**SHAREHOLDER RIGHTS PLAN AGREEMENT**
**Dated as of November 4, 2005**
****
**BETWEEN**
**CAMBIOR INC.**
**- and -**
**CIBC MELLON TRUST COMPANYas Rights Agent**



**McCarthy Tétrault LLP**
**Le
Windsor**
**1170
Peel Street**
**Montreal, Quebec**
**H3B 4S8**


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TABLE OF CONTENTSARTICLE
    1 INTERPRETATION
    11.1
    CERTAIN DEFINITIONS
    11.2
    PERCENTAGE OF VOTING SHARES BENEFICIALLY
    OWNED
    141.3
    CURRENCY
    141.4
    NUMBER AND GENDER
    141.5
    DESCRIPTIVE HEADINGS AND REFERENCES
    141.6
    ACTING JOINTLY OR IN CONCERT
    141.7
    HOLDER
    15ARTICLE
    2 THE RIGHTS
    152.1
    EVIDENCE OF HOLDINGS OF
    RIGHTS
    152.2
    INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS;
    DETACHMENT OF RIGHTS
    152.3
    ADJUSTMENTS TO EXERCISE
    PRICE; NUMBER OF RIGHTS
    182.4
    DATE ON WHICH EXERCISE IS EFFECTIVE
    212.5
    EXECUTION, AUTHENTICATION, DELIVERY AND
    DATING OF RIGHTS CERTIFICATES
    212.6
    REGISTRATION, REGISTRATION OF TRANSFER AND
    EXCHANGE
    222.7
    MUTILATED, DESTROYED, LOST
    AND STOLEN RIGHTS CERTIFICATES
    232.8
    PERSONS DEEMED OWNERS
    232.9
    DELIVERY AND CANCELLATION OF CERTIFICATES
    232.10
    AGREEMENT OF RIGHTS HOLDERS
    24ARTICLE
    3 ADJUSTMENTS TO THE
    RIGHTS IN THE EVENT OF A FLIP-IN EVENT
    253.1
    FLIP-IN EVENT
    25ARTICLE
    4 THE RIGHTS AGENT
    264.1
    GENERAL
    264.2
    MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
    RIGHTS AGENT
    274.3
    DUTIES OF RIGHTS AGENT
    274.4
    CHANGE OF RIGHTS AGENT
    29ARTICLE
    5 MISCELLANEOUS
    305.1
    REDEMPTION OF RIGHTS
    305.2
    WAIVER OF FLIP-IN EVENTS
    315.3
    EXPIRATION
    315.4
    ISSUANCE OF NEW RIGHTS CERTIFICATES
    325.5
    SUPPLEMENTS AND AMENDMENTS
    325.6
    FRACTIONAL RIGHTS AND FRACTIONAL SHARES
    335.7
    RIGHTS OF ACTION
    345.8
    HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER
    345.9
    NOTICE OF PROPOSED ACTIONS
    345.10
    NOTICES
    355.11
    COSTS OF ENFORCEMENT
    355.12
    SUCCESSORS
    365.13
    BENEFITS OF THIS AGREEMENT
    365.14
    GOVERNING LAW
    365.15
    SEVERABILITY
    365.16
    DETERMINATIONS AND ACTIONS BY THE BOARD OF
    DIRECTORS
    365.17
    REGULATORY APPROVALS
    36


|5.18 | DECLARATION AS TO
    NON-CANADIAN HOLDERS | 36
|---- | ------------------------------------------ | --
|5.19 | EFFECTIVE DATE                             | 37
|5.20 | RECONFIRMATION                             | 37
|5.21 | TIME OF THE ESSENCE                        | 37
|5.22 | COUNTERPARTS                               | 37

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SHAREHOLDER RIGHTS PLAN AGREEMENT

SHAREHOLDER RIGHTS
PLAN AGREEMENTdated as of November 4, 2005 between
CAMBIOR INC., a company incorporated under laws of the Province of Quebec, (the
"Company"), and CIBC Mellon Trust Company, a trust company existing under the
laws of Canada, as rights agent (the "Rights Agent", which term shall include
any successor Rights Agent hereunder).

WHEREAS:

> (i)    
>   the Board of Directors has determined that it is advisable and in the best
>   interests of the Company to adopt a shareholder rights plan (the "Rights
>   Plan") to ensure, to the extent possible, that all shareholders of the Company
>   are treated fairly in connection with any take-over offer for the Company;
>   (ii)    
>   in order to implement the Rights Plan, the Board of Directors has:
>   (a)   authorized and declared a distribution of one right (a
>     "Right") effective the Close of Business (as hereinafter defined) on the
>     date of this Agreement in respect of each Common Share (as hereinafter
>     defined) outstanding at the Record Time (as hereinafter defined); and
>     (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);
>   (iii)  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
>   (iv)  the Company desires to appoint the Rights Agent to act on behalf of
>   the Company and the holders of Rights, and the Rights Agent has agreed to act
>   on behalf of the Company in connection with the issuance, transfer, exchange
>   and replacement of Rights Certificates (as hereinafter defined), the exercise
>   of Rights and other matters referred to herein;

NOW THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:

ARTICLE 1 INTERPRETATION

1.1     Certain Definitions

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

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- 2 -"Acquiring Person"means any Person who is the Beneficial Owner of a Significant Interest in the
outstanding Voting Shares; provided, however, that the term "Acquiring Person"
shall not include:
(a)the Company or any
  Subsidiary of the Company;

(b)any Person who becomes the
  Beneficial Owner of a Significant Interest in the outstanding Voting Shares as
  a result of one or any combination of:

> (A)
>     a Voting Share Reduction which,
>     by reducing the number of Voting Shares outstanding, increases the
>     percentage of Voting Shares Beneficially Owned by such Person to a
>     Significant Interest in the Voting Shares then outstanding,
>     (B)a Pro Rata Acquisition,
>     (C) a Permitted Bid Acquisition,
>     (D) an Exempt Acquisition, or
>     (E)
>     a Convertible Security
>     Acquisition;

provided further,
  however, that if a Person shall become the Beneficial Owner of a Significant
  Interest in the Voting Shares then outstanding by reason of any one or a
  combination of a Voting Share Reduction, a Pro Rata Acquisition, a Permitted
  Bid Acquisition, an Exempt Acquisition or a Convertible Security Acquisition
  and thereafter becomes the Beneficial Owner of more than an additional 1% of
  the outstanding Voting Shares (other than pursuant to a Voting Share
  Reduction, a Pro Rata Acquisition, a Permitted Bid Acquisition, an Exempt
  Acquisition or a Convertible Security Acquisition), then as of the date that
  such Person becomes the Beneficial Owner of such additional Voting Shares,
  such Person shall become an Acquiring Person;

(c)
  for the period of 10 days after
  the Disqualification Date (as hereinafter defined), any Person who becomes the
  Beneficial Owner of a Significant Interest in the outstanding Voting Shares as
  a result of such Person becoming disqualified from relying on Clause (B) of
  the definition of "Beneficial Owner" solely because such Person makes or
  proposes to make a Take-over Bid alone or by acting jointly or in concert with
  any other Person (the first date of public announcement (which, for purposes
  of this definition, shall include, without limitation, a report filed pursuant
  to Section 147.11 of the Quebec Securities Act or Section 101 of the Ontario
  Securities Act) by such Person or the Company of the intent to commence such a
  Take-over Bid being herein referred to as the "Disqualification Date"); and

(d)
  an underwriter or member of a
  banking or selling group that acquires Voting Shares from the Company in
  connection with a distribution of securities pursuant to a prospectus or by
  way of private placement.

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- 3 -
"Affiliate", when used to
indicate a relationship with a specified corporation, shall mean a Person that
directly, or indirectly through one or more controlled intermediaries, controls,
or is controlled by, or is under common control with, such specified
corporation.
"Agreement" means this shareholder rights plan
agreement between the Company and the Rights Agent, as may be amended and/or
supplemented or restated from time to time."Associate",
when used to indicate a relationship with a specified Person, shall mean (i) a
spouse of such specified Person, (ii) any Person of either sex with whom such
specified Person is living in a conjugal relationship outside marriage or (iii)
any relative of such specified Person or of a Person mentioned in Clauses (i) or
(ii) of this definition if that relative has the same residence as the specified
Person.
A Person shall be deemed the"Beneficial Owner" and to
have "Beneficial Ownership" of and to
"Beneficially Own":

> (i)any securities of 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
>   immediately or within 60 days of the date of the determination of Beneficial
>   Ownership and whether or not on condition or the occurrence of any contingency
>   or payment of instalments, upon the exercise of any conversion right, exchange
>   right or purchase right attaching to Convertible Securities, or pursuant to
>   any agreement, arrangement, pledge or understanding, written or oral (other
>   than customary agreements with and between underwriters and/or banking group
>   and/or selling group members with respect to a distribution of securities
>   pursuant to a prospectus or by way of private placement and other than
>   pursuant to pledges of securities in the ordinary course of business); and
>   (iii)
>   any securities which are
>   Beneficially Owned within the meaning of Clauses (i) or (ii) of this
>   definition by any other Person with which, and in respect of which securities,
>   such Person is acting jointly or in concert;
>   provided, however, that a Person shall not be deemed the
>   "Beneficial Owner" of, or to have "Beneficial Ownership" of, or to
>   "Beneficially Own", any security:
>   (A)by reason of:
>   (1)
>     such security having been
>     deposited or tendered pursuant to a Take-over Bid made by such Person or any
>     of such Person's Affiliates or Associates or any other Person referred to in
>     Clause (iii) of this definition until the earlier of such deposited or
>     tendered security being accepted unconditionally for payment or exchange or
>     being taken up and paid for, or

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- 4 -(2)
    the holder of such security
    having agreed pursuant to a Permitted Lock-up Agreement to deposit or tender
    such security pursuant to a Take-over Bid made by any such Person or any of
    such Person's Affiliates or Associates or any other Person referred to in
    Clause (iii) of this definition;

(B)
  by reason of such Person, any of
  such Person's Affiliates or Associates or any other Person referred to in
  Clause (iii) of this definition holding such security, provided that:

> (1)
>     the ordinary business of the
>     Person (in this definition, a "Manager") includes the management of
>     investment funds for others and such security is held by the Manager in the
>     ordinary course of such business in the performance of such Manager's duties
>     for the account of any other Person (in this definition, a "Client")
>     including non-discretionary accounts held on behalf of a Client by a broker
>     or dealer registered under applicable law;
>     (2)
>     the Person (in this definition,
>     a "Trust Company") is licensed to carry on the business of a trust company
>     under applicable law and, as such, acts as a trustee or administrator or in
>     a similar capacity in relation to the estates of deceased or incompetent
>     Persons (each, in this definition, an "Estate Account") or in relation to
>     other accounts (each, in this definition, an "Other Account") and holds such
>     security and is acting in the ordinary course of such duties for the Estate
>     Account or for such Other Accounts;
>     (3)such Person is a Crown
>     agent or agency (in this definition, the "Crown Agent");
>     (4)
>     the Person is established by
>     statute for purposes that include, and the ordinary business or activity of
>     such Person (in this definition, a "Statutory Body") includes, the
>     management of investment funds for employee benefit plans, pension plans,
>     insurance plans of various public bodies and the Statutory Body holds such
>     security for the purposes of its activities as such; or
>     (5)
>     the person (in this definition,
>     an "Administrator") is the administrator or trustee of one or more pension
>     funds or plans (each, in this definition, a "Plan") registered under the
>     laws of Canada or any province thereof or the corresponding laws of the
>     jurisdiction by which such Plan is governed or is such a Plan and the
>     Administrator or Plan holds such security for the purposes of its activities
>     as such;

but only if the Manager, the Trust Company,
  the Crown Agent, the Statutory Body, the Administrator or the Plan, as the
  case may be, is not then making and has not announced a current 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 entered into in the ordinary
  course of business of such Person) executed through the facilities of a stock
  exchange or an organized over-the-counter market, alone or by acting jointly
  or in concert with any other Person;

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- 5 -
(C)because such Person:

> (1)is a Client of the same
>     Manager as another Person on whose account the Manager holds such security,
>     (2)
>     has an Estate Account or an
>     Other Account with the same Trust Company as another Person on whose account
>     the Trust Company holds such security, or
>     (3)is a Plan with the same
>     Administrator as another Plan on whose account the Administrator holds such
>     security,

(D)because such Person:

> (1)is a Client of a Manager
>     and such security is owned at law or in equity by the Manager,
>     (2)
>     has an Estate Account or an
>     Other Account with a Trust Company and such security is owned at law or in
>     equity by the Trust Company, or
>     (3)is a Plan and such
>     security is owned at law or in equity by the Administrator of the Plan; or

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

"Board of Directors" shall mean the board of
directors of the Company.

"Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in Toronto or in
Montreal are authorized or obliged by law to close.

"Canadian Dollar Equivalent" of
any amount which is expressed in United States dollars shall mean, on any date,
the Canadian dollar equivalent of such amount determined by multiplying such
amount by the U.S. - Canadian Exchange Rate in effect on such date.

"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 Toronto (or, after the Separation Time,
the office of the Rights Agent in Toronto) is closed to the public.

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- 6 -"Common Shares" shall mean the
common shares in the capital of the Company."Competing Permitted
Bid"shall mean a Take-over Bid that:
(i)is made after a
  Permitted Bid or another Competing Permitted Bid has been made and prior to
  the expiry of that Permitted Bid or Competing Permitted Bid (in this
  definition, the "Prior Bid");

(ii)
  satisfies all the provisions of
  the definition of a Permitted Bid, other than the requirement set out in
  Clause (ii)(A) of the definition of Permitted Bid; and

(iii)
  contains, and the take-up and
  payment for securities tendered or deposited thereunder are subject to,
  irrevocable and unqualified conditions that:

> (A)
>     no Voting Shares shall be taken
>     up or paid for pursuant to such Take-over Bid (x) prior to the Close of
>     Business on a date that is not earlier than the later of the last day on
>     which the Take-over Bid must be open for acceptance after the date of such
>     Take-over Bid under applicable Canadian provincial securities legislation
>     and the earliest date on which Voting Shares may be taken up or paid for
>     under any Prior Bid in existence at the date of such Take-over Bid, and (y)
>     then only if, at the time that such Voting Shares are first taken up or paid
>     for, more than 50% of the then outstanding Voting Shares held by Independent
>     Shareholders have been deposited or tendered pursuant to such Take-over Bid
>     and not withdrawn; and
>     (B)
>     in the event that the
>     requirement set forth in Subclause (iii)(A)(y) of this definition 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 Common Shares for
>     not less than 10 days from the date of such public announcement,

provided always that a Competing Permitted
  Bid will cease to be a Competing Permitted Bid at any time when such bid
  ceases to meet any of the provisions of this definition and provided that, at
  such time, any acquisition of Voting Shares made pursuant to such Competing
  Permitted Bid, including any acquisitions of Voting Shares theretofore made,
  will cease to be a Permitted Bid Acquisition.

"controlled":
a body corporate is "controlled" by another Person if:

> (i)
>   securities entitled to vote in the election of directors carrying more than
>   50% 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 body corporate,
>   and "controls", "controlling" and "under
>   common control with" shall be interpreted accordingly.

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- 7 -"Convertible Securities" shall
mean, at any time, any securities issued by the Company (including rights,
warrants and options but other than the Rights) carrying any purchase, exercise,
conversion or exchange right, pursuant to which the holder thereof may acquire
Voting Shares or other securities convertible into or exercisable or
exchangeable for Voting Shares (in each case, whether such right is exercisable
immediately or after a specified period and whether or not on condition or the
happening of any contingency).
"Convertible Security Acquisition"
shall mean the acquisition of Voting Shares upon the exercise of Convertible
Securities acquired by a Person pursuant to a Permitted Bid Acquisition, an
Exempt Acquisition or a Pro Rata Acquisition.
"Co-Rights Agent" shall have the meaning ascribed
thereto in Subsection 4.1(a)."Companies Act"shall mean the Companies Act (Quebec), as it may be amended from time to
time, and the regulations made thereunder and any comparable or successor laws
or regulations thereto."Election to Exercise" shall have the meaning
attributed thereto in Subsection 2.2(d).
"Exempt Acquisition" shall mean
an acquisition of Voting Shares or Convertible Securities (i) in respect of
which the Board of Directors has waived the application of Section 3.1 pursuant
to the provisions of Section 5.2 hereof, or (ii) pursuant to a distribution of
Voting Shares or Convertible Securities (and the conversion or exchange of such
Convertible Securities) made by the Company pursuant to a prospectus or private
placement provided that the Person does not acquire a greater percentage of the
securities offered in the distribution than the percentage of Voting Shares
Beneficially Owned by that Person immediately prior to the distribution, or
(iii) pursuant to an amalgamation, merger or other statutory procedure requiring
shareholder approval.
"Exercise Price" shall mean, as
of any date from and after the Separation Time, the price at which a holder of a
Right may purchase the securities issuable upon exercise of one whole Right
which, subject to adjustment in accordance with the terms hereof, shall be an
amount equal to four times the Market Price per Common Share determined as at
the Separation Time.
"Expansion Factor" shall have the meaning
ascribed thereto in Clause 2.3(b)(x).
"Expiration Time" shall mean the
earlier of (i) the Termination Time, and (ii) the close of the third annual
meeting of holders of Voting Shares of the Company following the annual meeting
of such holders at which this Agreement is first approved by resolution passed
by the holders of Voting Shares in accordance with Section 5.20, unless the term
of this Agreement is extended with the approvals required under Section 5.5.
"Flip-in Event" shall mean a transaction in which
any Person becomes an Acquiring Person.

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- 8 -"Independent Shareholders" shall
mean holders of Voting Shares other than (i) any Acquiring Person, (ii) any
Offeror, (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 and (v) any employee benefit plan, deferred profit sharing plan, stock
participation plan or trust for the benefit of employees of the Company or a
wholly-owned Subsidiary of the Company, unless the beneficiaries of such plan or
trust direct the manner in which such Voting Shares are to be voted or direct
whether the Voting Shares are to be tendered to a Take-over Bid."Market Price"per security of any securities on any date of determination shall mean the
average of the daily closing prices per security 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
2.3 hereof shall have caused the closing prices used to determine the Market
Price on any Trading Day 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 2.3 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 security of any securities on any date shall be:
(i)  
  closing board lot sale price or, in case 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 stock exchange in Canada on which such
  securities are listed or admitted to trading,
  (ii)   if for any reason none of such prices described in (i) above
  is available for such day or the securities are not listed or admitted to
  trading on a Canadian stock exchange, the last sale price or, if such price is
  not available, the average of the closing bid and asked prices, for each such
  security on such date as reported by such other securities exchange on which
  such securities are listed or admitted to trading, or
  (iii)  if for any reason none of such prices described in (ii) above is
  available for such day or the securities are not listed or admitted to trading
  on a Canadian stock exchange or other securities exchange, the last sale
  price, or if no sale takes place, the average of the high bid and low asked
  prices for each such security on such date in the over-the-counter market, as
  quoted by any reporting system then in use (as determined by the Board of
  Directors), or
  (iv)  if for any such date none of such prices described in (iii) above
  is available or the securities are not listed or admitted to trading on a
  Canadian stock exchange or any other securities exchange or not quoted by any
  such reporting system, the average of the closing bid and asked prices for
  such date as furnished by a professional market maker making a market in the
  securities selected in good faith by the Board of Directors;
  provided, however, that if on any such
  date none of such prices is available, the closing price per security of such
  securities on such date shall mean the fair value per security of such
  securities on such date as determined in good faith by a nationally or
  internationally recognized firm of investment dealers or investment bankers
  selected by the Board of Directors. 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 on such date at
  the Canadian Dollar Equivalent thereof.

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- 9 -"Nominee" shall have the meaning ascribed thereto
in Subsection 2.2(c)."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."Offeror" shall mean a Person who
has announced an intention to make or who has made a Take-over Bid (including a
Permitted Bid or Competing Permitted Bid but excluding an Offer to Acquire
Common Shares or other securities made by a Manager, Trust Company, Crown Agent,
Statutory Body, Administrator or Plan referred to in Clause (B) of the
definition of "Beneficial Owner" pursuant to a distribution by the Company or by
means of ordinary market transactions (including pre-arranged trades entered
into in the ordinary course of business of such Person) in the circumstances
contemplated in said Clause (B), but only so long as the Take-over Bid so
announced or made has not been withdrawn or terminated or has not expired).
"Offeror's Securities" shall mean the aggregate
of the Voting Shares Beneficially Owned on the date of an Offer to Acquire by an
Offeror."Permitted Bid"shall mean a Take-over Bid which is made by an Offeror by means of a take-over
bid circular and which also complies with the following additional provisions:
(i)the Take-over Bid is made
  to all holders of Voting Shares, other than the Offeror; and

(ii)
  the Take-over Bid shall contain,
  and the take-up and payment for securities tendered or deposited thereunder
  shall be subject to, irrevocable and unqualified conditions that:

> (A)
>     no Voting Shares shall be taken up or
>     paid for pursuant to the Take-over Bid (x) prior to the Close of Business on
>     a date which is not earlier than 60 days following the date the take-over
>     bid circular is sent to shareholders of the Company and (y) then only if, at
>     the Close of Business on the date Voting Shares are first taken up or paid
>     for under the Take-over Bid, more than 50% of the then outstanding Voting
>     Shares held by Independent Shareholders have been deposited or tendered
>     pursuant to the Take-over Bid and not withdrawn;

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- 10 -
(B)
    Voting Shares may be deposited
    pursuant to such Take-over Bid, unless such Take-over Bid is withdrawn, at
    any time prior to the Close of Business on the date Voting Shares are first
    taken up or paid for under the Take-over Bid;

(C)any Voting Shares
    deposited pursuant to the Take-over Bid may be withdrawn until taken up and
    paid for; and

(D)
    in the event that the
    requirement set forth in Subclause (ii)(A)(y) of this definition is
    satisfied, the Offeror will make a public announcement of that fact and the
    Take-over Bid will remain open for deposits and tender of Voting Shares for
    not less than 10 days from the date of such public announcement;

provided always that a Permitted Bid will
  cease to be a Permitted Bid at any time when such bid ceases to meet any of
  the provisions of this definition and provided that, at such time, any
  acquisition of Voting Shares made pursuant to such Permitted Bid, including
  any acquisition of Voting Shares theretofore made, will cease to be a
  Permitted Bid Acquisition;

"Permitted Bid Acquisition" shall mean an
acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing
Permitted Bid.

"Permitted Lock-Up
Agreement"means an agreement between a Person and one
or more holders of Voting Shares or Convertible Securities (each a "Locked-up
Person") (the terms of which are publicly disclosed and a copy of which is made
available to the public (including the Company) not later than the date the
Lock-up Bid (as defined below) is publicly announced or, if the Lock-up Bid has
been made prior to the date on which such agreement is entered into, forthwith,
and in any event not later than the date of such agreement), pursuant to which
each such Locked-up Person agrees to deposit or tender Voting Shares or
Convertible Securities (or both) to a Take-over Bid (the "Lock-up Bid") made or
to be made by the Person or any of such Person's Affiliates or Associates or any
other Person referred to in Clause (iii) of the definition of Beneficial Owner;
provided that:

> (i)

> (A)

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- 11 -
(B)(1) permits the Locked-up
    Person to withdraw the Voting Shares or Convertible Securities from the
    agreement in order to tender or deposit the Voting Shares or Convertible
    Securities to another Take-over Bid, or to support another transaction that
    provides for a consideration for each Voting Share or Convertible Security
    that exceeds by as much as or more than a specified amount (the "Specified
    Amount") the consideration for each Voting Share or Convertible Security
    contained in or proposed to be contained in, and is made for at least the
    same number of Voting Shares or Convertible Securities as, the Lock-up Bid;
    and

(2)
    does not by its terms provide
    for a Specified Amount that is greater than 7% over the consideration for
    each Voting Share or Convertible Security contained in or proposed to be
    contained in the Lock-up Bid;

and, for greater clarity, the agreement may
  contain a right of first refusal or permit a period of delay to give such
  Person an opportunity to at least match a higher consideration in another
  Take-over Bid and may provide for any other similar limitation on a Locked-up
  Person's right to withdraw Voting Shares or Convertible Securities (or both)
  from the agreement, as long as the Locked-Up Person can accept another bid or
  tender to another transaction; and

(ii)no "break-up" fees,
  "top-up" fees, penalties, expenses or other amounts that exceed in the
  aggregate the greater of:

> (A)the cash equivalent of
>     21⁄2% of the price or value payable under the Lockup Bid to a Locked-up
>     Person; and
>     (B)
>     50% of the amount by which the
>     price or value payable under another Take-over Bid or transaction to a
>     Locked-up Person exceeds the price or value of the consideration that such
>     Locked-up Person would have received under the Lock-up Bid,
>     shall be payable by a Locked-up Person
>     pursuant to the agreement in the event a Locked-up Person fails to deposit
>     or tender Voting Shares or Convertible Securities (or both) to the Lock-up
>     Bid, withdraws Voting Shares or Convertible Securities (or both) previously
>     tendered thereto or supports another transaction.

"Person" shall include any
individual, firm, partnership, syndicate, association, trust, trustee, executor,
administrator, legal personal representative, government, governmental body or
authority, Company or other incorporated or unincorporated organization.

"Pro Rata Acquisition" shall mean
an acquisition by a Person of Voting Shares or Convertible Securities (i) as a
result of a stock dividend, a stock split or other event pursuant to which such
Person receives or acquires Voting Shares or Convertible Securities on the same
pro rata basis as all other holders of Voting Shares of the same class or series
of the Company, or (ii) pursuant to a regular dividend reinvestment or other
plan of the Company made available by the Company to the holders of Voting Shares where such plan permits the holder to
direct that the dividends paid in respect of such Voting Shares be applied to
the purchase from the Company of further securities of the Company, or (iii)
pursuant to the receipt and/or exercise of rights (other than the Rights) issued
by the Company to all of the holders of a series or class of Voting Shares on a
pro rata basis to subscribe for or purchase Voting Shares or Convertible
Securities, provided that the Person does not acquire a greater percentage of
the securities issuable on exercise of such rights than the percentage of Voting
Shares Beneficially Owned by that Person immediately prior to the commencement
of the offering of rights and that such rights are acquired directly from the
Company and not from any other Person.

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- 12 -
"Quebec Securities
Act"shall mean the Securities Act (Quebec), as
it may be amended from time to time and the regulations made hereunder and any
comparable or successor laws or regulations thereto."Record Time" shall mean the Close of Business on
the date of this Agreement.
"Redemption Price" shall have the meaning
attributed thereto in Section 5.1.
"Rights" shall mean the herein described rights
to purchase securities pursuant to the terms and subject to the conditions set
forth herein.
"Rights Certificate" shall mean
the certificates representing the Rights after the Separation Time which shall
be substantially in the form attached hereto as Exhibit A or such other form as
the Company and the Rights Agent may agree.
"Rights Register" shall have the meaning ascribed
thereto in Subsection 2.6(a)."Ontario Securities
Act"shall mean the Securities Act (Ontario),
as it may be amended from time to time, and the regulations made thereunder and
any comparable or successor laws or regulations thereto.
"Separation Time"shall mean the Close of Business on the tenth Business Day after the earliest
of:
(i) the Stock
  Acquisition Date;
  (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 Competing
  Permitted Bid); and
  (iii) the date
  upon which a Permitted Bid or Competing Permitted Bid ceases to be such;
or such later date as may be determined by the
Board of Directors in good faith; 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 the purposes of this provision,
never to have been made.

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- 13 -"Significant Interest" a Person has a Significant
Interest in the Voting Shares where that Person Beneficially Owns 20% or more of
the outstanding Voting Shares.
"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 147.11 of the Quebec Securities Act or Section 101 of the Ontario
Securities Act) by the Company or an Acquiring Person of facts indicating that
an Acquiring Person has become such."Subsidiary":
a body corporate is a Subsidiary of another body corporate if:
(i)
  it is controlled by (A) that other, or (B) that other and one or more bodies
  corporate, each of which is controlled by that other, or (C) two or more
  bodies corporate, each of which is controlled by that other; or
  (ii) it is a
  Subsidiary of a body corporate that is that other's Subsidiary."Take-over Bid" means an Offer to
Acquire Voting Shares or Convertible Securities (or both), where the Voting
Shares subject to the Offer to Acquire together with the Voting Shares which the
securities subject to the Offer to Acquire are convertible into, exchangeable
for or otherwise entitled to acquire and the Offeror's Securities, constitute a
Significant Interest in the outstanding Voting Shares at the date of the Offer
to Acquire.
"Termination Time" shall mean the time at which
the right to exercise Rights shall terminate pursuant to Subsection 5.1(d)
hereof.
"Trading Day" when used with
respect to any securities, shall mean a day on which the principal Canadian
securities 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 securities exchange, a Business Day."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; or
  (ii) in any other case, the rate for such date for the conversion of one
  United States dollar into Canadian dollars calculated in such manner as may be
  determined by the Board of Directors from time to time acting in good faith."Voting Share Reduction" means an acquisition or
a redemption by the Company of Voting Shares.
"Voting Shares" shall mean
collectively the Common Shares of the Company and any other shares in the
capital stock or voting interests of the Company entitled to vote generally in
the election of directors.

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- 14 -1.2
Percentage of
Voting Shares Beneficially Owned

For the purposes of this Agreement,
the percentage of Voting Shares Beneficially Owned by any Person shall 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 purposes of both A and B above, but no other
unissued Voting Shares shall, for the purposes of such calculation, be deemed to
be outstanding.

1.3

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

1.4

Wherever the context so requires,
terms used herein importing the singular number only shall include the plural
and vice versa and words importing any one gender shall include all others.

1.5

Descriptive headings and the Table of
Contents appear herein for convenience of reference only and shall not affect
the meaning or construction of any of the provisions hereof. All references to
Articles, Sections, Subsections, Clauses and Exhibits are to the articles,
sections, subsections, clauses and exhibits forming part of this Agreement. The
words "hereto", "herein", "hereof", "hereunder", "this Agreement" and similar
expressions refer to this Agreement including the Exhibits, as the same may be
amended, modified or supplemented from time to time.

1.6

For purposes of this Agreement, a
Person is acting jointly or in concert with every other Person who is a party to
any agreement, commitment or understanding (whether formal or informal and
whether or not in writing) with the first mentioned Person to acquire or offer
to acquire Voting Shares (other than customary agreements with and between
underwriters and/or banking group and/or
selling group members with respect to a distribution of securities pursuant to a
prospectus or by way of private placement and other than pursuant to pledges of
securities in the ordinary course of business).

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- 15 -1.7
Holder

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, of the associated
Common Shares).

ARTICLE 2 THE RIGHTS

2.1

(a)

"Until the Separation
Time (as such term is defined in the Rights Agreement referred to below), this
certificate also evidences and entitles the holder hereof to certain Rights as
set forth in the Shareholder Rights Plan Agreement dated as of November 4, 2005,
as amended from time to time (the "Rights Agreement"), between Cambior Inc. (the
"Company") and CIBC Mellon Trust Company, as Rights Agent, the terms of which
are hereby incorporated herein by reference and a copy of which is on file and
may be inspected during normal business hours at the principal executive office
of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be amended, 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 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
Rights Agreement to the holder of this certificate without charge promptly after
the receipt of a written request therefor."

Certificates
representing Common Shares that are issued and outstanding 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.

(b)

2.2

(a)

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- 16 -
(b)Until the Separation Time, (i)
the Rights shall not be exercisable and no Right may be exercised, and (ii) for
administrative purposes, each Right will be evidenced by the certificate for the
associated Common Share registered in the name of the holder thereof (which
certificate shall be deemed to represent a Rights Certificate) and will be
transferable only together with, and will be transferred by a transfer of, such
associated Common Share.

(c)From and after the Separation
Time and prior to the Expiration Time, the Rights may be exercised and the
registration and transfer of the Rights shall be separate from and independent
of Common Shares. Promptly following the Separation Time, the Company will
prepare and the Rights Agent will mail to each holder of record of Common Shares
as of the Separation Time (other than an Acquiring Person and, in respect of any
Rights Beneficially Owned by such Acquiring Person which are not held of record
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),

> (i)a Rights Certificate, in
>   substantially the form set out in 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 or judicial
>   or administrative order made pursuant thereto or with any rule or regulation
>   of any self-regulatory organization, stock exchange or quotation system on
>   which the Rights may from time to time be listed or traded, or to conform to
>   standard usage, and
>   (ii)a disclosure statement
>   prepared by the Company describing the Rights;

provided that a Nominee shall be sent the
materials provided for in Clauses (i) and (ii) 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 at its office in the City of
Toronto, Canada or at any other office of the Rights Agent in the cities
designated (with the approval of the Rights Agent) from time to time for that
purpose by the Company:

> (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 his executors or administrators
>   or other personal representatives or his legal attorney duly appointed by an
>   instrument in writing in form and executed in a manner satisfactory to the
>   Rights Agent; and

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- 17 -
(ii)payment by certified cheque
  or money order payable to the Rights Agent for credit to or 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 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 a completed Election to Exercise appropriately completed and
duly executed which does not indicate that such Right is null and void as
provided by Subsection 3.1(b), accompanied by payment as set forth in Clause
2.2(d)(ii), the Rights Agent (unless otherwise instructed in writing by the
Company) will thereupon promptly:

> (i)register the number of
>   Common Shares to be purchased in the securities register of the Company in
>   such name or names as may be designated by such holder of a Rights Certificate
>   or, upon written request of such holder, requisition from the transfer agent
>   of the Company certificates for the number of Common Shares to be purchased
>   (the Company hereby irrevocably agreeing to authorize its transfer agent to
>   comply with all such requisitions),
>   (ii)
>   after receipt of any certificates
>   referred to in Clause 2.2(e)(i), deliver such certificates 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,
>   (iii)when appropriate,
>   requisition from the Company the amount of cash to be paid in lieu of issuing
>   fractional Common Shares,
>   (iv)after receipt, deliver such
>   cash referred to in Clause 2.2(e)(iii) to or to the order of the registered
>   holder of the Rights Certificate, and
>   (v)tender to the Company all
>   payments received on exercise of the Rights.

(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 Common Shares delivered upon
>   exercise of Rights shall, at the time of delivery of the certificates for or
>   registration in the Company's securities register of such Common Shares
>   (subject to payment of the Exercise Price), be duly and validly authorized,
>   executed, issued and delivered as fully paid and non-assessable;

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- 18 -
(ii)
  cause to be reserved and kept
  available out of its authorized and unissued Common Shares, the number of
  Common Shares that, as provided in this Agreement, will from time to time be
  sufficient to permit the exercise in full of all outstanding Rights;

(iii)
  take all such action as may be
  necessary and within its power to comply with any applicable requirements of
  the Companies Act, the Quebec Securities Act and the Ontario Securities Act
  and the securities statute or comparable legislation of each of the other
  provinces and territories of Canada, and other applicable securities laws in
  other applicable jurisdictions and the rules and regulations thereunder, and
  any other applicable law, rule or regulation, in connection with the issuance
  and delivery of the Rights Certificates and the issuance of any Common Shares
  upon exercise of Rights;

(iv)
  use reasonable efforts to cause
  all Common Shares issued upon exercise of Rights to be listed upon issuance on
  the Toronto Stock Exchange and each other stock exchange on which the Common
  Shares are then listed or admitted to trading at that time;

(v)
  pay when due and payable any and
  all Canadian or foreign federal, provincial, state or other transfer taxes
  (not in the nature of income or withholding taxes) and charges which may be
  payable in respect of the original issuance or delivery of the Rights
  Certificates or certificates for Common Shares or registration of the Common
  Shares in the securities register of the Company; provided that the Company
  shall not be required to pay any transfer tax or charge which may be payable
  in respect of the transfer or delivery of Rights Certificates or the issuance
  or delivery of certificates for Common Shares or registration of the Common
  Shares in the securities register of the Company in a name other than that of
  the holder of the Rights being transferred or exercised; and

(vi)
  after the Separation Time, except
  as permitted by Section 5.1, not take (or permit any Subsidiary 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 to
  be afforded by the Rights.

2.3

(a)

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- 19 -
(b)In the event the Company
shall at any time after the Separation Time and prior to the Expiration Time:

> (i)declare or pay a dividend
>   on the Common Shares of the Company payable in Common Shares (or securities
>   exchangeable for or convertible into or giving a right to acquire Common
>   Shares) 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
>   securities exchangeable for or convertible into or giving a right to acquire
>   Common Shares) in respect of, in lieu of, or in exchange for existing Common
>   Shares;

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 as follows:

> (x) 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 (the "Expansion Factor") that a holder of one Common
>   Share immediately prior to such dividend, subdivision, change, consolidation
>   or issuance would hold thereafter as a result thereof (assuming the exercise
>   of all such exchange, conversion or acquisition rights, if any); and
>   (y) 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, consolidation or
>   issuance, so that each such Common Share will have exactly one Right
>   associated with it.

(c)If the Company shall, at any
time after the Record Time and prior to the Separation Time, issue any Common
Shares otherwise than in a transaction referred to in Subsection 2.3(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
Common Share.

(d)If, after the Separation Time and
prior to the Expiration Time, the Company shall issue any shares of capital
stock other than Common Shares (or other securities exchangeable for or
convertible into or giving a right to acquire shares of any such capital stock)
in a transaction of a type described in Clause 2.3(b)(i) or (iv), the shares of
such capital stock shall be treated herein as nearly equivalent to Common Shares
to the extent practicable and appropriate under the circumstances and the shares
purchasable upon exercise of Rights shall be adjusted as necessary such that the
shares purchasable upon exercise of each Right after such adjustment will be the
shares that a holder of the shares purchasable upon exercise of one Right
immediately prior to such issuance would hold thereafter as a result of such
issuance. Notwithstanding Section 5.5, the Company and the Rights Agent are
authorized and agree to amend this Agreement in order to give effect to the
foregoing.

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- 20 -
(e)If an event occurs which
would require an adjustment under both this Section 2.3 and Section 3.1 hereof,
the adjustment provided for in this Section 2.3 shall be in addition to, and
shall be made prior to, any adjustment required pursuant to Section 3.1 hereof.

(f)Notwithstanding anything
herein to the contrary, no adjustment of the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least one
percent in such Exercise Price; provided, however, that any adjustments which by
reason of this Subsection 2.3(e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All adjustments
made pursuant to this Section 2.3 shall be made to the nearest cent or to the
nearest ten-thousandth of a Common Share, as the case may be.

(g)If as a result of an
adjustment made pursuant to this Section 2.3, the holder of any Right thereafter
exercised shall become entitled to receive any securities other than Common
Shares, thereafter the number of such other securities 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
this Section 2.3 and the provisions of this Agreement with respect to the Common
Shares shall apply on like terms to any such other securities.

(h)All Rights issued by the
Company subsequent to any adjustment made to the 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.

(i)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.

(j)In any case in which this
Section 2.3 shall require that an adjustment in the 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.

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- 21 -
(k)Notwithstanding anything in
this Section 2.3 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 2.3, as and to the extent that in their good faith
judgment the Board of Directors shall determine to be advisable in order that
any (i) subdivision or consolidation of the Common Shares, (ii) issuance (wholly
or in part for cash) of any Common Shares or securities that by their terms are
exchangeable for or convertible into or give a right to acquire Common Shares,
(iii) stock dividends or (iv) issuance of rights, options or warrants referred
to in this Section 2.3, 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 the
provisions hereof, 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)Whenever an adjustment to the
Exercise Price or the securities purchasable upon exercise of the Rights is made
pursuant to this Section 2.3, the Company shall promptly:

> (i)file with the Rights Agent
>   and with the transfer agent for the Common Shares (if different than the
>   Rights Agent) a certificate specifying the particulars of such adjustment, and
>   (ii)cause notice of the
>   particulars of such adjustment to be given to the holders of the Rights.

Failure to file such certificate or to cause such notice to be
given as aforesaid, or any defect therein, shall not affect the validity of any
such adjustment.

2.4

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 Subsection 2.2(e) (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.

2.5

(a)

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- 22 -
(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 a disclosure statement describing the
Rights, and the Rights Agent shall countersign (manually or by facsimile
signature in a manner reasonably satisfactory to the Company) and deliver such
Rights Certificates and disclosure statement to the holders of the Rights
pursuant to Subsection 2.2(c). 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.

2.6

(a)

(b)

(c)

(d)

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- 23 -2.7
Mutilated,
Destroyed, Lost and Stolen Rights Certificates

(a)

(b)

(c)

(d)

2.8

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 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, of the
associated Common Shares).

2.9

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 2.9, 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.

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- 24 -2.10Agreement of Rights
Holders

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

(a)

(b)

(c)

(d)

(e)

(f)

(g)

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- 25 -ARTICLE 3 ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF A FLIP-IN EVENT
3.1
Flip-in Event

(a)

(b)

> (i)

(ii)

shall become null and void without any
  further action and any holder of such Rights (including transferees or other
  successors in title) shall thereafter have no right to exercise or transfer
  such Rights under any provision of this Agreement and shall have no other
  rights whatsoever with respect to such Rights, whether under any provision of
  this Agreement or otherwise. The holder of any Rights represented by a Rights
  Certificate which is submitted to the Rights Agent upon exercise or for
  registration of transfer or exchange which does not contain the necessary
  certifications set forth in the Rights Certificate establishing that such
  Rights are not void under this Subsection 3.1(b) shall be deemed to be an
  Acquiring Person for the purposes of this Subsection 3.1(b) and such rights
  shall be null and void.

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- 26 -
(c)Any Rights Certificate that
represents Rights Beneficially Owned by a Person described in either Clause
3.1(b)(i) or Clause 3.1(b)(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 Rights
>   Certificate were issued to a Person who was an Acquiring Person, or an
>   Affiliate or an Associate of an Acquiring Person, or a Person acting jointly
>   or in concert with any of them (as such terms are defined in the Rights
>   Agreement). This Rights Certificate and the Rights represented hereby shall
>   become void in the circumstances specified in Subsection 3.1(b) of the Rights
>   Agreement."

provided, however, 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 in writing 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. This
issuance of a Rights Certificate without the legend referred to in this
Subsection 3.1(c) shall be of no effect on the provisions of Subsection 3.1(c).

ARTICLE 4 THE RIGHTS AGENT

4.1

(a)

(b)

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- 27 -
(c)The Company shall inform the
Rights Agent in a reasonably timely manner of events which may materially affect
the administration of this Agreement by the Rights Agent and, at any time upon
request shall provide to the Rights Agent an incumbency certificate certifying
the then current officers of the Company.

4.2

(a)

(b)

4.3

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)

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- 28 -
(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 a person
believed by the Rights Agent to be the Chief Executive Officer, the Chief
Financial Officer or the 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, omitted 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
Subsection 3.1(b)) or any adjustment required under the provisions of Section
2.3 or responsible for the manner, method or amount of any such 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 2.3 hereof 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 non-assessable;

(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 may retain any
cash held in connection with fulfilling its obligations hereunder in its deposit
department or that of an Affiliate; but the Rights Agent or its Affiliate shall
not be liable to account for any interest thereon to the Company other than at a
rate established from time to time by the Rights Agent or its Affiliate, as
applicable;

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- 29 -
(h)The Rights Agent is hereby
authorized and directed to accept instructions with respect to the performance
of its duties hereunder from any person believed by the Rights Agent to be the
Chief Executive Officer, the Chief Financial Officer or the 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, omitted or
suffered by it in good faith in accordance with instructions of any such Person;

(i)The Rights Agent and any
shareholder, 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; and

(j)The Rights Agent may execute
and exercise any of the 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 good faith in the selection and continued employment
thereof.

4.4

The Rights Agent may resign and be
discharged from its duties under this Agreement upon 60 days' notice (or such
lesser notice as is acceptable to the Company) in writing mailed to the Company
and to the transfer agent of Common Shares (if different than the Rights Agent)
by registered or certified mail, and to the holders of the Rights in accordance
with Section 5.10, all of which shall be at the expense of the Company . The
Company may remove the Rights Agent upon 30 days' notice in writing, mailed to
the Rights Agent and to the transfer agent of the Common Shares by registered or
certified mail, and to the holders of the Rights in accordance with Section
5.10. 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 (at the Company's
expense) 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 Company incorporated under the
laws of Canada or a province thereof authorized to carry on the business of a
trust company in the Province of Quebec. 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, upon receipt of any and all outstanding
amounts owing pursuant to this Agreement, shall deliver and transfer to the
successor Rights Agent any property

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- 30 -
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 the
transfer agent of the Common Shares, and mail a notice thereof in writing to the
holders of the Rights. Failure to give any notice provided for in this Section
4.4, however, or any defect therein, shall 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 5 MISCELLANEOUS
5.1Redemption of Rights

(a)

> (A)

(B)

elect to redeem all but not less than all of
the then outstanding Rights at a redemption price of $0.001 per Right,
appropriately adjusted in a manner analogous to the applicable adjustment
provided for in Section 2.3, if an event of the type analogous to any of the
events described in Section 2.3 shall have occurred (such redemption price being
herein referred to as the "Redemption Price").

(b)

(c)

(d)

(e)

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- 31 -
(f)Upon the Rights being
redeemed pursuant to Subsection 5.1(c), all the provisions of this Agreement
shall continue to apply as if the Separation Time had not occurred and Rights
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.

5.2

(a)

(b)

(c)

> (i)

(ii)

5.3

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 Subsection 4.1(a) hereof.

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- 32 -5.4
Issuance of
New Rights Certificates

Notwithstanding any of the provisions of this Agreement or of
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 the 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.

5.5

> (a)

(b)

(c)

(d)

> (i)

(ii)

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- 33 -Any such amendment shall, unless the Board of
Directors otherwise stipulates, 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 shall continue in effect in the form
so confirmed. If such amendment is rejected by the holders of Voting Shares or
the holders of Rights or is not submitted to the holders of Voting Shares 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 or if such a meeting of the
holders of Rights is not called within 90 days, at the end of such period, 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 holders
of Voting Shares or holders of Rights as the case may be.
(e)Any approval of the holders
of Voting Shares required under this Agreement shall be deemed to have been
given if the action requiring such approval is approved by (i) affirmative votes
of the holders of Voting Shares present or represented in person or by proxy and
entitled to vote at a meeting of such holders duly held in accordance with
applicable laws and the by-laws of the Company and representing a majority of
the votes cast in respect thereof or (ii) a written instrument signed by holders
of over 50% of the outstanding Voting Shares that are held by Independent
Shareholders.

(f)Any approval of the holders
of Rights required under this Agreement 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, the Companies Act and any other applicable law, rule or regulation with
respect to meetings of shareholders of the Company.

5.6

(a)

(b)

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- 34 -5.7
Rights of
Action

Subject to the terms of this
Agreement, 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; and 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,
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 in the manner provided in such holder's Rights
Certificate and in this Agreement. 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.

5.8

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 such 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 (except as
provided in Section 5.9 hereof), or to receive dividends or subscription rights
or otherwise, until such Rights shall have been exercised in accordance with the
provisions hereof.

5.9

If after the Separation Time and prior to the Expiration Time:

> (i)

(ii)

then, in each such case, the Company shall
give to each holder of a Right, in accordance with Section 5.10, a notice of
such event or proposed action, which shall specify the date on which such change
to the Rights, liquidation, dissolution or winding up occurred or is to take
place, and such notice shall be so given within 10 Business Days after the
occurrence of a change to the Rights and not less than 20 Business Days prior to
the date of taking such proposed action by the Company.

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- 35 -5.10    NoticesNotices 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 or sent by first class mail, postage prepaid or sent by
fax, addressed (until another address is filed in writing with the Rights Agent)
as follows:
Cambior Inc. 
  1111 Saint-Charles Street West 
  East Tower, Suite 750 
  Longueuil (Quebec) 
  J4K 5G4
  Attention:     Corporate Secretary 
  Fax No.:         450-677-3382
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 or sent by first-class mail, postage prepaid or sent
by fax, addressed (until another address is filed in writing with the Company)
as follows:
CIBC Mellon Trust 
  2001 University Street 
  Montreal, Quebec 
  H3A 2A6
  Attention:     Senior Account Manager 
  Cambior Inc. 
  Fax No.:         (514) 285-3640
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 or sent by first-class mail, postage prepaid, addressed to
such holder at the address of such holder as it appears upon the Rights Register
(as defined in Subsection 2.6(a)) or, prior to the Separation Time, on the
registry books of the Company for the Common Shares. Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the holder
receives the notice.5.11    Costs of EnforcementThe Company agrees that if the
Company fails to fulfil any of its obligations pursuant to this Agreement, then
the Company will reimburse the holder of any Rights for the costs and expenses
(including legal fees) reasonably incurred by such holder in actions to enforce
his rights pursuant to any Rights or this Agreement.

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- 36 -5.12    SuccessorsAll the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.5.13    Benefits of this AgreementNothing 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.5.14    Governing LawThis Agreement and each Right issued
hereunder shall be deemed to be a contract made under the laws of the Province
of Quebec 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.5.15    SeverabilityIf 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 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.5.16    Determinations and Actions by the
Board of DirectorsAll actions, calculations and
determinations (including all omissions with respect to the foregoing) which are
done or made by the Board of Directors in good faith pursuant to this Agreement,
shall not subject the Board of Directors to any liability to the holders of the
Rights.5.17    Regulatory ApprovalsAny obligation of the Company or
action or event contemplated by this Agreement, or any amendment or supplement
to this Agreement, shall be subject to receipt of any requisite approval or
consent from any governmental or regulatory authority having jurisdiction
including, while any securities of the Company are listed and admitted to
trading thereon, the Toronto Stock Exchange.5.18    Declaration as to Non-Canadian
HoldersIf, 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, in which such
issue or delivery would be unlawful without registration of the relevant Persons
or securities for such purposes. If it would be necessary in any jurisdiction
other than Canada to register any of the Rights or securities issuable on
exercise of Rights prior to such issue or delivery, the Company will use its
best efforts to establish procedures whereby shareholders entitled to such
Rights, or holders of Rights entitled to securities upon the exercise of Rights,
will have the ability to trade or exercise such Rights, or and be issued such
securities, without the need to register those securities in the jurisdiction in
which they reside, through the establishment of a trustee to hold and sell such
securities in Canada, or such other mechanism as the Board of Directors believes
is appropriate.

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- 37 -5.19    Effective DateThis Agreement is effective and in
full force and effect in accordance with its terms from and after the date
hereof. At the first annual or special meeting of holders of Voting Shares of
the Company following the date hereof, the Company shall request confirmation of
this Agreement by the holders of its Voting Shares. If this Agreement is not
confirmed by a majority of the votes cast by holders of Voting Shares who vote
in respect of confirmation of this Agreement at such meeting, then this
Agreement and all outstanding Rights shall terminate and be void and of no
further force and effect on and from the close of business on the date of
termination of such meeting.5.20    ReconfirmationNotwithstanding the confirmation of
this Agreement pursuant to Section 5.19, this Agreement must be reconfirmed by a
resolution passed by a majority of greater than 50% of the votes cast by holders
of Voting Shares who vote in respect of this matter at the third annual meeting
following the meeting at which this Agreement is confirmed pursuant to Section
5.19. If the Agreement is not so reconfirmed or is not presented for
reconfirmation at such annual meeting, the Agreement and all outstanding Rights
shall terminate and be void and of no further force and effect on and from the
date of termination of the annual meeting; provided that termination shall not
occur if a Flip-in Event has occurred (other than a Flip-in Event which has been
waived pursuant to Section 5.1 hereof), prior to the date upon which this
Agreement would otherwise terminate pursuant to this Section 5.20.5.21    Time of the EssenceTime shall be of the essence in this Agreement.5.22    CounterpartsThis 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
one and the same instrument.

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- 38 -
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above
written.

CAMBIOR INC.Per:
      (signed) Marc
      DagenaisCIBC
      MELLON TRUST COMPANYPer:
      (signed)
      Ronald BourdonPer:
      (signed) Steve
      Gilbert




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EXHIBIT A

(Form of Rights Certificate)
Certificate No.                
Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE
SHAREHOLDER RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
OR ITS AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH
ANY OF THEM (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES
OF ANY OF THE FOREGOING WILL BECOME NULL AND VOID WITHOUT FURTHER ACTION.
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 Shareholder Rights Plan Agreement dated
as of November 4, 2005 (the "Rights Agreement") between Cambior Inc., a Company
formed under the laws of the Province of Quebec (the "Company") and CIBC Mellon
Trust Company, a trust company existing 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 duly executed
and submitted to the Rights Agent at its office in the City of Toronto or at any
other office of the Rights Agent in the cities designated from time to time for
that purpose by the Company. Until adjustment thereof in certain events as
provided in the Rights Agreement, the Exercise Price shall be an amount equal to
four times the Market Price Per Common Shares (as such term is defined in the
Rights Agreement) determined as at the Separation Time.
In certain circumstances described in the
Rights Agreement, each Right evidenced hereby may entitle the registered holder
thereof to purchase more or less than one Common Share, all 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 hereby 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. Copies of the Rights Agreement are on file at the head 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 Rights
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.

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- 2 -
Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Certificate may be, and under certain
circumstances are required to be, redeemed by the Company at a redemption price
of $0.001 (Canadian) per Right, subject to adjustment in certain events.
No fractional Common Shares will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof, a cash payment
will be made, as provided in the Rights Agreement.
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 any other 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 meeting 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 officer of the
Company and its corporate seal.

Date:CAMBIOR INC.Per: 
      ______________________________Authorized SignatureCountersigned:CIBC MELLON TRUST COMPANYPer: 
      ______________________________Authorized SignaturePer: 
      ______________________________Authorized Signature




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(To be attached to each Rights Certificate)
FORM OF ELECTION TO EXERCISE

TO:
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
such shares be registered in the name of:
Name
Address
Social Insurance, Social Security or 
Other Taxpayer Identification Number
DATED:
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 Guaranteed
Signature must be guaranteed by a Schedule I
Canadian chartered bank, a major trust company in Canada, a member of the
Securities Transfer Agents Medallion Program (STAMP) or a member of the Stock
Exchange Medallion Program (SEMP).
(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 (all as defined in the Rights Agreement).
Signature
NOTICE
In the event the certification set forth above
is not completed, the Company will deem the Beneficial Owner of the Rights
evidenced by this Rights Certificate to be an Acquiring Person (as defined in
the Rights Agreement) and, accordingly, such Rights shall be null and void and
not transferable or exercisable.

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- 2 -
(To be executed by the registered holder if such holder
desires to transfer the Rights evidenced by this Certificate.)FORM OF ASSIGNMENT

FOR VALUE RECEIVED            
hereby sells, assigns and transfers unto

(please print name and address of transferee)
the Rights evidenced by this Rights
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint attorney, to transfer the within
Rights on the books of the within-named Company, with full power of
substitution.
DATED:
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 Guaranteed
Signature must be guaranteed by a Schedule I
Canadian chartered bank, a major trust company in Canada, a member of the
Securities Transfer Agents Medallion Program (STAMP) or a member of the Stock
Exchange Medallion Program (SEMP).
(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 (as defined in the Rights Agreement).
Signature

- 3 -
NOTICE
In the event the certification set forth above
is not completed, the Company will deem the Beneficial Owner of the Rights
evidenced by this Rights Certificate to be an Acquiring Person (as defined in
the Rights Agreement) and, accordingly, such Rights shall be null and void and
not transferable or exercisable.



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