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WHEREAS Canaccord Capital Corporation, TD Securities Inc., CIBC World Markets Inc., GMP Securities L.P,
Macquarie Capital Markets Canada Ltd., Scotia Capital Inc., UBS Securities Canada Inc., Cormark Securities Inc.,
National Bank Financial Inc., Paradigm Capital Inc., RBC Dominion Securities Inc., Thomas Weisel Partners
Canada Inc., Dundee Securities Corporation, Genuity Capital Markets, Goldman Sachs Canada Inc. and Salman
Partners Inc. (each an " Underwriter " and collectively the " Underwriters ") and IAMGOLD Corporation (the "
Corporation ") entered into an underwriting agreement dated March 10, 2009 (the " Underwriting Agreement ");
AND WHEREAS the Underwriters and the Corporation wish to amend the Underwriting Agreement in the manner
hereinafter set out
NOW THEREFORE it is hereby agreed as follows:
Section 1. Effect of Amending Agreement
This agreement (the " Amending Agreement ") is supplemental to the Underwriting Agreement
(including all Schedules annexed thereto) and this Amending Agreement shall hereafter be read together
and shall have effect as if all the provisions thereof and all the provisions hereof were contained in
Terms defined in the Underwriting Agreement (including all Schedules annexed thereto) have the same
respective meanings in this Amending Agreement.
The Underwriting Agreement is hereby amended as follows:
By deleting in its entirety Section 7.2 and substituting the following text:
The Corporation will pay the out-of-pocket accountable expenses reasonably incurred by the
Underwriters in connection with the transactions contemplated herein (the " Underwriters' Expenses ").
For greater clarity, the Corporation will pay all costs and expenses related to the Offering, including,
without limitation, the reasonable fees and disbursements of all