SEVERANCE AGREEMENT

This Severance Agreement (the “ Agreement ”) is made as of the 21 ^st day of July, 2005, by and between MAVERICK TUBE CORPORATION, a Delaware corporation (the “ Company ”), and Joyce M. Schuldt (“Executive”).

WHEREAS, the Board of Directors of the Company (“ Board ”) has determined that it is in the best interests of the Company and its stockholders that the continuous employment of key management personnel be fostered; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of such personnel to their management duties;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.   Definitions . Capitalized terms used in this Agreement have the meanings set forth below.

(a) “Cause” means the commission of (i) an act or acts of personal dishonesty performed by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company or an affiliate; (ii) an act of disloyalty or conduct clearly tending to bring discredit upon the Company or any affiliate; or (iii) a felony involving moral turpitude.

(b) “Change in Control” means:

(i) the acquisition, direct or indirect, by any individual, entity, or group (“ Person ”), of beneficial ownership of thirty-five percent (35%) or more of either all then outstanding shares of Stock or, if different, the combined voting power of all then outstanding voting securities entitled to vote generally in the election of directors (“Other Voting Securities”) of the Company, provided that the following acquisitions shall not constitute a change of control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan or related trust sponsored or maintained by the Company or any affiliate; and (D) any acquisition pursuant to a transaction immediately following which the conditions described in clauses (A), (B), and (C) of part (iii) of this paragraph (b) are satisfied; or

(ii) the failure for any reason of the Incumbent Directors to constitute the majority of the Board; or

(iii) the approval by the stockholders of the Company of a reorganization, merger, or consolidation (each, a “ Transaction ”) unless, in each case, following such Transaction (A) all or substantially all of the beneficial owners of the Stock and combined voting power of all outstanding Other Voting Securities of the Company immediately prior to such Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the common stock and the combined voting power of all outstanding Other Voting Securities of the corporation resulting from such Transaction (‘Resulting Corporation”) in substantially the same proportions as their ownership immediately prior to such Transaction; (B) no Person (other than the Company and any employee benefit plan or related trust of the Company or a Resulting Corporation) beneficially owns thirty-five percent (35%) or more of, respectively, the then outstanding shares of common stock of the Resulting Corporation or the combined voting power of all then outstanding Other Voting Securities of such Resulting Corporation and (C) at least a majority of the directors of the Resulting Corporation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such Transaction; or

(iv) the approval by the stockholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the disposition of substantially all of the assets of the Company other than to a corporation with respect to which all of the following is true following such disposition: (I) more than 50% of, respectively, the then outstanding shares of common stock of such corporation (“ New Stock ”) and the combined voting power of all outstanding Other Voting Securities of such corporation (“ New Other Voting Securities ”) is then owned beneficially, directly or indirectly, by substantially all of the beneficial owners of the Stock and the combined voting power of all outstanding Other Voting Securities of the Company in substantially the same proportions as their ownership of such securities of the Company immediately prior thereto; (II) no Person other than the Company and any employee benefit plan or related trust of the Company or of such corporation then beneficially owns thirty-five percent (35%) or more of the New Stock or the New Other Voting Securities; and (III) at least a majority of the directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action providing for such disposition.

(c) “Effective Date” means the date on which the termination of the Executive’s employment is to be effective under the terms of any written notice or other documentation thereof.

(d) “Good Reason” for termination by the Executive of her employment means the occurrence (without the Executive’s written consent) of any of the following unless, in the case of any of (i), (v), (vi), or (vii), such act or failure to act is corrected within five business days following the giving of notice of termination by the executive, and in the case of (iii) below, such act is not objected to in writing by the Executive within fourteen days after notification thereof:

(i) the assignment to the Executive of duties inconsistent with her status as an executive officer of the Company or a meaningful alteration, adverse to the Executive, in the nature or status of her responsibilities (other than reporting responsibilities) from those in effect immediately prior to the Change in Control;

(ii) a reduction in the Executive’s Regular Annual Salary except for an across-the-board salary reduction similarly affecting all senior executives of the Company and all senior executives of any person or entity in control of the Company;

(iii) a requirement by the Company that the Executive relocate her residence outside the metropolitan area in which the Executive was based immediately prior to a Change in Control, provided that business travel in an amount substantially consistent with an Executive’s previous travel obligations shall in no event constitute such a requirement;

(iv) failure by the Company to pay any portion of her compensation within fourteen days of the date it is due;

(v) failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to a Change in Control that is material to the Executive’s compensation, unless an equitable arrangement has been made with respect to such plan;

    (vi) failure by the Company to continue the Executive’s participation in a plan described in (v) or a substitute or alternative plan on a basis not materially less favorable to the Executive as existed at the time of a Change in Control;

(vii) failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by her prior to a Change in Control; or

(viii) the determination by the Executive, in her sole and absolute discretion, that the business philosophy or policies of the Company or its successor or the implementation thereof is not compatible with those of the Executive.

The Executive’s continued employment shall not of itself constitute consent to, or a waiv