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<SEC-DOCUMENT>0000950142-03-000690.txt : 20030410
<SEC-HEADER>0000950142-03-000690.hdr.sgml : 20030410
<ACCEPTANCE-DATETIME>20030410160720
ACCESSION NUMBER:		0000950142-03-000690
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20030409
FILED AS OF DATE:		20030410

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRECISION DRILLING CORP
		CENTRAL INDEX KEY:			0001013605
		STANDARD INDUSTRIAL CLASSIFICATION:	DRILLING OIL & GAS WELLS [1381]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14534
		FILM NUMBER:		03645718

	BUSINESS ADDRESS:	
		STREET 1:		112 4TH AVE SW
		STREET 2:		#700
		CITY:			CALGARY ALBERTA CANA
		STATE:			A0
		ZIP:			00000
		BUSINESS PHONE:		4032644882
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k_041003.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                   PURSUANT TO SECTION 13A-16 OR 15D-16 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 For April 2003

                             Commission File Number:


                         PRECISION DRILLING CORPORATION
             (Exact name of registrant as specified in its charter)


                           4200, 150 - 6TH AVENUE S.W.
                                CALGARY, ALBERTA
                                 CANADA T2P 3Y7
                    (Address of principal executive offices)


         Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                  Form 20-F     [_]             Form 40-F       [X]

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1). [_]

         Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): [_]

         Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

         Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                  Yes           [_]             No              [X]

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
                                             -----------

<PAGE>

                                    EXHIBITS


      No.                           Document

       1.         Management Information Circular dated April 9, 2003.

       2.         Form of Proxy

       3.         Notice of Annual and Special Meeting of Shareholders
                  dated April 9, 2003


<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                   PRECISION DRILLING CORPORATION



                                   Per: /s/ Jan M. Campbell
                                        ---------------------------------------
                                        Jan M. Campbell
                                        Corporate Secretary


Date:  April 9, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>3
<FILENAME>ex1-form6k_041003.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>

                                                                       EXHIBIT 1
                                                                       ---------


                        MANAGEMENT INFORMATION CIRCULAR


                       for the Annual and Special Meeting
                 of the Shareholders to be held on May 13, 2003


                      SOLICITATION OF PROXIES BY MANAGEMENT

         THIS MANAGEMENT INFORMATION CIRCULAR (the "Circular)" IS FURNISHED IN
CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF PRECISION
DRILLING CORPORATION (the "Corporation") to be used at the Annual and Special
Meeting of the Shareholders of the Corporation (the "Meeting") to be held in the
McMurray Room at the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary,
Alberta, on the 13th day of May 2003 at 3:00 o'clock in the afternoon, (Calgary
time) and at any adjournment thereof, for the purposes set forth in the enclosed
Notice of Meeting accompanying this Management Information Circular. It is
expected that the solicitation will be primarily by mail. The cost of
solicitation will be borne by the Corporation. The information contained herein,
unless otherwise specified, is given as of March 31, 2003.


                      APPOINTMENT AND REVOCATION OF PROXIES

         A SHAREHOLDER SUBMITTING A PROXY HAS THE RIGHT TO APPOINT A PERSON TO
REPRESENT SUCH SHAREHOLDER AT THE MEETING OTHER THAN HANK B. SWARTOUT OR DALE E.
TREMBLAY. TO EXERCISE THIS RIGHT THE SHAREHOLDERS MAY INSERT THE NAME OF THE
DESIRED REPRESENTATIVE IN THE BLANK SPACE PROVIDED THEREIN AND STRIKE OUT THE
OTHER NAMES OR SUBMIT ANOTHER APPROPRIATE FORM OF PROXY.

         Instruments of proxy must be deposited at Computershare Trust Company
of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario,
M5J 2YI, not less than 48 hours before the time for holding the Meeting. A proxy
must be executed by the shareholder or his attorney authorized in writing or, if
such Shareholder is a corporation, under its seal or by an officer or attorney
thereof duly authorized.

         An instrument of proxy may be revoked by the person giving it at any
time prior to the exercise thereof. If a person who has given a proxy attends
personally at the Meeting, such person may revoke the proxy and vote in person.
In addition to revocation in any other manner permitted by law, a proxy may be
revoked by instrument in writing or, if the Shareholder is a corporation, under
its corporate seal or by an officer or an attorney thereof duly authorized, and
deposited either with Computershare Trust Company of Canada at the address
described above at any time up to and including the last day of business
preceding the day of the Meeting or at any adjournment thereof, at which the
proxy is to be used, or with the Chairman of such meeting on the day of the
Meeting or adjournment thereof, and upon either of such deposits, the proxy
shall be revoked.


                        EXERCISE OF DISCRETION BY PROXIES

         The persons named in the enclosed form of proxy will vote the shares in
respect of which they are appointed in accordance with the direction of the
Shareholders appointing them. In the absence of such direction, such shares will
be voted, for the approval of the election of the nominees hereinafter set forth
as directors of the Corporation, for the re-appointment of KPMG LLP as auditors
of the Corporation, for the approval of the 2003 Stock Option Plan and the
adoption of new General By-Laws of the Corporation. The enclosed form of proxy
confers discretionary authority upon the persons named therein with respect to
any amendments or variations in the matters outlined in the accompanying Notice
of Meeting or any other business which may properly come before the Meeting. The
management of the Corporation


<PAGE>

knows of no such amendments, variations or other business to come before the
Meeting other than the matters referred to in the Notice of Meeting.


          VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

         As at March 31, 2003, the Corporation had outstanding 54,276,983 Common
Shares, each carrying the right to one vote per share. The record date for
determination of the persons entitled to receive notice of and attend and vote
at the Meeting is March 24, 2003. The Common Shares are the only class of voting
shares of the Corporation which are issued and outstanding. The directors and
senior officers of the Corporation do not know of any person or company
beneficially owning, directly or indirectly, Common Shares carrying more than
10% of the voting rights attached to all of the issued and outstanding Common
Shares of the Corporation.


                        CONSOLIDATED FINANCIAL STATEMENTS

         The consolidated financial statements of the Corporation for the fiscal
years ended December 31, 2002 and December 31, 2001 together with the report of
the Corporation and Auditors thereon, are included in the Annual Report which
has been mailed to the shareholders of the Corporation with this Circular.


                     PARTICULARS OF MATTERS TO BE ACTED UPON

1.       ELECTION OF DIRECTORS

         The affairs of the Corporation are managed by a board of directors who
are elected as provided under the Business Corporations Act (Alberta) for a term
expiring not later than the close of the next annual meeting of shareholders
following their election or until their successors are elected or they vacate
their office in accordance with the By-Laws of the Corporation. It is proposed
that eight directors will be elected to office at the Meeting. The persons named
in the enclosed form of proxy intend to vote for the election of the persons
named herein. Management does not contemplate that nominees will be unable to
serve as directors, but, if that should occur for any reason prior to the
Meeting, the persons named in the enclosed form of proxy reserve the right to
vote for other nominees at their discretion.

         The following table states the name of the proposed directors of the
Corporation together with all other positions and offices with the Corporation
now held by him, his principal occupation or employment, the year in which he
was first elected a director of the Corporation and the number of Common Shares
of the Corporation that he has advised are beneficially owned by him, directly
or indirectly, as of the date hereof and, with respect to Patrick M. Murray and
Fred W. Pheasey, their employment positions for the last five years.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NAME                          PRINCIPAL OCCUPATION OF EMPLOYMENT                      DIRECTOR SINCE     HARES OWNED
- --------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                     <C>                     <C>
W.C. (Mickey) Dunn            Independent Businessman                                 September, 1992         14,300

Robert J. S. Gibson           President, Stuart & Company Limited                     June, 1996              13,000

Steven C. Grant               Managing Director, Investment Banking at                May, 2000                2,500
                              Raymond James & Associates

Murray K. Mullen              Chairman, President and Chief Executive Officer         September, 1996         20,000
                              Mullen Transportation Inc.

Patrick M. Murray             President and Chief Executive Officer                   July, 2002                   -
                              Dresser, Inc. since April 2001. Prior to that from
                              1997 to 2001, Mr. Murray was President of Dresser
                              Equipment Group and Senior Vice President, Strategic
                              Initiatives of Dresser Industries.

Fred W. Pheasey               Executive Vice President                                July, 2002                   -
                              National Oilwell, Inc. for more than the past 5 years.


<PAGE>

Hank B. Swartout              Chairman of the Board, President and
                              Chief Executive Officer of the Corporation              July, 1987             423,348

H. Garth Wiggins              Principal, Kenway Mack Slusarchuk Stewart
                              Chartered Accountants                                   September, 1997          4,300
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

2.       APPOINTMENT OF AUDITORS

         The nominees named in the enclosed form of proxy intend to vote for the
re-appointment of KPMG LLP, Chartered Accountants, as auditors of the
Corporation to hold office until the next Annual Meeting of Shareholders. Should
for any reason the said firm be unwilling or unable to accept the
re-appointment, the nominees named reserve the right to vote for the appointment
of another auditor in their discretion.

3.       APPROVAL OF THE 2003 STOCK OPTION PLAN

         The Corporation established a new Stock Option Plan on March 12, 2003
(the "2003 Plan") which provides for the issuance of 400,000 Common Shares of
the Corporation arising from the exercise of options pursuant to the 2003 Plan.
A copy of the 2003 Plan is attached hereto as Schedule "B". The previous Stock
Option Plans of the Corporation (the "Previous Plans") provide for the issuance
of an aggregate of 4,345,636 Common Shares arising from to the exercise of
options granted pursuant to such Previous Plans. The total number of Common
Shares issuable arising from the exercise of options granted pursuant to both
the 2003 Plan and the Previous Plans total 4,745,636 which is less than 9% of
the outstanding share capital of the Corporation as at March 31, 2003. In
accordance with policies of the Toronto Stock Exchange, it is proposed that the
2003 Plan, in the form set forth in Schedule "B" hereto, be approved by the
Shareholders at the Meeting. The plan does not allow for the repricing of
Options and the Plan also provides that the issuance of options to directors who
are not also officers of the Corporation to be capped at.50% of the issued and
outstanding Common Shares of the Corporation, in the aggregate to all such
directors.

4.       APPROVAL OF NEW GENERAL BY-LAWS

         The Corporation is proposing to adopt a new set of General By-Laws.
From time to time, the Corporation is requested to provide its By-Laws to third
parties as part of certain transactions. The current By-Laws of the Corporation
were established in 1985 under the first name of the Corporation, which was a
numbered company, and since then there have been two additional name changes of
the Corporation. Due to the requirement to provide proof of the name changes and
also due to the fact that an amendment to the By-Laws was being considered by
the Corporation to allow for carrying out shareholder meetings by way of
electronic voting, it has been determined that it is in the best interest of the
Corporation to establish a new set of By-Laws under its present name and to also
contemplate electronic voting by shareholders.

         The proposed new General By-Laws are attached to this circular as
Schedule "C".

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

AGGREGATE COMPENSATION

         During the financial year ended December 31, 2002, there were eight
Executive Officers of the Corporation who received, in aggregate, cash
remuneration of $2,358,569. For this purpose, "Executive Officers" means the
Chairman of the Board, President and Chief Executive Officer, and Vice
Presidents in charge of a principal business unit or function of the Corporation
or its subsidiaries.


<PAGE>

INDIVIDUAL COMPENSATION

         The following table sets forth all annual and long-term compensation,
in Canadian dollars, of the individuals who were, at December 31, 2002, the
Chief Executive Officer and the next four most highly compensated Executive
Officers (collectively the "Named Executive Officers"), for the 2002, 2001, and
2000 financial years of the Corporation.

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                                                                            AWARDS                PAYOUTS
                                                                     SECURITIES RESTRICTED
                                                                        UNDER   SHARES OR
                                                             OTHER     OPTIONS  RESTRICTED              ALL
                                                            ANNUAL      /SARS     SHARE     LTIP       OTHER
 NAME AND                      FISCAL  SALARY      BONUS COMPENSATION  GRANTED    UNITS    PAYOUTS COMPENSATION
 PRINCIPAL POSITION             YEAR     ($)      ($)(1)    ($)(2)       (#)       ($)       ($)      ($)(3)
- ---------------------------------------------------------------------------------------------------------------
<S>                             <C>    <C>                            <C>                            <C>
Swartout, Hank B.               2002   550,000         -              200,000                        157,000
 President and Chief            2001   550,000 2,200,000              200,000                        154,880
 Executive Officer              2000   400,000 1,950,000              200,000                        148,530

Comeau, Larry J.                2002   325,000         -               60,000                              -
 Senior Vice President          2001   325,000   600,000               60,000                              -
 Technology Services Group      2000   250,000   840,000               60,000                              -

McNulty, Michael J.             2002   170,000    90,000                    -                              -
 Senior Vice President          2001   165,591   170,000               22,500                              -
 Operations Finance             2000   154,808   155,000               24,500                              -

Tremblay, Dale E.               2002   250,000         -               37,500                              -
 Senior Vice President Finance  2001   250,000   500,000               37,500                              -
 and Chief Financial Officer    2000   184,615   540,000               30,000                              -

Peters, Dwayne E.               2002   160,000    90,000               10,000                              -
 Senior Vice President          2001   160,000   160,000                    -                              -
 Canadian Drilling              2000   160,000   160,000               30,000                              -
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:
(1)   The amounts listed are the bonus amounts earned during the year indicated
      and relate to performance criteria which was met for that year, but the
      cash amounts, if applicable are actually paid during the next year.

(2)   "Other Annual Compensation" did not exceed the lesser of $50,000 and 10%
      of the total annual salary and bonus of the Named Executive Officers.

(3)   Mr. Swartout is entitled to a retiring allowance which was established in
      1996 which contemplates an amount equal to US $1,500,000 plus US $100,000
      which is accumulated for each year commencing on April 30, 1996, and for
      ten years thereafter.


<PAGE>

         Option/SAR Grants during Financial Year Ended December 31, 2002
<TABLE>
<CAPTION>
                                                                                 MARKET VALUE OF
                          SECURITIES         % OF TOTAL                       SECURITIES UNDERLYING
                             UNDER          OPTIONS/SARS         EXERCISE      OPTIONS/SARS ON THE
                         OPTIONS/SARS   GRANTED TO EMPLOYEES   OR BASE PRICE      DATE OF GRANT       EXPIRATION
 NAME                   GRANTED (#)(1)    IN FINANCIAL YEAR    ($/SECURITY)      ($/SECURITY)(2)         DATE
- -----------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                 <C>                 <C>                  <C>
Swartout, Hank B.         100,000            12.72%              41.06               41.06       December 31/10
                          100,000            12.72%              52.61               52.61       December 31/10
Comeau, Larry J.           60,000             7.63%              50.97               50.97       December 31/06
McNulty, Michael J.             -                 -                  -                 -                      -
Tremblay, Dale E.          37,500             4.77%              50.97               50.97           July 31/07
Peters, Dwayne E.          10,000             1.27%              50.97               50.97           June 31/07
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
(1)   Options are exercisable for common shares of the Corporation and, except
      for those issued to Hank Swartout after January 2001, vest over a four
      year period with an options maximum term being five years. Options issued
      to Hank Swartout after January 2001 vest one year after the issue date and
      are exercisable until the earlier of December 31, 2010 or sixty days after
      he ceases to be employed full-time by the Corporation.

(2)   The exercise price of all stock options are based upon the closing price
      on the Toronto Stock Exchange on the most recent trading day preceding the
      date of the grant.


Summary Compensation Table

                           Aggregated Option Exercises
                During Financial Year Ended December 31, 2002 and
                        Financial Year End Option Values
<TABLE>
<CAPTION>
                                                                                         VALUE OF
                                                                                        UNEXERCISED
                                                                 UNEXERCISED           IN-THE-MONEY
                                   SECURITIES    AGGREGATE      OPTIONS/SARS            OPTIONS AT
                                    ACQUIRED       VALUE      AT DEC. 31, 2002         DEC. 31, 2002
                                   ON EXERCISE   REALIZED     (#) EXERCISABLE/       ($) EXERCISABLE/
 NAME                                  (#)        ($) (1)       UNEXERCISABLE        UNEXERCISABLE (2)
- -------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>                <C>
Swartout, Hank B.                   303,967     9,296,914    592,593/403,440    10,117,607/4,224,028
Comeau, Larry J.                          -             -     57,500/217,500     1,003,375/1,536,775
McNulty, Michael J.                       -             -      18,250/35,000         354,062/133,750
Tremblay, Dale E.                     7,400       293,928     60,193/120,000       1,708,227/501,750
Peters, Dwayne E.                         -             -      18,750/40,000         477,187/334,500
- -------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
(1)   This amount is calculated by multiplying the number of common shares under
      options exercised, by an amount equal to the difference between the market
      value of the common shares on the date of exercise and the exercise price
      of those options.

(2)   This amount has been calculated by multiplying the number of common shares
      under options (the "In-the-Money Options") owned by the Named Executive
      Officer which have an exercise price of less than $50.95 (being the
      closing price of the common shares on December 31, 2002) by the difference
      between $50.95 and the exercise price of those In-the-Money Options.

Common Share Performance -- Toronto Stock Exchange

APR     APR    DEC   DEC     DEC     DEC
INDEX               1998    1999    1999     2000     2001   2002
- ----------------------------------------------------------------------
Precision                    100      74      109      165    121 150
S&P/TSX Composite    100      92     110      117      100     86
- ----------------------------------------------------------------------


<PAGE>

Common Share Performance -- New York Stock Exchange

APR     APR    DEC   DEC     DEC     DEC
INDEX               1998    1999    1999     2000     2001    2002
- -----------------------------------------------------------------------
Precision                    100      72      108      157     108 136
S&P 500              100     120     132      119      103      79
OSX                  100      65      74      107       75      74
- -----------------------------------------------------------------------


LONG TERM INCENTIVE PLANS

         Other than the Corporation's Employee Stock Option Plans, details of
which are provided below, the Corporation does not have any plans which provide
compensation intended to serve as an incentive for performance to occur over a
period longer than one year.

EMPLOYMENT CONTRACTS

         Employment contracts have been entered into with all of its five Named
Executive Officers.

         The agreement with Hank Swartout provides for an annual base salary of
at least $550,000 and an increase to be negotiated based on the base salary of
the Chief Executive Officers of similar corporations. There is a provision for
bonus in an amount based upon certain parameters established by the directors
which are subject to a cash value added calculation for the previous year up to
a maximum of four times the base salary for the applicable year. The agreement
provides for the issuance of options to purchase common shares of the
Corporation on the basis of 100,000 options each six months commencing effective
January 1, 2001 and ending July 1, 2005 and will vest after a one year period
and be exerciseable until the earlier of December 31, 2010 or 60 days after he
ceases to be employed full time by the Corporation. In addition, that agreement
provides that upon termination of his employment; (i) as a result of a hostile
takeover bid he shall be entitled to compensation equal to four times the Best
Year; and (ii) as a result of termination without cause or a change of control
of the Corporation, (except pursuant to a hostile takeover bid), he shall be
entitled to compensation equal to three times the Best Year; and, (iii) in any
event, a Retirement Allowance equal to US $1,500,000 plus a separate amount of
US $100,000 which is to be accumulated each fiscal year commencing April 30,
1996, and for a period of 10 years thereafter. For the purposes of the
foregoing, "Best Year" means, the amount equal to the highest amount paid (or
payable) with respect to basic salary plus bonus for any one year during the
last three years prior to the termination date.

         The employment agreements with three of the other Named Executive
Officers, being Larry J. Comeau, Dale E. Tremblay and Dwayne E. Peters provide
for a base salary, bonus and stock options to be determined by the Corporation
from time to time and also provide for a payment, in the event of a change of
control and termination thereafter, of 24 month's base salary plus two times
their most recent bonus amount. In the case of Michael J. McNulty, the contract
provides for a payment, in the event of change of control and termination
thereafter, of 18 months base salary plus two times his most recent bonus
amount.


COMPOSITION OF THE COMPENSATION COMMITTEE

         The Compensation Committee reports to the Board of the Corporation and
consists of two directors being Steven C. Grant and Murray K. Mullen. The
members of the Compensation Committee are outside directors. The Committee meets
to review compensation policies and issues as required with a minimum of two
meetings per year.


<PAGE>

REPORT ON EXECUTIVE COMPENSATION

Compensation Philosophy and Process

         The compensation of the executive officers by the Corporation is
determined on the basis of several factors, including, competitive compensation
within the international drilling and oilfield service industry, individual
performance and overall corporate performance. Competitive compensation is
measured using benchmarks of peer group companies and participation in
compensation surveys.

Composition and Role of the Compensation Committee

The Corporation's executive compensation program (the "Compensation Program") is
governed by the Compensation Committee of the Board of Directors of the
Corporation (the "Compensation Committee"). The Compensation Committee has, as
part of its mandate, responsibility for remuneration of the executive officers
of the Corporation and also evaluates the performance of the Corporation's chief
executive officer and reviews the design and competitiveness of the
Corporation's Compensation Program. During 2002, the members of the Compensation
Committee were Murray K. Mullen and Steven C. Grant, both of whom are outside
directors and, neither of them are, nor ever have been, employees of the
Corporation. The Compensation Committee meets at least twice annually or more
often as needed. The Compensation Committee met three times in 2002.

Compensation Committee Report

The compensation of the executive officers by the Corporation is determined on
the basis of several factors, including competitive compensation within the
international drilling and oilfield service industry, individual performance and
overall corporate performance. Competitive compensation is measured using
benchmarks of peer group companies and reviews of compensation surveys. The
compensation package consists of four elements: base salary, bonuses, stock
options and benefits. In addition, under the terms of the agreement with the
Chief Executive Officer described on page seven of this report, he will receive
a retiring allowance.

Base Salary

The Compensation Committee believes that overall levels of compensation should
be tied to corporate performance. Accordingly, base salaries for each of the
executive officers are established at or under the median level for similar
positions in companies of comparable size within the international drilling and
oilfield service industry.

The median base salaries for the Chief Executive Officer and the Chief Financial
Officer were based on a report obtained by the Compensation Committee in
November 2000 from an independent global human resources consultant (the
"Consultant") which provided total compensation information for chief executive
officers and chief financial officers of 20 public companies in Canada and the
United States. The Consultant also provided the Compensation Committee with a
report on long-term incentive strategies.

Bonus Pool

The amount available for the payment of the bonus component of the Compensation
Program is based primarily upon a cash value added amount which is calculated
pursuant to a specific formula which has been approved by the Compensation
Committee. That formula starts with determining a base amount of cash earnings
of the Corporation for a particular fiscal year, which base earnings provides
for an appropriate return on the capital employed by the Corporation during that
year (the "Basic Return Amount"). If the actual cash earnings of the Corporation
exceed the Basic Return Amount, that excess amount of cash earnings then becomes
the amount of cash value added (the "CVA Amount"). The general bonus pool for
executives will only be established if there is a CVA Amount. If an acceptable
return on capital employed is not earned in a particular year (therefore, there
being no CVA Amount), there is no bonus pool available to be distributed to the
executives. If there is a CVA Amount, the Compensation Committee determines, on
a yearly basis, what percentage of the CVA Amount will be available for the
bonus pool and what percentage of that bonus pool shall be available to the
Chief Executive Officer. In each case those percentages are at the discretion of
the Compensation Committee, however, the amount of bonus available for
allocation


<PAGE>

to the CEO shall not be more than 50% of the bonus pool and shall also not be
more than four times the base salary of the CEO. The CEO then, in consultation
with the Compensation Committee, allocates the remainder of the bonus pool to
the other executive officers subject to the restriction that a bonus shall not
exceed two times the base salary of a senior vice-president or an amount equal
to the base salary of a vice-president or lower.

The CVA Amount with respect to the 2001 fiscal year was determined to be
$225,000,000 and the Compensation Committee set the bonus pool at 3.2% of the
CVA Amount or $6,000,000 with the Chief Executive Officer being entitled to
$2,200,000 with respect thereto, which amount was paid to the CEO as a bonus in
2002. There was no CVA Amount for the 2002 fiscal year, therefore there will be
no bonus pool available to the executives of the Corporation to be paid out in
2003. In addition to the foregoing, the Compensation Committee can approve
discretionary bonuses to certain individuals, notwithstanding the CVA Amount.
Those can be determined on a case-by-case basis.

Stock Options

The allocation of stock options and the terms thereof are designed to be an
integral component of the compensation package.

The Corporation has stock option plans for employees generally. The Corporation
has a number of plans which are all essentially the same with the exception of
the number of options which may be granted pursuant to each plan. The reason for
the various plans arise from the rules of the Toronto Stock Exchange which
require a set number of shares to be stated in a stock option plan. The
Corporation has always had less than 10% of its issued and outstanding shares
available to be issued pursuant to the stock option plans. The Corporation has
historically created a new stock option plan as more shares become available to
be issued pursuant to options, the total number of which (aggregating all of the
plans) are slightly less than 10% of the issued and outstanding shares of the
Corporation. No shares of the Corporation may be issued pursuant to any newly
created stock option plan until such plan has been approved by the shareholders
of the Corporation.

Options are issued pursuant to stock option agreements which are entered into
with each employee separately and in all cases, except for the Chief Executive
Officer, options which have been granted expire on or about the fifth
anniversary date of the award date and generally 25% (on a cumulative basis) may
be exercised each year by the employee. The purchase price of common shares upon
exercise of an employee option will be the market value of such shares based
upon the closing price of the common shares on the Toronto Stock Exchange of the
Corporation on the trading day immediately preceding the award. Options issued
to the Chief Executive Officer are described under the heading "Compensation of
the President" below.

Although, all of the stock option agreements previously entered into with
employees of the Corporation, other than recently with the Chief Executive
Officer, expire on or about the fifth anniversary date after the date of grant
of the option, all Stock Option Plans, previous to the 2003 Stock Option Plan,
did allow for an expiry date of up to ten years from the date of the grant of
the option. The Board of Directors has amended all Stock Option Plans in
existence, and which are previous to the 2003 Stock Option Plan, to provide that
any stock options issued pursuant to such plans after December 31, 2003 shall
expire on a date which is no later than eight years after the date of grant of
the option. The 2003 Stock Option Plan specifically provides that any options
issued pursuant to such plan shall expire on a date which is no later than seven
and one half years after the date of grant of the option pursuant to such plan.

As at December 31, 2002, the Corporation had issued options to purchase a total
of 4,119,328 common shares of the Corporation pursuant to the various stock
option plans of which 1,627,777 of those options had vested at that time.

With the exception of the Chief Executive Officer, stock options are granted to
the executives of the Corporation at the discretion of the Chief Executive
Officer.


<PAGE>

Benefits

The benefits package available to the executive officers of the Corporation is
the same as that offered to all full-time employees of the Corporation and its
subsidiaries. In addition to group benefits, executive officers are also covered
for additional accidental death and dismemberment benefits.

The Corporation's overall benefits package is competitive and, based on surveys
that the Corporation has participated in, is in the top quartile on plan design
and cost sharing arrangements. The Corporation pays all core benefits and the
employees pay the full amount of long term disability premiums and for any
optional benefits.

The benefits package for the Named Executive officers includes basic term life
insurance and dependent life insurance, accidental death and dismemberment,
dental, extended health care for drugs and eyeglasses, short and long term
disability, and an employee assistance program. In addition, the Corporation
contributes to a group Registered Retirement Savings Plan and a defined
contribution pension plan with contribution pension plan with contributions of
up to 5% of base salary.

Compensation of the Chief Executive Officer

The Compensation of the Chief Executive Officer of the Corporation (the "CEO")
arises from an Employment Agreement entered into on January 1, 2001 with a term
of five years (the "CEO Agreement").

That CEO Agreement contemplates a base salary of $550,000 which may increase to
the median range of base salaries for chief executive officers of similar
companies to the Corporation. For the 2002 fiscal year, those companies included
BJ Services Company, Smith International, Inc., Weatherford International Inc.,
Baker Hughes Incorporated and Pride International Inc. Based on that review, it
was determined that the base salary for the CEO for 2002 should be $800,000,
however, during 2002, the CEO was paid a base salary of $550,000. The CEO
declined the $250,000 salary adjustment for 2002. The bonus payable to the CEO
is described under the "Bonus Pool" section above. The stock options issuable to
the CEO have been set on the basis of a grant of 100,000 options every six
months for the five year period commencing January 1, 2001 and ending July 1,
2005. More specific terms of that agreement are described under "Employment
Agreements" above.

The CEO Agreement was entered into at the time that the Board of Directors had
agreed to a new direction for the Corporation which contemplated a substantial
ongoing investment in the Technology Services Group segment which would require
a significant increase in research and development expenditures to allow for new
and improved downhole tool technology and to also allow for a worldwide
geographical expansion with respect to the Technology Services Group.

The Board of Directors of the Corporation was of the view that this strategic
direction would take a number of years before any meaningful results would be
achieved and during that time the Corporation would have to commit to
significant capital expenditures as well as a commitment from the CEO.

Those factors, coupled with the cyclical nature of the international oil and gas
well services industry and risks involved in developing new or improved
technology, led the Board to recognize that the cash value added formula could
give rise to a substantial reduction in the bonus pool available to the CEO and
the other executives. That being the case, a higher relative weight was given to
the issuance of stock options to provide incentive to the CEO over a longer
period which the Board was of the view was necessary to carry out and complete
this new strategic direction. The CVA Amount for 2002 was nil, therefore no
bonus will be paid to the CEO in 2003.



                                        Presented by the Compensation Committee.

                                                                Murray K. Mullen

                                                                 Steven C. Grant


<PAGE>

COMPENSATION OF THE DIRECTORS

The Board, through its Compensation Committee, periodically reviews the adequacy
and form of compensation for its directors. The Board considers time commitment,
comparative fees, responsibilities and potential liabilities in determining
remuneration. During the 2002 fiscal year, compensation was in the form of an
annual fee payment of US$16,000 and meeting fees of US$1,000 per meeting. The
Chairman of each committee is also entitled to a yearly honorarium of US$5,000
In addition, each non-executive director has been granted options to purchase
common shares of the Corporation ("Options") at market price at the time of the
grant.

There is no particular agreement with respect to the issuance of Options to
non-executive directors. Options were first issued to non-executive directors in
1999 on the basis of 15,000 Options to each non-executive director, vesting at
5,000 Options per year with all Options expiring in five years from the date of
the grant. A further 5,000 Options were issued to each non-executive director in
2000 and 2001, which Options vested in one year and had an expiry of five years
from the date of the grant. In 2002, Options to purchase 20,000 common shares of
the Corporation were issued to Fred W. Pheasey and Patrick M. Murray at the time
they were appointed as new directors of the Corporation. Those Options vested at
5,000 per year for a four year period and expired five years from the date of
the grant. No Options were issued to any other directors in 2002. In all cases
the exercise price for Options issued was the closing price on the Toronto Stock
Exchange on the day prior to the grant. In addition, the stock option plans
provide for a restriction on the number of Options which may be issued to
non-executive directors so that no further Options may be issued to any
non-executive director if such would exceed 7% of the total number of common
shares which may be issuable upon exercise of options outstanding under all
option plans of the Corporation.



<PAGE>

                              CORPORATE GOVERNANCE

         The Toronto Stock Exchange Committee on Corporate Governance has issued
a series of proposed guidelines for effective corporate governance (the "TSX
Report") which the Toronto Stock Exchange has adopted. The Corporation is
required to disclose certain specified corporate governance information with
reference to the TSX Report. The guidelines address items such as the
constitution and independence of corporate boards, the functions to be performed
by boards and their committees and the effectiveness of education of boards. The
report of the Corporate Governance Committee which compares the corporate
governance practices of the Corporation to the guidelines set forth in the TSX
Report is set out in Schedule "A" hereto.

         The Board of Directors of the Corporation believes that sound corporate
governance practices are essential to the effectiveness of the Corporation and
these practices should be reviewed regularly.

MANDATE OF THE BOARD

         The Corporation's Board of Directors are stewards of the organization.
As such they have a responsibility to oversee the conduct of the business and to
provide direction to management and ensure all major issues affecting the
business affairs of the organization are given proper consideration.

         With the assistance of senior management, who report on the risks of
the Corporation's business, the Board considers, and has input into, the
assessment and management of those risks on a regular basis.

         The Board takes responsibility for appointing the Chief Executive
Officer and is consulted on the appointment of other senior officers and is also
responsible for the consideration of succession issues. The Board, through the
Compensation Committee, formally reviews the Chief Executive Officer's
remuneration and performance. Senior management participates in appropriate
professional and personal development activities, courses and programs on a self
directed basis and the Board supports management's commitment to training and
development of all employees.

         The Board requires accurate, timely and effective communication to the
Corporation's shareholders. Regular news releases are made at least quarterly
which report quarterly and annual results. Supplemental releases are made
highlighting material facts and updating the Corporation's activities. The Board
currently delegates this ongoing reporting responsibility to management. The
Board, in conjunction with its Audit Committee, assesses the integrity of the
Corporation's internal controls and management.

BOARD COMPOSITION AND COMMITTEES

         The Board is currently composed of eight members. The Board has
appointed three committees, the Audit Committee, the Compensation Committee and
the Corporate Governance and Nominating Committee.

         During 2002 the Corporation held nine Board meetings, of which three of
the eight Directors attended all nine meetings and two Directors each
respectively attended eight of the nine meetings, one director attended seven of
the nine meetings and the two directors who joined the Board in July, 2002
attended four of the nine meetings. During 2002, three Compensation Committee
Meetings, six Corporate Governance and Nominating Committee Meetings and five
Audit Committee meetings were held. All respective Committee Members attended
all of their respective Committee meetings.

         In addition to the above-described meetings, the Corporation held an
all-day strategy session in September 2002, attended by all the Directors,
during which the Directors worked with senior management of the Corporation to
establish a strategic plan for the Corporation.

         The Corporation is required to have an Audit Committee. The directors
who are currently members of that Committee are Robert J.S. Gibson, Patrick M.
Murray and H. Garth Wiggins all of whom are not members of management. The
Compensation Committee members


<PAGE>

include Steven C. Grant and Murray K. Mullen. The Corporate Governance Committee
members include W.C. (Mickey) Dunn, Robert J.S. Gibson and Fred W. Pheasey.

         The Audit Committee is responsible for reviewing the Corporation's
financial reporting procedures, internal controls and the performance of
external auditors. The members of the Audit Committee have direct access to
external auditors.

         The Compensation Committee reviews the performance and recommends the
remuneration of the Chief Executive Officer and reviews the overall remuneration
and personnel policies developed by management.

SARBANES-OXLEY INITIATIVES

         As a result of the many recently reported bankruptcies and other
failures of large United States companies which stem from apparent inadequacies
in corporate governance and appropriate disclosure to the public, the Congress
of the United States has passed legislation known as the Sarbanes-Oxley Act
which has mandated numerous changes in how companies govern themselves and
disclose information. Precision Drilling Corporation is now subject to the new
U.S. rules due to the fact that it is listed on the New York Stock Exchange.

         One of the major new requirements arising out of the Sarbanes-Oxley Act
is that companies such as Precision must have their Chief Executive Officer and
Chief Financial Officer certify that the Company has designed disclosure
controls and procedures to ensure that material information relating to
Precision is made known to the Securities and Exchange Commission and to the
public generally.

         In order to meet the new legislative requirements and allow the Chief
Executive Officer and the Chief Financial Officer to make the appropriate
certification, a disclosure committee of certain senior management personnel of
the Corporation has been formed in order to oversee, on a continuous basis, the
new disclosure requirements.

         The mandate of the Disclosure Committee is to oversee disclosure
controls and procedures which are designed to ensure timely collection and
evaluation of financial and non-financial information; ensure that there is a
process to allow all levels of employees access to appropriate Board members to
bring "Whistle Blower" issues to the Board which are not being adequately dealt
with by management of the Corporation; capture information that is relevant to
an assessment of the need to disclose developments and risks that pertain to the
company's businesses; and cover information that must be evaluated in the
context of the disclosure requirement of the U.S. Securities and Exchange Act
Rule 12b-20, which provides that "in addition to the information expressly
required to be included in a statement or report, there shall be added such
further material information, if any, as may be necessary to make the required
statements, in the light of the circumstances under which they were made, not
misleading".

         The Disclosure Committee will also address the evaluation of the
disclosure controls, which evaluation will review the performance of the
disclosure process in terms of identified weaknesses and mistakes as well as
evaluating ways that the Corporation's systems can grow and evolve with its
business so that weaknesses do not arise in the future.

         In response to the Sarbanes-Oxley Act, the New York Stock Exchange has
also mandated additional corporate governance requirements for corporations
listed thereon. The requirements which affect the Corporation include a
requirement to have audit, corporate governance and nominating and compensation
committees of the boards of directors and that such committees establish
charters that state each of those committees' roles and responsibilities. As
well, the corporate governance and nominating committee is to establish
corporate governance guidelines and ethics policies that relate to overall board
and corporate management.

         In response thereto, each of the Corporate Governance and Nominating
Committee, the Compensation Committee and the Audit Committee has reviewed and
revised its charter to include any Sarbanes-Oxley Act or new requirements of the
New York Stock Exchange. The revised charters for each of those committees,
along with the Code of Ethics Policy will be posted on the Corporation's
website.


<PAGE>

         The New York Stock Exchange has also mandated that each of the members
of the Corporate Governance and Nominating, the Compensation and Audit
Committees must be independent directors and additionally, with respect to the
Audit Committee, at least one of those members must qualify as a financial
expert by having accounting or related financial management expertise. The
Corporate Governance and Nominating Committee has reviewed these requirements
and has determined that such have been met.


                  INTEREST OF InSIDERS IN MATERIAL TRANSACTIONS

         There were no material interests, direct or indirect, of directors and
senior officers of the Corporation, nominees for director, any shareholder who
beneficially owns more than 10% of the shares of the Corporation, or any known
associate or affiliate of such persons, in any transaction since the
commencement of the Corporation's last completed financial year, or any proposed
transaction which has materially affected or would materially affect the
Corporation or any of its subsidiaries.


      INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

         Management of the Corporation is not aware of any material interest of
any director or nominee for director, or senior officer or any one who has held
office as such since the beginning of the Corporation's last financial year or
any associate or affiliate of any of the foregoing in any matter to be acted on
at the Meeting except as disclosed herein.


                                   CERTIFICATE

         The foregoing contains no untrue statement of a material fact and does
not omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it is made.

             DATED at Calgary, Alberta this 9th day of April, 2003.




              HANK B. SWARTOUT                    DALE E. TREMBLAY
           Chief Executive Officer             Chief Financial Officer



           REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
                          OF THE BOARD OF DIRECTORS OF
                         PRECISION DRILLING CORPORATION
                       (the "Corporation" or "Precision")

CORPORATE GOVERNANCE GUIDELINE

ALIGNMENT

COMMENTARY

1.       The Board should explicitly assume responsibility for the stewardship
of the Corporation.

         Yes


<PAGE>

Pursuant to the formal Strategic Plan of the Corporation the Board of Directors
(the "Board") has a formal mandate with the responsibility for the stewardship
of the Corporation, which it seeks to discharge by establishing policy along
with providing leadership to management and an appropriate level of supervision
of these policies.

         a)       Adoption of a strategic planning process.

         Yes

The Board has established a formal strategic planning process that is reviewed
on an annual basis at a special meeting of the Board and Senior Management at
which the strategic plan is adopted.

         b)       Identification of principal risks and implementing risk
                  management systems.

         Yes

The Board identifies and considers the risks in the operations of the business
of Precision and establishes policies as to how to monitor and manage those
risks. In addition, the Board receives quarterly environmental reports, reports
on legal issues and compliance reports.

         c)       Succession planning and monitoring senior management.

         Yes

The Corporate Governance and Nominating Committee annually reviews the adequacy
of the Corporation's succession plan. The Compensation Committee formally
evaluates the performance of the Chief Executive Officer ("CEO") and sets
specific goals for the Corporation and the CEO to meet, all of which is
subsequently reviewed by the Board.

         d)       Communication policy.

         Yes

The Corporation has a written communication policy pertaining to dealing with
the media and with respect to all continuous disclosure and public reporting
requirements to its shareholders and the investment community. Issues arising
from this Communication Policy are dealt with by a committee of officers of the
Corporation consisting of the Chief Executive Officer, the Chief Financial
Officer, the Senior Vice President Operations Finance, the Vice President
Finance, the Corporate Secretary, and legal counsel. The disclosed information
is released through newswire services, the internet website and mailings to
shareholders.

         e)       Integrity of internal control and management information
                  systems.

         Yes

The integrity of the Corporation's internal control and management information
systems is monitored by the Board and its committees. The Audit Committee is
responsible for the internal controls over accounting and financial reporting
systems. Quarterly financial presentations are made to the Audit Committee. The
Audit Committee receives direct reports from the external auditors of the
Corporation which includes discussion without the presence of management.

2.       Majority of directors should be unrelated.

Yes

Seven of the eight directors of the Corporation are independent and unrelated.
An "unrelated" director under the guidelines is a director who is independent
from management and is free from any interest or any business or other
relationship which could, or could reasonably be perceived to, materially
interfere with the director's ability to act with a view to the best interests
of the Corporation, other than interests and relationships arising from
shareholdings. A "related" director under the guidelines is a director who is
not an unrelated director. The Corporation does not have a significant
shareholder.

3.       Disclosure for each Director, whether he or she is related, and how
         that conclusion was reached.

Yes

Mr. Hank B. Swartout, who is the Chairman and Chief Executive Officer of the
Corporation, is a related director. Murray K. Mullen is Chairman, President and
CEO of Mullen Transportation Inc. ("MTI"), a corporation which provides trucking
services to Precision. The Board considered the size of MTI and the amount of
business derived directly from Precision, which was not material to MTI nor to
Precision and therefore determined that Mr. Mullen is an unrelated director.


<PAGE>

The remaining directors, being W.C. (Mickey) Dunn, Steven C. Grant, Robert J.S.
Gibson and H. Garth Wiggins, Fred W. Pheasey and Patrick M. Murray are all
unrelated directors.

4.       a)       Appointment of a committee responsible for
                  appointment/assessment of Directors.

Yes

The Corporate Governance and Nominating Committee has a mandate to:

o        make recommendations to the Board with respect to nominees to the Board
         of Directors; A assess the effectiveness of the Board and of
         Committees; A recommend committee members and the chair of committees.

o        develop and maintain appropriate orientation programs for new
         directors;

o        monitor procedures to ensure that the Board can function independently
         of management;

o        ensure that there is a process in place to allow all levels of
         employees access to the Board to bring "Whistle Blower" issues to the
         Board which are not being adequately dealt with by Management of the
         Corporation;

o        ensure that the Board is made aware of current and evolving
         legislation, regulations and guidelines relating to applicable
         corporate governance issues; and

o        establish procedures to enable individual Directors to engage outside
         advisors under appropriate circumstances.

         b)       Comprised exclusively of non-management directors, a majority
                  of whom are unrelated.

Yes

Precision's Corporate Governance and Nominating Committee is mandated to be
comprised exclusively of non-management directors.

5.       Implement a process for assessing the effectiveness of the Board, its
         committees and individual directors.

Yes

Precision's Corporate Governance and Nominating Committee has the mandate to
periodically review the effectiveness of the Board and its committees and does
carry out such review on an annual basis.

6.       Provide orientation and education programs for the new recruits to the
         Board.

Yes

The current practice requires the Corporate Governance and Nominating Committee
to provide an orientation for new Board members. The process of education and
orientation has been formalized by adoption of a Director's manual to assist in
that formal orientation program.

7.       Consider the size of the Board, with a view to improving effectiveness.

Yes

Precision's Corporate Governance and Nominating Committee has the ongoing
mandate of assessing the size of the Board and its composition to determine
whether it has all of the necessary constituents for effective decision making.
This review is carried out annually. Precision's present Board size of eight
members brings the necessary skills and experience to Board decision making to
form an effective decision making body. In addition, the Board has instituted a
policy of term limits of fifteen (15) years on the Board and age limits of
seventy (70) years.

8.       Review of compensation of Directors in light of risks and
         responsibilities.

Yes

The Compensation Committee is mandated to review and recommend to the Board the
remuneration for Directors.

9.       a)       Committees should be generally composed of non-management
                  directors.

         Yes

The three committees of the Board are comprised solely of non-management
members.

         b)       Majority of committee members should be unrelated.

         Yes

All of the committee members are unrelated.


<PAGE>

10.      Appoint a committee responsible for approach to Corporate Governance
         issues.

Yes

The Corporate Governance and Nominating Committee is mandated to be responsible
to the Board for governance of the Corporation, including:

o        the Corporation's approach to Corporate Governance issues; and

o        the relationship of the Board to management.

11.      a)       Define limits to management's responsibilities by developing
                  mandates for:

                  i)    the Board; and

                  ii)   the CEO.

Yes

The Board has an express mandate. The CEO's limits of authority are clearly
defined. A special committee of the Board must approve all decisions involving
unbudgeted expenditures in excess of $2 million or expenditures in excess of $2
million over budgeted amounts up to no more than $8 million with respect thereto
and any amount in excess of $8 million will be approved by the full Board. The
CEO's annual goals and objectives constitute his mandate on a year to year
basis.

         b)       Board should approve CEO's objectives.

Yes

The Board approves the general strategic objectives of the Corporation at the
annual strategic planning session. Based thereon the Compensation Committee
approves the CEO's specific objectives on an annual basis. These objectives are
considered and adopted by the Board.

12.      Establish procedures to enable the Board to function independently of
         management.

Yes

While the Corporation does not have a chair separate from management, the Board
is confident that it has in place proper procedures to enable it to function
independently of management. The Corporate Governance and Nominating Committee
ensures:

o        reporting and communication is established and maintained between the
         CEO and the Board of Directors; and

o        all proper business requiring consideration of the Board of Directors
         is brought forward to its meetings.

o        after at least each quarterly board meeting the Board of Directors,
         excluding the Chairman meet on an in-camera basis and elect a separate
         chair for that portion of the meeting, with the agenda of discussing
         and assessing those issues that require independent review.

13.      a)       Establish an Audit Committee with a specifically defined
                  mandate.

Yes

Precision's Audit Committee has the mandate to:

i)       review the Corporation's annual and interim financial statements and
         certain other required public disclosure documents;

ii)      make recommendations regarding the appointment of independent auditors;

iii)     review the nature and scope of the annual audit;

iv)      meet with the Corporation's external auditors and review management's
         response to any issues arising from the annual audits of the
         Corporation; and

v)       oversee the Corporation's financial reporting procedures and review the
         internal accounting control systems for the Corporation with the
         auditors and management. b) All members should be non-management
         Directors.

Yes

The Corporation's Audit Committee, by its mandate, cannot have management
directors as members.

14.      Implement a system to enable individual Directors to engage outside
         advisors at the Corporation's expense.

Yes

Individual Directors can engage outside advisors with the authorization of the
Corporate Governance Committee.


<PAGE>


                         PRECISION DRILLING CORPORATION
                             2003 Stock Option Plan
                        (Effective as of March 12, 2003)

1.       PURPOSE

         The purpose of this 2003 Plan is to provide an incentive to the
officers, employees, directors and other key personnel of Precision Drilling
Corporation (the "Corporation") or any of its subsidiaries to achieve the longer
term objectives of the Corporation, to give suitable recognition to the ability
and industry of such persons who contribute materially to the success of the
Corporation and to attract to, and retain in, the employ of the Corporation,
persons of experience and ability, by providing them with the opportunity to
acquire an increased proprietary interest in the Corporation.

2.       DEFINITIONS

         When used in this 2003 Plan, unless there is something in the subject
matter or context inconsistent therewith, the following words and terms shall
have the respective meanings ascribed to them as follows:

         (a)      "Board of Directors" means the Board of Directors of the
                  Corporation;

         (b)      "Common Shares" means the Common Shares of the Corporation and
                  any shares or securities of the Corporation into which such
                  Common Shares are changed, converted, subdivided, consolidated
                  or reclassified;

         (c)      "Corporation" means Precision Drilling Corporation and any
                  successor corporation and any reference herein to action by
                  the Corporation means action by or under the authority of its
                  Board of Directors or a duly empowered committee appointed by
                  the Board of Directors;

         (d)      "Market Value" means the per share closing price for the
                  Common Shares on The Toronto Stock Exchange on the Trading Day
                  immediately preceding the date of such grant providing that
                  such price must not be lower than the Closing Price for The
                  Toronto Stock Exchange on that day;

         (e)      "Option" means an option granted by the Corporation to an
                  Optionee entitling such Optionee to acquire a designated
                  number of Common Shares from treasury at a price to be
                  determined by the Board of Directors, but subject to the
                  provisions hereof;

         (f)      "Option Period" means such period as may be determined by the
                  Board of Directors during which a Optionee may exercise an
                  Option, commencing on the date such Option is granted to such
                  Optionee and ending as specified in this 2003 Plan, or in the
                  Stock Option Agreement but in no event shall an Option expire
                  on a date which is later than seven and one half (71/2) years
                  after the grant of the Option;

         (g)      "Optionee" means a person who is a officer, employee, director
                  or other key personnel of the Corporation or its subsidiaries
                  who is granted an Option pursuant to this 2003 Plan;

         (h)      "2003 Plan" shall mean the Corporation's stock option plan as
                  embodied herein; and

         (i)      "Trading Day" means a day on which at least a board lot of
                  Common Shares shall have been sold through the facilities of
                  The Toronto Stock Exchange or other relevant stock exchange.

3.       ADMINISTRATION AND ELIGIBILITY

         The 2003 Plan shall be administered by the Board of Directors. The
Board of Directors shall have full and final discretion to interpret the
provisions of the 2003 Plan and, with the exception set forth in subparagraph
6(b) and paragraph 17 hereof, to prescribe, amend, rescind and waive rules and
regulations to govern the administration and operation of the 2003 Plan, and all
decisions and interpretations made by the Board of Directors shall be binding
and conclusive upon the Optionees and the Corporation subject to shareholder
approval if required by any relevant stock exchange. The Board of Directors may
at any time, and from time to time, designate those Optionees who


<PAGE>

are to be granted an Option pursuant to the 2003 Plan and grant an Option to
such Optionee. Notwithstanding the foregoing, or any other provision contained
herein, the Board of Directors shall have the right to delegate to the President
of the Corporation the administration and operation of the 2003 Plan and the
right to designate Optionees and grant Options to such Optionees, with the
exception of grants of options to directors and the President.

4.       COMMON SHARES RESERVED

         (a)      The number of authorized but unissued Common Shares that may
                  be subject to Options granted to Optionees under the 2003 Plan
                  at any time shall not exceed 400,000 Common Shares.

         (b)      The aggregate number of Common Shares reserved for issuance to
                  any one (1) individual pursuant to this 2003 Plan and all
                  previous stock option plans, shall not exceed five percent
                  (5%) of the issued and outstanding Common Shares of the
                  Corporation.

         (c)      The foregoing provisions of this paragraph 4 are subject to
                  the appropriate adjustment, as set forth in paragraph 11
                  hereof, both in the number of Common Shares covered by
                  individual grants and the total number of Common Shares
                  authorized to be issued hereunder, to give effect to any
                  relevant changes in the capitalization of the Corporation.

         (d)      Common Shares in respect of which Options are not exercised
                  will be available for subsequent Options.

5.       PARTICIPATION

         (a)      Participation in the 2003 Plan shall be entirely voluntary and
                  any decision not to participate shall not affect an Optionee's
                  relationship or employment with the Corporation.

         (b)      Notwithstanding any express or implied term of this 2003 Plan
                  to the contrary, the granting of an Option pursuant to the
                  2003 Plan shall in no way be construed as a guarantee of
                  employment by the Corporation to the Optionee.

         (c)      No Optionee shall have any of the rights of a shareholder in
                  respect to Common Shares under an Option until such Common
                  Shares shall have been paid for in full and issued by the
                  Corporation pursuant to this 2003 Plan.

6.       OPTION AGREEMENTS

         (a)      Subject to subparagraph 6(b), a written agreement will be
                  entered into between the Corporation and each Optionee to whom
                  an Option is granted hereunder, which agreement will set out
                  the number of Common Shares subject to option, the exercise
                  price and any other terms and conditions approved by the Board
                  of Directors, all in accordance with the provisions of this
                  2003 Plan (herein referred to as the "Stock Option
                  Agreement"). The Stock Option Agreement will be in such form
                  as the Board of Directors may from time to time approve, and
                  may contain such terms as may be considered necessary in order
                  that the Option will comply with any provisions respecting
                  options in the income tax or other laws in force in any
                  country or jurisdiction of which the Optionee may from time to
                  time be a resident or citizen or the rules of any regulatory
                  body having jurisdiction over the Corporation.

         (b)      No Options shall be granted to any director of the
                  Corporation who is not also an officer of the Corporation if
                  such grant could result, at any time, in the total number of
                  Shares issuable to all directors of the Corporation who are
                  not also officers of the Corporation pursuant to Options
                  exceeding 0.50% of the issued and outstanding Common Shares of
                  the Corporation.

7.       EXERCISE OF OPTIONS

         (a)      Subject to Paragraph 8 hereof, Optionee shall be entitled to
                  exercise an Option granted to Optionee at any time prior to
                  the expiry of the Option Period, subject to vesting
                  limitations which may be imposed by the Board of Directors at
                  the time such Option is granted.


<PAGE>

         (b)      The exercise price of an Option granted under the 2003 Plan
                  shall be as determined by the Board of Directors when such
                  Option is granted subject to any limitations imposed by any
                  relevant stock exchange or regulatory authority, and shall be
                  an amount at least equal to the Market Value of the Common
                  Shares.

8.       TERMINATION OF OPTIONS

         Unless specifically amended or otherwise dealt with in a Stock Option
Agreement:

         (a)      in the case of death of an Optionee, the right to exercise an
                  Option shall extend to the earlier of (i) one year after the
                  date of death or (ii) the expiry date of the Option set forth
                  in the Stock Option Agreement, to the extent such Option was
                  exercisable by Optionee on the date of death of the Optionee;
                  and

         (b)      in the case of termination or cessation of employment of an
                  Optionee for any reason (other than death) the right to
                  exercise an Option shall be limited to and shall expire on the
                  earlier of 60 days after the date of termination or cessation,
                  or the expiry date of the Option set forth in the Stock Option
                  Agreement, to the extent such Option was exercisable by
                  Optionee on the date of termination of such employment. For
                  greater certainty, any reference to a cessation of employment
                  of the Optionee with the Corporation for any reason, other
                  than death, is a reference to the occurrence of such fact
                  howsoever that arises, and if any Optionee is entitled to
                  reasonable notice of termination of employment or compensation
                  in lieu thereof, or is entitled to a specific period of notice
                  or compensation in lieu thereof, then the Optionee is not
                  entitled to claim any right to further unvested Common Shares
                  which may be available pursuant to an Option or further time
                  to exercise vested Common Shares available pursuant to an
                  Option during the said reasonable notice period or during the
                  said specific notice period, or to compensation in lieu
                  thereof by way of general damages, or special damages, whether
                  in contract, in tort or otherwise.

         (c)      The Corporation shall have the authority to either provide for
                  in the future or to amend all outstanding option agreements of
                  outside directors of the corporation (being a director of the
                  corporation who is not also a full time employee of the
                  corporation) to provide for the right to such director to
                  exercise all of that director's outstanding options within
                  sixty (60) days of termination as a director of the
                  corporation if such termination occurs as a result of a forced
                  retirement due to the implementation of a policy to force
                  directors to retire from the board due to a term limit of more
                  than fourteen (14) years as a board member or due to an age
                  limit of greater than sixty-nine (69) years or more.

9.       OPTIONEE'S RIGHTS NOT TRANSFERABLE

         (a)      No right or interest of any Optionee in or under the 2003 Plan
                  is assignable or transferable, in whole or in part, either
                  directly or by operation of law or otherwise in any manner
                  except by bequeath or the laws of descent and distribution.

         (b)      Subject to the foregoing, the terms of the 2003 Plan shall
                  bind the Corporation, its successors and assigns, and each
                  Optionee, his heirs, executors, administrators and personal
                  representatives.

10.      TAKEOVER OR CHANGE IN CONTROL

         The Corporation shall have the power, in the event of:

         (a)      any disposition of substantially all of the assets of the
                  Corporation, on the dissolution, merger, amalgamation or
                  consolidation of the Corporation, with or into any other
                  corporation, or the merger, amalgamation or consolidation of
                  any other corporation into the Corporation,

         (b)      any change in control of the Corporation, or

         (c)      an offer is made generally to the holders of the Corporation's
                  voting securities to purchase those securities and which is a
                  "takeover bid" as defined in the Securities Act (Alberta),


<PAGE>

to amend the Stock Option Agreement to permit the exercise of any or all of the
remaining Options prior to the completion of any such transaction. If the
Corporation shall exercise such power, the Option shall be deemed to have been
amended to permit the exercise thereof in whole or in part by the Optionee at
any time or from time to time as determined by the Corporation prior to the
completion of such transaction. For the purposes of the foregoing, a change in
control of the Corporation shall occur if there becomes a Control Person (as
defined in the Alberta Securities Act) with respect to the securities of the
Corporation, who is not a Control Person as at the effective date of this 2003
Plan.

11.      ANTI-DILUTION OF THE OPTION

         In the event of:

         (a)      any subdivision, redivision or change of the Common Shares at
                  any time during the term of the Option into a greater number
                  of Common Shares, the Corporation shall deliver, at the time
                  of any exercise thereafter of the Option, such additional
                  number of shares as would have resulted from such subdivision,
                  redivision or change if the exercise of the Option had been
                  made prior to the date of such subdivision, redivision or
                  change;

         (b)      any consolidation or change of the Common Shares at any time
                  during the term of the Option into a lesser number of Common
                  Shares, the number of shares deliverable by the Corporation on
                  any exercise thereafter of the Option shall be reduced to such
                  number of shares as would have resulted from such
                  consolidation or change if the exercise of the Option had been
                  made prior to the date of such consolidation or change;

         (c)      any reclassification of the Common Shares at any time
                  outstanding or change of the Common Shares into other shares,
                  or in case of the consolidation, amalgamation or merger of the
                  Corporation with or into any other corporation (other than a
                  consolidation, amalgamation or merger which does not result in
                  a reclassification of the outstanding Common Shares or a
                  change of the Common Shares into other shares), or in case of
                  any transfer of the undertaking or assets of the Corporation
                  as an entirety or substantially as an entirety to another
                  Corporation, at any time during the term of the Option, the
                  Optionee shall be entitled to receive, and shall accept, in
                  lieu of the number of Common Shares to which he was
                  theretofore entitled upon exercise of the Option, the kind and
                  amount of shares and other securities or property which such
                  holder would have been entitled to receive as a result of such
                  reclassification, change, consolidation, amalgamation, merger
                  or transfer if, on the effective date thereof, he had been the
                  holder of the number of Common Shares to which he was entitled
                  upon exercise of the Option.

12.      TERMINATION AND ASSIGNMENT

         (a)      The Corporation may in its discretion, subject to stock
                  exchange and other appropriate regulatory approval and to
                  shareholder approval, if required by any relevant stock
                  exchange, amend or terminate the 2003 Plan at any time. No
                  such amendment or termination will, without the consent of an
                  Optionee, alter or impair any rights which have accrued to
                  Optionee prior to the effective date thereof.

         (b)      The Corporation may amend or terminate this 2003 Plan at any
                  time in order to conform to applicable law or regulation,
                  whether or not such amendment or termination would affect any
                  accrued rights.

13.      APPLICABLE LAW

         This 2003 Plan shall be governed by, administered and construed in
accordance with the laws of the Province of Alberta and the laws of Canada
applicable therein.


<PAGE>

14.      GENDER

         Wherever the singular or masculine or neuter is used in this 2003 Plan,
the same shall be construed as meaning the plural or feminine or body corporate
and vice versa, where the context or the parties so require.

15.      COSTS

         The Corporation shall pay all costs of administering the 2003 Plan.

16.      SHAREHOLDER APPROVAL AND EFFECTIVE DATE

         The effective date of this 2003 Stock Option Plan shall be March 12,
2003.

17.      REPRICING PROHIBITED

         No award of Options may be repriced, replaced, regranted through
cancellation, or modified without shareholder approval (except in connection
with a change in the Corporation's capitalization), if the effect would be to
reduce the exercise price for the shares underlying such award.




                  MANAGEMENT INFORMATION CIRCULAR SCHEDULE "C"





                                 GENERAL BY-LAWS


         A by-law relating generally to the transaction of the business and
affairs of


                         Precision Drilling Corporation


                                    CONTENTS


                        One        -     Interpretation

                        Two        -     Business of the Corporation

                        Three      -     Borrowing and Securities

                        Four       -     Directors

                        Five       -     Committees

                        Six        -     Officers

                        Seven      -     Protection of Directors,  Officers and
                                         Others

                        Eight      -     Shares

                        Nine       -     Dividends and Rights

                        Ten        -     Meetings of Shareholders

                        Eleven     -     Divisions and Departments


<PAGE>

                        Twelve     -     Notices

                        Thirteen   -     Effective Date



            BE IT ENACTED as a by-law of the Corporation as follows:


                                   SECTION ONE

                                 INTERPRETATION

1.01     Definitions - In the by-laws of the Corporation, unless the context
         otherwise requires:

         "Act" means the Business Corporations Act, S.A. 2000. c B-9, and any
         statute that may be substituted therefor, as from time to time amended;

         "appoint" includes "elect" and vice versa;

         "articles" means the articles attached to the certificate of
         amalgamation dated the 1st day of January, 2002 of the Corporation as
         from time to time amended or restated;

         "Board" means the board of directors of the Corporation;

         "by-laws" means this by-law and all other by-laws of the Corporation
         from time to time in force and effect;

         "Corporation" means the corporation incorporated by a certificate of
         amalgamation under the Act and named:

         Precision Drilling Corporation

         "meeting of shareholders" means an annual meeting of shareholders and a
         special meeting of shareholders;

         "non-business day" means Saturday, Sunday and any other day that is a
         holiday as defined in The Interpretation Act, RSA 2000 cl-8;

         "recorded address" means in the case of a shareholder that person's
         address as recorded in the securities register of the Corporation; and
         in the case of joint shareholders the address appearing in the
         securities register in respect of such joint holding or the first
         address so appearing if there are more than one; and in the case of a
         director, officer, auditor or member of a committee of the board, that
         person's latest address as recorded in the records of the Corporation;

         "signing officer" means, in relation to any instrument, any person
         authorized to sign the same on behalf of the Corporation by Section
         2.02 or by a resolution passed pursuant thereto;

         "special meeting of shareholders" means a special meeting of all
         shareholders entitled to vote at an annual meeting of shareholders;

save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.


                                   SECTION TWO

                           BUSINESS OF THE CORPORATION

2.01     Registered Office - Until changed in accordance with the Act, the
         registered office of the Corporation shall be at the City of Calgary in
         the Province of Alberta and at such location therein as the Board may
         from time to time determine.

2.02     Execution of Instruments - Unless determined otherwise by the Directors
         of the Corporation, all deeds, transfers, assignments, contracts,
         obligations, certificates and other instruments may be signed on behalf
         of the Corporation by such officer or officers or other persons as the
         Board may direct, by resolution, from time to time. In addition, the
         Board may from


<PAGE>

         time to time direct the manner in which the person or persons by whom
         any particular instrument or class of instruments may or shall be
         signed. Any signing officer may affix the corporate seal to any
         instrument requiring the same.

2.03     Banking Arrangements - The banking business of the Corporation
         including, without limitation, the borrowing of money and the giving of
         security therefor, shall be transacted with such banks, trust companies
         or other bodies corporate or organizations as may from time to time be
         designated by or under the authority of the Board. Such banking
         business or any part thereof shall be transacted under such agreements,
         instructions and delegations of powers as the Board may from time to
         time prescribe or authorize.

2.04     Voting Rights in Other Bodies Corporate - The signing officers of the
         Corporation may execute and deliver proxies and arrange for the
         issuance of voting certificates or other evidence of the right to
         exercise the voting rights attaching to any securities held by the
         Corporation. Such instruments, certificates or other evidence shall be
         in favour of such person or persons as may be determined by the
         officers executing such proxies or arranging for the issuance of voting
         certificates or such other evidence of the right to exercise such
         voting rights. In addition, the Board may from time to time direct the
         manner in which and the person or persons by whom any particular voting
         rights or class of voting rights may or shall be exercised.

2.05     Withholding Information from Shareholders - Subject to the provisions
         of the Act, no shareholder shall be entitled to discovery of any
         information respecting any details or conduct of the Corporation's
         business which, in the opinion of the Board, would be inexpedient in
         the interests of the shareholders or the Corporation to communicate to
         the public. The Board may from time to time determine whether and to
         what extent and at what time and place and under what conditions or
         regulations the accounts, records and documents of the Corporation or
         any of them shall be open to the inspection of shareholders and no
         shareholder shall have any right of inspecting any account, record or
         document of the Corporation except as conferred by the Act or
         authorized by the Board or by resolution passed at a general meeting of
         shareholders.


                                  SECTION THREE

                            BORROWING AND SECURITIES

3.01     Borrowing Power - Without limiting the borrowing powers of the
         Corporation as set forth in the Act, the Board may from time to time:

         (a)      borrow money upon the credit of the Corporation;

         (b)      issue, reissue, sell or pledge bonds, debentures, notes or
                  other evidence of indebtedness or guarantee of the
                  Corporation, whether secured or unsecured;

         (c)      subject to the provisions of the Act give a guarantee on
                  behalf of the Corporation to secure performance of an
                  obligation of any person; and

         (d)      mortgage, hypothec, pledge or otherwise create an interest in
                  or charge upon all or any property (including the undertaking
                  and rights) of the Corporation, owned or subsequently
                  acquired, by way of mortgage, hypothec, pledge or otherwise,
                  to secure payment of any such evidence of indebtedness or
                  guarantee of the Corporation.

Nothing in this Section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.

3.02     Delegation - The Board may from time to time delegate to such one or
         more of the directors and officers of the Corporation as may be
         designated by the Board all or any of the powers conferred on the Board
         by Section 3.01 or by the Act to such extent and in such manner as the
         Board shall determine at the time of each such delegation.


                                  SECTION FOUR

                                    DIRECTORS

4.01     Number of Directors and Quorum - Until changed in accordance with the
         Act, the Board shall consist of not fewer than three (3) directors.
         Subject to Section 4.08, the quorum for the transaction of business at
         any meeting of the Board shall consist of a majority of the number of
         directors then elected or such greater or lesser number of directors as
         the Board may from time to time determine.


<PAGE>

4.02     Qualification - No person shall be qualified for election as a director
         if such person (i) is less than 18 years of age; (ii) is a dependent
         adult as defined in The Dependent Adults Act or is the subject of a
         certificate of incapacity under that Act; (iii) is a formal patient as
         defined in The Mental Health Act; (iv) is the subject of an order under
         The Mentally Incapacitated Persons Act appointing a committee for that
         person or that person's estate or both; (v) has been found to be a
         person of unsound mind by a court elsewhere than in Alberta; (vi) is
         not an individual; or (vii) has the status of a bankrupt. A director
         need not be a shareholder. At least half of the directors shall be
         resident Canadians.

4.03     Election and Term - The election of directors shall take place at the
         first meeting of shareholders and at each annual meeting of
         shareholders and all the directors then in office shall retire but, if
         qualified, shall be eligible for re-election. The number of directors
         to be elected at any such meeting shall be the number of directors then
         in office unless the shareholders otherwise determine. The election
         shall be by resolution. If any election of directors is not held at the
         proper time, the incumbent directors shall continue in office until
         their successors are elected.

4.04     Removal of Directors - Subject to the provisions of the Act, the
         shareholders may by resolution passed at a special meeting remove any
         director from office and the vacancy created by such removal may be
         filled at the same meeting failing which it may be filled by the
         directors.

4.05     Vacation of Office - A director ceases to hold office when such person
         dies, is removed from office by the shareholders, ceases to be
         qualified for election as a director, or such person's written
         resignation is sent or delivered to the Corporation, or if a time is
         specified in such resignation, at the time so specified, whichever is
         later.

4.06     Vacancies - Subject to the Act, a quorum of the Board may fill a
         vacancy in the Board, except a vacancy resulting from an increase in
         the minimum number of directors or from a failure of the shareholders
         to elect the minimum number of directors. In the absence of a quorum of
         the Board, or if the vacancy has arisen from a failure of the
         shareholders to elect the minimum number of directors, the Board shall
         forthwith call a special meeting of shareholders to fill the vacancy.
         If the Board fails to call such meeting or if there are no such
         directors then in office, any shareholder may call the meeting.

4.07     Action by the Board - Subject to any unanimous shareholder agreement,
         the Board shall manage the business and affairs of the Corporation.
         Subject to Sections 4.08 and 4.09, the powers of the Board may be
         exercised by resolution passed at a meeting at which a quorum is
         present or by resolution in writing signed in part or in counterpart by
         all the directors entitled to vote on that resolution at a meeting of
         the Board. Where there is a vacancy in the Board, the remaining
         directors may exercise all the powers of the Board so long as a quorum
         remains in office.

4.08     Residence - The Board shall not transact business at a meeting, other
         than filling a vacancy in the Board, unless at least half of the
         directors present are resident Canadians, except where:

         (a)      a resident Canadian director who is unable to be present
                  approves in writing or by telephone or other communications
                  facilities the business transacted at the meeting; and

         (b)      the number of resident Canadian directors present at the
                  meeting together with any resident Canadian director who gives
                  their approval under Clause (a), totals at least half of the
                  directors present at the meeting.

4.09     Meetings by Telephone - If all the directors consent, a director may
         participate in a meeting of the Board or of a committee of the Board by
         means of such telephone or other communications facilities as permit
         all persons participating in the meeting to hear each other, and a
         director participating in such a meeting by such means is deemed to be
         present at the meeting. Any such consent shall be effective whether
         given before or after the meeting to which it relates and may be given
         with respect to all meetings of the Board and of committees of the
         Board held while a director holds office.

4.10     Place of Meeting - Meetings of the Board may be held at any place in or
         outside Canada.

4.11     Calling of Meeting - Meetings of the Board shall be held from time to
         time and at such place as the chairman of the Board, the managing
         director, the president or any two directors may determine.

4.12     Notice of Meeting - Notice of the time and place of each meeting of the
         Board shall be given in the manner provided in Section 12.01 to each
         director not less than 24 hours before the time when the meeting is to
         be held. A notice of a meeting of directors need not specify the
         purpose of or the business to be transacted at the meeting except where
         the Act requires such purpose or business to be specified, including
         any proposal to:


<PAGE>

         (a)      submit to the shareholders any question or matter requiring
                  approval of the shareholders;

         (b)      fill a vacancy among the directors or in the office of
                  auditor;

         (c)      issue securities;

         (d)      declare dividends;

         (e)      purchase, redeem or otherwise acquire shares issued by the
                  Corporation;

         (f)      pay a commission for the sale of shares;

         (g)      approve a prospectus or management proxy circular;

         (h)      approve a take-over bid circular or directors circular;

         (i)      approve any annual financial statements; or

         (j)      adopt, amend or repeal by-laws. A director may in any manner
                  waive notice of or otherwise consent to a meeting of the
                  Board.

4.13     First Meeting of New Board - Provided a quorum of directors is present,
         each newly elected Board may, without notice, hold its first meeting
         immediately following the meeting of shareholders at which such Board
         is elected.

4.14     Adjourned Meeting - Notice of an adjourned meeting of the Board is not
         required if the time and place of the adjourned meeting is announced at
         the original meeting.

4.15     Regular Meetings - The Board may appoint a day or days in any month or
         months for regular meetings of the Board at a place and hour to be
         named. A copy of any resolution of the Board fixing the place and time
         of such regular meetings shall be sent to each director forthwith after
         being passed, but no other notice shall be required for any such
         regular meeting except where the Act requires the purpose thereof or
         the business to be transacted thereat to be specified.

4.16     Chairman - The chairman of any meeting of the Board shall be the first
         mentioned of such of the following officers as have been appointed and
         who is a director and is present at the meeting: chairman of the Board,
         managing director, president, or a vice-president who is a director. If
         no such officer is present, the directors present shall choose one of
         their number to be chairman.

4.17     Votes to Govern - At all meetings of the Board every question shall be
         decided by a majority of the votes cast on the question. In case of an
         equality of votes the chairman of the meeting shall not be entitled to
         a second or casting vote.

4.18     Conflict of Interest - A director or officer who is a party to, or who
         is a director or officer of or has a material interest in any person
         who is a party to, a material contract or proposed material contract
         with the Corporation shall disclose the nature and extent of that
         person's interest at the time and in the manner provided by the Act.
         Any such contract or proposed contract shall be referred to the Board
         for approval even if such contract is one that in the ordinary course
         of the Corporation's business would not require approval by the Board
         or shareholders, and a director interested in a contract so referred to
         the Board shall not vote on any resolution to approve the same except
         as provided by the Act.

4.19     Remuneration and Expenses - The directors shall be paid such
         remuneration for their services as the board may from time to time
         determine. The directors shall also be entitled to be reimbursed for
         travelling and other expenses properly incurred by them in attending
         meetings of the Board or any meetings of the Board or any committee
         thereof. Nothing herein contained shall preclude any director from
         serving the Corporation in any other capacity and receiving
         remuneration therefor.


                                  SECTION FIVE

                                   COMMITTEES

5.01     Committee of Directors - The Board may appoint a committee of
         directors, however designated, and delegate to such committee any of
         the powers of the Board except those which, under the Act, a committee
         of directors has no authority to exercise. At least half of the members
         of such committee shall be resident Canadians.

5.02     Transaction of Business - Subject to the provisions of Section 4.09,
         the powers of a committee of directors may be exercised by a meeting at
         which a quorum is present or by resolution in writing signed by all the
         members of such committee


<PAGE>

         who would have been entitled to vote on that resolution at a meeting of
         the committee. Meetings of such committee may be held at any place in
         or outside Canada.

5.03     Advisory Committees - The Board may from time to time appoint such
         other committees as it may deem advisable, but the functions of any
         such other committees shall be advisory only.

5.04     Audit Committee - When required by the Act the Board shall, and at any
         other time the Board may, elect annually from among its number an Audit
         Committee to be composed of not fewer than three (3) directors of whom
         a majority shall not be officers or employees of the Corporation or its
         affiliates. The Audit Committee shall have the powers and duties
         provided in the Act.

5.05     Procedure - Unless otherwise determined by the Board, each committee
         shall have the power to fix its quorum at not less than a majority of
         its members, to elect its chairman and to regulate its procedure.


                                   SECTION SIX

                                    OFFICERS

6.01     Appointment - The Board may from time to time appoint a president, a
         chief financial officer, one or more vice-presidents (to which title
         may be added words indicating seniority or function), a secretary and
         such other officers as the Board may determine, including one or more
         assistants to any of the officers so appointed. The Board may specify
         the duties of and, in accordance with this by-law and subject to the
         provisions of the Act, delegate to such officers powers to manage the
         business and affairs of the Corporation. Subject to Sections 6.02 and
         6.03, an officer may but need not be a director and one person may hold
         more than one office.

6.02     Chairman of the Board - The Board may from time to time also appoint a
         chairman of the Board who shall be a director. If appointed, the Board
         may assign to such person any of the powers and duties that are by any
         provision of this by-law assigned to the managing director or to the
         president; and such person shall, subject to the provisions of the Act,
         have such other powers and duties as the Board may specify. During the
         absence or disability of the chairman of the Board, that person's
         duties and powers shall be performed and exercised by the managing
         director, if any, or by the president.

6.03     Managing Director - The Board may from time to time appoint a managing
         director who shall be a resident Canadian and director. If appointed,
         that person shall be the chief executive officer and, subject to the
         authority of the Board, shall have general supervision of the business
         and affairs of the Corporation; and that person shall, subject to the
         provisions of the Act, have such other powers and duties as the Board
         may specify. During the absence or disability of the president, or if
         no president has been appointed, the managing director shall also have
         the powers and duties of that office.

6.04     President - If appointed, the president shall be the chief executive
         officer and, subject to the authority of the Board, shall have general
         supervision of the business of the Corporation; and he shall have such
         other powers and duties as the Board may specify. During the absence or
         disability of the president, or if no president has been appointed, the
         managing director shall also have the powers and duties of that office.

6.05     Vice-President - A vice-president shall have such powers and duties as
         the Board or the chief executive officer may specify.

6.06     Secretary - The secretary shall attend and be the secretary of all
         meetings of the Board, shareholders and committees of the Board and
         shall enter or cause to be entered in records kept for that purpose
         minutes of all proceedings thereat; he shall give or cause to be given,
         as and when instructed, all notices to shareholders, directors,
         officers, auditors and members of committees of the board; he shall be
         the custodian of the stamp or mechanical device generally used for
         affixing the corporate seal of the Corporation and of all books,
         papers, records, documents and instruments belonging to the
         Corporation, except when some other officer or agent has been appointed
         for that purpose; and he shall have such other powers and duties as the
         Board or the chief executive officer may specify.

6.07     Chief Financial Officer - The chief financial officer shall be
         responsible for proper accounting records in compliance with the Act
         and shall be responsible for the deposit of money, the safekeeping of
         securities and the disbursement of the funds of the Corporation; that
         person shall render to the board whenever required an account of all
         that person's transactions as


<PAGE>

         treasurer and of the financial position of the Corporation; and that
         person shall have such other powers and duties as the Board or the
         chief executive officer may specify.

6.08     Powers and Duties of Other Officers - The powers and duties of all
         other officers shall be such as their terms of their engagement call
         for or as the Board or the chief executive officer may specify. Any of
         the powers and duties of an officer to whom an assistant has been
         appointed may be exercised and performed by such assistant, unless the
         Board or the chief executive officer otherwise directs. 6.09 Variation
         of Powers and Duties - The Board may from time to time and subject to
         the provisions of the Act, vary, add to or limit the powers and duties
         of any officer.

6.10     Term of Office - The Board, in its discretion, may remove any officer
         of the Corporation, without prejudice to such officer's rights under
         any employment contract. Otherwise, each officer appointed by the Board
         shall hold office until that officer's successor is appointed.

6.11     Terms of Employment and Remuneration - The terms of employment and the
         remuneration of officers appointed by the Board shall be settled by the
         Board from time to time.

6.12     Conflict of Interest - An officer shall disclose their interest in any
         material contract or proposed material contract with the Corporation in
         accordance with Section 4.18.

6.13     Agents and Attorneys - The Board shall have power from time to time to
         appoint agents or attorneys for the Corporation in or outside Canada
         with such powers of management or otherwise (including the power to
         sub-delegate) as may be thought fit.

6.14     Fidelity Bonds - The Board may require such officers, employees and
         agents of the Corporation as the Board deems advisable to furnish bonds
         for the faithful discharge of their powers and duties, in such form and
         with such surety as the Board may from time to time determine.


                                  SECTION SEVEN

                                    OFFICERS

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01     Limitation of Liability - No director or officer shall be liable for
         the acts, receipts, neglects or defaults of any other director or
         officer or employee, or for joining in any receipt or other act for
         conformity, or for any loss, damage or expense happening to the
         Corporation through the insufficiency or deficiency of title to any
         property acquired for or on behalf of the Corporation, or for the
         insufficiency or deficiency of any security in or upon which any of the
         moneys of the Corporation shall be invested, or for any loss or damage
         arising from the bankruptcy, insolvency or tortious acts of any person
         with whom any of the moneys, securities or effects of the Corporation
         shall be deposited, or for any loss occasioned by any error of judgment
         or oversight on that person's part, or for any other loss, damage or
         misfortune whatever which shall happen in the execution of the duties
         of that person's office or in relation thereto, unless the same are
         occasioned by that person's own wilful neglect or default; provided
         that nothing herein shall relieve any director or officer from the duty
         to act in accordance with the Act and the regulations thereunder or
         from liability for any breach thereof.

7.02     Indemnity - Subject to the limitations contained in the Act, the
         Corporation shall indemnify a director, or a former director or
         officer, or a person who acts or acted at the Corporation's request as
         a director or officer of a body corporate of which the Corporation is
         or was a shareholder or creditor (or a person who undertakes or has
         undertaken any liability on behalf of the Corporation or any such body
         corporate) and that person's heirs and legal representatives (together
         the "Indemnified Person") against all costs, charges and expenses,
         including an amount paid to settle an action or satisfy a judgment,
         reasonably incurred by that person in respect of any civil, criminal or
         administrative action or proceeding to which the Indemnified Person is
         made a party by reason of being or having been a director or officer of
         the Corporation or such body corporate, if

         (a)      the Indemnified Person acted honestly and in good faith with a
                  view to the best interests of the Corporation; and


<PAGE>

         (b)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, the
                  Indemnified Person had reasonable grounds for believing that
                  their conduct was lawful.

7.03     Insurance - Subject to the limitations contained in the Act, the
         Corporation may purchase and maintain such insurance for the benefit of
         its directors and officers as such, as the Board may from time to time
         determine.


                                  SECTION EIGHT

                                     SHARES

8.01     Allotment - The Board may from time to time allot or grant options to
         purchase the whole or any part of the authorized and unissued shares of
         the Corporation at such times and to such persons and for such
         consideration as the Board shall determine, provided that no share
         shall be issued until it is fully paid as prescribed by the Act.

8.02     Commissions - The Board may from time to time authorize the Corporation
         to pay a commission to any person in consideration of that person
         purchasing or agreeing to purchase shares of the Corporation, whether
         from the Corporation or from any other person, or procuring or agreeing
         to procure purchasers for any such shares.

8.03     Transfer Agents and Registrars - The Board may from time to time
         appoint a registrar to maintain the securities register and a transfer
         agent to maintain the register of transfers and may also appoint one or
         more branch registrars to maintain branch securities registers and one
         or more branch transfer agents to maintain branch registers of
         transfers, but one person may be appointed both registrar and transfer
         agent. The Board may at any time terminate any such appointment.

8.04     Non-Recognition of Trusts - Subject to the provisions of the Act, the
         Corporation shall treat as absolute owner of any share the person in
         whose name the share is registered in the securities register as if
         that person had full legal capacity and authority to exercise all
         rights of ownership, irrespective of any indication to the contrary
         through knowledge or notice or description on the Corporation's records
         or on the share certificate.

8.05     Share Certificates - Every holder of one or more shares of the
         Corporation shall be entitled, at that person's option, to a share
         certificate, or to a non-transferable written acknowledgement of that
         person's right to obtain a share certificate, stating the number and
         class or series of shares held by that person as shown on the
         securities register. Share certificates and acknowledgements of a
         shareholder's right to a share certificate, respectively, shall be in
         such form as the Board shall from time to time approve. Any share
         certificate shall be signed in accordance with Section 2.02 and need
         not be under the corporate seal; provided that, unless the Board
         otherwise determines, certificates representing shares in respect of
         which a transfer agent and/or registrar has been appointed shall not be
         valid unless countersigned by or on behalf of such transfer agent
         and/or registrar. The signature of one of the signing officers, in the
         case of share certificates which are not valid unless countersigned by
         or on behalf of the transfer agent and/or registrar the signatures of
         both signing officers, may be printed or mechanically reproduced in
         facsimile upon share certificates and every such facsimile signature
         shall for all purposes be deemed to be the signature of the officer
         whose signature it reproduces and shall be binding upon the
         Corporation. A share certificate executed as aforesaid shall be valid
         notwithstanding that one or both of the officers whose facsimile
         signature appear thereon no longer holds office at the date of issue of
         the certificate.

8.06     Replacement of Share Certificates - The Board or any officer or agent
         designated by the Board may in its or their discretion direct the issue
         of a new share certificate in lieu of and upon cancellation of a share
         certificate that has been mutilated or in substitution for a share
         certificate claimed to have been lost, destroyed or wrongfully taken on
         payment of such fee and on such terms as to indemnity, reimbursement of
         expenses and evidence of loss and of title as the Board may from time
         to time prescribe, whether generally or in any particular case.

8.07     Joint Shareholders - If two or more persons are registered as joint
         holders of any share, the Corporation shall not be bound to issue more
         than one certificate in respect thereof, and delivery of such
         certificate to one of such persons shall be sufficient delivery to all
         of them. Any one of such persons may give effectual receipts for the
         certificate issued in respect thereof or for any dividend, bonus,
         return of capital or other money payable or warrant issuable in respect
         of such share.

8.08     Deceased Shareholder - In the event of the death of a holder, or of one
         of the joint holders, of any share, the Corporation shall not be
         required to make any entry in the securities register in respect
         thereof or to make payment of any


<PAGE>

         dividends thereon except upon production of all such documents as may
         be required by law and upon compliance with the reasonable requirements
         of the Corporation and its transfer agents.


                                  SECTION NINE

                              DIVIDENDS AND RIGHTS

9.01     Dividends - Subject to the provisions of the Act, the Board may from
         time to time declare dividends payable to the shareholders according to
         their respective rights and interests in the Corporation. Dividends may
         be paid in money or property or by issuing fully paid shares of the
         Corporation.

9.02     Dividend Cheques - A dividend payable in cash shall be paid by cheque
         drawn on the Corporation's bankers or one of them to the order of each
         registered holder of shares of the class or series in respect of which
         it has been declared and mailed by prepaid ordinary mail to such
         registered holder at that person's recorded address, unless such holder
         otherwise directs. In the case of joint holders the cheque shall,
         unless such joint holders otherwise direct, be made payable to the
         order of all of such joint holders and mailed to them at their recorded
         address. The mailing of such cheque as aforesaid, unless the same is
         not paid on due presentation, shall satisfy and discharge the liability
         for the dividend to the extent of the sum represented thereby plus the
         amount of any tax which the Corporation is required to and does
         withhold.

9.03     Non-Receipt of Cheques - In the event of non-receipt of any dividend
         cheque by the person to whom it is sent as aforesaid, the Corporation
         shall issue to such person a replacement cheque for a like amount on
         such terms as to indemnity, reimbursement of expenses and evidence of
         non-receipt and of title as the Board may from time to time prescribe,
         whether generally or in any particular case.

9.04     Record Date for Dividends and Rights - The Board may fix in advance a
         date, preceding by not more than 50 days the date for the payment of
         any dividend or the date for the issue of any warrant or other evidence
         of right to subscribe for securities of the Corporation, as a record
         date for the determination of the persons entitled to receive payment
         of such dividend or to exercise the right to subscribe for such
         securities, provided that notice of any such record date is given, not
         less than 14 days before such record date, in the manner provided in
         the Act. Where no record date is fixed in advance as aforesaid, the
         record date for the determination of the persons entitled to receive
         payment of any dividend or to exercise the right to subscribe for
         securities of the Corporation shall be at the close of business on the
         day on which the resolution relating to such dividend or right to
         subscribe is passed by the Board.

9.05     Unclaimed Dividends - Any dividend unclaimed after a period of 6 years
         from the date on which the same has been declared payable shall be
         forfeited and shall revert to the Corporation.


                                   SECTION TEN

                            MEETINGS OF SHAREHOLDERS

10.01    Annual Meeting - The annual meeting of shareholders shall be held at
         such time in each year and, subject to Section 10.03, at such place as
         the Board, the chairman of the Board, the managing director or the
         president may from time to time determine, for the purpose of
         considering the financial statements and reports required by the Act to
         be placed before the annual meeting, electing directors, appoint
         auditors and for the transaction of such other business as may properly
         be brought before the meeting.

10.02    Special Meetings - The Board, the chairman of the Board, the managing
         director or the president shall have power to call a special meeting of
         shareholders at any time.

10.03    Place of Meetings - Meetings of shareholders shall be held at the
         registered office of the Corporation or elsewhere in the municipality
         in which the registered office is situate or, if the Board shall so
         determine, at some other place within Alberta or, if all the
         shareholders entitled to vote at the meeting so agree, at some place
         outside the Province of Alberta.

10.04    Notice of Meetings - Notice of the time and place of each meeting of
         shareholders shall be given in the manner provided in Section 12.01 not
         less than 21 nor more than 50 days before the date of the meeting to
         each director, to the auditor and to each shareholder who at the close
         of business on the record date for notice, if any, is entered in the
         securities register as


<PAGE>

         the holder of one or more shares carrying the right to vote at the
         meeting. Notice of a meeting of shareholders called for any purpose
         other than consideration of the financial statements and auditors
         report, election of directors and reappointment of the incumbent
         auditor shall state the nature of such business in sufficient detail to
         permit the shareholder to form a reasoned judgment thereon and shall
         state the text of any special resolution to be submitted to the
         meeting. A shareholder may in any manner waive notice of or otherwise
         consent to a meeting of shareholders.

10.05    List of Shareholders Entitled to Notice - For every meeting of
         shareholders, the Corporation shall prepare a list of shareholders
         entitled to receive notice of the meeting, arranged in alphabetical
         order and showing the number of shares entitled to vote at the meeting
         held by each shareholder. If a record date for the meeting is fixed
         pursuant to Section 10.06, the shareholders listed shall be those
         registered at the close of business on a day not later than 10 days
         after such record date. If no record date is fixed, the shareholders
         listed shall be those registered at the close of business on the day
         immediately preceding the day of which notice of the meeting is given,
         or where no such notice is given the day on which the meeting is held.
         The list shall be available for examination by any shareholder during
         usual business hours at the registered office of the Corporation or at
         the place where the securities register is kept and at the place where
         the meeting is held.

10.06    Record Date for Notice - The Board may fix in advance a record date,
         preceding the date of any meeting of shareholders by not more than 50
         days and not less than 21 days, for the determination of the
         shareholders entitled to notice of the meeting, provided that notice of
         any such record date is given, not less than 7 days before such record
         date, by newspaper advertisement in the manner provided in the Act. If
         no record date is so fixed, the record date for the determination of
         the shareholders entitled to notice of the meeting shall be the close
         of business on the last business day immediately preceding the day on
         which the notice is sent, or, if no notice is sent, the day on which
         the meeting is held.

10.07    Meetings Without Notice - A meeting of shareholders may be held without
         notice at any time and place permitted by the Act (a) if all the
         shareholders entitled to vote thereat are present in person or
         represented by proxy or if those not present or represented by proxy
         waive notice of or otherwise consent to such meeting being held, and
         (b) if the auditors and the directors are present or waive notice of or
         otherwise consent to such meeting being held. At such a meeting any
         business may be transacted which the Corporation at a meeting of
         shareholders may transact. If the meeting is held at a place outside
         Alberta, shareholders not present or represented by proxy, but who have
         waived notice of or otherwise consented to such meeting, shall also be
         deemed to have consented to the meeting being held at such place.

10.08    Chairman, Secretary and Scrutineers - The chairman of any meeting of
         shareholders shall be the first mentioned of such of the following
         officers as have been appointed and who is present at the meeting:
         president, managing director, chairman of the Board, or a
         vice-president who is a shareholder. If no such officer is present
         within 15 minutes after the time fixed for the commencement of the
         meeting, the persons present and entitled to vote shall choose one of
         their number to be chairman. If the secretary of the Corporation is
         absent, the chairman shall appoint some person, who need not be a
         shareholder, to act as secretary of the meeting. If desired, one or
         more scrutineers, who need not be shareholders, may be appointed by a
         resolution or by the chairman with the consent of the meeting.

10.09    Persons Entitled to be Present - The only persons entitled to be
         present at a meeting of shareholders shall be those entitled to vote
         thereat, the directors and auditors of the Corporation and others who,
         although not entitled to vote, are entitled or required under any
         provision of the Act or the articles or by-laws to be present at the
         meeting. Any other person may be admitted only on the invitation of the
         chairman of the meeting or with the consent of the meeting.

10.10    Quorum - A quorum at any meeting of shareholders (unless a greater
         number of persons are required to be present or a greater number of
         shares are required to be represented by the Act or by the Articles or
         by any other By-Law) shall be persons present not being less than two
         (2) in number and holding or representing not less than five (5)
         percent of the shares entitled to be voted at the meeting. If a quorum
         is present at the opening of any meeting of shareholders, the
         shareholders present or represented may proceed with the business of
         the meeting notwithstanding that a quorum is not present throughout the
         meeting. If a quorum is not present at the opening of the meeting of
         shareholders, the shareholders present or represented may adjourn the
         meeting to a fixed time and place but may not transact any other
         business.

10.11    Right to Vote - Subject to the provisions of the Act as to authorized
         representatives of any other body corporate, at any meeting of
         shareholders in respect of which the Corporation has prepared the list
         referred to in Section 10.05, every person who is named in such list
         shall be entitled to vote the shares shown thereon opposite that
         person's name except, where the


<PAGE>

         Corporation has fixed a record date in respect of such meeting pursuant
         to Section 10.06, to the extent that such person has transferred any of
         that person's shares after such record date and the transferee, upon
         producing properly endorsed certificates evidencing such shares or
         otherwise establishing that he owns such shares, demands not later than
         10 days before the meeting that that person's name be included to vote
         the transferred shares at the meeting. In the absence of a list
         prepared as aforesaid in respect of a meeting of shareholders, every
         person shall be entitled to vote at the meeting who at the time is
         entered in the securities register as the holder of one or more shares
         carrying the right to vote at such meeting.

10.12    Proxies - Every shareholder entitled to vote at a meeting of
         shareholders may appoint a proxyholder, or one or more alternate
         proxyholders, who need not be shareholders, to attend and act at the
         meeting in the manner and to the extent authorized and with the
         authority conferred by the proxy. A proxy shall be in writing executed
         by the shareholder or that person's attorney and shall conform with the
         requirements of the Act. In addition, a proxy may be sent
         electronically via e-mail if applicable legislation allows for proxies
         to be sent in such a manner and if so, such proxy shall conform to all
         applicable legislation.

10.13    Time for Deposit of Proxies - The Board may specify in a notice calling
         a meeting of shareholders a time, preceding the time of such meeting by
         not more than 48 hours exclusive of non-business days, before which
         time proxies to be used at such meeting must be deposited. A proxy
         shall be acted upon only if, prior to the time so specified, it shall
         have been deposited with the Corporation or an agent thereof specified
         in such notice or, if no such time is specified in such notice, unless
         it has been received by the secretary of the Corporation or by the
         chairman of the meeting or any adjournment thereof prior to the time of
         voting. The method of deposit may also include via e-mail, if all
         applicable legislation allows for such deposit.

10.14    Joint Shareholders - If two or more persons hold shares jointly, any
         one of them present in person or represented by proxy at a meeting of
         shareholders may, in the absence of the other or others, vote the
         shares; but if two or more of those persons are present in person or
         represented by proxy and vote, they shall vote as one on the shares
         jointly held by them.

10.15    Votes to Govern - At any meeting of shareholders every question shall,
         unless otherwise required by the articles or by-laws or by-law, be
         determined by the majority of the votes cast on the question. In case
         of an equality of votes either upon a show of hands or upon a poll, the
         chairman of the meeting shall not be entitled to a second or casting
         vote.

10.16    Show of Hands - Subject to the provisions of the Act, any question at a
         meeting of shareholders shall be decided by a show of hands unless a
         ballot thereon is required or demanded as hereinafter provided. Upon a
         show of hands every person who is present and entitled to vote shall
         have one vote. Whenever a vote by show of hands shall have been taken
         upon a question, unless a ballot thereon is so required or demanded, a
         declaration by the chairman of the meeting that the vote upon the
         question has been carried or carried by a particular majority or not
         carried and an entry to that effect in the minutes of the meeting shall
         be prima facie evidence of the fact without proof of the number or
         proportion of the votes recorded in favour of or against any resolution
         or other proceeding in respect of the said question, and the result of
         the vote so taken shall be the decision of the shareholders upon the
         said question.

10.17    Ballots - On any question proposed for consideration at a meeting of
         shareholders, and whether or not a show of hands has been taken
         thereon, any shareholder or proxyholder entitled to vote at the meeting
         may require or demand a ballot. A ballot so required or demanded shall
         be taken in such manner as the chairman shall direct. A requirement or
         demand for a ballot may be withdrawn at any time prior to the taking of
         the ballot. If a ballot is taken each person present shall be entitled,
         in respect of the shares which he is entitled to vote at the meeting
         upon the question, to that number of votes provided by the Act or the
         articles, and the result of the ballot so taken shall be the decision
         of the shareholders upon the said question.

10.18    Adjournment - If a meeting of shareholders is adjourned for less than
         30 days, it shall not be necessary to give notice of the adjourned
         meeting, other than by announcement at the earliest meeting that it is
         adjourned. If a meeting of shareholders is adjourned by one or more
         adjournments for an aggregate of 30 days or more, notice of the
         adjourned meeting shall be given as for an original meeting.

10.19    Resolution in Writing - A resolution in writing signed in counterpart
         or in one instrument by all the shareholders entitled to vote on that
         resolution at a meeting of shareholders is as valid as if it had been
         passed at a meeting of the shareholders unless a written statement with
         respect to the subject matter of the resolution is submitted by a
         director or the auditors in accordance with the Act.


<PAGE>

10.20    Only One Shareholder - Where the Corporation has only one shareholder
         or only one holder of any class or series of shares, the shareholder
         present in person or by proxy constitutes a meeting.

10.21    Meetings by Telephone - If all the shareholders entitled to vote at the
         meeting consent, a shareholder or any other person entitled to attend a
         meeting of shareholders may participate in the meeting by means of
         telephone or other communication facilities that permit all persons
         participating in the meeting to hear each other, and a person
         participating in such a meeting by those means is deemed, for the
         purposes of the by-laws or the Act, to be present at the meeting. Any
         such consent shall be effective whether given before or after the
         meeting to which it relates. A meeting where all persons participate in
         the meeting by means of telephone or other telecommunication facilities
         shall be deemed to have been held at the Corporation's registered
         office unless otherwise determined by such meeting.


                                 SECTION ELEVEN

                            DIVISIONS AND DEPARTMENTS

11.01    Creation and Consolidation of Divisions - The Board may cause the
         business and operations of the Corporation or any part thereof to be
         divided or to be segregated into one or more divisions upon such basis,
         including without limitation, character or type of operation,
         geographical territory, product manufactured or service rendered, as
         the Board may consider appropriate in each case. The Board may also
         cause the business and operations of any such division to be further
         divided into sub-units and the business and operations of any such
         divisions or sub-units to be consolidated upon such basis as the Board
         may consider appropriate in each case.

11.02    Name of Division - Any division or its sub-units may be designated by
         such name as the Board may from time to time determine and may transact
         business, enter into contacts, sign cheques and other documents of any
         kind and do all acts and things under such name. Any such contract,
         cheque or document shall be binding upon the Corporation as if it had
         been entered into or signed in the name of the Corporation.

11.03    Officers of Divisions - From time to time the Board or, if authorized
         by the Board, the chief executive officer, may appoint one or more
         officers for any division, prescribe their powers and duties and settle
         their terms of employment and remuneration. The Board or, if authorized
         by the Board, the chief executive officer, may remove at its or their
         pleasure any officer so appointed, without prejudice to such officers
         rights under any employment contract. Officers of divisions or their
         sub-units shall not, as such, be officers of the Corporation.


                                 SECTION TWELVE

                                     NOTICES

12.01    Method of Giving Notices - Any notice (which term includes any
         communication or document) to be given (which term includes sent,
         delivered or served) pursuant to the Act, the regulations thereunder,
         the articles, the by-laws or otherwise to a shareholder, director,
         officer, auditor or member of a committee of the Board shall be
         sufficiently given if delivered personally to the person to whom it is
         to be given or if delivered to their recorded address or if mailed to
         them at their recorded address by prepaid ordinary or air mail or if
         sent to them at their recorded address by any means of prepaid
         transmitted or recorded communication including electronic
         communication such as e-mail via the internet, subject to the
         requirements of applicable legislation. A notice so delivered shall be
         deemed to have been given when it is delivered personally or to the
         recorded address as aforesaid; a notice so mailed shall be deemed to
         have been given when deposited in a post office or public letter box;
         and a notice so sent by any means of transmitted or recorded
         communication shall be deemed to have been given when dispatched or
         delivered to the appropriate communication company or agency or its
         representative for dispatch or if sent by electronic communication via
         e-mail, such notice shall be deemed to have been given when sent. The
         secretary may change or cause to be changed the recorded address of any
         shareholder, director, officer, auditor or member of a committee of the
         Board in accordance with any information believed by that person to be
         reliable.

12.02    Notice to Joint Shareholders - If two or more persons are registered as
         joint holders of any share, any notice shall be addressed to all of
         such joint holders but notice to one of such persons shall be
         sufficient notice to all of them.


<PAGE>

12.03    Computation of Time - In computing the date when notice must be given
         under any provisions requiring a specified number of days notice of any
         meeting or other event, the date of giving the notice shall be excluded
         and the date of the meeting or other event shall be included.

12.04    Undelivered Notices - If any notice given to a shareholder pursuant to
         Section 12.01 is returned on three consecutive occasions because he
         cannot be found, the Corporation shall not be required to give any
         further notices to such shareholder until he informs the Corporation in
         writing of that person's new address.

12.05    Omissions and Errors - The accidental omission to give any notice to
         any shareholder, director, officer, auditor or member of a committee of
         the Board or the non-receipt of any notice by any such person or any
         error in any notice not affecting the substance thereof shall not
         invalidate any action taken at any meeting held pursuant to such notice
         or otherwise founded thereon. 12.06 Persons Entitled by Death or
         Operation of Law - Every person who, by operation of law, transfer,
         death of a shareholder or any other means whatsoever, shall become
         entitled to any share, shall be bound by every notice in respect of
         such share which shall have been duly given to the shareholder from
         whom that person derives title to such share prior to that person's
         name and address being entered on the securities register (whether such
         notice was given before or after the happening of the event upon which
         that person became so entitled) and prior to furnishing to the
         Corporation the proof of authority or evidence of that person's
         entitlement prescribed by the Act.

12.07    Waiver of Notice - Any shareholder (or that person's duly appointed
         proxyholder), director, officer, auditor or member of a committee of
         the Board may at any time waive any notice, or waive or abridge the
         time for any notice, required to be given to that person under any
         provision of the Act, the regulations thereunder, the articles, the
         by-laws or otherwise and such waiver or abridgement shall cure any
         default in the giving or in the time of such notice, as the case may
         be. Any such waiver or abridgement shall be in writing except a waiver
         of notice of a meeting of shareholders or of the Board which may be
         given in any manner.


                                SECTION THIRTEEN

                                 EFFECTIVE DATE

13.01    Effective Date - This by-law shall come into force upon the passing of
         same by the Board, subject to confirmation of the by-law by the
         shareholders of the Corporation as required by the Act.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>4
<FILENAME>ex2-form6k_041003.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>

                                                                       EXHIBIT 2
                                                                       ---------


                                     PROXY


                             SOLICITED BY MANAGEMENT


               FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS


                           To be held on May 13, 2003


The undersigned shareholder of Precision Drilling Corporation (the
"Corporation"), hereby appoints Hank B. Swartout or failing him, Dale E.
Tremblay, or instead of either of the foregoing, ______________________________
of __________________________________________________________________ , as proxy
to attend and act for and on behalf of the undersigned at the Annual and Special
Meeting of the Corporation (the "Meeting") to be held at 3:00 p.m. (Calgary
time) on Tuesday, the 13th day of May 2003, at the Calgary Petroleum Club,
McMurray Room, 319 - 5th Avenue S.W., Calgary, Alberta and at any adjournment
thereof, notice of which Meeting with the Management Information Circular
accompanying same has been received by the undersigned, at every poll which may
take place in consequence including polls on procedural matters which may come
before said meeting, with specific power and authority to vote as specified
below.

The undersigned hereby directs the proxyholder to vote the shares represented by
this instrument of proxy in the following manner:

1.       To elect as directors for the ensuing year, all nominees as follows:

         W.C. (Mickey) Dunn      Murray K. Mullen        Hank B. Swartout
         Robert J.S. Gibson      Patrick M. Murray       H. Garth Wiggins
         Steven C. Grant         Fred W. Pheasey

         [_] VOTE FOR            [_] VOTE WITHHELD

2.       To appoint KPMG LLP, Chartered Accountants as auditors of the
         Corporation for the ensuing year.

         [_] VOTE FOR            [_] VOTE WITHHELD

3.       To approve the 2003 Stock Option Plan as described in the Management
         Information Circular.

         [_] VOTE FOR            [_] VOTE AGAINST

4.       To adopt new General By-Laws for the Corporation.

         [_] VOTE FOR            [_] VOTE AGAINST

The instrument appointing a proxy shall be in writing and shall be executed by
the shareholder or his attorney authorized in writing, or if the shareholder is
a corporation under its corporate seal or by an officer or attorney thereof,
duly authorized and shall be dated.

The undersigned hereby revokes any prior proxies to vote the common shares
covered by this Proxy.

This Proxy is solicited by management and the costs of same will be borne by the
Corporation.


<PAGE>


Each common shareholder has the right to appoint a proxyholder, other than the
persons designated above, who need not be a shareholder to attend and to act for
him on his behalf at the Meeting. To exercise such right, the names of
management's nominees should be crossed out and the name of the common
shareholder's nominee should be legibly printed in the blank space provided, or
another proxy in proper form should be completed.

In order for this Proxy to be effective, it must be deposited at the offices of
Computershare Trust Company of Canada, Proxy Department, 100 University Avenue,
9th Floor, Toronto, Ontario, M5J 2YI, not less than 48 hours before the Meeting
or any adjournment thereof or with the Chairman of the Meeting prior to the
commencement thereof.

In addition to any other manner permitted by law, a shareholder who has given a
proxy may revoke it as to any matter on which a vote has not already been cast
pursuant to the authority conferred by it, by signing in person or by attorney
authorized in writing a written revocation of proxy and by depositing such
instrument of revocation at the office of Computershare Trust Company of Canada,
Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2YI,
at any time up to and including the last business day preceding the day of the
Meeting or any adjournment thereof or with the Chairman of the Meeting on the
day thereof or on the day of any adjournment thereof.

Management knows of no other matters to come before the Meeting other than the
matters referred to in the Notice. However, if any amendments, variations or new
matters properly come before the Meeting, this proxy confers discretionary
authority upon the shareholder's nominee to vote on such matters in accordance
with the nominee's best judgement.

The securities represented by this proxy will be voted, and where the
shareholder has specified a choice with respect to the above matters, will be
voted as directed above or, if no direction is given, will be voted in favour of
the resolutions approving the election of directors, the appointment of
auditors, and the approval of the 2003 Stock Option Plan and the adoption of new
General By-Laws for the Corporation.

DATED this _______ day of ___________, 2003.


____________________________________________
Signature of Shareholder

____________________________________________
Please print name of Shareholder

Please sign exactly as name appears on the address label on the left. Joint
owners should each sign. Executors, administrators and trustees, etc. should
attach evidence of their authority and a corporation should affix its seal
hereto. Holders of Common Shares who do not expect to attend the Meeting in
person are requested to date and sign this Instrument of Proxy appointing a
proxy and return it in the envelope provided for that purpose.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>5
<FILENAME>ex3-form6k_041003.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>

                                                                       EXHIBIT 3
                                                                       ---------


            NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY given that the Annual and Special Meeting (the "Meeting") of
the Shareholders of Precision Drilling Corporation (the "Corporation") will be
held in the McMurray Room, at the Calgary Petroleum Club, 319 - 5th Avenue S.W.,
Calgary, Alberta, on the 13th day of May 2003, at the hour of 3:00 o'clock in
the afternoon (Calgary time) for the following purposes:

   1. to elect Directors for the ensuing year;

   2. to appoint Auditors for the ensuing year;

   3. to approve the 2003 Stock Option Plan;

   4. to adopt new General By-Laws of the Corporation.

   5. to transact such other business as may properly come before the Meeting or
      any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are
set forth in the Management Information Circular accompanying and forming part
of this Notice.

The Board of Directors have fixed the record date as of March 24, 2003 (the
"Record Date"). Only holders of Common Shares of record at the close of business
on March 24, 2003 are entitled to receive notice of the Meeting. Shareholders of
record will be entitled to vote those shares included in the list of
shareholders entitled to vote at the Meeting prepared as at the Record Date,
unless any such shareholder transfers his shares after the Record Date and the
transferee of those shares establishes that he owns the shares and demands, not
later than 10 days before the Meeting that the transferee's name be included in
the list of shareholders entitled to vote at the Meeting, in which case such
transferee shall be entitled to vote such shares at the Meeting.

Shareholders of the Corporation who are unable to personally be present at the
aforesaid Meeting may date and sign the form of proxy accompanying this Notice
and return the same to the offices of Computershare Trust Company of Canada,
Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2YI.

Forms of Proxy, in order to be valid and acted upon at the said Meeting, must be
returned to the aforesaid offices of Computershare Trust Company of Canada not
less than 48 hours before the time fixed for holding the Meeting or any
adjournment thereof or with the Chairman of the Meeting prior to commencement
thereof.

A copy of the Corporation's current Annual Report which includes its
Consolidated Financial Statements for the fiscal years ended December 31, 2002
and December 31, 2001, the Management Information Circular with respect to the
Meeting, the Corporation's Renewal Annual Information Form for the fiscal year
ended December 31, 2002, as filed with Canadian provincial securities
commissions and, under cover of an Annual Report on Form 40-F, with United
States Securities and Exchange Commission, and any interim financial statements
of the Corporation subsequent to the Financial Statements for the year ended
December 31, 2002, may be obtained by writing to Precision Drilling Corporation
to the attention of the Corporate Secretary, Suite 4200, 150-6th Avenue S.W.,
Calgary,Alberta T2P 3Y7.

             Dated at Calgary, Alberta this 9th day of April, 2003.

                       BY ORDER OF THE BOARD OF DIRECTORS,



                                 JAN M. CAMPBELL
                               Corporate Secretary



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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