0001130319-02-000970 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 17th, 2002 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

THIS AGREEMENT is made as of April 23, 2002, and is an amendment and restatement of the Management Agreement dated December 2, 1988, the Amended Management Agreement dated April 21, 1994, the Second Amended Management Agreement dated April 29, 1997, and the Third Amended Management Agreement dated April 26, 2000.

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AMENDED AND RESTATED UNANIMOUS SHAREHOLDER AGREEMENT
Unanimous Shareholder Agreement • October 17th, 2002 • Pengrowth Energy Trust • Crude petroleum & natural gas • Alberta

THIS AGREEMENT is made as of April 23, 2002, and is an amendment and restatement of the Unanimous Shareholder Agreement dated December 2, 1988, as amended April 28, 1999, April 26, 2000, 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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