to which IPSCO Minnesota Inc. leased from the Bank One Leasing Corporation certain steel manufacturing equipment located at its coil processing mill in St. Paul, Minnesota.

“S & P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies and includes any successor rating agency to S & P, and where reference is made herein to a rating category of S & P, such rating category shall include the equivalent corresponding rating category used by any such successor rating agency.

“Standby Fee” has the meaning specified in Section 2.9.

“Subsidiary” means, at any time, as to any Person, any corporation or other Person, if at such time the first mentioned Person owns, directly or indirectly, more than 50% of the Equity Interests in such other Person entitled ordinarily to vote in the election of the board of directors of, or Persons performing similar functions for, such other Person.

“Subsidiary Guarantee” means the guarantee agreement, substantially in the form of Schedule C hereto, to be made by each Wholly-Owned Subsidiary of IPSCO which (i) is a Borrower that is initially a party to this Agreement, (ii) executes an Assumption Agreement in order to become a Borrower and which has not executed and delivered a Release Agreement, or

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(iii) receives Assets from a Borrower and is required to execute and deliver a guarantee agreement pursuant to Section 8.2(2) of this Agreement, in each case in favour of the Agent, for the benefit of the Lenders, in respect of all present and future indebtedness of IPSCO to the Agent and the Lenders under the Credit Documents.

“Substance” means any substance, waste, liquid, gaseous or solid matter, fuel, micro-organism, sound, vibration, ray, heat, odour, radiation, energy vector, plasma and organic or inorganic matter.

“Syndication Agent” means JPMorgan Chase Bank, N.A., in its capacity as syndication agent, and its successors and assigns in such capacity.

“Tangible Assets” means, in respect of any Person, the gross book value as shown by the accounting books and records of such Person of all its Assets, less: (i) the net book value of all its licences, patents, patent applications, copyrights, trademarks, trade or brand names, goodwill, non-compete agreements or organizational expenses and other like intangibles; (ii) unamortized Debt discount and expense; (iii) all reserves for depreciation, obsolescence, depletion and amortization of its Assets excluding reserves for Assets in clause (i) above; and (iv) all other proper reserves for Assets which in accordance with GAAP should be provided in connection with the business conducted by such Person.

“Taxes” shall have the meaning specified in Section 10.12(a).

“Total Outstandings” means, at any time with respect to the Credit Facility, the aggregate amount in U.S. Dollars of all Outstandings under the Credit Facility at such time, calculated by reference to the Equivalent U.S. $ Amount in the case of Outstandings in currencies other than U.S. Dollars.

“U.S. Account Branch” means the branch of the Agent at which a U.S. Borrower maintains its U.S. Dollar account from time to time, and at which the Agent maintains its Payment Account for U.S. Borrowers from time to time, as the Agent from time to time notifies the U.S. Borrowers.

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“U.S. Base Rate” means, for any particular day: (i) in respect of a U.S. Base Rate Advance made in Canada to a Canadian Borrower, the sum of (A) the greater of: (x) the rate which the principal office of the Agent in Toronto, Ontario announces from time to time as its reference rate of interest for loans in U.S. Dollars to Canadian Borrowers; and (y) 0.75% above the Federal Funds Rate, in each case adjusted automatically with each change in such rate all without the necessity of any notice to a Borrower or any other Person, plus (B) the Applicable Margin; and (ii) in respect of a U.S. Base Rate Advance made in the United States to a U.S. Borrower, the variable rate of interest per annum equal to the U.S. Prime Rate for such day, plus the Applicable Margin.

“U.S. Base Rate Advance” means an Advance denominated in U.S. Dollars bearing interest based on the U.S. Base Rate.

“U.S. Borrower” means any Borrower formed under the laws of the United States of America, any State thereof or the District of Columbia.

“U.S. Dollars” and “U.S. $” means lawful money of the United States of America.

“U.S. Lender” means the Lenders specified as U.S. Lenders in Schedule B and any Assignee of a U.S. Lender that has delivered an Assignment Agreement, and “U.S. Lender” means any one of the U.S. Lenders.

“U.S. Lender Groups” means, at any particular time, those Lender Groups that do not include a Canadian Lender.

“U.S. Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by IPSCO or any ERISA Affiliate.

“U.S. Prime Rate” means, for any particular day, the greater of: (i) the variable rate of interest per annum, calculated on the basis of a year of 365 days or 366 days in the case of a leap year, equal to the rate of interest per annum announced by the Agent in New York for such day as its prime rate for U.S. Dollar loans made by it in the United States to U.S. borrowers; and (ii)

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0.75% above the Federal Funds Rate, in each case adjusted automatically with each change in such rate all without the necessity of any notice to a Borrower or any other Person.

“Voting Stock” means, with respect to any Person, any securities or other ownership interests in such Person having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such Person (irrespective of whether at the time securities of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Wholly-Owned Material Subsidiary” means, at any time and with respect to IPSCO or any Material Subsidiary, any Material Subsidiary 100% of all of the Equity Interests (including Voting Stock, but excluding only directors’ qualifying shares) of which is owned, directly or indirectly, by one or more of IPSCO or such first mentioned Material Subsidiary or by IPSCO’s or such first mentioned Material Subsidiary’s other Wholly-Owned Material Subsidiaries, at such time.

“Wholly-Owned Subsidiary” means, at any time and with respect to IPSCO or any Subsidiary, any Subsidiary 100% of all of the Equity Interests (including Voting Stock, but excluding only directors’ qualifying shares) of which is owned, directly or indirectly, by one or more of IPSCO or such first-mentioned Subsidiary or by IPSCO’s or such first-mentioned Subsidiary’s other Wholly-Owned Subsidiaries, at such time.

1.2Interpretation.

This Agreement shall be interpreted in accordance with the following:

(a)words denoting the singular include the plural and vice versa and words denoting any gender include all genders;

(b)headings shall not affect the interpretation of this Agreement;

(c)references to dollars, unless otherwise specifically indicated, shall be references to Canadian Dollars;

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(d)the word “including” shall mean “including without limitation” and “includes” shall mean “includes without limitation”;

(e)the expressions “the aggregate”, “the total”, “the sum” and expressions of similar meaning shall mean “the aggregate (or total or sum) without duplication”;

(f)in the computation of periods of time, unless otherwise expressly provided, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding”; and

(g)except to the extent otherwise defined or stipulated herein, all accounting terms and accounting calculations or determinations shall be construed or determined in accordance with GAAP and, where expressed in the context of IPSCO Consolidated, such calculations or determinations shall be made on a consolidated basis. To the extent that there are any changes in GAAP from time to time, the financial statements required to be delivered pursuant to this Agreement shall be prepared, and all calculations made for the purposes of this Agreement shall be made, by the application of GAAP, as changed from time to time. To the extent that GAAP does not change from time to time, GAAP may be applied on a basis that is not consistent with the application of GAAP for previous Financial Years of IPSCO Consolidated; provided that, without the prior written consent of the Majority Lenders, all calculations made for the purposes of determining compliance with the provisions of this Agreement shall be made by the application of GAAP applied on a basis consistent with the most recent audited financial statements of IPSCO Consolidated previously delivered to the Lenders.

1.3Other Credit Documents.

The provisions of Section 1.2 shall apply to the interpretation of all Credit Documents unless specifically otherwise indicated.

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1.4Severability.

If any provision of this Agreement or any other Credit Document is, or becomes, illegal, invalid or unenforceable, such provision shall be severed from this Agreement or such other Credit Document and be ineffective to the extent of such illegality, invalidity or unenforceability. The remaining provisions hereof or thereof shall be unaffected by such provision and shall continue to be valid and enforceable.

1.5Entire Agreement.

This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties relating to the subject matter hereof and entered into prior to the date of this Agreement, other than the Agency Fee Agreement.

1.6Waiver.

No failure on the part of the Agent or any of the Lenders to exercise, and no delay in exercising, any right under this Agreement or any other Credit Document shall operate as a waiver of such right; nor shall any single or partial exercise of any right under this Agreement or any other Credit Document preclude any other or further exercise thereof or the exercise of any other right; nor shall any waiver of one provision be deemed to constitute a waiver of any other provision (whether or not similar). No waiver of any of the provisions of this Agreement or any other Credit Document shall be effective unless it is in writing duly executed by the waiving party.

1.7Governing Law.

(1)This Agreement and all of the other Credit Documents shall be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein which apply to contracts made and to be performed entirely in Ontario; provided that the parties agree that the Subsidiary Guarantees may, in the sole discretion of the Agent, be stated to be governed by and interpreted in accordance with the laws of any other jurisdiction which would be a more appropriate jurisdiction in the circumstances.

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(2)The parties hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising under or related to the Agreement or any other Credit Document; provided that, with respect to the Subsidiary Guarantees which are stated to be governed by the laws of any other jurisdiction, the parties agree to attorn and submit to the non-exclusive jurisdiction of the courts of such other jurisdiction.

1.8Incorporation of Schedules.

The following schedules attached hereto shall, for all purposes hereof, be incorporated in and form an integral part of this Agreement:

Schedule A	Form of Assumption Agreement
Schedule B	Lender Groups and Commitments
Schedule C	Form of Guarantee
Schedule D	Form of Draft
Schedule E	Permitted Encumbrances
Schedule F	Applicable Margin
Schedule G	Form of Borrowing Notice
Schedule H	Form of Election Notice
Schedule I	Form of BA Issuance Notice
Schedule J	Form of Issue Notice
Schedule K	Addresses for Notice
Schedule L	Form of Compliance Certificate
Schedule M	Form of Release Agreement
Schedule N	Proceedings
Schedule O	Non-qualified Plans
Schedule P	Bank One Lease Obligation
Schedule Q	Restrictive Agreements

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Schedule R	Form of Assignment Agreement
Schedule S	Existing Letters of Credit/Letters of Guarantee

1.9Conflicts.

If a conflict or inconsistency exists between a provision of this Agreement and a provision of any of the other Credit Documents or any part thereof, then the provisions of this Agreement shall prevail.

ARTICLE 2
CREDIT FACILITY

2.1Credit Facility.

Each of the Lenders severally, but not jointly, agrees, on the terms and conditions of this Agreement, to make available to a Borrower that Lender’s Pro Rata Share of the Credit Facility by making such Accommodations to a Borrower as may be requested by a Borrower in accordance with this Agreement.

2.2Available Accommodations.

(1)Each of the Lenders shall, on the terms and conditions of this Agreement, make its Pro Rata Share of the following Accommodations available under the Credit Facility as follows:

(a)to a Canadian Borrower:  (i) Floating Rate Advances, U.S. Base Rate Advances and LIBOR Advances on the occasion of any Borrowing; (ii) in the case of a BA Lender, Bankers’ Acceptances or, in the case of a Non-BA Lender, BA Equivalent Notes, on the occasion of any BA Issuance; and (iii) Letters denominated in U.S. Dollars or Canadian Dollars on the occasion of any Issue;  and

(b)to a U.S. Borrower; (i) U.S. Base Rate Advances and LIBOR Advances on the occasion of any Borrowing; and (ii) Letters denominated in U.S. Dollars on the occasion of any Issue.

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provided that for all purposes of this Agreement and notwithstanding any other provision hereof:  (i) (A) only the Canadian Lenders shall make their Pro Rata Share of the Accommodations contemplated in Section 2.2(1)(a) to the Canadian Borrowers, and (B) only the Canadian Borrowers shall repay the Outstandings in respect of the Accommodations made to them pursuant to Section 2.2(1)(a) and all accrued and unpaid interest thereon to the Canadian Lenders through remitting payments to the appropriate Payment Account, as communicated to the Canadian Borrowers by the Agent from time to time; and (ii) (A) only the U.S. Lenders shall, subject to Section 2.2(2), make their Pro Rata Share of the Accommodations contemplated in Section 2.2(1)(b) to the U.S. Borrowers, and (B) only the U.S. Borrowers shall repay the Outstandings in respect of the Accommodations made to them pursuant to Section 2.2(1)(b) and all accrued and unpaid interest thereon to the U.S. Lenders through remitting payments to the appropriate Payment Account, as communicated to the U.S. Borrowers by the Agent from time to time.

(2)For certainty, no U.S. Lender Group shall make Accommodations to Canadian Borrowers. So long as any U.S. Lender Group or its Assignee consists only of a U.S. Lender, then with respect to any Accommodation to a U.S. Borrower, the Agent shall calculate each U.S. Lender’s Pro Rata Share of such Accommodation based on the relative Lender Group Commitments of all Lender Groups at the time of such Accommodation. If such calculation reveals that the Lender Groups other than the U.S. Lender Groups are not required to make available any part of such Accommodation because doing so would cause them to exceed their Lender Group Commitments, then the applicable U.S. Lender Groups shall, on the terms and conditions of this Agreement and so long as an appropriate portion of the Lender Group Commitment of such U.S. Lender Groups remains available, make the remaining portion of any such Accommodation to such U.S. Borrower, with the intent being that the Borrowers shall have the full amount of the Commitment available to them even though Accommodations made to U.S. Borrowers may, as a result of this Section 2.2(2), not be made by the U.S. Lenders in accordance with the Pro Rata Shares of their respective Lender Groups.

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2.3Commitments and Facility Limits.

(1)The Borrowers shall at all times cause (i) the Total Outstandings of the Lenders under the Credit Facility to be no greater than the Commitment and (ii) the aggregate amount in U.S. Dollars of all Outstandings of a Lender Group under the Credit Facility calculated by reference to the Equivalent U.S. $ Amount in the case of Outstandings in currencies other than U.S. Dollars, to be no greater than the Lender Group Commitment of such Lender Group, it being acknowledged that the Borrowers shall not be in Default, or required to take any corrective action, under this Section 2.3(1) if this provision is violated solely by reason of a Lender being a Defaulting Lender under Section 3.1(2) and other Lenders being Contributing Lenders under Section 3.1(2).

(2)Any portion of the Commitment which is not utilized by the Borrowers on Closing may be utilized from time to time thereafter on the terms and conditions of this Agreement.

(3)All Advances, Bankers’ Acceptances, BA Equivalent Notes and Letters requested hereunder shall be made available to a Borrower in accordance with Article 3, 4 and 5, respectively.

2.4Use of Proceeds.

The Borrowers shall use the proceeds of the Accommodations under the Credit Facility for general corporate purposes, including in respect of working capital and for capital expenditures, acquisitions and investments permitted in accordance with the terms of this Agreement, and toward financing the construction and operation of additional manufacturing and processing facilities; provided, however, that a Borrower shall not be entitled to use the proceeds of the Accommodations under the Credit Facility for the purposes of a take-over bid by such Borrower or in which such Borrower is involved, in respect of which the board of directors or comparable body of the target Person has not recommended acceptance of such take-over bid to the shareholders or comparable owners of the target Person.

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2.5Repayment of Facilities.

Unless demand is earlier made pursuant to Section 9.1, the Borrowers shall repay, and there shall become due and payable on the Maturity Date, the Outstandings and all accrued and unpaid interest thereon.

2.6Mandatory Repayments.

(1)If, on any day, the aggregate amount in U.S. Dollars of all Outstandings of a Lender Group under the Credit Facility, calculated by reference to the Equivalent U.S. $ Amount in the case of Outstandings in currencies other than U.S. Dollars, exceeds the Lender Group Commitment of such Lender Group for any reason other than a Lender being a Defaulting Lender under Section 3.1(2) and other Lenders being Contributing Lenders under Section 3.1(2), the Borrowers shall on that day:  (i) repay Borrowings; or (ii) make a payment to the Agent and irrevocably authorize and direct the Agent to apply such payment as a repayment of any LIBOR Advance to any Borrower on the last day of the Interest Period applicable thereto; or (iii) make a payment to the Agent and irrevocably authorize and direct the Agent to apply such payment as a repayment of the Borrowers’ reimbursement obligation in respect of any BA Issuance or Issue, on the next contract maturity date; or (iv) make a repayment referred to in clause (i), a payment referred to in (ii) and/or a payment referred to in clause (iii), in all cases so that the aggregate amount in U.S. $ of all Outstandings of a Lender Group under the Credit Facility, calculated by reference to the Equivalent U.S. $ Amount in the case of Outstandings in currencies other than U.S. Dollars, after the repayment referred to in clause (i), and less the amount of any payments held by the Agent pursuant to clauses (ii) and (iii), will not exceed the Lender Group Commitment of such Lender Group.

(2)If, on any day, the Total Outstandings of the Borrowers to the Lenders under the Credit Facility exceed the Commitment, the Borrowers shall on that day: (i) repay Borrowings; or (ii) make a payment to the Agent and irrevocably authorize and direct the Agent to apply such payment as a repayment of any LIBOR Advance to any Borrower on the last day of the Interest Period applicable thereto; (iii) make a payment to the Agent and irrevocably authorize and direct the Agent to apply such payment as a prepayment of the

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Borrowers’ reimbursement obligation in respect of any BA Issuance, on the next contract maturity date; or (iv) make a repayment referred to in clause (i), a payment referred to in clause (ii) and/or a payment referred to in clause (iii), in all cases so that the Total Outstandings under the Credit Facility after the repayment referred to in clause (i), and less the amount of any payments held by the Agent pursuant to clauses (ii) and (iii), will not exceed the Commitment.

2.7Cancellation of Undrawn Portion of Commitment.

(1)IPSCO may, subject to the provisions of this Agreement, reduce the amount of the Commitment under the Credit Facility, in whole or in part, without penalty or premium but subject, where applicable, to unwinding or redeployment costs to be charged to IPSCO, upon at least 30 days’ prior written notice to the Agent stating the proposed date of such permanent reduction, the aggregate principal amount of the reduction; and if such notice is given, the Borrowers shall, on the date specified in IPSCO’s notice, pay the Agent for the account of the relevant Lenders in accordance with such notice the amount, if any, by which the Outstandings under the Credit Facility exceed the proposed reduced amount of the Commitment and pay to the Agent for the account of the relevant Lenders all interest on the excess amount accrued to the date of such reduction. Each partial reduction of the Commitment shall be in a minimum aggregate principal amount of U.S. $5,000,000 and in an integral multiple of U.S. $100,000. Each partial reduction shall reduce the maximum Lender Group Commitment of each Lender Group pro rata based on the Lender Group Commitments of all the Lender Groups at such time.

(2)A Borrower may not pursuant to this Section prepay: (i) a LIBOR Advance except on the last day of the Interest Period applicable thereto; or (ii) the amount of any BA Issuance, except on the contract maturity date for the relevant Bankers’ Acceptance or BA Equivalent Note.

(3)The Credit Facility shall revolve and no payment under the Credit Facility shall, of itself, reduce the Commitment.

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2.8Additional Commitment.

(1)At any time and from time to time following the Closing, IPSCO may, at its sole option, by notice in writing (the “Request Notice”) to the Agent, request that the Commitment be increased by an amount not to exceed U.S. $50,000,000 (the “Commitment Increase Amount”), provided that no Lender Group shall be under any obligation to increase the amount of its Lender Group Commitment or participate in any Commitment Increase Amount. Any Request Notice delivered pursuant to this Section 2.8(1) shall specify (a) the requested Commitment Increase Amount; and (b) the effective date for such Commitment Increase Amount, which date shall not be less than 21 nor more than 180 days following the date of receipt of such Request Notice by the Agent. A request that the Lender Groups increase their Lender Group Commitment shall be made on a pro rata basis to the respective Lender Groups based on the proportion that the Lender Group Commitment of each such Lender Group bears to the Lender Group Commitment of all Lender Groups at such time. Upon receipt of the aforesaid Request Notice by the Agent, the Agent shall, as soon as reasonably practicable, by written notice (the “Lender Group Notice”) to each Lender Group, notify them of the Request Notice, and advise each such Lender Group of its Pro Rata Share of the requested Commitment Increase Amount and of each such Lender Group’s right to elect to commit to more than its Pro Rata Share of such requested Commitment Increase Amount should it choose to do so.

(2)Each Lender Group shall provide notice in writing (a “Response Notice”) to the Agent as to whether it wishes to participate and to increase its respective Pro Rata Share of the Commitment Increase Amount within 10 days of delivery by the Agent of the Lender Group Notice. If any Lender Group does not provide its Response Notice within such 10 day period, such Lender Group shall be deemed to have refused to participate in the Commitment Increase Amount. Not more than 2 Business Days following (a) the last day for receipt by the Agent of each such Response Notice; or (b) if all such relevant Lender Groups have provided such Response Notice, the day on which the last of such Response Notices shall have been received by the Agent, the Agent shall advise IPSCO and each such Lender Group whether each such Lender Group has consented to participate in the requested Commitment Increase Amount, or has refused or is deemed to

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have refused (by virtue of its failure to deliver the Response Notice as aforesaid) to participate in such requested Commitment Increase Amount, and the aggregate amount by which all such Lender Groups have agreed to increase their respective Lender Group Commitments in respect thereof.

(3)Subject to, and as provided for in Section 2.8(5), in the event that:

(a)the Commitment Increase Amount has been accepted by all of the Lender Groups in an amount not less than each applicable Lender Groups’ Pro Rata Share thereof, the Lender Group Commitment of each such Lender Group shall be increased by an amount equal to their respective Pro Rata Shares of such Commitment Increase Amount; or

(b)the Commitment Increase Amount has been accepted by some, but not all, of the applicable Lender Groups, (i) with respect to each such consenting Lender Group, the relevant Lender Group Commitment of each such Lender Group shall be increased by an amount equal to the amount of such Commitment Increase Amount stipulated in the respective Response Notices delivered by such consenting Lender Groups as the amount of the Commitment Increase Amount which such applicable Lender Group has agreed to assume, provided that if the aggregate amount of such accepted Commitment Increase Amounts exceeds the requested Commitment Increase Amount, then each such consenting Lender Group shall have its respective Lender Group Commitment increased by an amount equal to that portion of the Commitment Increase Amount that the Lender Group Commitment of each such consenting Lender Group bears to the aggregate Lender Group Commitments of all such consenting Lender Groups but in no event in excess of the amount of the Commitment Increase Amount agreed to be assumed by the respective consenting Lender Group in its Response Notice; and (ii) with respect to all non-consenting Lender Groups, the relevant Lender Group Commitment of all such non-consenting Lender Groups shall not be increased.

(4)If the full amount of the Commitment Increase Amount is not assumed by the consenting Lender Groups in accordance with Section 2.8(3), then IPSCO may seek and arrange for

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one or more other financial institutions to provide the balance of such Commitment Increase Amount, provided that the Agent (and for greater certainty, not any other existing Lenders or Lender Groups) shall have the right, acting reasonably, to approve of any one or more of such other financial institutions, and participation by any one or more of such other financial institutions shall be subject to the terms of Section 2.8(5).

(5)Any increase in the Commitment is subject to the conditions precedent that (a) the Borrowers, the Guarantors, the Lenders and any lender that is not theretofore a Lender, shall have executed and delivered any documentation reasonably required to evidence such increase in the Commitment hereunder and, in the case of a lender not theretofore a Lender, the addition of such lender as a Lender and party to this Agreement, all in form and substance satisfactory to the Agent and acknowledged by the Agent and each Borrower and Guarantor; (b) all representations and warranties contained in Article 7 shall be true and correct in all material respects on the date that such Commitment Increase Amount is to take effect other than those representations and warranties which by their terms are stated to be made as of a specific date, which representations and warranties shall be true and correct as of such specific date; (c) the amount of any such Commitment Increase Amount shall be not less than U.S. $10,000,000 and shall not cause the aggregate Commitment to exceed U.S. $200,000,000; (d) IPSCO Consolidated shall be in compliance with all financial covenants set out in Section 8.3 hereof; and (e) no Default or Event of Default shall have occurred and be continuing as of the date that the Commitment Increase Amount is to take effect and the initial Accommodation in respect thereof.

(6)Upon satisfaction of all of the terms and conditions of this Section 2.8, including Section 2.8(5), from and after the effective date for the Commitment Increase Amount, each existing Lender Group and any additional lender approved to act as a Lender shall have their Lender Group Commitments adjusted to reflect their respective shares of the Commitment Increase Amount, or such other lender shall become a Lender Group Commitment as provided for above and shall have all rights and obligations of the Lender with respect to its Lender Group Commitment.

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2.9Standby Fee.

IPSCO shall pay to the Agent for the benefit of the Lenders, a fee (the “Standby Fee”) equal to the Applicable Margin, calculated on the basis of a year of 365 days or 366 days in the case of a leap year, of the average daily difference between the Commitment and the Total Outstandings under the Credit Facility, calculated daily in U.S. Dollars and payable in U.S. Dollars quarterly in arrears on the third Business Day of the calendar quarter following the calendar quarter for which such Standby Fee is payable, and so long as such Commitment shall be undrawn.

2.10Agency Fee.

Upon the Closing and on each anniversary of such date thereafter so long as the Commitment shall be available to be drawn, IPSCO shall pay to the Agent, in advance, the agency fee (the “Agency Fee”) stipulated in the Agency Fee Agreement. Each such payment is non-refundable and fully earned when due.

2.11Evidence of Debt and Determination of Interest Rates and Fees.

(1)The indebtedness of the Borrowers in respect of all Accommodations hereunder shall be, absent manifest error, rebuttably presumed to be correctly evidenced by the account records maintained by the Agent. The failure of the Agent to correctly record any amount or date shall not, however, affect the obligation of the Borrowers to pay amounts due hereunder to the Agent or any of the Lenders in accordance with this Agreement.

(2)Wherever the determination of any interest rate or fee payable pursuant to this Agreement in respect of any Accommodation hereunder may by its terms be dependent upon the calculation of any financial ratio, the financial ratio shall be, absent manifest error, rebuttably presumed to be correctly evidenced by the amount of such financial ratio as stated in the Compliance Certificate delivered to the Agent for the most recently completed Financial Quarter. The application by the Agent of such stated financial ratio in the calculation of any such interest rate or fee shall not, however, affect the obligation of the Borrowers to pay amounts of interest or fees due hereunder to the Agent or any of the Lenders on the basis of the actual amount of any such financial ratio in accordance

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with the terms of this Agreement. Subject to Section 2.11(3), all changes of interest or fees based on changes to any financial ratio shall be effective on the first Business Day of the third calendar month following the most recently completed Financial Quarter.

(3)If the Borrowers fail to deliver a Compliance Certificate to the Agent within the time period specified in Section 8.1(1)(d), then, whenever the determination of any interest rate or fee payable pursuant to this Agreement is dependent on the calculation of a financial ratio that would otherwise be the subject of Compliance Certificate, the financial ratio that will be determinative of such interest rate or fee will be deemed to be the financial ratio that results in the highest interest rate or fee payable pursuant to this Agreement, in all cases, until the Compliance Certificate is delivered to the Agent, following which the financial ratios prima facie evidenced thereby shall thereafter be determinative of interest rates or fees payable pursuant to this Agreement.

2.12Adjustment of Total Pro Rata Shares

It is the intention of the parties that the ultimate credit risk and exposure of any Lender Group in respect of the Credit Facility be in accordance with each Lender Group’s Pro Rata Share of the Commitment hereunder. Accordingly, upon the Total Outstandings becoming due and payable hereunder, the Agent shall allocate the Total Outstandings among the Lender Groups so that each Lender Group bears its respective Pro Rata Share of the Total Outstandings. Without limiting the generality of the foregoing, if at any time after the Credit Facility has been terminated, the Total Outstandings are not borne by the Lender Groups in accordance with their respective Pro Rata Shares, then each Lender Group that holds Outstandings in excess of its Pro Rata Share (the “Surplus Lender Group”) shall, as of the date of termination of the Credit Facility, sell to each Lender Group that has deficit Outstandings relative to its Pro Rata Share (the “Deficit Lender Group”), and the Deficit Lender Groups shall purchase from the Surplus Lender Groups for cash, at par, without representation or warranty from or recourse to the Surplus Lender Groups, an interest in such of the Outstandings from the Surplus Lender Groups so as to result in the percentage of the Total Outstandings from each Lender Group being equal to the correct Pro Rata Share of each such Lender Group, provided that (i) all interest and fees payable on Accommodations shall be for the account of the Surplus Lender Group (or the

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applicable member thereof) that originally extended such Accommodation or issued or participated in any related Letters, Bankers’ Acceptances or BA Equivalent Notes, as the case may be, until the date on which the amount of the Outstandings is purchased by the Deficit Lender Group, and (ii) if any purchase of Outstandings required to be made pursuant to this provision is not made on the date of termination of the Credit Facility, then at the time that such purchase is actually completed, the Deficit Lender Group shall be required to pay to the Surplus Lender Group, to the extent not paid to the Surplus Lender Group by the applicable Borrower in accordance with the terms of this Agreement, interest on the principal amount of the Outstandings required to be purchased for each day from and including the day upon which such purchase of the Outstandings was required to be completed to but excluding the date of actual payment by the Deficit Lender Group of such Outstandings, at the rate equal to the Floating Rate, calculated daily.

ARTICLE 3
LOAN ADVANCES

3.1The Advances.

(1)Each of the Lenders severally, but not jointly, agrees, on the terms and conditions of this Agreement, to make Advances to a Borrower under the Credit Facility on the Closing or thereafter from time to time, on any Business Day prior to the Maturity Date. Each Lender shall, subject to Section2.2(2), make available to the Agent its Pro Rata Share of the principal amount of each Advance in the appropriate currency, prior to 11:00 a.m. (Toronto time) on the date of the Advance. Unless the Agent has been notified by a Lender at least 2 Business Days prior to the date of an Advance that such Lender will not make available to the Agent its Pro Rata Share of such Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share), the Agent may assume that such Lender has made such portion of the Advance available to the Agent on the date of the Advance in accordance with the provisions hereof and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the Advance (or, in the case of a U.S.

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Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) available to the Agent, such Lender agrees to pay to the Agent, forthwith on demand, such Lender’s Pro Rata Share of the Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) and all reasonable costs and expenses incurred by the Agent in connection therewith, together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall repay such amount to the Agent forthwith after demand therefor by the Agent, together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Agent. The amount payable by each Lender to the Agent pursuant to this Section 3.1(1) shall be set forth in a certificate delivered by the Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) for purposes of this Agreement and shall entitle such Lender to all rights and remedies against the Borrower in respect of such Advance. The failure of any Lender to make available to the Agent its Pro Rata Share of an Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) shall not relieve any other Lender of its obligation hereunder to make available to the Agent its Pro Rata Share of the Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) on the date thereof.

(2)If any Lender fails to make available to the Agent its Pro Rata Share of any Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) as required (such Lender in this Section called the “Defaulting Lender”) and the Agent has not made the Advance to the Borrower pursuant to Section

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3.1(1), the Agent shall forthwith give notice of such failure by the Defaulting Lender to the relevant Borrower and the other Lenders and such notice shall state that any Lender may make available to the Agent all or any portion of the Defaulting Lender’s Pro Rata Share of such Advance (or, in the case of a U.S. Lender Group, its share of such Advance, if such share is other than its Pro Rata Share) (but in no event shall any other Lender or the Agent be obligated to do so) in the place of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (in this Section 3.1(2) collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Pro Rata Share of such Advance based on the Contributing Lenders’ relative Lender Group Commitments in such circumstances. If any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf, together with interest thereon at the rate payable hereunder by the Borrower in respect of such Advance for each day from the date of Advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. In addition to such interest, the Borrower shall pay all amounts owing by the Borrower to the Defaulting Lender hereunder to the Agent for the account of the Contributing Lenders until such time as the Defaulting Lender pays to the Agent for the account of the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender.

(3)Each Borrowing shall consist of one or more Types of Advances made to a Borrower on the same day and, in the case of LIBOR Advances, having the same Interest Period. Each Type of Advance shall be in the aggregate minimum amount and in an integral multiple of the amount set forth below:

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(a)a Floating Rate Advance shall be in an aggregate amount not less than Cdn. $5,000,000 and in an integral multiple of Cdn. $100,000;

(b)a U.S. Base Rate Advance shall be in an aggregate amount not less than U.S. $5,000,000 and in an integral multiple of U.S. $100,000; and

(c)a LIBOR Advance shall be in an aggregate amount not less than U.S. $5,000,000 and in an integral multiple of U.S. $100,000, provided that a Borrower may not select a LIBOR Advance if the making of such LIBOR Advance would result in the Borrowers having in excess of ten LIBOR Advances outstanding at any one time.

(4)Until repaid in full or converted in accordance with this Agreement, each Advance shall be (i) the Type of Advance specified in the applicable Borrowing Notice or Election Notice; or (ii) if no Borrowing Notice or Election Notice is applicable, the Type of Advance specified in Sections 3.3(1)(a) and 3.3(1)(b).

3.2Procedure for Borrowing.

Each Borrowing shall be made on notice (a “Borrowing Notice”) given by a Borrower to the Agent not later than 12:00 noon (Toronto time), in the case of: (i) a Floating Rate Advance or a U.S. Base Rate Advance, at least 2 Business Days prior to the date of the proposed Borrowing; and (ii) a LIBOR Advance, at least 3 Business Days prior to the date of the proposed Borrowing, which Borrowing Notice shall be irrevocable and binding on the Borrower delivering such Borrowing Notice. Each Borrowing Notice for Accommodations to be made to U.S. Borrowers must be issued concurrently to the Agent and to Toronto Dominion (Texas) LLC at the addresses set out in Schedule K hereto and, upon receipt of a Borrowing Notice, the Agent shall promptly forward a copy thereof to the relevant Lenders. Each Borrowing Notice shall be in substantially the form of Schedule G hereto (or shall be made by telephone confirmed promptly in writing, providing the same information as would be contained in Schedule G hereto) and shall specify: (i) the requested date of such Borrowing; (ii) the Type of Advances comprising such Borrowing; (iii) the aggregate amount of such Borrowing; and (iv) in the case of a LIBOR Advance, the initial Interest Period applicable to such Advance. Upon fulfilment of the applicable conditions

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set forth in Article 6: (i) the Agent will, in the case of a Canadian Borrower, make such funds available to the Canadian Borrower in immediately available funds by crediting or causing the crediting of its Borrower’s Canadian Dollar Account or Borrower’s U.S. Dollar Account, as applicable; or (ii) the Agent will, in the case of a U.S. Borrower, make such funds available to the Borrower in immediately available funds by crediting or causing the crediting of its Borrower’s U.S. Dollar Account. A Borrower shall not in any Borrowing Notice select an Interest Period which conflicts with the definition of Interest Period specified in Section 1.1 or with the repayments provided in Section 2.5.

3.3Interest on Advances.

(1)Each Advance shall bear interest at the rate applicable to such Type of Advance determined in accordance with this Section: (i) in the case of a Floating Rate Advance or U.S. Base Rate Advance, from and including the date such Advance is made or converted from another Type of Advance or Accommodation, as applicable, to but excluding the date on which such Advance is repaid in full or is converted to another Type of Advance or Accommodation in accordance with this Agreement; and (ii) in the case of a LIBOR Advance, from and including the first day of the applicable Interest Period to but excluding the last day of such Interest Period. Subject to Section 3.3(2) and 10.2, each Advance shall bear interest, and such interest shall be calculated and payable, in the following manner:

(a)Floating Rate Advances. A Floating Rate Advance shall bear interest at a rate per annum equal at all times to the Floating Rate in effect from time to time. Such interest shall be calculated (but not compounded) daily and payable monthly in arrears on the third Business Day of each month following the month for which such interest is payable and on the Maturity Date.

(b)U.S. Base Rate Advances to Canadian Borrowers. A U.S. Base Rate Advance to a Canadian Borrower shall bear interest at a rate per annum equal at all times to the U.S. Base Rate in effect from time to time. Such interest shall be calculated (but not compounded) daily and payable monthly in arrears on the third Business

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Day of each month following the month for which such interest is payable and on the Maturity Date.

(c)U.S. Base Rate Advances to U.S. Borrowers. A U.S. Base Rate Advance to a U.S. Borrower shall bear interest at a rate per annum equal at all times to the U.S. Base Rate in effect from time to time. Such interest shall be calculated (but not compounded) daily and payable monthly in arrears on the third Business Day of each month following the month for which such interest is payable and on the Maturity Date.

(d)LIBOR Advances. A LIBOR Advance shall bear interest at a rate per annum equal at all times during each Interest Period for such LIBOR Advance to the LIBOR Rate for such Interest Period. Such interest shall be calculated (but not compounded) daily and payable: (i) on the last day of each three month period in each Interest Period and on the last day of each Interest Period; and (ii) on the date such LIBOR Advance becomes due and payable in full.

(2)With each announced change in any of the variable rates of interest used as a component for determining any rate of interest payable under this Agreement, there shall be a corresponding change in the applicable rate of interest payable under this Agreement based on the change in such variable rate, all without necessity of prior notice thereof to any Borrower or to any other Person.

3.4Conversions and Elections Regarding Types of Advances and Interest Rates.

(1)Advances may be converted from time to time from one Type to another, at the election of a Borrower or automatically in accordance with the provisions of this Section. A Borrower may from time to time elect (i) to convert any Advances to another Type or change the type of interest rate applicable thereto; (ii) to have any LIBOR Advance continued as such Type of Advance by electing an additional Interest Period; or (iii) in the case of a Canadian Borrower, to change the currency of any Advances or convert any Advances to Bankers’ Acceptances or BA Equivalent Notes, subject in each case to the provisions of Sections 3.1(3) and 3.5 and to the following provisions:

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(a)Floating Rate Advances. A Canadian Borrower may elect to convert a Floating Rate Advance as of any Business Day to a LIBOR Advance or a U.S. Base Rate Advance or a Bankers’ Acceptance (or BA Equivalent Note).

(b)U.S. Base Rate Advance. A Borrower may elect to convert a U.S. Base Rate Advance as of any Business Day to a LIBOR Advance or, in the case of a Canadian Borrower, to a Floating Rate Advance or a Bankers’ Acceptance (or BA Equivalent Note).

(c)LIBOR Advance. A Borrower may elect, effective on the last day of the then current Interest Period applicable thereto: (i) to convert a LIBOR Advance to a U.S. Base Rate Advance or, in the case of a Canadian Borrower, to a Floating Rate Advance or a Bankers’ Acceptance (or BA Equivalent Note); or (ii) to have such LIBOR Advance continued as such Type of Advance for an additional Interest Period. If a Borrower has made no such election, on the expiry of the then current Interest Period, such LIBOR Advance shall be automatically converted to a U.S. Base Rate Advance, effective on the last day of such Interest Period.

(2)Each such election shall be made on notice (an “Election Notice”) given by a Borrower to the Agent not later than 12:00 noon (Toronto time): (i) in the case of an election to convert an Advance to, or continue an Advance as, a LIBOR Advance at least 3 Business Days before the effective date of such election; and (ii) in the case of an election to convert an Advance to a Floating Rate Advance, a U.S. Base Rate Advance or a Bankers’ Acceptance (or BA Equivalent Note), at least 2 Business Days before the effective date of such election. Each Election Notice shall be substantially in the form of Schedule H hereto (or shall be made by telephone promptly confirmed in writing providing the same information as would be contained in Schedule H hereto) and shall specify, with respect to the outstanding Advances to which such Election Notice applies: (i) if the Type of such Advance is to be converted in whole or in part, the amount of such Advance to be converted, the new Type of Advance selected, the effective date of such conversion and, if the new Type of Advance selected is a LIBOR Advance, the duration of the initial

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Interest Period applicable thereto; or (ii) if such Advance is a LIBOR Advance which is to continue as such Type of Advance for an additional Interest Period in whole or in part, the amount of such Advance to be continued, the duration of the additional Interest Period and the date on which such Interest Period is to begin. A Borrower shall not in any Election Notice select an Interest Period which conflicts with the definition of Interest Period specified in Section 1.1 or with the repayments provided for in Section 2.5. In cases where a Canadian Borrower wishes to convert a Type of Advance to Bankers’ Acceptances or BA Equivalent Notes, the Election Notice shall be accompanied by a BA Issuance Notice issued in accordance with Section 4.2. If the amount of any Advance cannot be converted to an aggregate Face Amount of Bankers’ Acceptances and BA Equivalent Notes which may be drawn as Bankers’ Acceptances and BA Equivalent Notes under this Agreement, then the amount which cannot be so converted shall, subject to Section 3.1(3)(a), thereafter continue to be outstanding as a Floating Rate Advance.

(3)Any conversion of an Advance under this Section shall not constitute a repayment under Section 2.5 or 2.6.

3.5          Circumstances Requiring Floating Rate Pricing.

If the Lenders or any one or more of them determine in good faith, and the Agent notifies the Borrowers that: (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of U.S. Dollars are unavailable to the Lenders or any one or more of them; (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of LIBOR or U.S. Base Rate, as the case may be; (iii) the making or continuation of any U.S. Dollar Advances has been made impracticable (x) by the occurrence of a contingency (other than a mere increase in rates payable by the Lenders or any one or more of them to fund the Advances) which materially adversely affects the funding of the Credit Facility at any interest rate computed on the basis of the LIBOR or the U.S. Base Rate, as the case may be, or (y) by reason of a change since the date of this Agreement in any applicable Law or in the interpretation thereof by any Governmental Entity which affects the Lenders or any one or more of them or any relevant financial market and which results in the LIBOR or the U.S. Base Rate, as the case may be, no longer representing the effective cost to the Lenders or any one or more of

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them of deposits in such market for a relevant Interest Period or for Advances outstanding as U.S. Base Rate Advances; or (iv) any change since the date of this Agreement to any present Law, or any future Law, or any change since the date of this Agreement therein or in the interpretation or application thereof by any Governmental Entity, has made it unlawful for the Lenders or any one or more of them to make or maintain or to give effect to its obligation in respect of U.S. Dollar Advances as contemplated hereby, then,

(a)the right of a Borrower to select any affected Type of U.S. Dollar Advance shall be suspended until the affected Lenders determine that the circumstances causing such suspension no longer exist and the Agent so notifies the Borrowers;

(b)if any affected Type of U.S. Dollar Advance is not yet outstanding, any applicable Borrowing Notice shall be cancelled and the Advance requested shall not be made;

(c)if any LIBOR Advance is already outstanding at any time when the rights of a Borrower to select LIBOR Advances is suspended, it and all other LIBOR Advances in the same Borrowing shall, if such Borrower has the right to select U.S. Base Rate Advances at such time, become U.S. Base Rate Advances on the last day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable Law) or, if such Borrower does not have the right to select U.S. Base Rate Advances at such time and such Borrower is a Canadian Borrower, such LIBOR Advance shall become a Floating Rate Advance on the last day of the then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable Law) in a principal amount equal to the Equivalent Cdn. $ Amount of such LIBOR Advance determined on the date on which such Advance becomes denominated in Canadian Dollars; and

(d)if any relevant U.S. Dollar Advance is already outstanding at any time when the right of a Canadian Borrower to select U.S. Dollar Advances is suspended, it and all other U.S. Dollar Advances included in the same Borrowing shall become a Floating Rate Advance: (i) in the case of a LIBOR Advance, on the last day of the

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then current Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable Law); and (ii) in the case of a U.S. Base Rate Advance, immediately, in a principal amount equal, in each case, to the Equivalent Cdn. $ Amount of the related U.S. Dollar Advance determined on the date on which such Advance becomes denominated in Canadian Dollars.

ARTICLE 4
BANKERS’ ACCEPTANCES

4.1          Acceptances and Drafts.

Each of the Canadian Lenders severally agrees on the terms and conditions of this Agreement:  (i) if such Canadian Lender is a BA Lender,  to create acceptances (“Bankers’ Acceptances”) by stamping Drafts of a Canadian Borrower under the Credit Facility; or (ii) if such Canadian Lender is a Non-BA Lender, to purchase BA Equivalent Notes of such Canadian Borrower under the Credit Facility, in each case on the Closing or thereafter from time to time on any Business Day at least one month prior to the Maturity Date, which Drafts have an aggregate Face Amount equal to such Canadian Lender’s Pro Rata Share of the total Accommodation being made by way of Bankers’ Acceptances or BA Equivalent Notes, except that, if the Face Amount of a Bankers’ Acceptance in the case of a BA Lender, or the Face Amount of a BA Equivalent Note, in the case of a Non-BA Lender, would not be an integral multiple of Cdn. $100,000, such Face Amount shall be increased or reduced by the Agent in its sole discretion and in accordance with normal market practices, to the nearest integral multiple of Cdn. $100,000. Bankers’ Acceptances shall be created through the stamping of Drafts by a BA Lender upon a Canadian Borrower paying the BA Stamping Fee, which shall be deducted by each BA Lender from the proceeds it receives from the sale of such Bankers’ Acceptances. BA Equivalent Notes shall be purchased by each Non-BA Lender upon a Canadian Borrower paying the BA Stamping Fee, which shall be deducted by each Non-BA Lender from the purchase price it pays for such BA Equivalent Notes. In each case, following deduction of the BA Stamping Fee, each BA Lender and Non-BA Lender will remit the net proceeds to the Agent and the Agent shall credit such net proceeds to the appropriate Borrower’s Canadian Dollar Account. The Total Outstandings after any BA Issuance shall not exceed the Commitment.

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4.2          Procedure for BA Issuance.

(1)Each BA Issuance shall be made on notice (a “BA Issuance Notice”) given not later than 12:00 noon (Toronto time) at least 2 Business Days prior to the date of the proposed BA Issuance by a Canadian Borrower to the Agent. Each BA Issuance Notice shall be in substantially the form of Schedule I hereto (or shall be made by telephone confirmed promptly in writing, providing the same information as would be contained in Schedule I hereto) and shall specify: (i) the requested date for such BA Issuance (the “BA Issuance Date”); (ii) the aggregate Face Amount of Drafts to be stamped and BA Equivalent Notes to be purchased in Canadian Dollars; and (iii) the contract maturity date for such Drafts and BA Equivalent Notes.

(2)Upon receipt of a BA Issuance Notice, the Agent shall be responsible for making all necessary arrangements with each of the Canadian Lenders with respect to the stamping of Bankers’ Acceptances and the purchasing of BA Equivalent Notes in the manner contemplated in this Article 4.

(3)The BA Lenders shall purchase any of the Bankers’ Acceptances, and the Non-BA Lenders shall purchase any of the BA Equivalent Notes, pursuant to Section 4.5. The Agent shall as soon as practical deliver to a Canadian Borrower that requests a BA Issuance a notice confirming the sale of Bankers’ Acceptances and BA Equivalent Notes and specifying the net proceeds derived therefrom.

4.3          Form of Drafts.

(1)Each Draft presented by a Canadian Borrower for stamping by a BA Lender and each BA Equivalent Note presented by a Canadian Borrower for purchase by a Non-BA Lender: (i) shall be in a Face Amount of not less than Cdn. $5,000,000 and in an integral multiple of Cdn. $100,000; (ii) shall be dated the date of BA Issuance; (iii) shall mature and be payable by such Canadian Borrower on a Business Day which occurs approximately one, two, three, six or nine months after the BA Issuance Date and on or prior to the Maturity Date; and (iv) in the case of a Draft, be substantially in the form of Schedule D hereto.

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(2)Each Canadian Borrower hereby renounces, and shall not claim, any days of grace for the payment of any Bankers’ Acceptances or BA Equivalent Notes.

4.4Stamping of Drafts.

Not later than 12:00 noon (Toronto time) on the BA Issuance Date specified for a BA Issuance, each Canadian Lender that is a BA Lender: (i) shall complete one or more Drafts dated the date of such BA Issuance in an aggregate Face Amount equal to its Pro Rata Share of the amount of such BA Issuance and with the maturity date specified by the Canadian Borrower in its BA Issuance Notice; (ii) shall stamp the Drafts; and (iii) shall purchase the Bankers’ Acceptance(s) thereby created in the manner provided in Section 4.5.

4.5Purchase of Bankers’ Acceptances and BA Equivalent Notes.

(1)The purchase price of any Bankers’ Acceptances and BA Equivalent Notes purchased by a Canadian Lender shall be calculated based on the BA Reference Discount Rate applicable to such Canadian Lenders on the BA Issuance Date for such Bankers’ Acceptances and BA Equivalent Notes. The purchase price for any Bankers’ Acceptances and BA Equivalent Notes purchased by a Canadian Lender shall be paid and satisfied by the Canadian Lender making payment to the Agent for the account of the appropriate Canadian Borrower of the net proceeds thereof, following the deduction of the BA Stamping Fee by such Canadian Lender, on the BA Issuance Date.

(2)Bankers’ Acceptances purchased by a BA Lender hereunder may be held by it for its own account until maturity or sold by it at any time prior thereto in the relevant market therefor in Canada, in such BA Lender’s sole discretion.

4.6          Reimbursement at Contract Maturity Date.

(1)A Canadian Borrower shall pay to the Agent for the account of each Canadian Lender in same day funds, and there shall become due and payable at 11:00 a.m. (Toronto time) on the contract maturity date for each Bankers’ Acceptance or BA Equivalent Note, an amount in Canadian Dollars equal to the Face Amount of such Bankers’ Acceptance stamped or BA Equivalent Note purchased by such Canadian Lender. A Canadian

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Borrower shall make each payment hereunder in respect of Bankers’ Acceptances or BA Equivalent Notes by deposit of the required funds to the Payment Account.

(2)If any Canadian Borrower fails to pay the Canadian Lenders pursuant to Section 4.6(1), such Canadian Borrower shall be deemed to have issued a Borrowing Notice in respect of a Floating Rate Advance to be made on the contract maturity date, for an amount equivalent to the unpaid amount due and payable to the Canadian Lenders in respect of such Bankers’ Acceptance or BA Equivalent Note and the Floating Rate Advance shall bear interest: (i) for the first three days from the maturity date, or until such earlier date as a Borrowing Notice is given in accordance with Section 3.2 (including in accordance with the period for notice set forth in Section 3.2), at a per annum rate of interest equal to 115% of the Floating Rate; and (ii) thereafter at a per annum rate of interest equal to the Floating Rate, in each case until such amount is paid in full.

4.7          Repayments.

Except as required by Section 2.6 or 9.1, no repayment of Bankers’ Acceptances or BA Equivalent Notes shall be made by a Canadian Borrower to a Canadian Lender prior to the contract maturity date of such Bankers’ Acceptances as have been created or BA Equivalent Notes as have been purchased by such Canadian Lender. If a Canadian Borrower shall repay any Bankers’ Acceptances stamped or BA Equivalent Notes purchased by a Canadian Lender as required by Section 2.6 or 9.1, then (unless such repayment has been rescinded or otherwise is required to be returned by such Lender for any reason), as between that Canadian Borrower and such Canadian Lender, such Canadian Lender shall thereafter be solely responsible for the payment of the Face Amount of such Bankers’ Acceptances as have been stamped or BA Equivalent Notes as have been purchased by such Canadian Lender to the holder or holders thereof in accordance with the terms thereof.

4.8          Circumstances Making Bankers’ Acceptances Unavailable.

If the Canadian Lenders or any one or more of them (other than a Non-BA Lender) determine in good faith, and the Agent notifies the Canadian Borrowers, that by reason of circumstances affecting the money market there is no market for Bankers’ Acceptances, then the right of a Canadian Borrower to request a BA Issuance shall be suspended until the Canadian

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Lenders or any one or more of them determines that the circumstances causing such suspension no longer exist and the Agent so notifies the Canadian Borrowers. Any BA Issuance Notice which is outstanding at the time of such notice by the Canadian Lenders or any one or more of them (other than a Non-BA Lender) shall be deemed to be a Borrowing Notice requesting a Floating Rate Advance in a principal amount equal to the requested Face Amount in such BA Issuance Notice.

4.9          Presigned Draft Forms.

To enable a BA Lender to stamp Bankers’ Acceptances or complete Drafts in the manner specified in this Article 4, each Canadian Borrower hereby authorizes each BA Lender to complete, sign and endorse Drafts on its behalf in handwritten form or by facsimile or mechanical signature or otherwise and, once so completed, signed and endorsed, to accept them as a Bankers’ Acceptance under this Agreement in accordance with the provisions hereof. Drafts so completed, signed and endorsed and negotiated on behalf of a Canadian Borrower by any BALender shall bind such Borrower as fully and effectively as if so performed by an authorized officer of such Borrower. Each Draft of a Bankers’ Acceptance completed, signed or endorsed by a BALender shall mature on the last day of the period selected by such Borrower with respect thereto. A Canadian Borrower may also supply such BA Lender with such number of Drafts as such BALender may reasonably request, duly endorsed and executed on behalf of the applicable Canadian Borrower by any one or more of its officers in accordance with the applicable Canadian Borrower’s required signing authorities as evidenced by the then current borrowing by-law and resolution, certified copies of which have been delivered to the Agent and the BALender. Each BA Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. The signatures of such officers may be mechanically reproduced in facsimile and Drafts and Bankers’ Acceptances bearing such facsimile signatures shall be binding upon the applicable Canadian Borrower as if they had been manually signed by such officers. Notwithstanding that any of the individuals whose manual or facsimile signature appears on any Draft or as one of such officers may no longer hold office at the date thereof or at the date of its acceptance by a BA Lender hereunder or at any time thereafter, any Draft or Bankers’ Acceptance so signed shall be valid and binding upon the applicable Canadian Borrower. A BA Lender shall not be liable for its

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failure to stamp a Bankers’ Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of a Canadian Borrower to provide Drafts, duly endorsed and executed on behalf of such Canadian Borrower, on a timely basis.

ARTICLE 5
LETTERS

5.1          Letter Commitment

The Issuing Lender agrees on the terms and conditions of this Agreement to issue Letters denominated in Canadian Dollars or U.S. Dollars under the Credit Facility for the account of a Borrower on the date of Closing and thereafter from time to time, but not prior to the Closing, on any Business Day prior to the Maturity Date, which Letters shall be issued by the Issuing Lender in its name and on its own behalf in accordance with Section 5.2. The aggregate Face Amount of all Letters issued from time to time shall not exceed U.S. $60,000,000. Letters shall be issued by the Issuing Lender upon a Borrower paying the Issue Fee into the Payment Account. The Total Outstandings after any Issue shall not exceed the Commitment. Unless the Agent otherwise notifies the Borrowers in writing prior to the issue thereof, all Letters shall be subject to the Uniform Customs and Practice for Documentary Credits promulgated by the International Chamber of Commerce, being Publication No. 500, as amended or replaced from time to time.

5.2          Procedure for Issue.

(1)Each Issue shall be made on notice (an “Issue Notice”) given by a Borrower to the Agent not later than 12:00 noon (local time at the place of Issue) at least 5 Business Days prior to the Issue Date. The Issue Notice shall be in substantially the form of Schedule J hereto (or shall be made by telephone promptly confirmed in writing, providing the same information as would be contained in Schedule J hereto), and shall specify: (i) the requested date of Issue (the “Issue Date”); (ii) the Type of Letter; (iii) the aggregate Face Amount and currency of the Letter; (iv) the expiration date of the Letter; (v) the name and address of the Beneficiary; and (vi) the purpose of the Letter. No Letter shall be issued in favour of a Beneficiary that is a bank, trust company or other financial

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institution without the consent of the Issuing Lender if the Letter is to be used for a purpose that is not otherwise permitted by the terms of this Agreement.

(2)Upon receipt of an Issue Notice, the Agent shall forthwith notify the Issuing Lender of the proposed Issue Date and shall otherwise deal with such Issue Notice in the manner specified in this Article 5.

(3)A Borrower shall not request in the Issue Notice a maturity date for a Letter which would: (i) be subsequent to the Maturity Date; or (ii) conflict, in the opinion of the Agent, with the repayments provided for in Sections 2.5 or 2.6.

5.3          Form of Letters.

(1)Each Letter: (i) shall be for a Face Amount of not greater than the U.S. Dollar amount of the Commitment available for purposes of requesting the Issue of such Letter; (ii) shall be dated the Issue Date; (iii) shall have an expiration date on a Business Day, which expiration date shall be not more than 364 days after the Issue Date and, provided that if the expiration date of a Letter would exceed the Maturity Date, the applicable Borrower must post with the Issuing Lender cash collateral or letters of credit from financial institutions acceptable to the Agent equal to the full Face Amount of such Letter no later than one (1) Business Day prior to the Maturity Date; and (iv) shall comply with the definition of Letter.

(2)No Letter shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 11:00 a.m. (Toronto time) on such Business Day.

(3)Prior to the date of Issue, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the Beneficiary which, if presented by the Beneficiary, would require the Issuing Lender to make payment under the Letter. The Issuing Lender may require changes in any such documents or certificate.

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5.4          Reimbursement of Amounts Drawn Under Letters of Credit.

(1)The Borrower shall reimburse the Issuing Lender for, and there shall become due and payable at 11:00 a.m. (Toronto time) on the date specified by a Beneficiary as a drawing date under a Letter, an amount in same day funds equal to the amount to be drawn by such Beneficiary under such Letter in the currency in which such Letter is payable. The Borrower shall make such reimbursement payment by depositing the amount of such payment to the Payment Account of the Agent and the Agent shall forthwith pay such amount to the Issuing Lender.

(2)If the Issuing Lender makes any payment under any Letter issued at the request of a Borrower and such Borrower shall not have reimbursed the Issuing Lender for such amount pursuant to Section 5.4(1): (i) the Issuing Lender shall thereafter notify the Agent of such failure and such notification shall be deemed to have been a request by the Borrower for the Agent to make a Floating Rate Advance or a U.S. Base Rate Advance, as the case may be, under the Credit Facility on the date of such request in an amount equal to the amount of such drawing; and (ii) each of the Lenders shall, on the date of such drawing, make its Pro RataShare of such Advance under the Credit Facility and apply the proceeds thereof to the reimbursement of the Issuing Lender for the amount of such drawing.

(3)The obligations of the Borrowers to the Issuing Lender in respect of all Letters shall rank pari passu with the obligations of the Borrowers for all other Accommodations.

5.5          Issue Fees.

(1)A Borrower shall pay to the Issuing Lender: (i) a fee equal to 0.125% multiplied by the aggregate Face Amount of each Letter issued hereunder (the “LC Fronting Fee”), in payment of, inter alia its administrative charges for issuing and administering to the Letter, payable in arrears on the third Business Day of the calendar month following the month during which the applicable Letter was issued; and (ii) an Issue Fee for the period during which each Letter is outstanding. Such Issue Fees shall be payable in the currency in which such Letter is payable. Such Issue Fees shall be calculated on the basis of the Face Amount of the applicable Letter, calculated daily on the basis of a term to maturity

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of such Letter and a year of 365 days or 366 days in the case of a leap year, and shall be payable quarterly in arrears on the third Business Day following the end of the Financial Quarter during which the applicable Letter is issued and continuing quarterly thereafter on the same day of the month of each consecutive Financial Quarter for which such Issue Fee is payable. Upon receipt of any Issue Fee, the Issue Fee shall be paid by the Issuing Lender to the Agent and the Agent shall distribute such amount to all Lenders in accordance with their respective Pro Rata Shares. The Borrowers hereby acknowledge and agree that any Issue Fees paid by them with respect to any Letter shall not be refunded or rebated in whole or in part, whether or not any amount is drawn under any Letter and whether or not such Letter continues to be outstanding for its stated term.

5.6          Risk of Letters of Credit.

(1)In determining whether to pay under a Letter, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter have been delivered and that they comply on their face with the requirements of such Letter.

(2)The obligation of the Borrower to reimburse the Issuing Lender for amounts paid by it under any Letter shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including:

(a)any lack of validity or enforceability of any Letter;

(b)the existence of any claim, set-off, defence or other right which such Borrower may have at any time against a Beneficiary or any transferee of any Letter (or any Persons for whom any such Beneficiary or transferee may be acting), the Agent, the Issuing Lender or any other Person, whether in connection with the Credit Documents, the transactions contemplated therein or any other transaction (including any underlying transaction between the Borrower and the Beneficiary under such Letter);

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(c)any draft, demand, certificate or any other document presented under the Letter proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(d)payment by the Issuing Lender under the Letter against presentation of a demand, draft or certificate or other document which does not comply with the terms of the Letter, provided that such payment does not constitute gross negligence of or wilful misconduct by the Issuing Lender;

(e)any other circumstance or happening whatsoever, which is similar to any of the foregoing; or

(f)the fact that a Default or an Event of Default shall have occurred and be continuing.

As between the Borrower, the Agent and the Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter by the Beneficiary of such Letter. The Issuing Lender shall not have any responsibility for (i) the form, validity, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of any Letter, even if it should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign such Letter or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher; (iv) errors in interpretation of technical terms; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter or of the proceeds thereof; (vi) the misapplication by the Beneficiary of any Letter or the proceeds of any drawing under any Letter; and (vii) any consequences arising from causes beyond the control of the Issuing Lender, including any actions by any Governmental Entity. None of clauses (i) through (vii) of this paragraph shall affect, impair, or prevent the vesting of any of the Issuing Lender’s rights or powers hereunder. Any action taken or omitted by the Issuing Lender under or in connection with any Letter or the related

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certificates, if taken or omitted in good faith, shall not put the Issuing Lender under any resulting liability to the Borrower provided that the Issuing Lender acts without gross negligence.

5.7          Repayments.

(1)If a Borrower shall be required to repay the Accommodations pursuant to Sections 2.6 or 9.1, then the Borrower shall pay to the Issuing Lender, to the extent required pursuant thereto and in the amount provided therein, the Issuing Lender’s contingent liability in respect of the Letters outstanding hereunder on behalf of such Borrower. The Borrower shall also repay, to the extent required pursuant thereto and in the amount provided therein, the Issuing Lender’s contingent liability in respect of any Letter which is the subject matter of any order, judgment, injunction or other such determination (a “Judicial Order”) restricting payment by the Issuing Lender under and in accordance with such Letter or extending the Issuing Lender’s liability under such Letter beyond the expiration date stated therein. Payment in respect of any Letter shall be due in the currency in which such Letter is stated to be payable (the “Letter Currency”).

(2)The Issuing Lender shall with respect to each Letter, upon the later of:

(a)the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining the Issuing Lender from paying under such Letter; and

(b)the earlier of (i) the date on which either (y) the original counterpart of such Letter is returned to the Issuing Lender for cancellation or (z) the Issuing Lender is released by the Beneficiary from any further obligations in respect thereof; and (ii) the expiry (to the extent permitted by any applicable Law) of such Letter;

pay to the Borrower an amount in the applicable Letter Currency equal to the difference between the amount paid to the Issuing Lender pursuant to Subsection 5.7(1) and the amounts paid by the Issuing Lender under such Letter.

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5.8          Indemnity

Each Lender hereby agrees to indemnify the Issuing Lender, rateably according to its ProRata Share, from and against any and all Losses and Claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Issuing Lender in any way relating to or arising out of any Issue by the Issuing Lender, except where the Issuing Lender has acted with gross negligence or wilful misconduct.

5.9          Existing Letters.

As at the date of Closing, the Borrowers, the Agent and the Lenders acknowledge that the letters of credit and/or letters of guarantee set forth in Schedule S hereto are issued outstanding under and pursuant to the Existing Revolving Agreement, having been issued by The Toronto-Dominion Bank as issuing bank on behalf of the lenders thereunder. From and including the date of Closing, each such letter of credit or letter of guarantee shall be deemed for all purposes to have been issued as a Letter hereunder by the Issuing Lender in accordance with the provisions of this Article 5. The Canadian Borrowers and the U.S. Borrowers, as the case may be, shall pay the Issue Fees with respect to each such Letter deemed to have been issued hereunder, calculated on the basis of the letter of credit fees provided for in the Existing Revolving Agreement from and including the last date for which such letter of credit fees had been paid in respect of such letters of credit and/or letters of guarantee under the Existing Revolving Agreement to but not including the date of Closing, and calculated on the basis of the Issue Fee provided for in respect of Letters under this Agreement from and including the date of Closing and continuing thereafter. If necessary, appropriate adjustments shall be made between the Borrowers and the Lenders to ensure that the Borrowers are not required to make duplicate payments of issue fees in respect of such Letters under this Article 5 previously paid under the Existing Revolving Agreement in respect of the existing letters of credit and/or letters of guarantee set forth in Schedule S hereto.

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ARTICLE 6
CONDITIONS OF LENDING

6.1          Conditions Precedent to Effectiveness of this Agreement.

The effectiveness of this Agreement is subject to the following conditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of the Agent and the Lenders and may be waived in whole or in part by the Agent with the unanimous approval of the Lenders in their sole discretion:

(1)Deliveries. The Agent shall have received on behalf of the Agent and all Lenders at or prior to the Closing the following, each dated such date (or another date satisfactory to the Agent), in form and substance satisfactory to the Agent and its counsel, each acting reasonably:

(a)a copy of the audited consolidated financial statements of IPSCO Consolidated for their most recently completed Financial Year and the unaudited financial statements of IPSCO Consolidated for their most recently released Financial Quarter;

(b)concurrently with the annual statements provided pursuant to Subsection 6.1(1)(a) above, a schedule detailing all Consolidated Subsidiaries of IPSCO which includes, without limitation, a breakdown of the ownership, the Revenue and Assets of each Consolidated Subsidiary, and the percentage that such Revenue and Assets bears to the Consolidated Revenue and Consolidated Assets of IPSCO Consolidated for their most recently completed Financial Year; and

(c)a Compliance Certificate of the Chief Financial Officer of IPSCO based on the financial statements of IPSCO Consolidated for the Financial Quarter ending September 30, 2004.

(2)Agency Fee Agreement. The Agent shall have received the Agency Fee Agreement executed by IPSCO.

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(3)Payment of Fees and Expenses. The Agent shall have received payment of that portion of the Agency Fee due on Closing, and IPSCO shall have paid all expenses, including legal expenses, incurred by the Agent in connection with this Agreement and the other Credit Documents.

(4)Compliance with Environmental Laws. The Agent shall have received evidence, satisfactory to it in its sole discretion, that IPSCO and its Subsidiaries are in compliance with all Environmental Laws, the non-compliance with which, singly or in the aggregate, would have a Material Adverse Effect.

(5)Termination of Revolving Credit Agreement:  The Agent shall have received from the Borrowers party thereto an irrevocable notice and direction to terminate the Existing Revolving Agreement, and from any Borrower or Borrowers, a Borrowing Notice requesting an Advance to be paid directly to the Agent in its capacity as agent under such agreement in an amount sufficient to pay in full all amounts, if any, owing thereunder.

(6)No Material Adverse Effect. The Agent shall have received a certificate from the Chief Financial Officer of IPSCO, satisfactory to the Agent in its sole discretion, that no event, condition or circumstance has arisen or is likely to arise which would have a Material Adverse Effect.

(7)Confirmation of Debt Ratings. The Lenders shall have received confirmation of minimum senior debt ratings for IPSCO of BB (stable) from S&P and of Ba3 (stable) from Moody’s.

(8)Due Diligence. The Agent and the Lenders shall have completed and be satisfied with their due diligence, in their sole discretion, including being satisfied with all environmental, legal, accounting and tax matters affecting the Borrowers and all Material Subsidiaries, a 3 year financial forecast for IPSCO Consolidated, and all matters disclosed by any information provided to the Agent or the Lenders in connection with any requests for information or documents made by the Agent or the Lenders.

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(9)Representations and Warranties. The representations and warranties in Article 7 shall be true and correct other than those representations and warranties which by their terms are stated to be made as of a specific date, which representations and warranties shall be true and correct as of such specific date.

6.2          Conditions Precedent to initial Accommodations.

The obligation of the Lenders or any one or more of them to make its initial Accommodation to a Borrower that is a party to this Agreement on Closing, is subject to the following conditions being fulfilled or performed at or prior to the time of the initial Accommodation to that Borrower, which conditions are for the exclusive benefit of the Agent and the Lenders and may be waived in whole or in part by the Agent with the unanimous approval of the Lenders in their sole discretion:

(1)Deliveries. The Agent shall have received on behalf of the Agent and all Lenders, at or prior to the time of the initial Accommodation to such Borrower the following, each dated such day (or another day satisfactory to the Agent), in form and substance satisfactory to the Agent and its counsel, each acting reasonably:

(a)certified copies of: (i) the charter documents and the by-laws of such Borrower; (ii) the resolutions of the board of directors (or comparable body), or any duly authorized committee thereof, of such Borrower authorizing such Borrower to avail itself of the Accommodations and to enter into this Agreement and the other Credit Documents to which such Borrower is a party and the completion of all transactions contemplated hereunder and thereunder; and (iii) all other instruments evidencing necessary corporate action of such Borrower and of required Authorizations, if any, with respect to such matters;

(b)certified copies of:  (i) the charter documents and the by-laws of each Wholly-Owned Material Subsidiary that is not a Borrower and which is providing a Subsidiary Guarantee; (ii) the resolutions of the board of directors (or comparable body), or any duly authorized committee thereof, of each such Wholly-Owned Material Subsidiary authorizing each such Wholly-Owned Material Subsidiary to

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enter into its respective Subsidiary Guarantee and the other Credit Documents, if any, to which such Wholly-Owned Material Subsidiary is or may be a party and the completion of all transactions contemplated hereunder and thereunder; and (iii) all other instruments evidencing necessary corporate action of such Wholly-Owned Material Subsidiary and of required Authorizations, if any, with respect to such matters;

(c)certificates of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of its officers authorized to sign this Agreement and the other Credit Documents to which such Borrower is a party;

(d)a certificate of status, compliance, good standing or like certificate with respect to such Borrower issued by appropriate government officials of its jurisdiction of formation;

(e)a legal opinion of counsel to such Borrower, in form and substance satisfactory to the Lenders confirming the due authorization, execution, validity and enforceability of this Agreement, and the Ancillary Agreements to which such Borrower is a party, as well as such other matters as counsel to the Agent may reasonably request;

(f)in the case of IPSCO, an IPSCO Guarantee in respect of each Borrower other than IPSCO;

(g)in the case of each Borrower other than IPSCO and of each Wholly-Owned Material Subsidiary that is not a Borrower, a Subsidiary Guarantee from each such Borrower and each such Wholly-Owned Material Subsidiary, it being acknowledged by each such Borrower and each such Wholly-Owned Material Subsidiary delivering a Subsidiary Guarantee that:  (i) the Borrowers and such Wholly-Owned Material Subsidiaries are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources; and (ii) each such Borrower and each such Wholly-Owned Material Subsidiary

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has received and continues to receive direct and indirect economic and financial benefits from the provision of Accommodations to the Borrowers; and

(h)if required by any Lender, a grid promissory note from such Borrower with a maximum aggregate principal amount equal to the Lender Group Commitment of the Lender Group that includes such Lender.

(2)Proceedings. All proceedings to be taken in connection with the transactions contemplated by this Agreement and any other Credit Document shall be satisfactory in form and substance to the Agent acting reasonably, and the Agent shall have received copies of all such instruments and other evidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

(3)Documentation. The Agent shall have received such Credit Documents as may be otherwise required by the Agent in accordance with the terms of this Agreement, all in form and substance satisfactory to the Agent and the Lenders.

(4)Other Conditions. The conditions set forth in Sections 6.1 and 6.3 shall have been fulfilled or performed.

6.3          Conditions Precedent to all Accommodations.

At any time, the obligation of the Lenders or any one or more of them to make an Accommodation and the right of a Borrower to deliver an Accommodation Notice shall be subject to the conditions, which conditions are for the exclusive benefit of the Agent and the Lenders and may, in the case of Sections 6.3(1) and 6.3(4), be waived in whole or in part by the Agent with the unanimous approval of the Lenders and, in the case of Sections 6.3(2) and 6.3(3), be waived in whole or in part by the Agent with the approval of the Majority Lenders, in each case in their sole discretion, that on the date of each such Accommodation, and after giving effect thereto and to the application of proceeds therefrom:

(1)Facility Limits. The Total Outstandings under the Credit Facility shall not exceed the Commitment.

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(2)Defaults or Events of Default. No Default or Event of Default has occurred and is continuing.

(3)Representations and Warranties. The representations and warranties in Article 7, other than those expressly stated to be made as of a specific date, shall be true and correct in all material respects on the date of each such Accommodation as if made on and as of such date.

(4)Payment of Expenses. The Agent shall have received payment of all expenses, including legal expenses, incurred by the Agent in connection with this Agreement and the Ancillary Agreements.

(5)No Material Adverse Effect. No event, condition or circumstance has arisen which would, or could reasonably be expected to, have a Material Adverse Effect.

(6)Compliance with Financial Covenants. In the case of an Accommodation requested at any time at which the Borrowers have not yet delivered to the Agent a Compliance Certificate as required by Section 8.1(1)(d) in respect of the Financial Quarter immediately preceding the date of request for such Accommodation, there is no reasonable expectation that the Borrowers will not be in compliance with all of the covenants in Section 8.3 at the end of such immediately preceding Financial Quarter.

6.4          Conditions Precedent to Initial Accommodations to Additional Borrowers.

When any Borrower executes an Assumption Agreement to become party to this Agreement and avail itself of the Credit Facility, the obligation of the Lenders or any one or more of them to make an Accommodation and the right of such Borrower to deliver an Accommodation Notice shall be subject to the conditions, which conditions are for the exclusive benefit of the Agent and the Lenders and may be waived in whole or in part by the Agent with the unanimous approval of the Lenders that, at or prior to the time of the initial Accommodation to such Borrower:

(1)Deliveries. The Agent shall have received on behalf of the Agent and all Lenders, an IPSCO Guarantee in respect of such Borrower, a Subsidiary Guarantee by such

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Borrower, the documentation contemplated in each of Sections 6.2(1)(a) through 6.2(1)(e) with respect to such Borrower, such IPSCO Guarantee and such Subsidiary Guarantee, together with a written acknowledgement by such Borrower that:

(a)such Borrower is operated as part of one consolidated business entity with the other Borrowers, and all Borrowers are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources; and

(b)such Borrower has received and continues to receive direct and indirect economic and financial benefits from the provision of Accommodations to the Borrowers,

and, if required by any Lender, a promissory note contemplated by Section 6.2(1)(h).

(2)Other Conditions. The conditions set forth in Section 6.3 shall have been fulfilled or performed.

ARTICLE 7
REPRESENTATIONS AND WARRANTIES

7.1          Representations and Warranties.

To induce the Agent and each of the Lenders to enter into this Agreement and to make Accommodations available hereunder, each of the Borrowers jointly and severally represents and warrants to the Agent and each of the Lenders that:

(a)Status and Power:  Such Borrower is an entity duly formed and organized and validly subsisting under the laws of its jurisdiction of formation and has full power and authority to own its Assets and to carry on its business as now conducted. Such Borrower has obtained all Authorizations required in respect of its operations, the absence of any of which would have a Material Adverse Effect, and such Borrower is not in default, and has received no notice of any Claim (other than Claims that are permitted hereunder) or default, with respect to any such Authorizations which would have a Material Adverse Effect.

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(b)Authorization:  Such Borrower has full power and authority and full legal right to enter into and perform its obligations under this Agreement and all Ancillary Agreements to which it is a party and to obtain Accommodations hereunder, and such Borrower has taken all action necessary to be taken by it to authorize such acts.

(c)Enforceability of Agreement:  This Agreement and each Ancillary Agreement to which such Borrower is a party constitute legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their respective terms, subject only to any limitation under applicable Laws relating to: (i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally; and (ii) the discretion that a court may exercise in the granting of equitable remedies.

(d)Compliance with Other Instruments:  The consummation of the transactions herein contemplated and the compliance with the terms, conditions and provisions of this Agreement and any of the Ancillary Agreements to which such Borrower is a party will not conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of (i) the certificate of incorporation, other constating documents or by-laws of such Borrower, or (ii) any agreement or instrument to which such Borrower is a party or by which it is bound, except in the case of any such conflict, breach or default of any such other agreement or instrument which would not have a Material Adverse Effect or result in the creation or imposition of any Encumbrance upon any Assets of any Borrower which is not a Permitted Encumbrance.

(e)No Event of Default:  No Default or Event of Default has occurred and is continuing nor has any event or condition occurred which, with the giving of notice or passage of time, or both, would constitute a default under any Agreement for Borrowed Money (other than this Agreement) to which any Borrower or any Subsidiary is a party, which default could reasonably be expected to have a Material Adverse Effect.

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(f)Restrictive Documents:  Such Borrower is not subject to any certificate of incorporation, constating document or by-law restriction, any Law, any Claim (other than Claims that are permitted hereunder), any contract or instrument, any Encumbrance or any other restriction of any kind or character which would be contravened, breached or violated by such Borrower by virtue of the execution, delivery, performance or observance of any of the terms of this Agreement or any of the Ancillary Agreements to which such Borrower is a party, if the result of such contravention, breach or violation would have a Material Adverse Effect.

(g)Environmental:  Such Borrower and its Subsidiaries:

(1)to the knowledge of such Borrower, are not in violation of any Environmental Laws,  where such violations, singly, or in the aggregate, would have a Material Adverse Effect;

(2)are not the subject of any pending, or to the knowledge of such Borrower, threatened actions, suits, proceedings, orders or Notices from any Person relating to a Release into the environment or workplace, the use, handling, transportation or storage of any Hazardous Substance in any of its operations or any Hazardous Substance in any other respect (except proceedings of a character normally incidental to the kind of business conducted by such Borrower or any Subsidiary of such Borrower) which, singly or in the aggregate, if adversely determined, would have a Material Adverse Effect; and

(3)have no knowledge of any past, unremedied, violations of any Environmental Laws affecting their business, operations or Assets, where such violations, singly or in the aggregate, would have a Material Adverse Effect.

(h)Financial Statements:  The financial statements delivered to the Agent and the Lenders pursuant to this Agreement fairly present the consolidated financial

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position of IPSCO Consolidated as at the dates thereof and the consolidated results of the operations of IPSCO Consolidated for the periods covered thereby and have been prepared by such Borrower in accordance with GAAP (subject, in the case of interim statements, to normal year-end audit adjustments). All financial, business and outlook projections provided to the Agent and the Lenders, or any of them, under or in connection with this Agreement were prepared in good faith based on assumptions which, at the time of preparation thereof, were believed to be reasonable and are believed to be reasonable estimates of the prospects of the businesses referred to therein.

(i)Carrying on Business:  Such Borrower and its Subsidiaries are qualified to carry on business in all jurisdictions in which the Assets owned or leased by them or the nature of the activities carried on by them make such qualification necessary, except to the extent that the non-qualification would not and could not reasonably be expected to have a Material Adverse Effect. Such Borrower and its Subsidiaries have all required permits, licenses and other authorizations required to own their respective Assets and to carry on the business in which they are engaged and all such permits, licenses and authorizations are in good standing, except to the extent that the absence thereof would not and could not reasonably be expected to have a Material Adverse Effect.

(j)No Defaults:  No Default or Event of Default has occurred and is continuing.

(k)Actions, Proceedings, etc.:  There are no actions, suits, arbitration or administrative proceedings or industrial or labour disputes outstanding or, to the knowledge of such Borrower after having made reasonable inquiry, pending or threatened, against any such Borrower or its Subsidiaries which, in any case would or could reasonably be expected to have a Material Adverse Effect except as set out in Schedule N hereto.

(l)No Material Adverse Effect:  Since December 31, 2003, no event or circumstance has occurred and no fact has become known to it that would, or could reasonably be expected to, have a Material Adverse Effect.

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(m)Insurance:  Such Borrower and its Subsidiaries maintain appropriate insurance coverage, including, business interruption insurance, that satisfies the covenants and conditions of the Credit Documents concerning insurance coverage.

(n)Title to Assets: Such Borrower and its Subsidiaries have good title to all personal or moveable Assets and good and marketable title or leasehold title (as the case may be), to all real or immoveable Assets or leasehold interests therein owned or leased by it, free and clear from any Encumbrance, other than any Permitted Encumbrances, and no Person has any agreement with it or right to acquire an interest in any such Assets except for such Assets that such Borrower or its Subsidiaries is permitted to sell in accordance with the terms of this Agreement.

(o)Taxes and Withholdings:  Such Borrower and its Subsidiaries have in a timely manner filed all tax returns, elections, filings and reports required by Law to be filed by them and such returns, elections, filings and reports are true, complete and correct in all material respects. Such Borrower and its Subsidiaries have paid, or reserved in their financial statements, all taxes which are due and payable, and have paid all assessments and reassessments and all other taxes, governmental charges, withholdings, penalties and fines due and payable by it other than those (i) which are not overdue by more than 5 Business Days, or (ii) if overdue by more than 5 Business Days, which are being contested in good faith and for which applicable reserves have been set aside by such Borrower or the applicable Subsidiary in accordance with GAAP.

(p)Compliance with Laws. Such Borrower and its Subsidiaries are in compliance with all applicable Laws, except in the instance that the application or construction of any such Law is being contested in good faith by appropriate proceedings diligently conducted and pursued and, the non-compliance with which would not, or could not reasonably be expected to, have a Material Adverse Effect.

(q)Canadian Plans and Canadian Welfare Plans:  Except for accruals in the ordinary course of business, all contributions required under applicable Law have

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been made to any Canadian Plans and Canadian Welfare Plans to which any of the Borrowers or their Subsidiaries are party, and there are no unfunded liabilities in respect of such plans that are not in compliance with applicable Laws. During the 12 consecutive month period prior to the date of Closing, no steps have been taken to terminate any such aforementioned plan and no contribution failure has occurred with respect to any such plans, in either case if such termination or contribution failure could reasonably be expected to give rise to any Encumbrance under any applicable Law.

(r)Labour Matters:  There are no strikes or other work stoppages initiated by employees against such Borrower or any of its Subsidiaries pending or, to the knowledge of such Borrower, threatened against such Borrower or any of its Subsidiaries which would, or could reasonably be expected to, have a Material Adverse Effect. There are no complaints under any labour, workplace, employment or similar laws against such Borrower or any of its Subsidiaries or, to the knowledge of such Borrower, threatened to be filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the business of such Borrower or any of its Subsidiaries which would, or could reasonably be expected to, have a Material Adverse Effect. Such Borrower and each of its Subsidiaries are in compliance with the terms and conditions of all collective bargaining agreements and all other labour agreements, if any, except for any such non-compliance which would not, or could not reasonably be expected to, have a Material Adverse Effect.

(s)No Margin Stock:  Such Borrower and its Subsidiaries do not own or have any present intention of acquiring any “margin stock” as defined in Regulation U (12 CFR Part 221, as amended) of the Board of Governors of the Federal Reserve System (herein called “Margin Stock”). None of the proceeds of any Accommodation will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or maintaining, reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any

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Margin Stock, or for any other purpose which might constitute this transaction a “purpose credit” within the meaning of such Regulation U. Neither such Borrower nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or any of the Ancillary Agreements to violate, or be inconsistent with, Regulation U or Regulation X (12 CFR Part 224, as amended) or any other regulation of the Board of Governors of the Federal Reserve System or to violate, or be inconsistent with, the Securities Exchange Act of 1934, as amended, in each case as in effect now or as the same may hereafter be in effect.

(t)ERISA Matters:  Each of the ERISA Companies is in compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all U.S. Plans and the entering into of this Agreement and the Ancillary Agreements does not constitute a prohibited transaction under ERISA (or the applicable Borrower is otherwise exempt therefrom). No accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any U.S. Plan. No liability to the Pension Benefit Guaranty Corporation (“PBGC”) has been or is expected to be incurred with respect to any U.S. Plan, and no contribution failure has occurred with respect to any U.S. Plan sufficient to give rise to a lien under Section 302(f) of ERISA. No ERISA Company has incurred or expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan. Each of the non-qualified Plans referred to in Schedule O attached hereto is treated under ERISA as unfunded and is maintained for a select group of management or highly compensated employees.

(u)No Other Material Facts:  Except for financial, business and outlook projections which have been provided in writing to the Agent and the Lenders (as to which no representation or warranty is made except as provided in Section 7.1(h)), none of this Agreement or any of the Credit Documents or any certificate or statement in writing which has been supplied by or on behalf of any of the Borrowers in connection with this Agreement contains any untrue statement of a material fact,

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or omits any statement of a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to any of the Borrowers which has not been disclosed to the Agent and the Lenders in writing and which would have, or could reasonably be expected to have, a Material Adverse Effect.

Each of the representations and warranties contained in this Section 7.1 shall be deemed to be continually repeated by the relevant Borrowers at the time and date of each Accommodation.

7.2          Survival of Representations and Warranties.

All of the representations and warranties of the Borrowers contained in Section 7.1 shall survive the execution and delivery of this Agreement and shall continue in full force and effect until all amounts owing hereunder have been repaid and the Credit Facility has been terminated notwithstanding any investigation made at any time by or on behalf of the Agent or any of the Lenders.

7.3          No Representations by Lenders.

No representation, warranty or other statement made by the Agent or any one or more of the Lenders in respect of the Credit Facility or any Accommodation made hereunder shall be binding on such Person unless made by it in writing as a specific amendment to this Agreement.

ARTICLE 8
COVENANTS OF THE BORROWER

8.1          Affirmative Covenants.

So long as any amount owing hereunder remains unpaid or the Lenders have any Commitment under this Agreement, and unless the Agent on behalf of the Majority Lenders shall otherwise consent, each of the Borrowers jointly and severally agrees with the Agent and the Lenders that it shall:

(1)Financial Reporting and Deliveries. Cause to be delivered to the Agent the following documents, in form and substance satisfactory to the Agent, acting reasonably:

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(a)as soon as available and in any event within 60 days after the end of each Financial Quarter of IPSCO: (i) the unaudited consolidated financial statements of IPSCO Consolidated as of the end of each such Financial Quarter (other than the fourth Financial Quarter) in accordance with GAAP, including a balance sheet, statement of income and retained earnings and a statement of changes in cash position; and (ii) the unaudited non-consolidated financial statements of each of the Borrowers as of the end of each such Financial Quarter in accordance with GAAP, including a balance sheet, statement of income and retained earnings and a statement of changes in cash position, and in each case for the period commencing at the end of the previous Financial Year and ending with the end of such Financial Quarter, and setting forth in comparative form the figures for the corresponding Financial Quarter and the corresponding portion of the previous Financial Year, all certified as to consistency (or exceptions therefrom) by the Chief Financial Officer of IPSCO;

(b)promptly upon receipt thereof, a copy of each management letter or report submitted to the board of directors (or any committee thereof) of IPSCO from IPSCO’s independent auditors in connection with any annual, interim or special audit made by them of the books of IPSCO or any of its Consolidated Subsidiaries, where such letters or reports relate to any matter which could have a Material Adverse Effect;

(c)as soon as available and in any event within 120 days after the end of each Financial Year of IPSCO, a copy of the audited consolidated financial statements of IPSCO Consolidated for such Financial Year reported on by IPSCO’s independent auditors;

(d)concurrently with each delivery of its quarterly financial statements and annual financial statements as provided above (and within 60 days after the end of its fourth Financial Quarter in each Financial Year), a Compliance Certificate of the Chief Financial Officer of IPSCO, which Compliance Certificate shall include, without limitation, (i) calculations of the financial covenants specified in Section

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8.3 of this Agreement, and (ii) where delivered in relation to the annual statements, a schedule detailing all Consolidated Subsidiaries of IPSCO which includes, without limitation, a breakdown of the ownership, the Revenue and Assets of each Consolidated Subsidiary, and the percentage that such Revenue and Assets bears to the Consolidated Revenue and Consolidated Assets of IPSCO Consolidated for their most recently completed Financial Year;

(e)as soon as available and in any event no later than 180 days prior to the first day of each Financial Year, an annual financial forecast for the ensuing Financial Year and the next following Financial Year of IPSCO and its Subsidiaries, including a budget for each such Financial Year, and setting forth financial projections for the Borrowers on a consolidated basis, which shall include a projected income statement, projected balance sheet, projected statement of changes in funds and estimates of capital expenditures, all broken down quarterly, and otherwise in detail acceptable to the Agent and Lenders; and

(f)as soon as available and in any event within 60 days of the end of each Financial Quarter of IPSCO, an asset coverage report outlining the accounts receivable and inventory of IPSCO Consolidated which are not subject to any Encumbrance and outlining the Total Outstandings under the Credit Facility.

(2)Additional Reporting and Deliveries. Cause to be delivered to the Agent the following documents, in form and substance satisfactory to the Agent:

(a)as soon as possible and in any event within five days after the (i) occurrence of each Default or Event of Default, or (ii) the occurrence of any event or condition which, with the giving of notice or passage of time, or both, may constitute a default under (A) any Agreement for Borrowed Money (other than this Agreement) to which such Borrower, any other Borrower or any other Credit Party is a party, or (B) any Agreement for Borrowed Money (other than this Agreement) to which any Subsidiary of IPSCO (other than any Borrower or any other Credit Party) is a party where the result of such default would have a Material Adverse Effect, a statement of the Chief Financial Officer of such

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Borrower setting forth the details of such Default, Event of Default or other event or condition, and the action which such Borrower proposes to take or has taken with respect thereto;

(b)as soon as possible and in any event within five days after the determination thereof, notice of all liabilities, including contingent liabilities (as defined by GAAP), arising as a result of any non-compliance by such Borrower or any of its Subsidiaries with any Environmental Law, where the reasonably anticipated aggregate liabilities caused by such non-compliance would exceed 1% of Consolidated Tangible Net Worth, together with the details of such non-compliance;

(c)promptly after the occurrence thereof, notice of any action, suit, dispute, arbitration, proceeding, labour or industrial grievance or other circumstance affecting any Borrower or any of their Subsidiaries, the result of which if determined adversely would, or could reasonably be expected to, have a Material Adverse Effect, together with copies of the details of such actions, suits, disputes, arbitrations, proceedings, grievances or other circumstances, and all reasonable information requested by any of the Lenders concerning the status thereof.

(d)promptly upon the occurrence thereof, notice of any action taken by any other lender to such Borrower, any other Borrower or any Subsidiary to recover amounts owing to such lender; and

(e)promptly upon the occurrence thereof, notice of any circumstance or event which would, or could reasonably be expected to, have a Material Adverse Effect.

(3)Pay Amounts. Pay all amounts of principal, interest, fees, costs and expenses owing hereunder by such Borrower on the dates, at the times and at the places specified in this Agreement or under any other Credit Document to which such Borrower is a party.

(4)Ranking. Ensure, and cause each Credit Party to ensure, that the Claims of the Agent and the Lenders against such Borrower or Credit Party under this Agreement or a

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Subsidiary Guarantee, as the case may be, will rank in priority to, or pari passu with, the Claims of all other Persons against such Borrower or such Credit Party (other than any Claims permitted hereunder to rank in priority to the Claims of the Agent and the Lenders).

(5)Existence. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, rights (charter and statutory), agreements, licenses, permits, authorizations, operations, contracts, franchises and other arrangements, the loss of which existence, rights, agreements, licences, permits, authorizations, operations, franchises or other arrangements would have a Material Adverse Effect.

(6)Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, with the requirements of all Laws, including Environmental Laws and the requirement not to act in a manner which is oppressive or unfairly prejudicial to or unfairly disregards the interests of any security holder, creditor, director or officer, the non-compliance with which would have a Material Adverse Effect.

(7)Payment of Taxes and Claims. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent: (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its Assets, unless and for so long as such Borrower or its applicable Subsidiary is disputing diligently, in good faith and by proper legal proceedings, the amount, nature or existence of such taxes, assessments or governmental charges or levies; and (ii) all lawful Claims which, if unpaid, might by Law become an Encumbrance upon its Assets, in each case except for any such tax, assessment, charge or Claim which would result in an Encumbrance which is a Permitted Encumbrance or for which the failure to pay and discharge would not, or could not reasonably be expected to, have a Material Adverse Effect.

(8)Visitation and Inspection. At any reasonable time or times, permit the Agent, or its authorized representatives, full and reasonable access to the premises of IPSCO and each of its Subsidiaries, and to all business, financial and computer records of IPSCO and each of its Subsidiaries, which might, in the reasonable opinion of the Agent, be considered to be relevant to any of the terms and conditions of any of the Credit Documents, and to

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take copies thereof, and to discuss the business, affairs, finances and accounts of, and the compliance with the terms of this Agreement by, IPSCO and each of its Subsidiaries with the officer appointed as (or performing the functions of) the Chief Financial Officer of IPSCO and each of its Subsidiaries.

(9)Condition of Assets. Keep, and cause each of its Subsidiaries to keep, its Assets (except for land and buildings, machinery and equipment which are obsolete or surplus to the requirements of IPSCO Consolidated) in good repair, working order and condition (reasonable wear and tear excepted) and, from time to time, make all needed and proper renewals, replacements, additions and improvements thereto.

(10)Insurance. Maintain in respect of itself, and each of its Subsidiaries, or cause each of its Subsidiaries to maintain directly, insurance coverage with financially sound and reputable insurers in such forms and amounts and against such risks as are customary for Persons with established reputations engaged in the same or a similar business and owning and operating similar Assets, and from time to time upon request by the Agent, provide the Agent with a certificate of insurance evidencing that all such insurance is in full force and effect at such time.

(11)Security and Covenant Structure. If at any time after the Closing, a Borrower or Credit Party shall enter into or become a party to any instrument or agreement (including by way of merger, amalgamation or otherwise), including any amendment or modification of any such instruments or agreements in existence as of the date hereof, relating to or amending any provisions applicable to any of its Debt or Hedging Liabilities which in the aggregate, together with any related Debt, exceeds U.S. $35,000,000, which instruments or agreements include provisions relating to Encumbrances in relation to Assets, covenants or defaults, in each case not substantially provided for the benefit of the Agent and the Lenders in this Agreement or the Credit Documents or provisions which IPSCO reasonably determines are materially more favourable to the lender or lenders thereunder than those provided for the benefit of the Agent and the Lenders in this Agreement or the Credit Documents, then the Borrowers shall promptly so advise the Agent and the Lenders. Thereupon, if the Agent or the

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Majority Lenders shall request, upon notice to the Borrowers, the Agent and the Lenders shall, as soon as reasonably practical, enter into an amendment to this Agreement or an additional agreement and such other Credit Documents as may be reasonably required (as the Agent may request), providing for substantially the same Encumbrances, covenants and defaults as those provided for in such instrument or agreement to the extent required and as may be selected by the Agent.

(12)Reporting. Provide the Agent and the Lenders with such additional information and financial data as the Agent may reasonably request from time to time.

(13)Further Assurances. At its cost and expense, upon request of the Agent, duly execute and deliver or cause to be duly executed and delivered to the Agent such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Agent to carry out more effectually, but without expanding, the provisions and purposes of the Credit Documents.

8.2Negative Covenants.

So long as any amount owing hereunder remains unpaid or any of the Lenders has any Commitment under this Agreement, and unless the Agent on behalf of the Majority Lenders shall otherwise consent, each of the Borrowers jointly and severally agrees with the Agent and the Lenders that it shall not:

(1)Encumbrances. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Encumbrance on any of its Assets other than Permitted Encumbrances.

(2)Disposal of Assets. Dispose of, or permit any of its Subsidiaries to Dispose of, any of its Assets (including any Disposition of any Debt of, or any Equity Interests in, a Borrower or any Subsidiary otherwise permitted in accordance with Section 8.2(3) or any Disposition otherwise permitted in accordance with Sections 8.2(5) or 8.2(6)), except for: (a) any Disposition of inventory in the ordinary course of business or of surplus or obsolete land and buildings, machinery and equipment; (b) any Disposition to a Credit Party, provided that such Credit Party has executed and delivered a Subsidiary Guarantee

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and the documentation contemplated in each of Sections 6.2(1)(a) through 6.2(1)(e), (c) (i) in any four consecutive Financial Quarters, any Dispositions of Assets not greater than U.S. $285,000,000.00 in the aggregate, and (ii) during the period commencing on the date of this Agreement and ending on the Maturity Date, any Dispositions of Assets not greater than U.S. $475,000,000.00 in the aggregate (in each case, including any Disposition otherwise permitted in accordance with Section 8.2(6), but excluding any Disposition otherwise permitted in clauses (a) and (b) of this Section 8.2(2)); and (d) any Disposition of a Permitted Investment of the type specified in clauses (a), (b), (c), (d) or (f) of the definition of Permitted Investments as part of the normal course treasury management operations of IPSCO and in consideration for cash or Cash Equivalents of like value.

(3)Shares and Debt.

(a)Dispose of, or permit any of its Subsidiaries to Dispose of, any Debt of, or any Equity Interests in, such Borrower or any Subsidiary, except for: (i) any Disposition of any Debt of, or any Equity Interests in, any Borrower or any Subsidiary, to a Credit Party; and (ii) any Disposition of all of the Debt of, and all Equity Interests in, any Subsidiary (other than a Borrower) as an entirety if all of the Assets of such Subsidiary would otherwise be permitted to be Disposed of in accordance with Section 8.2(2).

(b)Issue, or permit any of its Wholly-Owned Subsidiaries to issue, any Equity Interests (other than IPSCO), except to a Credit Party.

(4)Guarantees and Indemnities. Guarantee or indemnify, or permit any of its Subsidiaries to guarantee or indemnify, any Debt or Hedging Liabilities of any other Person at any time (other than any Debt or Hedging Liabilities of a Credit Party), except to the extent that: (a) any such guarantee or indemnity is granted in the ordinary course of, or otherwise in furtherance of, the business of such Borrower or such Subsidiary; and (b) all such guarantees and indemnities outstanding at such time would not result in liability to the Borrowers and their Subsidiaries in excess of U.S. $20,000,000 in the aggregate at such time.

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(5)Non-Capitalized Lease Obligations/Sale-Leaseback Transactions. Create or incur, or permit any of its Subsidiaries to create or incur, any Non-Capitalized Lease Obligation, or effect any Sale-Leaseback Transactions, at any time, except to the extent that: (a) any such Non-Capitalized Lease Obligation is entered into in the ordinary course of, or otherwise in furtherance of, the ordinary course of business of such Borrower or such Subsidiary; and (b) the fair market value of the Assets of the Borrowers (another than real property and office leases) and their Subsidiaries subject to all outstanding Non-Capitalized Leases plus the aggregate lease commitments in respect of real property and office leases at such time, determined on the basis of the fair market value of such Assets or lease commitments at the inception of such Non-Capitalized Leases or real property leases, would not exceed U.S. $60,000,000 in the aggregate at such time; and (c) the aggregate level of lease payments to be made in any calendar year in respect of all Non-Capitalized Lease Obligations and Sale-Leaseback Transactions, including the lease payments to be made in such calendar year in respect of the Bank One Lease Obligation, shall not exceed U.S. $30,000,000. Notwithstanding the immediately preceding sentence, (i) each of the Bank One Lease Obligation, the St. Paul Lease Obligation and the Houston Lease Obligation shall be permitted and shall not be subject to the restrictions set out in clauses (a) and (b) in this Section 8.2(5) (but shall be subject to the restriction set out in clause (c) in this Section 8.2(5)); and (ii) Non-Capitalized Lease Obligations and Sale-Leaseback Transactions entered into between Credit Parties shall be permitted and shall not be subject to the restrictions set out in clauses (a), (b) and (c) in this Section 8.2(5).

(6)Mergers, Etc. (a) Consolidate with or merge into any other Person; (b) permit any other Person to consolidate with or merge into such Borrower or any of its Subsidiaries (except, in the case of a transaction involving a Credit Party in which the Credit Party remains a Credit Party); (c) directly or indirectly, Dispose of all, or substantially all, of the undertaking and Assets of such Borrower or any of its Subsidiaries as an entirety (except as permitted in Section 8.2(2)(b) or (c); or (d) permit itself, or any of its Subsidiaries to, (i) acquire Equity Interests of any other Person such that such Person becomes a Subsidiary of such Borrower or (ii) directly or indirectly, purchase or otherwise acquire all, or substantially all, of the undertaking and Assets of any Person as

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an entirety or any existing business (whether existing as a separate entity, subsidiary, division, unit or otherwise) of any Person (except as permitted in Section 8.2(13)(b) or (c)).

(7)Restrictive Agreements. Enter into, or suffer to exist, or permit any of its Subsidiaries to enter into, or suffer to exist, any contract or agreement (including any amendment or addition to the constating documents of such Borrower or Subsidiary), or any transaction that has a substantially similar effect, that imposes restrictions on the ability of such Borrower or any Subsidiary to:

(a)pay principal, interest, dividends or other distributions (except in the case of dividends or distributions payable by IPSCO); or

(b)grant Encumbrances over its accounts receivable and inventory to secure payment of amounts owing in respect of the Credit Facility, provided that this restriction shall not apply to those contracts or agreements described in Schedule “Q”, to the extent such contracts or agreements impose such restrictions as at the date hereof.

(8)Transactions and Insiders. Directly or indirectly purchase, acquire or lease any Assets from, or Dispose any Assets to, or permit any of its Subsidiaries to purchase, acquire or lease any Assets from, or Dispose any Assets to (or enter into any transaction that has a substantially similar effect to any of the foregoing), any shareholder, director, officer, agent or employee of such Borrower or such Subsidiary, or any Person not acting at arm’s length to any one or more of such Persons, except: (a) for any such purchase, acquisition or Disposition at prices and on terms not less favourable to such Borrower or such Subsidiary than those which could reasonably be expected to have been obtained in an arm’s-length transaction with a non-affiliated third party; (b) for any such purchases, acquisitions or Dispositions by the Borrowers and the Subsidiaries not exceeding U.S. $10,000,000 in the aggregate, calculated to include all such purchases, acquisitions or Dispositions from the date of execution of this Agreement to and including the time of any such purchase, acquisition or Disposition, but excluding all such purchases, acquisitions or Dispositions otherwise permitted by Section 8.2(8)(a), (c) or (d); (c) for

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any such purchase, acquisition or Disposition to a Credit Party; (d) for any Non-Capitalized Lease Obligation entered into between Credit Parties.

(9)Change in Business. Discontinue any of its businesses or change the nature of its business or engage in any other business, or permit any of its Subsidiaries to discontinue any of its businesses or change the nature of its business or engage in any other business if, as a result thereof, the general nature of the businesses which would then be engaged in collectively by IPSCO and its Subsidiaries would be substantially different from the general nature of the businesses engaged in collectively by IPSCO and its Subsidiaries at the date hereof.

(10)Reporting Currency. Fail to report its financial results in U.S. Dollars.

(11)Bank One Lease Documentation. Amend, modify, waive, or change any of the terms of the Bank One Lease Documentation in a manner that might:  (a) give rise to a Material Adverse Effect; or (b) otherwise impair the rights of the Agent and the Lenders under any of the Credit Documents, in either case without the prior written consent of the Agent on behalf of the Lenders.

(12)Capital Expenditures. Incur, on a consolidated basis, in any calendar year, capital expenditures exceeding U.S. $190,000,000.00 in the aggregate.

(13)Investments. Make any Investments, or permit any of its Subsidiaries to make any Investments, except for: (a) Permitted Investments; (b) Investments by one Credit Party in any other Credit Party; (c) Investments in and to Persons other than Credit Parties, at any time not exceeding 7.5% of Consolidated Tangible Net Worth in the aggregate at such time; and (d) (i) in any four consecutive Financial Quarters, Investments not greater than U.S. $285,000,000.00 in the aggregate (ii) during the period commencing on the date of this Agreement and ending on the Maturity Date, Investments not greater than U.S. $475,000,000.00 in the aggregate.

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8.3Financial Covenants.

So long as any amount owing hereunder remains unpaid or any of the Lenders has any Commitment under this Agreement, and unless the Agent on behalf of the Majority Lenders shall otherwise consent, each of the Borrowers jointly and severally agrees that it shall not:

(1)Permit, at any time, the ratio of Consolidated Current Assets to Consolidated Current Liabilities to be less than 1.0:1.

(2)Permit, at any time, Consolidated Tangible Net Worth to be less than: (i) U.S. $750,000,000; plus (ii) 50% of the cumulative Consolidated Net Income (expressed in U.S. Dollars) for the period from July 1, 2004 to the last day of the most recently completed Financial Quarter; plus; (iii) 75% of the Net Available Equity Issuance Proceeds for the period from July 1, 2004 to the last day of the most recently completed Financial Quarter, provided that, when determining the cumulative Consolidated Net Income for any period for the purposes of this Section 8.3(3), the Consolidated Net Income for any Financial Quarter shall be deemed to be zero if it is a negative amount.

(3)Permit, at any time, the ratio of Consolidated Debt (less unrestricted cash and Cash Equivalents of IPSCO Consolidated) to Consolidated Total Capitalization to exceed: (a) 0.35:1 for each Financial Quarter ending prior to or on June 30, 2005; (b) 0.325:1 for each Financial Quarter ending after June 30, 2005 and prior to or on December 31, 2005 and (c) 0.30:1 for each Financial Quarter ending after December 31, 2005.

(4)Permit, at any time, the ratio of Consolidated Free Cash Flow to Consolidated Fixed Charges to be less than: (a) 1.25:1 for each Financial Quarter ending prior to or on September 30, 2005; and (b) 1.5:1 for each Financial Quarter ending after September 30, 2005.

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(5)Permit, at any time (i) the Tangible Assets of the Borrowers and the Guarantors which are Wholly-Owned Subsidiaries to comprise less than 90% of the Consolidated Tangible Assets of IPSCO Consolidated, or (ii) the Revenue of the Borrowers and the Guarantors which are Wholly-Owned Subsidiaries to comprise less than 90% of the Consolidated Revenue of IPSCO Consolidated, in each case measured on a trailing 12 month basis.

ARTICLE 9
EVENTS OF DEFAULT

9.1Events of Default.

If any of the following items (each an “Event of Default”) shall occur and be continuing:

(a)a Borrower shall fail to pay when due any portion of the Outstandings or interest due hereunder;

(b)a Borrower shall fail to pay when due any Fees or other amounts due hereunder and such failure shall remain unremedied for three Business Days after such Borrower has knowledge of the non-payment thereof;

(c)any representation or warranty or certification made or deemed to be made by a Borrower, (or any director or officer thereof) in connection with this Agreement or any other Credit Document delivered to the Agent or any one or more of the Lenders shall prove to have been incorrect in any material respect when made or deemed to be made;

(d)a Borrower shall fail to perform or observe the financial covenants contained in Section 8.3 or any of the covenants contained in Sections 2.4 or 8.2;

(e)a Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement (excluding, for greater certainty, the covenants referred to in Section 9.1(d)) or any other Credit Document on its part to be performed or observed and such failure shall remain unremedied for 10 Business Days after any Credit Party becoming aware of such failure, or if such failure is

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capable of being remedied and such Borrower is diligently taking all necessary steps to remedy such failure, for an additional 10 Business Days from the expiry of the first-mentioned 10 Business Day period;

(f)with respect to any Debt or Hedging Liabilities of a Borrower or any of its Subsidiaries under any other Agreement for Borrowed Money: (i) such Borrower or Subsidiary shall fail to pay any principal, interest or other amount in an aggregate amount in excess of Cdn. $5,000,000 (or the Equivalent U.S. $Amount) when such amount becomes due and payable (whether by scheduled maturity, required repayment, acceleration, demand or otherwise) and such failure shall continue after any applicable grace period specified in such Agreement for Borrowed Money (unless such failure has been waived and written notice of such waiver has been provided to Agent prior to the expiration of any applicable grace period); or (ii) any other event shall occur and shall continue after any applicable grace period specified in such Agreement for Borrowed Money (unless such failure has been waived and written notice of such waiver has been provided to Agent prior to the expiration of any applicable grace period), if the effect of such event is to accelerate, or to permit the acceleration of, the maturity of Debt or Hedging Liabilities in an aggregate amount in excess of Cdn. $5,000,000 (or the Equivalent U.S. $Amount);

(g)a Borrower or any of its Subsidiaries shall: (i) become insolvent or generally not pay its debts as such debts become due; (ii) admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; (iii) file a notice of intention to file a proposal under any Law relating to bankruptcy, insolvency or reorganization or relief of creditors; (iv) institute or have instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) any liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Assets, and, in the case

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of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Assets) shall occur; or (v) take any corporate action to authorize any of the foregoing events;

(h)any judgment or order for the payment of money in excess of Cdn. $5,000,000 (or the Equivalent U.S. $Amount) shall be rendered against a Borrower or any of its Subsidiaries and either: (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and such enforcement proceedings shall not have been stayed within two days of the commencement thereof; or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(i)this Agreement or any other Credit Document, or any material provision hereof or thereof, shall at any time after execution and delivery hereof or thereof, for any reason, cease to be a legal, valid and binding obligation of any of the Credit Parties party thereto or ceases to be enforceable against any such Credit Party in accordance with its terms or shall be declared to be null and void, or the legality, validity, binding nature or enforceability of this Agreement or any other Credit Documents, or any provision hereof or thereof, shall be contested by any Credit Party, or any Credit Party shall deny that it has any further liabilities or obligations hereunder or thereunder;

(j)any secured creditor, encumbrancer or lienor or any trustee, interim receiver, receiver, receiver and manager, administrative receiver, agent, bailiff or other similar official appointed by any such creditor, encumbrancer or lienor, takes possession of or forecloses, seizes, retains, sells or otherwise disposes of, or otherwise proceeds to enforce security over, all or a substantial part of the Assets of any Credit Party or gives notice of its intention to do any of the foregoing;

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(k)the occurrence of any Change of Control;

(l)during any such time or times where the senior debt ratings of IPSCO are not, in each case, at least equal to BBB(low) from DBRS, BBB- from S&P and Baa3 from Moody’s, the occurrence of any event or circumstance that would, in the reasonable determination of the Majority Lenders, reasonably be expected to have a Material Adverse Effect; or

(m)any Borrower ceases to be a direct or indirect Wholly-Owned Subsidiary of IPSCO;

then, and in any such event, no Lender shall be under any further obligation to provide any Accommodations hereunder, and the Majority Lenders may instruct the Agent to give written notice to the Borrowers: (i) declaring the obligations of the Lenders or any one or more of them to make further Accommodations terminated; and (ii) declaring the principal amount of all outstanding Advances and an amount equal to the Face Amount of each Bankers’ Acceptance and BA Equivalent Note and the contingent amount of all Letters then outstanding, all costs of unwinding Bankers’ Acceptances and LIBOR Advances, all interest and Fees accrued hereunder, and all other amounts payable under this Agreement or any other Credit Document to be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower; and/or (iii) demanding that the Borrowers shall deposit forthwith with the Agent in accordance with Section 9.2 for the Lenders’ benefit, cash collateral equal to the full Face Amount at maturity of all Letters and Bankers’ Acceptances then outstanding for its account. Notwithstanding the preceding sentence, if any Event of Default of the type described in Section 9.1(g) occurs in respect of any Credit Party, then without prejudice to the other rights of the Agent and the Lenders arising as a result of such Event of Default, without any notice or action of any kind by the Agent or the Lenders, and without presentment, demand or protest (all of which are hereby expressly waived by each Borrower): (i) the obligations of the Lenders or any one or more of them to make further Accommodations shall immediately terminate; and (ii) the principal amount of all outstanding Advances and an amount equal to the Face Amount of each Bankers’ Acceptance, BA Equivalent Note and the contingent amount of all Letters then outstanding, all costs of

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unwinding Bankers’ Acceptance and LIBOR Advances, all interest and Fees accrued hereunder, and all other amounts payable under this Agreement or any other Credit Document shall immediately become due and payable; and (iii) the Borrowers shall deposit forthwith with the Agent in accordance with Section 9.2 for the Lenders’ benefit, cash collateral equal to the full Face Amount at maturity of all Letters and Bankers’ Acceptances then outstanding for its account.

9.2Payment of Letters, Etc.

Immediately upon the Total Outstandings becoming due and payable in accordance with Section 9.1, the Borrowers shall, without necessity of further act or evidence, be and become thereby unconditionally obligated to deposit forthwith with the Agent for the benefit of the Issuing Lender and each other applicable Lender, cash collateral equal to the full Face Amount at maturity of all Letters and Bankers’ Acceptances then outstanding for its account and the Borrowers hereby unconditionally promise and agree to deposit with the Agent immediately upon such demand cash collateral in the amount so demanded. The Borrowers authorize the Lenders, or any of them, to debit their accounts with the amount required to pay such Letters and to pay such Bankers’ Acceptances notwithstanding that such Bankers’ Acceptances may be held by the Lenders or any of them, in their own right at maturity. Amounts paid to the Agent pursuant to such demand in respect of Bankers’ Acceptances and Letters shall be applied against, and shall reduce, pro rata among the Lenders to the extent of the amounts paid to the Agent in respect of Bankers’ Acceptances and Letters, respectively, the obligations of the Borrowers to pay amounts then or thereafter payable under Bankers’ Acceptances and Letters, respectively, at the times amounts become payable thereunder.

9.3Expense of Lender.

Upon the occurrence of any Default or Event of Default which has not been waived and is continuing, the Agent may take any action the Majority Lenders consider advisable in their sole discretion to remedy the effect of such Default or Event of Default. All expenses, costs and charges incurred by or on behalf of the Agent in connection with: (i) any remedial action taken pursuant to this Section; or (ii) any obligation of the Borrowers to the Agent or any one or more of the Lenders hereunder or under any other Credit Documents, including all reasonable fees,

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court costs, receiver’s or agent’s remuneration and other expenses shall be added to and form a part of the Total Outstandings.

9.4Remedies Cumulative.

The rights and remedies of the Lenders under the Credit Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by Law. Any single or partial exercise by the Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement contained herein or in any other Credit Documents shall not be deemed to be a waiver of or to alter, effect or prejudice any other right or remedy or other rights or remedies to which the Lenders may be lawfully entitled for the same default or breach. Any waiver by the Lenders of the strict observance, performance or compliance with any term, covenant, condition or agreement contained herein or in any other Credit Documents, and any indulgence granted by the Lenders shall be deemed not to be a waiver of any subsequent default or breach.

ARTICLE 10
PAYMENTS, COMPUTATIONS AND INDEMNITY

10.1Timing of Payments under this Agreement, etc.

(1)Unless otherwise expressly provided in this Agreement, each Borrower shall make any payment required to be made by it to the Agent by depositing the amount of such payment in the appropriate Payment Account not later than 11:00 a.m. (Toronto time) on the date such payment is due.

(2)Unless otherwise expressly provided in this Agreement, the Agent shall make any Accommodation or other payment to a Borrower hereunder by crediting or causing the crediting of its Borrower’s Canadian Dollar Account or the Borrower’s U.S. Dollar Account, as the case may be, with the amount of such Accommodation not later than 2:00 p.m. (Toronto time) on the date such Accommodation is to be made.

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(3)Each Borrower hereby authorizes the Agent, if and to the extent payment owed to the Agent by such Borrower is not made when due hereunder, to charge from time to time against such Borrower’s accounts with the Agent any amount so due.

(4)Unless otherwise expressly provided in this Agreement, each Lender shall make any payment required to be made by it to the Agent hereunder by depositing the amount of such payment in the Payment Account not later than 12:00 noon (Toronto time) on the date such payment is due.

10.2Payments on Non-Business Days.

Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest. If any such extension would cause payment of interest on a LIBOR Advance to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day.

10.3Overdue Amounts.

All amounts owed by a Borrower to the Agent or any of the Lenders which are not paid when due (whether at stated maturity, on demand, by acceleration or otherwise) shall bear interest (both before and after judgment), from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times, in the case of amounts payable in Canadian Dollars, to the rate per annum payable in respect of Floating Rate Advances plus 2% per annum and, in the case of amounts payable in U.S. Dollars, to the rate per annum payable in respect of U.S. Base Rate Advances plus 2% per annum.

10.4Application of Payments and Optional Prepayments.

(1)All amounts received by the Agent from or on behalf of a Borrower pursuant to Article 10 in respect of any contingent liability of the Agent or any of the Lenders which has not yet become due or expired: (i) shall, unless otherwise provided in this Agreement, be held by the Agent in trust until such liability becomes due or expires, whichever is earlier; and (ii) shall be applied at such time firstly, in reduction of such liability, to the extent it has become due, and secondly, in accordance with Section 10.4(2).

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(2)All amounts received by the Agent from or on behalf of a Borrower and not previously applied pursuant to this Agreement shall be applied by the Agent as follows:

(a)first, in reduction of such Borrower’s obligation to pay any unpaid interest accrued on the principal amount of Advances or on any other amount owing hereunder;

(b)second, in reduction of such Borrower’s obligation to pay any Fees which are due and owing, and any costs, expenses or Losses referred to in Section 10.6 or 10.7;

(c)third, in reduction of such Borrower’s obligation to pay any amounts due and owing on account of any unpaid principal amount of Advances which is due and owing;

(d)fourth, in reduction of such Borrower’s obligation to pay any other unpaid Outstandings which are due and owing;

(e)fifth, in reduction of any other obligation of such Borrower under this Agreement; and

(f)sixth, to such Borrower or such other Persons as may lawfully be entitled to the remainder, or as any court of competent jurisdiction may otherwise direct.

10.5Computations of Interest and Fees.

(1)All computations of interest shall be made by the Agent according to its practice daily, taking into account the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable pursuant to Section 3.3, and: (i) if based on the Floating Rate or the U.S. Base Rate in Canada or the United States, on the basis of a year of 365 days or 366 days in the case of a leap year; or (ii) if based on LIBOR, on the basis of a year of 360 days. Upon determination of the rates of interest applicable to any Accommodation hereunder, the Agent shall notify the Borrower and the Lenders of such rate.

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(2)All computations of Fees shall be made by the Agent on the basis of a year of 365 days or 366 days in the case of a leap year taking into account the actual number of days (including the first day but excluding the last day) occurring on the period for which such Fees are payable.

(3)For purposes of the Interest Act (Canada): (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is calculated ends, and (z) divided by 360; (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

(4)Notwithstanding any provision to the contrary contained in this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code, Revised Statutes of Canada, 1985, c.46 as the same may be amended, replaced or re-enacted from time to time) payable under this Agreement exceed the maximum amount of interest on the “Credit advanced” (as defined in that section) under this Agreement lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of the applicable Borrower and the Agent and the amount of such payment or collection shall be refunded to such Borrower. For purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term the Credit Facility is outstanding on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent will be conclusive for the purposes of such determination.

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(5)Each determination by the Agent of an amount of interest or Fees payable by the Borrower hereunder or of any amount payable by the Agent or any one or more of the Lenders shall be rebuttably presumed to be correct for all purposes absent manifest error.

10.6Judgment Currency.

(1)If, for the purposes of obtaining judgment in any court, it is necessary to convert any sum due or owing hereunder or under any other Credit Document to the Agent or any one or more of the Lenders in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the Original Currency with the Other Currency on the Business Day preceding that on which final judgment is granted.

(2)The obligations of a Borrower in respect of any sum due in the Original Currency from it to the Agent or any one or more of the Lenders under any of the Credit Documents shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in such Other Currency, the Agent may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due or owing to the Agent or any one or more of the Lenders in the Original Currency, such Borrower shall, as a separate obligation and notwithstanding any such judgment, indemnify the Agent or such Lender against such Loss, and if the amount of the Original Currency so purchased exceeds the sum originally due or owing to the Agent or any one or more of the Lenders in the Original Currency, the Agent or such Lender shall remit such excess to such Borrower.

10.7Costs and Expenses.

Each Borrower shall, whether or not the transactions hereby contemplated are consummated, pay all reasonable costs and expenses of the Agent and each of the Lenders in connection with the preparation, execution, delivery or enforcement of, and refinancing,

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renegotiation or restructuring of this Agreement and any other Credit Documents. The Agent has the sole discretion to select legal counsel to act for the Agent at the Borrowers’ expense.

10.8Indemnity for Change in Circumstances.

(1)If: (i) any change in Law, or any change in the interpretation or application by any Governmental Entity of any Law occurring or becoming effective after the date hereof; or (ii) any compliance by the Agent or any of the Lenders with any direction, request or requirement (whether or not having the force of Law) of any Governmental Entity made or becoming effective (if not made prior to the date hereof) after the date hereof in either case shall have the effect of causing Loss to the Agent or any of the Lenders by:

(a)increasing the cost to the Agent or any of the Lenders of performing its obligations under this Agreement or in respect of any Advance, Bankers’ Acceptance, BA Equivalent Note or Letter (including the costs of maintaining any capital, reserve or special deposit requirements in connection therewith);

(b)requiring the Agent or any of the Lenders to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any Advance, Bankers’ Acceptance, BA Equivalent Note or Letter;

(c)reducing any amount payable to the Agent or any of the Lenders under this Agreement or in respect of any Advance, Bankers’ Acceptance, BA Equivalent Note or Letter by any amount it deems material (other than a reduction resulting from a higher rate of income tax or other special tax relating to the Agent’s or any Lender’s income in general); or

(d)causing the Agent or any of the Lenders to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by the Agent or such Lender under this Agreement in respect of any Advance, Bankers’ Acceptance, BA Equivalent Note or Letter;

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then the Agent or such Lender may give notice to the Borrowers specifying the nature of the event giving rise to such Loss and the Borrowers shall, on demand by the Agent or such Lender, pay such amounts as the Agent or such Lender may specify to be necessary to compensate the Agent or such Lender for any such Loss incurred after the date of such notice. A certificate as to the amount of any such Loss, submitted in good faith by the Agent or a Lender to the Borrowers shall be conclusive and binding for all purposes absent manifest error.

(2)If any Lender in any Lender Group (the “Affected Lender Group”) seeks additional compensation pursuant to Section 10.8(1), then IPSCO may indicate to the Agent in writing that it desires to replace the Affected Lender Group with one or more of the other Lender Groups, and the Agent shall then forthwith give notice to the other Lender Groups that any Lender Groups may, in the aggregate, acquire all (but not part) of the Lender Group Commitment of the Affected Lender Group and acquire all (but not part) of the rights and obligations of all the Lenders in the Affected Lender Group under each of the other Credit Documents (but in no event shall any other Lender Group or the Agent be obligated to do so). If one or more Lender Groups (collectively, the “Assenting Lender Groups” and, individually, an “Assenting Lender Group”) have given notice to the Agent that they wish to acquire all (but not part) of the Lender Group Commitment of the Affected Lender Group hereunder, then each Assenting Lender Group shall acquire its Pro Rata Share (based on the relative Lender Group Commitments of the Assenting Lender Groups) of such Lender Group Commitment, and the rights and obligations of all the Lenders in each such Assenting Lender Group under this Agreement and under each of the other Credit Documents shall be increased by its respective Pro Rata Share (based on the relative Lender Group Commitments of the Assenting Lender Groups) of the Lender Group Commitment of the Affected Lender Group, on a date mutually acceptable to the Assenting Lender Groups and the Affected Lender Group. On such date, the Agent shall give notice to each of the Assenting Lender Groups and the Borrowers setting out the amount of the Lender Group Commitment of the Affected Lender Group and the amount of the Outstandings of all of the Lenders in the Affected Lender Group to be acquired by the Assenting Lender Groups and each of the Assenting Lender Groups shall deposit with the Agent an amount equal to its Pro Rata Share of, and the Agent shall pay

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to the Affected Lender Group, the Outstandings of the Affected Lender Group in the manner agreed to by the Assenting Lender Groups and the Affected Lender Group, together with all interest accrued thereon, and all other amounts owing to the Affected Lender Group hereunder and, upon such payment, the Affected Lender Group shall cease to be a “Lender Group” and each Lender within such Assenting Lender Group shall cease to be a “Lender” for purposes of this Agreement and, in each case, shall no longer have any obligations hereunder. Upon the assumption of the Lender Group Commitment of the Affected Lender Group by one or more Assenting Lender Groups, Schedule B hereto shall be deemed to be amended to increase the Lender Group Commitment of each such Assenting Lender Group by the amount of such assumption.

10.9Indemnity Relating to Accommodations.

Upon notice from the Agent or any Lender to a Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by such Borrower), such Borrower shall pay to the Agent or such Lender such amount or amounts as will compensate the Agent or such Lender for any loss, cost or expense incurred by it:  (i) in the liquidation or redeposit of any funds acquired by such Lender to fund or maintain any portion of a LIBOR Advance as a result of (A) the failure of such Borrower to borrow or make repayments on the date specified under this Agreement or in any notice from such Borrower to the Agent, or (B) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein; or (ii) with respect to any Bankers’ Acceptance, BA Equivalent Note or Letter, arising from any Claim, and including legal fees and disbursements, respecting the collection of amounts owing by such Borrower hereunder in respect of such Bankers’ Acceptance, BA Equivalent Note or Letter or the enforcement of the Agent’s or such Lender’s rights hereunder in respect of such Bankers’ Acceptance, BA Equivalent Note or Letter, including legal proceedings attempting to restrain the Agent or such Lender from paying any amount under such Bankers’ Acceptance, BA Equivalent Note or Letter. Any such loss, cost or expense may be computed as though the applicable Lender acquired deposits in the London interbank market or otherwise employed specific deposits to fund the applicable Accommodation whether or not such Lender actually did so.

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10.10Indemnity for Transactional and Environmental Liability.

(1)Each Borrower hereby agrees to indemnify, exonerate and hold the Agent and each Lender and each of their respective officers, directors, employees, agents and other representatives (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including all documentary, recording, filing, mortgage or stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Party is a party to the action for which such indemnification hereunder is sought), and including legal fees and disbursements (collectively, in this Section 10.10(1), the “Indemnified Liabilities”), paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of: (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Accommodation obtained hereunder; or (ii) the execution, delivery, performance or enforcement of this Agreement or any Ancillary Agreement, except for such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct.

(2)Without limiting the generality of the indemnity set out in Section 10.10(1), each Borrower hereby further agrees to indemnify, exonerate and hold the Indemnified Parties free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including legal fees and disbursements (collectively in this Section 10.10(2), the “Indemnified Liabilities”) paid, incurred or suffered by, or asserted against, the Indemnified Parties or any of them for, with respect to, or as a direct or indirect result of: (i) the presence on or under, or the Release from, any Assets of a Borrower or any of its Subsidiaries of any Hazardous Substance; or (ii) the breach or violation of any Environmental Law, regardless of whether caused by, or within the control of, a Borrower or any of its Subsidiaries, except for such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of the relevant Indemnified Party’s gross negligence or wilful misconduct.

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(3)All obligations provided for in this Section 10.10 shall not be reduced or impaired by any investigation made by or on behalf of the Agent or any of the Lenders.

(4)Each Borrower hereby agrees that, for the purposes of effectively allocating the risk of loss placed on such Borrower by this Section 10.10, the Agent and each of the Lenders shall be deemed to be acting as the agent or trustee on behalf of and for the benefit of its officers, directors and agents.

(5)If, for any reason, the obligations of a Borrower pursuant to this Section 10.10 shall be unenforceable, such Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under Law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Party.

(6)The Agent and the Lenders agree to provide IPSCO with notice of any action, or the proposed settlement of any action, that may give rise to any Indemnified Liabilities (as defined in either Section 10.10(1) or (2)); provided that, the failure to give any such notice as aforesaid shall not affect the obligations of the Borrowers to the Indemnified Parties in accordance with the terms of this Agreement.

10.11Survival of Indemnities.

The provisions of Sections 10.8, 10.9 and 10.10 shall survive the termination of this Agreement and the repayment of all Outstandings. Each Borrower acknowledges that neither its obligation to indemnify, nor any actual indemnification by it of, the Agent or any of the Lenders hereunder in respect of legal fees and disbursements shall in any way affect the confidentiality or privilege relating to any information communicated by the Agent or any Lender to its counsel.

10.12Taxation on Payments.

Each Borrower hereby agrees:

(a)that any and all payments made by such Borrower under or pursuant to any of the Credit Documents shall be made free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or

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withholding or other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by such Borrower, including the making of any payment under or pursuant to any of the Credit Documents, excluding, in the case of the Agent or any Lender, taxes imposed on its income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as “Taxes”). If a Borrower shall be required by Law to deduct any Taxes from or in respect of any sum payable to the Agent or any Lender hereunder or pursuant to any of the other Credit Documents, the sum payable to the Agent or Lender, as the case may be, shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 10.12) the Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made;

(b)to indemnify and hold harmless the Agent and each Lender for the full amount of Taxes and for any incremental Taxes due to such Borrower’s failure to remit to the Agent and the Lenders the required receipts or other required documentary evidence or due to such Borrower’s failure to pay any Taxes when due to the appropriate taxing authority (including any Taxes imposed by any taxing authority on amounts payable under this Section 10.12) paid by the Agent or any Lender, as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally assessed. The Agent or any Lender who pays any Taxes shall promptly notify such Borrower of such payment and, if such payment was made pursuant to an incorrect or illegal assessment, shall reasonably cooperate with such Borrower, at the expense of such Borrower, in any dispute of such assessment. Payment pursuant to this indemnification shall be made within 14 days from the date the Agent or such Lender, as the case may be, makes written demand therefor; and

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(c)that without prejudice to the survival of any other agreement of such Borrower hereunder, the agreements and obligations of such Borrower contained in this Section shall survive the repayment of the Outstandings hereunder and the termination of this Agreement.

ARTICLE 11
MISCELLANEOUS

11.1Notices, etc.

(1)All Notices provided for in this Agreement or in the other Credit Documents shall be in writing and shall be delivered by courier to an officer or other responsible employee of the addressee or sent by facsimile, charges prepaid, at or to the applicable addresses or facsimile numbers, as the case may be, set opposite the party’s name in Schedule K hereto or at or to such other address or addresses or facsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is delivered by courier as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery was made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next following such date of delivery. Any communication which is transmitted by facsimile as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

(2)Each Accommodation Notice and any notice of a prepayment shall be irrevocable and binding on the Borrower delivering the same. With respect to any Accommodation Notice, the Agent may act upon the basis of telephonic notice believed by it in good faith to be from a Borrower prior to receipt of an Accommodation Notice. In the event of conflict between the Agent’s record of the applicable terms of any Accommodation and such Accommodation Notice, the Agent’s record shall prevail and each Borrower hereby

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irrevocably waives its rights, if any, to dispute the terms of such Accommodation absent manifest error.

11.2Public Announcements and Exchange of Information.

(1)Except as required by Law or by any stock exchange, none of the parties hereto shall issue any press release or make any other public statement or announcement relating to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior written approval of the other parties hereto to the contents and the manner of presentation and publication thereof.

(2)The Agent or any Lender may deliver a copy of any financial statement or any other information relating to the business, Assets or condition (financial or otherwise) of IPSCO or any of its Subsidiaries or of any Borrower or any of its Subsidiaries which may be furnished to it under this Agreement or otherwise to the others.

11.3Time of the Essence.

Time shall be of the essence of this Agreement.

11.4Third Party Beneficiaries.

Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person, other than the parties hereto, the other Persons contemplated in Section 10.10 and any Wholly-Owned Subsidiary of IPSCO that executes and delivers an Assumption Agreement to the Agent, and no Person, other than the parties hereto, the other Persons contemplated in Section 10.10 and any Wholly-Owned Subsidiary of IPSCO that executes and delivers an Assumption Agreement to the Agent, shall be entitled to rely on the provisions hereof in any action, suit, proceeding, hearing or other forum.

11.5Enurement.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and any Person becoming a party to this Agreement through the procedure set out in Section 11.8. This Agreement shall be binding upon any successors and assigns and enure to the benefit of any permitted successors and assigns.

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11.6Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

11.7Knowledge.

Where any representation or warranty contained in this Agreement or any other Credit Document is expressly qualified by reference to the knowledge of a Borrower, or where any other reference is made herein or in any Ancillary Agreement to the knowledge of a Borrower, it shall be deemed to refer to the knowledge of each of the Borrowers. Each Borrower confirms that it has made due and diligent inquiry of those of its officers, agents and senior employees (including appropriate officers, agents and senior employees of each other Borrower) as it considers necessary as to the matters that are the subject of such representations, warranties or references.

11.8Assignments and Participations.

(1)Except as provided in this Section, none of the rights or obligations hereunder shall be assignable or transferable by any party without the prior written consent of the other parties.

(2)

(a)Any Lender may, subject to the terms of this Section 11.8(2), (i) without the consent of IPSCO or any other Borrower, grant participations in all or any part of the Credit Facility to one or more Persons (each a “Participant”); or (ii) assign all or any part of its interest in the Credit Facility to one or more Persons (excluding any Person that is a natural person) (each an “Assignee”); provided that (x) no such Participant shall be entitled to receive any greater payment, on a cumulative basis, pursuant hereto than the Lender which granted such participation would have been entitled to, and (y) so long as no Default of Event of Default has occurred and is continuing at the time of such assignment, no assignment to an Assignee under clause (ii) may be made (except to any existing Lender, an

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Affiliate of a Lender or an Approved Fund) without the prior written consent of IPSCO, which consent shall not be unreasonably withheld or delayed.

(b)Notwithstanding any other provision of this Agreement, each Lender agrees that it shall not assign any portion of its rights and obligations under this Agreement, including any portion of its Commitment, to any Assignee (except to any existing Lender, an Affiliate of a Lender or an Approved Fund) without the prior written consent of the Agent and the Issuing Lender, such consent not to be unreasonably withheld.

(c)No assignment by a Lender of its Commitment hereunder shall be for an amount less than $5,000,000 unless the Commitment of such Lender at the time of such assignment is less than that amount and the entirety of its Commitment is disposed of. The parties to each such assignment shall execute and deliver an Assignment Agreement to the Issuing Lender for its consent and to the Agent, for its consent and recording in the Register (as defined below). After such execution, delivery, consent and recording (i) the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the assignment. In the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto.

(d)The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered to and acknowledged by it and a register for recording the names and addresses of the Lenders and the Lender Group Commitment of each Lender from time to time (the “Register”). The entries in

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the Register shall be conclusive and binding for all purposes, absent manifest error. The Borrowers, the Agent, each of the Lenders and each of the other Credit Parties may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the Agent, the Issuing Lender and IPSCO, if applicable, the Agent shall, if the Assignment Agreement has been completed and is in the required form with such immaterial changes as are acceptable to the Agent:

(i)record the information contained therein in the Register; and

(ii)give prompt notice thereof to the Borrowers and the other Lenders, and provide them with an updated version of Schedule B.

(e)The Agent or any Lender may deliver a copy of any financial statement or any other information relating to the business, Assets or condition (financial or otherwise) of IPSCO or any of its Subsidiaries or of any Borrower or any of its Subsidiaries which may be furnished to it under this Agreement or otherwise to any Participant or Assignee or any prospective Participant or Assignee; provided that each such delivery is made on the understanding that the information contained therein is confidential in nature.

(f)Without limitation of its obligations hereunder, each Borrower shall, at its sole cost and expense, give such certificates, acknowledgements and further assurances in respect of this Agreement and the Credit Facility as any Lender may reasonably require in connection with any participation or assignment pursuant to this Section.

(g)In the case of any grant of any participation to any Participant, no such Participant shall become a Lender and:

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(i)the Lender’s obligations under this Agreement (including its Commitment) shall remain unchanged;

(ii)the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

(iii)the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement; and

(iv)no Participant shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to any departure by any Person therefrom; provided that, for greater certainty, the foregoing shall not limit or restrict a Lender from agreeing with its Participant that such Lender will not, without the consent of such Participant, consent to any amendment or waiver in respect of any matter described in Sections 12.14(b)(i) to (viii) of this Agreement that affects such Participant.

(h)The Lender effecting, or the Assignee receiving, an assignment in accordance with this Section 11.8 shall pay a processing fee of Cdn.$3,500 to the Agent and any purported assignment by a Lender shall not be effective until such processing fee is paid.

11.9Non-Merger.

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties of the parties contained in this Agreement and the other Credit Documents shall not merge on and shall survive the Closing and the making of any Accommodation, and notwithstanding such closing or Accommodation, or any investigation made by or on behalf of any party, shall continue in full force and effect. Neither Closing nor the making of any Accommodation shall prejudice any right of one party against any other party in respect of anything done or omitted hereunder or under any of the other Credit Documents or in respect of any right to damages or other remedies.

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11.10Right to Combine and Set-Off.

Upon the occurrence and during the continuance of any Event of Default, the Agent or any one or more of the Lenders is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to combine, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent or such Lender to or for the credit or the account of any Borrower with or against any and all of the obligations of such Borrower or any other Borrower now or hereafter existing under any of the Credit Documents, irrespective of whether or not the Agent or such Lender shall have made any demand under any of the Credit Documents and although such obligations may be unmatured. The Agent or Lender agrees promptly to notify each Borrower after any such combination or set-off and application made by the Agent or Lender; provided that the failure to give such notice shall not affect the validity of such combination or set-off and application. The rights of the Agent and the Lenders under this Section are in addition to other rights and remedies (including other rights of combination and set-off) which the Agent and the Lenders may have.

11.11Certificates and Opinions.

Whenever the delivery of a certificate or opinion is a condition precedent to the taking of any action by the Agent under any of the Credit Documents, the truth and accuracy of the facts and opinion stated in such certificate or opinion shall in each case be conditions precedent to the right of the Borrowers to have such action taken, and each statement of fact contained therein shall be deemed to be a representation and warranty of the Borrowers for the purpose of this Agreement.

11.12Permitted Encumbrances.

The designation of any Encumbrance as a Permitted Encumbrance is not, and shall not be deemed to be, an acknowledgement by the Agent or any of the Lenders that any such Encumbrance is valid and enforceable or entitles the holder of such Encumbrance to any priority over any of the Assets of the Borrowers or any of their Subsidiaries.

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11.13USA Patriot Act.

Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrowers which information includes the name and address of each of the Borrowers, and other information that will allow the Lenders to identify the Borrowers in accordance with the Patriot Act.

ARTICLE 12
THE AGENT

12.1Appointment and Authorization of Agent.

Each Lender hereby appoints and authorizes, and hereby agrees that it will require any assignee of any of its interest in the Credit Documents (other than the holder of a participation in its interest herein or therein) to appoint and authorize, the Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Agent by such Lender by the terms hereof, together with such powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers, employees or agents shall be liable to any of the Lenders for any action taken or omitted to be taken by it or them under the Credit Documents or in connection therewith, except for its own gross negligence or wilful misconduct, and each Lender hereby acknowledges that the Agent is entering into the provisions of this Article 12 on its own behalf and as agent and trustee for its directors, officers, employees and agents.

12.2Interest Holders.

The Agent may treat each Lender set forth in Schedule B hereto as the holder of all of the interests of such Lender under the Credit Documents unless it has received an instrument of assumption with respect to all or any part thereof.

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12.3Consultation with Counsel.

The Agent may consult with legal counsel selected by it as counsel for the Agent and shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel.

12.4Documents.

The Agent shall not be under any duty to the Lenders to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Credit Documents or any instrument, document or communication furnished pursuant to or in connection with the Credit Documents, and the Agent shall, as regards the Lenders, be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

12.5Agent as Lender.

With respect to those portions of the Credit Facility made available by it, the Agent shall have the same rights and powers under the Credit Documents as any other Lender and may exercise the same as though it were not the Agent. The Agent and its affiliates may accept deposits from, lend money to, act as agent for any Persons lending money to and generally engage in any kind of business with any Borrower and its affiliates and Persons doing business with any Borrower and any of its affiliates as if it were not the Agent, and without any obligation to account to the Lenders therefor and the Agent may exercise its rights and powers with respect thereto as though it were not the Agent.

12.6Responsibility of Agent.

The duties and obligations of the Agent to the Lenders under the Credit Documents are only those expressly set forth therein. The Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred. The Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Agent has actual knowledge or has been notified by a Borrower of such fact or has been notified by a Lender that such Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

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12.7Action by Agent.

The Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it on behalf of the Lenders by and under this Agreement; provided, however, that the Agent shall not exercise any rights under Section 9.1 or under the Guarantees or expressed to be on behalf of or with the approval of the Majority Lenders without the request, consent or instructions of the Majority Lenders. Furthermore, any rights of the Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the Agent upon the request or instructions of the Majority Lenders. The Agent shall incur no liability to the Lenders under or in respect of any of the Credit Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct. The Agent shall in all cases be fully protected in acting or refraining from acting under any of the Credit Documents in accordance with the instructions of the Majority Lenders (or, when expressly required by any Credit Document, all the Lenders), and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders. In respect of any notice by or action taken by the Agent hereunder, the Borrowers shall at no time be obligated to enquire as to the right or authority of the Agent to so notify or act.

12.8Notice of Events of Default.

In the event that the Agent shall acquire actual knowledge or shall have been notified of any Default or Event of Default, the Agent shall promptly notify the Lenders and shall take such action and assert such rights under Section 9.1 of this Agreement and under the Credit Documents as the Majority Lenders shall request in writing and the Agent shall not be subject to any liability by reason of its acting pursuant to such request. If the Majority Lenders shall fail for 5 Business Days after receipt of the notice of any Default or Event of Default to request the Agent to take such action or to assert such rights under any of the Credit Documents in respect of such Default or Event of Default, the Agent may, but shall not be required to, and subject to subsequent specific instructions from the Majority Lenders, take such action or assert such rights (other than rights under Section 9.1 of this Agreement and other than giving an express waiver of any Default or any Event of Default) as it deems in its discretion to be advisable for the

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protection of the Lenders except that, if the Majority Lenders have instructed the Agent not to take such action or assert such rights, in no event shall the Agent act contrary to such instructions unless required by Law to do so.

12.9Responsibility Disclaimed.

Except for the Agent’s gross negligence or wilful misconduct, the Agent shall not be under any liability or responsibility whatsoever as agent hereunder:

(a)to any Borrower or any other Person as a consequence of any failure or delay in the performance by, or any breach by, any Lender or Lenders of any of its or their obligations under any of the Credit Documents;

(b)to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by, any Borrower of any of its obligations under any of the Credit Documents; or

(c)to any Lender or Lenders for any statements, representations or warranties in any of the Credit Documents, or in any other documents contemplated thereby, or in any other information provided pursuant to any of the Credit Documents, or in any other documents contemplated thereby, or for the validity, effectiveness, enforceability or sufficiency of any of the Credit Documents, or in any other document contemplated thereby.

12.10Indemnification.

The Lenders jointly and severally agree to indemnify the Agent (to the extent not reimbursed by the Borrowers) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of any of the Credit Documents, or any other document contemplated thereby, or any action taken or omitted by the Agent under any of the Credit Documents, or any document contemplated thereby, except that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,

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expenses or disbursements resulting from the gross negligence or wilful misconduct of the Agent; provided that the aggregate liability of any Lender under this Section 12.10 shall be limited to its Lender Group’s Pro Rata Share of the aggregate liability of all the Lender Groups under this Section 12.10.

12.11Credit Decision.

Each Lender represents and warrants to the Agent that:

(a)in making its decision to enter into this Agreement and to make its Pro Rata Share of the Credit Facility available to the Borrowers, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the Borrowers and that it has made an independent credit judgment without reliance upon any information furnished by the Agent; and

(b)so long as any portion of the Credit Facility is being utilized by any Borrower, it will continue to make its own independent evaluation of the financial condition and affairs of the Borrowers.

12.12Successor Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this Section 12.12, the Agent: (i) may resign at any time by giving 30 days written notice thereof to the Lenders; or (ii) may be removed by the Majority Lenders at any time when any action taken or omitted to be taken by it under the Credit Documents or in connection therewith was taken or omitted to be taken in a manner which was grossly negligent or exhibited wilful misconduct. Upon any such resignation or removal, the Majority Lenders and, prior to a Default, with the prior written consent of IPSCO (not to be unreasonably withheld), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed and shall have accepted such appointment by the time of such resignation or removal, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank organized under the laws of Canada which has combined capital and reserves in excess of $250,000,000 and has an office in Toronto. Upon the acceptance of any appointment as Agent hereunder by a successor Agent,

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such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring or removed Agent (other than in its capacity as a Lender) and the retiring or removed Agent shall be discharged from its duties and obligations hereunder (other than in its capacity as a Lender). After any retiring or removed Agent’s resignation or removal hereunder as the Agent, the provisions of this Article 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

12.13Delegation by Agent.

With the prior approval of the Majority Lenders, the Agent shall have the right to delegate any of its duties or obligations hereunder as Agent to any affiliate of the Agent so long as the Agent shall not thereby be relieved of such duties or obligations.

12.14Waivers and Amendments.

(a)Subject to Sections 12.14(b) and (c), any term, covenant or condition of any of the Credit Documents may only be amended with the consent of the Borrowers who are party thereto and the Majority Lenders or compliance therewith by the Borrowers may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

(b)Notwithstanding Section 12.14(a), without the prior written consent of each Lender, no such amendment or waiver shall apply if a Credit Document expressly requires the written consent of all Lenders, or if any such amendment or waiver shall:

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(i)increase the amount of the Credit Facility or the amount of the Lender Group Commitment of any Lender Group, or alter the terms of Section 2.2;

(ii)extend the term of the Credit Facility or amend the provisions of this Agreement dealing with the types of Accommodations available hereunder;

(iii)extend the time for the payment of the interest on the Accommodations, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Agent in respect of the Credit Facility;

(iv)change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders;

(v)reduce the stated amount of any Fees to be paid pursuant to this Agreement;

(vi)permit any subordination of the indebtedness hereunder;

(vii)release or amend any of the Guarantees, in whole or in part; or

(viii)alter the terms of this Section 12.14.

(c)Without the prior written consent of the Agent, no amendment to or waiver of any provision of this Agreement to the extent it affects the rights or obligations of the Agent shall be effective.

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12.15Determination by Agent Presumed to be Correct.

Any determination to be made by the Agent on behalf of or with the approval of the Lenders or the Majority Lenders under this Agreement shall be made by the Agent in good faith and, if so made, shall be rebuttably presumed to be correct.

12.16Remittance of Payments.

Forthwith after the withdrawal from the Payment Account by the Agent of any payment of principal, interest, fees or other amounts for the benefit of the Lenders pursuant to this Agreement or forthwith after receipt of amounts received pursuant to the Guarantees, the Agent shall, subject to Sections 2.2(2), 3.1(2) and 10.8(2), remit to each Lender, in immediately available funds, such Lender’s Pro Rata Share of such payment; provided that if the Agent, on the assumption that it will receive, on any particular date, a payment of principal (including a prepayment), interest, fees or other amount hereunder, remits to each Lender its Pro Rata Share of such payment and the applicable Borrower fails to make such payment, each of the Lenders agrees to repay to the Agent, forthwith on demand, to the extent that such amount is not recovered from the applicable Borrower on demand, the amount of the payment made to it pursuant to this Section, together with interest thereon at the rate payable hereunder by such Borrower in respect of such amount for each day from the date such amount is remitted to the Lenders until the date such amount is paid or repaid to the Agent, the exact amount of the repayment required to be made by the Lenders pursuant to this Section to be as set forth in a certificate delivered by the Agent to each Lender, which certificate shall constitute prima facie evidence of such amount of repayment.

12.17Redistribution of Payment.

If any Lender shall exercise any right of counter-claim, set-off or banker’s lien or similar right with respect to the Assets of any Borrower or if under any applicable bankruptcy, insolvency or other similar law it receives a secured claim the security for which is a debt owed by it to any Borrower, it shall apportion the amount thereof proportionately between:

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(a)amounts outstanding at such time owed by such Borrower to such Lender under this Agreement, which amounts shall be applied in accordance with this Agreement; and

(b)amounts otherwise owed to it by such Borrower.

If a Lender shall, through the exercise of a right, or the receipt of a secured claim described above or otherwise, receive payment of a portion of the aggregate amount of principal and interest due to it hereunder which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due in respect of the Credit Facility (having regard to the respective Outstandings of the Lenders), the Lender receiving such proportionately greater payment shall purchase a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the aggregate Outstandings of the other Lender or Lenders so that the respective receipts shall be pro rata to their respective participation in the Outstandings; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered by a Borrower, such purchase shall be rescinded and the purchase price paid for such participation shall be returned by such selling Lender or Lenders to the extent of such recovery, but without interest. Such Lender shall exercise its rights in respect of such claim in a manner consistent with the rights of the Lenders entitled under this Section 12.17 to share in the benefits of any recovery on such claims. If any Lender does any act or thing permitted by this Section 12.17, it shall promptly provide copies of such particulars to the other Lenders.

12.18Distribution of Notices.

Within five Business Days (or such shorter time as may be expressly required by this Agreement) of receipt by the Agent of any material notice or other material document which is delivered to the Agent hereunder, the Agent shall provide a copy of such notice or other document to each of the Lenders.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officer thereunto duly authorized, on the date first above written.

IPSCO INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ David S. Sutherland
		Authorized Signing Officer
IPSCO SASKATCHEWAN INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ John W. Comrie
		Authorized Signing Officer
IPSCO STEEL INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ David S. Sutherland
		Authorized Signing Officer
IPSCO ENTERPRISES INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ David S. Sutherland
		Authorized Signing Officer

S1

IPSCO ALABAMA LTD.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ David S. Sutherland
		Authorized Signing Officer
IPSCO STEEL (ALABAMA) INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ David S. Sutherland
		Authorized Signing Officer
THE TORONTO-DOMINION BANK, as Agent
	Per:	/s/ Wayne M. Shipto
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
JPMORGAN CHASE BANK, N.A., as Syndication Agent
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

S2

THE TORONTO-DOMINION BANK, as Lender to Canadian Borrowers
	Per:	/s/ Gary Nevison
		Authorized Signing Officer
	Per:	/s/ Illegible Signature
		Authorized Signing Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as Lender to Canadian Borrowers
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ROYAL BANK OF CANADA, as Lender to Canadian Borrowers
	Per:	/s/ Mark Beck
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF AMERICA N.A., BY ITS CANADA BRANCH, as Lender to Canadian Borrowers
	Per:	/s/ Nelson Lam
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

S3

ABN AMRO BANK N.V., CANADA BRANCH, as Lender to Canadian Borrowers
	Per:	/s/ Lawrence J. Maloncy
		Authorized Signing Officer
	Per:	/s/ Yvon Jeghers
		Authorized Signing Officer
THE BANK OF NOVA SCOTIA, as Lender to Canadian Borrowers
	Per:	/s/ James J. Rhee
		Authorized Signing Officer
	Per:	/s/ Anastasia Kotsidis
		Authorized Signing Officer
BANK OF MONTREAL, as Lender to Canadian Borrowers
	Per:	/s/ Sean Gallaway
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
TORONTO DOMINION (TEXAS) LLC, as Lender to U.S. Borrowers
	Per:	/s/ Illegible Signature
		Authorized Signing Officer
	Per:	/s/ Illegible Signature
		Authorized Signing Officer

S4

JPMORGAN CHASE BANK, N.A., as Lender to U.S. Borrowers
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, as Lender to the U.S. Borrowers
	Per:	/s/ Illegible Signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF AMERICA, N.A., as Lender to the U.S. Borrowers
	Per:	/s/ Sharon Burks Horns
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ABN AMRO BANK N.V., as Lender to the U.S. Borrowers
	Per:	/s/ Lawrence J. Maloney
		Authorized Signing Officer
	Per:	/s/ Yvon Jeghers
		Authorized Signing Officer

S5

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender to the U.S. Borrowers
	Per:	/s/ Charles W. Reed
		Authorized Signing Officer
	Per:	/s/ Kathleen M. Savard
		Authorized Signing Officer
THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, as Lender to the U.S. Borrowers
	Per:	/s/ William E. Zarrett
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF MONTREAL, CHICAGO BRANCH, as Lender to the U.S. Borrowers
	Per:	/s/ Illegible Signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
FIFTH THIRD BANK (CHICAGO), as Lender to the U.S. Borrowers
	Per:	/s/ Todd Ritz
		Authorized Signing Officer
	Per:	/s/ Lynn Durning
		Authorized Signing Officer

S6

SCHEDULE A

FORM OF ASSUMPTION AGREEMENT

THIS AGREEMENT made the • day of •, 2000.

TO:	The Toronto-Dominion Bank, as agent (the “Agent”)
AND TO:	JPMorgan Chase Bank, N.A., as syndication agent (the “Syndication Agent”)
AND TO:	The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank, N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago) (the “Lenders”)

WHEREAS IPSCO Inc. (“IPSCO”), IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., the Agent, the Syndication Agent and the Lenders entered into a Revolving Credit Agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”);

AND WHEREAS the Revolving Credit Agreement contemplates Wholly-Owned Subsidiaries of IPSCO qualifying for Accommodations pursuant to the Revolving Credit Agreement;

AND WHEREAS the undersigned is a Wholly-Owned Subsidiary of IPSCO and is desirous of securing Accommodations pursuant to the Revolving Credit Agreement;

AND WHEREAS the Revolving Credit Agreement provides that the undersigned must, as a pre-condition to obtaining any Accommodation, execute an Assumption Agreement

pursuant to which it assumes all rights, obligations and liabilities of a Borrower under the Revolving Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants herein contained and the mutual covenants contained in the Revolving Credit Agreement, the undersigned hereby agrees as follows:

1.Definitions. In this Agreement, unless otherwise provided, all capitalized terms shall have the meanings ascribed thereto in the Revolving Credit Agreement.

2.Assumption of Obligations. The undersigned hereby undertakes and agrees to assume, perform and discharge all duties, obligations, covenants and agreements of a Borrower in accordance with the terms contained in the Revolving Credit Agreement and to be bound by the terms of the Revolving Credit Agreement in all respects as if it were a signatory thereto.

3.Successors and Assigns. The terms of this Agreement shall be binding upon the undersigned and its successors and assigns and shall enure to the benefit of the Agent, the Syndication Agent, the Lenders, the undersigned and their respective successors and permitted assigns.

4.Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.

IN WITNESS WHEREOF this Agreement has been duly executed.

•
	Per:
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

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SCHEDULE B

LENDER GROUPS AND COMMITMENTS

	Lender Group	Canadian Lenders	U.S. Lenders	Lender Group Commitment
1.	The Toronto-Dominion Bank and Toronto Dominion (Texas) LLC	The Toronto-Dominion Bank	Toronto Dominion (Texas) LLC	U.S.	$	22,000,000
2.	JPMorgan Chase Bank, N.A., Toronto Branch and JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A., Toronto Branch	JPMorgan Chase Bank, N.A.	U.S.	$	22,000,000
3.	Royal Bank of Canada and Royal Bank of Canada, acting through a New York Branch	Royal Bank of Canada	Royal Bank of Canada, acting through a New York Branch	U.S.	$	18,000,000
4.	Bank of America N.A., by its Canada Branch and Bank of America, N.A.	Bank of America N.A., by its Canada Branch	Bank of America, N.A.	U.S.	$	18,000,000
5.	ABN AMRO Bank N.V., Canada Branch and ABN AMRO Bank N.V.	ABN AMRO Bank N.V., Canada Branch	ABN AMRO Bank N.V.	U.S.	$	18,000,000
6.	Wells Fargo Bank, National Association		Wells Fargo Bank, National Association	U.S.	$	14,000,000
7.	The Bank of Nova Scotia and The Bank of Nova Scotia, by its Atlanta Agency	The Bank of Nova Scotia	The Bank of Nova Scotia, by its Atlanta Agency	U.S.	$	14,000,000
8.	Bank of Montreal and Bank of Montreal, Chicago Branch	Bank of Montreal	Bank of Montreal, Chicago Branch	U.S.	$	14,000,000
9.	Fifth Third Bank (Chicago)		Fifth Third Bank (Chicago)	U.S.	$	10,000,000
			Total	U.S.	$	150,000,000

SCHEDULE C

FORM OF GUARANTEE

GUARANTEE

THIS GUARANTEE made the •day of •, 2000..

BY:

•, a [corporation incorporated] under the laws of the

(herein called the “Guarantor”)

- in favour of -

THE TORONTO-DOMINION BANK, a Canadian chartered bank, as agent for the Lenders (as defined below) under the Credit Agreement (as defined below)

(herein called the “Agent”)

WHEREAS (the “Debtor”), a [corporation incorporated] under the laws of •, is or will become indebted, liable and obligated to the Agent and certain lenders (the “Lenders”) pursuant to a revolving credit agreement (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”) dated as of the 19th day of November, 2004, among IPSCO Inc. (“IPSCO”), IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other Borrowers as become parties thereto from time to time, the Agent, the Syndication Agent and the Lenders;

AND WHEREAS the Guarantor and the Debtor are operated as part of one consolidated business entity and are directly dependant upon each other for and in connection with their respective business activities and their respective financial resources;

AND WHEREAS the Guarantor has received and continues to receive direct economic and financial benefits from the Obligations (as defined below) incurred under the Credit Agreement by the Debtor and from the Guarantor’s Liabilities (as defined below) incurred under this Guarantee by the Guarantor, and the incurrence of the Obligations and the Guarantor’s Liabilities is in the best interests of the Guarantor;

[AND WHEREAS the Debtor provides financial assistance to the Guarantor as needed from time to time and provides working capital and other financial support to the Guarantor on an ongoing basis;] [Note:  This recital will only be in the Subsidiary Guarantees.]

AND WHEREAS the Guarantor has agreed to enter into this Guarantee for the purpose of guaranteeing all of the Obligations, and acknowledges its entry into this Guarantee is an inducement to the Agent and the Lenders to make certain Accommodations (as defined in the Credit Agreement) available to [both] the Debtor [and the Guarantor] and whereby the Guarantor will derive substantial direct and indirect economic financial benefits from the provision of such Accommodations;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby covenants and agrees with the Agent, on its own behalf and as agent for the Lenders, as follows:

1.Defined Terms

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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2.Guarantee

(a)The Guarantor hereby unconditionally, and jointly and severally with all other guarantors, if any, guarantees to the Agent, on its own behalf and as agent for the Lenders, as and by way of a continuing guarantee, the due, prompt and complete payment, performance and satisfaction of all obligations, indebtedness and liabilities of the Debtor to the Agent and the Lenders under or in connection with the Credit Documents, including (without limitation) all obligations, indebtedness and liabilities of the Debtor for all Accommodations made to it under the Credit Agreement and any obligations of the Debtor under any Guarantee executed by the Debtor, and whether present or future, direct or indirect, absolute or contingent, matured or not, wheresoever and howsoever incurred and any ultimate unpaid balance thereof, and in any currency, and whether incurred prior to, at the time of or subsequent to the execution hereof (collectively called the “Obligations”), including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. 502(b) and 506(b), provided, however, that the Guarantor shall be liable under this Guarantee only for the maximum amount of such liability that can be hereby incurred without rendering this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer and not for any greater amount.

(b)The Guarantor hereby acknowledges receipt of complete communication of all the terms and conditions of the Credit Documents and consents to and approves the same. This Guarantee and all of the debts, liabilities and obligations hereunder (collectively, the “Guarantor’s Liabilities”) shall take effect and be binding upon the Guarantor notwithstanding, and shall not be discharged nor shall the Guarantor’s liability hereunder be affected by, any defect, irregularity or informality in or omission from the Credit Documents nor by any legal limitation, disability, incapacity or want of any borrowing powers of or by the Debtor or any legal limitation (whether statutory or otherwise) affecting the Agent’s or the

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Lenders’ rights against the Debtor or want of authority of any director, manager, official or other person appearing to be acting for the Debtor in any matter in respect of the Obligations, and in any such event, all amounts in respect of the Obligations shall be recoverable by the Agent from the Guarantor as sole and principal debtor and shall be paid to the Agent on demand with interest at the interest rates borne by the respective Obligations plus 2% per annum (such rates herein referred to as the “Interest Rate”) calculated monthly in arrears.

(c)Without prejudice to or in any way limiting, lessening, releasing, discharging, mitigating, impairing or affecting the Guarantor’s Liabilities and without obtaining the consent of or giving notice to the Guarantor, the Agent and the Lenders may deal with the Debtor in respect of the Obligations as the Agent and the Lenders may see fit, and whether or not such dealings are in breach (intentional, negligent or otherwise) of the Agent’s or the Lenders’ agreements (express or implied) with the Debtor, and, without limiting the generality of the foregoing, the Agent and the Lenders may: vary or amend any terms and conditions of the Credit Documents (except for the terms and conditions of this Guarantee); grant time, renewals, extensions, indulgences, releases and discharges to, and accept compositions from, or otherwise deal with the Debtor and others as the Agent and the Lenders may see fit; renew, vary or determine any accommodation given to the Debtor; hold over, renew, modify or release any security or guarantee now or hereafter held from the Debtor, the Guarantor or any other person in respect of the Obligations; and grant time or indulgence to the Debtor or any other person. The Agent and the Lenders may take security (which herein includes, without limitation, other guarantees) from the Debtor, the Guarantor or others, abstain from taking or perfecting such security or vary, exchange, renew, discharge, give up, realize on, in whole or in part, or otherwise deal with such security as the Agent and the Lenders may see fit, and may apply all moneys at any time received from the Debtor or others or from security toward such part of the Obligations as the Agent and the Lenders deem desirable. No such action or failure to take action whether occurring before or after demand for

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payment and no loss in respect of any security received by the Agent and the Lenders from the Debtor, the Guarantor or others, whether occasioned by the fault of the Agent and the Lenders or otherwise, shall in any way affect, limit or lessen the Guarantor’s Liabilities, provided however, that the Agent and the Lenders shall be entitled to receive only one satisfaction of the Obligations in full. Further, the Guarantor’s Liabilities shall in no way be lessened, limited, released, discharged, mitigated, impaired or affected by any assignment of the Obligations by any trustee, receiver, custodian or liquidator of the Debtor, or by any consent which the Agent and the Lenders may give to such an assignment. The Agent and the Lenders may maintain all of any of the Accommodations (or any part thereof) to the Debtor notwithstanding such determination or calling in and the Guarantor’s liability in respect of the amount due from the Debtor at the date when the determination or calling in takes effect shall remain regardless of any subsequent dealings between the Agent, the Lenders and the Debtor.

(d)This Guarantee shall be a continuing guarantee, shall be additional to any other guarantee or security now or hereafter held by the Agent and the Lenders from the Guarantor or any other guarantor(s) in respect of the Obligations and shall be and continue in full force irrespective of the legality, validity or enforceability of any provision of the Credit Documents until each and every of the Guarantor’s Liabilities shall have been fully paid, performed and satisfied or until this Guarantee shall be terminated as hereinafter provided. The Guarantor expressly acknowledges that it is not a co-guarantor with any other guarantor of any or all of the Obligations and at all times shall be liable hereunder separately from such guarantor(s). This Guarantee shall not be considered as released or satisfied by any intermediate payment or satisfaction of the whole or any part of the Obligations but shall be a continuing guarantee and shall remain in force until the Credit Documents are cancelled and released to the Debtor by the Agent and the Lenders.

(e)The Guarantor has not taken and will not take without the prior written consent of the Agent any security from the Debtor in connection with this Guarantee and any

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security so taken shall be held in trust for the Agent, on its own behalf and as agent for the Lenders, and as security for the Guarantor’s Liabilities.

(f)The Guarantor agrees that all acknowledgments or admissions by the Debtor as to the amount of any of the Obligations or any judgment determining such amount obtained by the Agent and the Lenders against the Debtor shall be conclusive proof against the Guarantor as to the amount of such Obligation absent manifest error. The Guarantor shall be bound by the amount of any Obligation settled between the Agent, on its own behalf and as agent for the Lenders, and the Debtor and if an Obligation has not been so settled immediately before demand for payment thereof under this Guarantee the amount of any Obligation stated by the Agent shall be accepted by the Guarantor as conclusive evidence (absent manifest error) of the amount of the Obligation which at the date of such demand is due by the Debtor to the Agent, on its own behalf and as agent for the Lenders, but remains unpaid by the Debtor to the Agent, on its own behalf and as agent for the Lenders.

(g)The Guarantor’s Liabilities shall not be released, discharged, limited or in any way otherwise affected by anything done, omitted, suffered or permitted by the Agent, on its own behalf and as agent for the Lenders, or any Lender, in connection with the Debtor, the Obligations or the Guarantor’s Liabilities or any security held by the Agent and the Lenders to secure payment or performance of any of the Obligations or Guarantor’s Liabilities, and all of the Guarantor’s Liabilities shall remain in full force and effect until each has been fully performed and satisfied or this Guarantee shall have been terminated as herein provided. Without limiting in any way the generality of the foregoing, the Guarantor’s Liabilities shall not be released, discharged, limited or in any way otherwise affected by:

(i)any cessation or termination from any cause whatsoever, whether by consent or by operation of law, by virtue of the statute of limitations or otherwise, of the Obligations;

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(ii)any change in the membership or constitution of the Debtor and/or the Guarantor or the amalgamation, consolidation or other reorganization or termination of the Debtor and/or the Guarantor or of their respective businesses or affairs or a winding up, dissolution or liquidation of the business or affairs of the Debtor and/or the Guarantor, any change in the status, control or ownership of the Debtor and/or the Guarantor, whether voluntary or otherwise or any change in the name of the Debtor and/or the Guarantor;

(iii)any transfer, sale, conveyance, lease, mortgage, charge, pledge, encumbrance of or other dealing with the property, assets and undertaking of the Debtor and/or the Guarantor;

(iv)any voluntary or involuntary participation by the Debtor and/or the Guarantor in any settlement or composition for the benefit of its creditors, either through liquidation, receivership, bankruptcy, arrangement or otherwise;

(v)the Debtor and/or the Guarantor becoming insolvent or bankrupt or subject to the provisions of the Bankruptcy Act (Canada) or any successor legislation or the United States Bankruptcy Code, 11 U.S.C., or any failure of the Agent, the Lenders or any of them to file or enforce a claim in respect of such insolvency or bankruptcy;

(vi)the Agent, the Lenders or any of them failing to take, perfect or maintain any security for the Obligations;

(vii)any extension, renewal or other modification of the time for payment or performance of any of the Guarantor’s Liabilities or any of the Obligations or any other indulgences, compromises, arrangements or forbearance granted or accepted in respect thereof or any delay by the Agent, the Lenders or any of them in enforcing the terms of, or any waiver by the

7

Agent, the Lenders or any of them of any default under, the Credit Documents;

(viii)the realization or enforcement of any security now or hereafter held by or granted to the Agent and the Lenders by the Debtor or others to secure payment and performance of any of the Obligations or any of the Guarantor’s Liabilities or any other act or thing in respect of any such security given through any rights or defences which the Guarantor may otherwise have, by subrogation, reimbursement, indemnification or otherwise, against the Agent, the Lenders or any of them or otherwise whereby such security may be diminished, destroyed or otherwise adversely affected by any such action and even though recourse may not thereafter be had against the Debtor for any deficiency;

(ix)the releasing or discharging or modification of any security now or hereafter held by or granted to the Agent and the Lenders to secure payment or performance of the Guarantor’s Liabilities or any of the Obligations or the giving or acceptance of notice of cancellation or limitation of any guarantee by any other guarantor(s) of any or all of the Obligations or any release of such guarantor by the Agent, the Lenders or any of them;

(x)the Agent, the Lenders or any of them failing to pursue any recourse which may otherwise be available, whether by deficiency judgment or otherwise; or

(xi)any other act, omission, thing or circumstance which would or might, but for this provision, constitute a legal or equitable discharge or defence of a surety.

(h)The Guarantor hereby waives:

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(i)all requirements, if any, of demand, presentment, diligence, protest, notice of dishonour and notice of acceptance and other notices of every kind or nature including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or inaction on the part of the Debtor, the Agent, the Lenders or any of them or any other Person whatsoever; and

(ii)any duty on the part of the Agent, the Lenders or any of them to disclose to the Guarantor any facts which the Agent, the Lenders or any of them may now or hereafter know and which the Agent, the Lenders or any of them has reason to believe is known by any officer or director of the Debtor, regardless of whether the Agent, the Lenders or any of them has reason to believe any such fact materially increases the risk beyond that which any Guarantor intends to assume or whether the Agent, the Lenders or any of them has reason to believe that any such fact is unknown to any Guarantor or whether the Agent, the Lenders or any of them has a reasonable opportunity to communicate any such fact to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and keeping fully informed.

(i)The Guarantor’s Liabilities hereunder shall not be released, discharged, reduced, limited or otherwise affected by any right or alleged right of set-off, counterclaim, appropriation or application of any claim or demand that the Debtor may have or may allege to have against the Agent, the Lenders or any of them or any other person.

(j)In the event of a liquidation, dissolution, winding-up or bankruptcy of the Debtor or other distribution of the assets of the Debtor (whether voluntary or otherwise) or in the event that the Debtor shall make an arrangement or composition or proposal with or to its creditors, the rights of the Agent, on its own behalf and as agent for the Lenders, shall not be affected or impaired by the omission of the Agent, the Lenders or any of them to prove their claim or to prove their full claim

9

and the Agent and the Lenders may prove such claim as the Agent and the Lenders deem fit and the Agent and the Lenders may refrain from proving any claim and in the discretion of the Agent and the Lenders they may value as they deem fit or refrain from valuing any security held by the Agent and the Lenders without in any way lessening, releasing, reducing or otherwise affecting the Guarantor’s Liabilities and until all the Obligations have been fully paid, performed and satisfied, the Agent, on its own behalf and as agent for the Lenders, shall have the right to receive all dividends or other payments in respect thereof until the Guarantor’s Liabilities have been fully performed and satisfied and the Guarantor shall continue to be liable to the Agent, on its own behalf and as agent for the Lenders, hereunder until all the Guarantor’s Liabilities shall have been fully paid, performed and satisfied.

(k)The Guarantor authorizes the Agent, the Lenders or any of them to apply any credit balance to which it may be entitled in its accounts with such person or any amount otherwise payable by the Agent, the Lenders or any of them to it (in any currency) in satisfaction of any sum herein payable by it hereunder to the fullest extent permitted by law. The Guarantor shall make all payments to be made by it hereunder regardless of any defence or counterclaim based on a rule, law or policy which is now or hereafter promulgated by any Governmental Entity which may adversely affect its obligations to make or the right of the Agent, on its own behalf and as agent for the Lenders, to receive such payment.

(l)The Guarantor agrees that if it shall: (i) become insolvent or generally not pay its debts as such debts become due; (ii) admit in writing its inability to pay its debts generally, or make a general assignment for the benefit of creditors; (iii) file a notice of intention to file a proposal under any Law relating to bankruptcy, insolvency or reorganization or relief of creditors; (iv) institute or have instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) any liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for

10

relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Assets, and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Assets) shall occur; or (v) take any action to authorize any of the foregoing events, and if any of such foregoing events shall occur at a time when any of the Obligations may not then be due and payable, the Guarantor will pay to the Agent, on its own behalf and as agent for the Lenders, forthwith the full amount which would be payable hereunder by the Guarantor if all such Obligations were then due and payable.

3.Representations and Warranties

The Guarantor hereby makes the following representations and warranties to the Agent which shall survive the execution and delivery of this Guarantee:

(a)this Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms;

(b)all of the recitals hereto are in all respects true and correct;

(c)the Guarantor is duly [incorporated] and validly subsisting under the laws of its jurisdiction of [incorporation] and has adequate and sufficient power and authority to enter into this Guarantee;

(d)[the Guarantor is a direct or indirect Wholly-Owned Subsidiary of IPSCO;]

(e)the execution and delivery of this Guarantee by the Guarantor, and the performance of its obligations hereunder, do not conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation, constating documents or by-laws of the Guarantor or

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any agreement or instrument to which the Guarantor is a party or by which it is bound; and

(f)the execution of this Guarantee is to the benefit of the Guarantor and the Guarantor has a material interest in securing the Obligations guaranteed hereunder.

4.Default and Enforcement

(a)In the event that any Event of Default under the Credit Agreement has occurred or is occurring, the Agent shall be entitled, notwithstanding any contrary arrangement with the Debtor, to demand from the Guarantor immediate payment and performance of all the Obligations. Forthwith upon such demand, the Guarantor shall immediately pay, perform and satisfy in full all of the Guarantor’s Liabilities. All amounts payable by the Guarantor to the Agent hereunder shall bear interest commencing on the date of such demand at the Interest Rate payable both before and after demand, default and judgment.

(b)If the Guarantor shall fail forthwith after such demand to pay, satisfy and perform the Guarantor’s Liabilities, the Agent, on its own behalf and as agent for the Lenders, may, in its absolute and sole discretion, proceed with the enforcement of the rights given pursuant hereto and/or any security given by the Guarantor for the Guarantor’s Liabilities and/or the Obligations and/or to exercise any right or remedy provided by law or equity to recover from the Guarantor such amounts as the Guarantor may be liable to pay hereunder. Without limitation of the foregoing, the Agent may proceed to enforce such rights prior to, contemporaneously with or after any action taken in respect of any security given to the Agent, the Lenders or any of them by the Debtor or the Guarantor. The Agent shall not be bound or obligated to take any action or legal proceeding against or demand payment from or otherwise exhaust its recourse against the Debtor or to take any action or to do any other matter or thing or to proceed against any guarantor or any other person liable for any of the Obligations, or to

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pursue any other remedy available to the Agent before being entitled to require the Guarantor to pay, perform and satisfy the Guarantor’s Liabilities in full.

(c)Any payment made to or moneys received by the Agent pursuant to the provisions hereof may be applied by the Agent to any portions of the Obligations in such order as the Agent, in its sole discretion, may determine.

(d)The Agent may waive in writing any default of the Guarantor hereunder upon such terms and conditions as the Agent may determine, provided that no such waiver shall extend to or be taken in any manner whatsoever to affect any subsequent default or the rights resulting therefrom. The exercise of or partial exercise of any right of the Agent hereunder shall not preclude the further exercise thereof, and the same shall continue in full force and effect until each and every one of the Guarantor’s Liabilities shall have been fully performed and satisfied or until this Guarantee is terminated as herein provided.

(e)This Guarantee shall apply to the ultimate balance owing by the Debtor to the Agent, the Lenders or any of them in respect of the Obligations and until such balance has been paid in full the Guarantor shall not be entitled to share in any security held or money received by the Agent, the Lenders or any of them on account of that balance or to stand in the place of the Agent, the Lenders or any of them in respect of any security or money nor until such balance has been paid in full shall the Guarantor take any step to enforce any right or claim against the Debtor in respect of any monies paid by the Guarantor to the Agent hereunder or exercise any rights as surety in competition with the Agent. Any moneys paid by or recovered from the Guarantor hereunder shall be deemed to be paid in discharge of the Guarantor’s Liabilities, but not in discharge of the Obligations, and in an event of any such payment by or recovery from the Guarantor, the Guarantor hereby assigns any rights with respect to or arising from such payment or recovery (including, without limitation, any right of subrogation) to the Agent until the Agent has received payment and satisfaction in full of all of the Obligations.

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5.Taxation on Payments

The Guarantor hereby agrees:

(a)that any and all payments made by the Guarantor under or pursuant to this Guarantee shall be made free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholding or other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by the Guarantor, including the making of any payment under or pursuant to this Guarantee, excluding, in the case of the Agent, the Lenders or any of them, taxes imposed on their net income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall be required by Law to deduct any Taxes from or in respect of any sum payable to the Agent or any Lender hereunder, the sum payable to the Agent or such Lender shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5) the Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made;

(b)to indemnify the Agent, on its own behalf and as agent for the Lenders, and the Lenders, for the full amount of Taxes and for any incremental Taxes due to the Guarantor’s failure to remit to the Agent or any Lender the required receipts or other required documentary evidence or due to the Guarantor’s failure to pay any Taxes when due to the appropriate taxing authority (including any Taxes imposed by any taxing authority on amounts payable under this Section 5) paid by the Agent, the Lenders or any of them, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally assessed. The Agent or any Lender which pays any Taxes shall promptly notify the Guarantor of the payment of such Taxes and,

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if such payment was made pursuant to an incorrect or illegal assessment, shall reasonably cooperate with the Guarantor, at the expense of the Guarantor, in any dispute of such assessment. Payment pursuant to this indemnification shall be made within 14 days from the date the Agent or any Lender makes written demand therefor; and

(c)that without prejudice to the survival of any other agreement of the Guarantor hereunder, the agreements and obligations of the Guarantor contained in this Section 5 shall survive the repayment of the Guarantor’s Liabilities and the termination of this Guarantee.

6.General

(a)Responsibility

The Guarantor acknowledges and confirms that it is relying solely on its own knowledge and has made all necessary and desirable investigations in connection with the making of this Guarantee.

(b)Termination

The Guarantor’s Liabilities herein shall be terminated upon the indefeasible payment, performance and satisfaction in full of all of the Obligations and Guarantor’s Liabilities and the termination of the Commitment. Upon the termination of the Guarantor’s Liabilities hereunder in accordance with the foregoing, the Agent shall, at the expense of the Guarantor, execute such release and discharge of the Guarantor’s Liabilities as the Guarantor reasonably requires.

(c)Indemnity

The Guarantor hereby indemnifies and holds harmless the Agent, on its own behalf and on behalf of the Lenders, against any damage or loss of whatsoever nature which the Agent or any one or more of the Lenders may sustain arising out of or in connection with the enforcement, cancellation or invalidity for any reason of any of the Credit Documents except to the extent of

15

any damage or loss that a court of competent jurisdiction determines arose on account of the gross negligence or wilful misconduct of the Person sustaining such damage or loss.

(d)Judgment Currency

(i)If, for the purposes of obtaining judgment in any court, it is necessary to convert any sum due or owing hereunder to the Agent in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that which in accordance with normal banking procedures the Agent can purchase the Original Currency with the Other Currency on the Business Day preceding that on which final judgment is granted.

(ii)The obligations of the Guarantor in respect of any of the Guarantor’s Liabilities due in the Original Currency from it to the Agent under this Guarantee shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by the Agent of any sum adjudged to be so due in such Other Currency, the Agent may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due or owing to the Agent hereunder in the Original Currency, the Guarantor shall, as a separate obligation and notwithstanding any such judgment, indemnify the Agent against such Loss, and if the amount of the Original Currency so purchased exceeds the sum originally due or owing to the Agent in the Original Currency, the Agent hereunder shall remit such excess to the Guarantor.

(e)Protest

The Guarantor hereby waives presentment, notice of dishonour and protest of any promissory note, bill of exchange, cheque or other negotiable instrument or bill of sale made,

16

drawn, accepted, endorsed or discounted or to be made, drawn, accepted, endorsed or discounted by the Guarantor and/or the Debtor and hereby agrees that the Guarantor’s Liabilities in respect of any such instrument shall not in any way be affected by any failure to present or to give notice of dishonour or to protest as aforesaid.

(f)Settlements

Any settlement or discharge between the Guarantor and the Agent shall be conditional upon no security or payment to the Agent, the Lenders or any of them by the Debtor or any other person being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy or liquidation of the Debtor or such other person and the Agent, on its own behalf and as agent for the Lenders, shall be entitled subsequently to recover from the Guarantor the value or amount by which any such security or payment shall have been avoided or reduced as aforesaid as if such settlement or discharge had not occurred.

(g)Modifications

No modification or waiver of any provision of this Guarantee shall in any event be effective, unless the same shall be in writing and duly executed by the parties hereto and then such modification or waiver shall be effective only in the specific instance and for the purpose for which given.

(h)Rights Cumulative

All rights and remedies of the Agent set out in this Guarantee will be cumulative and no right or remedy contained herein is intended to be exclusive but each will be in addition to every other right or remedy contained herein or in the other Credit Documents or in any other security now or hereafter taken, held or acquired by the Agent, the Lenders or any of them as security for the Obligations. The taking of a judgment or judgments with respect to any of the Guarantor’s Liabilities will not operate as a merger of any of the covenants contained in this Guarantee.

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(i)Waiver

Any breach by the Guarantor of any of the provisions contained in this Guarantee, or any default by the Guarantor in the observance or performance of any covenant or condition required to be observed or performed by the Guarantor hereunder, may only be waived by the Agent in writing, provided that no such waiver by the Agent will extend to or be taken in any manner to affect any subsequent breach or default or the rights resulting therefrom.

(j)Agent as Attorney

The Guarantor hereby irrevocably appoints the Agent and any person designated by the Agent after an Event of Default under the Credit Agreement to sign, execute or do any deeds, documents, transfers, demands, assignments, assurances, consents or things that the Guarantor is required to sign, execute or do hereunder and, after the happening of any such Event of Default, to commence, continue or defend any proceedings authorized to be taken hereunder and generally to use the name of the Guarantor in the exercise of all or any of the powers hereby conferred on the Agent.

(k)Further Assurances

The Guarantor will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds, mortgages, transfers and assurances as the Agent may reasonably require for the purpose of effecting the intention of this Guarantee.

(l)Notice

All Notices provided for in this Guarantee shall be in writing and shall be delivered by courier to an officer or other responsible employee of the addressee or sent by facsimile, charges prepaid, at or to the applicable addresses or facsimile numbers, as the case may be, set out beneath the name of the addressee on the signature page hereto or at or to such other address or addresses or facsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is delivered by courier as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery was made during normal business hours of the

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recipient; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next following such date of delivery. Any communication which was transmitted by facsimile as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

(m)Binding Effect and Assignments

This Guarantee shall be binding on the Guarantor and its successors and shall enure to the benefit of the Agent and its successors and assigns. The Guarantor shall not assign any or all of its rights or obligations hereunder. The Agent may assign any and all of its rights under this Guarantee in accordance with the terms of the Credit Agreement.

(n)Severability

If any provision hereof is held to be illegal, invalid or unenforceable in any jurisdiction, such provision shall be deemed to be severed from the remainder of this Guarantee with respect only to such jurisdiction and to the extent of such illegality, invalidity or unenforceability. The remaining provisions of this Guarantee shall not be affected by such severed provision and shall continue to be valid and enforceable.

(o)Interpretation

All grammatical changes in gender, tense and number required to give meaning to any provision herein shall be deemed to be made. References to “this Guarantee”, “hereunder”, “hereof”, “herein”, “hereto” and like references are to this entire agreement, including without limitation, all postponement and assignment provisions, and not to any particular article, section or other subdivision of this Guarantee. The insertion of headings in this Guarantee is for convenience of reference only and will not affect the construction or interpretation of this Guarantee.

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(p)Governing Law

This Guarantee and all documents delivered pursuant hereto shall be governed by and interpreted in accordance with the laws of the [•]. The Guarantor hereby irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the [•] with respect to any matter arising under or relating to this Guarantee.

(q)Time

Time will in all respects be of the essence of this Guarantee and no extension or variation of this Guarantee or any obligation hereunder will operate as a waiver of this provision.

(r)Counterparts

This Guarantee may be executed in one or more counterparts each of which shall constitute an original and binding agreement.

(s)Receipt of Copy

The Guarantor acknowledges having received a signed copy of this Guarantee.

IN WITNESS WHEREOF the Guarantor has executed this Guarantee on the date first above written.

	•
		Per:
			Authorized Signing Authority
		Per:
			Authorized Signing Authority
ADDRESS OF GUARANTOR:
•

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ADDRESS OF AGENT:

The Toronto-Dominion Bank

Royal Trust Tower

77 King Street West

18^th Floor

Toronto, Ontario

M5K 1A2

Attention:	Wayne M. Shiplo
	Vice-President, Loan Syndications
Fax:	(416) 982-5535

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SCHEDULE D

FORM OF DRAFT

BANKERS’ ACCEPTANCE

B.A.:

DUE DATE:

TERM IN DAYS BRANCH DOMICILE ISSUE DATE

ON                             WITHOUT GRACE, FOR VALUE RECEIVED, PAY TO THE ORDER OF THE UNDERSIGNED, THE SUM OF $                          DOLLARS

[•]

[•]

[•]

TO:[Insert name of Canadian Lender]

Signature

Signature

SCHEDULE E

I.ENCUMBRANCES PERMITTED UNDER CLAUSE (H) OF THE DEFINITION OF PERMITTED ENCUMBRANCES

IPSCO INC.

1.Security Interest registered by Finning International Inc. at the Alberta Personal Property Registry in a Big Joe Straddle Truck as registration number 98111716480.

2.Security Interest registered by Finning International Inc. at the Alberta Personal Property Registry in a Cat 950G Wheel Loader as registration number 00011904950.

3.Security Interest registered by Finning International Inc. at the Alberta Personal Property Registry in a Cat 950G Wheel Loader as registration number 00011905031.

4.Security Interest registered by Finning International Inc. at the Alberta Personal Property Registry in a Cat 950G Wheel Loader as registration number 00072409402.

5.Security Interest registered by Finning International Inc. and Caterpillar Financial Services Limited at the Alberta Personal Property Registry in a 2000 Caterpillar 950G Wheel Lo Motor Vehicle as registration number 01031624339.

6.Security Interest registered by GE VFS Canada Limited Partnership at the Alberta Personal Property Registry in all goods which are telephone systems, telephones, voice mail devices, together with all replacements and substitutions thereof and all parts, accessories, accessions and attachments thereto and all proceeds as registration number 02073021947.

7.Security Interest registered by Finning International Inc. and Caterpillar Financial Services Limited at the Alberta Personal Property Registry in a 2002 Caterpillar 950G Wheel Lo Motor Vehicle as registration number 02091010179.

8.Security Interest registered by Finning International Inc. and Caterpillar Financial Services Limited at the Alberta Personal Property Registry in a 2002 Caterpillar 950G Wheel Lo Motor Vehicle as registration number 03011503459.

9.Security Interest registered by Finning International Inc. and Caterpillar Financial Services Limited at the Alberta Personal Property Registry in a 2002 Caterpillar 950G Wheel Lo Motor Vehicle as registration number 03011503533.

10.Security Interest registered by Finning International Inc. and Caterpillar Financial Services Limited at the Alberta Personal Property Registry in a 2003 Caterpillar 950G II Wheel Motor Vehicle as registration number 03040107553.

11.Security Interest registered by Praxair Canada Inc. at the Alberta Personal Property Registry in bulk cryogenic storage tanks used for the storage, filling and delivery of

industrial and medical gases and all related equipment, accessories, parts, components and attachments as registration number 03093003915.

12.Security Interest registered by Finning International Inc. and Caterpillar Financial Services Limited at the Alberta Personal Property Registry in a 2004 Caterpillar 950G Wheel Lo Motor Vehicle as registration number 04030220414.

13.Security Interest registered by Finning International Inc. at the Alberta Personal Property Registry in a 2003 Caterpillar 950 II Wheel Motor Vehicle as registration number 04092314618.

14.Consignment Agreement registered by Noranda Sales Corporation Ltd. and Placer Development Ltd. at the Saskatchewan Personal Property Registry as registration number 100303857 regarding inventories of molybdic oxide, a steel alloy, maintained in storage in Regina and paid for as drawn out of storage dated 15 July 1986.

15.Security Interest registered by Telecom Leasing Canada (TLC) Limited at the Saskatchewan Personal Property Registry as registration number 114258381 regarding telecommunications equipment lease #3004398.

16.Security Interest registered by De Lage Landen Financial Services Canada Inc. at Saskatchewan Personal Property Registry as registration number 120604045 regarding all goods supplied before or hereafter by the secured party, and all accessories and accessions thereto and all replacements or substitutions for such goods. (Note: registration relates to certain postage mailing equipment supplied by the secured party, although not specified in the collateral description).

17.Security Interest registered by Compaq Financial Services Canada Corporation at Saskatchewan Personal Property Registry as registration number 118303219 regarding any and all equipment tangible and intangible and all proceeds therefore leased pursuant to Lease No. 69028.

18.Security Interest registered by Hewlett-Packard Financial Services Canada Company at Saskatchewan Personal Property Registry as registration number 118619513 regarding any and all equipment tangible and intangible and all proceeds therefore leased pursuant to Lease No. 69028.

19.Security Interest registered by Danka Canada Inc. at Saskatchewan Personal Property Registry as registration number 115902292 regarding all goods supplied by the secured party to IPSCO Inc. (Note: registration relates to certain copiers supplied by the secured party to offices of IPSCO Inc. in Surrey, Calgary, Red Deer, Regina and Toronto, although not specified in the collateral description).

20.Security Interest registered by Danka Canada Inc. at Saskatchewan Personal Property Registry as registration number 115902488 regarding all goods supplied by the secured party to IPSCO Inc. (Note: registration relates to certain copiers supplied by the secured

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party to offices of IPSCO Inc. in Surrey, Calgary, Red Deer, Regina and Toronto, although not specified in the collateral description).

21.Security Interest registered by Danka Canada Inc. at Saskatchewan Personal Property Registry as registration number 115909511 regarding all goods supplied by the secured party to IPSCO Inc. (Note: registration relates to certain copiers supplied by the secured party to offices of IPSCO Inc. in Surrey, Calgary, Red Deer, Regina and Toronto, although not specified in the collateral description).

22.Security Interest registered by Danka Canada Inc. at Saskatchewan Personal Property Registry as registration number 115909553 regarding all goods supplied by the secured party to IPSCO Inc. (Note: registration relates to certain copiers supplied by the secured party to offices of IPSCO Inc. in Surrey, Calgary, Red Deer, Regina and Toronto, although not specified in the collateral description).

IPSCO SASKATCHEWAN INC.

23.Security Interest registered by GMAC Leaseco Limited at Saskatchewan Personal Property Registry as registration number 118599763 in a 2002 Chev Avalanche serial number 3GNEK13T32G322391.

IPSCO ENTERPRISES INC.

24.Security Interest registered by Ameritech Credit Corporation against IPSCO Enterprises Inc. with the Secretary of State for Delaware dated June 4, 2003 regarding all telecommunications and data equipment provided to the IPSCO Enterprises Inc. by the secured party.

25.Security Interest registered by Ameritech Credit Corporation against IPSCO Enterprises Inc. with the Secretary of State for Delaware dated January 19, 2004 regarding all telecommunications and data equipment provided to the IPSCO Enterprises Inc. by the secured party.

26.Security Interest registered by Canon Financial Services Inc. against IPSCO Enterprises Inc. with the Secretary of State for Illinois dated May 9, 2000 regarding copier Model IR550 Serial Number NNT05745.

27.Security Interest registered by Canon Financial Services Inc. against IPSCO Enterprises Inc. with the Secretary of State for Illinois dated May 9, 2000 regarding copier Model IR550 Serial Number NNT06242.

28.Security Interest registered by Ameritech Credit Corporation against IPSCO Enterprises Inc. with the Secretary of State for Illinois dated May 25, 2000 regarding all telecommunications and data equipment provided to the IPSCO Enterprises Inc by the secured party under Lease No. 091-0023535-000.

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29.Security Interest registered by Canon Financial Services Inc. against IPSCO Enterprises Inc. with the Secretary of State for Illinois dated September 18, 2000 regarding copier Model IR400 Serial Number NQG17552.

30.Security Interest registered by Canon Financial Services Inc. against IPSCO Enterprises Inc. with the Secretary of State for Illinois dated September 22, 2000 regarding copier Model 9000DL Serial Number DYS36493.

31.Security Interest registered by First Security Bank, NA against IPSCO Enterprises Inc. with the Secretary of State for Illinois dated October 13, 2000 regarding all equipment provided pursuant the Bank One Lease Documentation (as defined in the Credit Agreement).

IPSCO STEEL INC.

32.Security Interest registered by Canon Financial Services, Inc. against IPSCO Steel Inc. with the Secretary of State for Iowa dated December 8, 1999 in 1 copier model #NP6551.

33.Security Interest registered by Canon Financial Services, Inc. against IPSCO Steel Inc. with the Secretary of State for Iowa dated December 27, 1999 in 1 copier model #IR600.

34.Security Interest registered by North American Refractories Co. against IPSCO Steel Inc. with the Secretary of State for Iowa dated January 14, 2000 in refractory brick, mixes, and supplies.

35.Security Interest registered by Bobcat Financial Services against IPSCO Steel Inc. with the Secretary of State for Iowa dated August 23, 2000 in 2 Melroe Skid Steer Loaders.

36.Security Interest registered by Canon Financial Services, Inc. against IPSCO Steel Inc. with the Secretary of State for Iowa dated June 13, 2001 in 2 copiers model #IR330S and 2 copiers model #LC3170.

37.Security Interest registered by First Security Bank, NA against IPSCO Steel Inc. with the Secretary of State for Iowa dated October 13, 2000 regarding all equipment provided pursuant the Bank One Lease Documentation (as defined in the Credit Agreement).

38.Security Interest registered by First Security Bank, NA against IPSCO Steel Inc. with the Secretary of State for Delaware dated October 13, 2000 regarding all equipment provided pursuant the Bank One Lease Documentation (as defined in the Credit Agreement).

39.Security Interest registered by Textron Financial Corp. against IPSCO Steel Inc. with the Secretary of State for Delaware dated October 15, 2001 in a copier Model IR5000 Serial Number MPL51181.

40.Security Interest registered by Canon Financial Services Inc. against IPSCO Steel Inc. with the Secretary of State for Delaware dated June 2, 2003 regarding copier Model IR3300 Serial Number MPH37259, Model IR3300 Serial MPH46887, Model IR5000

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Serial number MPL51, Model L7301 Serial Number UZT05349, Model L7391 Serial Number UZT05350.

41.Security Interest registered by Canon Financial Services Inc. against IPSCO Steel Inc. with the Secretary of State for Delaware dated August 4, 2003 regarding copier Model IR400 Serial Number NQG17552.

42.Security Interest registered by Canon Financial Services Inc. against IPSCO Steel Inc. with the Secretary of State for Delaware dated January 28, 2004 regarding copier Model IR3300 Serial Number MPH59870.

43.Security Interest registered by Canon Financial Services Inc. against IPSCO Steel Inc. with the Secretary of State for Delaware dated May 14, 2004 regarding copier Model IR3300 Serial Number MPH64241.

44.Security Interest registered by Canon Financial Services Inc. against IPSCO Steel Inc. with the Secretary of State for Delaware dated June 4, 2004 regarding copier Model IR5020i Serial Number JCM04213.

IPSCO STEEL (ALABAMA) INC.

45.Security Interest registered by Thompson Tractor Co., Inc. against IPSCO Steel (Alabama) Inc., with the Secretary of State for Alabama dated July 27, 2000 in one Caterpillar Model 3516 Generator Set, Serial Number 6HN00940.

46.Security Interest registered by Thompson Tractor Co. Inc. against IPSCO Steel (Alabama) Inc. with the Secretary of State for Alabama dated February 4, 2004 in one Caterpillar DP40K Lift Truck, Serial Number AT19C00551.

47.Security Interest registered by American Equipment Leasing against International Mill Service Inc. and IPSCO Steel (Alabama) Inc. with the Secretary of State for Alabama dated January 30, 2001 in one 1994 Caterpillar 980F Wheel Loader EROPS, Serial Number 3HK01179, one HS Hot Slag Bucket with five yard capacity, and four new 26.5 x 25 solid rubber tires.

48.Security Interest registered by General Electric Capital Corp. against International Mill Service Inc. and IPSCO Steel (Alabama) Inc. with the Secretary of State for Alabama dated March 15, 2001 in one new Terex TFC45-LSX Steel Handler, Serial Number 3384.

49.Security Interest registered by American Equipment Leasing against International Mill Service Inc. and IPSCO Steel (Alabama) Inc. with the Secretary of State for Alabama dated March 16, 2001 in one new Liebherr R-984C – HDEW Hydraulic Scrap Crane.

50.Security Interest registered by Fuchs Systems Inc. against IPSCO Steel (Alabama) Inc. with the Secretary of State for Alabama dated August 4, 2003 in spare parts for Electric Arc Furnaces and Ladle Melting Furnaces.

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51.Security Interest registered by Vesuvius USA Corporation against IPSCO Steel Alabama Inc. with the Secretary of State for Alabama dated June 28, 2002 in the Contractor Equipment consisting of all SEM-85 tube change systems, all tundish car equipment and all LV80 ladle slide gate systems supplied by the Grantor to the Grantee’s Steel Mill Site, together with all mechanical equipment, components, parts, materials and related support equipment, and any and all equipment of any and every kind belonging to the Grantor and used at the Grantee’s Steel Mill Site in connection with the Grantor’s performance of its obligations set forth in the Services Agreement, whether now owned or hereafter acquired, and all additions, accessions and attachments thereto and substitutions therefore, and all proceeds of the conversion of any of the foregoing into cash or liquidated claims.

52.Security Interest registered by Thompson Tractor Co. Inc. against IPSCO Steel Alabama Inc. with the Secretary of State for Alabama dated June 14, 2004 in one Crown PW3520-60, Serial Number 6AA205284.

IPSCO TUBULARS INC.

53.Security Interest registered by The CIT Group/Equipment Financing, Inc. against IPSCO Tubulars Inc., with the Secretary of State for Delaware as registration number 21960297 regarding one Taylor TE800L Diesel Lift Truck SN: 30278 equipped with integral coil ram.

54.Security Interest registered by FCC Equipment Financing, Inc. against IPSCO Tubulars Inc., with the Secretary of State for Delaware as registration number 21994304 regarding one Taylor TE800L Diesel Lift Truck SN: 30278 equipped with integral coil ram.

55.Security Interest registered by FCC Equipment Financing, Inc. against IPSCO Tubulars Inc., with the Secretary of State for Delaware as registration number 22008773 regarding one New Taylor TE800L Diesel Lift Truck SN: 30278 equipped with integral coil ram.

56.Security Interest registered by The CIT Group/Equipment Financing, Inc. against IPSCO Tubulars Inc., with the Secretary of State for Delaware as registration number 22167850 regarding one New Taylor TE800L Diesel Lift Truck NS: 30278 equipped with integral coil ram.

57.Security Interest registered by Canon Financial Services, Inc. against IPSCO Tubulars Inc., with the Secretary of State for Delaware as registration number 31760399 regarding one graphic quality, Model IRC 3200, Serial # MSK00358.

58.Security Interest registered by Canon Financial Services Inc. against IPSCO Tubulars Inc. with the Secretary of State for Nebraska as registration number 9901122569 regarding one copier model IR330, serial #NQJ44557.

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IPSCO TEXAS INC.

59.Security Interest registered by Lasalle National Leasing Corporation against IPSCOTexas Inc. with the Secretary of State for Delaware as registration number 10688627 regarding the equipment relating to the Houston Lease Obligation (as defined in the Credit Agreement).

60.Security Interest registered by Firstcapital Bank, SSB against IPSCO Texas Inc., with the Secretary of State for Delaware as registration number 11395024 regarding the equipment relating to the Houston Lease Obligation (as defined in the Credit Agreement).

II.DESCRIPTION OF PROPERTY SUBJECT TO THE BANK ONE LEASE DOCUMENTATION

Real Property Description

A portion of the Southeast Quarter of the Southeast Quarter of Section 10, and a portion of the Southwest Quarter of the Southwest Quarter of Section 11, all being in Township 77 North, Range 1 East of the 5th Principal Meridian, Muscatine, County, Iowa, which portion is more particularly described as follows:

Commencing at the Northeast Corner of Section 10, Township 77 North, Range 1 East of the 5th Principal Meridian, Muscatine, County, Iowa, and for the purpose of this legal description the north line of said Section 10 is assumed to bear N88 57’49”E;  Thence S00º43’20”E, along the East Line of said Section, 4619.75 feet;  Thence S89º16’40”W, 19.21 feet, to the Northwest Corner of the existing plant facilities known as Caster, which is the Point of Beginning of the facilities herein described;  Thence N69º57’02”E, along the exterior sheeting line of the existing structure, 102.49 feet, to the existing structure corner;  Thence S19º59’00”E, along the exterior sheeting line of the existing structure, 105.21 feet, to the existing structure corner;  Thence N70º01’42”E, along the exterior sheeting line of the existing structure, 247.89 feet, to the existing structure corner;  Thence S19º59’18”E, along the exterior sheeting line of the existing structure, 72.12 feet, to its intersection with the easterly projection of the northerly sheeting line of the northerly wall of the Caster Run-out Building;  Thence S69º51’54”W, along said northerly sheeting line, 99.27 feet;  Thence S20º22’40”E, 85.30 feet, to its intersection with the exterior sheeting face of the southerly wall of said Caster Run-out Building;  Thence S70º08’24”W, along said exterior wall, 148.87 feet to its intersection with the exterior sheeting face of the easterly Caster wall at the northeast corner of the Caster Service Building;  Thence S20º00’18”E, along said exterior sheeting face, 98.41 feet to the Northwest Corner of the LMF Vault;  Thence N70º01’37”E, 31.96 feet to the Northeast Corner thereof;  Thence S20º07’07”E, 35.09 feet, to the Southeast Corner thereof;  Thence S70º01’37”W, 32.03 feet to the Southwest Corner thereof;  Thence S20º00’18”E, along the exterior sheeting face of the easterly wall of the Caster and Melt Shop facilities, 185.30 feet, to the Northwest Corner of the EAF Vault;  Thence N70º06’21”E, along the northerly line thereof and its northeasterly projection thereof, 62.35 feet to the Northwest Corner of the Alloy Storage Building;  Thence N69º54’07”E, along the northerly line of said Alloy Storage Building, 137.72 feet to the Northeast Corner thereof;  Thence S20º05’53”E, 40.81 feet, to the Southeast Corner thereof;  Thence S69º54’07”W, 105.43 feet to

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the Southwest Corner thereof;  Thence S20º05’53”E, along the southeasterly projection of the exterior sheeting face of the southwesterly wall of said Alloy Storage Building, 12.93 feet, to its intersection with the northeasterly projection of the southerly wall of said EAF Vault;  Thence S69º54’39”W, along said southerly wall, 43.79 feet;  Thence S20º05’21”E, 3.11 feet;  Thence S69º54’39”W, 19.54 feet;  Thence S19º05’28”E, 29.83 feet;  Thence S70º54’32”W, 30.94 feet to a point on the exterior sheeting face of the easterly wall of the Melt Shop;  Thence S20º00’18”E, along said exterior wall sheeting, 21.06 feet;  Thence N70º22’27”E, 66.33 feet;  Thence S20º58’46”E, 41.59 feet;  Thence S70º02’09”W, 67.04 feet, to a point on the exterior sheeting face of the easterly wall of the Melt Shop;  Thence S20º00’18”E, along said sheeting face, 16.04 feet, to the southeast corner thereof;  Thence S70º01’00”W, along the sheeting face of the southerly wall of said Melt Shop, 92.89 feet, to a point of intersection with the overhead appurtenant hardware for the existing Lime Silos;  Thence S20º01’53”E, 100.11 feet;  Thence S69º58’07”W, 32.00 feet;  Thence N20º01’53”W, 225.82 feet;  Thence S69º58’07”W, 15.25 feet;  Thence N20º01’53”W, 42.00 feet;  Thence N69º58’07”E, 26.92 feet;  Thence N20º01’53”W, 171.71 feet;  Thence N69º58’07”E, 10.83 feet, to a point on the westerly sheeting face of the Melt Shop Facilities;  Thence N20º01’53”W, 407.29 feet, along said westerly face of the Melt Shop and Caster Shop Facilities, 407.29 feet, to the Point of Beginning. Said Structure as defined contains 130,989 square feet.

Equipment List for the IPSCO Montpelier Steel Works Melting and Casting Operation

1MELT SHOP

1.1EAF

1.1.1Furnace Data

1.1.1.1Number of Furnaces: 2 - twin shell

1.1.1.2Furnace type:  Eccentric bottom tapping (EBT) for slag free tapping

1.1.1.3Slag Control:  Fast back tilt with 27 ton heel for slag free tapping

1.1.1.4Heat Size: 150 tons

1.1.1.5Design Production Rate: 164 tons per hour

1.1.1.6Design Tap to Tap time: 55 minutes

1.1.1.7Water cooled electrode arms and bus tubes.

1.1.1.8Air cooled aluminium Anode bus tubes.

1.1.1.9Water cooled current controlled bottom electrode (Anode) assemblies for each furnace consisting of four (4) water cooled electrodes interconnected by a buss tube network.

1.1.1.10Upper electrode (power transfer medium) swing 80 degrees, from shell to shell (total of 160 degree swing).

1.1.1.11Lower shell diameter: 24’-0”

1.1.1.1228 inch electrode diameter, expandable to 32”

1.1.1.13Upper Shell type: Open Cage

1.1.1.14Upper Shell diameter: 24’-6”

1.1.1.15Scrap volume: 4200 cubic feet

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1.1.1.16Furnace Sidewall and roof type: Water cooled tubular

1.1.1.1715 degree maximum tap tilting, 10 degree maximum slag tilting

1.1.1.182 charges per heat, 100 degree roof swing

1.1.1.19Automatic alloy additions by Fairfield Engineering

1.1.2Electrical Energy, (Tamini Transformer and Ansaldo Rectifiers and Reactors)

1.1.2.12 x 70 MVA transformers, 34.5 KV primary voltage

1.1.2.2766 V maximum secondary voltage

1.1.2.3140 KA maximum secondary current

1.1.2.4105 MW of power supplied to melt scrap.

1.1.2.5Oil to water heat exchangers

1.1.2.6990 VAC maximum secondary voltage

1.1.2.7Thyristor bridge type rectifiers with deionized water cooling system, producing 12 pulse DC

1.1.2.84 - water cooled 150 micro henries in line DC Reactors for current surge control.

1.1.2.9Associated disconnect switch, vacuum switch, potential transformers, ground switch and Kirk Key safety system.

1.1.3Chemical Energy (per shell)

1.1.3.18 “oxy-fuel” (oxygen-natural gas) burners (1 door, 1 sump, and 6 sidewall mounted) supply 45 MW of total power

1.1.3.21 super sonic oxygen lance (at door) supplying 5600 SCFM of oxygen injection, with two (2) auxiliary lances for lime and carbon injection (for foamy slag generation)

1.1.3.3Post combustion oxygen in carbon lance.

1.2LIME / CARBON SYSTEM

1.2.1Storage silos, conveyor system and scrap bucket loading system for lime loading into scrap buckets.

1.2.2Carbon injection storage and loading system to auxiliary lances at furnace doors.

1.3ALLOY ADDITIONS SYSTEM

1.3.1Automatic alloy loading system consisting of exterior loading hopper, bucket elevator, storage hopper loading conveyor (exterior), storage hoppers (interior), ladle loading weigh and conveying system.

1.3.2Auxiliary alloy system (manual) consisting on alloy bins (mezzanine floor) payloader fed.

9

1.4LADLE CARS

1.4.11 - 265 ton capacity ladle transfer car, with electromagnetic cable powered travelling drive, and two (2) weighing saddles and load cells for ladle and heat weight measurements

1.5LADLES

1.5.19 - Production ladles

1.5.21 - Emergency ladle

1.6LADLE SLIDE GATES

1.6.18 - Hydraulically operated slide gate assemblies to control the flow of steel from ladle bottom to tundish at Caster.

1.7LADLE STANDS

1.7.1 3 vertical “stacking” stands at LMF

1.7.2 1 vertical stands for ladle dryers

1.7.3 3 horizontal stands for ladle pre-heaters

1.7.4 1 horizontal stand for refractory tear out

1.7.5 3 vertical stands for ladle refractory rebuild

1.8LADLE PREHEATERS

1.8.1 3 horizontal pre-heaters

1.8.2 1 vertical pre-tapping pre-heaters

1.8.3 2 vertical dryers, for refractory dry out after relines

1.8.4 Fuelled with natural gas and oxygen

1.8.5 2200 degree preheating temperature

1.9LMF

1.9.1 Furnace Data

1.9.1.1Twin station, capable of processing two (2) heats simultaneously

1.9.1.2Heating rate of 7 degrees per minute

1.9.1.32 Metallurgical and 1 heating roofs, water cooled

1.9.1.4Mono-arm electrode mast arm

1.9.1.5Spill pits capable of containing entire heat

1.9.1.618” electrode diameter

1.9.1.732” electrode pitch minimizes refractory wear

1.9.1.8Powder injection system to inject Calcium Silicon for improved castability, inclusion modification and “clean” steel

1.9.1.9“cored wire” injection system for backup of powder injection system

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1.9.2 Electrical Energy

1.9.2.125 MVA transformer, 34.5 KV primary voltage

1.9.2.2390 V maximum secondary voltage

1.9.2.3Up to 19.8 MW of power supplied to increase / maintain temperature for casting

1.9.3 Argon Stirring

1.9.3.1Homogenization of temperature and chemistry

1.9.3.2Slag / metal mixing, for desulfurization

1.9.3.3Inclusion flotation for “clean” steel

1.9.3.42 porous plugs in ladle bottoms, 1 in use, 1 backup

1.9.3.51 “top lance” through LMF roof for backup

1.10CRANES

1.10.11 - 250 ton Meltshop / Caster ladle AC crane with 80 ton main auxiliary hoist and 10 ton secondary auxiliary hoist, cab operated.

1.10.2 1- 250 ton Meltshop Charging Crane, AC, remote and cab operated with 120 ton main auxiliary hook and 10 ton secondary auxiliary hook.

1.10.3 1-350 ton Caster/Meltshop DC crane, cab operated with 75 ton main auxiliary hook and 25 ton secondary auxiliary hook.

1.10.4 1 - 3 ton wall mounted travelling jib crane for ladle slide gate repair

1.10.5 1 - 5 ton wall mounted travelling jib crane for ladle reline and repair

1.10.6  - 2 ton monorail hoist for Meltshop EAF hydraulic room

1.10.7 1 - 2 ton monorail hoist for LMF hydraulic room

1.10.8 1 - 10 ton monorail hoist for Meltshop Alloy Storage

1.11PROCESS CONTROL

1.11.1Chem Lab

1.11.1.1 Steel chemistry analysis, including oxygen, nitrogen and hydrogen

1.11.1.2 Slag chemistry analysis

1.11.1.3 Pneumatic tube system for sample transport from both the EAF and LMF

1.11.2 EAF / LMF Sampling Equipment

1.11.2.1 Temperature measurement

1.11.2.2 Oxygen measurement

1.11.2.3 Carbon measurement

1.11.2.4 Aluminium measurement

1.11.2.5 Hydrogen measurement (LMF only)

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1.11.3 Automation

1.11.3.1“touch screen” human-machine interface

1.11.3.2Level 1- equipment function control

1.11.3.3Level 2- production schedule handling, scrap mix control, heat tracking, delay tracking, event tracking, material addition calculations, chemistry specification tracking, equipment life tracking, and reporting

2CONTINUOUS SLAB CASTER

2.1LADLE CAR

2.1.1 Two (2) single ladle capacity cars, mechanically linked together to operate as a twin ladle car.

2.1.2 Each car is self-propelled and rides on rails attached to the casting platform. Cars can be de-linked and operate independently if necessary.

2.2TUNDISH CARS

2.2.1 2 - tundish cars, of welded steel fabrication, self propelled and rides on rails attached to the casting platform.

2.2.2 Each car transfers a tundish from the off line, preheat position to the required casting position, as well as the emergency dump position if necessary.

2.2.3 Maximum weight capacity is 55 tons, including tundish, tundish cover, refractory and molten steel.

2.2.4 Two (2) drives per car, traverse speed of 100 feet per minute.

2.2.5 Tundish lifting is accomplished with hydraulic cylinders activating on a lifting / weighing bridge/load cell assembly.

2.3TUNDISH AND TUNDISH COVER

2.3.18 - tundishes consisting of box shaped rectangular reinforced steel plate vessels, refractory lined and tapered to aid in skull removal.

2.3.2Liquid steel capacity is 25.6 tons with overflow at 28.8 tons.

2.3.3Full tundish weight, including cover is 54.9 tons.

2.3.44 - tundish covers , consisting of two (2) removable sections, refractory lined.

2.4CASTING PLATFORM EQUIPMENT

2.4.1 2 - Tundish stopper rod flow control equipment, hydraulically operated, with automatic level control and emergency shut off mechanism. Controls flow of steel from tundish to mold.

2.4.2 2 - Tundish preheat stations at the tundish park position.

2.4.3 2 - Tundish nozzle preheat stations at the tundish park position.

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2.5MOLD

2.5.13 - Narrow mold cassettes

2.5.24 - Wide mold cassettes

2.5.33 - Mold tables

2.5.4Vertical, straight mold vs. curved to improve slab inner quality

2.5.5Copper plated steel, water cooled.

2.5.6Manual width - 48” to 120”

2.5.7Hydraulic “Resonance Mold” - Hydraulically operated leaf spring design for oscillation

2.5.8Oscillation range "1-3 mm, with dynamic wave for and frequency adjustment ability. Frequency range 60-360 cycles per minute.

2.5.9Mold level detection uses a 18.8 mCurie Cobalt 60 source providing about " 5 mm accuracy.

2.5.10Electromagnetic Brake

2.5.10.1Reduces mold turbulence

2.5.10.2Reduces inclusion entrapment

2.5.10.3Reduces the potential for breakout

2.5.10.4Electromagnetic field strength 4000 gauss

2.6STRAND GUIDE - SEGMENTS

2.6.14 - Segment A0”. Acts as bending segment to initiate the curve in the shell after exiting from the straight mold. This segment is supported on trunnion mounts attached to the mold frame. Segment includes split rolls with center supports air/mist spray cooling headers and nozzles. Segment can be exchanged attached to the mold above.

2.6.215* - Segments A1” thru A8”. Supported on the “Segment Carrier Frames”, and removed via the overhead crane on “Segment Removal Guide Rails”, each segment consists of

2.6.2.1Top Frame roll support

2.6.2.2Bottom Frame rolls support

2.6.2.3Side frames

2.6.2.46 top rolls, 6 bottom rolls

2.6.2.51 top drive roll, 1 bottom drive roll

2.6.2.64 drive roll units with gear box, universal joint, couplings and base frame

2.6.2.7Hydraulic clamping cylinders

2.6.2.8Machine cooling system

2.6.2.9Air-Mist cooling system

2.6.2.10Hydraulic piping

2.6.2.11Lubrication piping

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* Note:3 -Segment #1

8 - Segment #2-6

2 - Segment #7

2 - Segment #8

2.6.3Machine Drives

2.6.3.128 DC drive motors, 14 top and 14 bottom on segments 2-8

2.6.3.2Segments 2 & 3 have brakes to hold the starter bar and strand if cast is stopped

2.6.3.3Strand tracking is done with measuring rolls or drive motor encoder

2.7STARTER BAR

2.7.11 - Link type starter bar used to begin each casting sequence. Starter bar consisting of head assemblies, 6” thick and varying in width from 48” to 120” (5 different range widths with shim plates), attached to a series of hinged links, providing the flexibility of the starter bar system to be threaded into the casting machine.

2.7.21 - Starter bar storage cage. Utilized to place and/or remove the starter bar from the slab run out table. Starter bar is stored immediately adjacent to the slab run out table after the torch cut area.

2.8RUN OUT TABLES

2.8.11 - Torch approach table immediately after the last segment (#8)

2.8.21 - Stationary torch cutting table.

2.8.31 - Slab run out table, from torch table to charge table of reheat furnace.

2.9SLAB QUENCH SYSTEM

2.9.1Pump, filtering, piping and nozzle system starting at the caster scale pit, designed to quickly cool the exterior surface of the cast slab to the desired metallurgical temperature for certain grades prior to charging into the reheat furnace.

2.10TORCH CUTTING MACHINE

2.10.11 - Torch cutting machine with sample cutting ability. Torch machine consists of a car mounted motor operated variable speed dual pair torch assembly. One pair of torches are utilized for normal slab separation cuts and the second set is utilized in combination with the first set to make sample cuts of the slab for metallurgical analysis. Slab length is measured by measuring roll. Upon signal from the PLC control, the torch car is lowered onto the moving slab to commence the separation or sample cuts.

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This method assures accurate cuts regardless of speed or changes of speed of the cast slab.

2.10.21 - - Sample removal system to bring the 3” sample cuts off line for further removal by crane or mobile vehicle to the metallurgical lab for analysis.

2.11SLAB DEBURRING DEVICE

2.11.11 - - Deburring mechanism for removing the burr that forms on the lower slab edges following the torch cutting process. Deburrer consists of a series of shearing blocks seated in a water cooled beam. The shear blocks are individually actuated up and down by pneumatic cylinder ensuring a positive Deburring along the entire slab cut edge.

2.12MISCELLANEOUS CASTER EQUIPMENT

2.12.1Tundish Tilting Stand

2.12.1.1Hydraulically operated tilting stand to invert a tundish after the casting in order to remove the remaining steel skull and refractories. Stand is equipped with a tilting frame supporting the tundish, rolling track wheels for frame rotation and horizontal movement over a dump pit, and a hydraulic ram system for positive deskull through the shroud hole.

2.12.2Tundish Drying and Set down Stand

2.12.2.1Located in the maintenance aisle, the stand is utilized for thorough drying of the tundish linings. Station includes two air-natural gas fired burners mounted on pivoting supports.

2.12.3Tundish Reline and Setting Stands

2.12.3.1Four (4) station tundish set down maintenance and reline stand, complete with maintenance access platform

2.12.3.2One (1) Tundish setting stand

2.12.4Tundish Lifting Rig

2.12.4.1Specifically designed to properly handle the weight and load arrangement of the tundish to be utilized by overhead cranes.

15

2.12.5Tundish Transfer Car

2.12.5.1Self propelled, rail supported, structural steel car designed to support and transport a tundish between the casting and maintenance bays.

2.12.6Mold Alignment and Test Stand

2.12.6.1Critically aligned stand to serve the following functions:

1.12.6.1.1Mold cooling water leak test

1.12.6.1.2Spray water test for foot rolls and nozzle alignment

1.12.6.1.3Mold width and taper adjustment

1.12.6.1.4Mold assembly

1.12.6.1.5Mold alignment

2.12.7Mold Storage Stand

2.12.7.13 - Storage stands for storing spare mold assemblies

2.12.8Quick Change Alignment Stand

2.12.8.1Utilized for checking the alignment of the quick change unit consisting of mold and segment A0”.

2.12.9Quick Change Set down Stand

2.12.9.1Stand for temporary storage of the built up QC assembly.

2.12.10  Quick Change Lifting Rig

2.12.10.12 - Rigs and 2 - set down stands for rigs, specifically designed for the simultaneous lifting of the mold and segment A0”

2.13CENTRALIZED LUBRICATION SYSTEM

2.13.1Automatic dual line grease lubrication system including automatic timing controls, distribution blocks to properly distribute lubricants and indicating devices to display operation.

2.14CENTRALIZED HYDRAULIC SYSTEMS

2.14.1Hydraulic system utilizing fire resistant fluid to actuate the following components:

2.14.1.1Ladle shroud manipulator

2.14.1.2Tundish car lift

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2.14.1.3Tundish skewing on car

2.14.1.4Segment frame clamping

2.14.1.5Driven upper rolls of segments

2.14.1.6Deburrer system

2.15COMPRESSED AIR SYSTEM

2.15.1Air Mist System

2.15.1.14 - 2200 SCFM at 100 psig single stage rotary screw type air compressors.

2.15.2Plant Air System

2.15.2.13 - 1250 SCFM at 100 psig single stage rotary screw type air compressors.

2.15.2.2Air dryer complete with oil mist eliminator, prefilter and after filter.

2.15.2.3Miscellaneous moisture traps.

2.16STEAM EXHAUST SYSTEM

2.16.1Ductwork, 2 - fans, discharge stacks and duct supports necessary for the ejection of steam created by the air mist cooling system on the hot slab.

2.17PROCESS CONTROL

2.17.1Automation

1.17.1.1“touch screen” human-machine interface

1.17.1.2Level 1- equipment function control

1.17.1.3Level 2- production schedule handling, steel grade and heat file handling, slab length cutting, slab identification, slab quality evaluation, casting speed calculation, slab and tundish down counters, archiving of historical data, spray control, slab disposition and report generation.

2.18STARTER BAR STRAND MONITOR

2.18.1Provides detailed analysis of roll data including:

2.18.1.1Roll gap

2.18.1.2Bearing free-functioning efficiency

2.18.1.3Roll rotation indicator

2.18.1.4Radius indicator

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2.19MOLD STICKER DETECTION SYSTEM

2.19.1Utilizing mold broad and narrow face mounted thermocouples, temperatures of the coppers are monitored. Computer control evaluates temperature trends and temperature differentials to accurately predict the onset of “stickers” which are the main cause of “strand breakouts”. System reaction slows the cast speed so that “stickers” can be healed to avoid breakouts.

2.20CRANES AND LIFTING DEVICES

2.20.11 - 90 ton Caster maintenance crane, remote operated with 15 ton auxiliary hook.

2.20.22 - 2 ton monorail hoists for caster segment drive removal

2.20.31 - 5 ton monorail hoist for caster hydraulic room

2.20.41 - 5 ton tundish maintenance traveling wall jib crane

2.20.51 - 25 ton Caster runout maintenance crane, remote operated

2.20.61 - 1 ton caster sample handling tong

2.20.71 - 25 ton caster slab tong

3LADLE RELINE EQUIPMENT

3.1LADLE RELINE EQUIPMENT

3.1.13 position ladle reline stands and platforming for all required ladle reline

3.1.21 - Vertical ladle dryer for initial dryout of ladle refractory prior to ladle in service and preheat.

4 SPARE PARTS

Spare Parts as are required to be maintained pursuant to the Bank One Lease Documentation.

18

SCHEDULE F

APPLICABLE MARGIN

To be based on IPSCO’s ratio of Consolidated Debt:Consolidated EBITDA or on the “Utilization Rate”, as applicable, as follows:

(1) Consolidated Debt:Consolidated EBITDA	(2) Floating Rate &/or USBR (bps)	(3) BA, Letters &/or LIBOR (bps)
<1.0x	25.0	125.00
> = 1.0, <1.5x	75.0	175.00
> =1.5, <2.0x	100.0	200.0
> = 2.0, < 2.5x	125.0	225.0
> = 2.5, < 3.0x	150.0	250.00
> = 3.0x	200.0	300.00

Utilization Rate (% of Total Outstandings/Commitment)	Standby Fee
< = 33%	LIBOR Applicable Margin x 0.40
> 33%, < = 66%	LIBOR Applicable Margin x 0.35
> 66%	LIBOR Applicable Margin x 0.30

SCHEDULE G

FORM OF BORROWING NOTICE

[Date]

The Toronto-Dominion Bank, as Agent

Royal Trust Tower

77 King Street West, 18^th Floor

Toronto, Ontario M5K 1A2

Attention:	Vice President, Loan Syndications – Agency
Facsimile:	(416) 982-5535

Dear Sirs:

The undersigned, [insert name of Borrower] (the “Borrower”), refers to the Revolving Credit Agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”), the terms defined therein being used herein as therein defined,) among IPSCO Inc., IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other Borrowers as become parties thereto from time to time, The Toronto-Dominion Bank, as agent, JPMorgan Chase Bank, N.A., as syndication agent, and The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago), as lenders, and hereby gives you notice pursuant to Section 3.2 of the Credit Agreement that the Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 3.2 of the Credit Agreement:

(i)The Business Day of the Proposed Borrowing is [•], [•].

(ii)The aggregate amount of the Proposed Borrowing is [insert currency, amount].

(iii)The Type of Advance is a [Floating Rate Advance] or [LIBOR Advance] or [U.S. Base Rate Advance].

(iv)The initial Interest Period for the LIBOR Advance is [•].*

The undersigned certifies as follows:

(a)the representations and warranties made in Article 7 of the Credit Agreement, other than those expressly stated to be made as of a specific date, are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of the date hereof, but subject to the same qualifications as may be contained in Article 7 of the Credit Agreement;

(b)No Default or Event of Default has occurred and is continuing on the date hereof or will result from the Proposed Borrowing requested herein;

(c)The undersigned will immediately notify you if it becomes aware of the occurrence of any event which would mean that the statements in the immediately preceding paragraphs (a) or (b) would not be true if made on the date of the Proposed Borrowing;

(d)All conditions precedent set out in Section 6.3 [and Section 6.2 and Section 6.4] of the Credit Agreement have been fulfilled;

2

*  Omit clause (iv) if the Advance is not a LIBOR Advance.

Yours truly,
[Insert name of Borrower]
By:
	Title:

3

SCHEDULE H

FORM OF ELECTION NOTICE

[Date]

The Toronto-Dominion Bank, as Agent

Royal Trust Tower

77 King Street West, 18^th Floor

Toronto, Ontario M5K 1A2

Attention:	Vice President, Loan Syndications – Agency
Facsimile:	(416) 982-5535

Dear Sirs:

The undersigned, [insert name of Borrower] (the “Borrower”), refers to the Revolving Credit Agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”), the terms defined therein being used herein as therein defined) among IPSCO Inc., IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other Borrowers as become parties thereto from time to time, The Toronto-Dominion Bank, as agent, JPMorgan Chase Bank, N.A., as syndication agent, and The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago), as lenders, and hereby gives you notice pursuant to Section 3.4 of the Credit Agreement that the Borrower hereby [elects to convert Advances from one Type to another] or [elects to convert Advances to Bankers’ Acceptances or BA Equivalent Notes] or [elects an additional Interest Period for certain LIBOR Advances], and in that connection sets forth below the information relating to such election as required by Section 3.4 of the Credit Agreement:

(v)The Business Day on which the conversion from [one Type of Advance to another] [one type of Advance to a Bankers’ Acceptance or BA Equivalent Note] is to be made is [•], [•].*

(vi)The Type of Advance to be converted is [insert amount, currency and Type of Advance].*

(vii)The new [Type of Advance] selected is [•].*

(viii)The initial Interest Period for the LIBOR Advance is [•].**

(ix)The LIBOR Advance which is to be continued as a LIBOR Advance is [specify amount].***

(x)The current Interest Period for such LIBOR Advance expires on [specify date].***

(xi)The additional Interest Period selected for such LIBOR Advance is [•].***

The undersigned certifies as follows:

(a)the representations and warranties made in Article 7 of the Credit Agreement, other than those expressly stated to be made as of a specific date, are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of the date hereof, but subject to the same qualifications as may be contained in Article 7 of the Credit Agreement;

(b)No Default or Event of Default has occurred and is continuing on the date hereof or will result from the Accommodation(s) requested herein;

(c)The undersigned will immediately notify you if it becomes aware of the occurrence of any event which would mean that the statements in the immediately

2

preceding paragraphs (a) or (b) would not be true if made on the date of the proposed Accommodation;

(d)All conditions precedent set out in Section 6.3 [and Section 6.2 and Section 6.4] of the Credit Agreement have been fulfilled;

* and **        Omit clauses (i), (ii), (iii) and (iv) if the election does not involve a conversion of a Type of Advance.

**                   Omit clause (iv) if the conversion of Type of Advance does not involve a conversion to a LIBOR Advance.

***                Omit clauses (v), (vi) and (vii) if the election does not involve the selection of an additional Interest Period for a LIBOR Advance.

Yours truly,

[Insert name of Borrower]

By:

Title:

3

SCHEDULE I

FORM OF BA ISSUANCE NOTICE

[Date]

The Toronto-Dominion Bank, as Agent

Royal Trust Tower

77 King Street West, 18^th Floor

Toronto, Ontario M5K 1A2

Attention:	Vice President, Loan Syndications – Agency
Facsimile:	(416) 982-5535

Dear Sirs:

The undersigned, [insert name of Canadian Borrower] (the “Borrower”), refers to the Revolving Credit Agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”), the terms defined therein being used herein as therein defined) among IPSCO Inc., IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other Borrowers as become parties thereto from time to time, The Toronto-Dominion Bank, as agent, JPMorgan Chase Bank, N.A., as syndication agent, and The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago), as lenders, and hereby gives you notice pursuant to Section 4.2 of the Credit Agreement that the Borrower hereby requests a BA Issuance under the Credit Agreement, and in that connection sets forth below the information relating to such BA Issuance (the “Proposed BA Issuance”) as required by Section 4.2 of the Credit Agreement:

(i)The Business Day of the Proposed BA Issuance is [•], [•].

(ii)The aggregate Face Amount of Drafts to be accepted is [insert amount in Canadian Dollars].

(iii)The contract maturity date for such Drafts is (   ) days.

(iv)The serial numbers of the Drafts to be accepted are [•].*

(v)The name(s) of the purchaser(s) of such Drafts is (are) [•].*

(vi)The proceeds to be received by the Borrower for such Drafts is [•].*

The undersigned certifies as follows:

(a)the representations and warranties made in Article 7 of the Credit Agreement, other than those expressly stated to be made as of a specific date, are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of the date hereof, but subject to the same qualifications as may be contained in Article 7 of the Credit Agreement;

(b)No Default or Event of Default has occurred and is continuing on the date hereof or will result from the Proposed BA Issuance requested herein;

(c)The undersigned will immediately notify you if it becomes aware of the occurrence of any event which would mean that the statements in the immediately preceding paragraphs (a) or (b) would not be true if made on the date of the Proposed BA Issuance;

(d)All conditions precedent set out in Section 6.3 [and Section 6.2 and Section 6.4] of the Credit Agreement have been fulfilled;

*Omit clauses (iv), (v) and (vi) if the Lender is purchasing the Bankers’ Acceptances.

Yours truly,

[Insert name of Canadian Borrower]

By:

Title:

2

SCHEDULE J

FORM OF ISSUE NOTICE

[Date]

The Toronto-Dominion Bank, as Agent

Royal Trust Tower

77 King Street West, 18^th Floor

Toronto, Ontario M5K 1A2

Attention:	Vice President, Loan Syndications – Agency
Facsimile:	(416) 982-5535

Dear Sirs:

The undersigned, [insert name of Borrower] (the “Borrower”), refers to the Revolving Credit Agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”), the terms defined therein being used herein as therein defined, among IPSCO Inc., IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other Borrowers as become parties thereto from time to time, The Toronto Dominion Bank, as agent, JPMorgan Chase Bank, N.A., as syndication agent, and the Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago), as lenders, and hereby gives you notice pursuant to Section 5.2 of the Credit Agreement that the Borrower hereby requests an Issue under the Credit Agreement, and in that connection sets forth below the information relating to such Issue (the “Proposed Issue”) as required by Section 5.2 of the Credit Agreement:

(i)The Business Day of the Proposed Issue is [•], 20[•].

(ii)The Type of Letter is [•].

(iii)The aggregate Face Amount and currency of the Letter is [insert amount and currency].

(iv)The expiration date of the Letter is [•].

(v)The name and address of the Beneficiary of the Letter is [•].

(vi)The purpose of the Letter is [•].

The undersigned certifies as follows:

(a)the representations and warranties made in Article 7 of the Credit Agreement, other than those expressly stated to be made as of a specific date, are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of the date hereof, but subject to the same qualifications as may be contained in Article 7 of the Credit Agreement;

(b)No Default or Event of Default has occurred and is continuing on the date hereof or will result from the Proposed Issue requested herein;

(c)The undersigned will immediately notify you if it becomes aware of the occurrence of any event which would mean that the statements in the immediately preceding paragraphs (a) or (b) would not be true if made on the date of the Proposed Issue;

(d)All conditions precedent set out in Section 6.3 [and Section 6.2 and Section 6.4] of the Credit Agreement have been fulfilled;

Yours Truly,

[Insert name of Borrower]

By:

Title:

2

SCHEDULE K

ADDRESSES FOR NOTICE

AGENT	SYNDICATION AGENT
To:  The Toronto-Dominion Bank	To:  JPMorgan Chase Bank, N.A.
Royal Trust Tower	BCE Place
77 King Street West, 18th Floor	161 Bay Street
Toronto, Ontario M5K 1A2	Suite 4240
	P.O. Box 613
Attention:Wayne M. Shiplo	Toronto, Ontario M5J 2S1
Vice President, Loan
Syndications – Agency	Attention:Jeffrey S. Coleman
Facsimile:(416) 982-5535	Fax No.:(416) 363-7574
And in the case of Borrowing Notices issued in respect of Accommodations to be made to U.S. Borrowers, to:
Toronto Dominion (Texas) LLC
c/o The Toronto-Dominion Bank
77 King Street West, 18th Floor
Toronto, Ontario M5K 1A2
Attention:Wayne M. Shiplo
Vice-President, Loans
Syndications – Agency
Fax No.(416) 982-5535

CANADIAN LENDERS	U.S. LENDERS OR AFFILIATES
To:  The Toronto-Dominion Bank	To:  Toronto Dominion (Texas) LLC
Investment Banking – Corporate Credit	c/o  The Toronto-Dominion Bank
66 Wellington Street West	The Toronto-Dominion Bank Tower
T.D. Tower, 8th Floor	66 Wellington Street West, 8th Floor
Toronto, Ontario M5K 1A2	Toronto, Ontario M5K 1A2
Attention:Gary Nevison	Attention:Gary Nevison
Vice-President, Corporate Credit	Vice-President, Corporate Credit
Fax No.:(416) 944-5630	Fax No.:(416) 944-5630

CANADIAN LENDERS	U.S. LENDERS OR AFFILIATES
To:  JPMorgan Chase Bank, N.A.,	To:  JPMorgan Chase Bank, N.A.
Toronto Branch	Mail Code IL1-0556
BCE Place, 161 Bay Street	1 Bank One Plaza
Suite 4240, P.O. Box 613	Chicago, Illinois 60670
Toronto, Ontario M5J 2S1
	Attention:Teresita Siao
Attention:Jeffrey S. Coleman	Fax No.:(312) 385-7097
Fax No.:(416) 363-7574
To:  Royal Bank of Canada	To:  Royal Bank of Canada, acting through a
Corporate Credit	New York Branch
200 Bay Street, Royal Bank Plaza	One Liberty Plaza, 4th Floor
5th Floor, South Tower	New York, New York
Toronto, Ontario M5J 2W7	10006-1404
Attention:Mark Beck	Attention:Nigel Delph
Fax:(416) 842-5321	Fax No.:(212) 428-2319
To:  Bank of America, N.A., Canada Branch	To:  Bank of America, N.A.
200 Front Street, West, 27th Floor	231 South LaSalle Street
Toronto, Ontario	Mail Code IL 1-231-10-10
M5V 3L2	Chicago, IL 60604
Attention:Nelson Lam	Attention:Sharon Burks Horos/Brian
Fax:(416) 349-4282	Lukehart
	Fax No.:(312) 828-6269
with a copy to:
Bank of America, N.A.
231 South LaSalle Street
Mail Code IL 1-231-10-10
Chicago, IL 60604
Attention:Sharon Burks Horos/Brian
Lukehart
Fax No.:(312) 828-6269

2

CANADIAN LENDERS	U.S. LENDERS OR AFFILIATES
To:  ABN AMRO Bank N.V.,	To:  ABN AMRO Bank N.V.
Canada Branch	540 West Madison Street
15th Floor, TD Waterhouse Tower	26th Floor
79 Wellington Street West	Chicago, Illinois 60661
Toronto, Ontario M5K 1G8
	Attention:Melanie Dziobas
	Fax No.:(312) 992-5111
Attention:Lawrence J. Maloney/Yvon
Jeghers
Fax:(416) 367-7937
To:  The Bank of Nova Scotia	To:  Wells Fargo Bank, National Association
Corporate Banking – Industrial Products	230 West Monroe
40 King Street West, 62nd Floor	Suite 2900
Toronto, Ontario M5W 2X6	Chicago, IL 60606
Attention:Managing Director and Industry	Attention:Charles Reed/Thiplada Siddiqui
Head	Fax No.:(312) 553-4783
Fax:(416) 866-2010
To:  Bank of Montreal	To:  The Bank of Nova Scotia, by its Atlanta
Investment & Corporate Banking	Agency
1 First Canadian Place, 4th Floor	600 Peachtree Street N.E., Suite 2700
Toronto, Ontario M5X 1H3	Atlanta, Georgia 30308
Attention:Sean Gallaway/Michael Johnson	Attention:Managing Director
Fax:(416) 359-7796	Fax No.:(404) 888-8995
	To:  Bank of Montreal, Chicago Branch
	115 South LaSalle Street, 12th Floor
	Chicago, Illinois 60603
	Attention:Bruce Pietka
	Fax No.:(312) 750-6057
	To:  Fifth Third Bank (Chicago)
	International Finance Dept.
	1701 Golf Road, Tower 1
	Suite 700, MD GRLM7C
	Rolling Meadows, Illinois 60008
	Attention:Todd Ritz/Lynn Durning
	Fax No.:(847) 354-7130

3

BORROWER

To:  IPSCO  Inc.

c/o IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:Treasurer

Fax No.:(630) 810-4606

To:  IPSCO Saskatchewan Inc.

c/o IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:Treasurer

Fax No.:(630) 810-4606

To:  IPSCO Steel Inc.

c/o IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:Treasurer

Fax No.:(630) 810-4606

To:  IPSCO Enterprises Inc.

c/o IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:Treasurer

Fax No.:(630) 810-4606

To:  IPSCO Alabama Ltd.

c/o IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL60532

Attention:Treasurer

Fax No.:(630) 810-4606

To:  IPSCO Steel (Alabama) Inc.

c/o IPSCO Enterprises Inc.

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:Treasurer

Fax No.:(630) 810-4606

4

BORROWER

with a copy:

To:  IPSCO Enterprises Inc., Legal Department

650 Warrenville Road, Suite 500

Lisle, IL 60532

Attention:General Counsel

Fax No.:(630) 810-4602

5

SCHEDULE L

FORM OF COMPLIANCE CERTIFICATE

TO:	The Toronto-Dominion Bank, as Agent
	Royal Trust Tower
	77 King Street West, 18th Floor
	Toronto, Ontario M5K 1A2
	Attention:Vice President, Loan Syndications – Agency
	Facsimile:(416) 982-5535

Reference is made to a revolving credit agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”) among IPSCO Inc., IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other Borrowers as become parties thereto from time to time, The Toronto-Dominion Bank, as agent, JPMorgan Chase Bank, N.A., as syndication agent, and The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago) as lenders.  Capitalized terms herein shall, unless otherwise defined, have the meanings ascribed thereto in the Credit Agreement.

I,                            , the Chief Financial Officer of IPSCO Inc. (“IPSCO”), in such capacity and not personally, hereby certify that:

1.I am the duly appointed Chief Financial Officer of IPSCO and as such I am providing this certificate for and on behalf of the Borrowers pursuant to the Credit Agreement.

2.I am familiar with and have examined the provisions of the Credit Agreement including, without limitation, those of Article 7, Article 8 and Article 9 therein.

3.To the best of my knowledge, information and belief, and after due inquiry, no Default or Event of Default has occurred and is continuing as at the date hereof.

4.For the Financial Quarter ending [•], [•] the amounts and financial ratios referred to in Section 8.3 of the Credit Agreement are as follows:

		Actual Amount	Required Amount or Limit
(a)	Consolidated Current Assets to Consolidated Current Liabilities	[•]:1	1.0:1
(b)	Consolidated Debt (less unrestricted cash and Cash Equivalents) to Consolidated Total Capitalization	[•]:1	[•]:1
(c)	Consolidated Tangible Net Worth	U.S. $[•]	U.S. $750,000.000 plus 50% of cumulative Consolidated Net Income and 75% of Net Available Equity Issuance Proceeds, in each case for the period from July 1, 2004 to the last day of the completed Financial Quarter in respect of which this Compliance Certificate is being delivered.
(d)	Consolidated Free Cash Flow to Consolidated Fixed Charges	[•]:1	[•]:1

5.For the Financial Quarter ending [•], [•], the ratio of Consolidated Debt to Consolidated EBITDA is [•] and the Applicable Margin is as follows:

(a)For the Standby Fee, [•];

(b)For the BA Stamping Fee Rate or Issue Fee, [•];

(c)For the U.S. Base Rate and Floating Rate, [•]; and

(d)For the LIBOR Rate, [•].

2

6.As at [•], [•], the Tangible Assets of the Borrowers and the Guarantors which are Wholly-Owned Subsidiaries is $[•] and comprise [•]% of the Consolidated Tangible Assets of IPSCO Consolidated.  The required percentage amount of such Tangible Assets of the Borrowers and the Guarantors which are Wholly-Owned Subsidiaries is at least 90% of the Consolidated Tangible Assets of IPSCO Consolidated.

7.For the 12 month period ending [•], [•], the Revenue of the Borrowers and the Guarantors that are Wholly-Owned Subsidiaries is $[•] and comprises [•]% of the Consolidated Revenue of IPSCO Consolidated.  The required amount of such Revenue of the Borrowers and Guarantors which are Wholly-Owned Subsidiaries is at least 90% of the Consolidated Revenue of IPSCO Consolidated.

8.The aggregate amount of unrestricted cash and Cash Equivalents for IPSCO Consolidated for the Financial Quarter ending [•], [•] was $[•].

9.The aggregate amount of Dispositions of Assets not otherwise permitted under Section 8.2(2)(a), (b) or (d) for (a) the last four Financial Quarters ending [•], [•] was $[•] and does not exceedU.S.$285,000,000; and (b) the period commencing on the date of the Credit Agreement until and including the last day of the Financial Quarter ending [•], [•] was $[•] and does not exceed U.S.$475,000,000.

10.The aggregate fair market value of the Assets of the Borrowers and their Subsidiaries subject to all outstanding Non-Capitalized Leases and the aggregate lease commitments in respect of real property leases and office leases for the purposes of Section 8.2(5)(b) of the Credit Agreement is $[•] and does not exceed U.S.$60,000,000; and the aggregate level of lease payments to be made in the current calendar year in respect of all Non-Capitalized Lease Obligations (including in respect of the Bank One Lease Obligation) referred to in Section 8.2(5)(c) of the Credit Agreement is $[•] and does not exceed U.S.$30,000,000.

11.The aggregate amount of Investments not otherwise permitted under Section 8.2(13)(a) or (b) for (a) the last four Financial Quarters ending [•], [•] was U.S.$[•] and does not exceed U.S.$285,000,000; and (b) the period commencing on the date of the Credit

3

Agreement until and including the last day of the Financial Quarter ending [•], [•] was $[•] and does not exceed U.S.$475,000,000.

12.For the current calendar year, the aggregate amount of capital expenditures is $[•] and does not exceed U.S.$190,000,000.

13.Appendix A attached sets out in detail the calculations of the ratios and other amounts referred to above and all component parts thereof.

14.For the Financial Quarter ending [•], [•],the Bank One Lease Obligation is $[•].

15.For the Financial Quarter ending [•], [•], the Material Subsidiaries are as follows:  [•].

DATED this                      day of                                   ,          .

(Signature)

(Name – please print)

Chief Financial Officer

4

SCHEDULE M

FORM OF RELEASE AGREEMENT

THIS AGREEMENT made the [•] day of •, 200[•].

TO:The Toronto-Dominion Bank, as Agent (the “Agent”)

AND TO:JPMorgan Chase Bank, N.A., as syndication agent (the “Syndication Agent”)

AND TO:The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A., Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago) (the “Lenders”)

WHEREAS IPSCO Inc. (“IPSCO”), IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., the Agent, the Syndication Agent and the Lenders entered into a Revolving Credit Agreement dated as of the 19th day of November, 2004 (as amended, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”);

AND WHEREAS the Revolving Credit Agreement contemplates that direct or indirect Wholly-Owned Subsidiaries of IPSCO qualifying for Accommodations pursuant to the Revolving Credit Agreement may execute and deliver an Assumption Agreement pursuant to which such Person assumes all rights, obligations and liabilities of a Borrower under the Revolving Credit Agreement;

AND WHEREAS the Revolving Credit Agreement contemplates that such a Borrower may cease to be a Borrower upon the execution and delivery of a release agreement;

AND WHEREAS the undersigned is such a Borrower and is desirous of ceasing to be a Borrower;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants herein contained and the mutual covenants contained in the Revolving Credit Agreement, the undersigned hereby agrees as follows:

1.Definitions.  In this Agreement, unless otherwise provided, all capitalized terms shall have the meanings ascribed thereto in the Revolving Credit Agreement.

2.Certification of Borrower.  The undersigned hereby represents and warrants that:

(i)to the best of its knowledge, information and belief, after due enquiry, no Default or Event of Default has occurred and is continuing as at the date hereof; and

(ii)all amounts owing by the undersigned pursuant to the terms of the Revolving Credit Agreement have been paid in full.

3.Release of Agent, Syndication Agent and Lenders.  The undersigned hereby remises and releases and forever discharges the Agent, the Syndication Agent and the Lenders of and from any and all Claims whatsoever which it now has or hereafter can, shall or may have for or by reason of or arising out of or in connection with the Revolving Credit Agreement or any of the other Credit Documents.

4.Successors and Assigns.  The terms of this Agreement shall be binding upon the undersigned and its successors and assigns and shall enure to the benefit of the Agent, the Lenders, the Syndication Agent, the undersigned and their respective successors and permitted assigns.

5.Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein.

2

IN WITNESS WHEREOF this Agreement has been duly executed.

•
Per:
	Authorized Signing Officer

3

SCHEDULE N

PROCEEDINGS

SCHEDULE O

NON-QUALIFIED PLANS

IPSCO and/or the ERISA Companies maintain non-qualified plans for certain current and former executives.  These plans are “unfunded” under the U.S. Internal Revenue Code.  However, IPSCO maintains assets in the IPSCO Enterprises Inc. Executive Compensation Trust Agreement (a so-called “Rabbi Trust”) in order to offset some or all of the benefit liabilities under these non-qualified plans.  As of December 31, 2003, the benefit liabilities exceeded the current value of allocable assets held by the Rabbi Trust by approximately U.S. $947,000.

SCHEDULE P

BANK ONE LEASE OBLIGATION

PERIOD	BANK ONE LEASE OBLIGATION
To and including December 31, 2003	U.S. $131,387,480.00
From January 1, 2004 to and including June 30, 2004	U.S. $123,747,540.00
From July 1, 2004 to and including December 31, 2004	U.S. $124,418,930.00
From January 1, 2005 to and including June 30, 2005	U.S. $119,829,540.00
From July 1, 2005 to and including December 31, 2005	U.S. $120,597,810.00
From January 1, 2006 to and including June 30, 2006	U.S. $115,607,260.00
From July 1, 2006 to and including December 31, 2006	U.S. $116,484,070.00
From January 1, 2007 to and including June 30, 2007	U.S. $109,306,080.00
From July 1, 2007 to and including December 31, 2007*	U.S. $110,320,680.00

*First buy out option is for U.S. $119,145,488.30 on October 13, 2007.

SCHEDULE Q

RESTRICTIVE AGREEMENTS

(Reference is made to Section 8.2(7) of Credit Agreement)

1.Separate note purchase agreements each dated as of April 1, 1994 made between IPSCO Inc. and the purchasers thereunder, providing for the issuance of U.S. $100,000,000 principal amount of 6.94% Series A Senior Notes Due April 1, 2004 and $100,000,000 principal amount of 7.32% Series B Senior Notes due April 1, 2009, as amended.

2.Trust Indenture dated as of October 10, 1996 made between IPSCO Inc. and Montreal Trust Company, providing for the issuance of Cdn. $100,000,000 principal amount of 7.80% Debentures due 1 December, 2006.

3.Loan Agreement dated as of June 1, 1997 made between IPSCO Inc. and Iowa Finance Authority relating to U.S. $14,715,000 Solid Waste Disposal Bonds, Series 1997.

4.Bond Guaranty Agreement November 1, 1999 made by IPSCO Inc. in favour of Norwest Bank Minnesota, National Association, as trustee pertaining to U.S. $28,000,000 principal amount of City of Blythville, Arkansas Taxable Industrial Development Revenue Bonds (IPSCO Enterprises Inc. Project) Series 1999.

5.Loan Agreement dated as of May 1, 2000 made between IPSCO Inc. and The Mobile County Industrial Development Authority relating to U.S. $10,000,000 principal amount of The Mobile County Industrial Development Authority Industrial Development Revenue Bonds (IPSCO Inc. Project) Series 2000.

6.Note Agreement dated as of December 10, 1998 made between IPSCO Saskatchewan Inc. and The Teachers’ Retirement System of Alabama, The Employees’ Retirement System of Alabama and The Judicial Retirement Fund providing for the issuance of U.S. $100,000,000 principal amount of Incremental Rate Junior Subordinated Notes due December 31, 2038 and Guarantee dated December 10, 1998 made by IPSCO Inc. in respect of such notes.

7.Indenture dated as of June 18, 2003 between IPSCO Inc., the guarantor parties thereto and Wells Fargo Bank Minnesota, N.A. providing for the issuance of U.S. $200,000,000 8.75% Senior Notes due 2013.

SCHEDULE R

FORM OF ASSIGNMENT AGREEMENT

[see reference in Section 11.8]

This assignment agreement (the “Assignment Agreement”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Credit Facility (including any Letters and Bankers’ Acceptances) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the credit transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender] ]

3.Credit Agreement:       The Revolving Credit Agreement dated as of November 19th, 2004 among IPSCO Inc., IPSCO Saskatchewan Inc., IPSCO Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd., IPSCO Steel (Alabama) Inc., such other borrowers as become parties thereto from time to time, The Toronto-Dominion Bank, as Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and The Toronto-Dominion Bank, JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Bank of America N.A., by its Canada Branch, ABN AMRO Bank N.V., Canada Branch, The Bank of Nova Scotia, Bank of Montreal, Toronto Dominion (Texas) LLC, JPMorgan Chase Bank, N.A. Royal Bank of Canada, acting through a New York Branch, Bank of America, N.A., ABN AMRO Bank N.V., Wells Fargo Bank, National Association, The Bank of Nova Scotia, by its Atlanta Agency, Bank of Montreal, Chicago Branch, and Fifth Third Bank (Chicago), as Lenders, as the same may be amended, supplemented, restated or replaced from time to time.

4.Assigned Interest:

Aggregate Amount of Commitment for all Lenders	Amount of Commitment Assigned	Assigned Pro Rata Share of Commitment(1)
$	$	%

Effective Date:                         , 20      [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF ASSIGNMENT IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment Agreement are hereby agreed to:

(1) Set forth, to at least 9 decimals, as a percentage of the Commitments of all Lenders thereunder.

2

ASSIGNOR
[NAME OF ASSIGNOR]
Per:
	Title:

ASSIGNEE
[NAME OF ASSIGNEE]
Per:
	Title:

Consented to and Accepted:

[NAME OF AGENT], as Agent

By

Title:

[NAME OF ISSUING LENDER], as Issuing Lender

By:

Title:

3

Consented to:(2)

IPSCO INC.

By

Title:

(2) To be added only if the consent of IPSCO is required by the terms of the Credit Agreement.

4

ANNEX 1

[                        ](3)

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AGREEMENT

(1)Representations and Warranties.

(a)Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

(b)Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit

(3) Describe Credit Agreement at option of Agent.

Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1(1) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

(2)Payments.    From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

(3)General Provisions.  This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment Agreement.  This Assignment Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada.

2

SCHEDULE S

EXISTING LETTERS OF CREDIT/LETTERS OF GUARANTEE

I.Letters Issued on behalf of Canadian Borrowers

L/C Number	Beneficiary	Issue Date	Expiry Date	Face Amount	Renewal Clause/Cancellation Notice
G690820	Min. of Environment, Surrey BC	18-Feb-03	04-Mar-05	Cdn. $6,000,000.00	Automatic renewal; 30 days cancellation notice
G691603	Min. of Environment, Surrey BC	18-Feb-03	04-Mar-05	Cdn. $675,000.00	Automatic renewal; 30 days cancellation notice
S693289	Royal Trust Corporation	18-Feb-03	04-Mar-05	Cdn. $5,453,000.00	Automatic renewal; 90 days cancellation notice
G094994	La Salle National Leasing Corp.	27-Jun-01	04-Mar-05	U.S. $3,775,000.00	Automatic renewal; 60 days notice

EX-10.24A

Exhibit 10.24a

IPSCO Inc.

2005 Form 10-K

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT made as of the 3rd day of February, 2006.

AMONG:

IPSCO INC. and IPSCO SASKATCHEWAN INC.

(collectively, the “Canadian Borrowers”)

- and -

IPSCO STEEL INC., IPSCO ENTERPRISES INC., and IPSCO STEEL (ALABAMA) INC.

(collectively, the “U.S. Borrowers”)

(the Canadian Borrowers and the U.S. Borrowers collectively, the “Borrowers”)

- and -

THE TORONTO-DOMINION BANK

(as “Agent”)

- and -

JPMORGAN CHASE BANK, N.A.

(as “Syndication Agent”)

- and -

THE TORONTO-DOMINION BANK, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, ROYAL BANK OF CANADA, BANK OF AMERICA, N.A., BY ITS CANADA BRANCH, ABN AMRO BANK N.V., CANADA BRANCH, THE BANK OF NOVA SCOTIA and BANK OF MONTREAL, as Canadian Lenders,

(collectively, “Canadian Lenders”)

- and -

TORONTO DOMINION (TEXAS) LLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, BANK OF AMERICA, N.A., ABN AMRO BANK N.V., WELLS FARGO BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, BANK OF MONTREAL, CHICAGO BRANCH and FIFTH THIRD BANK (CHICAGO)

(collectively, “U.S. Lenders”)

(the Canadian Lenders and the U.S. Lenders, collectively, the “Lenders”)

RECITALS:

A.The Borrowers, IPSCO Alabama Ltd. ( “IPSCO Alabama”), the Agent, the Syndication Agent and the Lenders are parties to a revolving credit agreement dated as of the 19th day of November, 2004 (such credit agreement, the “Credit Agreement”).

B.IPSCO Alabama was dissolved and wound up effective November 30, 2005.

C.The Borrowers have requested that the Agent and the Lenders consent to a change to the Credit Agreement to provide for the definition of GAAP to be based on generally accepted accounting principles which are in effect from time to time in the United States of America instead of those which are in effect from time to time in Canada.

D.The Agent and the Lenders have agreed to consent to the change to the definition of GAAP requested by the Borrowers as aforesaid on the terms and conditions set forth in this Agreement and have agreed to amend the Credit Agreement in connection therewith as set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1Definitions

For the purposes of this Agreement, capitalized terms that are not defined in this Agreement have the meanings given to them in the Credit Agreement.

2

ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2.1Confirmation

To induce the Agent and the Lenders to enter into this Agreement, the Borrowers represent and warrant to each of the Agent and the Lenders that:

(a)each of the representations and warranties set forth in the Credit Agreement and the other Credit Documents is true and correct with the same force and effect as if made as of the date hereof;

(b)the execution, delivery and performance of this Agreement are all within the corporate power and authority of the Borrowers, have been duly authorized by all necessary action of each of such parties, and are not in contravention of law or the terms of the certificate of incorporation, by-laws or other constating or organizational documentation of any of such parties, or any indenture, agreement or undertaking to which any of the Borrowers is a party or by which any of their respective property is bound. The Borrowers have duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of each such party, enforceable against each such party by the Agent and the Lenders in accordance with its terms; and

(c)no Default or Event of Default has occurred and is continuing under the Credit Agreement, whether before or after giving effect to this Agreement.

ARTICLE 3
AMENDMENTS TO CREDIT AGREEMENT

3.1Amendments

The parties hereto agree to amend the Credit Agreement as follows:

(a)The definition of GAAP shall be deleted in its entirety and replaced with the following:

““GAAP” means, at any time, generally accepted accounting principles which are in effect from time to time in the United States of America as established and recognized by the Financial Accounting Standards Board, or any successor Person, at such time.”

3

ARTICLE 4
MISCELLANEOUS

4.1No Novations

Nothing in this agreement, nor in the Credit Agreement when read together with this Agreement, shall constitute a novation, payment, re-advance, or a reduction or termination in respect of the Total Outstandings.

4.2Ratification and Confirmation of Credit Documents

Except as specifically amended by this Agreement, the Credit Agreement and all other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrowers.

4.3Reservation of Rights and Remedies

This Agreement shall not, except as expressly provided herein, operate as an amendment or  waiver of any right or remedy of the Agent or the Lenders under any of the Credit Documents nor constitute a waiver of any provision of the Credit Documents. The Agent and the Lenders reserve all of their respective rights to proceed to enforce their rights and remedies at any time and from time to time in connection with any and all Defaults or Events of Default now existing or hereafter arising.

4.4Reference in Credit Documents to Credit Agreement

Each reference in the Credit Documents to the “Credit Agreement” or any other reference to the same effect shall mean and be a reference to the Credit Agreement, as amended by this Agreement.

4.5Fees, Costs and Expenses

Without limiting any provisions of the Credit Agreement, the Borrower agrees to reimburse the Agent for all reasonable out-of-pocket fees and expenses, including the reasonable fees and expenses of counsel, in connection with the preparation, negotiation, execution and delivery of this Agreement and the documents contemplated hereby.

4.6Counterparts

This Agreement may be executed in facsimile counterparts and when each Party has executed a counterpart, each such counterpart shall be deemed to be an original and all of such counterparts each taken together shall constitute one and the same agreement.

4.7Credit Documents

This Agreement constitutes a Credit Document.

4

4.8Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

4.9Effective Date

The amendment contained in Section 3.1 herein is effective commencing for the Financial Year of the Borrowers ending December 31, 2005.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officer thereunto duly authorized, on the date first above written.

IPSCO INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
IPSCO SASKATCHEWAN INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
IPSCO STEEL INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
IPSCO ENTERPRISES INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer

S1

IPSCO STEEL (ALABAMA) INC.
	Per:	/s/ Vicki L. Avril
		Authorized Signing Officer
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
THE TORONTO-DOMINION BANK, as Agent
	Per:	/s/ Wayne N. Shiplo
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
JPMORGAN CHASE BANK, N.A., as Syndication Agent
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
THE TORONTO-DOMINION BANK,
as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:	/s/ illegible signature
		Authorized Signing Officer

S2

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as Lender to Canadian Borrowers
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ROYAL BANK OF CANADA, as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF AMERICA N.A., BY ITS CANADA BRANCH, as Lender to Canadian Borrowers
	Per:	/s/ Nelson Lam
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ABN AMRO BANK N.V., CANADA BRANCH, as Lender to Canadian Borrowers
	Per:	/s/ Lawrence J. Maloney
		Authorized Signing Officer
	Per:	/s/ H. Bayu Budiatmanto
		Authorized Signing Officer

S3

THE BANK OF NOVA SCOTIA, as Lender to Canadian Borrowers
	Per:	/s/ William E. Zarrett
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF MONTREAL, as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
TORONTO DOMINION (TEXAS) LLC,
as Lender to U.S. Borrowers
	Per:	/s/ Jackie Barrett
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
JPMORGAN CHASE BANK, N.A.,
as Lender to U.S. Borrowers
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

S4

ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, as Lender to the U.S. Borrowers
	Per:	/s/ Dustin Craven
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF AMERICA, N.A., as Lender to the U.S. Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ABN AMRO BANK N.V., as Lender to the U.S. Borrowers
	Per:	/s/ Lawrence J. Maloney
		Authorized Signing Officer
	Per:	/s/ H. Bayu Budiatmanto
		Authorized Signing Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender to the U.S. Borrowers
	Per:	/s/ Charles Reed
		Authorized Signing Officer
	Per:	/s/ Thiplada Siddiqui
		Authorized Signing Officer

S5

THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, as Lender to the U.S. Borrowers
	Per:	/s/ William E. Zarrett
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF MONTREAL, CHICAGO BRANCH, as Lender to the U.S. Borrowers
	Per:	/s/ Bruce Pietka
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
FIFTH THIRD BANK (CHICAGO), as Lender to the U.S. Borrowers
	Per:	/s/ Todd E. Ritz
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

S6

ACKNOWLEDGEMENT AND CONFIRMATION

Each of the undersigned parties, all of whom granted guarantees of the obligations of IPSCO Inc. under the Credit Agreement pursuant to guarantees made the 19^th day of November, 2004 (the “Guarantees”), for the benefit of the Agent and the Lenders, hereby (a) consents to the execution and delivery of the First Amendment to Revolving Credit Agreement (the “First Amendment”), and (b) acknowledges and agrees that the Guarantees granted by each of them as aforesaid are, and shall remain, in full force and effect after giving effect to the First Amendment.

DATED this 3rd day of February, 2006.

IPSCO ENTERPRISES INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO SASKATCHEWAN INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO STEEL (ALABAMA) INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO STEEL INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO RECYCLING INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO TUBULARS INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO MINNESOTA INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO TEXAS INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

2

EX-10.24B

Exhibit 10.24b

IPSCO Inc.

2005 Form 10-K

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT made as of the 21st day of February, 2006.

AMONG:

IPSCO INC. and IPSCO SASKATCHEWAN INC.

(collectively, the “Canadian Borrowers”)

- and -

IPSCO STEEL INC., IPSCO ENTERPRISES INC., and IPSCO STEEL (ALABAMA) INC.

(collectively, the “U.S. Borrowers”)

(the Canadian Borrowers and the U.S. Borrowers collectively, the “Borrowers”)

- and -

THE TORONTO-DOMINION BANK

(as “Agent”)

- and -

JPMORGAN CHASE BANK, N.A.

(as “Syndication Agent”)

- and -

THE TORONTO-DOMINION BANK, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, ROYAL BANK OF CANADA, BANK OF AMERICA, N.A., BY ITS CANADA BRANCH, ABN AMRO BANK N.V., CANADA BRANCH, THE BANK OF NOVA SCOTIA and BANK OF MONTREAL, as Canadian Lenders,

(collectively, “Canadian Lenders”)

- and -

TORONTO DOMINION (TEXAS) LLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, BANK OF AMERICA, N.A., ABN AMRO BANK N.V., WELLS FARGO BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, BANK OF MONTREAL, CHICAGO BRANCH and FIFTH THIRD BANK (CHICAGO)

(collectively, “U.S. Lenders”)

(the Canadian Lenders and the U.S. Lenders, collectively, the “Lenders”)

RECITALS:

A.The Borrowers, the Agent, the Syndication Agent and the Lenders are parties to a revolving credit agreement dated as of the 19th day of November, 2004, as amended by a First Amendment to Revolving Credit Agreement made as of February 3, 2006 (the “First Amendment”) (such credit agreement, as amended by the First Amendment, the “Credit Agreement”).

B.The Borrowers have requested that the Agent and the Lenders consent to amendments to the Credit Agreement to amend the definition of “Material Subsidiary” and to amend the financial covenant in Subparagraph 8.3(5)(ii).

C.The Agent and the Lenders have unanimously agreed to consent to the amendments as aforesaid on the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1Definitions

For the purposes of this Agreement, capitalized terms that are not defined in this Agreement have the meanings given to them in the Credit Agreement.

2

ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2.1Confirmation

To induce the Agent and the Lenders to enter into this Agreement, the Borrowers represent and warrant to each of the Agent and the Lenders that:

(a)each of the representations and warranties set forth in the Credit Agreement and the other Credit Documents is true and correct with the same force and effect as if made as of the date hereof;

(b)the execution, delivery and performance of this Agreement are all within the corporate power and authority of the Borrowers, have been duly authorized by all necessary action of each of such parties, and are not in contravention of law or the terms of the certificate of incorporation, by-laws or other constating or organizational documentation of any of such parties, or any indenture, agreement or undertaking to which any of the Borrowers is a party or by which any of their respective property is bound. The Borrowers have duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of each such party, enforceable against each such party by the Agent and the Lenders in accordance with its terms; and

(c)no Default or Event of Default has occurred and is continuing under the Credit Agreement, whether before or after giving effect to this Agreement.

ARTICLE 3
AMENDMENTS TO CREDIT AGREEMENT

3.1Amendments

The parties hereto agree to amend the Credit Agreement as follows with effect as of November 19, 2004:

(a)Subparagraph (i) of the definition of Material Subsidiary shall be deleted in its entirety and replaced with the following:

3

“(i)(A) except in the case of the U.S. Borrowers’ sales company IPSCO Sales Inc. (a Delaware company) (“IPSCO Sales Inc.”), any Consolidated Subsidiary of IPSCO having Tangible Assets in excess of 5% of Consolidated Tangible Assets or having Revenue in excess of 5% of Consolidated Revenue, and (B) IPSCO Sales Inc. to the extent it has Tangible Assets in excess of 5% of Consolidated Tangible Assets or has Revenue in excess of 15% of Consolidated Revenue, determined in each case at the end of the most recently completed Financial Quarter of IPSCO based on the financial statements of IPSCO Consolidated delivered pursuant to Sections 8.1(1)(a) and 8.1(1)(b) and reflected in the Compliance Certificate delivered pursuant to Section 8.1(1)(d) for the most recently completed Financial Quarter; and”.

(b)Subparagraph 8.3(5)(ii) shall be amended by deleting the figure of “90%” and replacing it with the figure of “85%”.

ARTICLE 4
MISCELLANEOUS

4.1No Novations

Nothing in this agreement, nor in the Credit Agreement when read together with this Agreement, shall constitute a novation, payment, re-advance, or a reduction or termination in respect of the Total Outstandings.

4.2Ratification and Confirmation of Credit Documents

Except as specifically amended by this Agreement, the Credit Agreement and all other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrowers.

4.3Reservation of Rights and Remedies

This Agreement shall not, except as expressly provided herein, operate as an amendment or  waiver of any right or remedy of the Agent or the Lenders under any of the Credit Documents nor constitute a waiver of any provision of the Credit Documents. The Agent and the Lenders reserve all of their respective rights to proceed to enforce their rights and remedies at any time and from time to time in connection with any and all Defaults or Events of Default now existing or hereafter arising.

4.4Reference in Credit Documents to Credit Agreement

Each reference in the Credit Documents to the “Credit Agreement” or any other reference to the same effect shall mean and be a reference to the Credit Agreement, as amended by this Agreement.

4

4.5Fees, Costs and Expenses

Without limiting any provisions of the Credit Agreement, the Borrower agrees to reimburse the Agent for all reasonable out-of-pocket fees and expenses, including the reasonable fees and expenses of counsel, in connection with the preparation, negotiation, execution and delivery of this Agreement and the documents contemplated hereby.

4.6Counterparts

This Agreement may be executed in facsimile counterparts and when each Party has executed a counterpart, each such counterpart shall be deemed to be an original and all of such counterparts each taken together shall constitute one and the same agreement.

4.7Credit Documents

This Agreement constitutes a Credit Document.

4.8Governing Law

This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officer thereunto duly authorized, on the date first above written.

IPSCO INC.
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
	Per:	/s/ Gregory R. Burnett
		Authorized Signing Officer
IPSCO SASKATCHEWAN INC.
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
	Per:	/s/ Gregory R. Burnett
		Authorized Signing Officer
IPSCO STEEL INC.
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
	Per:	/s/ Gregory R. Burnett
		Authorized Signing Officer
IPSCO ENTERPRISES INC.
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
	Per:	/s/ Gregory R. Burnett
		Authorized Signing Officer

S1

IPSCO STEEL (ALABAMA) INC.
	Per:	/s/ Leslie T. Lederer
		Authorized Signing Officer
	Per:	/s/ Gregory R. Burnett
		Authorized Signing Officer
THE TORONTO-DOMINION BANK, as Agent
	Per:	/s/ Wayne N. Shiplo
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
JPMORGAN CHASE BANK, N.A., as Syndication Agent
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
THE TORONTO-DOMINION BANK,
as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:	/s/ Edward A. Hopkinson
		Authorized Signing Officer

S2

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as Lender to Canadian Borrowers
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ROYAL BANK OF CANADA, as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF AMERICA N.A., BY ITS CANADA BRANCH, as Lender to Canadian Borrowers
	Per:	/s/ Nelson Lam
		Authorized Signing Officer
ABN AMRO BANK N.V., CANADA BRANCH, as Lender to Canadian Borrowers
	Per:	/s/ Lawrence J. Maloney
		Authorized Signing Officer
	Per:	/s/ H. Bayu Budiatmanto
		Authorized Signing Officer

S3

THE BANK OF NOVA SCOTIA, as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:	/s/ Rob Kleinman
		Authorized Signing Officer
BANK OF MONTREAL, as Lender to Canadian Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
TORONTO DOMINION (TEXAS) LLC,
as Lender to U.S. Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
JPMORGAN CHASE BANK, N.A.,
as Lender to U.S. Borrowers
	Per:	/s/ Jeffrey Coleman
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

S4

ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, as Lender to the U.S. Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF AMERICA, N.A., as Lender to the U.S. Borrowers
	Per:	/s/ Sharon Burks Horos
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
ABN AMRO BANK N.V., as Lender to the U.S. Borrowers
	Per:	/s/ Lawrence J. Maloney
		Authorized Signing Officer
	Per:	/s/ H. Bayo Budiatmanto
		Authorized Signing Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender to the U.S. Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:	/s/ illegible signature
		Authorized Signing Officer

S5

THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, as Lender to the U.S. Borrowers
	Per:	/s/ William E. Zarrett
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
BANK OF MONTREAL, CHICAGO BRANCH, as Lender to the U.S. Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer
FIFTH THIRD BANK (CHICAGO), as Lender to the U.S. Borrowers
	Per:	/s/ illegible signature
		Authorized Signing Officer
	Per:
		Authorized Signing Officer

S6

ACKNOWLEDGEMENT AND CONFIRMATION

Each of the undersigned parties, all of whom granted guarantees of the obligations of IPSCO Inc. under the Credit Agreement pursuant to guarantees made the 19^th day of November, 2004 (the “Guarantees”), for the benefit of the Agent and the Lenders, hereby (a) consents to the execution and delivery of the Second Amendment to Revolving Credit Agreement (the “Second Amendment”), and (b) acknowledges and agrees that the Guarantees granted by each of them as aforesaid are, and shall remain, in full force and effect after giving effect to the Second Amendment.

DATED this 21st day of February, 2006.

IPSCO ENTERPRISES INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)
IPSCO SASKATCHEWAN INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)
IPSCO STEEL (ALABAMA) INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)
IPSCO STEEL INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

IPSCO RECYCLING INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)
IPSCO TUBULARS INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)
IPSCO MINNESOTA INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)
IPSCO TEXAS INC.
	Per:	/s/ Leslie T. Lederer
		(Authorized Signing Officer)

2

EX-14.1

Exhibit 14.1

IPSCO Inc.

2005 Form 10-K

IPSCO CODE OF BUSINESS CONDUCT

1.             Introduction

Since IPSCO’s incorporation nearly half a century ago, it has always operated with the core values of honesty, hard work, thrift and respect for others.  These values have become the foundation of IPSCO’s success over the years.  With the tremendous growth in the Company’s revenues, production capacity and geographic reach in recent years, this Code of Business Conduct has been adopted as a means to more clearly state these values and preserve their role in the day-to-day life of all IPSCO personnel.

Broadly stated, this Code reflects IPSCO’s longstanding commitment to adhering to the letter and the spirit of all laws governing its business operations, as well as meeting the highest standards of integrity and sound ethical judgment from its employees, officers and directors.  The principles set forth in this Code must continue to shape the conduct of every aspect of IPSCO’s business.

This Code cannot cover every situation confronting IPSCO personnel in their day-to-day activities.  In the final analysis the Company must rely on the personal decision of each employee, officer and director to maintain the Company’s standards of honesty and integrity.  This Code therefore can only highlight general principles and broad requirements.  Any specific questions or guidance on the application of general rules to difficult fact situations should be referred to the Human Resources Department or, in the case of potential legal issues, the Legal Department.

2.             General Policy

It is IPSCO’s policy to observe and comply with all laws, rules and regulations applicable to the conduct of its business in all countries in which it operates and to require all IPSCO personnel to avoid any activities, which could involve or lead to the involvement of IPSCO or its people in any unlawful practice.  The employment of IPSCO personnel or the use of IPSCO assets for any unlawful purpose is strictly forbidden.  In addition, IPSCO is committed to the achievement, for itself and its personnel, of high standards of business and personal ethics to the end that IPSCO and all of its employees will merit and rightfully enjoy the respect and esteem of the public, the business community, shareholders, customers, suppliers, and governmental and regulatory authorities.

It is the personal responsibility of all employees, officers and directors to acquaint themselves with the legal standards and restrictions applicable to their assigned duties and responsibilities and to conduct themselves accordingly.

Over and above the strictly legal aspects involved, all IPSCO personnel are expected to observe the highest standards of business and personal ethics in the discharge of their assigned responsibilities – which may often demand doing more than just complying with the law.  Simply stated, this requires the consistent practice of fair dealing, honesty and integrity in every aspect of dealing with customers, suppliers, competitors, other IPSCO personnel, governmental and regulatory authorities, and the general public.  No IPSCO personnel should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

3.             Conflicts of Interest

The “IPSCO Conflicts of Interest Policy”, incorporated by reference into this Code, provides that every employee, officer and director must avoid any activity or relationship that conflicts with the interests of the Company.  The Policy provides details of the kinds of situations, which must be avoided.  IPSCO directors, senior management and supervisors are charged with the responsibility of seeing that employees who occupy positions, which could place them in conflict of interest situations receive, read and understand the IPSCO Conflicts of Interest Policy.  All officers and directors, all exempt U.S. employees and all salaried Canadian employees are required to submit on an annual basis Conflict of Interest Compliance Certificates stating that they understand and are in compliance with the provisions of the Policy and are not aware of any violation by others.

4.Integrity of Records and Compliance with Accounting Procedures

Accuracy and reliability in the preparation of all business records is mandated by law and is of critical importance to the corporate decision-making process and to the proper discharge of IPSCO’s financial, legal and reporting obligations.  All business records, expense accounts, vouchers, bills, payroll, service records, reports to government agencies, and other reports, books and records of IPSCO must be prepared with care and honesty.  False or misleading entries in such records are unlawful and are not permitted.  No director, officer or employee, whatever his or her position, is authorized to depart from IPSCO’s policy or to condone a departure by anyone else.  All corporate funds and assets must be recorded in accordance with applicable corporate procedures.  Violation of these policies is grounds for disciplinary action.

Compliance with accounting procedures and internal control procedures is required at all times.  All employees, officers and directors must ensure that both the letter and the spirit of corporate management control procedures are strictly adhered to.  Employees should advise the responsible person in their department of any shortcomings they observe in such procedures.

Finally, all disclosures in Company filings and reports made with applicable securities law regulators shall be full, fair, accurate, and timely, and written in clear and understandable language.

5.             Company Funds and Property

All IPSCO personnel are personally responsible and accountable for the proper expenditure of Company funds and the proper use of property and assets over which they have control.  This also includes funds and property that have been entrusted by customers or suppliers and money spent as travel or similar expenses.

Company assets cannot be used for personal benefit, sold, loaned, given away or otherwise disposed of regardless of condition or value without proper authorization.  Improper use of Company funds and property includes unauthorized personal appropriation or use of IPSCO assets, data or resources, including computer equipment and software, or modification, destruction or disclosure of data stored on computer media.

6.             Compliance

IPSCO management has carefully developed a series of policies and procedures in many subject areas such as laws in respect of antitrust and competition matters, securities regulation (including insider trading rules), the environment, occupational safety and health, confidential and proprietary information, equal employment opportunity, non-discrimination and prohibitions on sexual and other forms of harassment, to name only some areas.  These policies are published in the Employee Handbook, the Corporate Policies Manual and, in some cases, special booklets, all with the intention

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of educating and training employees in respect of these matters.  This educational process is ongoing, and in certain areas includes face-to-face training, and it is an important part of the IPSCO Code of Business Conduct that all IPSCO personnel comply with these programs.

7.             Political Contributions

IPSCO’s policy is to comply strictly with all applicable campaign laws and regulations relating to the making of corporate political contributions.  No political contributions for any candidate for office, shall be made for or on behalf of IPSCO by any IPSCO employee, officer or director without prior approval by an appropriate corporate Vice President.  Even in those jurisdictions where corporate contributions are legal, such contributions, including the purchase of tickets to raise political funds and the furnishing of any goods or services, for or on behalf of IPSCO, can be made only by authorized IPSCO personnel, and then only if they have been cleared in accordance with established corporate procedures.  Monetary contributions so approved shall be made only by an IPSCO-PAC check or, in some cases, a corporate check, payable to the candidate or political committee in question.  All IPSCO personnel should refer any requests or inquiries to an appropriate corporate Vice President.

IPSCO encourages its personnel at all levels to exercise their rights of citizenship by voting, by making personal political contributions if they wish to do so with their own funds, and by being otherwise politically active, in support of candidates or parties of the employee’s own personal selection.  It should be clearly understood that such political activity by IPSCO employees, officers and directors must be engaged in strictly in their individual and private capacities as responsible citizens and not on behalf of IPSCO.  No IPSCO personnel may receive any direct or indirect reimbursement or offsetting refund of any nature whatsoever with respect to political contributions made by them in any form.

8.             Improper Payments

It is IPSCO’s policy to deal with its customers, suppliers and the governments of all jurisdictions in which it operates in a straightforward and aboveboard manner.  Accordingly, IPSCO’s employees, officers and directors are not authorized to pay any bribe, kick-back or other similar unlawful payment to any public official, or government, or other individual, whether foreign or domestic, to secure any concession, contract or favorable treatment for IPSCO or the individual involved.  No undisclosed or unrecorded fund or asset of IPSCO may be established.  Payments on behalf of IPSCO can be made only on the basis of adequate supporting documentation, may be made only for the purpose described by the documents supporting the payment and must be made in accordance with approved corporate procedures.

Decisions of governmental officials, customers and suppliers of IPSCO will, it is hoped, always be made on the merits.  IPSCO and its personnel should always vigorously expound and advocate their understanding of what those merits might be, but such exposition and advocacy must always be able to withstand full public scrutiny.

9.             Nondiscrimination and Harassment Policies

IPSCO is firmly committed to a policy of nondiscrimination in employment and to the cause of equal employment and advancement opportunity for all. IPSCO fills its job requirements by selecting from the available labor force those applicants best qualified to perform the work in safety to themselves and others.  It is IPSCO’s policy not to discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, veteran’s status or handicap.

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That policy prohibits the harassment of any employee or group of employees by any supervisor or by any other employee at any level.  Harassment on account of sex, race, color, religion, age, national origin, veteran’s status, handicap or any other reason is not only illegal, it is also morally wrong – and firmly prohibited by the Company.  IPSCO’s policies on both nondiscrimination and harassment are set forth in the Employee Handbook and in the Corporate Policies Manual maintained in the IPSCO Lisle office by the Human Resources Department.

10.          Contact by Regulatory or Law Enforcement Officials

Employees may be approached at home or at work by government regulatory or law enforcement officials investigating IPSCO, its operations and business practices.  If this happens to you, you should know that IPSCO’s policy is one of full cooperation with legitimate governmental inquiries, but you can insist that any interview take place at your office or other location away from your home.  You should also know that no government official can require a person to give information without the opportunity to consult with IPSCO’s Legal Department or with personal legal counsel.

In all instances the Legal Department should be promptly advised – either directly or through the employee’s supervisor – of contacts with regulatory or law enforcement officials prior, if possible, to supplying the requested information to the authorities.  Copies of any subpoenas, search warrants or other documents turned over or disclosed by the officials should be sent to the Legal Department by fax machine or other expeditious means.

NOTE: It is extremely important that in all cases IPSCO personnel be courteous, truthful and accurate in all statements made and information given to regulatory and law enforcement officials.

11.          Waiver of Compliance with the Code

In exceptional circumstances, waivers of compliance with the requirements of this Code will be considered, but will be granted to employees only at the approval of the President and Chief Executive Officer and, in the case of directors, executive officers or the Company’s principal accounting officer or controller, only at the approval of the IPSCO Board of Directors or the Board’s Audit Committee on such terms as the Board or such committee considers appropriate.  All waivers granted to directors, executive officers or the Company’s principal accounting officer or controller will be disclosed publicly as required by law or stock exchange regulation.  Provisions relating to possible waivers of the Conflicts of Interest Policy are set out in that document.

12.          Interpretations and Questions

“IPSCO” as used in this Booklet means IPSCO Inc., the subsidiaries which it controls, all physical facilities controlled by IPSCO, and all the employees, officers and directors of IPSCO Inc. and such subsidiaries.  Requests for interpretation of this Code should be referred to IPSCO’s Vice President of Human Resources or its General Counsel.  Routine questions concerning the Code should be referred to the employee’s immediate supervisor, or at the employee’s discretion, to the Personnel or Legal Departments.  Finally, all employees are reminded of “EthicsLine” (telephone number: 800-500-0333), an anonymous, toll-free outside service provided by the Company to permit employees to report breaches of this Code, including the Conflicts of Interest Policy, as well as other Company policies, or violations of law.  Details on the use of EthicsLine have been posted on all Company bulletin boards.

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13.          Audits

IPSCO audits compliance with laws, procedures and policies affecting the conduct of its business.  It is the duty of every employee, officer and director to cooperate fully with IPSCO’s auditors, attorneys and other compliance personnel, both internal and external.

14.Compliance With Code and Discipline; Reporting of Violations by Others

The responsibility for compliance with this Code, including the duty to seek interpretation when in doubt, rests with each IPSCO employee, officer or director.  Failure to comply with this Code will result in prompt and consistent disciplinary actions, including warnings, suspensions, termination of employment or such other actions as may be appropriate under the circumstances.

Each employee, officer or director should report those other IPSCO personnel who commit violations of this Code of Business Conduct, and in this regard it is the Company’s policy that no retaliation will be permitted in respect of reports made in good faith.  Such reports may, if the employee prefers, be made on an anonymous basis through the “EthicsLine” toll-free outside service referred to above.  No one in IPSCO is ever authorized to direct any personnel to commit an unlawful act, so that each individual is accountable for his or her own actions.  Integrity is your personal responsibility.

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EX-14.2

Exhibit 14.2

IPSCO Inc.

2005 Form 10-K

IPSCO CONFLICTS OF INTEREST POLICY

1.Responsibility

(a)The Vice President and Chief Human Resources Officer and the Manager of Internal Audit shall have overall responsibility for maintaining and coordinating this Policy.

(b)Every employee, officer and director is obligated to be familiar with this Policy and to conform to its requirements.  Annual Compliance Certificates (in the form of Attachment I) will be required from all officers and directors, all exempt US and salaried Canadian employees, as well as such other employees as are designated from time to time by the appropriate corporate Vice President as being in sensitive positions.

(c)In the event that individuals have questions regarding the applicability of this Policy, inquiries should be addressed to the General Manager of the employee’s business unit, or the Vice President and Chief Human Resources Officer, or the Manager of Internal Audit, as well as the employee’s immediate supervisor.

2.Key Definitions

“approving authority”	unless specifically otherwise stated, means: (a) in the case of directors, executive officers and the Company’s principal accounting officer or controller, the Audit Committee; (b) in the case of all officers of the Company (who are not directors, executive officers or the Company’s principal accounting officer or controller), the President and Chief Executive Officer; and (c) in the case of all other IPSCO personnel, the executive on the Chief Executive Officer’s direct staff to whom the individual’s business unit or corporate department reports.
“Company”	means IPSCO Inc. and all subsidiary companies, including General Scrap Partnership and all its related entities
“executive officer”	has the meaning specified in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended
“IPSCO personnel”	means any and all IPSCO employees, officers and directors
“relative”	means for the purpose of this Policy, any spouse, child, parent, grandparent, legal guardian, brother or brother-in-law, sister or sister-in-law, step-child, father-in-law, mother-in-law or grandparent-in-law, in each case, of any IPSCO personnel
“$”	means United States dollars

3.Broad Prohibition

Every employee, officer and director must avoid any interest, activity or relationship that constitutes a “conflict of interest”.  Such a “conflict of interest” means any activity, decision or conduct involving the Company or its business activities that is influenced by or has the appearance of being influenced by

considerations of personal gain or benefit to IPSCO personnel or their relatives regardless of whether such conduct is necessarily in conflict with the best interests of the Company.  This broad prohibition is in addition to all other specific requirements of this Policy and may only be waived by the appropriate approving authority. This paragraph shall not extend to any remuneration or other related benefits received by an employee, officer or director appropriately approved and received in the ordinary course of such employee, officer or director discharging their respective duties.

4.Interest in Competitors or Suppliers; Dealing with Relatives or with Entities in which IPSCO Personnel have an Interest

IPSCO personnel are prohibited from doing business on behalf of the Company with any other IPSCO personnel or any relative of IPSCO personnel or any firm or business entity in which any such persons have a direct or indirect financial interest (other than investments in publicly traded companies where the investment is less than 5% of the total outstanding shares) unless the business relationship:

(a)is reported to the Manager of Internal Audit;

(b)is disclosed in a written purchase requisition approved in advance of the creation of binding legal obligations by the appropriate approving authority; and

(c)is documented in a written contract approved by IPSCO’s Legal Department.

The approving authority must also give advance written approval to any material changes to such contracts and re-approve on an annual basis any such contracts continuing for longer than one year.  An annual limit of $50,000 exists for all expenditures by the Company under any one of these contracts, unless an advance written waiver of this limit is obtained from the Board of Directors or its Audit Committee.

5.Waivers

All waivers of this Policy shall be requested in advance, and if given, provided on the form entitled “Form for Waiver of Conflicts” (in the form of Attachment II).  In the case of directors, executive officers or the Company’s principal accounting officer or controller, such waivers of the Policy may be granted only at the discretion of the Board of Directors or its Audit Committee and shall be disclosed publicly as required by law or stock exchange regulation.  In the case of all other IPSCO personnel, such waivers of the Policy may be granted by the appropriate approving authority.  In granting waivers of the Policy, the appropriate approving authority will be guided by such considerations as it considers appropriate to the overall best interests of the Company.

On an annual basis the Manager of Internal Audit must present a report to the Audit Committee of all waivers of this Policy given in the past year, as well as a report on any engagements in which activities have taken place within the year of the kind referred to in paragraph 4 above.  The Manager of Internal Audit must receive a Form for Waiver of Conflicts from each appropriate approving authority regarding any waivers given by such approving authority before the yearly report is presented to the Audit Committee.  As well, each year the Manager of Internal Audit will submit this Policy to the Audit Committee for its review and approval to ensure that the Policy is still relevant and current.

6.Gifts or Favors

(a)No employee, officer or director may solicit, directly or indirectly, for himself or herself, for a relative or for any other person, firm or entity, any gift or favor from any person, firm or entity with which the Company does business or any person, firm or entity that seeks to do business with the Company.

(b)No employee, officer or director may solicit or accept from a present or prospective vendor to the Company any discounts or personal or family purchases of equipment, materials or services unless prior written approval is obtained from the appropriate approving authority.

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(c)No employee, officer or director may accept, directly or indirectly, for himself or herself, for a relative, or for any other person, firm or entity, gifts or favors from any person, firm or entity with which the Company does business, or from any person, firm or entity that seeks to do business with the Company, unless the following advance approvals are obtained:

i)All IPSCO personnel who are not directors, executive officers or the Company’s principal accounting officer or controller are required to obtain written approval from the appropriate approving authority when a non-cash gift valued in excess of $100 (excluding business meals) is received (gifts in cash in any amount being strictly prohibited).

ii)All directors, executive officers and the Company’s principal accounting officer or controller are required to obtain written approval when any non-cash gift valued in excess of $1,000 is received.  The Chief Executive Officer and the Directors shall receive such approval from the Audit Committee.  All other executive officers and the Company’s principal accounting officer or Controller shall receive approval from the Chief Executive Officer.

iii)The appropriate approving authority will submit a summary outlining details for each approved non-cash gift valued at more than $500 to the Vice President and Chief Human Resources Officer.  The Vice President and Chief Human Resources Officer will keep a register of all non-cash gifts valued at more than $500 received by IPSCO personnel.

(d)No employee, officer or director may accept loans from any persons or entities having or seeking business with the Company except recognized financial institutions at normal interest rates prevailing at the time of borrowing.  Company loans to non-executive officers must be approved by the appropriate corporate Vice President or Senior Vice President and be in compliance with applicable law.  Approval of loans to executive officers or directors must be made by the Board of Directors or its Audit Committee.

(e)No employee, officer or director may make or grant, directly or indirectly, any gift or favor to any external person, firm or entity with which the Company does business or seeks to do business, other than one involving no more than an ordinary social amenity or one involving normal Company promotion, advertising or publicity.  Under no circumstances may a gift be given to an official of any federal, state or local government, or to a representative of any agency of any such governmental entity.

This rule shall not apply to an employee, officer or director who is entertained by an individual or individuals representing the Company or firm who is currently doing business with the Company or is soliciting business from the Company.  In order to qualify for this exception the employee, officer or director who is being entertained must be accompanied in the entertainment activity by the individual or individuals representing the Company or firm who is currently doing business with the Company or soliciting business from the Company.  If the employee is not accompanied in the entertainment activity, the prohibition contained in this rule shall apply.  This exception shall apply for the entertainment activity only.  Any other entitlement received such as airfare or hotel shall be reported pursuant to this rule.

7.Outside Employment and Diversion of Corporate Opportunities

No employee or officer shall have any outside employment with any competitor of the Company, nor any other outside employment or other interest, which materially interferes with the time or attention such individuals should devote to the Company.  Further, no employee, officer or director shall for personal or any other person’s, firm’s or entity’s gain deprive the Company of any opportunity for benefit which could be construed as related to any existing or reasonably anticipated future activity of the Company.

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8.Enforcement and Reports

(a)The Vice President and Chief Human Resources Officer and the Manager of Internal Audit shall be responsible for appropriate dissemination of this Policy.

(b)Annually, all officers and directors, all exempt US employees and salaried Canadian employees (as well as certain other designated employees) will be solicited by the President and Chief Executive Officer to sign and return the Compliance Certificate (See Attachment I).

(c)Violation of this Policy may be grounds for disciplinary action, including termination of employment in appropriate circumstances.

(d)Each employee, officer or director should report those other IPSCO personnel who commit violations of this Conflicts of Interest Policy.  In this regard it is the Company’s policy that no retaliation will be permitted in respect of reports made in good faith. As well, employees arereminded of the “Ethics Line” (telephone number: 800-500-0333) the anonymous, toll-free outside service provided by the Company to permit employees to report breaches of this Conflicts of Interest Policy, and any other Company policies, as well as violations of law.

9.Confidential Information

Employees of the Company must at all times during the period of their employment and thereafter comply with the Patent and Secrecy Agreement they signed when they became an employee and must keep in confidence all confidential information of the Company.  Confidential information refers to information of a confidential, proprietary or secret nature related to the Company’s business.  Confidential information includes, for example, trade secrets, processes, formulas, data, know-how, improvements, techniques, business forecasts, plans and strategies and information concerning employees, customers and vendors.

Similarly, in the area of business and financial information, all IPSCO personnel must refrain from communicating to non-employees such confidential “inside” information as Company business plans, potential mergers and acquisitions, the status of negotiations on major contracts, and the Company’s internal earnings forecasts or its commercial strategies.

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Attachment I

ANNUAL COMPLIANCE CERTIFICATE

I have read the “IPSCO Conflicts of Interest Policy”, and wish to inform you that to the best of my knowledge I am in compliance with all of the provisions of the Policy, including Paragraph 3 of the Policy, and have no activities which could possibly be considered to be a conflict of interest, except as noted below.

Potential Conflicts of Interest:

I am not aware of any violation of the Policy by others, except as noted below.*

Violations by others:

(Signature)	(Location)
(Print Name)	(Position)
(Date)

*Note:  As an alternative to written identification of violations by others, employees may call the “Ethics Line” (telephone number: 800-500-0333), the anonymous toll-free outside service provided by the Company.

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Attachment II

Form for Waiver of Conflicts

The IPSCO Conflicts of Interest Policy provides that in appropriate circumstances waivers of certain provisions may be granted by the appropriate approving authority (as that term is defined in the Policy).

All waivers of the Policy shall be valid for no longer than one year and shall be documented in the form of this Attachment II.

1.Name of Individual:

2.Description of Conflict / Waiver Requested:

3.Employee (or officer or director) signature/date:

4.Signature/date of approving authority:

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EX-21.1

Exhibit 21.1

IPSCO Inc.

2005 FORM 10-K

SUBSIDIARIES

Set out below are IPSCO’s significant subsidiaries, each of which is wholly owned, and their jurisdictions of incorporation:

Canada

IPSCO Direct Inc. (Alberta Corporation)

IPSCO Recycling Inc. (Canada Corporation)

IPSCO Sales Inc. (Canada Corporation)

IPSCO Saskatchewan Inc. (Canada Corporation)

General Scrap Partnership (Saskatchewan General Partnership)

Western Steel Limited (British Columbia Corporation)

United States

IPSCO Construction Inc. (Alabama Corporation)

IPSCO Enterprises Inc. (Delaware Corporation)

IPSCO Minnesota Inc. (Delaware Corporation)

IPSCO Sales Inc. (Delaware Corporation)

IPSCO Steel Inc. (Delaware Corporation)

IPSCO Steel (Alabama) Inc. (Alabama Corporation)

IPSCO Texas Inc. (Delaware Corporation)

IPSCO Tubulars Inc. (Delaware Corporation)

General Scrap Inc. (Delaware Corporation)

EX-23.1

Exhibit 23.1

IPSCO Inc.

2005 Form 10-K

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-11732) pertaining to the IPSCO Inc. Incentive Share Plan of our reports dated February 24, 2006, with respect to the consolidated financial statements of IPSCO Inc., IPSCO Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of IPSCO Inc., included herein, and our report included in the succeeding paragraph with respect to the financial statement schedule of IPSCO Inc. included in this Annual Report on Form 10-K for the year ended December 31, 2005.

Our audits also included the financial statement schedule of IPSCO Inc. listed in Item 15(a). This schedule is the responsibility of IPSCO Inc.’s management. Our responsibility is to express an opinion based on our audits. In our opinion, as to which the date is February 24, 2006, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

	/s/ Ernst & Young LLP
Chicago, Illinois
March 8, 2006

EX-24.1

Exhibit 24.1

IPSCO Inc.

2005 Form 10-K

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Burton M. Joyce, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20^th day of February, 2006.

/s/ Burton M. Joyce

Burton M. Joyce

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Jack D. Michaels, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20^th day of February, 2006.

/s/ Jack D. Michaels

Jack D. Michaels

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Michael A. Grandin, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 28^th day of February, 2006.

/s/ Michael A. Grandin

Michael A. Grandin

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Juanita H. Hinshaw, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 28^th day of February, 2006.

/s/ Juanita H. Hinshaw

Juanita H. Hinshaw

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Bernard M. Michel, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20^th day of February, 2006.

/s/ Bernard M. Michel

Bernard M. Michel

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Allan S. Olson, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 3^rd day of March, 2006.

/s/ Allan S. Olson 

Allan S. Olson

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Arthur R. Price, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 28^th day of February, 2006.

/s/ Arthur R. Price

Arthur R. Price

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Richard G. Sim, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 28^th day of February, 2006.

/s/ Richard G. Sim

Richard G. Sim

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Roger E. Tetrault, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 28^th day of February, 2006.

/s/ Roger E. Tetrault

Roger E. Tetrault

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Gordon Thiessen, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21^st day of February, 2006.

/s/ Gordon Thiessen

Gordon Thiessen

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, D. Murray Wallace, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 28^th day of February, 2006.

/s/ D. Murray Wallace

D. Murray Wallace

LIMITED POWER OF ATTORNEY

IPSCO INC. FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, John B. Zaozirny, the grantor, do by these presents hereby make, constitute and appoint David Sutherland and Vicki Avril, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of IPSCO Inc. for calendar year 2005 filed with the Securities and Exchange Commission, and any and all amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21^st  day of February, 2006.

/s/ John B. Zaozirny

John B. Zaozirny

EX-31.1

Exhibit 31.1

IPSCO Inc.
2005 Form 10-K

CERTIFICATION

(Section 302 – Sarbanes-Oxley Act of 2002)

I, David Sutherland, President and Chief Executive Officer of IPSCO Inc., certify that:

1.I have reviewed this annual report on Form 10-K of IPSCO Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 13^th day of March, 2006.

/s/ David Sutherland

David Sutherland

President and Chief Executive Officer, IPSCO Inc.

EX-31.2

Exhibit 31.2

IPSCO Inc.
2005 Form 10-K

CERTIFICATION

(Section 302 – Sarbanes-Oxley Act of 2002)

I, Vicki L. Avril, Senior Vice President and Chief Financial Officer of IPSCO Inc., certify that:

1.I have reviewed this annual report on Form 10-K of IPSCO Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 13^th day of March, 2006.

/s/ Vicki L. Avril

Vicki L. Avril

Senior Vice President and Chief Financial Officer, IPSCO Inc.

EX-32.1

Exhibit 32.1

IPSCO Inc.
2005 Form 10-K

CERTIFICATION

(Section 906 – Sarbanes-Oxley Act of 2002)

In connection with the report of IPSCO Inc. (the “Company”) on the Form 10-K for the fiscal year ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATED this 13^th day of March, 2006.

/s/ David Sutherland	/s/ Vicki L. Avril
David Sutherland	Vicki L. Avril
President and Chief Executive Officer,	Senior Vice President and Chief Financial Officer,
IPSCO Inc.	IPSCO Inc.

EX-99.1

Exhibit 99.1

IPSCO Inc.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005

1

Management’s Responsibility for Financial Statements

The accompanying consolidated financial statements of IPSCO Inc., and all information in this report, were prepared by management, which is responsible for its integrity and objectivity.

The financial statements have been prepared in accordance with United States generally accepted accounting principles and necessarily include some estimates based upon management’s judgments.  The significant accounting policies, which management believes appropriate for the Company, are described in Note 3 to the Consolidated Financial Statements.  Financial and operating data presented elsewhere in the annual report are consistent with the information contained in the financial statements.

The integrity and reliability of IPSCO’s reporting systems are achieved through the use of formal policies and procedures, the careful selection of employees and an appropriate division of responsibilities.  Internal accounting controls are continually monitored by an internal audit staff through ongoing reviews and comprehensive audit programs.  IPSCO regularly communicates throughout the organization the requirement for employees to maintain high ethical standards in their conduct of the Company’s affairs.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control and exercises this responsibility principally through the Audit Committee of the Board.  The Board of Directors annually appoints this Audit Committee which is comprised of directors who are neither employees of IPSCO nor of companies affiliated with the Company. This Committee meets regularly with management, the head of the internal audit department, and the shareholders’ auditors to review significant accounting, reporting and internal control matters.  Both the internal and shareholders’ auditors have unrestricted access to the Audit Committee.  Following its review of the financial statements and annual report and discussions with the shareholders’ auditors, the Audit Committee reports to the Board of Directors prior to the Board’s approval of the financial statements and annual report.  The Audit Committee recommends the appointment of the Company’s external auditors, who are appointed by the Company’s shareholders at its annual meeting.

Ernst & Young LLP, the shareholders’ auditors, have performed an independent audit in accordance with the standards of the Public Company Accounting Oversight Board and have attested to the fairness, in all material respects, of the presentation of the financial statements.  Their report follows.

/s/ David S. Sutherland	/s/ Vicki Avril
David Sutherland	Vicki Avril
President and Chief Executive Officer	Senior Vice President and Chief Financial Officer
February 24, 2006

2

Report of Independent Registered Public Accounting Firm

To the Shareholders of IPSCO Inc.

We have audited the accompanying consolidated balance sheets of IPSCO Inc. as of December 31, 2005 and 2004 and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2004 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005 in accordance with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Oversight Board (United States), the effectiveness of IPSCO Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2006 expressed an unqualified opinion thereon.

As discussed in Note 4 to the financial statements, in 2004 the Company changed its method of accounting for the costs of major overhauls and repairs.

/s/ Ernst & Young LLP

Chicago, Illinois

February 24, 2006

3

IPSCO Inc. Consolidated Balance Sheets

As of December 31

(thousands of U.S. dollars)

	2005			2004
CURRENT ASSETS
Cash and cash equivalents	$	583,064		$	354,774
Accounts receivable
Trade, less allowances	336,902			325,037
Other, including current portion of mortgages receivable	52,041			14,784
Inventories (Note 5)	506,237			434,436
Prepaid expenses	8,615			8,212
Deferred income taxes (Note 6)	30,227			45,212
	1,517,086			1,182,455
NON-CURRENT ASSETS
Capital assets (Note 7)	1,056,186			1,068,589
Mortgages receivable (Note 8)	11,542			14,243
Other long-term assets	54,205			26,178
	1,121,933			1,109,010
TOTAL ASSETS	$	2,639,019		$	2,291,465
CURRENT LIABILITIES
Accounts payable and accrued charges	$	236,171		$	200,195
Accrued payroll and related liabilities	62,014			39,130
Income and other taxes payable	41,073			90,656
Current portion of long-term debt (Note 10)	4,114			18,107
Other current liabilities	5,404			7,956
	348,776			356,044
LONG-TERM LIABILITIES
Long-term debt (Note 10)	313,053			513,651
Deferred pension liability (Note 9)	44,584			31,934
Deferred income taxes (Note 6)	191,973			103,979
	549,610			649,564
SHAREHOLDERS’ EQUITY
Common shares (Note 12)	419,272			424,826
Contributed surplus	15,548			1,489
Retained earnings (Note 15)	1,341,659			884,859
Accumulated other comprehensive loss (Note 16)	(35,846		)	(25,317		)
	1,740,633			1,285,857
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,639,019		$	2,291,465

Commitments and contingencies (Notes 19 & 22)

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board:

/s/ Burton Joyce	/s/ David Sutherland
Burton Joyce, Director	David Sutherland, Director

4

IPSCO Inc. Consolidated Statements of Income

Years ended December 31

(thousands of U.S. dollars except per share data)

	2005			2004			2003
Sales	$	3,032,727		$	2,531,390		$	1,358,811
Cost of sales
Manufacturing and raw material	1,971,155			1,724,813			1,181,247
Depreciation of capital assets	80,336			82,526			61,904
	2,051,491			1,807,339			1,243,151
Gross income	981,236			724,051			115,660
Selling, general and administration	83,334			61,467			54,683
Operating income	897,902			662,584			60,977
Other expenses (income)
Interest on long-term debt	35,631			54,405			51,747
Other interest income, net	(16,626		)	(3,481		)	(1,625		)
Foreign exchange gain	(9,448		)	(2,749		)	(5,170		)
Gain on sale of assets held for sale (Note 8)	(1,863		)	(4,925		)	—
Other (income) expenses	(9,760		)	477			(183		)
Loss on early extinguishment of debt	16,423			—			—
Income before income taxes and cumulative effect of accounting change	883,545			618,857			16,208
Income taxes (Note 6)	297,729			178,165			11,536
Income before cumulative effect of accounting change	585,816			440,692			4,672
Cumulative effect of accounting change, net of taxes (Note 4)	—			14,250			—
NET INCOME	585,816			454,942			4,672
Dividends on preferred shares, including part VI.I tax (Note 11)	—			—			3,033
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	585,816		$	454,942		$	1,639
EARNINGS PER COMMON SHARE (Note 17)
Income before cumulative effect of accounting change	$	12.07		$	9.12		$	0.03
Cumulative effect of accounting change	—			0.30			—
Earnings per Common Share - Basic	$	12.07		$	9.42		$	0.03
Income before cumulative effect of accounting change	$	11.96		$	8.42		$	0.03
Cumulative effect of accounting change	—			0.27			—
Earnings per Common Share - Diluted	$	11.96		$	8.69		$	0.03
Pro forma amounts assuming the change in accounting had been applied retroactively (Note 4)
Net income available to common shareholders				$	440,692		$	5,862
Earnings per Common Share - Basic				$	9.12		$	0.12
Earnings per Common Share - Diluted				$	8.42		$	0.12

The accompanying notes are an integral part of the consolidated financial statements.

5

IPSCO Inc. Consolidated Statements of Shareholders’ Equity

Years Ended December 31

(thousands of U.S. dollars except share data)

																Accumulated
																Other
	Preferred Shares					Common Shares					Contributed		Retained			Comprehensive
	Number		Amount			Number		Amount			Surplus		Earnings			Loss			Total
Balance January 1, 2003	6,000,000		$	97,529		47,667,487		$	392,042		$	—	$	444,776		$	(69,624	)	$	864,723
Net income	—		—			—		—			—		4,672			—			4,672
Other comprehensive income	—		—			—		—			—		—			46,762			46,762
Comprehensive income																			51,434
Dividends on preferred shares, including part VI.I tax	—		—			—		—			—		(3,033		)	—			(3,033		)
Dividends on common shares	—		—			—		—			—		(6,962		)	—			(6,962		)
Issue of common shares	—		—			273,420		2,420			—		—			—			2,420
Stock based compensation	—		—			—		—			366								366
Other	—		142			—		—			—		—			—			142
Balance as of December 31, 2003	6,000,000		97,671			47,940,907		394,462			366		439,453			(22,862		)	909,090
Net income	—		—			—		—			—		454,942			—			454,942
Other comprehensive loss	—		—			—		—			—		—			(2,455		)	(2,455		)
Comprehensive income																			452,487
Dividends on common shares	—		—			—		—			—		(9,536		)	—			(9,536		)
Issue of common shares	—		—			1,796,273		30,364					—			—			30,364
Stock based compensation	—		—			—		—			1,123								1,123
Redemption of preferred shares	(6,000,000	)	(97,671		)	—		—			—		—			—			(97,671		)
Balance as of December 31, 2004	—		—			49,737,180		424,826			1,489		884,859			(25,317		)	1,285,857
Net income	—		—			—		—			—		585,816			—			585,816
Other comprehensive loss	—		—			—		—			—		—			(10,529		)	(10,529		)
Comprehensive income																			575,287
Dividends on common shares	—		—			—		—			—		(22,781		)	—			(22,781		)
Issue of common shares	—		—			1,068,539		21,104					—			—			21,104
Stock based compensation	—		—			—		—			14,059		—						14,059
Repurchase of common shares	—		—			(2,754,100	)	(26,658		)	—		(106,235		)	—			(132,893		)
Balance as of December 31, 2005	—		$	—		48,051,619		$	419,272		$	15,548	$	1,341,659		$	(35,846	)	$	1,740,633

The accompanying notes are an integral part of the consolidated financial statements.

6

IPSCO Inc. Consolidated Statements of Cash Flows

Years Ended December 31

(thousands of U.S. dollars)

	2005			2004			2003
Operating activities
Net income	$	585,816		$	454,942		$	4,672
Adjustments to reconcile net income to net cash flows from operating activities
Depreciation of capital assets	80,336			82,526			61,904
Amortization of deferred charges	1,671			1,291			1,216
Stock based compensation	2,987			1,123			305
Deferred income taxes	71,808			92,380			30,532
Gain on sale of assets held for sale	(1,863		)	(4,925		)	—
Unrealized foreign exchange gain	(18,863		)	—			—
Loss on early extinguishment of debt	16,423			—			—
Changes in operating assets and liabilities
Trade receivables	(7,924		)	(146,191		)	(23,185		)
Other receivables	(24,053		)	(5,017		)	(23,875		)
Income taxes recoverable	—			36,753			—
Inventories	(62,116		)	(137,446		)	(9,035		)
Prepaid expenses	(359		)	(5,114		)	264
Accounts payable and accrued charges	32,890			21,255			57,085
Accrued payroll and related liabilities	22,884			23,506			469
Change in deferred pension liability	(13,163		)	(11,574		)	638
Income and other taxes payable	(42,000		)	91,126			—
Other current liabilities	(2,552		)	(5,791		)	(12,604		)
Net cash provided by operating activities	641,922			488,844			88,386
Investing activities
Expenditures for capital assets	(66,801		)	(29,068		)	(13,528		)
Proceeds from sale of assets held for sale (Note 8)	1,546			4,759			1,022
Proceeds from (issuance of) mortgages receivable, net	3,661			(2,983		)	2,174
Purchase of investments	—			(95		)	(2,379		)
Net cash used for investing activities	(61,594		)	(27,387		)	(12,711		)
Financing activities
Proceeds from issuance of common shares pursuant to share option plan	21,104			30,364			2,581
Common share dividends	(22,781		)	(9,536		)	(6,962		)
Common share repurchase	(132,893		)	—			—
Preferred share dividends	—			—			(2,631		)
Redemption of preferred shares	—			(108,996		)	—
Redemption of subordinated notes	—			(100,000		)	—
Proceeds from issuance of long-term debt (Note 10)	—			—			264,114
Repayment of long-term debt (Note 10)	(230,473		)	(38,107		)	(225,586		)
Net cash (used for) provided by financing activities	(365,043		)	(226,275		)	31,516
Effect of exchange rate changes on cash and cash equivalents	13,005			(11,767		)	1,309
INCREASE IN CASH AND CASH EQUIVALENTS	228,290			223,415			108,500
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	354,774			131,359			22,859
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	583,064		$	354,774		$	131,359

The accompanying notes are an integral part of the consolidated financial statements.

7

IPSCO Inc. Notes to Consolidated Financial Statements

For the Years Ended December 31

(thousands of U.S. dollars except share and per share data)

1Nature of Operations

IPSCO Inc. (the Company) is a producer of steel products.  The Company’s products are sold primarily in the United States and Canada.

The Company currently employs approximately 2,700 people, of whom approximately 57% are non-unionized personnel and approximately 43% are represented by trade unions.  In 2005, the Company renewed the separate collective bargaining agreements with locals of the United Steelworkers of America (USWA) which represent unionized employees in Regina and Calgary for the period August 1, 2006 to July 31, 2011.  These employees account for approximately 86% of the Company’s unionized employees.

In 2005, 2004 and 2003, no individual customer accounted for 10% or more of sales.  At December 31, 2005 and 2004, no customer represented 10% or more of the accounts receivable balance.

2Change in Reporting Generally Accepted Accounting Principles

IPSCO has historically prepared and filed its financial statements in accordance with Canadian generally accepted accounting principles (GAAP) with a reconciliation to United States (U.S.) GAAP.  In 2005, the Company adopted U.S. GAAP as its primary reporting standard for presentation of its consolidated financial statements.  Historical consolidated financial statements were restated in accordance with U.S. GAAP.  Note 21 - Differences between United States and Canadian Generally Accepted Accounting Principles provides an explanation and reconciliation of differences between U.S. and Canadian GAAP.

The Company adopted U.S. GAAP to comply with Securities and Exchange Commission requirements, enhance its communication with its shareholders, improve comparability of financial information with its competitors and peer group, and promote a common financial language within IPSCO.

3Significant Accounting Policies

The consolidated financial statements have been prepared in accordance with U.S. GAAP, and include certain estimates based on management’s judgments.  These estimates affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.  Actual results may differ from those estimates.

REPORTING CURRENCY

Assets and liabilities of the Company’s operations having a functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rate in effect at the year-end and revenues and expenses are translated at the average rate during the year.  Exchange gains or losses on translation of the Company’s net equity investment in these operations are deferred as a separate component of shareholders’ equity.

The change in the foreign currency translation adjustment results primarily from fluctuations of the Canadian dollar against the U.S. dollar.

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries.  Significant intercompany balances and transactions are eliminated on consolidation.

CASH EQUIVALENTS

Cash equivalents are securities of the government of Canada and its provinces, the government of the United States, banks, and other corporations, with a maturity of less than three months when purchased.  These highly liquid securities are short-term and have fixed interest rates.

INVENTORIES

Inventories are valued at the lower of average cost and net realizable value.

8

INCOME TAXES

The Company follows the liability method of tax allocation in accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

CAPITAL ASSETS

Capital assets are stated at cost.  For major projects under construction, the Company capitalizes interest based on expenditures incurred to a maximum of interest costs on debt.  Repair and maintenance costs are expensed as incurred.

Amortization is provided on the straight-line basis at the following annual rates:

Buildings	4%
Machinery and Equipment	5% to 33%

Effective January 1, 2004, the Company changed its estimate of the useful life of certain major machinery and equipment from 25 to 20 years.  This change was applied prospectively, and resulted in an increase to 2004 depreciation expense of $15,144 ($0.21 per basic share and $0.19 per diluted share).

Depreciation is provided on all assets acquired as they are placed into production.

DEFERRED FINANCING COSTS

Financing costs relating to long-term debt are deferred and amortized into interest expense over the term of the related debt.

PENSION EXPENSE AND DEFERRED PENSION BALANCE

The cost of pension benefits earned by the employees covered by defined benefit plans is actuarially determined using the projected benefit method prorated on service and management’s best estimate of expected plan investment performance, salary escalation, terminations, and retirement ages of plan members.  Plan assets are valued at fair value for the purpose of determining the expected return on plan assets.  Adjustments for plan amendments are charged to operations over the expected average remaining service life of the employee group which is approximately 12 years.  Actuarial gains and losses arise from changes in assumptions and differences between assumptions and the actual experience of the pension plans.  The excess of accumulated actuarial gains and losses over 10% of the greater of the benefit obligation and the fair value of plan assets is also charged to operations over the expected average service life of the employee group.  The costs of pension benefits for defined contribution plans are charged to operations as contributions are earned.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and accounts receivable

The carrying value of cash and cash equivalents and accounts receivable approximates fair value.

Mortgages receivable

The fair value of mortgages receivable has been estimated based on current rates for similar instruments with similar maturities.  At December 31, 2005, the estimated fair value of mortgages receivable is $19,876 (2004 - $16,986).

Long-term debt

The fair value of the Company’s long-term debt has been estimated based on current market prices.  Where no market price is available, an estimate based on current rates for similar instruments with similar maturities has been used to approximate fair value. See note 10 for fair values.

Natural gas hedge

The Company utilizes fixed price physical delivery contracts and hedge contracts to manage the variability of the cost of purchasing natural gas.  The Company has designated as cash flow hedge instruments certain agreements matched against variable price forecasted natural gas purchases through October 31, 2009.  The instruments will reduce or increase costs as the underlying physical transaction occurs.  As of December 31, 2005, the fair value of the agreements was $11,841 (2004 - $1,546, 2003 - $44 loss).

9

STOCK BASED COMPENSATION

Prior to 2003, the Company accounted for stock based compensation plans under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.  Effective January 1, 2003, the Company adopted the fair value provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, prospectively for all employee awards granted, modified or settled after January 1, 2003.  Awards vest over periods ranging from 1 to 3 years, therefore, the cost related to stock based employee compensation included in the determination of net income for 2003 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of Statement No. 123.  The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in 2003.

	2003
Net income available to common shareholders	$	1,639
Compensation expense determined under fair value based method for all awards, net of tax	(313		)
Pro forma net income available to common shareholders	$	1,326
Pro forma earnings per common share:
Basic	$	0.03
Diluted	$	0.03

The fair value for the stock options was estimated at the date of grant using a Black-Scholes option pricing model using the following weighted-average assumptions for 2003: risk-free interest rate of 3.1%; dividend yield of 1.3%; volatility factor of the expected market price of the Company’s common stock of ..44; and a weighted-average expected life of the options of 2 years.  The weighted-average grant-date fair value of the options granted during 2003 was $3.92.

The Black-Scholes option valuation model was developed for use in estimating fair value of traded options which have no vesting restrictions and are fully transferable.  In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.  Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The Company has a deferred share unit plan as described in Note 14.  Compensation expense equal to the amount deferred is recorded.  The liability relating to the deferred share units is revalued quarterly based on the market value of the Company’s common shares and the resulting adjustment recorded in income.

REVENUE RECOGNITION

Sales and related costs are recognized upon transfer of ownership which coincides with shipment of products to customers or specific terms included in customer contracts.  Products are generally shipped without right of return.  Returns are accepted in limited circumstances, which historically, have been insignificant.  Sales are recognized when collectibility is reasonably assured.

FREIGHT COSTS

Amounts billed to customers in a sales transaction related to shipping and handling are recorded as revenue.  The Company reflects freight costs associated with shipping its products to customers as a component of cost of goods sold.

CREDIT RISK

Credit is extended by the Company based upon an evaluation of the customer’s financial position, and generally, advance payment is not required.  The Company provides for doubtful accounts equal to estimated collection losses that will be incurred in the collection of receivables.  Estimated losses are based on a review by management of the current status of receivables, as well as historical collection experience.

10

DERIVATIVE FINANCIAL INSTRUMENTS

The Company enters into hedging transactions in order to manage its exposure to changes in energy commodity prices and the relationship between the Canadian and U.S. dollars.  For these cash flow hedge transactions, the Company records the fair value of the derivatives on the Consolidated Balance Sheet.  The derivative transactions are evaluated as effective or ineffective at inception and quarterly thereafter based on various factors including the creditworthiness of the counterparty and expectation of achieving forecast activity.  The effective portions of the changes in the fair values of these derivatives are recorded in other comprehensive income and are reclassified to income in the period in which earnings are impacted by the hedged items.  Any ineffectiveness is recorded in income as identified.  Premiums paid with respect to derivatives are deferred and amortized to income over the term of the hedge.  Assuming market rates remain constant with the rates at December 31, 2005, $4,630 of the $7,495 gain included in other comprehensive income is expected to be recognized in earnings over the next 12 months.

RECENT ACCOUNTING STANDARDS

The impact on the Company of accounting standards adopted in 2005 and accounting standards which have not been adopted due to delayed effective dates follows:

In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which requires all share-based payments to employees to be recognized in the income statement based on their fair values.  The standard will be effective for the Company’s 1st quarter 2006 reporting period.  The Company expects that the effect of adoption will not be material to the consolidated financial statements.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, which requires that abnormal amounts of idle facility expense, freight, handling costs and spoilage be recognized as period costs and that the allocation of fixed production overheads be based on the normal capacity of production facilities.  The Company adopted SFAS No. 151 effective January 1, 2005 and the effect of such adoption was not material to the consolidated financial statements.

RECLASSIFICATION

Certain of the prior year amounts have been reclassified to conform with the presentation adopted for the current year.

4Accounting Change

Effective April 1, 2004, the Company changed its method of accounting for the costs of major overhauls and repairs.  Under the new method, the cost of major overhauls and repairs which are not capitalized are expensed as incurred.  Previously, the non-capital estimated cost of such overhauls and repairs was accrued on a straight-line basis between the major overhauls and repairs with actual costs charged to the accrual as incurred.  The Company believes the new method more appropriately recognizes such costs in the period incurred.

The impact of the accounting change was applied with the cumulative effect recorded through income on the date of adoption of the change.  The impact of the change on the financial statements as of April 1, 2004 is as follows:

	Increase (decrease)
Income taxes recoverable	$	(3,699	)
Deferred income taxes - current asset	(5,212		)
Accounts payable and accrued charges	(25,056		)
Deferred income taxes - long-term liability	1,221
Cumulative translation adjustment	674
Net income	14,250

5Inventories

	2005		2004
Finished goods	$	148,650	$	133,250
Work-in-process	190,860		156,531
Raw materials	99,706		86,218
Supplies	67,021		58,437
	$	506,237	$	434,436

11

6Income Taxes

a)The components of income (loss) before income taxes are summarized below:

	2005		2004		2003
Canada	$	383,236	$	281,944	$	18,945
United States	500,309		336,913		(2,737		)
	$	883,545	$	618,857	$	16,208

b)The provision (benefit) for income taxes is summarized as follows:

	2005		2004		2003
Current
Canada	$	109,988	$	85,786	$	(16,685	)
U.S. Federal	109,817		6,019		(2,558		)
U.S. State	6,116		413		247
	225,921		92,218		(18,996		)
Deferred
Canada	5,149		6,526		30,803
U.S. Federal	62,381		71,717		(254		)
U.S. State	4,278		7,704		(17		)
	71,808		85,947		30,532
	$	297,729	$	178,165	$	11,536

c)The corporate income tax rate is determined using the Canadian federal and provincial tax rates applicable to the parent company.  Income tax expense differs from the amount computed by applying the corporate income tax rates to income before income taxes.  The reasons for this difference are as follows:

	2005			2004			2003
Corporate income tax rate	34.2		%	34.9		%	37.7		%
Provision for income taxes based on corporate income tax rate	$	302,172		$	216,043		$	6,104
Increase (decrease) in taxes resulting from Income taxed at different provincial rates	(3,784		)	(5,141		)	349
Canadian large corporation tax	192			2,576			1,048
U.S. withholding taxes on dividends	—			—			1,973
Part VI.I tax	—			—			1,360
Income taxed at different rates in the United States	3,464			304			(254		)
U.S. state income tax	10,393			8,116			229
U.S. extra-territorial income exclusion	(6,858		)	—			—
Recognition of capital losses	(55,669		)	—			—
Change in valuation allowance on capital losses	55,669			—			—
Recognition of operating losses	—			—			(11,349		)
Change in valuation allowance on operating losses	—			(43,694		)	11,349
Other	(7,850		)	(39		)	727
	$	297,729		$	178,165		$	11,536

The U.S. extra-territorial income exclusion (ETI) includes a previously unrecorded benefit for 2004 transactions of $3,540.  The 2005 ETI benefit is estimated to be $3,318.

Cash tax payments of $271,700, $22,527, and $12,800 were made for the years ended December 31, 2005, December 31, 2004, and December 31, 2003 respectively.

12

d)Deferred income taxes are comprised of the following:

	2005			2004
Deferred tax assets
Accounting provisions not currently deductible for tax purposes	$	26,731		$	42,151
Costs capitalized to inventory for tax purposes	3,496			3,061
Net operating loss carry-forwards	—			43,570
Foreign exchange losses on debt	—			458
Alternative minimum tax credit	—			6,610
Capital loss carry-forwards	55,669			—
Pension expense in excess of contributions	6,444			7,279
Other	3,230			3,394
Gross deferred tax assets	95,570			106,523
Valuation allowance on capital loss carry-forward	(55,669		)	—
Total net deferred tax assets	39,901			106,523
Deferred tax liabilities
Tax depreciation in excess of accounting depreciation	190,569			164,755
Foreign exchange gains on debt	6,478			—
Other	4,600			535
Total deferred tax liabilities	201,647			165,290
Net deferred income tax liability	$	(161,746	)	$	(58,767	)

The net deferred income tax liability is comprised of the following components:

Short-term deferred tax asset	$	30,227		$	45,212
Long-term deferred tax liability	191,973			103,979
Net deferred income tax liability	$	(161,746	)	$	(58,767	)

e)At December 31, 2005, the Company had no accumulated net operating losses carried forward.

In the fourth quarter of 2005, an internal reorganization of certain of the consolidated entities resulted in a Canadian subsidiary realizing a capital loss.  The Company believes it is more likely than not that the deferred tax asset relating to its capital loss will not be realized and therefore a valuation allowance of $55,669 has been recorded against the capital loss for 2005.

Undistributed earnings of certain consolidated U.S. subsidiaries at December 31, 2005 amounted to $332,300.  No provision for deferred income taxes has been made for these earnings because the Company intends to permanently reinvest such earnings in those operations.  If such earnings were not permanently reinvested, a deferred tax liability of $16,600 would have been recorded.

7Capital Assets

	2005						2004
	Accumulated						Accumulated
	Cost		Depreciation		Net		Cost		Depreciation		Net
Land and land improvements	$	57,458	$	—	$	57,458	$	57,020	$	—	$	57,020
Buildings	167,152		62,267		104,885		157,439		58,958		98,481
Machinery and equipment	1,359,063		533,854		825,209		1,343,403		458,906		884,497
Construction in progress	64,211		—		64,211		23,985		—		23,985
	1,647,884		596,121		1,051,763		1,581,847		517,864		1,063,983
Assets held for sale	7,480		3,057		4,423		7,643		3,037		4,606
	$	1,655,364	$	599,178	$	1,056,186	$	1,589,490	$	520,901	$	1,068,589

13

During 2005, $1,098 of interest costs were capitalized.  No interest was capitalized in 2003 or 2004.

Included in machinery and equipment are assets under capital lease with cost and accumulated depreciation of $146,432 and $48,065 (2004 - $146,432 and $39,169), respectively.  Amortization of assets under capital lease is included in depreciation expense.

Certain capital assets, which are not employed in production, have been segregated pending their ultimate disposition and are carried at the lower of carrying value and management’s best estimate of fair value less cost to sell.  The Company’s valuation includes significant estimates concerning the cost to complete voluntary environmental remediation activities prior to the sale, as well as the ultimate net recovery value of the property.  The estimated environmental costs could change depending on the remediation method used.  The Company’s estimates of fair value less cost to sell could be impacted by the prevailing economic conditions and the Company’s ability to obtain necessary zoning and other approvals. See Note 8 for discussion of asset sales.

8Mortgages Receivable and Sales of Assets Held for Sale

The Company sold certain of its assets held for sale for cash of $1,546 (2004 - $4,759, 2003 - $1,022) and mortgages of $3,599 (2004 - $nil, 2003 - $6,261).  The transactions resulted in gains of $1,863 (2004 - $4,925, 2003 - $nil).  The mortgages bear interest at rates from 5.50% to 7.75%.

During 2005, the Company advanced funds secured by a mortgage of $800 (2004 - $7,000).  The mortgage bears interest at 7.75%.

Minimum principal payments from mortgages receivable due in each of the next four years are as follows:

2006	$	5,377
2007	1,611
2008	401
2009	9,530
	16,919
Current portion, included in other accounts receivable	5,377
	$	11,542

9Pension Plans

The Company provides retirement benefits for substantially all of its employees under several defined benefit and defined contribution pension plans.  The defined benefit plans provide benefits that are based on a combination of years of service and an amount that is either fixed or based on final earnings.  The defined contribution plans restrict the Company’s matching contributions to 5% of each participating employee’s annual earnings.  The Company’s benefit plans do not provide for post-retirement health care benefits.  During 2005, amendments were made to increase benefits payable under plans for employees of one of the Company’s Canadian unions and for senior executives.

The Company’s policy with regard to the defined benefit plans is to fund the amount that is required by governing legislation.  Periodically, the Company may fund additional amounts depending on cash availability and in comparison to alternate uses for the cash.  For plans representing 94% of the benefit obligation, the most recent actuarial valuations for funding purposes were carried out as of December 31, 2004.  The remaining plan is scheduled to have an actuarial valuation for funding purposes completed as of December 31, 2005.  In addition to funding required by legislation, the Company pays benefits as they come due for unfunded defined benefit plan obligations.

The ratio of plan assets to benefit obligations for the Company’s defined benefit pension plans as of December 31 is as follows:

	2005	2004
Registered plans	85.3%	83.4%
Non-registered plans	1.1%	2.2%
Total	77.0%	79.0%

14

The actual and target distribution of pension plan assets by market value as of December 31, 2005 follows.  The investment strategy for plan assets is to maximize returns with consideration to the long-term nature of benefit obligations, while reducing volatility through investment in fixed income securities.  Investment performance is evaluated relative to a portfolio invested in line with the target asset allocation and returns based on an appropriate index for each asset class.  There is no investment made in securities of the Company.

	Actual	Target
Canadian and U.S. equities	62%	55%
Canadian fixed income	34%	43%
Other	4%	2%
Total	100%	100%

Net pension expense attributable to the Company’s pension plans for the years ended December 31 includes the following components:

	2005			2004			2003
Defined benefit plans
Service cost for benefits earned	$	5,811		$	4,850		$	4,410
Interest cost on benefit obligations	11,042			9,849			8,935
Actual return on plan assets	(19,687		)	(11,927		)	(11,955		)
Plan amendments	12,212			—			610
Actuarial losses	28,086			8,693			8,758
Costs arising in the year	37,464			11,465			10,758
Differences between costs arising and costs recognized
Return on plan assets	9,220			3,701			5,222
Actuarial gains and losses	(25,691		)	(6,250		)	(6,772		)
Plan amendments	(11,221		)	923			220
Costs recognized in the year	9,772			9,839			9,428
Defined contribution plans	4,349			3,888			3,224
Net pension expense	$	14,121		$	13,727		$	12,652

The following table sets forth the defined benefit plans’ funded status and amount included in the deferred pension balance in the Company’s statement of financial position at December 31:

	2005			2004
Benefit obligation at beginning of year	$	194,331		$	164,237
Service cost for benefits earned	6,015			5,051
Interest cost on benefit obligation	11,042			9,849
Plan amendments	12,212			—
Actuarial losses	28,086			8,693
Benefit payments	(9,248		)	(7,776		)
Currency translation	8,520			14,277
Benefit obligation at end of year	250,958			194,331
Market value of plan assets at beginning of year	153,489			116,957
Actual return on plan assets	19,687			11,927
Employer contributions	22,424			21,613
Plan participants contributions	277			215
Benefit payments	(9,248		)	(7,776		)
Currency translation	6,525			10,553
Market value of plan assets at end of year	193,154			153,489
Funded status at end of year	(57,804		)	(40,842		)
Unamortized actuarial gains and losses	66,513			47,773
Unamortized past service costs	21,249			9,250
Net amount recognized	$	29,958		$	16,181
Amounts recognized in the consolidated balance sheets consist of:
Accrued benefit - long-term liability	$	(44,584	)	$	(31,934	)
Prepaid benefit cost	1,647			6,931
Intangible asset	21,249			9,250
Accumulated other comprehensive loss	51,646			31,934
Net amount recognized	$	29,958		$	16,181
The total accumulated benefit obligation of the Company’s pension plans is:	$	237,656		$	185,141

15

Amounts applicable to the Company’s pension plans with an accumulated benefit obligation in excess of plan assets are:

	2005		2004
Accumulated benefit obligation	$	227,950	$	184,121
Market value of plan assets	$	183,366	$	152,187

The significant actuarial assumptions adopted in measuring the Company’s accrued benefit obligations as of December 31, 2005 and 2004 follow.  To develop the expected long-term rate of return on plan assets assumption, the Company considered the historical returns and the future expectation for returns for each asset class, as well as the target asset allocation of the pension portfolio. Variances between such estimates and actual experience, which may be material, are amortized over the employees average remaining service life.

	2005	2004
Pension expense for the year ended December 31:
Weighted average discount rate	5.8%	6.1%
Expected long-term rate of return on plan assets	6.8%	7.0%
Weighted average rate of compensation increase	3.5%	3.2%

	2005	2004
Benefit obligation as of December 31:
Weighted average discount rate	5.0%	5.8%
Weighted average rate of compensation increase	3.5%	3.5%

Total cash payments for pension benefits for 2005, consisting of cash contributed by the Company to its defined benefit and defined contribution plans was $26,773 (2004 - $25,501, 2003 - $11,570).  Based on the most recent actuarial valuations for funding purposes, the total estimated Company contributions to the pension plans for 2006 are $14,810.

Benefits expected to be paid over the next ten fiscal years are as follows:

2006	$	10,802
2007	11,101
2008	11,626
2009	12,425
2010	13,337
2011 - 2015	76,181

16

10Debt

			Carrying Value						Fair Value
			2005			2004			2005		2004
a)	Long-term debt
	6.00%	Unsecured loan, maturing and payable June 1, 2007. The Company has the option at maturity to extend the term of the loan to no later than June 1, 2027 at an interest rate to be negotiated	$	14,715		$	14,715		$	14,538	$	14,586
	8.11%	Unsecured financing, maturing and payable November 1, 2009. The Company has the option at maturity to extend the term of the loan to no later than November 1, 2029 at an interest rate to be negotiated	28,000			28,000			28,913		28,843
	6.875%	Unsecured financing, maturing and payable May 1, 2010. The Company has the option at maturity to extend the term of the loan to no later than May 1, 2030 at an interest rate to be negotiated	10,000			10,000			9,872		9,733
	8.75%	Unsecured notes, maturing and payable June 1, 2013. The Company has the option to redeem the notes after June 1, 2008 for a premium declining ratably to par at June 1, 2011	143,855			200,000			158,240		228,820
		Financing lease (i)	120,597			124,419			103,060		109,220
	7.80%	Unsecured debentures, (CDN $100,000) repaid in 2005	—			83,195			—		88,787
	7.32%	Unsecured notes, repaid in 2005	—			71,429			—		72,481
			317,167			531,758			$	314,623	$	552,470
	Less current portion of long-term debt		(4,114		)	(18,107		)
			$	313,053		$	513,651

Fair value of debt has been estimated on the basis described in Note 2.

(i)In October 2000, the Company completed the sale and leaseback of certain of its Montpelier Steelworks production equipment for cash proceeds of $150,000.  The implicit interest rate in the lease is 7.28%, with variable amount semi-annual payments required in January and July each year.  The Company has options, but is not obligated, to purchase the equipment after seven and ten years for predetermined amounts and at the end of the 15-year lease term for the fair market value of the equipment, subject to a residual guarantee of $37,500 which has been included in the minimum lease payment requirements shown below.

Anticipated minimum lease payment requirements on the financing lease are as follows:

2006	$	12,707
2007	14,378
2008	15,531
2009	15,532
2010	15,531
2011 - 2015	107,756
	181,435
Less amount representing interest:	60,838
	120,597

17

Minimum payment requirements on long-term debt arrangements, without exercising the options to extend the terms outstanding, are as follows:

2006	$	—
2007	14,715
2008	—
2009	28,000
2010	10,000
	52,715
2011 - 2013	143,855
	$	196,570

b)Bank lines of credit

At December 31, 2005, the Company had bank lines of credit aggregating $150,000, which can be drawn in Canadian or U.S. currency, of which no amounts had been drawn other than letters of credit of CDN $11,810 and U.S. $3,775.  Bank lines of credit are comprised of a $150,000 revolving term facility that expires November 19, 2007.  The revolving term facility bears interest at spreads over the Canadian prime rate, the U.S. base rate, Canadian Bankers’ Acceptances Reference Discount Rate or U.S. dollar LIBOR and is unsecured.

c)Covenants

The Company’s debt arrangements require the Company to meet certain financial and other covenants.

11Preferred Shares

The Company is authorized to issue unlimited first and second preferred shares.  The first preferred shares rank in priority to the second preferred shares and the common shares as to payment of dividends and the distribution of assets.  The first and second preferred shares may be issued in series and the directors of the Company may fix, before issuance, the further rights, privileges, restrictions and conditions attached thereto.

The Company issued first preferred shares, Series 1 (the Series 1 Preferred Shares) at a price of CDN $25.00 per Series 1 Preferred Share with a fixed cumulative preferential dividend as and when declared by the directors equal to 5.50% per annum payable quarterly on the 15th of February, May, August and November of each year.

Until 2003, the Series 1 Preferred Shares, including accrued and unpaid cumulative dividends, were classified as equity given the Company’s unrestricted ability to settle the Series 1 Preferred Shares and related dividends by issuing its own common shares.  Effective July 1, 2003, the Company adopted the provisions of SFAS No. 150, issued by FASB in May 2003.  As a result, the preferred shares were classified as debt, with the associated dividends declared until the preferred shares were redeemed, recorded in determining net income for the year.

As provided for under the terms of the Series 1 Preferred Shares, the shares were fully redeemed by the Company on May 15, 2004 for a total of $110,494, representing CDN $25.00 per share plus accrued dividends of $1,498.

12Common Shares

a)Authorized

The Company is authorized to issue unlimited common shares.

b)Normal Course Issuer Bid

In March 2005, the Company filed a normal course issuer bid which entitles the Company to repurchase approximately 4.2 million of its common shares between March 16, 2005 and March 15, 2006.  All share repurchases will be made on the open market at the market price at the time of the purchase.  All shares purchased under the bid will be cancelled.  During 2005, 2,754,100 common shares were repurchased for $132,893.

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13Stock Based Compensation

a)Share Option Plan

The Company has a share option plan under which common shares are reserved for directors, officers and employees. Under the terms of the plan, reserved common shares may be granted as options, performance units or restricted shares.

Following is the continuity of common shares reserved for future grants under the Share Option Plan:

	2005		2004		2003
Balance at beginning of year	275,819		372,696		263,158
Common shares reserved	600,000		—		—
Grants	(148,530	)	(169,777	)	(157,460	)
Cancellations	1,250		72,900		266,998
Balance at end of year	728,539		275,819		372,696

If all outstanding performance units with variable performance criteria vest at the maximum performance level, a grant of an additional 68,261 common shares would be required to satisfy the commitment, reducing the shares available for future grants.

b)Compensation Expense

In 2005, total compensation expense recognized related to the Company’s share option plan was $5,575 (2004 - $1,123; 2003 - $305).

During 2005, contributed surplus was increased by the tax benefit resulting from option exercises of $11,071.

c)Share options

The options, which are exercisable within ten years, are granted at a price established by the Board of not less than the last Toronto Stock Exchange board lot trading price on the day of the grant. The options vest over one to three years. Outstanding options at December 31, 2005 expire between 2006 and 2013.

Following is the continuity of granted options outstanding with the weighted average exercise price in Canadian dollars:

	2005				2004				2003
			Weighted				Weighted				Weighted
			Average				Average				Average
			Exercise				Exercise				Exercise
	Number		Price		Number		Price		Number		Price
Balance at beginning of year	1,205,065		$	24.90	2,973,251		$	23.31	3,421,404		$	23.18
Options granted	—		—		—		—		5,000		15.81
Options exercised	(1,030,040	)	25.14		(1,711,686	)	22.17		(186,503	)	17.44
Options cancelled	—		—		(56,500	)	23.65		(266,650	)	25.65
Balance at end of year	175,025		23.50		1,205,065		24.90		2,973,251		23.31

Following is the range of exercise prices in Canadian dollars and contractual life of outstanding options under the plan as of December 31, 2005:

		Weighted		Weighted
		Average		Average
		Exercise		Contractual
	Number	Price		Life
Balance of options outstanding at year end within the following ranges:
$10.00 to $19.99	68,600	$	17.41	5.1
$20.00 to $29.99	61,425	22.65		6.4
$30.00 to $50.00	45,000	33.94		3.0
	175,025	23.50		5.0

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Following is the range of exercise prices in Canadian dollars of options currently exercisable under the plan as of December 31, 2005:

		Weighted
		Average
		Exercise
	Number	Price
Balance of options exercisable at year end within the following ranges:
$10.00 to $19.99	66,932	$	17.45
$20.00 to $29.99	61,425	22.65
$30.00 to $50.00	45,000	33.94
	173,357

d)Performance units

The performance units, which require no payment by the holder, vest at the end of three years based on continued employment and achievement of certain Company performance objectives. Upon vesting, 174,505 of the performance units will be converted to one common share. Depending on the level of achievement of the performance objectives, the remaining 68,261 performance units will convert to common shares at a percentage ranging from 0% to 200%. Holders of performance units are entitled to payment of an amount equal to dividends declared during the vesting period. The weighted average grant date fair value of performance units in Canadian dollars was $67.43 (2004 - $29.66, 2003 - $13.38).

Following is the continuity of granted performance units outstanding:

	2005		2004		2003
Balance at beginning of year	133,985		65,195		—
Performance units granted	110,031		69,190		65,543
Performance units cancelled	(1,250	)	(400	)	(348	)
Balance at end of year	242,766		133,985		65,195

e)Restricted shares

Under the Company’s share option plan, the Company has granted restricted shares to officers of the Company. The shares vest at the end of one to three years based on continued employment and achievement of certain Company performance objectives. During the vesting period the holders of the restricted shares are entitled to all the rights of a common shareholder including dividends and voting. The rights of the holders to dispose of the shares are restricted until the shares are vested. The weighted average grant date fair value of restricted shares in Canadian dollars was $68.50 (2004 - $29.47,

2003 - $13.38).

Following is the continuity of restricted shares outstanding:

	2005		2004		2003
Balance at beginning of year	175,904		91,317		4,400
Granted	38,499		100,587		86,917
Vested	(4,400	)	—		—
Cancelled	—		(16,000	)	—
Balance at end of year	210,003		175,904		91,317

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14Deferred Share Unit Plan

The Company has a deferred share unit plan into which directors must defer at least half of their annual retainer. Such deferrals are converted to deferred share units, each of which has a value equal to the value of one common share. On retirement from the Board, the director may receive payment of their deferred share units in cash, shares purchased on the open market or shares issued by the Company. The liability for deferred share units is included in accrued payroll and related liabilities.

Following is the continuity of deferred share units outstanding:

	2005			2004			2003
	Number	Amount		Number	Amount		Number		Amount
Balance at beginning of year	105,400	$	5,025	87,267	$	1,618	55,088		$	555
Granted	11,150	654		18,133	488		36,418		456
Redeemed	—	—		—	—		(4,239	)	(38		)
Revaluation	—	4,013		—	2,919		—		645
Balance at end of year	116,550	$	9,692	105,400	$	5,025	87,267		$	1,618

15Dividends

Under the terms of the 8.75% unsecured notes, certain payments, including dividends on common shares, are subject to limitations. At December 31, 2005, the restricted payments are limited to $326,000.

Dividends on common shares totaled CDN $0.56 per share in 2005 (2004 - CDN $0.25 per share, 2003 - CDN $0.20 per share).

16Accumulated Other Comprehensive Income (Loss)

	Foreign Currency Translation Adjustment			Minimum Pension Liability Adjustment			Unrealized Gain on Foreign Currency Derivatives			Unrealized Gain (Loss) on Natural Gas Derivatives			Accumulated Other Comprehensive Loss
Balance December 31, 2002	$	(48,698	)	$	(20,147	)	$	—		$	(779	)	$	(69,624	)
Other comprehensive income (loss)	50,214			(3,967		)	90			425			46,762
Balance December 31, 2003	1,516			(24,114		)	90			(354		)	(22,862		)
Other comprehensive income (loss)	(9,420		)	5,625			(90		)	1,430			(2,455		)
Balance December 31, 2004	(7,904		)	(18,489		)	—			1,076			(25,317		)
Other comprehensive income (loss)	(1,454		)	(15,494		)	—			6,419			(10,529		)
Balance December 31, 2005	$	(9,358	)	$	(33,983	)	$	—		$	7,495		$	(35,846	)

The minimum pension liability adjustment is shown net of income tax (expense) benefit of $4,218, ($2,457), and $3,968 for 2005, 2004, and 2003 respectively. The unrealized gain of foreign currency derivatives is shown net of income tax expense of ($90). The unrealized gain (loss) on natural gas derivatives is shown net of income tax expense of ($3,876), ($669), and ($239) for 2005, 2004 and 2003, respectively.

The net amount of foreign currency gain (loss) related to instruments designated as a hedge of the foreign currency exposure of the Company’s net investment in foreign operations which has been included in the foreign currency translation adjustment was $6,158, ($2,158) and ($41,723) for 2005, 2004 and 2003, respectively.

21

17Earnings Per Common Share

Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average shares outstanding plus share equivalents that would arise from a) the exercise of share options, deferred share units, restricted shares and performance units, and b) the conversion of preferred shares and subordinated notes. In 2003, 826,625 out-of-the-money share options, those with an exercise price greater than market price, were excluded from the calculation as they were anti-dilutive. Conversion of preferred shares and subordinated notes were excluded from the calculation in 2003 as they were anti-dilutive. The per share amounts disclosed on the Consolidated Statements of Income are based on the following:

	2005			2004		2003
Numerator for basic earnings per share -
Net income available to common shareholders	$	585,816		$	454,942	$	1,639
Dividends on preferred shares, including part VI.I tax (Note 11)	—			2,461		—
Interest on subordinated notes, net of income tax	—			5,257		—
Numerator for diluted earnings per share	$	585,816		$	462,660	$	1,639
Common shares outstanding - January 1	49,737,180			47,940,907		47,667,487
Weighted average impact of shares issued (repurchased)	(1,189,639		)	361,137		19,637
Denominator for basic earnings per share	48,547,541			48,302,044		47,687,124
Adjustment for share options	202,061			554,164		528
Adjustment for deferred share units	110,243			94,433		68,667
Adjustment for restricted shares	106,847			55,289		16,372
Adjustment for performance units	33,832			35,139		10,057
Adjustment for preferred shares	—			2,284,644		—
Adjustment for subordinated notes	—			1,908,213		—
Denominator for diluted earnings per share	49,000,524			53,233,926		47,782,748

18Segmented Information

The Company is organized and managed as a single business segment, being steel products, and the Company is viewed as a single operating segment by the chief operating decision maker for the purposes of resource allocation and assessing performance.

Financial information on the Company’s geographic areas follows. Sales are allocated to the country in which the third party customer receives the product.

	2005		2004		2003
Sales
Canada	$	978,898	$	825,680	$	520,963
United States	2,053,829		1,705,710		837,848
	$	3,032,727	$	2,531,390	$	1,358,811
Capital Assets
Canada	$	213,621	$	216,254
United States	842,565		852,335
	$	1,056,186	$	1,068,589

Sales information by product group is as follows:

	2005		2004		2003
Steel mill products	$	1,801,153	$	1,573,201	$	800,802
Tubular products	1,231,574		958,189		558,009
	$	3,032,727	$	2,531,390	$	1,358,811

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19Commitments

a)The Company and its subsidiaries have lease commitments on property for the period to 2015. The payments required by these leases are as follows:

2006	$	8,021
2007	6,204
2008	5,596
2009	1,589
2010	1,025
	22,435
2011 - 2015	2,442
	$	24,877

Rental expenses incurred under operating leases during 2005, 2004, and 2003 were $8,485, $9,202, and $11,001 respectively.

b)The Company and its subsidiaries have commitments under service and supply contracts for the period to 2018. Payments required under these contracts are as follows:

2006	$	115,533
2007	48,670
2008	41,720
2009	27,880
2010	16,987
	250,790
2011 - 2018	58,526
	$	309,316

Payments made in relation to these commitments during 2005, 2004, and 2003 were $65,053, $63,016, and $40,687, respectively.

c)At December 31, 2005, commitments to complete capital programs in progress total $26,708.

20Supplemental Information

	2005		2004			2003
Allowance for doubtful accounts	$	1,055	$	833		$	3,214
Doubtful accounts charged to expense	$	338	$	(170	)	$	259
Interest income	$	16,798	$	3,709		$	1,860
Other interest expense	$	177	$	240		$	235
Miscellaneous income	$	2,607	$	3,110		$	1,512
Research and development expense	$	3,234	$	1,829		$	1,542
Interest paid	$	37,984	$	54,814		$	45,396

23

21Significant Differences Between United States and Canadian Generally Accepted Accounting Principles (GAAP)

a)Reconciliation of net income between accounting principles generally accepted in the United States and Canada:

	2005			2004			2003
Net income available to common shareholders as reported under U.S. GAAP	$	585,816		$	454,942		$	1,639
Adjustments relating to amortization of capital assets (i)	(4,094		)	(2,460		)	(2,536		)
Adjustments relating to sale-leaseback (ii)	2,367			2,839			777
Adjustments relating to natural gas hedge (iii)	—			321			407
Adjustments relating to change in accounting (iv)	—			(14,250		)	4,223
Adjustments relating to valuation allowance on net deferred income tax asset (v)	—			(10,500		)	—
Net income available to common shareholders, in accordance with Canadian GAAP	$	584,089		$	430,892		$	4,510
Earnings per common share:
Basic	$	12.03		$	8.92		$	0.09
Diluted (vi)	$	11.92		$	8.24		$	0.09
Net income available to common shareholders, in accordance with Canadian GAAP	$	584,089		$	430,892		$	4,510
Dividends on preferred shares	—			2,461			—
Interest on subordinated notes	—			5,257			—
Numerator for diluted earnings per share	$	584,089		$	438,610		$	4,510
Common shares outstanding - January 1	49,737,180			47,940,907			47,667,487
Weighted average impact of shares issued (repurchased)	(1,189,639		)	361,137			19,637
Denominator for basic earnings per share	48,547,541			48,302,044			47,687,124
Adjustment for share options	202,061			554,164			528
Adjustment for deferred share units	110,243			94,433			68,667
Adjustment for restricted shares	106,847			55,289			16,372
Adjustment for performance units	33,832			35,139			10,057
Adjustment for preferred shares	—			2,284,644			—
Adjustment for subordinated notes	—			1,908,213			—
Denominator for diluted earnings per share	49,000,524			53,233,926			47,782,748

(i)United States GAAP requires amortization of capital assets to commence when the capital assets are available for use. Under Canadian GAAP, amortization commences when the assets are placed into production which occurs at the end of the commissioning or start-up period. Further, the amount capitalized to capital assets under United States GAAP differs from the amount capitalized under Canadian GAAP. United States GAAP requires interest to be capitalized on the expenditures incurred for all major projects under construction to a maximum of all interest costs during the year or until the assets are placed into production. Commissioning and start-up costs are not included in the calculation of interest to be capitalized. For Canadian GAAP, commissioning and start-up costs are included in the calculation. United States GAAP requires commissioning or start-up costs to be expensed as incurred. For Canadian GAAP, these costs have been capitalized.

(ii)U.S. GAAP requires the financing method of accounting for a 2000 sale and leaseback transaction which involves real property resulting in interest expense on the obligation and amortization of the capital asset. Under Canadian GAAP, the transaction has been afforded operating lease treatment and lease expense is incurred.

(iii)U.S. GAAP requires recording of the ineffective portion of cash flow hedges in the income statement including the mark-to-market adjustment of the natural gas contract and the amortization of the effective portion (prior to the counter party bankruptcy) of the natural gas hedge over the remaining life of the contract. As the contract expired in 2004, the impact of AG 13 for Canadian GAAP purposes was insignificant.

(iv)U.S. GAAP requires the cumulative effect of a change in accounting principle to be recorded, net of income taxes, as a charge to income in the current period. For Canadian GAAP, the change has been applied retroactively with restatement of prior periods, as discussed in Note 4.

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v)The adjustment represents the change in the valuation allowance provided on the net tax asset allocated to future years for United States GAAP as a result of differences in accounting practices between United States and Canadian GAAP. See i) above for explanation of the principal differences.

vi)In 2003, no adjustment was made for conversion of preferred shares or subordinated notes as they were anti-dilutive.

b)Reconciliation of the statement of financial position between accounting principles generally accepted in Canada and the United States:

	2004			2005
i)Current assets
Balance under U.S. GAAP	$	1,517,086		$	1,182,455
Adjustment relating to fair value of natural gas hedge	(11,841		)	(1,546		)
Adjustment relating to investment in joint venture	538			708
Balance under Canadian GAAP	$	1,505,783		$	1,181,617
ii)Investment in joint venture
Balance under U.S. GAAP	$	2,776		$	2,661
Adjustment relating to investment in joint venture	(2,776		)	(2,661		)
Balance under Canadian GAAP	$	—		$	—
iii)Capital assets
Balance under U.S. GAAP	$	1,056,186		$	1,068,589
Adjustments relating to the capitalization of interest	13,902			13,902
Adjustments relating to commissioning costs	112,233			112,233
Adjustments relating to amortization of capital assets	(6,528		)	12
Adjustments relating to 2000 sale-leaseback transaction	(112,804		)	(121,699		)
Adjustment relating to investment in joint venture	2,569			2,475
Balance under Canadian GAAP	$	1,065,558		$	1,075,512
iv)Deferred pension liability (asset)
Balance under U.S. GAAP	$	44,584		$	31,934
Adjustments relating to minimum pension liability	(74,542		)	(48,115		)
Balance under Canadian GAAP	$	(29,958	)	$	(16,181	)
v)Current liabilities
Balance under U.S. GAAP	$	348,776		$	356,044
Adjustments relating to 2000 sale-leaseback transaction	(10,716		)	(11,716		)
Adjustment relating to investment in joint venture	331			522
Balance under Canadian GAAP	$	338,391		$	344,850
vi)Long-term debt
Balance under U.S. GAAP
Adjustments relating to 2000 sale-leaseback transaction	$	313,053		$	513,651
Balance under Canadian GAAP	(116,484		)	(120,598		)
	$	196,569		$	393,053

25

vii)Deferred income taxes - long-term liability
Balance under U.S. GAAP	$	191,973		$	103,979
Adjustments relating to the capitalization of interest	5,172			5,172
Adjustments relating to commissioning costs	41,751			41,751
Adjustments relating to amortization of capital assets	(2,851		)	(405		)
Adjustments relating to minimum pension liability	17,663			13,445
Adjustments relating to 2000 sale-leaseback transaction	5,290			3,876
Adjustments relating to natural gas contract	(4,346		)	(470		)
Balance under Canadian GAAP	$	254,652		$	167,348
viii)Common shares
Balance under U.S. GAAP	$	419,272		$	424,826
Adjustment relating to translation of convenience method	(40,733		)	(40,733		)
Balance under Canadian GAAP	$	378,539		$	384,093
ix)Retained earnings
Balance under U.S. GAAP	$	1,341,659		$	884,859
Adjustments relating to the capitalization of interest	8,730			8,730
Adjustments relating to commissioning costs	70,482			70,482
Adjustments relating to amortization of capital assets	(3,677		)	416
Adjustments relating to 2000 sale-leaseback transaction	9,110			6,743
Adjustment relating to translation of convenience method	(47,700		)	(47,700		)
Balance under Canadian GAAP	$	1,378,604		$	923,530
x)Accumulated other comprehensive income
Balance under U.S. GAAP	$	(35,846	)	$	(25,317	)
Adjustments relating to minimum pension liability	33,983			18,486
Adjustments relating to natural gas hedge	(7,495		)	(1,076		)
Adjustment relating to translation of convenience method	88,433			88,433
Balance under Canadian GAAP - Cumulative translation adjustment	$	79,075		$	80,526

Under U.S. GAAP the equity method of accounting for the Company’s investment in a jointly controlled enterprise is required, as the investment is not controlled. Under Canadian GAAP, the Company has followed the proportionate consolidation method of accounting for its investment.

Under U.S. GAAP, the Company has recorded the changes in the fair value of the effective portion of derivatives qualifying as cash flow hedges, net of tax, in accumulated other comprehensive income. Under Canadian GAAP, this is not required.

Under U.S. GAAP, the Company has recorded an additional minimum pension liability for underfunded plans representing the excess of unfunded accumulated benefit obligations over previously recorded pension cost liabilities. A corresponding amount is recognized as a deferred charge except to the extent that these additional liabilities exceed the related unrecognized prior service cost and net transition obligation, in which case the increase in liabilities is charged directly to shareholders’ equity, net of related deferred income taxes.

When the Company changed reporting currencies effective January 1, 1999, the translation of convenience method was used for Canadian GAAP. U.S. GAAP requires that the U.S. dollar amounts be determined using the historical rates in effect when the underlying transactions occurred.

c)U.S. GAAP defines cash position to be cash and cash equivalents. Under Canadian GAAP, cash position, in certain circumstances, can be defined as cash and cash equivalents less bank indebtedness. This difference and the above U.S. GAAP adjustments result in the following statements of cash flows for the Company:

	2005			2004			2003
Cash derived from operating activities	$	638,289		$	485,697		$	87,848
Cash (applied to) derived from financing activities	(361,222		)	(222,454		)	34,147
Cash applied to investing activities	(61,941		)	(27,292		)	(12,537		)
Effect of exchange rate changes on cash and cash equivalents	13,005			(12,441		)	(750		)
Cash position at beginning of year	355,077			131,567			22,859
Cash position at December 31	$	583,208		$	355,077		$	131,567

26

d)Stock Based Compensation

Section 3870 of the CICA Handbook requires the disclosure of pro forma information regarding net income and earnings per share using option valuation models that calculate the fair value of employee stock options that are outstanding but not accounted for under the fair value based method.

	2003
Net income available to common shareholders, in accordance with Canadian GAAP	$	4,510
Compensation expense determined under fair value based method for all awards, net of tax	(313		)
Pro forma net income available to common shareholders in accordance with Canadian GAAP	$	4,197
Pro forma earnings per common share:
Basic	$	0.09
Diluted	$	0.09

e)Additional disclosure required under Canadian GAAP:

i)The total interest paid, excluding interest on the subordinated notes, was $29,273, $33,538, and $26,993 in 2005, 2004 and 2003 respectively.

The total fair value of the Company’s long-term debt was $211,563 (2004 - $443,250) and the current portion was $nil (2004 - $14,496).

ii)A summary of the impact of accounting standards adopted in 2005 and accounting standards which have not yet been adopted due to delayed effective dates follows:

In November 2003, the CICA issued a revision to Section 3860, Financial Instruments – Disclosure and Presentation, which requires obligations that may be settled at the issuer’s option by a variable number of the issuer’s own equity instruments to be presented as liabilities. Such instruments were presented as equity. The new standard was effective for fiscal years beginning on or after November 1, 2004. The accounting change necessary for initial application has been recognized and disclosed as an accounting policy change under Section 1506. The Company adopted Section 3860 effective January 1, 2005. During 2004 the Company redeemed all of its Preferred Shares and Subordinated Notes, consequently adoption of the standard required only restatement of comparative periods to classify the Preferred Shares and Subordinated Notes as liabilities in the Company’s consolidated statements of financial position, with the associated dividends and interest accounted for in determining the Company’s net income.

In January 2005, the CICA issued accounting standards Section 3855, Financial Instruments - Recognition and Measurement; Section 3865, Hedges; and Section 1530, Comprehensive Income. Section 3855 prescribes when and at what amounts financial instruments are recognized on the balance sheet and how resulting gains and losses are to be presented. Section 3865 specifies how hedge accounting is to be applied and the disclosures required when hedge accounting is applied. Sections 1530 introduces a new requirement to present certain gains and losses temporarily outside net income. The new standards must be adopted at the same time and are effective for fiscal years beginning on or after October 1, 2006. The Company will adopt the standards effective January 1, 2007. The impact of adopting these standards on the Canadian GAAP consolidated financial statements is not yet determinable as it will be dependent on outstanding positions and their fair values at the time of transition.

27

f)Following are the 2004 balance sheet, and the income statements and statements of cash flows for the years ended December 31, 2004 and 2003 reported under Canadian GAAP. Previously reported figures have been restated (i) to reflect the adoption of CICA Handbook Section 3860 “Financial Instruments - Disclosure and Presentation”, as described above, and (ii) to reclassify the long-term deferred tax asset balance against the long-term deferred tax liability.

IPSCO Inc. Consolidated Balance Sheet

As of December 31

(thousands of U.S. dollars)

	2004
CURRENT ASSETS
Cash and cash equivalents	$	355,077
Accounts receivable
Trade, less allowances	325,246
Other, including current portion of mortgages receivable	13,344
Inventories	434,526
Prepaid expenses	8,212
Future income taxes	45,212
	1,181,617
NON-CURRENT ASSETS
Capital assets	1,075,512
Mortgages receivable	14,243
Deferred financing costs, less amortization	7,336
Deferred pension asset	16,181
	1,113,272
TOTAL ASSETS	$	2,294,889
CURRENT LIABILITIES
Accounts payable and accrued charges	$	196,610
Accrued payroll and related liabilities	39,130
Income taxes payable	90,656
Current portion of long-term debt	14,286
Other current liabilities	4,168
	344,850
LONG-TERM LIABILITIES
Long-term debt	393,053
Future income taxes	167,348
	560,401
SHAREHOLDERS’ EQUITY
Common shares	384,093
Contributed surplus	1,489
Retained earnings	923,530
Cumulative translation adjustment	80,526
	1,389,638
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,294,889

28

IPSCO Inc. Consolidated Statements of Income

Years ended December 31

(thousands of U.S. dollars except per share data)

	2004			2003
Sales	$	2,452,675		$	1,294,566
Cost of sales
Manufacturing and raw material	1,660,009			1,122,625
Amortization of capital assets	77,161			61,138
	1,737,170			1,183,763
Gross income	715,505			110,803
Selling, research and administration	61,467			54,683
Operating income	654,038			56,120
Other expenses (income)
Interest on long-term debt	45,336			44,993
Other interest income, net	(3,469		)	(2,345		)
Foreign exchange gain	(2,749		)	(5,170		)
Gain on sale of assets held for sale	(4,925		)	—
Income before income taxes	619,845			18,642
Income taxes	188,953			14,132
NET INCOME	$	430,892		$	4,510
EARNINGS PER COMMON SHARE
Basic	$	8.92		$	0.09
Diluted	$	8.24		$	0.09

29

IPSCO Inc. Consolidated Statements of Cash Flows

Years Ended December 31

(thousands of U.S. dollars)

	2004			2003
CASH DERIVED FROM (APPLIED TO)
Operating activities
Working capital provided by operations
Net income	$	430,892		$	4,510
Amortization of capital assets	77,161			61,138
Amortization of deferred charges	1,291			1,441
Stock based compensation	1,123			305
Change in deferred pension asset	(11,574		)	638
Future income taxes	96,701			29,488
Gain on sale of assets held for sale	(4,925		)	—
	590,669			97,520
Change in non-cash operating working capital
Trade receivables	(146,191		)	(23,185		)
Other receivables	(5,017		)	(20,251		)
Income taxes recoverable	33,054			—
Inventories	(137,446		)	(9,035		)
Prepaid expenses	(5,114		)	264
Accounts payable and accrued charges	47,114			51,638
Accrued payroll and related liabilities	23,506			469
Income and other taxes payable	91,126			2,730
Other current liabilities	(6,004		)	(12,302		)
	(104,972		)	(9,672		)
	485,697			87,848
Financing activities
Proceeds from issuance of common shares pursuant to share option plan	30,364			2,581
Common share dividends	(9,536		)	(6,962		)
Redemption of preferred shares	(108,996		)	—
Redemption of subordinated notes	(100,000		)	—
Issuance (repayment) of long-term debt	(34,286		)	38,528
	(222,454		)	34,147
Investing activities
Expenditures for capital assets	(29,068		)	(13,562		)
Proceeds from sale of assets held for sale	4,759			1,022
Proceeds from (issuance of) mortgages receivable, net	(2,983		)	2,174
Purchase of investments	—			(2,171		)
	(27,292		)	(12,537		)
Effect of exchange rate changes on cash and cash equivalents	(12,441		)	(750		)
INCREASE IN CASH AND CASH EQUIVALENTS	223,510			108,708
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	131,567			22,859
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	355,077		$	131,567

30

22Contingencies and Environmental Expenditures

The Company’s past and present operations include activities that are subject to federal, provincial, state and local environmental requirements, particularly relating to air, water and solid and hazardous waste management. The Company is engaged in various ongoing environmental monitoring and compliance programs, voluntary remediation activities, and capital improvement projects. Nevertheless, rapidly changing environmental legislation and regulatory practices are likely to require future expenditures to modify operations, install additional pollution control equipment, dispose of waste products, and perform site clean-up and site management. The magnitude of future expenditures cannot be determined at this time. As of December 31, 2005, the Company had approximately $3,700 reserved for environmental liabilities in the consolidated balance sheet. The Company believes the liability for these matters was adequately reserved at December 31, 2005.

The Company is a defendant in a number of lawsuits and claims arising out of the conduct of its business, including those related to environmental matters. While the ultimate results of such suits or other proceedings against the Company cannot be predicted with certainty, the management of the Company believes that the resolution of these matters will not have a material adverse effect on its consolidated financial condition or results of operations.

23Quarterly Information (unaudited)

Earnings per share are computed independently for each of the quarters presented; therefore, the sum of the quarterly earnings per share may not equal the total for the year.

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
2005
Sales	$	766,738	$	687,674	$	726,079	$	852,236
Gross income	267,587		230,353		224,875		258,421
Net income	154,768		126,853		134,027		170,168
Earnings per share
Basic	3.11		2.60		2.81		3.56
Diluted	3.06		2.57		2.78		3.52
2004
Sales	$	503,867	$	566,446	$	660,001	$	801,076
Gross income	82,405		136,204		220,788		284,654
Net income	30,990		80,636		144,196		199,120
Earnings per share
Basic	0.65		1.68		2.98		4.06
Diluted	0.56		1.47		2.76		3.91

31

24Consolidating Financial Statements

The following information presents the condensed consolidating balance sheet as at December 31, 2005 and 2004, and the condensed consolidating statements of income and cash flows for the years ended December 31, 2005, 2004 and 2003. The condensed consolidating financial statements present the accounts of IPSCO Inc. (“Parent”), and its Guarantor and Non-Guarantor subsidiaries, as defined in the indenture dated as of June 18, 2003 to the IPSCO Inc. 8 ¾% Senior Notes due 2013 (“the Notes”) which were issued on June 18, 2003. The Notes are fully and unconditionally guaranteed, on a joint and several basis, by the Guarantor subsidiaries. The Guarantor subsidiaries, all of which are wholly-owned by IPSCO Inc., are IPSCO Saskatchewan Inc., IPSCO Recycling Inc., IPSCO Enterprises Inc., IPSCO Minnesota Inc., IPSCO Texas Inc., IPSCO Tubulars Inc., IPSCO Steel Inc., and IPSCO Steel (Alabama) Inc. Non-Guarantor subsidiaries are IPSCO Direct Inc., Western Steel Limited, General Scrap Partnership, IPSCO Sales Inc., IPSCO Construction Inc. and General Scrap Inc.

IPSCO Inc. Condensed Consolidating Balance Sheets

As at December 31, 2005

(thousands of United States dollars)

				Guarantor			Non-Guarantor					Consolidated
	Parent			Subsidiaries			Subsidiaries		Eliminations			Total
CURRENT ASSETS
Cash and cash equivalents	$	57,366		$	514,599		$	11,099	$	—		$	583,064
Accounts receivable
Trade, less allowances	88,872			219,469			28,561		—			336,902
Intercompany	80,349			(83,755		)	3,406		—			—
Other, including current portion of mortgage receivable	4,373			42,824			4,844		—			52,041
Inventories	144,730			363,974			11,594		(14,061		)	506,237
Prepaid expenses	5,156			2,410			1,049		—			8,615
Deferred income taxes	25,169			4,651			407		—			30,227
	406,015			1,064,172			60,960		(14,061		)	1,517,086
NON-CURRENT ASSETS
Capital assets	138,449			894,130			22,086		1,521			1,056,186
Mortgage receivable	—			8,360			3,182		—			11,542
Investment in subsidiaries	1,456,651			58,521			—		(1,512,396		)	2,776
Other long-term assets	14,026			37,403			—		—			51,429
	1,609,126			998,414			25,268		(1,510,875		)	1,121,933
TOTAL ASSETS	$	2,015,141		$	2,062,586		$	86,228	$	(1,524,936	)	$	2,639,019
CURRENT LIABILITIES
Accounts payable and accrued charges	$	28,058		$	204,899		$	3,214	$	—		$	236,171
Accrued payroll and related liabilities	24,133			37,777			104		—			62,014
Income and other taxes payable	(11,794		)	50,668			2,199		—			41,073
Current portion of long-term debt	—			4,114			—		—			4,114
Other current liabilities	1,237			4,167			—		—			5,404
	41,634			301,625			5,517		—			348,776
LONG-TERM LIABILITIES
Long-term debt	168,569			144,484			—		—			313,053
Deferred pension liability	16,966			27,618			—		—			44,584
Deferred income taxes	47,339			127,623			21,843		(4,832		)	191,973
	232,874			299,725			21,843		(4,832		)	549,610
SHAREHOLDERS’ EQUITY	1,740,633			1,461,236			58,868		(1,520,104		)	1,740,633
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,015,141		$	2,062,586		$	86,228	$	(1,524,936	)	$	2,639,019

32

IPSCO Inc. Condensed Consolidating Balance Sheets

As at December 31, 2004

(thousands of United States dollars)

				Guarantor			Non-Guarantor					Consolidated
	Parent			Subsidiaries			Subsidiaries		Eliminations			Total
CURRENT ASSETS
Cash and cash equivalents	$	14,277		$	304,785		$	35,712	$	—		$	354,774
Accounts receivable
Trade, less allowances	84,719			227,186			13,132		—			325,037
Intercompany	407,725			(420,282		)	12,767		(210		)	—
Other, including current portion of mortgage receivable	2,570			8,123			4,091		—			14,784
Inventories	140,957			320,264			13,653		(40,438		)	434,436
Prepaid expenses	4,860			2,895			457		—			8,212
Income taxes recoverable	(2,099		)	1,524			575		—			—
Deferred income taxes	1,353			43,623			236		—			45,212
	654,362			488,118			80,623		(40,648		)	1,182,455
NON-CURRENT ASSETS
Capital assets	156,941			894,314			25,819		(8,485		)	1,068,589
Mortgage receivable	—			9,256			4,987		—			14,243
Other long-term assets	14,308			9,209			859		(859		)	23,517
Investment in subsidiaries	927,434			92,358			—		(1,017,131		)	2,661
	1,098,683			1,005,137			31,665		(1,026,475		)	1,109,010
TOTAL ASSETS	$	1,753,045		$	1,493,255		$	112,288	$	(1,067,123	)	$	2,291,465
CURRENT LIABILITIES
Accounts payable and accrued charges	$	21,176		$	174,905		$	4,510	$	(396	)	$	200,195
Accrued payroll and related liabilities	8,732			30,315			83		—			39,130
Income and other taxes payable	2,705			87,047			904		—			90,656
Current portion of long-term debt	14,286			3,821			—		—			18,107
Other current liabilities	3,603			4,167			—		186			7,956
	50,502			300,255			5,497		(210		)	356,044
LONG-TERM LIABILITIES
Long-term debt	365,053			148,598			—		—			513,651
Deferred pension liability	14,164			17,770			—		—			31,934
Deferred income taxes	37,469			67,758			16,432		(17,680		)	103,979
	416,686			234,126			16,432		(17,680		)	649,564
SHAREHOLDERS’ EQUITY	1,285,857			958,874			90,359		(1,049,233		)	1,285,857
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,753,045		$	1,493,255		$	112,288	$	(1,067,123	)	$	2,291,465

33

IPSCO Inc. Condensed Consolidating Statements of Income

Year ended December 31, 2005

(thousands of United States dollars)

				Guarantor			Non-Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Sales	$	749,346		$	2,777,963		$	316,440		$	(811,022	)	$	3,032,727
Cost of sales
Manufacturing and raw material	617,040			1,894,244			278,388			(818,517		)	1,971,155
Depreciation of capital assets	18,678			59,799			1,859			—			80,336
	635,718			1,954,043			280,247			(818,517		)	2,051,491
Gross income	113,628			823,920			36,193			7,495			981,236
Selling, general and administration	27,987			56,976			(77		)	(1,552		)	83,334
Operating income	85,641			766,944			36,270			9,047			897,902
Other expenses (income)
Interest on long-term debt	24,550			11,081			—			—			35,631
Other interest (income) expense, net	(993		)	(14,683		)	(950		)	—			(16,626		)
Foreign exchange loss (gain)	2,607			(12,045		)	(10		)	—			(9,448		)
Gain on sale of assets held for sale	(1,863		)	—			—			—			(1,863		)
Intercompany interest/dividend	2,717			(945		)	(1,772		)	—			—
Equity income	(534,579		)	(25,451		)	—			560,030			—
Loss on early extinguishment of debt	16,423			—			—			—			16,423
Other (income) expense	(23,088		)	(11,432		)	(19		)	24,779			(9,760		)
Income (loss) before income taxes	599,867			820,419			39,021			(575,762		)	883,545
Income taxes	14,051			276,422			13,938			(6,682		)	297,729
NET INCOME (LOSS)	$	585,816		$	543,997		$	25,083		$	(569,080	)	$	585,816

IPSCO Inc. Condensed Consolidating Statements of Income

Year ended December 31, 2004

(thousands of United States dollars)

				Guarantor			Non-Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Sales	$	561,188		$	2,334,761		$	295,637		$	(660,196	)	$	2,531,390
Cost of sales
Manufacturing and raw material	472,234			1,648,165			256,805			(652,391		)	1,724,813
Depreciation of capital assets	17,567			63,264			1,695			—			82,526
	489,801			1,711,429			258,500			(652,391		)	1,807,339
Gross income	71,387			623,332			37,137			(7,805		)	724,051
Selling, general and administration	18,481			43,035			(28		)	(21		)	61,467
Operating income	52,906			580,297			37,165			(7,784		)	662,584
Other expenses (income)
Interest on long-term debt	35,273			19,132			—			—			54,405
Other interest (income) expense, net	(900		)	(2,219		)	(362		)	—			(3,481		)
Foreign exchange loss (gain)	25,092			(27,830		)	(11		)	—			(2,749		)
Intercompany interest/dividend	(1,065		)	6,189			(5,124		)	—			—
Gain on sale of assets held for sale	(4,925		)	—			—			—			(4,925		)
Equity income	(449,370		)	(26,132		)	—			475,502			—
Other (income) expense	(22,076		)	727			(265		)	22,091			477
Income (loss) before income taxes and cumulative effect of accounting change	470,877			610,430			42,927			(505,377		)	618,857
Income taxes	15,935			156,781			16,845			(11,396		)	178,165
Income (loss) before cumulative effect of accounting change	454,942			453,649			26,082			(493,981		)	440,692
Cumulative effect of accounting change, net of taxes	—			14,250			—			—			14,250
NET INCOME (LOSS)	$	454,942		$	467,899		$	26,082		$	(493,981	)	$	454,942

34

IPSCO Inc. Condensed Consolidating Statements of Income

Year ended December 31, 2003

(thousands of United States dollars)

				Guarantor			Non-Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Sales	$	362,464		$	1,411,798		$	153,331		$	(568,782	)	$	1,358,811
Cost of sales
Manufacturing and raw material	316,871			1,297,799			135,386			(568,809		)	1,181,247
Depreciation of capital assets	13,421			47,194			1,289			—			61,904
	330,292			1,344,993			136,675			(568,809		)	1,243,151
Gross income	32,172			66,805			16,656			27			115,660
Selling, general and administration	15,275			38,759			649			—			54,683
Operating income	16,897			28,046			16,007			27			60,977
Other expenses (income)
Interest on long-term debt	30,208			21,539			—			—			51,747
Other interest (income) expense, net	(582		)	(721		)	(322		)	—			(1,625		)
Foreign exchange loss (gain)	(239		)	(5,224		)	293			—			(5,170		)
Intercompany interest/dividend	882			3,811			(4,693		)	—			—
Equity income	(1,567		)	(13,615		)	—			15,182			—
Other (income) expense	(22,890		)	22,707			(26		)	26			(183		)
Income (loss) before income taxes	11,085			(451		)	20,755			(15,181		)	16,208
Income taxes	6,413			(2,635		)	8,058			(300		)	11,536
NET INCOME (LOSS)	4,672			2,184			12,697			(14,881		)	4,672
Dividends on preferred shares, including part VI.I tax	3,033			—			—			—			3,033
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	1,639		$	2,184		$	12,697		$	(14,881	)	$	1,639

IPSCO Inc. Condensed Consolidating Statements of Cash Flows

Year ended December 31, 2005

(thousands of United States dollars)

				Guarantor			Non-Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Operating activities
Net income (loss)	$	585,816		$	543,997		$	25,083		$	(569,080	)	$	585,816
Non-cash adjustments	(513,182		)	102,794			2,857			560,030			152,499
Change in operating assets and liabilities	333,616			(372,323		)	(569		)	(57,117		)	(96,393		)
	406,250			274,468			27,371			(66,167		)	641,922
Investing activities
Expenditures for capital assets	(5,799		)	(60,771		)	(231		)	—			(66,801		)
Other investing activities	1,546			892			2,769			—			5,207
	(4,253		)	(59,879		)	2,538			—			(61,594		)
Financing activities
Proceeds from issuance of common shares pursuant to share option plan	21,104			—			—			—			21,104
Common share dividends	(22,781		)	(21,167		)	(45,000		)	66,167			(22,781		)
Common share repurchase	(132,893		)	—			—			—			(132,893		)
Repayment of long-term debt	(226,651		)	(3,822		)	—			—			(230,473		)
	(361,221		)	(24,989		)	(45,000		)	66,167			(365,043		)
Effect of exchange rate changes on cash and cash equivalents	2,313			20,214			(9,522		)	—			13,005
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	43,089			209,814			(24,613		)	—			228,290
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	14,277			304,785			35,712			—			354,774
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	57,366		$	514,599		$	11,099		$	—		$	583,064

35

IPSCO Inc. Condensed Consolidating Statements of Cash Flows

Year ended December 31, 2004

(thousands of United States dollars)

				Guarantor			Non-Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Operating activities
Net income (loss)	$	454,942		$	467,899		$	26,082		$	(493,981	)	$	454,942
Non-cash adjustments	(460,431		)	163,181			2,780			466,865			172,395
Change in operating assets and liabilities	61,293			(216,486		)	(12,919		)	27,116			(140,996		)
	55,804			414,594			15,943			—			486,341
Investing activities
Expenditures for capital assets	(11,028		)	(19,347		)	1,307			—			(29,068		)
Other investing activities	4,759			(3,890		)	812			—			1,681
	(6,269		)	(23,237		)	2,119			—			(27,387		)
Financing activities
Proceeds from issuance of common shares pursuant to share option plan	30,364			—			—			—			30,364
Common share dividends	(9,536		)	—			—			—			(9,536		)
Issue (repayment) of long-term debt	(140,135		)	(106,968		)	—			—			(247,103		)
	(119,307		)	(106,968		)	—			—			(226,275		)
Effect of exchange rate changes on cash and cash equivalents	8,064			(8,947		)	(8,381		)	—			(9,264		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(61,708		)	275,442			9,681			—			223,415
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	75,985			29,343			26,031			—			131,359
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,277		$	304,785		$	35,712		$	—		$	354,774

IPSCO Inc. Condensed Consolidating Statements of Cash Flows

Year ended December 31, 2003

(thousands of United States dollars)

				Guarantor			Non-Guarantor						Consolidated
	Parent			Subsidiaries			Subsidiaries			Eliminations			Total
Operating activities
Net income (loss)	$	4,672		$	2,184		$	12,697		$	(14,881	)	$	4,672
Non-cash adjustments	(1,628		)	80,779			5,440			9,366			93,957
Change in operating assets and liabilities	(268,393		)	362,487			13,095			(117,432		)	(10,243		)
	(265,349		)	445,450			31,232			(122,947		)	88,386
Investing activities
Expenditures for capital assets	(1,862		)	(13,512		)	1,846			—			(13,528		)
Other investing activities	211,903			(1,290		)	2,107			(211,903		)	817
	210,041			(14,802		)	3,953			(211,903		)	(12,711		)
Financing activities
Net redemption of common shares	—			(211,903		)	—			211,903			—
Proceeds from issuance of common shares pursuant to share option plan	2,581			—			—			—			2,581
Common share dividends	(6,962		)	(69,989		)	—			69,989			(6,962		)
Preferred share dividends	(2,631		)	(52,958		)	—			52,958			(2,631		)
Issue (repayment) of long-term debt	161,502			(122,974		)	—			—			38,528
	154,490			(457,824		)	—			334,850			31,516
Effect of exchange rate changes on cash and cash equivalents	(27,875		)	42,018			(12,834		)	—			1,309
INCREASE IN CASH AND CASH EQUIVALENTS	71,307			14,842			22,351			—			108,500
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	4,678			14,501			3,680			—			22,859
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	75,985		$	29,343		$	26,031		$	—		$	131,359

36

IPSCO Inc.

Schedule II - Valuation and Qualifying Accounts

			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Balance at End of Period
Year ended December 31, 2005
Deducted from asset accounts:
Allowance for doubtful accounts	$	833	$	338		$	—		$	142	(2)	$	1,055
Allowance for customer claims	7,520		4,124			54		(1)	6,521		(3)	5,177
Allowance for valuation of assets held for sale	19,218		—			644		(1)	—			19,862
Alllowance for valuation of deferred tax assets	—		55,669			—			—			55,669
Total	$	27,571	$	60,131		$	698		$	6,637		$	81,763
Year ended December 31, 2004
Deducted from asset accounts:
Allowance for doubtful accounts	$	3,214	$	(170	)	$	—		$	2,211	(2)	$	833
Allowance for customer claims	3,543		7,615			93		(1)	3,731		(3)	7,520
Allowance for valuation of assets held for sale	17,810		—			1,408		(1)	—			19,218
Alllowance for valuation of deferred tax assets	43,649		—			—			43,649		(4)	—
Total	$	68,216	$	7,445		$	1,501		$	49,591		$	27,571
Year ended December 31, 2003
Deducted from asset accounts:
Allowance for doubtful accounts	$	9,170	$	259		$	—		$	6,215	(2)	$	3,214
Allowance for customer claims	3,471		4,810			398		(1)	5,136		(3)	3,543
Allowance for valuation of assets held for sale	14,606		—			3,204		(1)	—			17,810
Alllowance for valuation of deferred tax assets	32,300		11,349			—			—			43,649
Total	$	59,547	$	16,418		$	3,602		$	11,351		$	68,216

(1) Exchange rate fluctuations

(2) Uncollectible accounts written off, net of recoveries

(3) Claims settled with customers

(4) Allowance reversed as realization of benefit was more likely than not

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