(e)                                  “Award Market Value” means the last sale price of a board lot of Common Shares on The Toronto Stock Exchange on the last trading day on such Exchange prior to the Award Date on which there was a trade of a board lot of Common Shares;

(f)                                    “Board” means the board of directors of the Company;

(g)                                 “Committee” means the committee of the Board responsible for recommending to the Board the compensation of the Eligible Directors, which at the effective date of the Plan is the Nomination and Governance Committee;

(h)                                 “Common Shares” means the common shares of the Company;

(i)                                     “Company” means IPSCO Inc.;

(j)                                     “Compensation Plan” means the compensation plan for directors of the Company approved by the Board, effective January 1, 2000, as amended from time to time;

(k)                                  “Deferred Share Unit” means a unit equivalent in value to a Common Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Section 3;

(l)                                     “Deferred Share Unit Amount” has the meaning given thereto in Section 4.1;

(m)                               “Dividend Equivalents” means a bookkeeping entry whereby each Deferred Share Unit is credited with the equivalent amount of the dividend paid on a Common Share in accordance with Section 3.3;

(n)                                 “Dividend Market Value” means the last sale price of a board lot of Common Shares on The Toronto Stock Exchange on the last trading day on such Exchange prior to a dividend payment date on which there was a trade of a board lot of Common Shares;

(o)                                 “Elected Fees” has the meaning ascribed to such term in Section 3.1;

(p)                                 “Election Form” means a document substantially in the form of Schedule “A” to this Plan;

(q)                                 “Eligible Director” means a person who is, at the relevant time, a director or former director of the Company who is not an employee of the Company or any of its subsidiaries;

(r)                                    “Plan” means this IPSCO Inc. Deferred Share Unit Plan for Directors, as amended from time to time;

(s)                                  “Redemption Date” means the date upon which an Eligible Director ceases to be a member of the Board; and

(t)                                    “Redemption Value” means the last sale price of a board lot of Common Shares on The Toronto Stock Exchange on the last trading day on such Exchange prior to the Redemption Date on which there was a trade of a board lot of Common Shares.

1.3                                 Effective Date of Plan

The effective date of the Plan shall be January 1, 2000 or such later date as the Board may determine.

2.                                      ADMINISTRATION

2.1                                 Administration of the Plan

The Plan shall be administered by the Board of Directors which shall, without limitation, have full and final authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Board of Directors may delegate any or all of its authority with respect to the administration of the Plan and any or all of the rights, powers and discretions with respect to the Plan granted to it hereunder to the Committee or such other committee of directors of the Company as the Board of Directors may designate and upon such delegation the Committee or other committee of directors, as the case may be, as well as the Board of Directors, shall be entitled to exercise any or all of such authority, rights, powers and discretions with respect to the Plan. The directors of the Company may fully participate in voting and in other deliberations or proceedings of the Board of Directors in respect of the Plan, notwithstanding: (i) the eligibility of the directors to participate in the Plan; and (ii) that the directors may hold Deferred Share Units granted pursuant to the Plan.

2.2                                 Determination of Value if Common Shares Not Publicly Traded

Should Common Shares no longer be publicly traded at the relevant time such that the Redemption Value and/or the Award Market Value and/or the Dividend Market Value cannot be determined in accordance with the formulae set out in the definitions of those terms, such values shall be determined by the Committee in good faith.

2.3                                 Taxes and Other Source Deductions

The Company shall be authorized to deduct from any amount to be paid or credited hereunder any Applicable Withholding Taxes in such manner as the Company determines.

3.                                      DEFERRED SHARE UNITS

3.1                                 Award of Deferred Share Units

Each Eligible Director shall be credited with Deferred Share Units in respect of one-half, of such director’s Annual Retainer or the full amount of the Annual Retainer if so elected pursuant to Section 3.2(a) and the amount elected with respect to payment of Additional Fees, if any, made by each Eligible Director pursuant to Section 3.2(b) (collectively the “Elected Fees”), in each case in the manner set forth in this Plan. All Deferred Share Units to be credited to an Eligible Director will be credited to an account maintained for the Eligible Director on the books of the Company. Deferred Share Units will be credited to an Eligible Director in respect of the Annual Retainer and Elected Fees, if any, earned in the calendar quarter ended on the Award Date. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited as of each Award Date shall be determined by dividing (a) the amount of the applicable portion of the Annual Retainer and Elected Fees, if any, to be credited in Deferred Share Units on that Award Date by (b) the Award Market Value.

3.2                                 Election

Each Eligible Director shall have the right to elect once each calendar year whether such director wishes to receive: (a) all of such director’s Annual Retainer; and/or (b) all or half of such director’s Additional Fees for the immediately succeeding year in the form of Deferred Share Units. This election shall be made by completing, signing and delivering to the Secretary of the Company the Election Form: (i) in the case of an existing director, by the end of the calendar year preceding the year to which such election is to apply; or (ii) in the case of a new director, as soon as possible after the director’s appointment. In each case, the election, when made, shall only apply prospectively with respect to the Eligible Director’s Annual Retainer and Additional Fees yet to be earned. Where no election is made with respect to the remaining Annual Retainer or Additional Fees, such fees will remain in the form of a cash payment.

3.3                                 Credits for Dividends

An Eligible Director’s account shall be credited with Dividend Equivalents in the form of additional Deferred Share Units on each dividend payment date in respect of which ordinary course cash dividends are paid on Common Shares. Such Dividend Equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of Deferred Share Units recorded in the Eligible Director’s account on the record date for the payment of such dividend, by (b) the Dividend Market Value, with fractions computed to three decimal places.

3.4                    &