Exhibit
10.1


 


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 age
62.


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
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:


1.)                                   Any
leave of absence of the Participant from his duties for which he receives
regular remuneration from the Company or periods of sabbatical 



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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. In no event,
however, shall Earnings include any compensation attributable to an annual
incentive award that was paid to the Participant prior to January 1, 2005.


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.


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 defined in
Appendix A1) for each complete and partial calendar year of Continuous Service
beginning with the Effective Date and ending on the Termination Date.  In no event will the credited amount, when
combined with the employer match in the Savings Plan, exceed the annual limit
on elective deferrals under Section 402(g) of the Code in effect for the
taxable year that ends within the “period of service” as defined in the Savings
Plan.


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.



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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 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.


1.18                           “Transferred
Participant” means a Participant who has transferred to Canada to be employed
by the Company in Canada and participate in the IPSCO Inc. Canadian
Supplemental Retirement Benefit Plan, or any other Canadian 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 of the date of transfer
to Canada.  Such frozen benefits shall be
calculated based on the Transferred Participant’s Continuous Service and
Earnings with respect to service rendered in the United States only as of 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 Canada.


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 



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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 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 71st 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)



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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


(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 that is 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

  
	
   

  	
  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)

  
	
   

  	
  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 and any other 

  applicable offsets as defined in the appendix

  
	
   

  	
  F

  	
  =

  	
  the Participant’s Canadian Pension Benefit

  



 



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(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 is eligible to retire pursuant to Section
5(b), the Participant shall be entitled to an annual retirement benefit,
payable in equal monthly installments, at his Normal Retirement Date, unless
otherwise specified in an appendix, equal to:


[A/B x (C-E)]-F


where


	
  

  	
  A

  	
  =

  	
  the Participant’s Continuous Service at his 

  Termination Date

  
	
   

  	
  B

  	
  =

  	
  the Participant’s Accrual Period

  
	
   

  	
  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 and any other 

  applicable offsets as specified in an appendix

  
	
   

  	
  F

  	
  =

  	
  the Participant’s Canadian Pension Benefit

  



 


(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.


 



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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 (as defined
in Appendix A1).


(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 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 a group of Persons acting jointly or in 



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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
nonemployee continuing directors.


(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;


 



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(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 25-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


(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


 



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(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.


(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.


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



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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 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.


 



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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 _________ day of _____________________, 2006.


	
  

  	
   

  
	
  (CORPORATE SEAL)

  	
  IPSCO INC. (acting for and on behalf

  of IPSCO ENTERPRISES INC.)

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Its: 

  	
   

  	
   

  	
  Its: 

  	
   

  
					



 



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Appendix A1


For Group
Executives


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 are not eligible for a 401(k) Shadow Account.


2.               Final Earnings — For Group Executives,
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
A1, 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,
and 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; provided, however, that for a Participant whose Termination
Date occurs on or after age 60, Earnings shall not be limited by the Earnings
Limit.


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, Participant
excludes senior executives as defined under 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.               Continuous Service — For purposes of
Section 6(a)(i), each complete month of Continuous Service performed in the
U.S. is adjusted by multiplying by the following factor:


For service to December 31, 1990:


$3,333 CAD + 0.5 (monthly salary - $3,333 CAD)


Monthly salary


For service after January 1, 1991:


$5,000 CAD + 0.5 (monthly salary - $5,000 CAD)


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 has a
spouse at the time payments commence.



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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.



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Appendix A2


For U.S.
Expatriates


The terms of the Plan as
applicable to participants of The Pension Plan for U.S. Expatriates of IPSCO
Inc. (“U.S. Expatriates”) are as set forth herein.


1.               401(k) Shadow Account —U.S. Expatriates
are not eligible for a 401(k) Shadow Account.


2.               Final Earnings — For 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
A2, 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, and Earnings are limited by the Earnings Limit (as
defined in Appendix A1) for a Participant whose Termination Date occurs prior
to age 60; provided, however, that for a Participant whose Termination Date
occurs on or after age 60, Earnings shall not be limited by the Earnings Limit.


3.               Participant — For purposes 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.               Continuous Service — For purposes of
Section 6(a)(i), each complete month of Continuous Service after December 31,
1992 is adjusted by multiplying 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 has a
spouse 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.



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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                      .


3.               Continuous Service  — With respect to
Section 1.08 of the Plan, Continuous Service for Vicki Avril begins on May 12,
2004.



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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                .


3.               Continuous Service — With respect to
Section 1.08 of the Plan, Continuous Service for David Britten begins on July
1, 1985.


 



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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 __________.


3.               Continuous Service — With respect to
Section 1.08 of the Plan, Continuous Service for Greg Maindonald begins on January
1, 1976.



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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 __________.


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 __________.


3.               Continuous Service — With respect to
Section 1.08 of the Plan, Continuous Service for Les Lederer begins on March 1,
2005.



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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 __________.


3.               Continuous Service  — With respect to
Section 1.08 of the Plan, Continuous Service for Joseph Russo begins on March
1, 1983.


4.               Additional Offsets — For purposes of
Section 6(a)(v) and item E under Sections 7(a) and 8(a), the Participant’s RRSP
Benefit is treated as an additional offset. 
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 of
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
Canadian Pension Plan Master Trust..


5.               Non duplication of Benefits — The
benefits provided under this Appendix G shall be inclusive of the assets held
for the benefit of Mr. Russo in the IPSCO Inc. Employee Compensation Trust -
Account # __________



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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 __________.


3.               Continuous Service  — With respect to
Section 1.08 of the Plan, Continuous Service for David Sutherland begins on
October 17, 1977.



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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 __________.


3.               Continuous Service — With respect to
Section 1.08 of the Plan, Continuous Service for John Tulloch begins on July 1,
1977


 



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