SEVERANCE AGREEMENT

This Severance Agreement (the “ Agreement ”) is made as of the 13 ^th day of September, 2005, by and between MAVERICK TUBE CORPORATION, a Delaware corporation (the “ Company ”), and _______________ (“ 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; (iii) a felony involving moral turpitude; or (iv) any refusal by Executive to perform the Executive’s duties, as specified in any written agreement between the Executive and the Company or in any specific directive of the Board that is consistent with the Executive’s status as an executive officer of the Company.

(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)   after a Change in Control, 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 waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

(e)   “Incumbent Director” means an individual who, as of the date of this Agreement is a director of the Company; provided, however, that any individual becoming a director of the Company after the date of this Agreement whose election or nomination was approved by at least a majority of the Incumbent Directors shall be deemed an Incumbent Director unless such individual became a director as a result of either an actual or threatened election contest or solicitation of proxies or consent by or on behalf of an individual or entity other than the Board; or

(f)   “Potential Change in Control” means:

(i)   the entrance by the Company into an agreement the consummation of which would result in the occurrence of a Change in Control;

(ii)   the announced intention of the Company or any person or entity of taking any action that, if consummated, would constitute a Change in Control; or

(iii)   the adoption by the Board of a resolution to the effect that for purposes of this Agreement, a Potential Change in Control has occurred.

(g)   “Regular Annual Salary” means the base annual salary being paid to the Executive immediately prior to the Effective Date, exclusive of any bonuses or other incentive compensation, but inclusive of any compensation then being deferred by the Executive under the Company’s Deferred Compensation Plan.

(h)   “Retirement” means the termination of employment of a Company employee if such employee immediately thereafter receives benefits under any retirement plan of the Company in effect immediately prior to a Change in Control or if such termination is in accordance with any retirement arrangement established with the Executive’s consent with respect to the Executive.

(i)   “Stock” means the $.0l par value common stock of the Company.

(j)   “Tax Gross-up Amount” means the sum of (x) an amount equal to all taxes imposed upon Executive under Section 4999(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), resulting from payments or other benefits (including, without limitation, accelerated vesting or exercisability of stock rights or options) to Executive under this Agreement being deemed “excess parachute payments, as such term is defined in Section 280(G)(b) of the Code (the “Subject Taxes”), and (y) an amount which will as closely as reasonably practicable approximate any additional income or excise taxes payable by Executive as a result of the payment of the Subject Taxes on