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July 9, 2003
Pengrowth Energy Trust
Pengrowth Management Limited
2900 Petro-Canada Centre, East Tower
111 - 5th Avenue S.W.
Re: Primary Offering of Trust Units of Pengrowth Energy Trust
RBC Dominion Securities Inc., as Lead Underwriter, BMO Nesbitt Burns Inc., CIBC World Markets Inc., TD Securities Inc.,
National Bank Financial Inc., HSBC Securities (Canada) Inc., Scotia Capital Inc., Canaccord Capital Corporation, Dundee
Securities Corporation, Raymond James Ltd., FirstEnergy Capital Corp. and Peters & Co. Limited (collectively, the "
Underwriters ") understand that Pengrowth Energy Trust (the " Trust ") proposes to issue and sell 7,000,000 Trust Units (the "
Firm Units ") of the Trust and to grant to the Underwriters an option (the " Underwriters' Option ") to purchase up to an
additional 1,500,000 Trust Units (the " Underwriters' Option Units ").
The undersigned further understand that Pengrowth Management Limited (the " Manager ") is the manager of the Trust
and provides administrative and other services to the Trust. The Underwriters also understand that the net proceeds from the
sale of the Firm Units and any Underwriters' Option Units in respect of which the Underwriter's Option is exercised, if any,
(collectively, the " Offered Units ") will be used by Pengrowth Corporation (the " Corporation ") to repay a portion of the
existing outstanding indebtedness of the Corporation, a portion of which was incurred to acquire an 8.4% working interest in all
of the Sable Offshore Energy Project production facilities downstream of the Thebaud Central Platform and the remainder will be
used to fund future acquisitions and capital expenditures and for general corporate purposes, all as more fully described in the
Preliminary Prospectus (as defined below). In this regard, we understand that the Corporatio