SHAREHOLDER RIGHTS PLAN AGREEMENT

SHAREHOLDER RIGHTS PLAN AGREEMENT dated 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;

- 2 -

(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.

- 3 -