0001104659-08-032920 Sample Contracts

UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • May 14th, 2008 • Petro-Canada • Petroleum refining • New York

The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement and in or pursuant to the indenture (the “Indenture”), dated as of June 20, 2003 entered into between the Company and The Bank of New York Mellon (formerly the Bank of New York), as trustee (the “Trustee”) as supplemented by a supplemental indenture relating to any particular issuance.

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Terms Agreement
Terms Agreement • May 14th, 2008 • Petro-Canada • Petroleum refining

Petro-Canada, a Canadian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Basic Provisions, dated May 12, 2008, (the “Basic Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Underwritten Securities”). The Basic Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this agreement (the “Terms Agreement” and, together with the Basic Provisions, the “Underwriting Agreement”) to the same extent as if such Basic Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement, except that each representation and warranty which refers to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus in Section 1 of the Basic

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