0001047469-03-024782 Sample Contracts

AMENDED AND RESTATED UNANIMOUS SHAREHOLDER AGREEMENT
Unanimous Shareholder Agreement • July 22nd, 2003 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

THIS AGREEMENT is made as of the 17th day of June, 2003, and is an amendment and restatement of the Unanimous Shareholder Agreement dated December 2, 1988, as amended April 28, 1999, April 26, 2000, April 23, 2002, and by Extraordinary Resolutions of holders of Trust Units of Pengrowth Energy Trust and of holders of Royalty Units of Pengrowth Corporation.

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UNDERWRITING AGREEMENT
Pengrowth Energy Trust • July 22nd, 2003 • Crude petroleum & natural gas • Alberta

Pengrowth Energy Trust Pengrowth Corporation Pengrowth Management Limited 2900 Petro-Canada Centre, East Tower 111 - 5th Avenue S.W. Calgary, Alberta T2P 3Y6

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