Exhibit
10.8


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 includes the Participant’s U.S. Earnings, if
any, and, for a Senior Executive, Earnings includes 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 69th 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 inflationprotection.











(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.


IN WITNESS WHEREOF, the
Company, by its duly authorized officer, has caused the Plan to be executed
this          day of                ,
2006.


	
  (CORPORATE SEAL)

  	
   

  	
  IPSCO INC. (acting for and on

  
	
  behalf

  	
   

  	
   

  
	
   

  	
   

  	
  of IPSCO)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 











Appendix A


For Peter MacPhail


The terms of the Plan as
applicable to the named Participant are as set forth herein.


1.                                       Earnings -  For the
purposes of Section 1.09 of the Plan, Earnings shall not be limited to $200,000
(Canadian $) per year, if Peter MacPhail’s Termination Date occurs prior to
attaining age 60.