MAVERICK TUBE CORPORATION
SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit101011405.txt
<DESCRIPTION>SEVERANCE AGREEMENT
<TEXT>
                                                                    Exhibit 10.1
                               SEVERANCE AGREEMENT


     This Severance  Agreement (the  "Agreement")  is made as of the 11th day of
May, 2004, by and between MAVERICK TUBE CORPORATION, a Delaware corporation (the
"Company"), and Pamela G. Boone ("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

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     Transaction (A) all or  substantially  all of the beneficial  owners of the
     Stock  and the  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 his 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 his
     status as an executive  officer of the Company or a meaningful  alteration,
     adverse to the Executive,

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     in the  nature or  status of his  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 his
     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 his  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 him prior to a Change in
     Control; or

          (viii) the  determination  by the Executive,  in his 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

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     (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 $.01 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 behalf of the
Executive pursuant to this Agreement.

     (k) "Total  Disability" means the inability of the Executive to perform the
duties of his position for the greater of 180 successive  days or a total of 270
days in any period of 365 days or such period as constitutes  "total disability"
under any disability insurance program or plan maintained by the Company.

2. Term. The term of this  Agreement  shall begin as of the date set forth above
and shall  continue  through May 11, 2007,  provided that as of May 11, 2007 and
each  May 11  thereafter,  the term of this  Agreement  shall  automatically  be
extended for one additional  year unless,  not less than six months prior to any
such date,  either (i) the Company or the  Executive  shall have given notice to
the contrary,  or (ii) a Change of Control has occurred.  If a Change in Control
occurs  at any time  during  the  term or any  renewal  term of this  Agreement,
notwithstanding  notice of termination  having been given,  this Agreement shall
remain

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in effect for a period of not less than thirty (30) months from the date of such
Change in Control.

3.  Severance  Pay. If the  employment  of Executive is terminated at a time not
within the thirty (30) month  period  following a Change in Control,  other than
(i) by the  Company for Cause,  (ii) by reason of death,  Total  Disability,  or
Retirement,  or (iii) by the Executive  without Good Reason, as of the Effective
Date, and in addition to all obligations otherwise owing to the Executive on the
Effective  Date, the Company shall continue to pay to the Executive for a period
of six months  following the Effective  Date (I) amounts equal to those received
periodically  prior to the  Effective  Date in  payment  of his  Regular  Annual
Salary,  on the same periodic  schedule as prior to the Effective Date, and (II)
benefits  under group  health and life  insurance  plans in which the  Executive
participated  prior to the Effective Date, to the extent  permissible  under the
terms of such plans to do so. Except as specifically  provided herein,  no other
payments  or  benefits  will be  furnished  or paid,  and all  contributions  or
deductions,  if any (other than  deductions made in connection with the benefits
specifically provided for herein, if any), shall cease as of the Effective Date.

4. Confidentiality. The Executive specifically acknowledges that all information
pertaining to the Company or its business received by him during the course of
his employment that has been designated confidential by the Company or has not
been made publicly available is the exclusive property of the Company, and the
Executive agrees that during and after his employment by the Company, he will
not disclose any of such information without the prior written consent of the
Board to anyone not employed by the Company or engaged by the Company to render
services to it. The Executive further agrees that he will not use such
information for his own benefit or the benefit of any party other than the
Company. This Section 4 shall survive termination of this Agreement.

5. Executive's  Covenants.  The Executive agrees that,  subject to the terms and
conditions  of this  Agreement,  in the event of a  Potential  Change in Control
during the term of this  Agreement,  the Executive  will remain in the employ of
the Company following the occurrence of such event until the earliest of (i) six
months from the date of such  Potential  Change in  Control,  (ii) the date of a
Change  in  Control,  (iii)  the date of  termination  by the  Executive  of his
employment for Good Reason (determined by treating a Potential Change in Control
as a Change in Control in applying the  definition  of Good Reason) or by reason
of death, Retirement or Total Disability, or (iv) the termination by the Company
of the Executive's employment for any reason.

6.  Compensation  Upon  Termination  Following a Change in Control.  If,  within
thirty (30) months after the occurrence of a Change in Control,  the Executive's
employment is terminated other than (i) by the Company for Cause, (ii) by reason
of death,  Total  Disability,  or Retirement,  or (iii) by the Executive without
Good  Reason,  then,  in  addition  to all  obligations  otherwise  owing to the
Executive  on the  Effective  Date,  the  Company  shall pay or  provide  to the
Executive within sixty (60) days of the Effective Date the following: (I) a lump
sum amount equal to the product of 2.5 and the sum of (a) the  Executive's  then
Regular Annual Salary, and (b) the annual amount that would be paid to Executive
pursuant to the Company's  Performance  Bonus Plan assuming that all performance
levels had been achieved

<page>

at  maximum  levels;  (II) for a period  of thirty  (30)  months  following  the
Effective Date, (A) the continuation of health  insurance,  life insurance,  and
disability  insurance  benefits  substantially  the  same as any  such  benefits
provided to Executive  immediately  prior to the  Effective  Date by the Company
under group insurance plans or otherwise,  to the extent  permissible  under the
terms of such  plans to do so and if such  coverage  is not  permitted,  amounts
necessary  for premium  payments  for such  coverage;  (B) the  continuation  of
Executive's  car  allowance,  and club  membership  fees,  if any (or an  amount
sufficient to cover such continued car allowance and club membership  fees); and
(III) the Tax Gross-Up Amount,  if applicable.  Except as specifically  provided
herein,  no other  payments  or  benefits  will be  furnished  or paid,  and all
contributions  or deductions,  if any (other than  deductions made in connection
with the benefits  specifically  provided for herein, if any), shall cease as of
the Effective Date.

The Executive's employment shall be deemed to have been terminated within thirty
(30) months after the  occurrence of a Change in Control by the Company  without
Cause or by the Executive  with Good Reason and the Executive  shall be entitled
to receive the payments described in this Section 6 (i) if terminated prior to a
Change in Control  without  Cause at the  direction of a person or entity who or
that has entered into an agreement  with the Company the  consummation  of which
will  constitute  a Change in Control or (ii) if the  Executive  terminates  his
employment with Good Reason prior to a Change in Control (determined by treating
a Potential  Change in Control as a Change in Control in applying the definition
of Good Reason) if the circumstance or event that constitutes Good Reason occurs
at the direction of such person or entity.

7. Not an Employment Agreement;  Superceding Effect. This Agreement shall not be
construed  as  creating  an express  or implied  contract  of  employment.  This
Agreement shall  supercede any severance  agreement  previously  entered into or
obligation  otherwise  agreed to between  the  parties  hereto  with  respect to
severance payments.

8. Successors; Binding Agreement.

     (a) In addition to any obligations imposed by law upon any successor to the
Company, the Company will require any successor (whether direct or indirect,  by
purchase,  merger,  consolidation,  or otherwise) to all or substantially all of
the business or assets (or a  combination  thereof) of the Company  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.  Failure of the Company to obtain such assumption and agreement
prior to the  effectiveness  of any such  succession  shall be a breach  of this
Agreement and shall entitle the Executive to the payments described in Section 6
that  would be  payable  upon  termination  by the  Executive  for  Good  Reason
immediately after a Change in Control.

     (b) This Agreement  shall inure to the benefit of and be enforceable by the
Executive's  legal  representatives  and other successors in interest,  provided
that this  Agreement may not be assigned by Executive.  If Executive  dies while
any amount  (other  than an amount  that by its terms is to  terminate  upon his
death) would still be payable to him hereunder if he was still

<page>

living,  all such amounts shall be paid in accordance with this Agreement to the
executors,  personal  representatives,  or  administrators  of  the  Executive's
estate.

9. Fees. The Company shall pay to Executive all legal fees and expenses incurred
by Executive as a result of Executive's termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such termination or in
seeking  to or in  connection  with any tax audit or  proceeding  to the  extent
attributable  to the  application of Section 4999 of the Code, to any payment or
benefit  provided  hereunder)  unless such termination is (i) by the Company for
Cause; (ii) by reason of death, Total Disability or Retirement,  or (iii) by the
Executive without Good Reason.

10.  Miscellaneous.  No provision of this Agreement may be modified,  waived, or
discharged unless so agreed by the parties in writing. No waiver shall be deemed
a waiver of the same or any other  provision at the same or any other time. This
Agreement sets forth the entire  agreement of the parties  regarding its subject
matter.  This  Agreement  shall be governed by the laws of the State of Missouri
other than the conflicts of law provisions  thereof.  All payments  provided for
hereunder  shall  be made  net of any  applicable  withholding  requirements  of
federal,  state,  or  local  law.  The  invalidity  or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement.


     IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date set forth above.


                           MAVERICK TUBE CORPORATION


                           By:  /s/ Gregg Eisenberg
                           ---------------------------

                           Name:    Gregg Eisenberg
                           ---------------------------

                           Title:   President & CEO
                           ---------------------------



                           EXECUTIVE:

                           /s/ Pamela G. Boone
                           ---------------------------
                           Pamela G. Boone



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