EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 14th, 2007 • Pengrowth Energy Trust • Crude petroleum & natural gas • New York
SG Americas Securities, LLC (“SGAS”) and FirstEnergy Capital Corp. (“FCC”) (SGAS and FCC each an “Underwriter” and collectively, the “Underwriters”) understand that Pengrowth Energy Trust (the “Trust”) has filed an amended and restated short form base shelf prospectus dated December 5, 2007 (the “Base Shelf Prospectus”) with the securities regulatory authority in each of the provinces of Canada (collectively, the “Qualifying Provinces”) relating to the issue and sale of up to Cdn$2,000,000,000 aggregate amount of Trust Units (defined below) and subscription receipts, each of which entitle the holder to receive one Trust Unit (the “Subscription Receipts”) and has received a final decision document pursuant to the MRRS Procedures (as defined herein). The Underwriters understand that, in filing the Base Shelf Prospectus, the Trust has selected the Alberta Securities Commission as the principal regulator (the “Reviewing Authority”) under Part 3 of the MRRS Procedures.
