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| NUMBER | T R U S T U N I T S | TRUST UNITS |
| | | |
| TU - | P E N G R O W T H E N E R G Y T R U S T | |
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(a trust created under the laws of the Province of Alberta by a Trust Indenture originally dated as of
December 2, 1988 and amended and restated as of July 27, 2006)
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THIS CERTIFIES THAT | CUSIP 706902 50 9 |
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is the registered holder of the number of fully paid Trust Units issued by PENGROWTH ENERGY TRUST 9the "Fund") indicated above.
The Trust Units represented by this certificate are transferable.
The Trust Units represented by this certificate are issued upon the terms and subject to the conditions of an indenture
(which together with all other instruments supplemental or ancillary thereto is herein referred to as the (Trust Indenture") dated
as of July 27, 2006 (amending and restating the trust indenture originally dated December 2, 1988) and made between Pengrowth
Corporation and Computershare Trust Company of Canada (the "Trustee"), which Trust Indenture is binding upon all holders of Units
and, by acceptance of this certificate, the holder assents to the terms and conditions of the Trust Indenture. Terms defined in
the Trust Indenture have the same meanings when used herein.
The Trust Indenture contains provisions for the holding of meetings of Unitholders and rendering resolutions passed at
such meetings and instruments in writing signed by the holders of a specific majority of the Units outstanding binding upon all
Unitholders.
A copy of the Trust Indenture pursuant to which this certificate and the Trust Units represented hereby are issued may be
obtained by any Unitholder on demand and without fee from the head office of the Fund.
This certificate may only be transferred, upon compliance with the conditions prescribed in the Trust Indenture, on one of
the registers of transfers to be kept at the offices of the Trustee in the cities of Calgary, Vancouver, Toronto and Montreal or
Computershare Trust Company, Inc. in Denver and New York and at such other place or places if any, or by such other registrar or
registrars, if any, as the Fund with the approval of the Trustee may designate, by the registered holder hereof or his executors
or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and
execution satisfactory to the Trustee, and upon compliance with such reasonable requirements as the Trustee or other registrar may
prescribe.
This certificate shall not be valid for any purpose until it shall have been countersigned and registered by the Trustee
under the Trust Indenture.
IN WITNESS WHEREOF Pengrowth Corporation has caused its corporate seal to be hereunto affixed and this certificate to be
signed by its duly authorized officers.
DATED
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PENGROWTH CORPORATION | This certificate is one of the | COUNTERSIGNED AND REGISTERED CALGARY
| Unit Certificates referred to in | COMPUTERSHARE TRUST COMPANY OF CANADA VANCOUVER
| the Trust Indenture within mentioned | COMPUTERSHARE TRUST COMPANY, INC. TORONTO
---------------------------------------- MONTREAL
DENVER
NEW YORK
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| DOCUMENT CONTROL/ |
| SERIAL NUMBER | /s/ James K. Kramer /s/ Charles V. Selby
| |
| 0 0 0 0 0 | President Corporate Secretary By:_______________________________________________
------------------- Authorized Officer
THIS CERTIFICATE IS TRANSFERABLE AT THE OFFICES OF COMPUTERSHARE TRUST COMPANY OF CANADA IN CALGARY, VANCOUVER, TORONTO
AND MONTREAL OR COMPUTERSHARE TRUST COMPANY, INC. IN DENVER, COLORADO AND NEW YORK, NEW YORK.
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EXERCISE OF TRANSFER OR REDEMPTION RIGHT NOTICE OF REDEMPTION
A notice requiring the Trustee to transfer or redeem TO: PENGROWTH ENERGY TRUST
Trust Units shall be given during business hours on any
Business Day to the Trustee at its principal office in the The undersigned registered holder of this Trust Unit
Cities of Calgary, Vancouver, Toronto and Montreal or certificate hereby tenders the Trust Units represented by this
Computershare Trust Company, Inc. in Denver and New York by Trust Unit certificate to Pengrowth energy Trust for
delivery to the Trustee of a certificate that represents the redemption, subject to the terms and conditions set out in the
Trust Units to be transferred or redeemed by the Trustee and Trust Indenture. This delivery constitutes a transfer to the
that is either properly endorsed for transfer or accompanied tendered Trust Units to Pengrowth Energy Trust to enable
by a duly completed and properly executed written instrument Pengrowth Energy Trust to effect the redemption. By endorsing
or instruments of transfer together with, in the case of this notice, the undersigned represents and warrants that the
redemption, the notice requesting redemption which appears Trust Units tendered are free and clear of any liens or
on the back of such certificate duly completed and properly encumbrances of any kind.
executed. No such form of endorsement or manner of execution
shall be sufficient unless the same is, in all respects, If less than the full number of the within Trust Units is to
satisfactory to the Trustee and is accompanied by an further be redeemed, indicate in the space provided the number to be
evidence that the Trustee may reasonably require with redeemed.
respect to the identify, capacity or authority of the person
giving such notice. ____________________________ Trust Units Only
Signature: _________________ In presence of: _______________
Holder Witness
NOTICE: The signature to this redemption notice must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement, or any
change whatsoever and must be guaranteed by a major Canadian
Schedule I chartered bank, a major trust company in Canada or a
member of an acceptable Medallion Signature Guarantee Program
(STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing
the actual words "Signature Guaranteed". In the USA, signature
guarantees must be done by a member of "Medallion Signature
Guarantee Program" only. Signature guarantees are not accepted
from Treasury Branches, Credit Unions or Caisses Populaires
unless they are members of the Stamp Medallion Program.
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TRANSFER FORM
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For value received, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
________________________________
(Name of Transferee)
______________________ Trust Units of Pengrowth Energy Trust
represented by this certificate
Dated: _____________________________
Signature: _________________ In presence of: _______________
Transferor Witness
NOTICE: The signature to this transfer notice must correspond
with the name as written upon the face of the certificate, in
every particular, without alteration or enlargement, or any
change whatsoever and must be guaranteed by a major Canadian
Schedule I chartered bank, a major trust company in Canada or a
member of an acceptable Medallion Signature Guarantee Program
(STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the
actual words "Signature Guaranteed". In the USA, signature
guarantees must be done by a member of "Medallion Signature
Guarantee Program" only. Signature guarantees are not accepted
from Treasury Branches, Credit Unions or Caisses Populaires
unless they are members of the Stamp Medallion Program.
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