-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 S1bS/faK9N288U8f6cmR6+YOBwvaKlLY4aaRbpMnrk8tOAKwTgcyiLkipcfIwLVB
 iixggLQt/pIqQv98HzlWOg==

<SEC-DOCUMENT>0000950142-05-002717.txt : 20051005
<SEC-HEADER>0000950142-05-002717.hdr.sgml : 20051005
<ACCEPTANCE-DATETIME>20051004210000
ACCESSION NUMBER:		0000950142-05-002717
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20051004
FILED AS OF DATE:		20051005
DATE AS OF CHANGE:		20051004

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:		051123403

	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_100405.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 October 4, 2005

                        Commission File Number: 001-14534


                         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>


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:  October 4, 2005


<PAGE>

                                INDEX TO EXHIBITS
                                -----------------


    EXHIBIT
    NUMBER        TITLE
    -------       -----

       1.         Notice of Special Meeting.

       2.         Common Shareholder Proxy Card.

       3.         Option Hold Proxy Card.

       4.         Information Circular.

       5.         Letter of Transmittal and Election Form for Holders
                  of Common Shares of Precision Drilling Corporation.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex-1form6k_104050.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
                                                                       EXHIBIT 1
                                                                       ---------


                         PRECISION DRILLING CORPORATION

                            NOTICE OF SPECIAL MEETING
                           TO BE HELD OCTOBER 31, 2005

    NOTICE IS HEREBY GIVEN that,  pursuant to an order (the "INTERIM  ORDER") of
the Court of Queen's  Bench of  Alberta  dated  September  29,  2005,  a special
meeting (the  "MEETING") of the holders of common shares  ("COMMON  SHARES") and
the holders of options to purchase Common Shares ("OPTIONS") (collectively,  the
"SECURITYHOLDERS") of Precision Drilling Corporation  ("PRECISION") will be held
at the Metropolitan Conference Centre, 333 -- 4th Avenue S.W., Calgary,  Alberta
on Monday,  October 31, 2005,  at 10:00 a.m.  (Calgary  time) for the  following
purposes:

        (a) to consider pursuant to the Interim Order and, if thought advisable,
    to pass, with or without variation,  a special resolution,  the full text of
    which is set forth in Appendix A to the  accompanying  Information  Circular
    dated  October  3, 2005 (the  "INFORMATION  CIRCULAR")  to approve a plan of
    arrangement   (the   "ARRANGEMENT")   under  section  193  of  the  BUSINESS
    CORPORATIONS ACT (Alberta) (the "ABCA"); and

        (b) to  transact  such  further and other  business  as may  properly be
    brought before the Meeting or any adjournment thereof.

Specific  details of the  matters to be put before the  Meeting are set forth in
the Information  Circular. A copy of the Arrangement Agreement in respect of the
Arrangement is attached as Appendix C to the Information Circular.

    The record date for  determination  of  Securityholders  entitled to receive
notice of and to vote at the Meeting is September 30, 2005. Only Securityholders
whose names have been entered in the respective  registers of Securityholders on
the close of  business  on that date and  holders  of Common  Shares or  Options
(collectively  "SECURITIES") issued by Precision after the record date and prior
to the  Meeting,  will  be  entitled  to  receive  notice  of and to vote at the
Meeting.

    Registered  Securityholders  have the right to dissent  with  respect to the
Arrangement and to be paid the fair value of their Securities in accordance with
the   provisions  of  section  191  of  the  ABCA  and  the  Interim   Order.  A
Securityholder's  right  to  dissent  is  more  particularly  described  in  the
Information Circular. FAILURE TO STRICTLY COMPLY WITH THE REQUIREMENTS SET FORTH
IN SECTION 191 OF THE ABCA, AS MODIFIED BY THE INTERIM ORDER,  MAY RESULT IN THE
LOSS OF ANY RIGHT OF DISSENT.

    A  SECURITYHOLDER  MAY ATTEND THE MEETING IN PERSON OR MAY BE REPRESENTED BY
PROXY.  SECURITYHOLDERS  WHO ARE UNABLE TO ATTEND THE MEETING OR ANY ADJOURNMENT
THEREOF IN PERSON ARE REQUESTED TO DATE, SIGN AND RETURN THE  ACCOMPANYING  FORM
OF PROXY  (WHITE FOR HOLDERS OF COMMON  SHARES AND GREEN FOR HOLDERS OF OPTIONS)
FOR USE AT THE MEETING OR ANY ADJOURNMENT THEREOF. TO BE EFFECTIVE, THE ENCLOSED
PROXY MUST BE RECEIVED BY COMPUTERSHARE  TRUST COMPANY OF CANADA, 100 UNIVERSITY
AVENUE,  TORONTO,  ONTARIO, M5J 2Y1 NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS,
SUNDAYS  AND  STATUTORY  HOLIDAYS)  PRIOR TO THE TIME SET FOR THE MEETING OR ANY
ADJOURNMENT THEREOF.

DATED at Calgary, Alberta, this 3rd day of October, 2005.

                                   BY ORDER OF THE BOARD OF DIRECTORS OF
                                   PRECISION DRILLING CORPORATION

                                   /s/ Hank B. Swartout

                                   Hank B. Swartout
                                   Chairman, President & Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex-2form6k_100405.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>
                                                                       EXHIBIT 2
                                                                       ---------

PRECISION DRILLING

                                                9th Floor, 100 University Avenue
                                                        Toronto, Ontario M5J 2Y1
                                                          www. Computershare.com


                                          SECURITY CLASS

                                          HOLDER ACCOUNT NUMBER


================================================================================
FORM OF PROXY - SPECIAL MEETING TO BE HELD ON OCTOBER 31, 2005
================================================================================

1.  EACH  SHAREHOLDER  HAS THE RIGHT TO  APPOINT A  PROXYHOLDER,  OTHER THAN THE
PERSONS DESIGNATED IN THE FORM OF PROXY, 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
SHAREHOLDER'S  NOMINEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED, OR
ANOTHER PROXY IN PROPER FORM SHOULD BE COMPLETED.

2.  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 (excluding
Saturdays, Sundays and statutory holidays) before the Meeting or any adjournment
thereof or with the Chairman of the Meeting prior to the commencement thereof.

3.  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.

4.  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 judgment.

5.  Please sign exactly as name appears  above.  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.

6.  If this proxy is not  dated,  it will be deemed to bear the date on which it
was mailed by Management to the shareholder.


VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

VOTING  BY MAIL  may be the  only  method  for  holdings  held in the  name of a
corporation or holdings being voted on behalf of another individual.

VOTING  BY MAIL OR BY  INTERNET,  are the only  methods  by  which a holder  may
appoint a person as proxyholder other than the Management  nominees named on the
reverse of this proxy.  Instead of mailing this proxy, you may choose one of the
two voting methods outlined below to vote this proxy.  Please have this proxy in
hand when you call.

TO RECEIVE DOCUMENTS  ELECTRONICALLY - You can enroll to receive future security
holder  communications  electronically after you vote using the Internet. If you
don't  vote  online,  you  can  still  enroll  for  this  service.   Follow  the
instructions below.


TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)

o  Call the toll free number listed BELOW from a touch tone telephone. There is
NO CHARGE for this call.

o  Proxy  Instructions  must be  received  not  less  than 48  hours  (excluding
Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting
or any adjournment thereof

TO VOTE USING THE INTERNET

o Go to the following web site: WWW.COMPUTERSHARE.COM/CA/PROXY

o Proxy  Instructions  must  be  received  not  less  than  48hours  (excluding
Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting
or any adjournment thereof.


TO RECEIVE DOCUMENTS ELECTRONICALLY

o You  can   enroll  to   receive   future   security   holder   communications
electronically, after you vote using the Internet. If you don't vote online, you
can still enroll by visiting  www.computershare.com - click "Investors" and then
"Electronic Shareholder Communications".


TO  VOTE  BY  TELEPHONE  OR  THE  INTERNET,   YOU  WILL  NEED  TO  PROVIDE  YOUR
CONTROLNUMBER, HOLDER ACCOUNT NUMBER AND ACCESS NUMBER LISTED BELOW.

CONTROL NUMBER            HOLDER  ACCOUNT NUMBER            ACCESS NUMBER

IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS PROXY.
Proxies submitted must be received not less than 48 hours (excluding Saturdays,
Sundays and statutory holidays) prior to the time set for the Meeting or any
adjournment thereof.

THANK YOU

- --------------------------------------------------------------------------------
If you have any questions or require assistance to complete this proxy please
call:

GEORGESON SHAREHOLDER Toll Free: 1-866-430-2001
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.
- --------------------------------------------------------------------------------

APPOINTMENT OF PROXYHOLDER

The undersigned shareholder of Precision Drilling          _____________________
Corporation ("Precision"), hereby appoints Hank B.
Swartout, President and Chief Executive Officer or
failing him, R.T. (Bob) German, Vice President and
Chief Accounting Officer, or instead of either of          _____________________
the foregoing,

as proxyholder of the undersigned,  with full power of substitution,  to attend,
act and vote for and on behalf of the  undersigned  at the  special  meeting  of
shareholders  and  optionholders  of Precision  (the  "Meeting"),  to be held on
Monday,  October  31,  2005 at 10:00  a.m.  (Calgary  time) at the  Metropolitan
Conference Centre, 333-4th Avenue S.W., Calgary,  Alberta and at any adjournment
thereof,  and on every ballot that may take place in consequence  thereof to the
same  extent  and with the same  powers as if the  undersigned  were  personally
present  at the  Meeting  with  authority  to  vote  at the  said  proxyholder's
discretion, except as otherwise specified below.

Without  limiting the general powers hereby  conferred,  the undersigned  hereby
directs the said  proxyholder to vote the shares  represented by this Instrument
of Proxy in the following manner (check (?) the appropriate box):

1.    FOR or AGAINST(and, if no specification
      is  made,   FOR)   passing   a  special
      resolution,  the full  text of which is
      set   forth  as   Appendix   A  to  the
      Information Circular of Precision dated
      October   3,  2005  (the   "Information
      Circular"),  approving  an  arrangement     FOR  [_]     AGAINST  [_]
      involving Precision, Precision Drilling
      Trust,   Precision   Drilling   Limited
      Partnership,    1194312Alberta    Ltd.,
      1195309 Alberta ULC, certain direct and
      indirect  wholly-owned  subsidiaries of
      Precision  and the  securityholders  of
      Precision  under  Section  193  of  the
      Business Corporations Act(Alberta), all
      as  more  particularly  set  forth  and
      described in the Information  Circular;
      and

2.    At  the  discretion  of the  said  proxyholders,  upon  any  amendment  or
      variation  of the above  matters or any other  matter that may be properly
      brought  before the Meeting or any  adjournment  thereof in such manner as
      such proxy, in such proxyholder's sole judgment, may determine.

This  Instrument of Proxy is solicited on behalf of the management of Precision.
The common  shares  represented  by this  Instrument of 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
favor of the above matters.

Each  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 and on
the behalf of such shareholder at the Meeting. To exercise such right, the names
of the  nominees  of  management  should  be  crossed  out and  the  name of the
shareholder's appointee should be legibly printed in the blank space provided.



The undersigned hereby revokes any proxies heretofore given.


AUTHORIZED  SIGNATURE(S)  - SIGN HERE - THIS SECTION MUST BE COMPLETED  FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT.

Signature(s)

______________________________


______________________________                    _____________________________
                                                  Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex-3form6k_100405.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
                                                                       EXHIBIT 3
                                                                       ---------

PRECISION DRILLING

                                                9th Floor, 100 University Avenue
                                                        Toronto, Ontario M5J 2Y1
                                                          www. Computershare.com


                                          SECURITY CLASS

                                          HOLDER ACCOUNT NUMBER


================================================================================
FORM OF PROXY - SPECIAL MEETING TO BE HELD ON OCTOBER 31, 2005
================================================================================

1. EACH  OPTIONHOLDER  HAS THE RIGHT TO  APPOINT A  PROXYHOLDER,  OTHER THAN THE
PERSONS  DESIGNATED  IN THE FORM OF  PROXY,  WHO NEED NOT BE A  OPTIONHOLDER  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
OPTIONHOLDER'S NOMINEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED, OR
ANOTHER PROXY IN PROPER FORM SHOULD BE COMPLETED.

2. 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 (excluding
Saturdays, Sundays and statutory holidays) before the Meeting or any adjournment
thereof or with the Chairman of the Meeting prior to the commencement thereof.

3. In addition to any other  manner  permitted by law, an  optionholder  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.

4. 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 optionholder's  nominee to vote on such matters in accordance
with the nominee's best judgment.

5. Please sign exactly as name  appears  above.  Joint owners  should each sign.
Executors,  administrators  and trustees,  etc.  should attach evidence of their
authority and a corporation  should affix its seal hereto.  Optionholders 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.

6. If this  proxy is not  dated,  it will be deemed to bear the date on which it
was mailed by Management to the optionholder.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

VOTING  BY MAIL  may be the  only  method  for  holdings  held in the  name of a
corporation or holdings being voted on behalf of another individual.

VOTING  BY MAIL OR BY  INTERNET,  are the only  methods  by  which a holder  may
appoint a person as proxyholder other than the Management  nominees named on the
reverse of this proxy.  Instead of mailing this proxy, you may choose one of the
two voting methods outlined below to vote this proxy.  Please have this proxy in
hand when you call.

TO RECEIVE DOCUMENTS  ELECTRONICALLY - You can enroll to receive future security
holder  communications  electronically after you vote using the Internet. If you
don't  vote  online,  you  can  still  enroll  for  this  service.   Follow  the
instructions below.


TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)

o  Call the toll free number listed BELOW from a touch tone telephone. There is
NO CHARGE for this call.

o  Proxy  Instructions  must be  received  not  less  than 48  hours  (excluding
Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting
or any adjournment thereof

TO VOTE USING THE INTERNET

o Go to the following web site: WWW.COMPUTERSHARE.COM/CA/PROXY

o Proxy  Instructions  must  be  received  not  less  than  48hours  (excluding
Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting
or any adjournment thereof.


TO RECEIVE DOCUMENTS ELECTRONICALLY

o You  can   enroll  to   receive   future   security   holder   communications
electronically, after you vote using the Internet. If you don't vote online, you
can still enroll by visiting  www.computershare.com - click "Investors" and then
"Electronic Shareholder Communications".


TO  VOTE  BY  TELEPHONE  OR  THE  INTERNET,   YOU  WILL  NEED  TO  PROVIDE  YOUR
CONTROLNUMBER, HOLDER ACCOUNT NUMBER AND ACCESS NUMBER LISTED BELOW.

CONTROL NUMBER            HOLDER  ACCOUNT NUMBER            ACCESS NUMBER

IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS PROXY.
Proxies submitted must be received not less than 48 hours (excluding Saturdays,
Sundays and statutory holidays) prior to the time set for the Meeting or any
adjournment thereof.

THANK YOU

- --------------------------------------------------------------------------------
If you have any questions or require assistance to complete this proxy please
call:

GEORGESON SHAREHOLDER Toll Free: 1-866-430-2001
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.
- --------------------------------------------------------------------------------

APPOINTMENT OF PROXYHOLDER

The undersigned shareholder of Precision Drilling          _____________________
Corporation ("Precision"), hereby appoints Hank B.
Swartout, President and Chief Executive Officer or
failing him, R.T. (Bob) German, Vice President and
Chief Accounting Officer, or instead of either of          _____________________
the foregoing,

as proxyholder of the undersigned,  with full power of substitution,  to attend,
act and vote for and on behalf of the  undersigned  at the  special  meeting  of
shareholders  and  optionholders  of Precision  (the  "Meeting"),  to be held on
Monday,  October  31,  2005 at 10:00  a.m.  (Calgary  time) at the  Metropolitan
Conference Centre, 333-4th Avenue S.W., Calgary,  Alberta and at any adjournment
thereof,  and on every ballot that may take place in consequence  thereof to the
same  extent  and with the same  powers as if the  undersigned  were  personally
present  at the  Meeting  with  authority  to  vote  at the  said  proxyholder's
discretion, except as otherwise specified below.

Without  limiting the general powers hereby  conferred,  the undersigned  hereby
directs the said  proxyholder to vote the shares  represented by this Instrument
of Proxy in the following manner (check (?) the appropriate box):

1.    FOR or AGAINST(and, if no specification
      is  made,   FOR)   passing   a  special
      resolution,  the full  text of which is
      set   forth  as   Appendix   A  to  the
      Information Circular of Precision dated
      October   3,  2005  (the   "Information
      Circular"),  approving  an  arrangement     FOR  [_]     AGAINST  [_]
      involving Precision, Precision Drilling
      Trust,   Precision   Drilling   Limited
      Partnership,    1194312Alberta    Ltd.,
      1195309 Alberta ULC, certain direct and
      indirect  wholly-owned  subsidiaries of
      Precision  and the  securityholders  of
      Precision  under  Section  193  of  the
      Business Corporations Act(Alberta), all
      as  more  particularly  set  forth  and
      described in the Information  Circular;
      and

2.    At  the  discretion  of the  said  proxyholders,  upon  any  amendment  or
      variation  of the above  matters or any other  matter that may be properly
      brought  before the Meeting or any  adjournment  thereof in such manner as
      such proxy, in such proxyholder's sole judgment, may determine.

This  Instrument of Proxy is solicited on behalf of the management of Precision.
The common  shares  represented  by this  Instrument of 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
favor of the above matters.

Each  optionholder has the right to appoint a proxyholder other than the persons
designated above, who need not be an optionholder,  to attend and to act for and
on the behalf of such  optionholder at the Meeting.  To exercise such right, the
names of the  nominees of  management  should be crossed out and the name of the
optionholder's appointee should be legibly printed in the blank space provided.



The undersigned hereby revokes any proxies heretofore given.


AUTHORIZED  SIGNATURE(S)  - SIGN HERE - THIS SECTION MUST BE COMPLETED  FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT.

Signature(s)

______________________________


______________________________                    _____________________________
                                                  Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex-4form6k_100405.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
                                                                       EXHIBIT 4
                                                                       ---------


================================================================================


                            (PRECISION DRILLING LOGO)


                         PRECISION DRILLING CORPORATION



                  NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS
                           TO BE HELD OCTOBER 31, 2005
                   NOTICE OF PETITION TO THE COURT OF QUEEN'S
                                BENCH OF ALBERTA
                              INFORMATION CIRCULAR
                                WITH RESPECT TO A
                               PLAN OF ARRANGEMENT
                                    INVOLVING
                         PRECISION DRILLING CORPORATION
                                       ITS
                                 SECURITYHOLDERS
                                       AND
                             CERTAIN OTHER ENTITIES



    PLEASE CAREFULLY READ THIS MANAGEMENT  INFORMATION CIRCULAR,  INCLUDING IT'S
APPENDICES  AND THE DOCUMENTS  INCORPORATED  BY REFERENCE  HEREIN.  THEY CONTAIN
DETAILED  INFORMATION RELATING TO THE PLAN OF ARRANGEMENT THAT HOLDERS OF COMMON
SHARES AND OPTIONHOLDERS OF PRECISION DRILLING  CORPORATION WILL BE VOTING ON AT
THE SPECIAL MEETING.

    IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH  THESE  MATERIALS  OR THE  MATTER
THEY DESCRIBE,  PLEASE CONSULT YOUR  PROFESSIONAL  ADVISOR.  IF YOU REQUIRE MORE
INFORMATION   REGARDING   VOTING  YOUR  COMMON  SHARES  OF  PRECISION   DRILLING
CORPORATION  OR OPTIONS FOR SUCH SHARES,  PLEASE CONTACT  GEORGESON  SHAREHOLDER
TOLL FREE AT 1-866-430-2001.




================================================================================
<PAGE>

                                TABLE OF CONTENTS

Letter to Shareholders and Optionholders.................................  iii
Notice of Special Meeting................................................   vi
Notice of Petition.......................................................  vii
INFORMATION CIRCULAR.....................................................    1
  Introduction...........................................................    1
  Currency and Exchange Rates............................................    1
  Forward-Looking Statements.............................................    1
  Supplemental Disclosure................................................    2
  Information for United States Shareholders.............................    2
GLOSSARY OF TERMS........................................................    3
  Conventions............................................................   12
SUMMARY INFORMATION......................................................   13
  The Meeting............................................................   13
  The Arrangement........................................................   13
  Exchangeable LP Unit Election..........................................   16
  Procedure for Exchange of Securities...................................   17
  Distribution Policy of the Trust.......................................   18
  Distributions by PDLP..................................................   18
  Background to and Reasons for the Arrangement..........................   19
  Fairness Opinion.......................................................   21
  Recommendation of the Precision Directors..............................   21
  Approvals..............................................................   22
  Confirmation of Support................................................   22
  Dissent Rights.........................................................   22
  The Trust..............................................................   22
  PDLP...................................................................   23
  The General Partner....................................................   23
  AmalgamationCo.........................................................   23
  Stock Exchange Listing Approval........................................   23
  Certain Canadian Federal Income Tax Considerations.....................   23
  Non-Canadian Income Tax Considerations.................................   24
  Certain United States Income Tax Considerations........................   24
  Selected Pro Forma Financial Information for the Trust.................   24
  Pro Forma Distributable Cash...........................................   25
THE ARRANGEMENT..........................................................   26
  Background to and Reasons for the Arrangement..........................   26
  Effect of the Arrangement..............................................   28
  Details of the Arrangement.............................................   30
  Arrangement Agreement..................................................   34
  Conditions to the Arrangement Becoming Effective.......................   34
  Approvals and Conditions...............................................   34
  Fairness Opinion.......................................................   36
  Recommendation of the Precision Directors..............................   36
  Confirmation of Support................................................   38
  Timing.................................................................   38
  Exchangeable LP Unit Election..........................................   39
  Procedure for Exchange of Securities...................................   39
  Treatment of Options...................................................   40
  Rights of Dissent......................................................   41
  Interests of Certain Persons in the Arrangement........................   42
  Expenses of the Arrangement............................................   42
  Stock Exchange Listing Approval........................................   42
  Securities Law Matters.................................................   42
  Legal Matters..........................................................   43
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.......................   43
  The Arrangement........................................................   44


                                        2
<PAGE>

  Taxation of Weatherford Shares (Post-Arrangement)......................   45
  Status of the Trust....................................................   46
  Taxation of the Trust..................................................   46
  Taxation of PDLP.......................................................   47
  Taxation of Trust Unitholders..........................................   47
  Residents..............................................................   47
  Registered Pension Funds or Plans and Pension Corporations.............   50
  Persons other than Residents...........................................   50
NON-CANADIAN INCOME TAX CONSIDERATIONS...................................   51
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS..................   51
Certain United States Federal Income Tax Consequences to U.S. Holders....   52
  The Exchange...........................................................   52
  The Trust..............................................................   53
  Trust Units............................................................   53
  Distributions with Respect to Trust Units..............................   53
  Sale or Exchange of Trust Units........................................   53
  Passive Foreign Investment Companies...................................   54
  United States Backup Withholding Tax and Information Reporting.........   54
INFORMATION CONCERNING THE TRUST.........................................   54
  General................................................................   54
  Activities of the Trust................................................   55
  Strategy of the Trust..................................................   56
  Trustees...............................................................   56
  Administration Agreement...............................................   57
  Conflict of Interest Restrictions and Provisions.......................   57
DECLARATION OF TRUST AND DESCRIPTION OF UNITS............................   57
  Trust Units and Special Voting Units...................................   57
  Issuance of Units......................................................   59
  Purchase of Units......................................................   59
  Trust Unit Redemption Right............................................   59
  Meetings of Unitholders................................................   61
  Limitation on Non-Resident Ownership...................................   61
  Amendments to the Declaration of Trust.................................   62
  Term of the Trust......................................................   62
  Take-Over Bids.........................................................   62
  Information and Reports................................................   63
  Auditors...............................................................   63
DISTRIBUTION POLICY......................................................   63
  General................................................................   63
  Distribution Reinvestment Plan.........................................   63
  Pro Forma Distributable Cash...........................................   63
PRO FORMA CAPITALIZATION OF THE TRUST....................................   65
SELECTED PRO FORMA FINANCIAL INFORMATION FOR THE TRUST...................   66
INFORMATION CONCERNING PDLP..............................................   67
  General................................................................   67
  Partnership Units......................................................   67
  Amendment and Approval.................................................   71
  Actions by the General Partner under the Support Agreement
    and the Voting and Exchange Trust Agreement..........................   72
  Non-Resident and Tax-Exempt Holders....................................   72
  Voting and Exchange Trust Agreement....................................   72
  Support Agreement......................................................   74
INFORMATION CONCERNING THE GENERAL PARTNER...............................   75
  General................................................................   75
  Functions and Powers of General Partner................................   75
  Withdrawal or Removal of the General Partner...........................   76
  Directors..............................................................   76
INFORMATION CONCERNING AMALGAMATIONCO....................................   76
  General................................................................   76
  Description of Share Capital...........................................   76
  Dividend Record........................................................   76


                                        3
<PAGE>

  Auditors...............................................................   77
  Legal Proceedings......................................................   77
INFORMATION CONCERNING PRECISION.........................................   77
  Recent Developments....................................................   78
  Interest of Certain Persons and Companies in Matters
    to be Acted Upon.....................................................   78
  Interest of Informed Persons in Material Transactions..................   78
  Indebtedness of Directors and Executive Officers.......................   79
  Market for Common Shares...............................................   79
  Additional Information.................................................   79
INFORMATION CONCERNING ACQUISITIONCO.....................................   79
TRUSTEES, DIRECTORS AND MANAGEMENT.......................................   79
  Trustees of the Trust..................................................   79
  Directors and Officers of AmalgamationCo...............................   80
  Governance of the Trust and AmalgamationCo.............................   80
  Liability of Trustees..................................................   80
  Insurance Coverage for the Trust and Related Entities
    and Indemnification..................................................   81
  Incentive Plans........................................................   81
RISK FACTORS.............................................................   81
  The Trust..............................................................   82
PDLP.....................................................................   85
Risks Relating to the Business Currently Conducted by Precision..........   85
GENERAL PROXY MATTERS....................................................   88
  Solicitation of Proxies................................................   88
  Appointment and Revocation of Proxies..................................   88
  Signature of Proxy.....................................................   89
  Voting of Proxies......................................................   89
  Exercise of Discretion of Proxy........................................   89
  Voting Securities and Principal Holders Thereof........................   89
  Procedure and Votes Required...........................................   89
OTHER MATTERS............................................................   90
AUDITORS' CONSENT........................................................   91
APPENDICES
Appendix A -- Arrangement Resolution.....................................   A-1
Appendix B -- Interim Order..............................................   B-1
Appendix C -- Arrangement Agreement......................................   C-1
Appendix D -- Exchangeable LP Unit Provisions............................   D-1
Appendix E -- Fairness Opinion...........................................   E-1
Appendix F -- Balance Sheet of Precision Drilling Trust..................   F-1
Appendix G -- Pro Forma Financial Statements of Precision
              Drilling Trust.............................................   G-1
Appendix H -- Section 191 of the ABCA....................................   H-1



                                        4
<PAGE>

PRECISION DRILLING CORPORATION

(PRECISION DRILLING LOGO)

October 3, 2005

Dear Shareholders and Optionholders:

         You are  invited to attend a special  meeting  (the  "MEETING")  of the
    holders  of common  shares  ("COMMON  SHARES")  and the  holders  of options
    ("OPTIONS") to acquire Common Shares (collectively,  the  "SECURITYHOLDERS")
    of  Precision  Drilling   Corporation   ("PRECISION")  to  be  held  at  the
    Metropolitan Conference Centre, 333 -- 4th Avenue S.W., Calgary,  Alberta on
    Monday,  October 31, 2005 at 10:00 a.m. (Calgary time). At the Meeting,  you
    will be asked to consider and, if thought advisable, approve a proposed plan
    of  arrangement  pursuant to the BUSINESS  CORPORATIONS  ACT (Alberta)  (the
    "ARRANGEMENT")  involving  Precision,  its Securityholders and certain other
    related entities.

         If approved,  the proposed  Arrangement will result in (i) shareholders
    receiving cash and common shares of Weatherford International Ltd. currently
    owned  by  Precision  ("WEATHERFORD  SHARES")  and (ii)  the  conversion  of
    Precision  into Precision  Drilling Trust (the "TRUST").  The Trust will own
    Precision's existing business and will make regular monthly distributions to
    holders of the units of the Trust ("TRUST UNITS").

         Pursuant to the Arrangement,  shareholders  will be entitled to receive
    in  exchange  for each  Common  Share  held (i) one Trust  Unit,  (ii) their
    pro-rata share of the  Weatherford  Shares and (iii) their pro-rata share of
    up to $850 million of cash in aggregate.  The Weatherford Shares will not be
    subject to any resale restrictions,  however,  Precision will not be able to
    transfer the Weatherford  Shares until a Registration  Statement to be filed
    by  Weatherford  is declared  effective by the U.S.  Securities and Exchange
    Commission. Based on current business conditions, it is anticipated that the
    board of Trustees of the Trust will set the initial regular distributions to
    the Trust's unitholders at approximately $0.24 per Trust Unit per month.

         Taxable shareholders  resident in Canada for the purposes of the INCOME
    TAX ACT (Canada) will alternatively be entitled to receive,  for each Common
    Share held,  their pro-rata share of the Weatherford  Shares and cash and to
    elect to receive limited  partnership  units  ("EXCHANGEABLE LP UNITS") that
    will be  exchangeable  without further  consideration  into Trust Units on a
    one-for-one basis. There will,  however, be a maximum number of Exchangeable
    LP Units issued under the Arrangement  and, if elections for Exchangeable LP
    Units exceed the maximum number available, the Exchangeable LP Units will be
    prorated among those electing.

         The  Exchangeable  LP Units are intended to be, to the greatest  extent
    practicable,  the economic and voting equivalent of Trust Units, and will be
    entitled to the same monthly cash  distributions as a Trust Unit and to vote
    on Trust matters with holders of Trust Units through a special  voting unit.
    The  election by a  shareholder  to acquire  Exchangeable  LP Units may have
    income tax or other consequences to that shareholder which are not described
    in the enclosed materials and Precision provides no representation as to the
    tax  consequences  of  such  election.   Any  taxable,   Canadian   resident
    shareholder  considering making this election is urged to consult his or her
    own  legal  and  tax  advisors  with  respect  to the  consequences  (tax or
    otherwise) associated with the election.



    4200, 150 - 6th Avenue S.W.
    Calgary, Alberta, Canada T2P 3Y7
    Telephone: 403.716.4500
    Facsimile: 403.264.0251
    www.precisiondrilling.com




                                        5
<PAGE>

    Non-resident  and tax-exempt  shareholders  will be eligible to receive only
Trust  Units and their  pro-rata  share of the  Weatherford  Shares  and cash in
exchange for their Common Shares.

    Optionholders  may participate in the Arrangement by exercising their vested
Options  and  receiving  the same  consideration  as holders  of Common  Shares.
Alternatively, pursuant to the Arrangement, each unexercised vested and unvested
Option will be converted into a new option (the "NEW OPTION") which will provide
an  Optionholder  with the right to purchase a Trust Unit at an  exercise  price
reduced to the amount required to retain the Optionholder's accrued value at the
effective date of the Arrangement.  In addition,  the Arrangement  provides that
each New Option will be amended to allow  Optionholders  to  surrender  all or a
portion  of their  New  Options  for cash in an amount  equal to the  difference
between the closing  price of Trust Units on the Toronto  Stock  Exchange on the
day prior to the day the  Optionholder  elects to surrender New Options for cash
and the reduced  exercise  price,  multiplied by the number of New Options being
surrendered  (the  "CASH-OUT  RIGHT").  In  addition,  and at the  same  time as
electing the Cash-Out  Right,  the  Optionholder  may also elect to use all or a
portion of the net cash amount to be received  (after  withholding  tax has been
deducted) to acquire  Trust Units for a price equal to the closing  price of the
Trust  Units  on the  Toronto  Stock  Exchange  on the day  prior to the day the
Optionholder  elects to use all or a portion of the net cash amount  received to
acquire Trust Units.  All rights granted under the New Options will terminate on
the 15th day following the effective date of the Arrangement.

    Shareholders should deposit with Computershare Investor Services Inc. a duly
completed  Letter of Transmittal  and Election Form, a copy of which is enclosed
with these materials, on or before 5:00 p.m. (Calgary time) on October 27, 2005.
Shareholders  who do not  deposit  those  documents  by that time and who do not
otherwise  fully comply with the  requirements  of the Letter of Transmittal and
Election  Form and the  instructions  therein  will be deemed to have elected to
receive one Trust Unit and their  pro-rata share of the  Weatherford  Shares and
cash per Common Share.

    The  resolutions  regarding  the  Arrangement  must be  approved by at least
two-thirds of the votes cast by shareholders and optionholders,  voting together
as a single class, in person or by proxy at the Meeting. The Arrangement is also
subject to the approval of the Court of Queen's Bench of Alberta and the receipt
of all regulatory approvals.

    The  board of  directors  of  Precision  appointed  a special  committee  of
independent  directors (the "SPECIAL COMMITTEE") to consider the advisability of
the  Arrangement  and  determine  whether  it is  fair  and  reasonable  to  the
shareholders  and in the best  interests of  Precision  as a whole.  The Special
Committee received an opinion from Precision's  financial  advisor,  FirstEnergy
Capital Corp.,  that the  consideration  under the  Arrangement is fair,  from a
financial  point of view,  to the  Securityholders.  The board of  directors  of
Precision,  on the  recommendation of the Special Committee and based on its own
investigations,   including  its   consideration  of  the  fairness  opinion  of
FirstEnergy  Capital Corp.,  has concluded  that the  Arrangement is in the best
interests of Precision. In reaching this conclusion,  the board of directors has
considered,  and  received  professional  advice  with  respect  to,  the recent
announcement  by the  federal  Minister  of Finance of a  moratorium  on advance
income tax  rulings on income  trusts and other  flow-through  entities  pending
completion of a  consultation  period to assess the  government's  future policy
towards  such  vehicles.  After  weighing  a number  of  factors,  the  board of
directors  believes  the right  course  for  Precision  is to  proceed  with the
conversion  to an income trust  structure.  Accordingly,  the board of directors
continues to unanimously  recommend that  Securityholders  vote in favour of the
Arrangement.  The management and directors of Precision, who owned approximately
0.77% of the outstanding Common Shares and 52.59% of the outstanding  Options as
at September 15, 2005,  have indicated that they intend to vote in favour of the
Arrangement.

    The attached  Information  Circular and related materials contain a detailed
description  of the  Arrangement,  as well  as  detailed  information  regarding
Precision and the Trust.  Please give this  material your careful  consideration
and,  if  you  require  assistance,   consult  your  financial,   tax  or  other
professional advisors. If you are unable to attend the Meeting in person, please
complete  and deliver the  applicable  form of proxy which is enclosed or in the
form  provided  by your  broker in order to ensure  your  representation  at the
Meeting.

    On behalf of the board of  directors of  Precision,  I would like to express
our  appreciation  for the  support of our  shareholders.  We would also like to
thank the many  employees  who have  worked very hard in  assisting  us with the
Weatherford  transaction,  the sale of CEDA  International  Corporation  and the
proposed trust conversion. We all look forward to seeing you at the Meeting.

                                                Yours very truly,


                                                /s/ Hank B. Swartout
                                                -------------------------------
                                                Hank B. Swartout
                                                Chairman, President & Chief
                                                Executive Officer


            SECURITYHOLDERS REQUIRING ADVICE OR ASSISTANCE CONCERNING
                     THE ARRANGEMENT ARE URGED TO CONTACT:

                              GEORGESON SHAREHOLDER
                            Toll Free: 1-866-430-2001



                                        6
<PAGE>

                         PRECISION DRILLING CORPORATION

                            NOTICE OF SPECIAL MEETING
                           TO BE HELD OCTOBER 31, 2005

    NOTICE IS HEREBY GIVEN that,  pursuant to an order (the "INTERIM  ORDER") of
the Court of Queen's  Bench of  Alberta  dated  September  29,  2005,  a special
meeting (the  "MEETING") of the holders of common shares  ("COMMON  SHARES") and
the holders of options to purchase Common Shares ("OPTIONS") (collectively,  the
"SECURITYHOLDERS") of Precision Drilling Corporation  ("PRECISION") will be held
at the Metropolitan Conference Centre, 333 -- 4th Avenue S.W., Calgary,  Alberta
on Monday,  October 31, 2005,  at 10:00 a.m.  (Calgary  time) for the  following
purposes:

        (a) to consider pursuant to the Interim Order and, if thought advisable,
    to pass, with or without variation,  a special resolution,  the full text of
    which is set forth in Appendix A to the  accompanying  Information  Circular
    dated  October  3, 2005 (the  "INFORMATION  CIRCULAR")  to approve a plan of
    arrangement   (the   "ARRANGEMENT")   under  section  193  of  the  BUSINESS
    CORPORATIONS ACT (Alberta) (the "ABCA"); and

        (b) to  transact  such  further and other  business  as may  properly be
    brought before the Meeting or any adjournment thereof.

Specific  details of the  matters to be put before the  Meeting are set forth in
the Information  Circular. A copy of the Arrangement Agreement in respect of the
Arrangement is attached as Appendix C to the Information Circular.

    The record date for  determination  of  Securityholders  entitled to receive
notice of and to vote at the Meeting is September 30, 2005. Only Securityholders
whose names have been entered in the respective  registers of Securityholders on
the close of  business  on that date and  holders  of Common  Shares or  Options
(collectively  "SECURITIES") issued by Precision after the record date and prior
to the  Meeting,  will  be  entitled  to  receive  notice  of and to vote at the
Meeting.

    Registered  Securityholders  have the right to dissent  with  respect to the
Arrangement and to be paid the fair value of their Securities in accordance with
the   provisions  of  section  191  of  the  ABCA  and  the  Interim   Order.  A
Securityholder's  right  to  dissent  is  more  particularly  described  in  the
Information Circular. FAILURE TO STRICTLY COMPLY WITH THE REQUIREMENTS SET FORTH
IN SECTION 191 OF THE ABCA, AS MODIFIED BY THE INTERIM ORDER,  MAY RESULT IN THE
LOSS OF ANY RIGHT OF DISSENT.

    A  SECURITYHOLDER  MAY ATTEND THE MEETING IN PERSON OR MAY BE REPRESENTED BY
PROXY.  SECURITYHOLDERS  WHO ARE UNABLE TO ATTEND THE MEETING OR ANY ADJOURNMENT
THEREOF IN PERSON ARE REQUESTED TO DATE, SIGN AND RETURN THE  ACCOMPANYING  FORM
OF PROXY  (WHITE FOR HOLDERS OF COMMON  SHARES AND GREEN FOR HOLDERS OF OPTIONS)
FOR USE AT THE MEETING OR ANY ADJOURNMENT THEREOF. TO BE EFFECTIVE, THE ENCLOSED
PROXY MUST BE RECEIVED BY COMPUTERSHARE  TRUST COMPANY OF CANADA, 100 UNIVERSITY
AVENUE,  TORONTO,  ONTARIO, M5J 2Y1 NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS,
SUNDAYS  AND  STATUTORY  HOLIDAYS)  PRIOR TO THE TIME SET FOR THE MEETING OR ANY
ADJOURNMENT THEREOF.

DATED at Calgary, Alberta, this 3rd day of October, 2005.

                                         BY ORDER OF THE BOARD OF DIRECTORS OF
                                         PRECISION DRILLING CORPORATION


                                         /s/ Hank B. Swartout
                                         --------------------------------
                                         Hank B. Swartout
                                         Chairman, President & Chief
                                         Executive Officer


                                        7
<PAGE>

                                                           Action No. 0501-14043


                    IN THE COURT OF QUEEN'S BENCH OF ALBERTA
                          JUDICIAL DISTRICT OF CALGARY

        IN THE MATTER OF SECTION 193 OF THE BUSINESS  CORPORATIONS  ACT,  R.S.A.
        2000, C. B-9;

        AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING PRECISION DRILLING
        CORPORATION,   PRECISION  DRILLING  TRUST,  PRECISION  DRILLING  LIMITED
        PARTNERSHIP,  1194312 ALBERTA LTD.,  1195309 ALBERTA ULC, CERTAIN DIRECT
        AND INDIRECT WHOLLY-OWNED SUBSIDIARIES OF PRECISION DRILLING CORPORATION
        AND THE SECURITYHOLDERS OF PRECISION DRILLING CORPORATION

                               NOTICE OF PETITION

    NOTICE IS HEREBY GIVEN that a petition (the  "PETITION") has been filed with
the Court of  Queen's  Bench of  Alberta,  Judicial  District  of  Calgary  (the
"COURT") on behalf of Precision Drilling Corporation  ("PRECISION") with respect
to a proposed  arrangement (the "ARRANGEMENT") under section 193 of the BUSINESS
CORPORATIONS ACT, R.S.A. 2000, c. B-9, as amended (the "ABCA"),  pursuant to the
terms  of a plan of  arrangement  (the  "PLAN  OF  ARRANGEMENT")  affecting  and
involving:  (i) Precision,  Precision Drilling Trust, Precision Drilling Limited
Partnership,  1194312  Alberta  Ltd.  and  1195309  Alberta  ULC;  (ii)  certain
wholly-owned  direct and  indirect  subsidiaries  of Precision  (the  "SPECIFIED
SUBSIDIARIES")  to be identified and referred to in the Articles of Arrangement;
and (iii) the holders of common  shares of Precision  ("COMMON  SHARES") and the
holders of  options to acquire  Common  Shares  ("OPTIONS")  (collectively,  the
"SECURITYHOLDERS"),  which  Arrangement  is described  in greater  detail in the
Information  Circular  of  Precision  dated  October  3, 2005 (the  "INFORMATION
CIRCULAR") accompanying this Notice of Petition. At the hearing of the Petition,
Precision intends to seek:

        (a) a declaration  that the terms and conditions of the  Arrangement are
    fair to Securityholders;

        (b) an order  approving the  Arrangement  pursuant to the  provisions of
    section 193 of the ABCA;

        (c) a  declaration  that the  Arrangement  will,  on the  filing  of the
    Articles of  Arrangement  pursuant to the  provisions  of section 193 of the
    ABCA,  become  effective in accordance with its terms and will be binding on
    and  after the  Effective  Date (as  defined  in the  Arrangement  Agreement
    attached as Appendix C to the Information Circular); and

        (d) such other and further  orders,  declarations  and directions as the
    Court may deem just.

    The Court has been  advised that its order  approving  the  Arrangement,  if
granted,  will  constitute  the basis  for an  exemption  from the  registration
requirements of the SECURITIES ACT OF 1933, as amended,  of the United States of
America with respect to the securities to be issued pursuant to the Arrangement.

    AND NOTICE IS FURTHER  GIVEN that the said Petition was directed to be heard
at the Court of  Queen's  Bench of  Alberta,  611 -- 4th Street  S.W.,  Calgary,
Alberta,  on the 31st day of October,  2005 at 1:30 p.m.  (Calgary  time), or as
soon  thereafter  as  counsel  may be  heard.  Any  Securityholder  or any other
interested  party  desiring to support or oppose the  Petition may appear at the
time of hearing in person or by counsel for that purpose.  ANY SECURITYHOLDER OR
ANY OTHER INTERESTED PARTY DESIRING TO APPEAR AT THE HEARING IS REQUIRED TO FILE
WITH THE COURT OF QUEEN'S BENCH OF ALBERTA,  JUDICIAL  DISTRICT OF CALGARY,  AND
SERVE ON PRECISION ON OR BEFORE 12:00 NOON (CALGARY TIME) ON MONDAY, OCTOBER 24,
2005,  A NOTICE OF  INTENTION  TO APPEAR,  INCLUDING  AN ADDRESS  FOR SERVICE IN
ALBERTA TOGETHER WITH ANY EVIDENCE OR MATERIALS WHICH ARE TO BE PRESENTED TO THE
COURT.  Service on Precision is to be effected by delivery to the solicitors for
Precision at the address below. If any  Securityholder  or any other  interested
party does not attend,  either in person or by counsel,  at that time, the Court
may approve the Arrangement as presented, or may approve the Arrangement subject
to such terms and  conditions  as the Court shall deem fit,  without any further
notice.

    AND NOTICE IS FURTHER  GIVEN that no further  notice of the Petition will be
given  by  Precision  and that in the  event  the  hearing  of the  Petition  is
adjourned  only  those  persons  who have  appeared  before  the  Court  for the
application at the hearing shall be served with notice of the adjourned date.


                                        8
<PAGE>

    AND NOTICE IS FURTHER  GIVEN that the Court,  by Order dated  September  29,
2005, has given directions as to the calling of a meeting of Securityholders for
the  purpose of those  Securityholders  voting on  resolutions  to  approve  the
Arrangement  and has directed that for  registered  holders of Common Shares the
right to dissent with respect to the Arrangement under the provisions of section
191 of the ABCA, as amended by that Order,  shall be  applicable,  and analogous
rights of dissent shall apply to the holders of Options.

    AND  NOTICE IS  FURTHER  GIVEN  that a copy of the said  Petition  and other
documents in the proceedings  will be furnished to any  Securityholder  or other
interested  party  requesting  the  same by the  undermentioned  solicitors  for
Precision on written request delivered to those solicitors as follows:

Borden Ladner Gervais LLP
1000, 400 -- 3rd Avenue S.W.
Calgary, Alberta T2P 4H2

Attention: David T. Madsen

DATED at Calgary, Alberta, this 3rd day of October, 2005.

                                         BY ORDER OF THE BOARD OF DIRECTORS OF
                                         PRECISION DRILLING CORPORATION


                                         /s/ Hank B. Swartout
                                         --------------------------------
                                         Hank B. Swartout
                                         Chairman, President & Chief
                                         Executive Officer




                                        9
<PAGE>

                              INFORMATION CIRCULAR

INTRODUCTION

    THIS  INFORMATION  CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF  PROXIES  BY AND ON  BEHALF OF THE  MANAGEMENT  OF  PRECISION  FOR USE AT THE
MEETING AND ANY ADJOURNMENTS  THEREOF. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THE ARRANGEMENT OR ANY
OTHER MATTERS TO BE CONSIDERED AT THE MEETING OTHER THAN THOSE CONTAINED IN THIS
INFORMATION   CIRCULAR  AND,  IF  GIVEN  OR  MADE,   ANY  SUCH   INFORMATION  OR
REPRESENTATION MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED.

    All summaries of, and  references to, the  Arrangement  in this  Information
Circular are  qualified in their  entirety by reference to the complete  text of
the Plan, a copy of which is attached as Schedule A to the Arrangement Agreement
attached as Appendix C to this Information Circular.  YOU ARE URGED TO CAREFULLY
READ THIS INFORMATION CIRCULAR AND THE FULL TEXT OF THE PLAN.

    All capitalized  terms used in this  Information  Circular but not otherwise
defined  herein  have  the  meanings  set  forth  under   "GLOSSARY  OF  TERMS".
Information  contained  in this  Information  Circular is given as of October 3,
2005 unless otherwise specifically stated.

CURRENCY AND EXCHANGE RATES

    All dollar references in this Information  Circular are in Canadian dollars,
unless otherwise indicated.  On September 30, 2005, the rate of exchange for the
Canadian dollar,  expressed in United States dollars,  based on the noon rate as
provided by the Bank of Canada was Canadian $1.00 = United States $0.8613.

FORWARD-LOOKING STATEMENTS

    This Information  Circular,  including  documents  incorporated by reference
herein,  contains   forward-looking   statements.   All  statements  other  than
statements  of  historical  fact  contained  in this  Information  Circular  are
forward-looking statements,  including, without limitation, statements regarding
the future financial position, business strategy, proposed acquisition, budgets,
projected costs and plans and objectives of or involving  Precision,  the Trust,
PDLP,  AmalgamationCo or the General Partner.  Securityholders can identify many
of these statements by looking for words such as "believe",  "expects",  "will",
"intends", "projects", "anticipates",  "estimates", "continues" or similar words
or the negative thereof.  These  forward-looking  statements  include statements
with  respect to:  amounts to be retained  by the Trust and its  affiliates  for
growth  capital   expenditures;   the  amount  and  timing  of  the  payment  of
Distributions  by the  Trust or PDLP;  the  timing  of the  Final  Order and the
Effective Date of the Arrangement;  and the satisfaction of listing  conditions.
There can be no assurance that the plans,  intentions or  expectations  on which
these   forward-looking   statements  are  based  will  occur.   Forward-looking
statements are subject to risks, uncertainties and assumptions,  including those
discussed  elsewhere in this Information  Circular.  Although Precision believes
that the  expectations  represented  in  these  forward-looking  statements  are
reasonable,  there can be no assurance that those  expectations will prove to be
correct.  Some of the risks which could  affect  future  results and could cause
results  to  differ  materially  from  those  expressed  in the  forward-looking
statements  contained herein include: the impact of general economic conditions,
industry conditions,  governmental regulations,  volatility of commodity prices,
currency  fluctuations,  environmental  risks,  competition  from other industry
participants,  the lack of  availability  of qualified  personnel or management,
stock market volatility,  the ability to access sufficient capital from internal
and external sources and the risk that actual results will vary from the results
forecasted and that those variations may be material.

    The information contained in this Information Circular,  including documents
incorporated  by  reference  herein,  identifies  additional  factors that could
affect the operating  results and  performance  of Precision,  the Trust,  PDLP,
AmalgamationCo,  the General Partner or the Specified Subsidiaries.  We urge you
to carefully consider those factors.

    The forward-looking  statements  contained herein are expressly qualified in
their entirety by this  cautionary  statement.  The  forward-looking  statements
included  in  this  Information  Circular  are  made  as of  the  date  of  this
Information  Circular and Precision  undertakes no obligation to publicly update
such forward-looking statements to reflect new information, subsequent events or
otherwise.



                                       10
<PAGE>

SUPPLEMENTAL DISCLOSURE

    Distributable  Cash, cash available for  distribution,  cash-on-cash  yield,
operating  income,  cash flow and funds provided from operations are not defined
by Canadian generally accepted  accounting  principles ("GAAP") and are referred
to as non-GAAP measures.  Management believes that in addition to net income and
net income per Trust Unit,  Distributable Cash is a useful supplemental  measure
as it provides  investors with information on Distributions.  Cash-on-cash yield
is a useful and widely used  supplemental  measure that provides  investors with
information  on cash actually  distributed  relative to the trading price of the
applicable  security.  Securityholders are cautioned that Distributable Cash and
cash-on-cash  yield  should not be  construed  as an  alternate to net income as
determined by GAAP and may not be comparable to similar  measures  disclosed for
other issuers.  SECURITYHOLDERS  ARE ALSO CAUTIONED THAT  CASH-ON-CASH  YIELD ON
TRUST  UNITS  REPRESENTS  A  BLEND  OF  RETURN  OF  A  SECURITYHOLDER'S  INITIAL
INVESTMENT  AND A RETURN ON A  SECURITYHOLDER'S  INITIAL  INVESTMENT  AND IS NOT
COMPARABLE TO TRADITIONAL YIELD ON DEBT INSTRUMENTS WHERE INVESTORS ARE ENTITLED
TO A FULL  RETURN OF THE  PRINCIPAL  AMOUNT OF DEBT ON MATURITY IN ADDITION TO A
RETURN ON INVESTMENT THROUGH INTEREST  PAYMENTS.  Operating income is defined as
net income before interest, income taxes, depreciation,  amortization,  earnings
from  equity  investments  and gains or losses  on the sale of  investments  and
property, plant and equipment. Operating income is a useful supplemental measure
as it provides an indication of the results  generated by an entity's  principal
business activities prior to depreciation,  amortization, financing or taxation.
The Trust's method of calculating operating income may differ from other issuers
and therefore may not be comparable. Cash flow or funds provided from operations
is defined as cash provided by  operations  before  changes in non-cash  working
capital items and may not be comparable to other issuers' definitions.

INFORMATION FOR UNITED STATES SHAREHOLDERS

    The  Trust  Units  that are  received  under the  Arrangement  have not been
registered  under the 1933  Act,  and are being  issued to  Shareholders  in the
United  States in  reliance  on the  exemption  from  registration  set forth in
section  3(a)(10)  thereof.   The  Weatherford   Shares  that  are  received  by
Shareholders  under the  Arrangement  will be registered  under the 1933 Act and
listed  on the NYSE  prior to the  Effective  Date  pursuant  to a  registration
statement filed with the U.S. Securities and Exchange  Commission.  Shareholders
will receive a prospectus  with respect to the  distribution  of the Weatherford
Shares prior to the Effective Date. The  solicitation of proxies for the Meeting
is  not  subject  to  the  requirements  of  section  14(a)  of  the  1934  Act.
Accordingly,  this  Information  Circular has been prepared solely in accordance
with disclosure  requirements  applicable in Canada.  Shareholders in the United
States should be aware that those  requirements  are different from those of the
United States applicable to registration statements under the 1933 Act and proxy
statements  under  the  1934  Act.  Specifically,   information  concerning  the
operations  of Precision  and the Trust  contained  herein has been  prepared in
accordance with Canadian disclosure  standards,  which are not comparable in all
respects  to  United  States  disclosure   standards.   The  audited  historical
consolidated  financial  statements  of Precision  included in this  Information
Circular have been prepared in accordance  with GAAP and are subject to Canadian
auditing and auditor independence standards,  and thus are not comparable in all
respects to  financial  statements  prepared in  accordance  with United  States
generally accepted accounting principles.

    Tax considerations  generally  applicable to United States  Shareholders are
included in this  Information  Circular.  See "CERTAIN  UNITED STATES INCOME TAX
CONSIDERATIONS".  United  States  Shareholders  are advised to consult their tax
advisors  to  determine  the  particular  tax   consequences   to  them  of  the
Arrangement.

    The enforcement by Shareholders  of civil  liabilities  under United States'
securities laws may be affected adversely by the fact that Precision,  the Trust
and the General  Partner are  organized  or settled,  as  applicable,  under the
federal laws of Canada and the provincial laws of Alberta, Canada, respectively,
that  their  officers,  a majority  of their  Trustees  and a majority  of their
directors,  as  applicable,  are  residents of  countries  other than the United
States,  that the experts  named in this  Information  Circular are residents of
countries other than the United States, and that all or substantially all of the
assets of Precision, the Trust and the General Partner and of those officers and
the majority of those  directors  and  Trustees  are located  outside the United
States.

    THE  TRUST  UNITS  AND THE  WEATHERFORD  SHARES  HAVE NOT BEEN  APPROVED  OR
DISAPPROVED  BY THE UNITED  STATES  SECURITIES  AND EXCHANGE  COMMISSION  OR THE
SECURITIES  REGULATORY  AUTHORITY IN ANY STATE OF THE UNITED STATES, NOR HAS THE
UNITED  STATES  SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  SUCH  SECURITIES
REGULATORY  AUTHORITY  PASSED ON THE  ADEQUACY OR  ACCURACY OF THIS  INFORMATION
CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.


                                       11
<PAGE>

                                GLOSSARY OF TERMS

    The  following  is a  glossary  of certain  terms  used in this  Information
Circular, including the Summary hereof:

    "ABCA" means the BUSINESS  CORPORATIONS ACT (Alberta),  R.S.A. 2000, c. B-9,
as amended, including the regulations promulgated thereunder;

    "ACB" means adjusted cost base within the meaning of the Tax Act;

    "ACQUISITIONCO"   means   1195309   Alberta  ULC,  an  unlimited   liability
corporation  incorporated  under the ABCA and a  wholly-owned  subsidiary of the
Trust;

    "ACQUISITIONCO   DEBT"  means  unsecured   subordinated   interest   bearing
indebtedness of  AcquisitionCo in the principal amount equal to the aggregate of
the  principal  amount of PDLP Trust  Notes  received by all  Electing  Eligible
Shareholders pursuant to the Plan;

    "ACQUISITIONCO  TRUST NOTE" means an interest bearing  promissory note to be
issued  by  AcquisitionCo  pursuant  to the  Plan to  each  of the  Non-Electing
Shareholders  in partial  consideration  for their Common Shares  containing the
same terms and conditions as the AcquisitionCo  Debt in a principal amount equal
to the number of Common Shares  transferred to  AcquisitionCo  by a Non-Electing
Shareholder, multiplied by the Residual Value Per Share;

    "ACQUISITIONCO  WEATHERFORD NOTE" means an interest bearing  promissory note
to be issued by  AcquisitionCo  pursuant to the Plan to each of the Non-Electing
Shareholders  in partial  consideration  for their Common Shares  transferred to
AcquisitionCo, each in a principal amount equal to the aggregate of the Pro-rata
Portion of Special Cash Payment and the Pro-rata  Portion of  Weatherford  Share
Value attributable to each such Shareholder;

    "ADMINISTRATION  AGREEMENT"  means the  agreement  to be entered into on the
Effective Date between the Trust and PD Amalco  pursuant to which PD Amalco will
provide certain administrative and support services to the Trust, as it may from
time to time be amended, supplemented or restated;

    "AFFILIATE"  or  "ASSOCIATE"  when used to  indicate a  relationship  with a
person,  has the  same  meaning  as set  forth  in  National  Instrument  45-106
PROSPECTUS AND REGISTRATION EXEMPTIONS;

    "AGGREGATE PERMITTED EXCHANGE AMOUNT" means the amount designated as such as
of the Effective  Date by the Precision  Directors,  which will not exceed 5% of
the  product  obtained  by  multiplying  the  Residual  Value  Per  Share by the
Outstanding Shares;

    "AMALGAMATION"  means  the  amalgamation  of  AcquisitionCo  and  PD  Amalco
following the Effective Date;

    "AMALGAMATIONCO"  means  Precision  Drilling  Corporation,  the  corporation
resulting from the Amalgamation;

    "AMALGAMATIONCO  COMMON  SHARES"  means  common  shares  in the  capital  of
AmalgamationCo;

    "AMALGAMATIONCO   DEBT"  means  the  aggregate   principal   amount  of  the
AcquisitionCo  Debt and of the  AcquisitionCo  Trust Notes which will be owed to
PDLP  by  AmalgamationCo   following  completion  of  the  Arrangement  and  the
Amalgamation;

    "APPLICABLE   LAW"  means  any  applicable   law,   including  any  statute,
regulation, by-law, treaty, guideline,  directive, rule, standard,  requirement,
policy, order, judgment,  decision,  injunction,  award, decree or resolution of
any governmental authority, whether or not having the force of law;

    "ARRANGEMENT"  means  the  proposed  arrangement,  under the  provisions  of
section 193 of the ABCA, on the terms and conditions set forth in the Plan;

    "ARRANGEMENT   AGREEMENT"  means  the  arrangement  agreement  dated  as  of
September 29, 2005,  among Precision,  the Trust, the General Partner,  PDLP and
AcquisitionCo  providing for the  implementation  of the Arrangement,  as it may
from time to time be amended, supplemented or restated;


                                       12
<PAGE>

    "ARRANGEMENT   RESOLUTION"  means  the  special  resolution   approving  the
Arrangement in substantially the form attached as Appendix A to this Information
Circular,  which special  resolution will be voted on by  Securityholders at the
Meeting;

    "ARTICLES OF  ARRANGEMENT"  means the articles of  arrangement in respect of
the Arrangement  required under subsection  193(10) of the ABCA to be filed with
the  Registrar  after  the  Final  Order  has been  made to give  effect  to the
Arrangement;

    "AUTOMATIC  EXCHANGE RIGHT" means the automatic exchange of all Exchangeable
LP  Units  for  Trust  Units  immediately  prior  to  the  effective  time  of a
Liquidation  Event in order to enable the  holders of  Exchangeable  LP Units to
participate  on a  pro-rata  basis  with  the  holders  of  Trust  Units  in the
distribution of the Trust's assets in connection with a Liquidation Event;

    "AUTOMATIC  REDEMPTION"  means a redemption by PDLP of all but not less than
all of a holder's  Exchangeable LP Units, on the fifth Business Day prior to the
Change of Residence  Date, for a price equal to the Automatic  Redemption  Price
per Exchangeable LP Unit redeemed;

    "AUTOMATIC REDEMPTION PRICE" means the amount per Exchangeable LP Unit equal
to the Exchangeable LP Unit Price applicable on the last Business Day prior to a
Change of Residence Date;

    "AVERAGE  CLOSING  COMMON SHARE  TRADING  PRICE" means the weighted  average
trading  price  of the  Common  Shares  on  the  TSX on  the  last  trading  day
immediately prior to the Effective Date;

    "AVERAGE  OPENING  TRUST UNIT  TRADING  PRICE"  means the  weighted  average
trading  price of the Trust Units on the first day of trading of the Trust Units
on the TSX;

    "BUSINESS  DAY" means a day,  other  than a  Saturday,  Sunday or  statutory
holiday, when banks are generally open in Calgary,  Alberta, for the transaction
of banking business;

    "CANADIAN DOLLAR EQUIVALENT" means the Canadian dollar denominated amount of
a United  States  dollar  amount  using the noon  buying  rate of United  States
dollars for  Canadian  dollars  provided by the Bank of Canada on the  Effective
Date;

    "CASH FLOW OF THE  TRUST"  means for,  or in  respect  of, any  Distribution
Period:  (i) all cash amounts which are received by the Trust for, or in respect
of, the Distribution Period including, without limitation,  interest, dividends,
distributions,  proceeds from the disposition of securities,  returns of capital
and repayments of indebtedness;  plus (ii) the proceeds of any issuance of Trust
Units or any other  securities of the Trust, net of the expenses of distribution
and, if  applicable,  the use of proceeds of any such  issuance for the intended
purpose;  less the sum of (iii) all amounts  which relate to the  redemption  of
Trust  Units  and  which  have  become  payable  in  cash  by the  Trust  in the
Distribution  Period and any expenses of the Trust in the  Distribution  Period;
and (iv) any other amounts  (including taxes) required by law or the Declaration
of Trust to be deducted,  withheld or paid by or in respect of the Trust in such
Distribution Period;

    "CASH  REDUCTION  AMOUNT"  means,  if the  Weatherford  Share Value  exceeds
$2,093,010,894,   being  the  product   obtained  upon  multiplying  26  million
Weatherford  Shares by the closing market price of the Weatherford Shares on the
NYSE on August  31,  2005  (being  U.S.  $67.71)  and the United  States  dollar
exchange  rate for  Canadian  dollars on August 31,  2005 (being  $1.1889),  the
amount  determined by multiplying the difference  between the Weatherford  Share
Value and  $2,093,010,894  by the capital gains corporate tax rate of Precision,
provided such amount exceeds $5,000,000;

    "CERTIFICATE"  means  the  certificate  of  arrangement  to be issued by the
Registrar  pursuant  to  subsection  193(11) of the ABCA,  giving  effect to the
Arrangement;

    "CHANGE  OF LAW"  means any  amendment  to the Tax Act and other  applicable
provincial  income tax laws that currently  permits  holders of  Exchangeable LP
Units who hold the  Exchangeable LP Units as capital  property and deal at arm's
length with the Trust (all for the purposes of the Tax Act and other  applicable
provincial  income tax laws), to exchange their  Exchangeable LP Units for Trust
Units on a basis that will not require  such  holders to  recognize  any gain or
loss in respect of such  exchange for the purposes of the Tax Act or  applicable
provincial income tax laws;

    "CHANGE OF RESIDENCE  DATE" means the date on which a holder of Exchangeable
LP Units becomes or is deemed to become a Non-Resident;


                                       13
<PAGE>

    "CLOSING"  means the  completion  of the  transactions  contemplated  by the
Arrangement Agreement;

    "CLOSING  MARKET PRICE"  means:  (i) an amount equal to the closing price of
the  Trust  Units if there  was a trade on the date on which  Trust  Units  were
tendered  for  redemption  and the  exchange  or market on which they are traded
provides a closing price; (ii) an amount equal to the average of the highest and
lowest  prices of the Trust  Units on the date on which  the  Trust  Units  were
tendered for redemption if there was trading and the exchange or other market on
which they are traded provides only the highest and lowest prices of Trust Units
traded on a  particular  day;  or (iii) the average of the last bid and last ask
prices if there was no trading on that date;

    "CLOSING  WEATHERFORD  SHARE PRICE" means the Canadian Dollar  Equivalent of
the Weatherford Share Fair Market Value;

    "CODE" means the United  States  Internal  Revenue Code of 1986, as amended,
and the Treasury regulations promulgated thereunder;

    "COMMON SHARE FAIR MARKET VALUE" means the weighted average trading price of
a Common  Share on the TSX for the five  trading days  preceding  the  Effective
Date, provided that if the Common Shares are not then listed on the TSX or if in
the opinion of the Precision Directors, acting reasonably and in good faith, the
public  distribution  or trading  activity of Common Shares for that period does
not result in a weighted  average  trading  price which  reflects the FMV of the
Common  Shares,  then the Common Share Fair Market Value shall be  determined by
the Precision Directors, in good faith and in their sole discretion;

    "COMMON  SHARES"  means common  shares in the capital of  Precision  and for
purposes of the Plan also means the common shares of PD Amalco,  as  applicable,
following the amalgamation of Precision and the Specified  Subsidiaries pursuant
to the Plan;

    "CONTROL" means: (i) the direct or indirect,  beneficial ownership of or the
exercise of control or direction by a person over, securities of a second person
carrying  votes which,  if exercised,  would entitle the first person to elect a
majority of the directors of the second  person,  unless that first person holds
the  voting  securities  only to  secure  an  obligation;  (ii) in the case of a
partnership,  other than a limited partnership,  a person holds more than 50% of
the interests of the partnership; or (iii) in the case of a limited partnership,
the general  partner of the limited  partnership  is  controlled  by a person as
determined in (i);

    "CONTROL TRANSACTION" means: (i) any merger or similar transaction involving
the Trust as a result of which all of the outstanding Trust Units are to be sold
to or exchanged for securities and/or cash of another entity;  (ii) any offer to
acquire  securities  of the  Trust to which  are  attached  more than 50% of the
voting rights  attached to all  outstanding  securities of the Trust;  (iii) any
sale of all or  substantially  all of the assets and investments of the Trust or
of all or substantially all of the business and undertaking of any of the Trust,
PDLP or AmalgamationCo; or (iv) any publicly announced proposal to do any of the
foregoing;

    "COURT" means the Court of Queen's Bench of Alberta;

    "CRA" means the Canada Revenue Agency;

    "CURRENT  MARKET PRICE" means,  in respect of a Trust Unit on any date,  the
per Trust Unit  average of the closing  sale price of a board lot of Trust Units
on each trading day on which there was a closing  sale price (and,  in the event
that there was no closing  sale price on a given  trading  day, the closing sale
price for that  trading  day shall be deemed  to be the  simple  average  of the
highest bid price and the lowest ask price on that trading day), during a period
of 20  consecutive  trading days ending not more than three  trading days before
that date on the TSX, or, if Trust Units are not then quoted on the TSX, on such
other stock  exchange  or  automated  quotation  system on which Trust Units are
listed or quoted, as the case may be, as may be selected by the Trustees, acting
reasonably,  for that purpose;  provided,  however,  that if Trust Units are not
quoted on any stock  exchange or automated  quotation  system,  then the Current
Market  Price  of a Trust  Unit  shall be  determined  by the  Trustees,  acting
reasonably,  in good faith and in their sole  discretion,  and provided  further
that any such selection or determination by the Trustees shall be conclusive and
binding;

    "DECLARATION  OF TRUST" means the declaration of trust of the Trust dated as
of September 22, 2005, between the settlor of the Trust and the Trustees,  as it
may from time to time be amended, supplemented or restated;

    "DEPOSITORY"  means  Computershare  Investor  Services  Inc.  at its offices
referred to in the Letter of Transmittal and Election Form;

    "DISSENT RIGHTS" means the right of a registered  Securityholder  to dissent
to the Arrangement Resolution and to be paid the fair value of the Securities in
respect of which the Securityholder dissents, pursuant to and in accordance with
section 191 of the ABCA and the Interim Order;


                                       14
<PAGE>

    "DISSENTING   OPTIONHOLDERS"  means  registered  Optionholders  who  validly
exercise the Dissent Rights;

    "DISSENTING  SECURITYHOLDERS" means Dissenting  Optionholders and Dissenting
Shareholders, collectively;

    "DISSENTING SHAREHOLDERS" means registered Shareholders who validly exercise
the Dissent Rights;

    "DISTRIBUTABLE CASH" means all amounts available for distribution in respect
of any  Distribution  Period to holders of Trust Units and Exchangeable LP Units
in accordance with the distribution policy approved by the Trustees from time to
time;

    "DISTRIBUTION"  means a  distribution  paid by the Trust in  respect  of the
Trust Units or an amount loaned by PDLP in respect of the Exchangeable LP Units,
expressed as an amount per Trust Unit or  Exchangeable  LP Unit, as the case may
be;

    "DISTRIBUTION  PAYMENT DATE" in respect of a Distribution Period means on or
about the date that is 15 days immediately following the end of the Distribution
Period or, if that day is not a Business Day, the next  following  Business Day,
or such other date determined from time to time by the Trustees;

    "DISTRIBUTION  PERIOD" means each calendar  month,  or such other periods as
may be hereafter determined from time to time by the Trustees from and including
the first day thereof and to and including the last day thereof;

    "DISTRIBUTION  RECORD DATE" means on or about the last  Business Day of each
Distribution  Period,  or, if that day is not a Business Day, the next following
Business Day, or such other date  determined  from time to time by the Trustees,
except that December 31 shall in all cases be a Distribution Record Date;

    "EFFECTIVE DATE" means the date the Arrangement is effective under the ABCA;

    "EFFECTIVE  TIME"  means 12:01 a.m.  (Calgary  time) on the  Effective  Date
regardless of the time of the Closing on that date;

    "ELECTED   AMOUNT"   means  the  amount   based  on  an  Electing   Eligible
Shareholders'  ACB specified in a Filed Letter of Transmittal  and Election Form
by an Electing Eligible  Shareholder in respect of each Common Share transferred
to PDLP by such Electing Eligible  Shareholder provided that such Elected Amount
shall be deemed to be:  (a) not less than the  greater  of:  (i) the ACB of such
Common Share to the Electing Eligible  Shareholder;  and (ii) the sum of the Per
Share Value of Special Cash Payment and the Per Weatherford Share Value; and (b)
not greater than the Common Share Fair Market Value;

    "ELECTING ELIGIBLE  SHAREHOLDERS" means Eligible Shareholders who elect in a
Filed Letter of Transmittal  and Election Form to receive  Exchangeable LP Units
under the Arrangement;

    "ELECTION  DEADLINE"  means 5:00 p.m.  (Calgary  time) on the second to last
Business Day  immediately  preceding the Meeting or, if the Meeting is adjourned
or postponed, such time on the second to last Business Day immediately preceding
the date of such adjourned or postponed Meeting;

    "ELIGIBLE  INSTITUTION"  means a Canadian Schedule 1 chartered bank, a major
trust company in Canada,  a member of the Securities  Transfer  Agent  Medallion
Program (STAMP),  a member of the Stock Exchanges  Medallion Program (SEMP) or a
member of the New York Stock Exchange,  Inc. Medallion  Signature Program (MSP).
Members of these programs are usually members of a recognized  stock exchange in
Canada or the United States,  members of the Investment  Dealers  Association of
Canada,  members of the National  Association of Securities Dealers or banks and
trust companies in the United States;

    "ELIGIBLE  SHAREHOLDER"  means a Shareholder  that is not a Non-Resident  or
Tax-Exempt  from and as of the Election  Deadline to and including the Effective
Time;

    "EXCHANGE  RIGHT"  means  the  right of the  Voting  and  Exchange  Trustee,
pursuant to the Voting and  Exchange  Trust  Agreement,  to require the Trust to
purchase  from a holder  all or any of the  Exchangeable  LP Units  held by such
holder and the Automatic Exchange Right, on a one-for-one basis for Trust Units,
in accordance with the provisions of the Voting and Exchange Trust Agreement;


                                       15
<PAGE>

    "EXCHANGEABLE  LP UNIT  CONSIDERATION"  applicable  on any date means,  with
respect  to each  Exchangeable  LP  Unit,  for any  acquisition,  redemption  or
distribution of assets of PDLP, as the case may be, or purchase thereof pursuant
to the Exchangeable LP Unit Provisions,  the Support Agreement or the Voting and
Exchange  Trust  Agreement:  (i) one Trust  Unit;  plus (ii) a cheque or cheques
payable at par at any branch of the  payor's  bankers in an amount  equal to all
cash  distributions  declared in respect of which a corresponding  cash loan was
not made on such  Exchangeable  LP Unit; plus (iii) all Trust Units (or fraction
thereof) constituting distributions declared in respect of which a corresponding
Subdivision  of the  Exchangeable  LP Unit was  required  to be made but was not
made;  plus (iv) such other  property  constituting  distributions  declared  in
respect of which a  corresponding  non-cash  loan was not made in respect of the
Exchangeable  LP Unit;  provided  that (a) the part of the  consideration  which
represents (i) and (iii) above shall be fully paid and satisfied by the delivery
of the  applicable  number of Trust  Units,  such Trust Units to be duly issued,
fully  paid  and  non-assessable;  (b)  the  part  of  the  consideration  which
represents  (iv) above  shall be fully made and  satisfied  by  delivery of such
non-cash items; (c) any such consideration  shall be delivered free and clear of
any lien,  claim,  encumbrance,  security interest or adverse claim or interest;
and (d) any  such  consideration  shall  be made  less  any tax  required  to be
deducted and withheld therefrom without interest;

    "EXCHANGEABLE  LP UNIT  LIMIT"  means that number of  Exchangeable  LP Units
equal to the quotient  obtained by dividing  the  Aggregate  Permitted  Exchange
Amount by the Residual Value Per Share (rounded to the nearest whole number);

    "EXCHANGEABLE  LP  UNIT  PRICE"  applicable  on any  date  means,  for  each
Exchangeable  LP Unit,  an amount  equal to the  aggregate  of: (i) the  Current
Market  Price on such date of one Trust Unit;  plus (ii) an amount  equal to all
cash  distributions  declared in respect of which a corresponding  cash loan was
not made in respect of such  Exchangeable LP Unit; plus (iii) the Current Market
Price  on such  date of all  Trust  Units  (or  fraction  thereof)  constituting
distributions  declared in respect of which a  corresponding  Subdivision of the
Exchangeable  LP Units was  required to be made but was not made;  plus (iv) the
full value of such other property constituting distributions declared in respect
of  which  a  corresponding  non-cash  loan  was  not  made  in  respect  of the
Exchangeable LP Unit; and such  Exchangeable LP Unit Price shall be satisfied by
the delivery of the Exchangeable LP Unit Consideration;

    "EXCHANGEABLE LP UNIT PROVISIONS" means the rights, privileges, restrictions
and conditions attaching to the Exchangeable LP Units as set forth in Appendix D
- --  Exchangeable   LP  Unit   Provisions,   substantially   as  described  under
"INFORMATION CONCERNING PDLP -- PARTNERSHIP UNITS -- EXCHANGEABLE LP UNITS";

    "EXCHANGEABLE  LP UNIT  VOTING  EVENT"  means any matter in respect of which
holders of  Exchangeable  LP Units are entitled to vote as  unitholders of PDLP,
other  than an Exempt  Exchangeable  LP Unit  Voting  Event,  and,  for  greater
certainty,  excludes any matter in respect of which holders of  Exchangeable  LP
Units are entitled to vote (or instruct the Voting and Exchange Trustee to vote)
in  their  capacity  as  beneficiaries  under  the  Voting  and  Exchange  Trust
Agreement;

    "EXCHANGEABLE LP UNITS" means the Class B limited partnership units of PDLP,
which are  exchangeable  into Trust Units on a one-for-one  basis after 180 days
from the  Effective  Date (or prior  thereto  with the  consent  of the board of
directors  of the General  Partner)  pursuant to the Voting and  Exchange  Trust
Agreement;

    "EXEMPT  EXCHANGEABLE  LP UNIT VOTING  EVENT" means any matter in respect of
which holders of  Exchangeable  LP Units are entitled to vote as  unitholders of
PDLP, in order to approve or disapprove, as applicable, any change to, or in the
rights  of the  holders  of the  Exchangeable  LP Units  where the  approval  or
disapproval,  as  applicable,  of that change  would be required to maintain the
economic equivalence of the Exchangeable LP Units and the Trust Units;

    "EXEMPT PLANS" means, collectively, trusts governed by registered retirement
savings plans,  registered  retirement  income funds and deferred profit sharing
plans, each as defined in the Tax Act;

    "EXTRAORDINARY  LP  RESOLUTION"  means a written  resolution  in one or more
counterparts  consented  to in writing  by the  General  Partner  and by all the
holders of the PDLP A Units and approved by  resolution  in writing  executed by
all holders of  Exchangeable  LP Units  entitled to vote on that  resolution  or
passed by the affirmative  vote of at least two-thirds of the votes cast on such
resolution  by holders of  Exchangeable  LP Units  (other than the Trust and its
affiliates),  as the case may be, represented in person or by proxy at a meeting
of holders of Exchangeable LP Units duly called for such purpose;

    "FAIRNESS OPINION" means the opinion of FirstEnergy dated October 3, 2005, a
copy of which is attached as Appendix E to this Information Circular;



                                       16
<PAGE>

    "FILED LETTER OF TRANSMITTAL  AND ELECTION FORM" means,  with respect to any
Shareholder,  a duly completed Letter of Transmittal and Election Form deposited
with that  Shareholder's  certificate(s)  representing the Shareholder's  Common
Shares with the Depository on or before the Election Deadline;

    "FINAL ORDER" means the order of the Court  approving the  Arrangement to be
applied  for  following  the  approval of the  Arrangement  at the Meeting to be
granted  pursuant to the  provisions of  subsection  193(9) of the ABCA, as such
order  may  be  affirmed,   amended  or  modified  by  any  court  of  competent
jurisdiction;

    "FIRSTENERGY"  means FirstEnergy Capital Corp., in its capacity as financial
advisor to Precision;

    "FMV" means fair market value;

    "GENERAL  PARTNER"  means 1194312  Alberta Ltd., a corporation  incorporated
pursuant to the ABCA as a direct wholly-owned  subsidiary of the Trust and which
is the general partner of PDLP;

    "GOVERNMENTAL  AUTHORITY"  includes any court (including a court of equity);
any multinational,  federal,  provincial,  state,  regional,  municipal or other
government or governmental  department,  ministry,  commission,  board,  bureau,
agency or instrumentality;  any securities  commission,  stock exchange or other
regulatory or self-regulatory body; any arbitrator or arbitration authority;  or
any other governmental authority;

    "HOLDER" means a registered  holder of Securities  immediately  prior to the
Effective  Date or any  person who  surrenders  to the  Depository  certificates
representing Securities duly endorsed for transfer to that person;

    "INFORMATION  CIRCULAR"  means this  Information  Circular  dated October 3,
2005,  together  with  all  Appendices  hereto,   distributed  by  Precision  in
connection with the Meeting;

    "INSOLVENCY  EVENT"  means,  in  respect  of PDLP,  as  applicable:  (i) the
institution by it of any proceeding to be adjudicated a bankrupt or insolvent or
to be dissolved  or wound up or its consent to the  institution  of  bankruptcy,
insolvency, dissolution or winding-up proceedings against it; or (ii) the filing
of a petition or other  proceeding  to  adjudicate  it a bankrupt  or  insolvent
seeking dissolution or winding-up under any bankruptcy,  insolvency or analogous
laws, and its failure to contest in good faith any such proceedings commenced in
respect of it within 30 days of  becoming  aware  thereof or its  consent to the
appointment of a receiver;  or (iii) its making of a general  assignment for the
benefit of  creditors,  or its  admission in writing of its inability to pay its
debts generally as they become due; or (iv) it not being permitted,  pursuant to
solvency  requirements of applicable laws, to redeem any retracted  Exchangeable
LP Units pursuant to the Exchangeable LP Unit Provisions;

    "INTERIM  ORDER" means the Interim  Order of the Court dated  September  29,
2005  pursuant to  subsection  193(4) of the ABCA  containing  declarations  and
directions  with respect to the  Arrangement and the Meeting and issued pursuant
to the  petition  of  Precision  therefor,  a copy of which order is attached as
Appendix B to this Information Circular;

    "LETTER OF  TRANSMITTAL  AND ELECTION  FORM" means the Letter of Transmittal
and Election Form enclosed with this Information  Circular,  pursuant to which a
Shareholder is required to deliver  certificate(s)  representing  Common Shares,
and make certain elections, if desired;

    "LIQUIDATION  AMOUNT" means the amount per Exchangeable LP Unit equal to the
Exchangeable  LP Unit Price  applicable  on the last  Business  Day prior to the
Liquidation Date;

    "LIQUIDATION  CALL  RIGHT"  means the  overriding  right of the Trust in the
event of and notwithstanding the proposed liquidation, dissolution or winding-up
of PDLP, or any other  distribution of assets of PDLP among its Partners for the
purpose of winding-up its affairs, to purchase from all but not less than all of
the holders (other than the Trust and its  affiliates) of  Exchangeable LP Units
on the Liquidation  Date all but not less than all of the  Exchangeable LP Units
held by those  holders,  upon  payment  by the Trust to each such  holder of the
Liquidation Amount per Exchangeable LP Unit purchased;

    "LIQUIDATION DATE" means the effective date of the liquidation,  dissolution
or winding-up,  of PDLP or any other  distribution  of the assets of PDLP to its
partners for the purpose of winding-up its affairs;

    "LIQUIDATION   EVENT"  means  the  voluntary  or  involuntary   liquidation,
dissolution or winding-up of the Trust, or any other distribution of the Trust's
assets among Trust Unitholders for the purpose of winding-up its affairs;


                                       17
<PAGE>

    "MARKET  PRICE"  means for a  specified  day an amount  equal to the  simple
average of the closing price of the Trust Units for each of the ten trading days
immediately  prior to the  specified  day on which  there was a  closing  price;
provided  that if the  applicable  exchange or market does not provide a closing
price but only  provides the highest and lowest prices of the Trust Units traded
on a  particular  day,  the market  price shall be an amount equal to the simple
average of the  highest  and lowest  prices for that  trading day if there was a
trade; and provided further that if there was trading on the applicable exchange
or market for fewer than five of the ten trading days, the market price shall be
the  simple  average of the  following  prices  established  for each of the ten
trading days:  the average of the bid and ask prices for each day on which there
was no trading;  the weighted  average trading price of the Trust Units for each
day that there was trading if the exchange or market provides a weighted average
trading  price;  and the average of the  highest and lowest  prices of the Trust
Units for each day that  there was  trading,  if the  market  provides  only the
highest and lowest prices of Trust Units traded on a particular day;

    "MEETING"   means  the  special   meeting  of  the   Shareholders   and  the
Optionholders to be held on October 31, 2005 and any adjournment(s)  thereof to,
inter alia,  consider and to vote on the Arrangement  Resolution and the matters
referred to in the Notice of Meeting;

    "NEW EXERCISE PRICE" means, in respect of a particular Option Agreement, the
exercise price of an Option less the amount by which the Average  Closing Common
Share Trading Price exceeds the Average Opening Trust Unit Trading Price;

    "NEW OPTIONS" has the meaning  ascribed  thereto in paragraph  3.1(k) of the
Plan;

    "NYSE" means the New York Stock Exchange;

    "NON-ELECTING  SHAREHOLDER"  means a  Shareholder  (other than a  Dissenting
Shareholder) who elects,  pursuant to a Filed Letter of Transmittal and Election
Form, or is deemed to elect, to exchange all or a portion of their Common Shares
for one Trust Unit and a  pro-rata  share of  Weatherford  Shares and a pro-rata
share of the Special Cash Payment for each Common  Share,  to the extent of such
Common Shares so elected;

    "NON-RESIDENT"  means:  (i) a person (within the meaning of the Tax Act but,
for greater  certainty,  not  including a  partnership)  who is not  resident in
Canada for the  purposes  of the Tax Act;  or (ii) a  partnership  that is not a
"Canadian partnership" as defined in the Tax Act;

    "NON-RESIDENT TRUST UNITHOLDER" means a Trust Unitholder who at all relevant
times is not,  and is not deemed to be,  resident in Canada for the  purposes of
the Tax Act;

    "NOTICE OF MEETING"  means the Notice of Special  Meeting which  accompanies
this Information Circular;

    "NOTICE OF PETITION"  means the Notice of Petition by Precision to the Court
for the Final Order which accompanies this Information Circular;

    "OPTION" means an option, and "OPTIONS" means, collectively, all outstanding
vested  and  unvested  options,   to  purchase  one  Common  Share  pursuant  to
Precision's existing stock option plans;

    "OPTION AGREEMENT" means an agreement to issue Common Shares to an
Optionholder at a particular exercise price;

    "OPTIONHOLDERS" means the holders of Options;

    "ORDINARY  LP  RESOLUTION"  means  a  written  resolution  in  one  or  more
counterparts  consented  to in writing  by the  General  Partner  and by limited
partners holding a simple majority of the number of PDLP A Units  outstanding in
PDLP;

    "ORDINARY  RESOLUTION" means a resolution proposed to be passed at a meeting
of  Unitholders  (including  an  adjourned  meeting)  duly  convened and held in
accordance  with the  Declaration  of Trust  and  passed by more than 50% of the
votes cast on such resolution by Unitholders represented at the meeting;

    "OUTSTANDING SHARES" means the number of Common Shares issued and
outstanding as of the Effective Time;


                                       18
<PAGE>

    "PARTNER"  means a person  who owns one or more  PDLP A Units or one or more
Exchangeable LP Units;

    "PARTNERSHIP  LOAN  INDEBTEDNESS"  has the meaning  ascribed  thereto in the
Voting and Exchange Trust Agreement;

    "PDLP" means Precision Drilling Limited  Partnership,  a limited partnership
created  pursuant to the laws of the  Province of Manitoba  pursuant to the PDLP
Limited Partnership Agreement;

    "PDLP A UNITS" means the Class A limited partnership units of PDLP;

    "PDLP LIMITED PARTNERSHIP AGREEMENT" means the limited partnership agreement
dated as of  September  28, 2005 among the General  Partner,  the Trust and each
person  who from time to time is  accepted  as and  becomes  a  limited  partner
pursuant thereto, as may from time to time be amended, supplemented or restated;

    "PDLP TRUST NOTE" means an interest bearing  promissory note to be issued by
PDLP  pursuant  to the Plan to each  Electing  Eligible  Shareholder  in partial
consideration  for their Common Shares,  each in the principal amount determined
in accordance with the provisions of the Plan;

    "PDLP  WEATHERFORD  NOTE" means an interest  bearing  promissory  note to be
issued by PDLP pursuant to the Plan to each  Electing  Eligible  Shareholder  in
partial  consideration for their Common Shares, each in a principal amount equal
to the  aggregate of the  Pro-rata  Portion of  Weatherford  Share Value and the
Pro-rata  Portion of Special Cash  Payment  attributable  to each such  Electing
Eligible Shareholder;

    "PD AMALCO" means Precision Drilling Corporation,  the corporation resulting
from the  amalgamation of Precision and the Specified  Subsidiaries  pursuant to
the Plan;

    "PER SHARE  VALUE OF SPECIAL  CASH  PAYMENT"  means the amount  equal to the
Special Cash Payment divided by the number of Outstanding Shares;

    "PER  WEATHERFORD  SHARE VALUE"  means the amount  equal to the  Weatherford
Share Value divided by the number of Outstanding Shares;

    "PERSON"  includes  any  individual,  body  corporate,  partnership,  trust,
association, joint venture, other organization or entity (whether or not a legal
entity) or governmental authority;

    "PLAN" means the plan of arrangement attached as Schedule A to Appendix C to
this  Information  Circular,  as  from  time to time  amended,  supplemented  or
restated;

    "PRECISION" means Precision Drilling Corporation,  a corporation governed by
the ABCA;

    "PRECISION DIRECTORS" means the board of directors of Precision;

    "PRO-RATA PORTION OF AGGREGATE RESIDUAL VALUE" means the amount equal to the
number of Common Shares transferred by a Shareholder  multiplied by the Residual
Value Per Share;

    "PRO-RATA  PORTION OF SPECIAL  CASH  PAYMENT"  means the amount equal to the
number  of Common  Shares  transferred  by a  Shareholder  pursuant  to the Plan
multiplied by the Per Share Value of Special Cash Payment;

    "PRO-RATA  PORTION OF WEATHERFORD SHARE VALUE" means the amount equal to the
number  of Common  Shares  transferred  by a  Shareholder  pursuant  to the Plan
multiplied by the Per Weatherford Share Value;

    "RECORD DATE" means the close of business on September 30, 2005;

    "REDEMPTION  DATE"  has the  meaning  ascribed  thereto  under  the  heading
"Information  Concerning  PDLP -- Partnership  Units -- Exchangeable LP Units --
Redemption Right";

    "REDEMPTION  NOTES"  has the  meaning  ascribed  thereto  under the  heading
"Declaration of Trust and Description of Units -- Trust Unit Redemption Right --
In Specie Redemption";


                                       19
<PAGE>

    "REDEMPTION  PRICE" means the amount per  Exchangeable  LP Unit equal to the
Exchangeable  LP Unit Price  applicable  on the last  Business  Day prior to the
Redemption Date;

    "REDEMPTION  RIGHT"  means the right of PDLP to redeem all but not less than
all of the then  outstanding  Exchangeable LP Units for the Redemption Price per
Exchangeable LP Unit redeemed;

    "REGISTRAR" means the Registrar of Corporations  appointed under section 263
of the ABCA;

    "REGULATION S" means Regulation S under the 1933 Act;

    "RESIDENT" means a person who is, or is deemed to be, resident in Canada for
purposes of the Tax Act;

    "RESIDUAL VALUE PER SHARE" means the Common Share Fair Market Value less the
aggregate of the Per Weatherford  Share Value and the Per Share Value of Special
Cash Payment;

    "RESPS"  means trusts  governed by  registered  education  savings  plans as
defined in the Tax Act;

    "RETRACTION  DATE" means the Business Day on which a holder of  Exchangeable
LP Units desires to have PDLP redeem the  Exchangeable LP Units for which it has
requested redemption; provided that such date cannot be less than three Business
Days nor more than five  Business  Days  after the date on which the  Retraction
Request is provided to the General Partner;

    "RETRACTION  PRICE" means the amount per  Exchangeable  LP Unit equal to the
Exchangeable  LP Unit Price  applicable  on the last  Business  Day prior to the
Retraction Date;

    "RETRACTION REQUEST" means a duly executed statement in the form required by
the General  Partner,  specifying the number of  Exchangeable LP Units for which
redemption has been requested and stating the Retraction Date;

    "RETRACTION  RIGHT" means the right of a holder of  Exchangeable LP Units to
require PDLP to redeem any or all of the Exchangeable LP Units registered in the
name of that  holder  for the  Retraction  Price per each  Exchangeable  LP Unit
redeemed;

    "SECURITIES" means the Common Shares and Options;

    "SECURITIES   ACT"  means  the  SECURITIES  ACT  (Alberta)  and  the  rules,
regulations  and policies made  thereunder,  as now in effect and as they may be
amended from time to time;

    "SECURITYHOLDERS" means the Shareholders and Optionholders;

    "SHAREHOLDERS" means the holders of Common Shares;

    "SPECIAL CASH PAYMENT" means $850 million less the Cash Reduction Amount, if
applicable, to be received by Shareholders pursuant to the Plan;

    "SPECIAL  COMMITTEE" means the special committee of the Precision  Directors
consisting of W.C. (Mickey) Dunn, Robert J.S. Gibson, Patrick M. Murray, Fred W.
Pheasey, Robert L. Phillips and H. Garth Wiggins (Chairman);

    "SPECIAL  RESOLUTION" means a resolution  proposed to be passed as a special
resolution at a meeting of Unitholders  (including an adjourned meeting), as the
case may be, duly  convened  for that  purpose and held in  accordance  with the
provisions of the  Declaration of Trust and passed by more than 66 2/3% of votes
cast on such resolution by Unitholders represented at the meeting;

    "SPECIAL  VOTING  UNIT"  means the  special  voting  unit of the Trust to be
issued by the Trust and deposited with the Voting and Exchange  Trustee to which
will be attached  that  number of voting  rights  (each such voting  right to be
equal to the voting  rights  attached  to one Trust Unit) equal to the number of
outstanding  Exchangeable  LP Units held by registered  holders,  other than the
Trust and its affiliates;


                                       20
<PAGE>

    "SPECIFIED  SUBSIDIARIES"  means  certain  direct and indirect  wholly-owned
subsidiaries of Precision as set out in the Articles of Arrangement;

    "SUBDIVISION"  has the meaning  ascribed thereto in the Exchangeable LP Unit
Provisions;

    "SUBSIDIARY"  means a person that is  controlled  directly or  indirectly by
another person and includes a subsidiary of that subsidiary;

    "SUPPORT  AGREEMENT"  means the support  agreement to be entered into on the
Effective Date among the Trust, PDLP, the General Partner and PD Amalco, as from
time to time amended, supplemented or restated;

    "TAX ACT"  means the INCOME  TAX ACT,  R.S.C.  1985,  c. 1. (5th  Supp),  as
amended from time to time,  including  the INCOME TAX  REGULATIONS  from time to
time promulgated thereunder;

    "TAX-EXEMPT"  means a person that is exempt from tax under Part I of the Tax
Act;

    "TRUST"  means  Precision  Drilling  Trust,  an  unincorporated   open-ended
investment  trust  established  under  the  laws  of  Alberta  pursuant  to  the
Declaration   of  Trust,   and,  where  the  context   requires,   includes  its
subsidiaries,  including PDLP and  AmalgamationCo  and where used in conjunction
with operations means an operating affiliate of the Trust;

    "TRUSTEES"  means the trustees of the Trust from time to time and  "TRUSTEE"
means any one of them;

    "TRUST UNIT" means a trust unit,  other than the Special Voting Unit, of the
Trust, each such trust unit representing an equal undivided  beneficial interest
in the Trust;

    "TRUST UNITHOLDERS" means the holders from time to time of Trust Units;

    "TSX" means the Toronto Stock Exchange;

    "UNITED STATES" or "U.S." means the United States, as defined in Rule 902(1)
under Regulation S;

    "UNITHOLDERS" means the holders from time to time of Units;

    "UNITS" means the Trust Units and the Special Voting Units;

    "VOTING AND EXCHANGE  TRUST  AGREEMENT"  means the voting and exchange trust
agreement to be entered into on the  Effective  Date among the Trust,  PDLP,  PD
Amalco  and the  Voting  and  Exchange  Trustee,  as it may from time to time be
amended, supplemented or restated;

    "VOTING AND EXCHANGE TRUSTEE" means  Computershare  Trust Company of Canada,
as initial trustee under the Voting and Exchange Trust Agreement,  or such other
person as becomes the trustee under the Voting and Exchange  Trust  Agreement in
accordance with such agreement;

    "WEATHERFORD" means Weatherford  International Ltd., a company  incorporated
under the laws of Bermuda;

    "WEATHERFORD SHARE  CONSIDERATION" means the Closing Weatherford Share Price
multiplied by the number of  Weatherford  Shares to be received by a Shareholder
pursuant to the Arrangement;

    "WEATHERFORD  SHARE EQUIVALENT" means the number of Weatherford Shares equal
to the quotient obtained when the Pro-rata Portion of Weatherford Share Value in
respect of a Shareholder is divided by the  Weatherford  Share Fair Market Value
and if such  quotient  is not a whole  number the number of  Weatherford  Shares
shall be rounded up or down to the nearest whole number;

    "WEATHERFORD  SHARE FAIR MARKET VALUE" means the closing  trading price of a
Weatherford  Share on the NYSE on the  trading  day  immediately  preceding  the
Effective Date,  provided that if the Weatherford  Shares are not then listed on
the NYSE or if in the opinion of the Precision Directors,  acting reasonably and
in good faith, the public distribution or trading activity of Weatherford Shares
for that period does not result in a closing  trading  price which  reflects the
FMV of the  Weatherford  Shares,  then the  Weatherford  Share Fair Market Value
shall be determined by the Precision Directors,  in good faith and in their sole
discretion;


                                       21
<PAGE>

    "WEATHERFORD  SHARE  VALUE"  means the  Canadian  Dollar  Equivalent  of the
Weatherford Share Fair Market Value multiplied by 26 million;

    "WEATHERFORD  SHARES"  means  the  common  shares  of  Weatherford  owned by
Precision  to be  transferred  pursuant to the Plan to  Shareholders  in partial
consideration for their Common Shares;

    "WEATHERFORD TRANSACTION" means the sale by Precision of its Energy Services
and International Contract Drilling Divisions to Weatherford completed on August
31, 2005;

    "1933 ACT" means the United States  SECURITIES  ACT OF 1933, as from time to
time amended, supplemented or restated; and

    "1934 ACT" means the United States SECURITIES  EXCHANGE ACT OF 1934, as from
time to time amended, supplemented or restated.


CONVENTIONS

    Certain  terms used herein are defined in the  "GLOSSARY OF TERMS".  In this
Information  Circular,  words  importing  the  singular  number also include the
plural  and vice versa and words  importing  any gender  include  both  genders.
Unless  otherwise  indicated,  references  herein  to  "$" or  "DOLLARS"  are to
Canadian  dollars.  All  financial  information  herein  has been  presented  in
Canadian dollars in accordance with generally accepted accounting  principles in
Canada.




                                       22
<PAGE>

                               SUMMARY INFORMATION

    The  following is a summary of certain  information  contained  elsewhere in
this Information Circular,  including the Appendices hereto, and is qualified in
its entirety by reference to the more detailed information contained or referred
to elsewhere in this  Information  Circular or in the Appendices  hereto.  Terms
with initial  capital  letters used in this summary are defined in the "GLOSSARY
OF TERMS".

THE MEETING

    The Meeting will be held at the Metropolitan  Conference  Centre, 333 -- 4th
Avenue  S.W.,  Calgary,  Alberta,  on Monday,  October 31,  2005,  at 10:00 a.m.
(Calgary time) for the purposes set forth in the accompanying Notice of Meeting.
The business of the Meeting will be to consider and vote on the Arrangement. See
"THE ARRANGEMENT".

THE ARRANGEMENT

    On September 29, 2005, the Trust,  PDLP, the General Partner,  Precision and
AcquisitionCo  entered  into  the  Arrangement  Agreement.  The  purpose  of the
transactions  contemplated by the Arrangement Agreement are to convert Precision
and its business from a corporate  structure to an income trust structure and to
facilitate the receipt of the Weatherford Shares and the Special Cash Payment by
Shareholders.  Upon  completion  of the  Arrangement  Shareholders  (other  than
Dissenting  Shareholders)  will receive Trust Units or Exchangeable LP Units or,
in certain circumstances, a combination of Trust Units and Exchangeable LP Units
together with their  pro-rata share of the  Weatherford  Shares and Special Cash
Payment for their  Common  Shares.  Assuming  the  exercise  of all  outstanding
Options as at September 15, 2005 it is expected that  Shareholders  will receive
not less than 0.2 of a Weatherford Share for each of their Common Shares.

ARRANGEMENT STEPS

    On the  Effective  Date,  each of the events set out below  shall  occur and
shall be  deemed  to occur in the  following  order,  unless  otherwise  stated,
without any further act or formality:

        (a) the Common Shares and Options held by Dissenting Securityholders who
    have exercised  Dissent Rights which remain valid  immediately  prior to the
    Effective  Time  shall,  as of the  Effective  Time,  be deemed to have been
    transferred to AcquisitionCo and cancelled and cease to be outstanding,  and
    as of the Effective  Time, such  Dissenting  Securityholders  shall cease to
    have any rights as Securityholders  other than the right to be paid the fair
    value of their Common Shares and Options by AcquisitionCo;

        (b) the stated  capital of each class of  outstanding  shares of each of
    the Specified  Subsidiaries  shall be reduced,  without any  distribution of
    property by the respective corporations, to $1.00;

        (c)  Common  Shares  held  by each  Non-Electing  Shareholder  shall  be
    transferred to, and acquired by,  AcquisitionCo free and clear of all liens,
    claims and  encumbrances  in exchange for the issuance to such  Non-Electing
    Shareholder by AcquisitionCo of:

    (i) an AcquisitionCo Weatherford Note; and

    (ii) an AcquisitionCo Trust Note,

    and the names of the holders of such Common Shares shall be removed from the
    register of holders of Common Shares and AcquisitionCo  shall be recorded as
    the  holder of such  Common  Shares on the  register  of  holders  of Common
    Shares;

        (d)  concurrently  with (c) above,  Precision  and each of the Specified
    Subsidiaries shall amalgamate and continue as one corporation, PD Amalco;

        (e)  the   AcquisitionCo   Trust  Note  received  by  each  Non-Electing
    Shareholder  in (c) above will be  transferred  to the Trust in exchange for
    that number of Trust Units equal to the number of Common Shares  transferred
    by each Non-Electing Shareholder to AcquisitionCo in (c) above;


                                       23
<PAGE>

        (f) the Trust will contribute the AcquisitionCo  Trust Notes received by
    it in (e) above and all of the shares the Trust  holds of  AcquisitionCo  to
    PDLP in  exchange  for that  number of PDLP A Units  equal to the  number of
    Trust Units issued to Non-Electing Shareholders in (e) above;

        (g) Common  Shares held by each  Electing  Eligible  Shareholder  who so
    elects in a Filed Letter of  Transmittal  and Election  Form with respect to
    such Common Shares shall be  transferred  to, and acquired by, PDLP free and
    clear of all liens, claims and encumbrances in exchange for the issue to the
    Electing Eligible Shareholder by PDLP of:

    (i) a PDLP Weatherford Note;

        (ii)  if the  aggregate  Elected  Amount  of the  Common  Shares  of the
    Electing  Eligible  Shareholder  is equal to the  principal  amount  of that
    Shareholder's PDLP Weatherford Note, the Electing Eligible Shareholder shall
    be entitled to that number of  Exchangeable  LP Units equal to the number of
    Common   Shares  held  by  such   Electing   Shareholder   (subject  to  the
    pro-rationing of the Exchangeable LP Units set forth in subparagraph (g)(iv)
    below);

        (iii) if the  aggregate  Elected  Amount  of the  Common  Shares  of the
    Electing  Eligible  Shareholder  is more than the  principal  amount of that
    Shareholder's  PDLP  Weatherford  Note, the Electing  Eligible  Shareholder,
    subject to the  pro-rationing  of Exchangeable LP Units described in (g)(iv)
    below,  shall be entitled to that number of  Exchangeable  LP Units equal to
    the number of Common Shares being  transferred by such Electing  Shareholder
    multiplied  by a fraction,  the numerator of which shall be the Common Share
    Fair  Market  Value less the  Elected  Amount of each of the  Common  Shares
    transferred  to  PDLP  by  the  Electing  Eligible   Shareholder,   and  the
    denominator of which shall be the Residual Value Per Share (with such number
    of Exchangeable LP Units being rounded up to the nearest whole number);

        (iv) if the  aggregate  of the  Exchangeable  LP Units  issuable  to the
    Electing Eligible  Shareholders  pursuant to subparagraphs (g)(ii) and (iii)
    above  is  greater  than the  Exchangeable  LP Unit  Limit,  the  number  of
    Exchangeable LP Units issuable to each of the Electing Eligible Shareholders
    shall be reduced rateably (rounded to the nearest whole number) based on the
    number  of   Exchangeable  LP  Units   otherwise   determined   pursuant  to
    subparagraphs (g)(ii) and (iii) above so that the actual aggregate number of
    Exchangeable LP Units issuable to all the Electing Eligible  Shareholders is
    equal to the Exchangeable LP Unit Limit;

        (v) each Electing  Eligible  Shareholder shall receive a PDLP Trust Note
    in a principal  amount equal to the Residual  Value Per Share  multiplied by
    the difference  between the total number of Common Shares being  transferred
    by the Electing Eligible Shareholder and the number of Exchangeable LP Units
    that such Electing Eligible Shareholder is entitled to receive;

    and the names of the holders of such Common Shares shall be removed from the
    register of holders of Common Shares and added to the register of holders of
    Exchangeable  LP Units  and PDLP  shall be  recorded  as the  holder of such
    Common Shares on the register of holders of Common Shares;

        (h) the PDLP Trust Notes received by each Electing Eligible  Shareholder
    in (g) above will be transferred to the Trust in exchange for that number of
    Trust Units equal to the  principal  amount of such PDLP Trust Notes divided
    by the Residual Value Per Share;

        (i) the Trust will contribute the PDLP Trust Notes received by it in (h)
    above to PDLP in  exchange  for  that  number  of PDLP A Units  equal to the
    number of Trust Units issued to the Electing  Eligible  Shareholders  in (g)
    above;

        (j) PDLP will transfer the Common Shares  acquired by it in (g) above to
    AcquisitionCo in exchange for:

        (i) the assumption by AcquisitionCo of PDLP's  obligation under the PDLP
    Weatherford Notes issued in (g)(i) above;

    (ii) the AcquisitionCo Debt; and

    (iii) common shares of AcquisitionCo;

        (k) each Option in respect of a  particular  Option  Agreement,  whether
    vested or  unvested,  will be  exchanged  for that  number  of newly  vested
    options (the "NEW OPTIONS") determined as follows:

        (i) where the New Exercise Price is a positive  number,  for each Option
    exchanged, the Optionholder will receive one New Option to acquire one Trust
    Unit which may be  exercised  by the  Optionholder  paying the New  Exercise
    Price for each Trust Unit acquired pursuant to the New Option;


                                       24
<PAGE>

        (ii) where the New Exercise Price is nil, for each Option exchanged, the
    Optionholder  will  receive  one New Option to acquire one Trust Unit for no
    consideration which may be exercised by the Optionholder notifying the Trust
    that the  Optionholder  wishes to acquire  Trust  Units  pursuant to the New
    Options;

        (iii) where the New Exercise  Price is a negative  number (the  "EXCESS"
    expressed as a positive number), for each Option exchanged, the Optionholder
    will  receive one New Option to acquire one Trust Unit for no  consideration
    plus  that  fraction  of a New  Option  to  acquire  one  Trust  Unit for no
    consideration  equal to the Excess divided by the Average Opening Trust Unit
    Trading  Price,  provided that if the  aggregate  number of New Options that
    would  be  received  by a  particular  Optionholder  for  all of the  Option
    Agreements  of such  Optionholder  aggregates  to an amount that  includes a
    fraction,  the number of New  Options  will be rounded  down to the  nearest
    whole number, which may be exercised by the Optionholder notifying the Trust
    that the  Optionholder  wishes to acquire  Trust  Units  pursuant to the New
    Options.

    Each New  Option  will  expire at 4:30 p.m.  (Calgary  Time) on the 15th day
    after the Effective Date. If an  Optionholder  elects to acquire Trust Units
    pursuant  to this  subparagraph  (k) the Trust will issue Trust Units to the
    Optionholder;

        (l) AcquisitionCo will acquire from PD Amalco the Weatherford Shares and
    the aggregate amount of the Special Cash Payment for a non-interest  bearing
    demand  promissory  note  in  the  principal  amount  equal  to  26  million
    multiplied by the Canadian Dollar  Equivalent of the Weatherford  Share Fair
    Market Value and the aggregate amount of the Special Cash Payment;

        (m)  AcquisitionCo  will acquire for  cancellation  the PDLP Weatherford
    Notes and the  AcquisitionCo  Weatherford  Notes from the holders thereof in
    exchange  for each  holder's  Pro-rata  Portion of Special  Cash Payment and
    their Weatherford Share Equivalent;

        (n) the  terms of each New  Option,  applicable  separately  to each New
    Option  shall be  amended  to provide  the  holder  thereof  with the right,
    commencing on the day following the day the Trust Units commence  trading on
    the TSX, until 4:30 p.m.  (Calgary time) on the 15th day after the Effective
    Date (the "CASH SURRENDER TIME") to surrender any portion of New Options for
    cash in an amount equal to

    [A -- B] x the  number of New  Options  surrendered  (with  respect  to each
    particular New Option)

    where,

    A = the closing price of the Trust Units on the TSX on the last day on which
    the Trust Units traded prior to the surrender of the New Options for cash;

    B = the New Exercise Price,  provided it is a positive amount, or nil if the
    New Exercise Price is nil or a negative amount, applicable to the particular
    New Option surrendered;

    and all amounts so determined for all of the New Options  surrendered  shall
    be  aggregated  and paid net of tax required to be withheld  pursuant to the
    Tax Act.

    If the  Optionholder  exercises the right to surrender New Options for cash,
    such  Optionholder will also have the right to elect to use all or a portion
    of the  aggregate  cash to be  received  from all of their  surrendered  New
    Options less any amount  required to be withheld  pursuant to the Tax Act or
    other applicable legislation, (the "NET CASH AMOUNT") to acquire that number
    of whole Trust Units  (rounded  down,  if  necessary)  equal to the Net Cash
    Amount  applicable to a particular  Optionholder  divided by A (described in
    the  above  formula).  If an  Optionholder  has not  exercised  the right to
    surrender New Options for cash prior to the Cash  Surrender  Time, the right
    to so  surrender  New Options for cash will  terminate.  If an  Optionholder
    elects to acquire  Trust Units and pays the price  therefor as determined in
    this  subparagraph (n) the Trust will issue Trust Units to the Optionholder;
    and

    (o) the Trust shall issue the Special Voting Unit,

provided that if any of the foregoing steps in (a) through (o) fails to occur or
complete then all of such steps will be deemed not to have occurred.


                                       25
<PAGE>

    On the 16th day following the Effective  Date,  AcquisitionCo  and PD Amalco
will amalgamate and continue as one corporation, AmalgamationCo.

POST-ARRANGEMENT STRUCTURE

    Following the Arrangement steps and the Amalgamation:

        (a)  the  former   Securityholders  will  own  all  of  the  issued  and
    outstanding Trust Units;

        (b)  the  former  Shareholders  will  own  an  aggregate  of 26  million
    Weatherford Shares and receive cash of up to $850 million in aggregate;

        (c)  Electing  Eligible  Shareholders  will  own all of the  issued  and
    outstanding Exchangeable LP Units;

        (d) the Trust will own all of the issued and outstanding PDLP A Units;

        (e) the Trust will own all of the issued and  outstanding  shares of the
    General Partner;

        (f) PDLP will own all of the issued  and  outstanding  common  shares of
    AmalgamationCo,   the   successor   corporation   to   Precision   and   the
    AmalgamationCo Debt; and

        (g) PDLP  will  hold,  indirectly,  all of the  assets  currently  held,
    directly or indirectly, by Precision.

    The following  diagram sets out the simplified  organizational  structure of
the Trust and its subsidiary entities participating in the Arrangement following
the Effective Time and the Amalgamation:

                        (ORGANIZATIONAL STRUCTURE CHART)
__________
NOTE:

(1) Exchangeable LP Units will be exchangeable  for Trust Units at the option of
    the  holder on a  one-for-one  basis,  will be  entitled  to vote with Trust
    Unitholders  pursuant to the Special Voting Unit and will be entitled to the
    same distributions of cash per unit as a Trust Unit.

EXCHANGEABLE LP UNIT ELECTION

    Eligible  Shareholders  will be required to make an election if they wish to
receive Exchangeable LP Units as a portion of the consideration for their Common
Shares,  on  completion  of  the  Arrangement.  For  certain  Electing  Eligible
Shareholders,  receiving  Exchangeable  LP Units may, based on their  particular
circumstances,  provide  for  certain  tax  efficiencies.  HOWEVER,  ELECTING TO
RECEIVE   EXCHANGEABLE  LP  UNITS  MAY  NOT  BE  APPROPRIATE  FOR  ALL  ELIGIBLE
SHAREHOLDERS.  NO OPINION HAS BEEN  REQUESTED OR OBTAINED BY PRECISION,  PDLP OR
THE TRUST AS TO THE TAX  CONSEQUENCES  TO A PARTICULAR  ELIGIBLE  SHAREHOLDER OF
ACQUIRING OR HOLDING  EXCHANGEABLE  LP UNITS AND NONE OF PRECISION,  PDLP OR THE
TRUST IS PROVIDING ANY REPRESENTATION AS TO THE TAX CONSEQUENCES OF ACQUIRING OR
HOLDING  EXCHANGEABLE  LP  UNITS.  ELIGIBLE  SHAREHOLDERS  WHO  ARE  CONSIDERING
RECEIVING  EXCHANGEABLE LP UNITS SHOULD CONSULT THEIR OWN LEGAL AND TAX ADVISORS
WITH RESPECT TO THE LEGAL AND TAX  CONSEQUENCES  ASSOCIATED  WITH  ELECTING THIS
ALTERNATIVE AND THE HOLDING OF EXCHANGEABLE LP UNITS.  SEE "RISK FACTORS -- PDLP
- -- RISKS ASSOCIATED WITH EXCHANGEABLE LP UNITS".

    The  Exchangeable LP Units are intended to be, to the extent  possible,  the
economic equivalent of the Trust Units and will be exchangeable for Trust Units.
HOWEVER, THE EXCHANGEABLE LP UNITS WILL NOT BE LISTED ON THE TSX OR ON ANY OTHER
STOCK EXCHANGE OR QUOTATION SYSTEM. IN ADDITION,  EXCHANGEABLE LP UNITS WILL NOT
BE EXCHANGEABLE  FOR A PERIOD OF 180 DAYS FROM THE EFFECTIVE  DATE,  EXCEPT WITH
THE CONSENT OF THE BOARD OF DIRECTORS OF THE GENERAL PARTNER.

    If the Electing  Eligible  Shareholders  elect to take more  Exchangeable LP
Units than the  Exchangeable LP Unit Limit,  the number of Exchangeable LP Units
to be issued to Electing Eligible  Shareholders shall be reduced rateably on the
basis more  particularly  set forth in paragraph  (g) of the Plan and,  Electing
Eligible  Shareholders will receive Trust Units in lieu of Exchangeable LP Units
to the extent that  Exchangeable  LP Units are requested but not provided due to


                                       26
<PAGE>

that pro-rationing.  The Plan provides that the aggregate number of Exchangeable
LP Units and Trust Units received by an Electing  Eligible  Shareholder  will be
equal to the  number of Common  Shares  disposed  of by such  Electing  Eligible
Shareholder.  Each  Exchangeable  LP Unit  entitles  the  holder  to one vote at
meetings  of  Unitholders  and  will  be   exchangeable   for  one  Trust  Unit.
Non-Eligible Shareholders will only be eligible to receive Trust Units and their
pro-rata  share of the  Weatherford  Shares  and the  Special  Cash  Payment  in
exchange for their Common Shares.

    SHAREHOLDERS WHO ARE NOT DISSENTING  SHAREHOLDERS AND WHO DO NOT (I) VALIDLY
DEPOSIT WITH THE DEPOSITORY, AT ONE OF THE ADDRESSES NOTED IN THE RELEVANT FORM,
A DULY  COMPLETED  LETTER OF  TRANSMITTAL  AND ELECTION FORM ON OR PRIOR TO 5:00
P.M.  (CALGARY  TIME) ON OCTOBER 27, 2005 OR BEFORE THE SECOND TO LAST  BUSINESS
DAY IMMEDIATELY  PRECEDING ANY ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE MEETING,
OR (II) FULLY  COMPLY WITH THE  REQUIREMENTS  OF THE LETTER OF  TRANSMITTAL  AND
ELECTION FORM AND THE INSTRUCTIONS THEREIN IN RESPECT OF THE ELECTION TO RECEIVE
EXCHANGEABLE LP UNITS, WILL BE DEEMED TO BE NON-ELECTING SHAREHOLDERS. A COPY OF
THE LETTER OF  TRANSMITTAL  AND ELECTION FORM IS ENCLOSED WITH THIS  INFORMATION
CIRCULAR. See "THE ARRANGEMENT -- EXCHANGEABLE LP UNIT ELECTION".

PROCEDURE FOR EXCHANGE OF SECURITIES

    On or before the Election  Deadline,  Shareholders  must complete and return
the  enclosed  Letter  of  Transmittal  and  Election  Form,  together  with the
certificate(s)  representing their Common Shares to the Depository at one of the
offices  specified  in the Letter of  Transmittal  and Election  Form.  WHERE NO
ELECTION IS MADE, WHERE THE ELECTION IS NOT PROPERLY MADE OR WHERE THE LETTER OF
TRANSMITTAL  AND ELECTION  FORM OR THE  CERTIFICATE(S)  REPRESENTING  THE COMMON
SHARES ARE RECEIVED AFTER THE ELECTION DEADLINE, THE DEPOSITING SHAREHOLDER WILL
BE DEEMED TO HAVE ELECTED TO RECEIVE TRUST UNITS AND THEIR PRO-RATA SHARE OF THE
WEATHERFORD  SHARES AND SPECIAL CASH  PAYMENT FOR ALL OF THEIR COMMON  SHARES ON
COMPLETION OF THE ARRANGEMENT.

    Shareholders  whose Common  Shares are  registered  in the name of a broker,
dealer,  bank,  trust  company or other  nominee must contact  their  nominee to
deposit their Common Shares.

    The use of the mail to transmit certificates  representing Common Shares and
the Letter of Transmittal and Election Form, is at each holder's risk. Precision
recommends  that such  certificates  and  documents  be delivered by hand to the
Depository and a receipt therefor be obtained or that registered mail be used.

    All signatures on: (i) the Letter of Transmittal and Election Form; and (ii)
certificates  representing  Common  Shares,  must be  guaranteed  by an Eligible
Institution  unless  otherwise  provided.  In order to  receive  Trust  Units or
Exchangeable  LP Units after the Effective  Date,  Shareholders  must submit the
certificate(s) for their Common Shares to the Depository.

    Any certificate  formerly  representing  Common Shares that is not deposited
with all other  documents as required by the Letter of Transmittal  and Election
Form on or before the sixth  anniversary  of the  Effective  Date shall cease to
represent  a right or claim of any kind or nature and the right of the holder of
the certificate formerly representing such Common Shares, to receive Trust Units
or  Exchangeable  LP Units and any  distributions  with respect thereto shall be
deemed  to  be  surrendered  to  the  Trust,  together  with  all  dividends  or
distributions thereon held for such holder.

DISTRIBUTION POLICY OF THE TRUST

    The Trust will adopt a policy of making regular  monthly cash  distributions
on each  Distribution  Payment  Date  to  Trust  Unitholders  of  record  on the
preceding  Distribution  Record Date, with the first such payment expected to be
made on the Distribution Payment Date in the month following the Effective Date.
If all conditions are met to complete the Arrangement at the time of the Meeting
it is expected that the Effective  Date will be on or about November 7, 2005. It
is expected that the initial monthly  Distributions will be approximately  $0.24
per Trust  Unit.  In  addition,  the  Declaration  of Trust  provides  that,  if
necessary, on December 31 of each year, the Trust will make an additional amount
payable  such that the Trust will not be liable for  ordinary  income  taxes for
such year. See "CERTAIN  CANADIAN FEDERAL INCOME TAX  CONSIDERATIONS -- TAXATION
OF THE TRUST".  The Trustees  will review the Trust's  distribution  policy from
time to time.  The  actual  amount  distributed  will be  dependent  on  various
economic  factors and is at the  discretion  of the  Trustees.  The  anticipated
distribution  policy targets the use of approximately  70% of available cash for
distribution  to  Trust  Unitholders.  See  "DISTRIBUTION  POLICY  -- PRO  FORMA
DISTRIBUTABLE  Cash".  Based upon current  economic  factors and the size of the
Trust's capital budget,  it is expected that the remaining  approximately 30% of
cash available for distribution will fund the Trust's annual capital expenditure
program.


                                       27
<PAGE>

    As the cash flow available for distribution to Trust Unitholders and holders
of  Exchangeable  LP  Units  is  a  function  of  numerous  factors,   including
AmalgamationCo's financial performance, debt covenants and obligations,  working
capital requirements,  future capital requirements and the number of Trust Units
and Exchangeable LP Units outstanding, Distributions may be reduced or suspended
entirely  depending on the operations of  AmalgamationCo  and the performance of
its assets.  The market value of the Trust Units may deteriorate if the Trust is
unable  to  meet  its  cash  distribution   targets  in  the  future,  and  that
deterioration may be material. See "RISK Factors".

    It is  currently  intended  that the Trust will make cash  distributions  to
Trust  Unitholders from  distributions on the PDLP A Units. See "THE ARRANGEMENT
- -- EFFECT OF THE ARRANGEMENT".

DISTRIBUTIONS BY PDLP

    Holders of Exchangeable LP Units will be entitled to receive, and PDLP will,
subject  to  applicable  law,  on each  date on which  the  Trustees  declare  a
distribution on the Trust Units,  make a loan in respect of each Exchangeable LP
Unit:

        (a) in the case of a cash  distribution  declared on the Trust Units, in
    an  amount  in  cash  for  each  Exchangeable  LP  Unit  equal  to the  cash
    distribution declared on each Trust Unit; or

        (b) in the  case  of a  distribution  declared  on the  Trust  Units  in
    securities  or  property  other than cash or Trust  Units,  by a loan in the
    amount equal to the value of such type and amount of  securities or property
    as is the same as, or  economically  equivalent  to,  the type and amount of
    property declared as a distribution on each Trust Unit.

    Any amount  loaned in respect of  Exchangeable  LP Units  pursuant  to these
distribution entitlements will not constitute a distribution of profits or other
compensation  by way of  income in  respect  of such  Exchangeable  LP Units but
rather will constitute a non-interest  bearing loan of the amount thereof, or in
the  case of  property,  a loan  in the  amount  equal  to the  FMV  thereof  as
determined in good faith by the board of directors of the General  Partner as of
the date of such loan, to the holder of the  Exchangeable LP Units receiving the
same, which loan will be repayable by such holder to PDLP on the earlier of: (a)
January 1 of the calendar year next following the loan; (b) the 5th Business Day
preceding any Insolvency  Event; (c) the Business Day prior to the redemption of
the  Exchangeable  LP Units in respect of which the loans were made (pursuant to
the Retraction  Right or any redemption by PDLP);  (d) the Business Day prior to
the  purchase  of the  Exchangeable  LP Units in respect of which the loans were
made pursuant to the Liquidation  Call Right;  and (e) the Business Day prior to
any other transfer of the Exchangeable LP Units in respect of which the loan was
made.  On the  date  on  which  the  loan  is  repayable  as  determined  in the
immediately preceding sentence, PDLP will make a distribution in respect of each
Exchangeable  LP Unit  equal to the  amount of the loan  outstanding  in respect
thereof. PDLP will set off and apply the amount of any such distribution against
the  obligations  of  any  holder  of  Exchangeable  LP  Units  under  any  loan
outstanding  in respect  thereof and each holder of  Exchangeable  LP Units will
have  the  right  to set off and  apply  any  amount  owed  by  such  holder  of
Exchangeable LP Units under any loan  outstanding in respect thereof against the
amount  of  any  such   distribution.   See  "INFORMATION   CONCERNING  PDLP  --
EXCHANGEABLE LP UNITS -- DISTRIBUTION RIGHTS".

BACKGROUND TO AND REASONS FOR THE ARRANGEMENT

    Over the past two years, the Precision  Directors and senior management have
studied  various  alternatives  to its  existing  business  plan  with a view to
maximizing  shareholder value. In early 2005, the Precision  Directors requested
that  management  of  Precision  undertake  a detailed  examination  of possible
strategic  alternatives  available  to  Precision.  To assist  with the  review,
management  retained  the  services  of Borden  Ladner  Gervais  LLP as Canadian
corporate  and  securities  law advisors  and Felesky  Flynn LLP as Canadian tax
advisors.  At its meeting on February 9, 2005, the Precision  Directors formally
began the process of looking at strategic  alternatives  for  Precision  and its
divisions.

    Following a review by the Precision  Directors of the credentials of several
financial  advisory firms, on March 10, 2005,  Precision  engaged UBS Investment
Bank as the  exclusive  financial  advisor  and capital  markets  advisor to the
Precision  Directors in connection with Precision's  review of certain strategic
and financial  alternatives.  The Precision Directors also retained  independent
legal advisors in connection with this strategic review process.

    The Precision  Directors met with UBS Investment Bank and its legal advisors
on April 7,  2005 to  discuss  alternatives  available  for the  enhancement  of
Shareholder value. The Precision Directors  considered a broad range of options,
including the  continuation of Precision's  then current business plan, the sale
of all or some of Precision's divisions, the acquisition of other businesses and
the reorganization of all or some of Precision's  divisions into an income trust
structure.


                                       28
<PAGE>

    On May 2, 2005, UBS Investment Bank submitted a final  comprehensive  report
to the  Precision  Directors.  Shortly  after the receipt of the UBS  Investment
Bank's  final  report,  on May 2,  2005,  Precision  and  Weatherford  commenced
negotiations  regarding the sale of Precision's Energy Services Division and its
International Contract Drilling Division.

    On June 6, 2005,  Precision  entered  into an  agreement  to sell its Energy
Services  and  International  Contract  Drilling  Divisions to  Weatherford  for
consideration  of  $1.13  billion  of  cash  and 26  million  common  shares  of
Weatherford.  The  Weatherford  transaction was the first result of an extensive
process  undertaken  by the  Precision  Directors  to  explore  avenues of value
creation for  Shareholders.  After careful  consideration  of various  strategic
alternatives,   the  Precision   Directors   determined   that  the  Weatherford
opportunity  was the best for  Shareholders  and the  employees  of the affected
divisions.  On June 15, 2005,  Precision  announced  that it was  undertaking an
examination  of available  strategic  alternatives  with respect to its Canadian
contract  drilling,   service  rig,  snubbing,   rentals  and  related  services
businesses,  including an evaluation of the viability of converting  Precision's
remaining Canadian business into an income trust. On August 31, 2005,  Precision
announced  the closing of the  Weatherford  Transaction  and the pending sale of
CEDA International Corporation for $273 million.

    Having considered  several  alternatives to maximize  shareholder value, and
having regard to the completion of the  Weatherford  Transaction and the sale of
CEDA International  Corporation,  senior management of Precision  concluded that
the  reorganization of the remaining  business of Precision into an income trust
may  be  the  best  alternative  available  to  Precision.  On  June  23,  2005,
FirstEnergy  was engaged as  financial  advisor to  Precision  in respect of the
evaluation of a potential  reorganization of Precision's business into an income
trust.

    Management,  with the  assistance of  Precision's  legal,  tax and financial
advisors,  then  undertook  an  extensive  review of the  merits  of a  proposed
reorganization of Precision, including a review of:

        (a) the  current  environment  for,  and trading  levels of,  comparable
    income funds;

        (b) Precision's business prospects;

        (c) the suitability of Precision's assets for an income trust;

        (d) Precision's  requirements  for equity capital to fund future growth;
    and

        (e) the potential  impact of various  policy options open to the federal
    government  with  respect to income  trust and other  flow-through  entitles
    generally.

    After extensive  review and discussion,  management,  with the assistance of
Precision's  legal,  tax  and  financial  advisors,  developed  a plan  for  the
potential reorganization of Precision's business into an income trust.

    Management  presented  its analysis to the  Precision  Directors on July 27,
2005. The presentation included management's  recommendation that Precision take
the  necessary   steps  to  convert  its  business  into  an  income  trust  and
concurrently  distribute  the  Weatherford  Shares and Special  Cash  Payment to
Shareholders  pursuant  to a plan of  arrangement  that  would be  submitted  to
Shareholders for approval.

SPECIAL COMMITTEE COMPOSITION AND MANDATE

    On July 27, 2005, the Precision  Directors  established a Special  Committee
made up of all the  independent  directors of  Precision,  namely W.C.  (Mickey)
Dunn, Robert J.S. Gibson, Patrick M. Murray, Fred W. Pheasey, Robert L. Phillips
and H. Garth Wiggins.

    The Precision Directors determined that the mandate of the Special Committee
would be, among other things, to:

        (a) review the  proposed  reorganization  transaction  pursuant to which
    Precision  would  become a  subsidiary  of an  open-ended  investment  trust
    through a plan of arrangement;

        (b)  determine  whether such a  reorganization  transaction  is fair and
    reasonable to the  Shareholders  and in the best interests of Precision as a
    whole;

        (c) make such  recommendations  to the Shareholders  with respect to the
    proposed  reorganization  transaction  as the  Special  Committee  considers
    appropriate or advisable;


                                       29
<PAGE>

        (d) if appropriate,  to advise management of Precision and the Precision
    Directors   with  respect  to  any   revisions  to  the   structure  of  the
    reorganization transaction that the Special Committee considers necessary or
    advisable  in  response  to  matters  or issues of  concern  to the  Special
    Committee;

        (e) review and comment upon all information circulars or other documents
    mailed or delivered to Shareholders  in connection  with the  reorganization
    transaction and, in particular,  to approve those portions of such circulars
    and other  documents  which pertain to the Special  Committee,  the fairness
    opinion and any other  opinions  provided to the Special  Committee  and the
    recommendations of the Special Committee to the Precision  Directors and the
    Shareholders; and

        (f)  ensure  that  the   Shareholders   are  provided  with   sufficient
    information with respect to the reorganization  transaction and the business
    and affairs of Precision  so as to enable them to make an informed  decision
    with  respect  to  the  reorganization  transaction  at any  meeting  of the
    Shareholders called to consider the reorganization transaction.

DELIBERATIONS OF THE SPECIAL COMMITTEE

    The  Special  Committee  held its first  meeting on August 3, 2005.  At that
meeting  the  Special  Committee  selected  H. Garth  Wiggins  as its  chairman,
discussed retaining  appropriate legal and financial advisors and considered its
mandate.  Following the meeting,  the Special Committee retained Osler, Hoskin &
Harcourt LLP as its special legal counsel.  The Special Committee also clarified
with  FirstEnergy  that it would report and receive  direction  from the Special
Committee  in  its  capacity  as  financial  advisor  to  Precision.  A  general
discussion   was  also  held  on  the   relative   merits  of  an  income  trust
reorganization as compared to other alternatives to enhance shareholder value.

    The Special  Committee  held its second  meeting on August 19, 2005. At that
meeting  the  Special  Committee's   financial   advisors,   legal  counsel  and
Precision's  management  outlined and described the proposed  reorganization  of
Precision's business into an income trust structure.

    The Special  Committee  held its third  meeting on August 29, 2005, at which
time, among other things,  it considered and discussed the proposed income trust
structure,  the proposed distribution policy of the Trust and certain governance
matters.

    Throughout its term, the Special Committee's legal counsel attended meetings
of the working group of Precision's  managers and their advisors and reported to
the Special  Committee.  The Special Committee also raised and discussed through
its Chairman and legal counsel  numerous  matters with  Precision's  management,
outside counsel and tax,  accounting and financial  advisors with respect to the
proposed income trust reorganization transaction.

CONCLUSIONS AND RECOMMENDATIONS OF THE SPECIAL COMMITTEE

    On September 6, 2005, after an extensive review of, among other things,  the
alternatives  available to Precision to enhance  shareholder  value, the trading
levels  for  units of  income  trusts  that have  converted  to an income  trust
structure from a corporate structure,  the suitability of Precision's  financial
position and ongoing  cash-flows  available for  distribution to Unitholders and
Precision's  business prospects after completion of the Weatherford  Transaction
and the sale of CEDA International Corporation,  the Special Committee concluded
that  Shareholder  value could be enhanced by converting  Precision to an income
trust  structure  pursuant  to  the  proposed  reorganization   transaction  and
unanimously  recommended to the Precision  Directors that Precision proceed with
the  proposed  reorganization  transaction  and  that  the  Precision  Directors
recommend  to  Securityholders  that they  vote in favour of the  reorganization
transaction.

    The  Special  Committee  based its  recommendation  on a number of  factors,
including  an  opinion  from  FirstEnergy  that  the  consideration   under  the
Arrangement is fair from a financial point of view to the  Securityholders.  The
Special  Committee  also  considered  the  mechanics,  structure  and  timing of
implementation  of the  Arrangement,  including  the  availability  of rights to
Securityholders  to dissent to the Arrangement,  and the associated  transfer of
the Weatherford Shares and the Special Cash Payment to Shareholders  pursuant to
the Arrangement. Other factors that were considered included:

    o    Precision's  business has  historically  delivered  high levels of free
         cash-flow;

    o   Precision  has a strong  market  position and Precision has addressed to
        the  satisfaction of the Special  Committee the structure and management
        of  Precision   and  the  Trust   following   the   completion   of  the
        reorganization of Precision's business into an income trust;


                                       30
<PAGE>

    o   the income trust structure resulting from the reorganization will enable
        Precision  to  reduce  cash  taxes  at  the  corporate  level,   thereby
        increasing the amount of cash available for distribution to Unitholders;

    o   the  conversion  to an income  trust  structure is expected to result in
        more  favourable  trading  levels  of the  units of the  proposed  trust
        compared to the existing Common Shares;

    o   cash  distributions to Unitholders are expected to provide an attractive
        return  while  allowing  Precision  to continue to maintain its existing
        assets after  completion of the Weatherford  Transaction and the sale of
        CEDA International Corporation;

    o   it is anticipated that the combined value of the Weatherford  Shares and
        the Special  Cash  Payment plus the market value of the Trust Units will
        be greater than the market value of the Common Shares.

    A wide variety of information  and numerous  factors were  considered by the
Special  Committee in connection  with its analysis of whether to reorganize the
business of Precision  into an income trust in the manner  provided in the Plan.
In reaching  its  conclusions  and in  formulating  its  recommendations  to the
Precision  Directors,  the  Special  Committee  placed  greater  emphasis on the
fairness opinion of FirstEnergy than any other factor.

FAIRNESS OPINION

    The Precision Directors retained FirstEnergy to address the fairness, from a
financial  point of view, of the Arrangement to  Securityholders.  In connection
with this mandate,  FirstEnergy has prepared and delivered the Fairness Opinion.
The Fairness  Opinion states that, in  FirstEnergy's  opinion,  as of October 3,
2005,  the  consideration  to be  received  by  Securityholders  pursuant to the
Arrangement is fair,  from a financial  point of view, to  Securityholders.  The
Fairness Opinion is subject to the assumptions and limitations contained therein
and should be read in its entirety.  See "THE  ARRANGEMENT -- FAIRNESS  OPINION"
and Appendix E, "FAIRNESS OPINION OF FirstEnergy."

RECOMMENDATION OF THE PRECISION DIRECTORS

    The Precision  Directors have concluded that the  Arrangement is in the best
interests of Precision and its  Securityholders  and unanimously  recommend that
Securityholders vote in favour of the Arrangement Resolution.

    At a meeting on  September 6, 2005,  the  Precision  Directors  accepted the
recommendations of the Special  Committee.  At a subsequent meeting on September
22, 2005, the Precision Directors approved the proposed Arrangement,  authorized
Precision to enter into the Arrangement Agreement, authorized the application to
the Court for the Interim Order and authorized the submission of the Arrangement
Resolution to the  Securityholders  for  consideration at the Meeting and to the
Court for approval.

    At  that  meeting,   the  Precision  Directors   considered,   and  received
professional  advice with  respect to, the recent  announcements  by the federal
government  concerning  income trusts and other  flow-through  entities and with
respect to  Precision's  application  for an advance tax ruling.  The  Precision
Directors have concluded  that Precision  should  continue to take the necessary
steps to implement  the  conversion  of  Precision to an income trust  structure
pursuant to the Plan.

    See "THE  ARRANGEMENT --  RECOMMENDATION  OF THE PRECISION  DIRECTORS" for a
discussion of the factors  considered  by the  Precision  Directors in coming to
their  conclusions  regarding  the  report of the  Special  Committee  and "RISK
FACTORS".

APPROVALS

    Implementation  of the  Arrangement  requires  the  satisfaction  of several
conditions and approval by  Securityholders  and the Court. See "The Arrangement
Conditions to the Arrangement Becoming Effective".

SECURITYHOLDER APPROVAL

    Pursuant to the Interim Order, the majority required to pass the Arrangement
Resolution  shall be not less than  two-thirds of the votes cast by Shareholders
and  Optionholders,  voting  together as a single class,  either in person or by
proxy,  at the Meeting.  See "GENERAL PROXY MATTERS --  SOLICITATION OF PROXIES"
and "GENERAL PROXY MATTERS -- PROCEDURE AND VOTES REQUIRED".


                                       31
<PAGE>

COURT APPROVALS

    An application  for the Final Order approving the Arrangement is expected to
be made on Monday,  October  31, 2005 at 1:30 p.m.  (Calgary  time) at the Court
House, 611 -- 4th Street S.W., Calgary,  Alberta. On the application,  the Court
will consider the fairness of the Arrangement.

CONFIRMATION OF SUPPORT

    The Precision  Directors and senior  officers of Precision,  who  controlled
approximately  2.6% of the  outstanding  Common  Shares as at September 15, 2005
(assuming the exercise of Options held by them), have indicated that they intend
to vote in favour of the proposed Arrangement Resolution at the Meeting.

DISSENT RIGHTS

    Under the  Interim  Order,  a  registered  Securityholder  is  entitled,  in
addition  to any  other  rights  he may  have,  to  dissent  and to be  paid  by
AcquisitionCo  the fair value of the Securities  held by him in respect of which
he  dissents,  determined  as of the close of business on the last  Business Day
before the Meeting. A Securityholder may dissent only with respect to all of the
Securities  held by him or on behalf of any one beneficial  owner and registered
in the Dissenting  Securityholder's name. A DISSENTING  SECURITYHOLDER MUST SEND
TO PRECISION A WRITTEN  OBJECTION TO THE ARRANGEMENT  RESOLUTION,  WHICH WRITTEN
OBJECTION MUST BE RECEIVED BY PRECISION C/O BORDEN LADNER GERVAIS LLP, 1000, 400
- -- 3RD AVENUE S.W., CALGARY,  ALBERTA, T2P 4H2, ATTENTION:  DAVID T. MADSEN, NOT
LATER THAN 5:00 P.M. (CALGARY TIME) ON THE BUSINESS DAY PRIOR TO THE MEETING. NO
SECURITYHOLDER  WHO HAS VOTED IN FAVOUR OF THE ARRANGEMENT  SHALL BE ENTITLED TO
DISSENT WITH RESPECT TO THE ARRANGEMENT.

THE TRUST

    The Trust is an unincorporated  open-ended  investment trust governed by the
laws of Alberta  pursuant to the Declaration of Trust. The Trust was established
principally  for  the  purposes  of  investing  directly  or  indirectly  in the
securities  of PDLP,  the General  Partner,  AmalgamationCo  or any associate or
affiliate  thereof in any  business  which  involves  the  provision of contract
drilling,  service rigs,  snubbing,  rentals and related services to oil and gas
exploration and production companies.

    The Trust Unitholders will be the sole beneficiaries of the Trust. The Trust
will be the sole shareholder of the General Partner.

    The Trust will initially permit Trust Unitholders to participate in the cash
flow  from  AmalgamationCo's   businesses  to  the  extent  such  cash  flow  is
distributed  by the Trust and in the future will  permit  Trust  Unitholders  to
participate in the cash flow indirectly derived from AmalgamationCo's businesses
and the business of any other operating  entity  thereafter  owned,  directly or
indirectly,  by the Trust.  Each Trust Unit will  entitle the holder  thereof to
receive monthly cash distributions. See "DECLARATION OF TRUST AND DESCRIPTION OF
UNITS -- MEETINGS OF UNITHOLDERS".

    Robert J.S. Gibson,  Patrick M. Murray and H. Garth Wiggins, who are current
directors of Precision  will be the initial  Trustees of the Trust.  Pursuant to
the Administration Agreement,  certain administrative matters for the Trust will
be  delegated  to  AmalgamationCo.  See  "INFORMATION  CONCERNING  THE  TRUST --
ADMINISTRATION AGREEMENT".

PDLP

    PDLP is a  limited  partnership  formed  under the laws of the  Province  of
Manitoba.  Following completion of the Arrangement, all of the PDLP A Units will
be held by the Trust and all of the  Exchangeable LP Units will be held by those
Eligible  Shareholders  electing pursuant to the Arrangement to receive, and who
do receive,  Exchangeable  LP Units as partial  consideration  for their  Common
Shares.

    The  activities  of PDLP will consist of acquiring,  investing in,  holding,
transferring,   disposing  of  and   otherwise   dealing  with   securities   of
AmalgamationCo,  or any associate or affiliate  thereof,  or issued by any other
corporation,  partnership  (other  than a general  partnership),  trust or other
person  involved,  directly or  indirectly,  in any business  which involves the
provision of contract  drilling,  service  rigs,  snubbing,  rentals and related
services to oil and gas  exploration  and production  companies,  and such other
businesses as the board of directors of the General Partner may determine,  from
time to time, and activities  ancillary and incidental thereto. See "INFORMATION
CONCERNING PDLP".


                                       32
<PAGE>

THE GENERAL PARTNER

    The General Partner is a corporation  incorporated pursuant to the ABCA as a
direct wholly-owned subsidiary of the Trust. The General Partner is the managing
partner of PDLP.

AMALGAMATIONCO

    AmalgamationCo will be the continuing entity resulting from the amalgamation
of AcquisitionCo and PD Amalco following the Effective Date. AmalgamationCo will
become an indirect  subsidiary of the Trust through  PDLP.  AmalgamationCo  will
continue the existing business of Precision.

    Pursuant  to  the  Administration  Agreement,  AmalgamationCo  will  provide
certain  administration  and  support  services to the Trust.  See  "INFORMATION
CONCERNING THE TRUST -- ADMINISTRATION AGREEMENT".

    AmalgamationCo  will make  distributions to PDLP in the form of dividends or
returns of paid up capital on its common  shares and  interest  payments  on the
AmalgamationCo Debt.

STOCK EXCHANGE LISTING APPROVAL

    It is a condition to the completion of the Arrangement  that the TSX and the
NYSE shall have  approved  the listing of the Trust  Units,  subject only to the
filing of required  documents which cannot be filed prior to the Effective Date.
See "THE ARRANGEMENT -- STOCK EXCHANGE LISTING APPROVAL".

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

    This  Information  Circular  contains a summary of certain  Canadian federal
income  tax  consequences  generally  applicable  to  Shareholders  (other  than
Electing  Eligible  Shareholders)  under the Arrangement  and Trust  Unitholders
holding Trust Units.  The following  comments are qualified in their entirety by
that summary in the Information  Circular.  See "CERTAIN CANADIAN FEDERAL INCOME
TAX  CONSIDERATIONS".  This  Information  Circular  does not  contain an opinion
regarding the Canadian federal income tax  considerations  that will apply to an
Optionholder or an Eligible  Shareholder  who elects to receive  Exchangeable LP
Units under the Arrangement and Eligible Shareholders  contemplating making such
an election should first consult their own tax advisors.  Securityholders should
consult  their  own  tax  advisors  regarding   provincial  or  territorial  tax
considerations  of the  Arrangement  or of holding  Trust  Units or  Weatherford
Shares.

    The combined  Canadian  federal income tax  consequences of the transactions
comprising the  Arrangement  generally will result in a Shareholder  realizing a
capital gain (or a capital  loss) equal to the amount by which the aggregate FMV
of the Trust  Units,  Weatherford  Shares and Special  Cash  Payment  ultimately
received  on  completion  of the  Arrangement  exceeds  (or is  less  than)  the
aggregate ACB of such  Shareholder's  Common Shares and any reasonable  costs of
disposition.

    A Trust  Unitholder who is a Resident  generally will be required to include
in income for a  particular  taxation  year the portion of the net income of the
Trust for a taxation year, including net realized taxable capital gains, that is
paid or is payable to the Trust Unitholder in the Trust Unitholder's  particular
taxation year whether such portion is received in cash,  additional  Trust Units
or otherwise.

    A holder  who is not a  Resident  generally  will not be  subject  to tax in
respect of any capital gain realized on a disposition of a Common Share or Trust
Unit (whether on sale, redemption,  by virtue of capital distributions in excess
of a Trust  Unitholder's  ACB or  otherwise)  unless such  property  constitutes
"taxable  Canadian  property"  for  purposes of the Tax Act of the holder and no
relief is  available  to the  holder  under  the  provisions  of an  income  tax
convention  between  Canada and the  holder's  jurisdiction  of  residence.  All
amounts  that the Trust pays or  credits,  or is deemed to pay or  credit,  to a
Non-Resident  Trust Unitholder,  which otherwise would be included in the income
of such  Non-Resident  Trust  Unitholder  (determined in accordance with the Tax
Act) will be subject to Canadian  withholding  tax at a rate of 25% of the gross
amount  thereof,  unless  such rate is reduced  under an  applicable  income tax
convention.

    The Trust Units will be  qualified  investments  for Exempt  Plans and RESPs
provided that the Trust is a mutual fund trust under the Tax Act


                                       33
<PAGE>

NON-CANADIAN INCOME TAX CONSIDERATIONS

    This  Information  Circular  does not contain a summary of the  non-Canadian
income tax  consequences  of the Arrangement on  Optionholders,  Shareholders or
Trust  Unitholders  who are subject to income tax outside of Canada,  other than
United States  federal  income tax  considerations.  Such holders should consult
their tax advisors  with  respect to the tax  implications  of the  Arrangement,
including any associated filing requirements, in such jurisdictions.

CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS

    This Information  Circular contains a summary of the principal United States
federal  income tax  consequences  under the Code  generally  applicable to U.S.
Holders (as defined in the section  "CERTAIN  UNITED STATES  FEDERAL  INCOME TAX
CONSIDERATIONS")  of Common Shares that exchange Common Shares for AcquisitionCo
Weatherford  Notes and  AcquisitionCo  Trust Notes and  exchange  such notes for
Trust Units,  Weatherford  Shares and the Special  Cash Payment  pursuant to the
Arrangement. See "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS".

SELECTED PRO FORMA FINANCIAL INFORMATION FOR THE TRUST

    The following is a summary of selected pro forma  financial  information for
the assets owned,  directly or indirectly,  on a consolidated basis by the Trust
following  the  completion  of the  Weatherford  Transaction,  the  sale of CEDA
International  Corporation and the Arrangement,  for the periods indicated.  The
following should be read in conjunction with the pro forma financial  statements
of the Trust and the notes  thereto  attached as  Appendix G to the  Information
Circular. See "SELECTED PRO FORMA FINANCIAL INFORMATION FOR THE TRUST".

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED         YEAR ENDED
                                                                        JUNE 30, 2005       DECEMBER 31, 2004
                                                                      ----------------      -----------------
                                                                         (UNAUDITED)          (UNAUDITED)
                                                                           (000'S)                (000'S)
<S>                                                                     <C>                  <C>
     Total Revenues..........................................           $   541,302          $  1,028,488
     Direct operating, selling and administrative expenses...           $   336,439          $    641,337
     Operating income........................................           $   205,381          $    395,251
     Net earnings............................................           $   110,418          $    216,190

<CAPTION>
                                                            AS AT
                                                        JUNE 30, 2005
                                                        -------------
                                                         (UNAUDITED)
                                                           (000'S)
<S>                                                     <C>
                                     Total assets..     $   1,446,336
                                     Total debt....     $      72,000
</TABLE>

PRO FORMA DISTRIBUTABLE CASH

    The following is a summary of selected pro forma  financial  information for
the Trust.  It  reflects  funds  generated  from the assets  owned,  directly or
indirectly,  by  AmalgamationCo  following  the  completion  of the  Weatherford
Transaction, the sale of CEDA International Corporation and the Arrangement, for
the  periods  indicated.  See  "DISTRIBUTION  POLICY -- PRO FORMA  DISTRIBUTABLE
CASH".

    Management of the Trust and Precision  have provided the following  analysis
to assist  Shareholders  in analyzing the income of the Trust and the amounts of
Distributable  Cash that would have been available to the Trust for distribution
to Trust  Unitholders and holders of Exchangeable LP Units had the Trust been in
existence for the year ended  December  2004.  This analysis was prepared on the
assumption  that the Arrangement had been  completed,  that  AmalgamationCo  had
retained all of Precision's business, other than CEDA International  Corporation
and the assets sold to Weatherford and that the other transactions  contemplated
by the  Arrangement  had all been  completed  at the  beginning  of such period.
Although firm  commitments do not exist for all of the  administrative  expenses
and,  accordingly,  the  financial  effect  of the  inclusion  of all  necessary
administrative expenses is not at present determinable,  management of Precision
has,  based  on  its  review  of  the  amounts  of  these  expenses  in  similar
circumstances,  estimated that these expenses would not deviate  materially from
the amounts shown below.


                                       34
<PAGE>

    THE PRO  FORMA  INFORMATION  IS NOT A  FORECAST  OR A  PROJECTION  OF FUTURE
RESULTS.  THE ACTUAL RESULTS OF OPERATIONS OF THE TRUST FOR ANY PERIOD FOLLOWING
THE  EFFECTIVE  DATE  WILL  VARY FROM THE  AMOUNTS  SET  FORTH IN THE  FOLLOWING
ANALYSIS, AND THESE VARIATIONS MAY BE MATERIAL.

<TABLE>
<CAPTION>
                                                                                    PRO FORMA YEAR ENDED
                                                                                      DECEMBER 31, 2004
                                                                               -------------------------------
                                                                               (000'S EXCEPT PER UNIT AMOUNTS)
<S>                                                                                      <C>
         Funds provided from operations(1)................................               $   384,107
         Deduct:
           Provision for capital expenditures(2)..........................               $   112,770
         Cash available for distribution(3)...............................               $   271,337
         Number of Trust Units and Exchangeable LP Units..................                   125,696
         Distributable Cash per Trust Unit and Exchangeable LP Unit
           for the period.................................................               $      2.16
         Distributable Cash per Trust Unit and Exchangeable LP Unit
           per month......................................................               $      0.18
</TABLE>

__________

NOTES:

(1) Funds  provided  from  operations  has been  defined as cash  provided  from
    operations  before  changes  in  non-cash  working  capital  items  and debt
    repayment premiums.

(2) Capital expenditures  represent  Precision's actual capital expenditures for
    2004.

(3) Cash  available for  distribution  is not  recognized by Canadian  generally
    accepted  accounting  principles  and is not  necessarily  comparable to the
    measurement  of  distributable  cash  available  for  distribution  in other
    similar  trust  entities.  Management  believes  that  in  addition  to  net
    earnings,  cash available for distribution is a useful supplemental  measure
    as it provides an indication of cash distributions to be made by the Trust.



                                       35
<PAGE>

                                 THE ARRANGEMENT

BACKGROUND TO AND REASONS FOR THE ARRANGEMENT

    Over the past two years, the Precision  Directors and senior management have
studied  various  alternatives  to its  existing  business  plan  with a view to
maximizing  shareholder value. In early 2005, the Precision  Directors requested
that  management  of  Precision  undertake  a detailed  examination  of possible
strategic  alternatives  available  to  Precision.  To assist  with the  review,
management  retained  the  services  of Borden  Ladner  Gervais  LLP as Canadian
corporate  and  securities  law advisors  and Felesky  Flynn LLP as Canadian tax
advisors.  At its meeting on February 9, 2005, the Precision  Directors formally
began the process of looking at strategic  alternatives  for  Precision  and its
divisions.

    Following a review by the Precision  Directors of the credentials of several
financial  advisory firms, on March 10, 2005,  Precision  engaged UBS Investment
Bank as the  exclusive  financial  advisor  and capital  markets  advisor to the
Precision  Directors in connection with Precision's  review of certain strategic
and financial  alternatives.  The Precision Directors also retained  independent
legal advisors in connection with this strategic review process.

    The Precision  Directors met with UBS Investment Bank and its legal advisors
on April 7,  2005 to  discuss  alternatives  available  for the  enhancement  of
Shareholder value. The Precision Directors  considered a broad range of options,
including the  continuation of Precision's  then current business plan, the sale
of all or some of Precision's divisions, the acquisition of other businesses and
the reorganization of all or some of Precision's  divisions into an income trust
structure.

    On May 2, 2005, UBS Investment Bank submitted a final  comprehensive  report
to the  Precision  Directors.  Shortly  after the receipt of the UBS  Investment
Bank's  final  report,  on May 2,  2005,  Precision  and  Weatherford  commenced
negotiations  regarding the sale of Precision's Energy Services Division and its
International Contract Drilling Division.

    On June 6, 2005,  Precision  entered  into an  agreement  to sell its Energy
Services  and  International  Contract  Drilling  Divisions to  Weatherford  for
consideration  of  $1.13  billion  of  cash  and 26  million  common  shares  of
Weatherford.  The  Weatherford  transaction was the first result of an extensive
process  undertaken  by the  Precision  Directors  to  explore  avenues of value
creation for  Shareholders.  After careful  consideration  of various  strategic
alternatives,   the  Precision   Directors   determined   that  the  Weatherford
opportunity  was the best for  Shareholders  and the  employees  of the affected
divisions.  On June 15, 2005,  Precision  announced  that it was  undertaking an
examination  of available  strategic  alternatives  with respect to its Canadian
contract  drilling,   service  rig,  snubbing,   rentals  and  related  services
businesses,  including an evaluation of the viability of converting  Precision's
remaining Canadian business into an income trust. On August 31, 2005,  Precision
announced  the closing of the  Weatherford  Transaction  and the pending sale of
CEDA International Corporation for $273 million.

    Having considered  several  alternatives to maximize  shareholder value, and
having regard to the completion of the  Weatherford  Transaction and the sale of
CEDA International  Corporation,  senior management of Precision  concluded that
the  reorganization of the remaining  business of Precision into an income trust
may  be  the  best  alternative  available  to  Precision.  On  June  23,  2005,
FirstEnergy  was engaged as  financial  advisor to  Precision  in respect of the
evaluation of a potential  reorganization of Precision's business into an income
trust.

    Management,  with the  assistance of  Precision's  legal,  tax and financial
advisors,  then  undertook  an  extensive  review of the  merits  of a  proposed
reorganization of Precision, including a review of:

        (a) the  current  environment  for,  and trading  levels of,  comparable
    income funds;

        (b) Precision's business prospects;

        (c) the suitability of Precision's assets for an income trust;

        (d) Precision's  requirements  for equity capital to fund future growth;
    and

        (e) the potential  impact of various  policy options open to the federal
    government  with respect to income  trusts and other  flow-through  entities
    generally.


                                       36
<PAGE>

    After extensive  review and discussion,  management,  with the assistance of
Precision's  legal,  tax  and  financial  advisors,  developed  a plan  for  the
potential reorganization of Precision's business into an income trust.

    Management  presented  its analysis to the  Precision  Directors on July 27,
2005. The presentation included management's  recommendation that Precision take
the  steps   necessary  to  convert  its  business  into  an  income  trust  and
concurrently  distribute  the  Weatherford  Shares and Special  Cash  Payment to
Shareholders  pursuant  to a plan of  arrangement  that  would be  submitted  to
Shareholders for approval.

SPECIAL COMMITTEE COMPOSITION AND MANDATE

    On July 27, 2005, the Precision  Directors  established a Special  Committee
made up of all the  independent  directors of  Precision,  namely W.C.  (Mickey)
Dunn, Robert J.S. Gibson, Patrick M. Murray, Fred W. Pheasey, Robert L. Phillips
and H. Garth Wiggins.

    The Precision Directors determined that the mandate of the Special Committee
would be, among other things, to:

        (a) review the  proposed  reorganization  transaction  pursuant to which
    Precision  would  become a  subsidiary  of an  open-ended  investment  trust
    through a plan of arrangement;

        (b)  determine  whether such a  reorganization  transaction  is fair and
    reasonable to the  Shareholders  and in the best interests of Precision as a
    whole;

        (c) make such  recommendations  to the Shareholders  with respect to the
    proposed  reorganization  transaction  as the  Special  Committee  considers
    appropriate or advisable;

        (d) if appropriate,  to advise management of Precision and the Precision
    Directors   with  respect  to  any   revisions  to  the   structure  of  the
    reorganization transaction that the Special Committee considers necessary or
    advisable  in  response  to  matters  or issues of  concern  to the  Special
    Committee;

        (e) review and comment upon all information circulars or other documents
    mailed or delivered to Shareholders  in connection  with the  reorganization
    transaction and, in particular,  to approve those portions of such circulars
    and other  documents  which pertain to the Special  Committee,  the fairness
    opinion and any other  opinions  provided to the Special  Committee  and the
    recommendations of the Special Committee to the Precision  Directors and the
    Shareholders; and

        (f)  ensure  that  the   Shareholders   are  provided  with   sufficient
    information with respect to the reorganization  transaction and the business
    and affairs of Precision  so as to enable them to make an informed  decision
    with  respect  to  the  reorganization  transaction  at any  meeting  of the
    Shareholders called to consider the reorganization transaction.

DELIBERATIONS OF THE SPECIAL COMMITTEE

    The  Special  Committee  held its first  meeting on August 3, 2005.  At that
meeting  the  Special  Committee  selected  H. Garth  Wiggins  as its  chairman,
discussed retaining  appropriate legal and financial advisors and considered its
mandate.  Following the meeting,  the Special Committee retained Osler, Hoskin &
Harcourt LLP as its special legal counsel.  The Special Committee also clarified
with  FirstEnergy  that it would report and receive  direction  from the Special
Committee  in  its  capacity  as  financial  advisor  to  Precision.  A  general
discussion   was  also  held  on  the   relative   merits  of  an  income  trust
reorganization as compared to other alternatives to enhance shareholder value.

    The Special  Committee  held its second  meeting on August 19, 2005. At that
meeting  the  Special  Committee's   financial   advisors,   legal  counsel  and
Precision's  management  outlined and described the proposed  reorganization  of
Precision's business into an income trust structure.

    The Special  Committee  held its third  meeting on August 29, 2005, at which
time, among other things,  it considered and discussed the proposed income trust
structure,  the proposed distribution policy of the Trust and certain governance
matters.

    Throughout its term, the Special Committee's legal counsel attended meetings
of the working group of Precision's  managers and their advisors and reported to
the Special  Committee.  The Special Committee also raised and discussed through
its Chairman and legal counsel  numerous  matters with  Precision's  management,
outside counsel and tax,  accounting and financial  advisors with respect to the
proposed income trust reorganization transaction.


                                       37
<PAGE>

CONCLUSIONS AND RECOMMENDATIONS OF THE SPECIAL COMMITTEE

    On September 6, 2005, after an extensive review of, among other things,  the
alternatives  available to Precision to enhance  shareholder  value, the trading
levels  for  units of  income  trusts  that have  converted  to an income  trust
structure from a corporate structure,  the suitability of Precision's  financial
position and ongoing  cash-flows  available for  distribution to Unitholders and
Precision's  business prospects after completion of the Weatherford  Transaction
and the sale of CEDA International Corporation,  the Special Committee concluded
that  Shareholder  value could be enhanced by converting  Precision to an income
trust  structure  pursuant  to  the  proposed  reorganization   transaction  and
unanimously  recommended to the Precision  Directors that Precision proceed with
the  proposed  reorganization  transaction  and  that  the  Precision  Directors
recommend  to  Securityholders  that they  vote in favour of the  reorganization
transaction.

    The  Special  Committee  based its  recommendation  on a number of  factors,
including  an  opinion  from  FirstEnergy  that  the  consideration   under  the
Arrangement is fair from a financial point of view to the  Securityholders.  The
Special  Committee  also  considered  the  mechanics,  structure  and  timing of
implementation  of the  Arrangement,  including  the  availability  of rights to
Securityholders  to dissent to the Arrangement,  and the associated  transfer of
the Weatherford Shares and the Special Cash Payment to Shareholders  pursuant to
the Arrangement. Other factors that were considered included:

    o   Precision's  business  has  historically  delivered  high levels of free
        cash-flow;

    o   Precision  has a strong  market  position and Precision has addressed to
        the  satisfaction of the Special  Committee the structure and management
        of  Precision   and  the  Trust   following   the   completion   of  the
        reorganization of Precision's business into an income trust;

    o   the income trust structure resulting from the reorganization will enable
        Precision  to  reduce  cash  taxes  at  the  corporate  level,   thereby
        increasing the amount of cash available for distribution to Unitholders;

    o   the  conversion  to an income  trust  structure is expected to result in
        more  favourable  trading  levels  of the  units of the  proposed  trust
        compared to the existing Common Shares;

    o   cash  distributions to Unitholders are expected to provide an attractive
        return  while  allowing  Precision  to continue to maintain its existing
        assets after  completion of the Weatherford  Transaction and the sale of
        CEDA International Corporation;

    o   it is anticipated that the combined value of the Weatherford  Shares and
        the Special  Cash  Payment plus the market value of the Trust Units will
        be greater than the market value of the Common Shares.

    A wide variety of information  and numerous  factors were  considered by the
Special  Committee in connection  with its analysis of whether to reorganize the
business of Precision  into an income trust in the manner  provided in the Plan.
In reaching  its  conclusions  and in  formulating  its  recommendations  to the
Precision  Directors,  the  Special  Committee  placed  greater  emphasis on the
fairness opinion of FirstEnergy than any other factor.




                                       38
<PAGE>

EFFECT OF THE ARRANGEMENT

    On September 15, 2005 there were 123,771,036 Common Shares  outstanding.  In
addition, 4,293,200 Common Shares were issuable pursuant to outstanding Options.

    The purpose of the  transactions  contemplated by the Arrangement  Agreement
are to convert  Precision  and its  business  from a corporate  structure  to an
income trust structure and to facilitate the transfer of the Weatherford  Shares
and the Special Cash Payment to Shareholders. Upon completion of the Arrangement
Shareholders  (other than Dissenting  Shareholders)  will receive Trust Units or
Exchangeable LP Units or, in certain circumstances, a combination of Trust Units
and  Exchangeable LP Units together with their pro-rata share of the Weatherford
Shares and Special Cash Payment for their Common Shares.

    The  Exchangeable LP Units are intended to be, to the extent  possible,  the
economic and voting equivalent of Trust Units and will be exchangeable for Trust
Units on a one-for-one  basis.  The maximum number of Exchangeable LP Units that
may be issued will be that number which in the  aggregate has a FMV equal to the
Aggregate  Permitted Exchange Amount. If Eligible  Shareholders elect to receive
such number of Exchangeable LP Units as would result in greater than the maximum
number of Exchangeable LP Units being issued,  the Exchangeable LP Units will be
prorated  in the manner  provided  in the Plan and  Eligible  Shareholders  will
receive Trust Units in lieu of  Exchangeable LP Units for any amounts elected by
them in  excess  of their  pro-rata  share.  Each  Exchangeable  LP Unit will be
entitled to the same monthly cash  distributions  as a Trust Unit.  Shareholders
who are not Eligible  Shareholders  will only be eligible to receive Trust Units
in exchange for their Common Shares. Any non-Eligible  Shareholder who elects to
receive  Exchangeable  LP Units will be deemed to have  elected to receive  only
Trust Units on completion of the  Arrangement.  For details  regarding the Trust
Units,  see  "DECLARATION  OF TRUST  AND  DESCRIPTION  OF  UNITS".  For  details
regarding  the  Exchangeable  LP  Units,  see  "INFORMATION  CONCERNING  PDLP --
PARTNERSHIP UNITS -- EXCHANGEABLE LP UNITS".

    All unexercised  vested and unvested Options will be converted into an equal
number of newly  vested  options (the "NEW  OPTIONS")  which will expire at 4:30
p.m.  (Calgary  time)  on the  15th  day  after  the  Effective  Date  and  give
Optionholders  the right to purchase a Trust Unit at the New Exercise  Price. In
addition, the Arrangement provides that each New Option will be amended to allow
the  Optionholder to surrender all or a portion of their New Options for cash in
an amount equal to the  difference  between the closing price of the Trust Units
on the TSX on the day  prior to the day the  Optionholder  elects  to  surrender
their New Options for cash and the New Exercise Price,  multiplied by the number
of New Options being surrendered (the "CASH-OUT RIGHT"). In addition, and at the
same time as electing the Cash-Out Right, the Optionholder may also elect to use
all or a portion of the net cash amount to be received  (after  withholding  tax
has been deducted) to acquire Trust Units for a price equal to the closing price
of the  Trust  Units  on the TSX on the day  prior  to the day the  Optionholder
elects to use the net cash amount  received to acquire  Trust Units.  All rights
granted  under the New Options  will  terminate  on the 15th day  following  the
Effective Date.

    Although  senior  management  of Precision  will change  effective as of the
Effective Date, the existing operations management team will remain and continue
as the operations  management of  AmalgamationCo.  See "TRUSTEES,  DIRECTORS AND
MANAGEMENT".

    On the 16th day following the Effective Date, PD Amalco will amalgamate with
AcquisitionCo  to form  AmalgamationCo,  after which all of the common shares of
AmalgamationCo  will be owned  directly by PDLP, and indirectly by the Trust and
holders of Exchangeable LP Units.  AmalgamationCo will continue the business and
operations currently comprising Precision's Canadian contract drilling,  service
rig, snubbing, rentals and related services businesses.

    The following  diagram sets out the simplified  organizational  structure of
the  Trust,   AmalgamationCo  and  the  other  entities   participating  in  the
Arrangement following the Effective Time and the Amalgamation:

                        (ORGANIZATIONAL STRUCTURE CHART)
__________
NOTE:

(1) Exchangeable LP Units will be exchangeable  for Trust Units at the option of
    the  holder on a  one-for-one  basis,  will be  entitled  to vote with Trust
    Unitholders  pursuant to the Special Voting Unit and will be entitled to the
    same distributions of cash per unit as made on a Trust Unit.

    For further information  regarding the Trust,  AmalgamationCo,  PDLP and the
General   Partner,   please  refer  to   "INFORMATION   CONCERNING  THE  TRUST",
"INFORMATION  CONCERNING  AMALGAMATIONCO",  "INFORMATION  CONCERNING  PDLP"  and
"INFORMATION CONCERNING THE GENERAL PARTNER".


                                       39
<PAGE>

DETAILS OF THE ARRANGEMENT

    The  proposed  Arrangement  will  result in PDLP  indirectly  owning  all of
Precision's existing business and making regular monthly  Distributions to Trust
Unitholders.

ARRANGEMENT STEPS

    On the  Effective  Date,  each of the events set out below  shall  occur and
shall be  deemed  to occur in the  following  order,  unless  otherwise  stated,
without any further act or formality:

        (a) the Common Shares and Options held by Dissenting Securityholders who
    have exercised  Dissent Rights which remain valid  immediately  prior to the
    Effective  Time  shall,  as of the  Effective  Time,  be deemed to have been
    transferred to AcquisitionCo and cancelled and cease to be outstanding,  and
    as of the Effective  Time, such  Dissenting  Securityholders  shall cease to
    have any rights as Securityholders  other than the right to be paid the fair
    value of their Common Shares and Options by AcquisitionCo;

        (b) the stated  capital of each class of  outstanding  shares of each of
    the Specified  Subsidiaries  shall be reduced,  without any  distribution of
    property by the respective corporations, to $1.00;

        (c)  Common  Shares  held  by each  Non-Electing  Shareholder  shall  be
    transferred to, and acquired by,  AcquisitionCo free and clear of all liens,
    claims and  encumbrances  in exchange for the issuance to such  Non-Electing
    Shareholder by AcquisitionCo of:

        (i) an AcquisitionCo Weatherford Note; and

        (ii) an AcquisitionCo Trust Note,

    and the names of the holders of such Common Shares shall be removed from the
    register of holders of Common Shares and AcquisitionCo  shall be recorded as
    the  holder of such  Common  Shares on the  register  of  holders  of Common
    Shares;

        (d)  concurrently  with (c) above,  Precision  and each of the Specified
    Subsidiaries  shall amalgamate and continue as one  corporation,  PD Amalco,
    upon the following terms and conditions:

        (i) the name of PD Amalco shall be "Precision Drilling Corporation";

        (ii)  the  registered  office  of PD  Amalco  shall  be  located  at the
    registered office of Precision at the Effective Date;

        (iii) there shall be no restrictions on the business PD Amalco may carry
    on or on the powers it may exercise;

        (iv) PD  Amalco  shall be  authorized  to issue an  unlimited  number of
    common shares;

        (v) the minimum  number of  directors  of PD Amalco shall be one and the
    maximum  number of directors  shall be 11, the number of directors from time
    to time being determined by resolution of the directors of PD Amalco;

        (vi) on the Effective  Date,  the number of directors of PD Amalco shall
    be seven. The first directors of PD Amalco,  who shall hold office until the
    first  annual  meeting  of  the  shareholders  of PD  Amalco  or  until  his
    successors are duly  appointed,  shall be the persons whose name and address
    appears below:

<TABLE>
<CAPTION>
                         NAME                           ADDRESS                      RESIDENT CANADIAN
           ------------------------------------------------------------------------------------------------
<S>                                           <C>                                    <C>
                W.C. (Mickey) Dunn.....       Edmonton, Alberta, Canada                   Yes
                Robert J.S. Gibson.....       Calgary, Alberta, Canada                    Yes
                Patrick M. Murray......       Dallas, Texas, USA                          No
                Fred W. Pheasey........       Edmonton, Alberta, Canada                   Yes
                Robert L. Phillips.....       Vancouver, British Columbia, Canada         Yes
                Hank B. Swartout.......       Calgary, Alberta, Canada                    Yes
                H. Garth Wiggins.......       Calgary, Alberta, Canada                    Yes
</TABLE>

    (vii) the  by-laws  of PD Amalco  shall be the  by-laws of  Precision  until
    repealed, amended or altered;


                                       40
<PAGE>

        (viii) the Articles of  Amalgamation  of PD Amalco shall otherwise be as
    set out in Schedule A to the Plan;

        (ix) the issued and  outstanding  shares in the capital of Precision and
    each of the  Specified  Subsidiaries  shall be  exchanged  or  cancelled  as
    follows:

        A. each issued Common Share shall be converted  into one common share of
    PD Amalco; and

        B. each issued share of the  Specified  Subsidiaries  shall be cancelled
    without any repayment of capital in respect thereof, and

        (x) the amount added to the stated  capital for the common  shares of PD
    Amalco shall be equal to the stated capital of the Common Shares immediately
    prior to the Amalgamation;

        (e)  the   AcquisitionCo   Trust  Note  received  by  each  Non-Electing
    Shareholder  in (c) above will be  transferred  to the Trust in exchange for
    that number of Trust Units equal to the number of Common Shares  transferred
    by each Non-Electing Shareholder to AcquisitionCo in (c) above;

        (f) the Trust will contribute the AcquisitionCo  Trust Notes received by
    it in (e) above and all of the shares the Trust  holds of  AcquisitionCo  to
    PDLP in  exchange  for that  number of PDLP A Units  equal to the  number of
    Trust Units issued to Non-Electing Shareholders in (e) above;

        (g) Common  Shares held by each  Electing  Eligible  Shareholder  who so
    elects in a Filed Letter of  Transmittal  and Election  Form with respect to
    such Common Shares shall be  transferred  to, and acquired by, PDLP free and
    clear of all liens, claims and encumbrances in exchange for the issue to the
    Electing Eligible Shareholder by PDLP of:

        (i) a PDLP Weatherford Note;

        (ii)  if the  aggregate  Elected  Amount  of the  Common  Shares  of the
    Electing  Eligible  Shareholder  is equal to the  principal  amount  of that
    Shareholder's PDLP Weatherford Note, the Electing Eligible Shareholder shall
    be entitled to that number of  Exchangeable  LP Units equal to the number of
    Common   Shares  held  by  such   Electing   Shareholder   (subject  to  the
    pro-rationing of the Exchangeable LP Units set forth in subparagraph (g)(iv)
    below);

        (iii) if the  aggregate  Elected  Amount  of the  Common  Shares  of the
    Electing  Eligible  Shareholder  is more than the  principal  amount of that
    Shareholder's  PDLP  Weatherford  Note, the Electing  Eligible  Shareholder,
    subject to the  pro-rationing  of Exchangeable LP Units described in (g)(iv)
    below,  shall be entitled to that number of  Exchangeable  LP Units equal to
    the number of Common Shares being  transferred by such Electing  Shareholder
    multiplied  by a fraction,  the numerator of which shall be the Common Share
    Fair  Market  Value less the  Elected  Amount of each of the  Common  Shares
    transferred  to  PDLP  by  the  Electing  Eligible   Shareholder,   and  the
    denominator of which shall be the Residual Value per Share (with such number
    of Exchangeable LP Units rounded up to the nearest whole number);

        (iv) if the  aggregate  of the  Exchangeable  LP Units  issuable  to the
    Electing Eligible  Shareholders  pursuant to subparagraphs (g)(ii) and (iii)
    above  is  greater  than the  Exchangeable  LP Unit  Limit,  the  number  of
    Exchangeable LP Units issuable to each of the Electing Eligible Shareholders
    shall be reduced rateably (rounded to the nearest whole number) based on the
    number  of   Exchangeable  LP  Units   otherwise   determined   pursuant  to
    subparagraphs (g)(ii) and (iii) above so that the actual aggregate number of
    Exchangeable LP Units issuable to all the Electing Eligible  Shareholders is
    equal to the Exchangeable LP Unit Limit;

        (v) each Electing  Eligible  Shareholder shall receive a PDLP Trust Note
    in a principal  amount equal to the Residual  Value Per Share  multiplied by
    the difference  between the total number of Common Shares being  transferred
    by the Electing Eligible Shareholder and the number of Exchangeable LP Units
    that such Electing Eligible Shareholder is entitled to receive;

    and the names of the holders of such Common Shares shall be removed from the
    register of holders of Common  Shares and added to the  registers of holders
    of  Exchangeable  LP Units and PDLP shall be  recorded as the holder of such
    Common Shares on the register of holders of Common Shares;

        (h) the PDLP Trust Notes received by each Electing Eligible  Shareholder
    in (g) above will be transferred to the Trust in exchange for that number of
    Trust Units equal to the  principal  amount of such PDLP Trust Notes divided
    by the Residual Value Per Share;


                                       41
<PAGE>

        (i) the Trust will contribute the PDLP Trust Notes received by it in (h)
    above to PDLP in  exchange  for  that  number  of PDLP A Units  equal to the
    number of Trust Units issued to the Electing  Eligible  Shareholders  in (g)
    above;

        (j) PDLP will transfer the Common Shares  acquired by it in (g) above to
    AcquisitionCo in exchange for:

        (i) the assumption by AcquisitionCo of PDLP's  obligation under the PDLP
    Weatherford Notes issued in (g)(i) above;

        (ii) the AcquisitionCo Debt; and

        (iii)common shares of AcquisitionCo;

        (k) each Option in respect of a  particular  Option  Agreement,  whether
    vested or  unvested,  will be  exchanged  for that  number  of newly  vested
    options (the "NEW OPTIONS") determined as follows:

        (i) where the New Exercise Price is a positive  number,  for each Option
    exchanged, the Optionholder will receive one New Option to acquire one Trust
    Unit which may be  exercised  by the  Optionholder  paying the New  Exercise
    Price for each Trust Unit acquired pursuant to the New Option;

        (ii) where the New Exercise Price is nil, for each Option exchanged, the
    Optionholder  will  receive  one New Option to acquire one Trust Unit for no
    consideration which may be exercised by the Optionholder notifying the Trust
    that the  Optionholder  wishes to acquire  Trust  Units  pursuant to the New
    Options;

        (iii) where the New Exercise  Price is a negative  number (the  "EXCESS"
    expressed as a positive number), for each Option exchanged, the Optionholder
    will  receive one New Option to acquire one Trust Unit for no  consideration
    plus  that  fraction  of a New  Option  to  acquire  one  Trust  Unit for no
    consideration  equal to the Excess divided by the Average Opening Trust Unit
    Trading  Price,  provided that if the  aggregate  number of New Options that
    would  be  received  by a  particular  Optionholder  for  all of the  Option
    Agreements  of such  Optionholder  aggregates  to an amount that  includes a
    fraction,  the number of New  Options  will be rounded  down to the  nearest
    whole number, which may be exercised by the Optionholder notifying the Trust
    that the  Optionholder  wishes to acquire  Trust  Units  pursuant to the New
    Options.

    Each New  Option  will  expire at 4:30 p.m.  (Calgary  Time) on the 15th day
    after the Effective Date. If an  Optionholder  elects to acquire Trust Units
    pursuant  to this  subparagraph  (k) the Trust will issue Trust Units to the
    Optionholder.

        (l) AcquisitionCo will acquire from PD Amalco the Weatherford Shares and
    the aggregate amount of the Special Cash Payment for a non-interest  bearing
    demand  promissory  note  in  the  principal  amount  equal  to  26  million
    multiplied by the Canadian Dollar  Equivalent of the Weatherford  Share Fair
    Market Value and the aggregate amount of the Special Cash Payment;

        (m)  AcquisitionCo  will acquire for  cancellation  the PDLP Weatherford
    Notes and the  AcquisitionCo  Weatherford  Notes from the holders thereof in
    exchange  for each  holder's  Pro-rata  Portion of Special  Cash Payment and
    their Weatherford Share Equivalent;

        (n) the  terms of each New  Option,  applicable  separately  to each New
    Option  shall be  amended  to provide  the  holder  thereof  with the right,
    commencing on the day following the day the Trust Units commence  trading on
    the TSX, until 4:30 p.m.  (Calgary time) on the 15th day after the Effective
    Date (the "CASH SURRENDER TIME") to surrender any portion of New Options for
    cash in an amount equal to

    [A -- B] x the  number of New  Options  surrendered  (with  respect  to each
    particular New Option)

    where,

    A = the closing price of the Trust Units on the TSX on the last day on which
    the Trust Units traded prior to the surrender of the New Options for cash;

    B = the New Exercise Price,  provided it is a positive amount, or nil if the
    New Exercise Price is nil or a negative amount, applicable to the particular
    New Option surrendered;


                                       42
<PAGE>

    and all amounts so determined for all of the New Options  surrendered  shall
    be  aggregated  and paid net of tax required to be withheld  pursuant to the
    Tax Act.

    If the  Optionholder  exercises the right to surrender New Options for cash,
    such  Optionholder will also have the right to elect to use all or a portion
    of the  aggregate  cash to be  received  from all of their  surrendered  New
    Options less any amount  required to be withheld  pursuant to the Tax Act or
    other applicable legislation, (the "NET CASH AMOUNT") to acquire that number
    of whole Trust Units  (rounded  down,  if  necessary)  equal to the Net Cash
    Amount  applicable to a particular  Optionholder  divided by A (described in
    the  above  formula).  If an  Optionholder  has not  exercised  the right to
    surrender New Options for cash prior to the Cash  Surrender  Time, the right
    to so  surrender  New Options for cash will  terminate.  If an  Optionholder
    elects to acquire  Trust Units and pays the price  therefor as determined in
    this  subparagraph (n) the Trust will issue Trust Units to the Optionholder;
    and

    (o) the Trust shall issue the Special Voting Unit,

provided that if any of the foregoing steps in (a) through (o) fails to occur or
complete then all of such steps will be deemed not to have occurred.

    On the 16th day following the Effective  Date,  AcquisitionCo  and PD Amalco
will amalgamate and continue as one corporation, AmalgamationCo.

POST ARRANGEMENT STRUCTURE

    Following the Arrangement steps and the Amalgamation:

        (a)  the  former   Securityholders  will  own  all  of  the  issued  and
    outstanding Trust Units;

        (b)  the  former  Shareholders  will  own  an  aggregate  of 26  million
    Weatherford Shares and receive cash of up to $850 million in aggregate;

        (c)  Electing  Eligible  Shareholders  will  own all of the  issued  and
    outstanding Exchangeable LP Units;

        (d) the Trust will own all of the issued and outstanding PDLP A Units;

        (e) the Trust will own all of the issued and  outstanding  shares of the
    General Partner;

        (f) PDLP will own all of the issued  and  outstanding  common  shares of
    AmalgamationCo,   the   successor   corporation   to   Precision   and   the
    AmalgamationCo Debt; and

        (g) PDLP  will  hold,  indirectly,  all of the  assets  currently  held,
    directly or indirectly, by Precision.

ARRANGEMENT AGREEMENT

    The Arrangement is being effected pursuant to the Arrangement Agreement. The
Arrangement Agreement contains covenants,  representations and warranties of and
from each of Precision,  the Trust, the General Partner,  PDLP and AcquisitionCo
and  various  conditions  precedent,  both  mutual  and  with  respect  to  each
corporation, partnership and trust.

    The  Arrangement  Agreement  is attached  as Appendix C to this  Information
Circular and reference is made to that Appendix for the full text thereof.

CONDITIONS TO THE ARRANGEMENT BECOMING EFFECTIVE

    The Arrangement is proposed to be carried out pursuant to section 193 of the
ABCA. The following procedural steps must be taken for the Arrangement to become
effective:

        (a) the Arrangement must be approved by the Securityholders of Precision
    voting at the Meeting;


                                       43
<PAGE>

        (b) the Arrangement  must be approved by the Court pursuant to the Final
    Order;

        (c) all conditions  precedent to the  Arrangement,  including  those set
    forth in the  Arrangement  Agreement,  must be  satisfied  or  waived by the
    appropriate parties; and

        (d) the Final Order,  Articles of Arrangement and related documents,  in
    the form  prescribed  by the ABCA,  must be filed with the Registrar and the
    Certificate must be issued by the Registrar.

APPROVALS AND CONDITIONS

SECURITYHOLDER APPROVAL

    Pursuant to the Interim Order,  the Arrangement  Resolution must be approved
by at least  two-thirds  of the votes cast by  Shareholders  and  Optionholders,
voting  together  as a single  class,  who vote in  respect  of the  Arrangement
Resolution, in person or by proxy, at the Meeting.

COURT APPROVALS

INTERIM ORDER

    On September 29, 2005 the Court granted the Interim Order  facilitating  the
calling of the  Meeting  and  prescribing  the  conduct of the Meeting and other
matters.  The  Interim  Order is  attached  as  Appendix  B to this  Information
Circular.

FINAL ORDER

    The ABCA provides that an arrangement  requires Court  approval.  Subject to
the terms of the  Arrangement  Agreement,  and if the Arrangement is approved by
Securityholders  at the Meeting in the manner  required  by the  Interim  Order,
Precision will make application to the Court for the Final Order.

    The  application  for the Final Order approving the Arrangement is scheduled
to be heard on Monday,  October 31, 2005 at 1:30 p.m. (Calgary time), or as soon
thereafter as counsel may be heard, at the Court House,  611 -- 4th Street S.W.,
Calgary,  Alberta.  At the hearing,  any Securityholder and any other interested
party who wishes to participate  or to be represented or to present  evidence or
argument may do so,  subject to filing with the Court and serving on Precision a
Notice of Intention to Appear together with any evidence or materials which such
party  intends  to  present  to the Court on or before  noon  (Calgary  time) on
Monday, October 24, 2005. Service of a Notice of Intention to Appear and related
materials to Precision  shall be effected by sending them to the  solicitors for
Precision:  Borden Ladner Gervais LLP,  1000,  400 -- 3rd Avenue S.W.,  Calgary,
Alberta, T2P 4H2, Attention: David T. Madsen. See "NOTICE OF PETITION".

    The  Trust  Units  to be  issued  pursuant  to the  Arrangement  will not be
registered  under the 1933  Act,  and are being  issued to  Shareholders  in the
United States in reliance on the exemption from registration provided by section
3(a)(10)  thereof.  The Court will be advised at the hearing of the  application
for the Final  Order that if the terms and  conditions  of the  Arrangement  are
approved  by the  Court,  the  Final  Order  will  constitute  the  basis for an
exemption from the registration requirements of the 1933 Act and accordingly the
Trust Units issued  pursuant to the  Arrangement  will not require  registration
under the 1933 Act.

    Precision has been advised by its counsel,  Borden Ladner  Gervais LLP, that
the Court has broad discretion under the ABCA when making orders with respect to
the  Arrangement  and that the Court will  consider,  among  other  things,  the
fairness and  reasonableness  of the Arrangement,  both from a substantive and a
procedural  point of view.  The  Court may  approve  the  Arrangement  either as
proposed or as amended in any manner the Court may direct, subject to compliance
with such terms and conditions,  if any, as the Court thinks fit. Depending upon
the nature of any required  amendments,  or the terms and conditions  imposed by
the  Court,  Precision  or the  Trust  may  determine  not to  proceed  with the
Arrangement.

CONDITIONS PRECEDENT TO THE ARRANGEMENT

    The respective  obligations of the parties to the  Arrangement  Agreement to
complete the transactions  contemplated by the Arrangement Agreement are subject
to the fulfilment or satisfaction,  on or before the Effective Date, of a number
of conditions. These conditions include, without limitation:


                                       44
<PAGE>

        (a) the Arrangement  Resolution  shall have been approved at the Meeting
    by  not  less  than  two-thirds  of the  votes  by  the  Securityholders  in
    accordance with the provisions of the Interim Order and any applicable laws;

        (b) the Final  Order  shall  have been  obtained  in form and  substance
    satisfactory  to each of the  parties to the  Arrangement  Agreement  acting
    reasonably  and  shall  not have  been set  aside  or  modified  in a manner
    unacceptable to the parties acting reasonably, on appeal or otherwise;

        (c)  the  Registration  Statement  in  respect  of the  transfer  of the
    Weatherford  Shares to Shareholders  shall have been filed with and declared
    effective by the U.S. Securities and Exchange Commission;

        (d) all necessary  documents filed with the Registrar in accordance with
    the Plan shall be in form and substance  satisfactory to each of the parties
    to the Arrangement  Agreement acting reasonably and shall have been accepted
    for filing by the  Registrar  together with the Articles of  Arrangement  in
    accordance with Section 193 of the ABCA;

        (e) there shall have been no action taken under any  applicable  law and
    there  shall  not be in  force  any  order  or  decree  of any  governmental
    authority that:

        (i) makes illegal or otherwise directly or indirectly restrains, enjoins
    or prohibits the Arrangement or any other  transactions  contemplated in the
    Arrangement Agreement;

        (ii) results in any judgment or assessment of material  damages directly
    or indirectly  relating to the transactions  contemplated in the Arrangement
    Agreement; or

        (iii) imposes or confirms  material  limitations  on the ability of: (A)
    the Trust to effectively exercise full rights of ownership of the securities
    of the General Partner including,  without limitation, the right to vote any
    such  securities;  (B) the Trust to exercise full rights of ownership of the
    PDLP A Units,  including,  without  limitation,  the  right to vote any such
    securities;  (C) PDLP to exercise  full rights of ownership of securities of
    AcquisitionCo (and after giving effect to the Arrangement,  AmalgamationCo),
    including, without limitation, the right to vote such securities;

        (f) there shall have been no material  change with respect to the income
    tax laws or policies of Canada or any  province  thereof  which would have a
    material adverse effect on the  reorganization  of Precision as contemplated
    by the Plan,  including the manner in which distributions made to holders of
    Trust Units or Exchangeable LP Units are taxed;

        (g)  all  necessary  third  party  and  other  consents,  approvals  and
    authorizations  with  respect  to  the  transactions   contemplated  by  the
    Arrangement Agreement (including,  without limitation,  orders of applicable
    governmental  authorities  for the issuance of Exchangeable LP Units and the
    exchange of Exchangeable  LP Units for Trust Units and the PDLP  Weatherford
    Notes for Weatherford Shares) shall have been completed or obtained;

        (h) the Precision  Directors  shall not have determined to terminate the
    Arrangement  Agreement in accordance  with the  Arrangement  Resolution as a
    result of the number of Securityholders, if any, who exercise Dissent Rights
    or otherwise; and

        (i) the approval of the TSX and the NYSE to the  conditional  listing of
    the Trust  Units  shall have been  obtained,  subject  only to the filing of
    required documents and fees.

    On the conditions  being  fulfilled or waived,  Precision  intends to file a
copy of the Final Order and the Articles of Arrangement with the Registrar under
the  ABCA,  together  with  such  other  materials  as  may be  required  by the
Registrar, in order to give effect to the Arrangement.

    Notwithstanding  the  foregoing,  the  Arrangement  Resolution  proposed for
consideration by the Securityholders authorizes the Precision Directors, without
further notice to or approval of such  Securityholders,  subject to the terms of
the  Arrangement,  to amend the  Arrangement,  to decide not to proceed with the
Arrangement  and to revoke the  Arrangement  Resolution at any time prior to the
Arrangement  becoming  effective  pursuant to the  provisions  of the ABCA.  See
Appendix A for the text of the Arrangement Resolution.


                                       45
<PAGE>

FAIRNESS OPINION

    On September 6, 2005, the Precision Directors received a verbal opinion from
FirstEnergy,  its independent financial advisor, stating that, in the opinion of
FirstEnergy, the consideration to be received by Securityholders pursuant to the
Arrangement  is  fair,  from a  financial  point of  view,  to  Securityholders.
FirstEnergy confirmed its verbal opinion to the Precision Directors on September
22, 2005.

    A copy of the Fairness Opinion is attached as Appendix E to this Information
Circular.  The Fairness  Opinion is subject to the  assumptions  and limitations
contained therein and should be read in its entirety.

    The Precision  Directors  concur with the views of FirstEnergy.  Those views
were an important  consideration  in the decision of the Precision  Directors to
proceed with the Arrangement.

RECOMMENDATION OF THE PRECISION DIRECTORS

    THE PRECISION  DIRECTORS HAVE CONCLUDED THAT THE  ARRANGEMENT IS IN THE BEST
INTERESTS OF PRECISION AND UNANIMOUSLY  RECOMMEND THAT  SECURITYHOLDERS  VOTE IN
FAVOUR OF THE ARRANGEMENT RESOLUTION.

    At a meeting on  September 6, 2005,  the  Precision  Directors  accepted the
recommendations of the Special Committee and approved the proposed  Arrangement.
At  a  subsequent  meeting  on  September  22,  2005,  the  Precision  Directors
authorized:

        (a) Precision to enter into the Arrangement Agreement;

        (b) the application to the Court for the Interim Order; and

        (c) the submission of the Arrangement  Resolution to the Securityholders
    for  consideration  at the Meeting  pursuant to the Interim Order and to the
    Court for approval.

    A wide  variety of factors  were  considered  by the  Special  Committee  in
connection  with its analysis of whether to reorganize the business of Precision
into an income trust in the manner  provided in the Plan and in formulating  its
recommendation  to the Precision  Directors.  In reaching its conclusions and in
formulating  its  recommendations  to  the  Precision  Directors,   the  Special
Committee  placed greater emphasis on the verbal fairness opinion of FirstEnergy
than any other factor. See "BACKGROUND TO AND REASONS FOR THE ARRANGEMENT".

    In reaching their conclusions, the Precision Directors considered the report
of the Special Committee, the advice of management and its financial, legal, tax
and accounting  advisors  regarding the features of the income trust  structure,
with particular  emphasis on the advice of professional  advisors  regarding the
tax efficiencies of mutual fund trusts under Canadian federal income tax law.

    Other factors that were considered by the Precision Directors included:

    (a) PRECISION'S  BUSINESS  HAS  HISTORICALLY  DELIVERED  HIGH LEVELS OF FREE
        CASH-FLOW.

    The  Precision  Directors  considered  the  levels  of  cash-flow  available
    historically and Precision's  prospects for continued strong cash-flow.  The
    Precision  Directors are comfortable with  management's  estimates of future
    cash-flows and the prospects for continued strength in the business.

    (b) PRECISION HAS A STRONG MARKET POSITION.

    Precision's  management has addressed to the  satisfaction  of the Precision
    Directors that the structure and management of AmalgamationCo  and the Trust
    following the completion of the reorganization of Precision's  business into
    an income trust will assist in preserving its market position.

    (c) THE INCOME TRUST STRUCTURE RESULTING FROM THE REORGANIZATION WILL ENABLE
        PRECISION  TO  REDUCE  CASH  TAXES  AT  THE  CORPORATE  LEVEL,   THEREBY
        INCREASING THE AMOUNT OF CASH AVAILABLE FOR DISTRIBUTION TO UNITHOLDERS.


                                       46
<PAGE>

    In this regard, the Precision  Directors relied on the advice of Precision's
    professional  tax advisors and are satisfied  that the  reorganization  will
    provide  a  meaningful  increase  in  cash  available  for  distribution  to
    Unitholders.  In  particular,  both the Special  Committee and the Precision
    Directors were influenced by advice from tax advisors that mutual fund trust
    structures  are currently  better suited to distribute  cash to  unitholders
    than corporations.

    A reorganization of the business of Precision into an income trust structure
    in the manner  contemplated  by the plan  developed by senior  management is
    generally  designed to achieve commercial and tax efficiencies not available
    to a  corporation.  These tax  efficiencies  result from the fact that under
    Canadian  federal  income  tax law a mutual  fund  trust,  although  it is a
    taxable entity,  is generally  entitled to deduct,  in computing its taxable
    income for a taxation  year,  the  portion  thereof  that is paid or becomes
    payable in that year to its  beneficiaries.  Therefore,  a mutual fund trust
    that distributes all or substantially all of its income to its beneficiaries
    generally will not be liable for any material amount of Canadian income tax.
    By  comparison,   corporations   cannot  deduct   dividends  paid  to  their
    shareholders.  Therefore, under a corporate structure there is an element of
    double taxation, with the income being subject to tax in the corporation and
    dividends generally being taxable to shareholders.  However, there can be no
    assurance that this preference will continue in the future.

    Similarly,  the financial advisors to Precision have expressed the view that
    publicly traded trusts generally enjoy a lower cost of capital than publicly
    traded corporations. However, there can be no assurance that this preference
    will continue in the future.

    (d) THE CONVERSION TO AN INCOME TRUST  STRUCTURE  FOLLOWING THE  WEATHERFORD
        TRANSACTION AND THE SALE OF CEDA  INTERNATIONAL  CORPORATION IS EXPECTED
        TO RESULT IN MORE FAVOURABLE TRADING LEVELS OF THE UNITS OF THE PROPOSED
        TRUST COMPARED TO THE EXISTING COMMON SHARES.

    The Precision  Directors  reviewed  trading levels of other issuers who have
    undergone  reorganizations  of their  businesses to convert to income trusts
    and received advice from Precision's financial advisors that the Trust Units
    of the trust should trade at a premium to the Common Shares.

    (e) CASH  DISTRIBUTIONS TO UNITHOLDERS ARE EXPECTED TO PROVIDE AN ATTRACTIVE
        RETURN  WHILE  ALLOWING  PRECISION  TO CONTINUE TO MAINTAIN ITS EXISTING
        ASSETS AFTER  COMPLETION OF THE WEATHERFORD  TRANSACTION AND THE SALE OF
        CEDA INTERNATIONAL CORPORATION.

    Following discussions with Precision's management and professional advisors,
    the Precision  Directors have considered the amount of cash distributions to
    Unitholders  and believe  that  sufficient  capital will be available to the
    business to maintain Precision's assets and carry on its undertaking.

    (f) IT IS ANTICIPATED THAT THE COMBINED VALUE OF THE WEATHERFORD SHARES, THE
        SPECIAL  CASH  PAYMENT  AND THE MARKET  VALUE OF THE TRUST UNITS WILL BE
        GREATER THAN THE VALUE OF THE COMMON SHARES.

    The Precision  Directors were strongly  influenced as to the fairness of the
    Arrangement by the fact that an independent investment banking firm reviewed
    the  Arrangement  and provided an opinion that the  consideration  under the
    Arrangement was fair, from a financial point of view to the Securityholders.
    This determination of fairness was based on the conclusion that the combined
    value of the  Weatherford  Shares,  the Special  Cash Payment and the market
    value of the Trust Units following the Arrangement  will be greater than the
    value of the Common Shares.

    In  determining  to proceed with the  Arrangement  the  Precision  Directors
    considered alternative transactions to maximize Shareholder value. Among the
    alternatives  considered were the sale of Precision as a corporate entity to
    a third party, the sale of corporate assets to a third party and maintaining
    the current corporate structure.

    Although the mandate of the Special  Committee did not specifically  include
    consideration of all possible alternative  transactions,  both the Precision
    Directors and the Special  Committee  considered the fact that Precision has
    not received any unsolicited offers to acquire Precision.

    Although  third  party  sales often  realize a premium,  both the  Precision
    Directors and the Special  Committee  concluded  that, if the Arrangement is
    consummated,  the Unitholders  would have materially the same opportunity to
    benefit from any such premium as they  presently have as  Shareholders,  and
    that therefore the  possibility  of an unsolicited  offer from a third party
    does not diminish the fairness of the Arrangement to the Shareholders.

    (g) IT IS  ANTICIPATED  THAT THE  CONVERSION TO AN INCOME TRUST WILL ENHANCE
        SHAREHOLDER   VALUE   NOTWITHSTANDING   ANY   CHANGES  IN  THE   FEDERAL
        GOVERNMENT'S  TAX OR OTHER  POLICIES ON INCOME  TRUSTS AND  FLOW-THROUGH
        ENTITIES.


                                       47
<PAGE>

    The Precision Directors  considered,  and received  professional advice with
    respect  to,  the  recent  announcements  by  the  federal  government  of a
    consultation process to solicit views on the economic impact of flow-through
    entities  and  of  a  moratorium  on  advance  income  tax  rulings  pending
    completion of the consultation period.

    Prior to the federal  government's  announcement,  Precision  applied for an
    advance tax ruling seeking  clarification of the tax consequences of certain
    elements  of  the  proposed  income  trust  structure   resulting  from  the
    Arrangement.  This  ruling  request  was made in order  to  receive  as much
    assurance as possible from the federal  taxation  authorities  relating to a
    limited  number of issues that have  previously  been ruled on favourably by
    the federal  tax  authorities  for other  taxpayers.  Given such  favourable
    precedents  and  based  on  professional  advice,  the  Precision  Directors
    concluded  that a  favourable  ruling was not  required to proceed  with the
    Arrangement.  Accordingly,  the Precision Directors have determined based on
    the  professional  advice received that the Arrangement  remains in the best
    interest of  Securityholders.  In that regard, the Precision  Directors have
    determined  to  continue  to take  the  necessary  steps  to  implement  the
    Arrangement without a ruling.

    The Precision  Directors have also determined,  based on professional advice
    received that, if the Arrangement is consummated, the Trust will continue to
    provide the benefits to the Unitholders  described under "THE ARRANGEMENT --
    CONCLUSIONS AND  RECOMMENDATIONS OF THE SPECIAL  COMMITTEE"  notwithstanding
    any future changes in the government's  policies  relating to income trusts,
    and that if any such changes  would  negatively  impact the Trust,  at worst
    such changes should be neutral to current Securityholders.

    Based on these and other factors,  the Precision  Directors have  determined
that the proposed  reorganization  is in the best  interests  of  Precision  and
accordingly  unanimously recommend that the Securityholders of Precision vote in
favour of the Arrangement Resolution.

CONFIRMATION OF SUPPORT

    The Precision  Directors and senior  officers of Precision,  who  controlled
approximately  2.6% of the  outstanding  Common  Shares as at September 15, 2005
(assuming the exercise of Options held by them), have indicated that they intend
to vote in favour of the proposed Arrangement Resolution at the Meeting.

TIMING

    If the  Meeting  is held as  scheduled  and is not  adjourned  and the other
necessary  conditions at that point in time are  satisfied or waived,  Precision
will apply for the Final Order approving the Arrangement.  If the Final Order is
obtained  on Monday,  October  31, 2005 in form and  substance  satisfactory  to
Precision and the Trust,  and all other  conditions set forth in the Arrangement
Agreement are satisfied or waived,  Precision expects the Effective Date will be
on or about  November  7,  2005.  It is not  possible,  however,  to state  with
certainty when the Effective Date will occur.

    The  Arrangement  will become  effective on the filing with the Registrar of
the Articles of  Arrangement  and a copy of the Final Order,  together with such
other materials as may be required by the Registrar.

    Precision's  objective  is to  have  the  Effective  Date  occur  as soon as
practicable after the Meeting. The Effective Date could be delayed, however, for
a number of reasons,  including an objection  before the Court at the hearing of
the application  for the Final Order on Monday,  October 31, 2005 and a delay in
receiving  notice from the U.S.  Securities  and  Exchange  Commission  that the
Weatherford  Registration  Statement  is declared  effective  so as to allow the
Weatherford Shares to be transferred to Shareholders.

EXCHANGEABLE LP UNIT ELECTION

    Eligible  Shareholders  will be required to make an election if they wish to
receive Exchangeable LP Units as a portion of the consideration for their Common
Shares,  on  completion  of  the  Arrangement.  For  certain  Electing  Eligible
Shareholders,  receiving  Exchangeable  LP Units may, based on their  particular
circumstances,  provide  for  certain  tax  efficiencies.  HOWEVER,  ELECTING TO
RECEIVE   EXCHANGEABLE  LP  UNITS  MAY  NOT  BE  APPROPRIATE  FOR  ALL  ELIGIBLE
SHAREHOLDERS.  NO OPINION HAS BEEN  REQUESTED OR OBTAINED BY PRECISION,  PDLP OR
THE TRUST AS TO THE TAX  CONSEQUENCES  TO A PARTICULAR  ELIGIBLE  SHAREHOLDER OF
ACQUIRING OR HOLDING  EXCHANGEABLE  LP UNITS AND NONE OF PRECISION,  PDLP OR THE
TRUST IS PROVIDING ANY REPRESENTATION AS TO THE TAX CONSEQUENCES OF ACQUIRING OR
HOLDING  EXCHANGEABLE  LP  UNITS.  ELIGIBLE  SHAREHOLDERS  WHO  ARE  CONSIDERING
RECEIVING  EXCHANGEABLE LP UNITS SHOULD CONSULT THEIR OWN LEGAL AND TAX ADVISORS
WITH RESPECT TO THE LEGAL AND TAX  CONSEQUENCES  ASSOCIATED  WITH  ELECTING THIS


                                       48
<PAGE>

ALTERNATIVE AND THE HOLDING OF EXCHANGEABLE LP UNITS.  SEE "RISK FACTORS -- PDLP
- -- RISKS ASSOCIATED WITH EXCHANGEABLE LP UNITS".

    The  Exchangeable LP Units are intended to be, to the extent  possible,  the
economic equivalent of the Trust Units and will be exchangeable for Trust Units.
HOWEVER, THE EXCHANGEABLE LP UNITS WILL NOT BE LISTED ON THE TSX OR ON ANY OTHER
STOCK EXCHANGE OR QUOTATION SYSTEM. IN ADDITION,  EXCHANGEABLE LP UNITS WILL NOT
BE EXCHANGEABLE  FOR A PERIOD OF 180 DAYS FROM THE EFFECTIVE  DATE,  EXCEPT WITH
THE CONSENT OF THE BOARD OF DIRECTORS OF THE GENERAL PARTNER.

    If the Electing  Eligible  Shareholders  elect to take more  Exchangeable LP
Units than the  Exchangeable LP Unit Limit,  the number of Exchangeable LP Units
to be issued to Electing Eligible  Shareholders shall be reduced rateably on the
basis more  particularly  set forth in paragraph  (g) of the Plan and,  Electing
Eligible  Shareholders will receive Trust Units in lieu of Exchangeable LP Units
to the extent that  Exchangeable  LP Units are requested but not provided due to
that pro-rationing.  The Plan provides that the aggregate number of Exchangeable
LP Units and Trust Units received by an Electing  Eligible  Shareholder  will be
equal to the  number of Common  Shares  disposed  of by such  Electing  Eligible
Shareholder.  Each  Exchangeable  LP Unit  entitles  the  holder  to one vote at
meetings  of  Unitholders  and  will  be   exchangeable   for  one  Trust  Unit.
Non-Eligible Shareholders will only be eligible to receive Trust Units and their
pro-rata  share of the  Weatherford  Shares  and the  Special  Cash  Payment  in
exchange for their Common Shares.

    SHAREHOLDERS WHO ARE NOT DISSENTING  SHAREHOLDERS AND WHO DO NOT (I) VALIDLY
DEPOSIT WITH THE DEPOSITORY, AT ONE OF THE ADDRESSES NOTED IN THE RELEVANT FORM,
A DULY  COMPLETED  LETTER OF  TRANSMITTAL  AND ELECTION FORM AT OR PRIOR TO 5:00
P.M.  (CALGARY  TIME) ON OCTOBER 27, 2005 OR BEFORE THE SECOND TO LAST  BUSINESS
DAY IMMEDIATELY  PRECEDING ANY ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE MEETING,
OR (II) FULLY  COMPLY WITH THE  REQUIREMENTS  OF THE LETTER OF  TRANSMITTAL  AND
ELECTION FORM AND THE INSTRUCTIONS THEREIN IN RESPECT OF THE ELECTION TO RECEIVE
EXCHANGEABLE LP UNITS, WILL BE DEEMED TO BE NON-ELECTING SHAREHOLDERS. A COPY OF
THE LETTER OF  TRANSMITTAL  AND ELECTION FORM IS ENCLOSED WITH THIS  INFORMATION
CIRCULAR.

PROCEDURE FOR EXCHANGE OF SECURITIES

    On or before the Election  Deadline,  Shareholders  must complete and return
the  enclosed  Letter  of  Transmittal  and  Election  Form,  together  with the
certificate(s)  representing their Common Shares to the Depository at one of the
offices  specified  in the Letter of  Transmittal  and Election  Form.  WHERE NO
ELECTION IS MADE, WHERE THE ELECTION IS NOT PROPERLY MADE OR WHERE THE LETTER OF
TRANSMITTAL  AND ELECTION  FORM OR THE  CERTIFICATE(S)  REPRESENTING  THE COMMON
SHARES ARE RECEIVED AFTER THE ELECTION DEADLINE, THE DEPOSITING SHAREHOLDER WILL
BE DEEMED TO HAVE ELECTED TO RECEIVE TRUST UNITS AND THEIR PRO-RATA SHARE OF THE
WEATHERFORD  SHARES AND SPECIAL CASH  PAYMENT FOR ALL OF THEIR COMMON  SHARES ON
COMPLETION OF THE ARRANGEMENT.

    Shareholders  whose Common  Shares are  registered  in the name of a broker,
dealer,  bank,  trust  company or other  nominee must contact  their  nominee to
deposit their Common Shares.

    The use of the mail to transmit certificates  representing Common Shares and
the Letter of Transmittal and Election Form, is at each holder's risk. Precision
recommends  that such  certificates  and  documents  be delivered by hand to the
Depository and a receipt therefor be obtained or that registered mail be used.

    All signatures on: (i) the Letter of Transmittal and Election Form; and (ii)
certificates  representing  Common  Shares,  must be  guaranteed  by an Eligible
Institution  unless  otherwise  provided.  In order to  receive  Trust  Units or
Exchangeable  LP Units after the Effective  Date,  Shareholders  must submit the
certificate(s) for their Common Shares to the Depository.

    Any certificate  formerly  representing  Common Shares that is not deposited
with all other  documents as required by the Letter of Transmittal  and Election
Form on or before the sixth  anniversary  of the  Effective  Date shall cease to
represent  a right or claim of any kind or nature and the right of the holder of
the certificate formerly representing such Common Shares, to receive Trust Units
or  Exchangeable  LP Units and any  distributions  with respect thereto shall be
deemed  to  be  surrendered  to  the  Trust,  together  with  all  dividends  or
distributions thereon held for such holder.

TREATMENT OF OPTIONS

    Pursuant  to  Precision's  existing  stock  option  plans  there  were as at
September  15, 2005  outstanding  Options to purchase an  aggregate of 4,293,200
Common Shares at a weighted  average  exercise  price of  approximately  $30.00.
Based on the closing  market price of the Common  Shares on the TSX on September
6, 2005, the last trading day prior to the announcement that the Precision Board
has  approved  converting  the  business  of  Precision  into  an  income  trust
structure,  all of the  Options  were  "in-the-money"  (that is, had an exercise


                                       49
<PAGE>

price lower than the market price of the Common Shares). The Options are held by
various directors, officers and employees of Precision.

    As at September 1, 2005,  Precision had issued 2,677,150  Options which were
unexercised and had vested having an  in-the-money  value of  approximately  $73
million and had issued  2,790,718  Options which were unexercised and not vested
having  an  in-the-money  value of  $92.6  million.  On  September  1,  2005 all
employees of Precision,  which were to become  employees of those entities which
were sold to Weatherford  pursuant to the Weatherford  Transaction  were advised
that all of  their  unvested  Options  would  be  accelerated  and each of those
employees  would  have  30  days  to  elect  to  either  exercise  all of  their
accelerated  and  vested  Options  or take  the  in-the-money  value of all such
Options  or all of  their  Options  would  expire  on such  30th  day.  All such
employees  described  above  (the  "NEW  WEATHERFORD  EMPLOYEES")  entered  into
amending agreements giving effect to the foregoing.

    On September 14, 2005 all employees of CEDA  International  Corporation  and
its  subsidiaries  (the "CEDA  EMPLOYEES")  were given notice similar to the New
Weatherford Employees with respect to the acceleration of their unvested options
and rights with respect to their accelerated and vested options. Since that time
all of those CEDA Employees  entered into amending  agreements  giving effect to
those changes.

    As a result,  all of the Options of the New  Weatherford  Employees  and the
CEDA Employees will be either  exercised,  cashed out or terminated prior to the
Effective Date.

    The  Optionholders  who are not New Weatherford  Employees or CEDA Employees
(being  referred  to as the  "REMAINING  EMPLOYEES")  held  unvested  Options to
purchase 1,385,250 Common Shares, as at September 15, 2005. Also as at September
15, 2005 the Remaining Employees held 2,137,700 vested but unexercised Options.

    Only those Options held by Remaining  Employees which are either unexercised
or unvested as at the Effective Date will be dealt with as part of the Plan.

    With respect  thereto,  all vested Options may be exercised so as to receive
the same  consideration  under the  Arrangement  as  holders  of Common  Shares.
Alternatively,  pursuant to the Arrangement each unexercised vested and unvested
Option will be converted  into an equal number of vested New Options  which will
expire at 4:30 p.m.  (Calgary time) on the 15th day after the Effective Date and
give Optionholders the right to purchase a Trust Unit at the New Exercise Price.
In addition,  the  Arrangement  provides that each New Option will be amended to
allow the  Optionholder  to surrender  all or a portion of their New Options for
cash in an amount equal to the difference between the closing price of the Trust
Units  on the  TSX on the  day  prior  to the day  the  Optionholder  elects  to
surrender their New Options for cash and the New Exercise  Price,  multiplied by
the number of New Options being surrendered (the "CASH-OUT RIGHT"). In addition,
and at the same time as electing the Cash-Out Right,  the  Optionholder may also
elect to use all or a  portion  of the net cash  amount  to be  received  (after
withholding  tax has been  deducted) to acquire Trust Units for a price equal to
the closing  price of the Trust Units on the TSX on the day prior to the day the
Optionholder  elects to use the net cash amount received to acquire Trust Units.
All  rights  granted  under  the New  Options  will  terminate  on the  15th day
following the Effective Date.

RIGHTS OF DISSENT

    The following description of the rights of Dissenting Securityholders is not
a  comprehensive  statement  of the  procedures  to be followed by a  Dissenting
Securityholder  who seeks  payment  of the fair  value of such  Securityholder's
Securities and is qualified in its entirety by the reference to the full text of
the Interim Order which is attached to this  Information  Circular as Appendix B
and the text of section 191 of the ABCA which is  attached  to this  Information
Circular as Appendix H. Pursuant to the Interim Order, Dissenting  Optionholders
are given rights analogous to rights of Dissenting  Shareholders under the ABCA.
A  Securityholder  who  intends to exercise  his right of dissent and  appraisal
should  carefully  consider and comply with the provisions of section 191 of the
ABCA, as modified by the Interim Order. Failure to comply with the provisions of
that section,  as modified by the Interim Order, and to adhere to the procedures
established therein may result in the loss of all rights thereunder.

    The Court hearing the  application for the Final Order has the discretion to
alter the rights of dissent described herein based on the evidence  presented at
that hearing.

    Under the  Interim  Order,  a  registered  Securityholder  is  entitled,  in
addition  to any  other  rights  he may  have,  to  dissent  and to be  paid  by
AcquisitionCo  the fair value of the Securities  held by him in respect of which
he  dissents,  determined  as of the close of business on the last  Business Day
before the Meeting. A Securityholder may dissent only with respect to all of the


                                       50
<PAGE>

Securities  held by him or on behalf of any one beneficial  owner and registered
in the Dissenting  Securityholder's  name.  PERSONS WHO ARE BENEFICIAL OWNERS OF
SECURITIES  REGISTERED  IN THE NAME OF A  BROKER,  CUSTODIAN,  NOMINEE  OR OTHER
INTERMEDIARY WHO WISH TO DISSENT, SHOULD BE AWARE THAT ONLY THE REGISTERED OWNER
OF SUCH SECURITIES IS ENTITLED TO DISSENT.  ACCORDINGLY,  A BENEFICIAL  OWNER OF
SECURITIES  DESIRING TO EXERCISE  THEIR RIGHT OF DISSENT MUST MAKE  ARRANGEMENTS
FOR THE SECURITIES THEY BENEFICIALLY OWN TO BE REGISTERED IN THEIR NAME PRIOR TO
THE TIME THE WRITTEN  OBJECTION TO THE ARRANGEMENT  RESOLUTION IS REQUIRED TO BE
RECEIVED BY PRECISION OR,  ALTERNATIVELY,  MAKE  ARRANGEMENTS FOR THE REGISTERED
HOLDER OF SUCH SECURITIES TO DISSENT ON THEIR BEHALF.

    A DISSENTING  SECURITYHOLDER  MUST SEND TO PRECISION A WRITTEN  OBJECTION TO
THE  ARRANGEMENT  RESOLUTION,  WHICH  WRITTEN  OBJECTION  MUST  BE  RECEIVED  BY
PRECISION, C/O BORDEN LADNER GERVAIS LLP, 1000, 400 -- 3RD AVENUE S.W., CALGARY,
ALBERTA T2P 4H2,  ATTENTION:  DAVID T. MADSEN, NOT LATER THAN 5:00 P.M. (CALGARY
TIME) ON THE BUSINESS DAY PRIOR TO THE MEETING.  NO SECURITYHOLDER WHO HAS VOTED
IN FAVOUR OF THE  ARRANGEMENT  SHALL BE ENTITLED TO DISSENT  WITH RESPECT TO THE
ARRANGEMENT.  An application may be made to the Court by  AcquisitionCo  or by a
Dissenting   Securityholder   to  fix  the   fair   value   of  the   Dissenting
Securityholder's  Securities.  If such an  application  to the  Court is made by
either AcquisitionCo or a Dissenting Securityholder,  AcquisitionCo must, unless
the Court otherwise  orders,  send to each Dissenting  Securityholder  a written
offer to pay him an amount considered by the Precision  Directors to be the fair
value of the  Securities  held by the  Dissenting  Securityholders.  The  offer,
unless  the  Court   otherwise   orders,   will  be  sent  to  each   Dissenting
Securityholder  at least 10 days  before  the date on which the  application  is
returnable, if AcquisitionCo is the applicant, or within 10 days after Precision
is served with notice of the application,  if a Dissenting Securityholder is the
applicant.  The  offer  will be  made  on the  same  terms  to  each  Dissenting
Securityholder and will be accompanied by a statement showing how the fair value
was determined.

    A Dissenting Securityholder may make an agreement with AcquisitionCo for the
purchase of his  Securities by  AcquisitionCo  in the amount of  AcquisitionCo's
offer (or otherwise) at any time before the Court pronounces an order fixing the
fair value of the Securities.

    A Dissenting  Securityholder  is not required to give  security for costs in
respect of an  application  and,  except in special  circumstances,  will not be
required to pay the costs of the application and appraisal.  On the application,
the Court  will make an order  fixing the fair  value of the  Securities  of all
Dissenting  Securityholders who are parties to the application,  giving judgment
in that amount against  AcquisitionCo  and in favour of each of those Dissenting
Securityholders,  and fixing the time within which  AcquisitionCo  must pay that
amount  payable  to  the  Dissenting  Securityholders.  The  Court  may  in  its
discretion  allow a  reasonable  rate of interest on the amount  payable to each
Dissenting  Securityholder  calculated  from the date on  which  the  Dissenting
Securityholder  ceases to have any rights as a Securityholder  until the date of
payment.

    As  part  of  the   Arrangement,   the  Common  Shares  held  by  Dissenting
Securityholders will be cancelled and such Dissenting  Securityholder will cease
to have any rights as a Securityholder  other than the right to be paid the fair
value of such  Securityholder's  Securities  in the  amount  agreed  to  between
AcquisitionCo and the  Securityholder  or in the amount of the judgment,  as the
case may be. Until one of these events occurs,  the  Securityholder may withdraw
his dissent,  or AcquisitionCo  may rescind the Arrangement  Resolution,  and in
either  event  the  dissent  and  appraisal   proceedings  in  respect  of  that
Securityholder will be discontinued.

    AcquisitionCo shall not make a payment to a Dissenting  Securityholder under
section  191 of the ABCA if there are  reasonable  grounds  for  believing  that
AcquisitionCo  is or would after the payment be unable to pay its liabilities as
they  become due, or that the  realizable  value of the assets of  AcquisitionCo
would  thereby be less than the  aggregate  of its  liabilities.  In such event,
AcquisitionCo  shall notify each Dissenting  Securityholder  that it is lawfully
unable to pay Dissenting  Securityholders for their Securities in which case the
Dissenting Securityholder may, by written notice to AcquisitionCo within 30 days
after receipt of such notice, withdraw his written objection, in which case such
Securityholder  shall,  in accordance  with the Interim Order, be deemed to have
participated  in  the  Arrangement  as  a  Securityholder.   If  the  Dissenting
Securityholder  does not withdraw his written objection he retains his status as
a claimant against AcquisitionCo to be paid as soon as AcquisitionCo is lawfully
entitled to do so or, in a  liquidation,  to be ranked  subordinate to creditors
but prior to Shareholders.

    ALL SECURITIES HELD BY  SECURITYHOLDERS  WHO EXERCISE THEIR RIGHT OF DISSENT
WILL, IF THE HOLDERS ARE ULTIMATELY  ENTITLED TO BE PAID THE FAIR VALUE THEREOF,
BE DEEMED TO BE TRANSFERRED TO  ACQUISITIONCO  FOR  CANCELLATION IN EXCHANGE FOR
SUCH  FAIR  VALUE AS OF THE  EFFECTIVE  DATE.  IF  DISSENTING  SHAREHOLDERS  ARE
ULTIMATELY  NOT ENTITLED TO BE PAID THE FAIR VALUE FOR THEIR COMMON  SHARES SUCH
DISSENTING  SHAREHOLDERS  WILL BE ISSUED  TRUST UNITS EQUAL IN VALUE TO THE FAIR
VALUE OF THE HOLDER'S COMMON SHARES. IF DISSENTING  OPTIONHOLDERS ARE ULTIMATELY
NOT  ENTITLED TO BE PAID THE FAIR VALUE FOR THEIR  OPTIONS  THE OPTIONS  HELD BY
SUCH DISSENTING  OPTIONHOLDERS  WILL TERMINATE IN ACCORDANCE WITH THE PROVISIONS
OF THE PLAN.



                                       51
<PAGE>

    The Arrangement  Agreement  provides that,  unless otherwise waived, it is a
condition to the  obligations of the parties to the  Arrangement  Agreement that
the  Precision  Board shall not have  determined  to terminate  the  Arrangement
Agreement  as a result of the number of  Securityholders  who  exercise  Dissent
Rights.

INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT

    As at September  15, 2005,  the  directors  and officers of Precision  owned
beneficially, directly or indirectly, or exercised control or direction over, an
aggregate of 950,173 Common Shares and 2,258,000 Options,  representing 0.77% of
the  outstanding   Common  Shares  and  52.59%  of  the   outstanding   Options,
respectively.  Each of the directors and officers  intend to vote the Securities
owned or controlled by them in favour of the Arrangement  Resolution proposed to
be considered at the Meeting. See "THE ARRANGEMENT -- CONFIRMATION OF SUPPORT".

    Precision has retained FirstEnergy to be financial advisors to Precision and
the  Precision  Directors  with  respect to the  Arrangement.  The  advisor  has
received and will receive fees from Precision for services rendered.

EXPENSES OF THE ARRANGEMENT

    The estimated costs to be incurred by Precision  relating to the Arrangement
including, without limitation, financial advisory, accounting and legal fees and
the  preparation  and  printing of this  Information  Circular  are  expected to
aggregate approximately $3.0 million.

STOCK EXCHANGE LISTING APPROVAL

    It is a condition to the completion of the Arrangement  that the TSX and the
NYSE shall have  approved  the listing of the Trust  Units,  subject only to the
filing of required  documents  which cannot be filed prior to the Effective Date
and the payment of fees.

SECURITIES LAW MATTERS

    The PDLP  Weatherford  Notes,  PDLP Trust Notes,  AcquisitionCo  Weatherford
Notes,  AcquisitionCo  Trust Notes,  Trust Units, PDLP A Units,  Exchangeable LP
Units,  common shares of  AcquisitionCo  and Weatherford  Shares to be issued or
transferred,   as  applicable,  in  exchange  for  Securities  pursuant  to  the
Arrangement  will be  issued in  reliance  on  exemptions  from  prospectus  and
registration requirements of applicable laws or on discretionary exemptions from
such  requirements  to  be  obtained  from  applicable   securities   regulatory
authorities in Canada and the Trust Units and Weatherford  Shares will generally
be  "freely   tradeable"  (other  than  as  a  result  of  any  "control  block"
restrictions  which  may  arise  by  virtue  of  the  ownership  thereof)  under
applicable laws of the provinces of Canada and the applicable laws of the United
States.

    Following  completion of the Arrangement and the Amalgamation,  applications
will also be made so as to relieve PDLP from some of the  continuous  disclosure
requirements   normally   associated  with  being  a  "reporting  issuer"  under
applicable laws and for an order that AmalgamationCo is deemed to have ceased to
be a reporting issuer.

    The  Trust  Units  to be  issued  pursuant  to the  Arrangement  will not be
registered  under the 1933  Act,  and are being  issued to  Shareholders  in the
United States in reliance on the exemption from registration provided by section
3(a)(10) of the 1933 Act. Trust Units issued to a former  Shareholder who is not
an "affiliate" of Precision  immediately  before the Arrangement,  and is not an
"affiliate" of the Trust or AmalgamationCo at the time of resale,  may be resold
in the United States without  restriction  under the 1933 Act to the same extent
as the Common Shares were before the  Arrangement.  Former  Shareholders who are
"affiliates"  of  Precision  prior  to  the  Arrangement,   or  "affiliates"  of
AmalgamationCo  or the Trust after the  Arrangement  may not re-sell their Trust
Units in the United States without an exemption from registration under the 1933
Act.  For  the  purposes  of  the  1933  Act,  an   "affiliate"   of  Precision,
AmalgamationCo or the Trust is a person that directly, or indirectly through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control  with,  Precision,  AmalgamationCo  or the  Trust,  as the  case may be.
Shareholders  are urged to consult  their legal  advisors  prior to disposing of
Trust Units  outside  Canada to determine  the extent of all  applicable  resale
provisions.

LEGAL MATTERS

    Certain legal matters relating to the Arrangement are to be passed on at the
Closing  by Borden  Ladner  Gervais  LLP and  Felesky  Flynn  LLP,  on behalf of
Precision.  As at September  29, 2005,  the  partners and  associates  of Borden
Ladner Gervais LLP beneficially owned,  directly or indirectly,  less than 1% of
the  outstanding  Common  Shares.  As at September  29,  2005,  the partners and
associates of Felesky Flynn LLP beneficially owned, directly or indirectly, less
than 1% of the outstanding Common Shares.


                                       52
<PAGE>

               CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

    In the  opinion of Felesky  Flynn LLP,  Canadian  federal  tax  counsel  for
Precision and the Trust ("TAX COUNSEL"),  the following summary fairly describes
the principal  Canadian  federal  income tax  consequences  under the Tax Act to
Shareholders  (other than Electing  Eligible  Shareholders) who dispose of their
Common Shares pursuant to the  Arrangement  and ultimately  receive Trust Units,
Weatherford  Shares and cash.  This summary is applicable  to a  Shareholder  or
Trust  Unitholder  who, for all  purposes of the Tax Act,  deals at arm's length
(and is not deemed by the Tax Act not to deal at arm's  length)  with and is not
affiliated  with Precision or the Trust and holds Common  Shares,  and will hold
Weatherford  Shares  and  Trust  Units as  capital  property.  This  Information
Circular does not contain an opinion  regarding the Canadian  federal income tax
considerations that will apply to an Optionholder or an Eligible Shareholder who
elects to receive  Exchangeable  LP Units  under the  Arrangement  and  Eligible
Shareholders  contemplating  making such an election  should first consult their
own tax advisors.  Generally,  Common Shares, Weatherford Shares and Trust Units
will be considered to be capital  property to a holder  provided the holder does
not use or hold the Common  Shares,  Weatherford  Shares or Trust Units,  as the
case may be, in the  course  of  carrying  on a  business  of buying or  selling
securities and did not acquire them in one or more transactions considered to be
an  adventure  or  concern  in the  nature of  trade.  Certain  holders  who are
Residents  and who might not otherwise be considered to hold their Common Shares
or Trust Units as capital property may, in certain circumstances, be entitled to
have  them,  and any other  "Canadian  security"  (as  defined  in the Tax Act),
treated as capital  property by making the  irrevocable  election  permitted  by
subsection 39(4) of the Tax Act. Holders  contemplating  making such an election
should first consult their own tax advisors. This summary is not applicable to a
Shareholder or Trust Unitholder that is a "financial institution",  a "specified
financial  institution"  or to a holder  an  interest  in which  would be a "tax
shelter investment" all as defined in the Tax Act.

    This  summary is based upon the facts set out in the  Information  Circular,
certificates as to certain factual matters  provided to Tax Counsel by Precision
and  the  Trust,  provisions  of the  Tax  Act in  force  as of the  date of the
Information  Circular,  relevant  proposals  to amend the Tax Act that have been
publicly  announced by or on behalf of the Minister of Finance (Canada) prior to
the date of the Information  Circular ("PROPOSED  AMENDMENTS") and Tax Counsel's
understanding of the current published  administrative and assessing policies of
the CRA. This summary is not exhaustive of all possible  Canadian federal income
tax  consequences  and, except for the Proposed  Amendments,  does not take into
account  or  anticipate  any  changes  in  the  law,   whether  by  legislative,
governmental or judicial actions or changes in the  administrative and assessing
practices  of the CRA.  This  summary  does not take  into  account  provincial,
territorial or foreign tax considerations,  which may differ  significantly from
those discussed herein.  No assurance can be given that the Proposed  Amendments
will be enacted as currently proposed or at all.

    THIS  SUMMARY IS OF A GENERAL  NATURE  ONLY AND IS NOT  INTENDED  TO BE, NOR
SHOULD IT BE  CONSTRUED  TO BE,  LEGAL OR TAX ADVICE OR  REPRESENTATIONS  TO ANY
PARTICULAR  SHAREHOLDER  OR TRUST  UNITHOLDER.  HOLDERS  OF  COMMON  SHARES  AND
PROSPECTIVE  HOLDERS OF TRUST UNITS AND WEATHERFORD  SHARES SHOULD CONSULT THEIR
OWN TAX ADVISORS IN RESPECT OF THE  CONSEQUENCES  TO THEM HAVING REGARD TO THEIR
PARTICULAR  CIRCUMSTANCES.  SECURITYHOLDERS  SHOULD ALSO  CONSULT  THEIR OWN TAX
ADVISORS   REGARDING   PROVINCIAL  OR  TERRITORIAL  TAX  CONSIDERATIONS  OF  THE
ARRANGEMENT OR OF HOLDING TRUST UNITS OR WEATHERFORD SHARES.

    For  purposes  of the Tax Act,  all  amounts  relating  to the  acquisition,
holding or disposition  of  Weatherford  Shares,  including  dividends,  ACB and
proceeds of  disposition,  must be converted into Canadian  dollars based on the
United States - Canadian  dollar  exchange rate applicable to the effective date
of the related acquisition, disposition or recognition of income.

THE ARRANGEMENT

EXCHANGE OF COMMON SHARES FOR ACQUISITIONCO WEATHERFORD NOTES AND
ACQUISITIONCO TRUST NOTES

    Pursuant to the Arrangement,  Common Shares held by Shareholders (other than
Common   Shares  held  by   Dissenting   Shareholders   and  Electing   Eligible
Shareholders)  will be transferred to AcquisitionCo in exchange for the issuance
to such Shareholder by AcquisitionCo of an AcquisitionCo Weatherford Note and an
AcquisitionCo  Trust Note. Such a Shareholder  will realize a capital gain (or a
capital   loss)  equal  to  the  amount  by  which  the  aggregate  FMV  of  the
AcquisitionCo Weatherford Note and AcquisitionCo Trust Note received at the time
of the exchange for Common Shares exceeds (or is less than) the aggregate of the
ACB of the Common Shares of the Shareholder transferred to AcquisitionCo and any
reasonable  costs of  disposition.  The  taxation  of capital  gains and capital
losses  is  described   below  under  "CERTAIN   CANADIAN   FEDERAL  INCOME  TAX
CONSIDERATIONS  -- TAXATION OF TRUST  UNITHOLDERS  --  RESIDENTS  -- TAXATION OF
CAPITAL  GAINS AND CAPITAL  LOSSES" and  "CERTAIN  CANADIAN  FEDERAL  INCOME TAX
CONSIDERATIONS  -- TAXATION OF TRUST UNITHOLDERS -- PERSONS OTHER THAN RESIDENTS
- -- TAXATION OF CAPITAL GAINS".



                                       53
<PAGE>

    The cost to a former  Shareholder of the AcquisitionCo  Weatherford Note and
AcquisitionCo  Trust Note  acquired on an exchange of Common  Shares will be the
FMV thereof at the time of the exchange. For this purpose, a Shareholder will be
required  to  determine  the  FMV  of  an  AcquisitionCo  Weatherford  Note  and
AcquisitionCo Trust Note at the time of the exchange on a reasonable basis. Each
of Precision and the Trust has advised that, in it's opinion,  an  AcquisitionCo
Weatherford  Note  will at the  time of the  exchange  have a FMV  equal  to the
aggregate of the Weatherford  Share  Consideration  and the Pro-rata  Portion of
Special Cash Payment that a particular former Shareholder is entitled to receive
under the  Arrangement  and at the time of the exchange an  AcquisitionCo  Trust
Note will have a FMV equal to the Pro-Rata Portion of Aggregate  Residual Value.
Such a determination of FMV is not binding on the CRA.

EXCHANGE OF ACQUISITIONCO TRUST NOTES FOR TRUST UNITS

    Pursuant to the Arrangement,  all holders of AcquisitionCo  Trust Notes will
transfer  their  AcquisitionCo  Trust  Notes to the Trust in  exchange  for that
number of Trust Units equal to the number of Common Shares  transferred  by each
former  Shareholder to  AcquisitionCo.  A holder of an AcquisitionCo  Trust Note
will  realize a capital  gain only if,  and to the extent  that,  the FMV of the
Trust Units received  exceeds the ACB of the holder's  AcquisitionCo  Trust Note
and any  reasonable  costs of  disposition.  If the  aggregate of the ACB of the
exchanged  AcquisitionCo  Trust Note and reasonable costs of disposition exceeds
the FMV of the Trust Units received therefore, the holder will realize a capital
loss on the  exchange.  The  taxation  of capital  gains and  capital  losses is
described below under "CERTAIN  CANADIAN  FEDERAL INCOME TAX  CONSIDERATIONS  --
TAXATION OF TRUST  UNITHOLDERS  --  RESIDENTS  -- TAXATION OF CAPITAL  GAINS AND
CAPITAL  LOSSES" and "CERTAIN  CANADIAN  FEDERAL  INCOME TAX  CONSIDERATIONS  --
TAXATION OF TRUST  UNITHOLDERS  -- PERSONS  OTHER THAN  RESIDENTS -- TAXATION OF
CAPITAL GAINS".

    The cost of a Trust  Unit will be equal to the FMV of the Trust  Unit at the
time of the exchange.  For these purposes,  a holder of an  AcquisitionCo  Trust
Note will be required  to  determine  the FMV of the Trust Unit on a  reasonable
basis. Each of Precision and the Trust has advised that, in its opinion, a Trust
Unit  will  have a FMV  equal  to the  Residual  Value  Per  Share  and  since a
particular former  Shareholder's ACB of an AcquisitionCo  Trust Note is expected
to be equal to the Pro-Rata Portion of Aggregate Residual Value, no gain or loss
should arise on the exchange by a former  Shareholder of an AcquisitionCo  Trust
Note for Trust Units.

EXCHANGE OF ACQUISITIONCO WEATHERFORD NOTES FOR CASH AND WEATHERFORD SHARES

    Pursuant to the Arrangement,  AcquisitionCo Weatherford Notes held by former
Shareholders will be transferred to AcquisitionCo for cancellation,  in exchange
for cash and Weatherford  Shares. Such holders will realize a capital gain (or a
capital  loss)  equal  to the  amount  by  which  the  cash  and  the FMV of the
Weatherford  Shares received in exchange for the AcquisitionCo  Weatherford Note
exceeds (or is less than) the ACB of the holder's AcquisitionCo Weatherford Note
and any  reasonable  costs of  disposition.  The  taxation of capital  gains and
capital  losses is described  below under "CERTAIN  CANADIAN  FEDERAL INCOME TAX
CONSIDERATIONS  -- TAXATION OF TRUST  UNITHOLDERS  --  RESIDENTS  -- TAXATION OF
CAPITAL  GAINS AND CAPITAL  LOSSES" and  "CERTAIN  CANADIAN  FEDERAL  INCOME TAX
CONSIDERATIONS  -- TAXATION OF TRUST UNITHOLDERS -- PERSONS OTHER THAN RESIDENTS
- -- TAXATION OF CAPITAL GAINS".

    The cost of the Weatherford  Shares received will be equal to the FMV of the
Weatherford Shares at the time of the exchange.  For these purposes, a holder of
an  AcquisitionCo  Weatherford Note will be required to determine the FMV of the
Weatherford  Shares on a reasonable  basis.  Each of Precision and the Trust has
advised that,  in its opinion,  each of the  Weatherford  Shares will have a FMV
equal to the  Closing  Weatherford  Share  Price and since a  particular  former
Shareholder's  ACB of an AcquisitionCo  Weatherford Note is expected to be equal
to the FMV of the  Weatherford  Shares and cash to be received on this exchange,
no gain or loss  should  arise on the  exchange by a former  Shareholder  of the
AcquisitionCo   Weatherford  Note  for  Weatherford  Shares  and  cash.  Such  a
determination of FMV is not binding on the CRA. The ACB to a former  Shareholder
of a Weatherford Share generally will be equal to the average of the cost of all
common shares of Weatherford held by the former Shareholder.

DISSENTING SHAREHOLDERS

    Registered  Securityholders are permitted to dissent from the Arrangement. A
Dissenting  Shareholder will be entitled,  in the event the Arrangement  becomes
effective,  to be paid by AcquisitionCo the fair value of the Common Shares held
by such Shareholder  determined as of the appropriate date. See "THE ARRANGEMENT
- -- RIGHTS OF DISSENT". A Dissenting  Shareholder will realize a capital gain (or
a  capital  loss)  equal to the  amount  by which  the FMV of the  consideration
received  in  exchange  for the  Common  Shares  exceeds  (or is less  than) the
aggregate of the ACB of such Common Shares and reasonable  costs of disposition.
For  purposes of  determining  the  Dissenting  Shareholder's  capital  gain (or
capital loss),  the proceeds of disposition will be equal to the amount received
as  consideration  for the Common Shares less the amount of any interest awarded
by the Court.  The  taxation of capital  gains and capital  losses is  described
below under "CERTAIN  CANADIAN FEDERAL INCOME TAX  CONSIDERATIONS -- TAXATION OF


                                       54
<PAGE>

TRUST  UNITHOLDERS -- RESIDENTS -- TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES"
and "CERTAIN  CANADIAN  FEDERAL INCOME TAX  CONSIDERATIONS  -- TAXATION OF TRUST
UNITHOLDERS  -- PERSONS  OTHER THAN  RESIDENTS  -- TAXATION  OF CAPITAL  GAINS".
Interest awarded by the Court to a Dissenting Shareholder who is a Resident will
be  included  in the  Shareholder's  income  for  purposes  of the Tax Act.  Any
interest  paid or credited  to a  Dissenting  Shareholder  who is not a Resident
pursuant to a Court award will be subject to withholding tax. Under the Tax Act,
interest  paid or  credited  to a person  who is not a  Resident  is  subject to
withholding  tax at the rate of 25% of the gross amount of the interest,  unless
such rate is reduced  under an  applicable  income tax  convention.  The rate of
withholding tax is reduced to 10% where interest is paid or credited,  or deemed
to be paid or credited,  to persons who are not  Residents  and are residents of
the United  States  under the  Canada-United  States Tax  Convention,  1980,  as
amended.  Additional  income tax  considerations  may be relevant to  Dissenting
Securityholders  who fail to perfect or withdraw  their  claims  pursuant to the
Dissent Rights.  Dissenting  Securityholders  are urged to consult their own tax
advisors.

TAXATION OF WEATHERFORD SHARES (POST-ARRANGEMENT)

DIVIDENDS ON WEATHERFORD SHARES

    Dividends  received on Weatherford  Shares will be included in computing the
income, for purposes of the Tax Act, of a holder who is a Resident.  Any foreign
tax that may be withheld upon the payment of a dividend  received on Weatherford
Shares  generally will be considered to be non-business  income tax for purposes
of the Tax Act and may be deducted  from income tax payable under the Tax Act on
income from sources outside Canada subject to the  limitations  contained in the
Tax  Act.  A  holder  that   throughout   the  relevant   taxation   year  is  a
"Canadian-controlled  private  corporation",  as defined in the Tax Act,  may be
liable  to pay an  additional  refundable  tax of 6 2/3% on  certain  investment
income, including certain dividends.

DISPOSITION OF WEATHERFORD SHARES

    Upon the disposition or deemed  disposition by a former Shareholder who is a
Resident of a Weatherford Share, the former Shareholder generally will realize a
capital  gain (or a capital  loss) equal to the amount by which the  proceeds of
disposition  exceeds  (or is less  than)  the  former  Shareholder's  ACB of the
Weatherford  Share and any reasonable  costs of  disposition.  A capital gain or
capital  loss  realized by a former  Shareholder  will  generally  be treated as
described below under "CERTAIN  CANADIAN  FEDERAL INCOME TAX  CONSIDERATIONS  --
TAXATION OF TRUST  UNITHOLDERS  --  RESIDENTS  -- TAXATION OF CAPITAL  GAINS AND
CAPITAL LOSSES".




                                       55
<PAGE>

STATUS OF THE TRUST

    It is assumed  that the Trust will  qualify as a "unit  trust" as defined in
the Tax Act,  and this  summary  assumes that the Trust also will qualify on the
Effective  Date,  and will  continue to qualify  thereafter,  as a "mutual  fund
trust" as defined in the Tax Act.  In order to qualify as a mutual  fund  trust,
the Trust must continuously satisfy certain requirements as to the nature of its
undertakings  (primarily  that it must restrict its activities to the investment
of funds), its ability to distribute Trust Units to the public, the dispersal of
ownership  of its Trust  Units and the  requirement  that  (unless it  satisfies
certain conditions) it must not be established nor maintained  primarily for the
benefit of Non-Residents.

    Pursuant  to draft  legislation  released  by the  Department  of Finance on
September 16, 2004 to implement the 2004 federal  budget  proposals,  commencing
January 1, 2005, the last  requirement  (that the trust not be  established  nor
maintained  primarily for the benefit of  Non-Residents)  will be changed to the
requirement that not more than 50% (by value) of the outstanding Trust Units may
at any  time be owned  by  Non-Residents.  The  2004  federal  budget  proposals
currently  do not  provide any means of  rectifying  a loss of mutual fund trust
status.  The December 6, 2004 Notice of Ways and Means  Motion to implement  the
tax  proposals  contained  in the 2004  federal  budget  does not  contain  this
proposal  and the  Department  of Finance  (Canada) has  indicated  that further
discussions  would be pursued with the private sector concerning the appropriate
Canadian tax treatment of persons who are not residents investing through mutual
funds.

    The Trust has  certain  restrictions  on its  activities  and its powers and
certain restrictions limiting the number of Non-Resident Trust Unitholders, such
that  Precision  and the Trust have advised Tax Counsel that it is reasonable to
expect that the  requirements set out in the Tax Act,  discussed above,  will be
satisfied.  Precision has advised Tax Counsel that the Trust intends to elect to
be deemed to be a mutual  fund  trust from the time it was  established.  If the
Trust were not to qualify as a mutual  fund trust at any  particular  time,  the
income tax consequences  would be materially  different in certain respects from
those described herein. For example,  if the Trust ceases to qualify as a mutual
fund  trust,  the Trust may be  required  to pay tax under Part XII.2 of the Tax
Act.  The  payment  of Part  XII.2  tax by the  Trust  would  have  adverse  tax
consequences for certain Trust Unitholders.

    Provided  that the Trust  maintains  its status as a mutual fund trust under
the Tax Act, the Trust Units will be qualified  investments  for trusts governed
by Exempt Plans and RESPs.  Exempt Plans and RESPs  generally will not be liable
for tax in respect of any  distributions  received from the Trust or any capital
gains  realized on the  disposition  of any Trust Units.  If the Trust ceases to
qualify as a mutual  fund  trust,  the Trust  Units  will cease to be  qualified
investments for Exempt Plans and RESPs which would have adverse tax consequences
to Exempt Plans and RESPs and their annuitants or beneficiaries.

TAXATION OF THE TRUST

    The Trust will be taxable on its net income determined under the Tax Act for
each  taxation  year less the  portion of net income  that the Trust  deducts in
respect of amounts  payable  by the Trust in the year to Trust  Unitholders.  An
amount will be considered to be payable to a Trust Unitholder in a taxation year
only if it is paid to the  Trust  Unitholder  in the year by the Trust or if the
Trust Unitholder is entitled in that year to enforce payment of the amount.  The
Trust's taxation year will end on December 31 of each year.

    The Trust will be  required  to include in its net income for each  taxation
year its share of the net income or loss,  including  capital  gains and capital
losses,  of PDLP for each fiscal  period of PDLP ending on or before the Trust's
taxation year end that becomes  receivable by or is received by the Trust in the
year,  dividends  received on shares of General  Partner and net taxable capital
gains realized by the Trust in the year.

    In  computing  its net income,  the Trust  generally  may deduct  reasonable
amounts  on account  of  administrative  costs,  management  and other  expenses
incurred by it in the course of carrying on its investment  undertakings and for
the purpose of earning  income,  provided such amounts are not  reimbursed to it
and are otherwise  deductible  under the Tax Act. The Trust generally  should be
entitled to deduct the costs  incurred by it in connection  with the issuance of
Trust Units on a five-year, straight-line basis (subject to pro-ration for short
taxation years).

    Under the  Declaration of Trust, an amount equal to all of the net income of
the Trust for each year (determined in accordance with the provisions of the Tax
Act without  reference to paragraph  82(1)(b) and  subsection  104(6)  thereof),
including any net capital  gains  realized by the Trust  (excluding  net capital
gains and income realized by the Trust on an IN SPECIE redemption of Trust Units
which  are  designated  by the Trust to a  redeeming  Trust  Unitholder  and net
capital gains the tax on which may be offset by capital losses  carried  forward
from prior years or is recoverable  by the Trust),  generally will be payable in


                                       56
<PAGE>

the year to  Trust  Unitholders  by way of cash  distributions,  subject  to the
exceptions  described  below.  Income  of the  Trust  which is  applied  to fund
redemptions  of Trust  Units  for cash,  or is  otherwise  unavailable  for cash
distributions will be distributed to Trust Unitholders in the form of additional
Trust Units.  Income of the Trust payable to the Trust  Unitholders,  whether in
cash or  additional  Trust Units,  generally  will be deductible by the Trust in
computing its net income under the Tax Act.

    The Trust will be entitled  for each  taxation  year to reduce (or receive a
refund in respect of) its liability,  if any, for tax on its net taxable capital
gains by an amount determined under the Tax Act based on the redemption of Trust
Units during the year (the "CAPITAL GAINS  REFUND").  In certain  circumstances,
the capital gains refund in a particular taxation year may not completely offset
the Trust's tax  liability  for that taxation year arising as a result of the IN
SPECIE  distribution on the redemption of Trust Units.  The Declaration of Trust
provides that the taxable  portion of any capital gain or income realized by the
Trust as a result of that redemption may, at the discretion of the Trustees,  be
treated as income paid to, and  designated  as a taxable  capital gain or income
of, the redeeming Trust Unitholder. Any amount so designated must be included in
the income of the redeeming Trust Unitholder and will be deductible by the Trust
in computing its net income under the Tax Act.

    Tax  Counsel  has been  advised  that the Trust  generally  intends  to make
sufficient  distributions  in each year (in cash or by way of  additional  Trust
Units) of its net income and claim a deduction in respect of such  distributions
so that the Trust generally will not be liable in such year for income tax under
the Tax Act; however, no assurance can be given in this regard.

TAXATION OF PDLP

    PDLP is not  subject  to tax  under  the Tax Act.  Each  Partner  of PDLP is
required to include in computing the Partner's income for a particular  taxation
year the Partner's share of the net income or loss,  including capital gains and
capital  losses,  as the case may be,  of PDLP for each  fiscal  period  of PDLP
(which will be the  calendar  year) ending on or before the  Partner's  taxation
year end, whether or not any of that income is distributed to the Partner in the
taxation year. For this purpose, the income or loss of PDLP will be computed for
each  fiscal  period as if PDLP were a  separate  person who is a  Resident.  In
computing the income or loss of PDLP,  deductions  will be claimed in respect of
its operating,  administrative and other expenses,  as permitted by the Tax Act.
The net  income or loss of PDLP for a fiscal  period  will be  allocated  to the
Partners,  including the Trust, on the basis of their  respective  share of that
net  income  or loss as  provided  in the PDLP  Limited  Partnership  Agreement,
subject to the detailed rules in the Tax Act in that regard.

TAXATION OF TRUST UNITHOLDERS

RESIDENTS

    The  following  portion of this summary  generally is  applicable to a Trust
Unitholder who at all relevant times is a Resident. The taxation of Non-Resident
Trust Unitholders is described below under the heading "CERTAIN CANADIAN FEDERAL
INCOME TAX CONSIDERATIONS -- TAXATION OF TRUST UNITHOLDERS -- PERSONS OTHER THAN
RESIDENTS".

INCOME FROM TRUST UNITS

    A Trust Unitholder generally will be required to include in computing income
for a particular  taxation year of the Trust  Unitholder such portion of the net
income of the Trust for a  taxation  year as is paid or  becomes  payable to the
Trust  Unitholder in that particular  taxation year,  whether  received in cash,
additional Trust Units or otherwise.  Provided that appropriate designations are
made by the  Trust,  such  portion  of the net income of the Trust as is paid or
becomes payable to a Trust  Unitholder that represents net taxable capital gains
or taxable dividends  received from taxable Canadian  corporations  (directly or
indirectly through PDLP) effectively will retain its character and be treated as
such in the hands of the Trust Unitholder.  Accordingly,  in the case of a Trust
Unitholder  who is an  individual,  such amounts in respect of dividends will be
included in determining the Trust  Unitholder's  entitlement to the dividend tax
credit. Such amounts designated as dividends in respect of the Trust Unitholders
that are corporations will be included in income,  but an equal amount generally
may be deducted in computing  taxable income,  subject to the limitations in the
Tax Act. In addition,  such amounts  designated as dividends  generally  will be
subject to the 33 1/3% refundable tax under Part IV of the Tax Act in respect of
the Trust Unitholders that are "private corporations" and "subject corporations"
within the meaning of the Tax Act. All other income of the Trust that is paid or
becomes payable to a Trust Unitholder, generally, will be considered income from
property,  irrespective of its source. Any loss of the Trust for the purposes of
the Tax Act cannot be allocated  to, and cannot be treated as, a loss of a Trust
Unitholder.

    Since the net income of the Trust will be  distributed on a monthly basis, a
purchaser  of a Trust Unit may become  taxable on a portion of the net income of
the Trust  accrued or realized by the Trust in a month before the time the Trust


                                       57
<PAGE>

Unit was purchased  but which was not paid or made payable to Trust  Unitholders
until the end of the month and after the time the Trust  Unit was  purchased.  A
similar  result  may apply on an annual  basis in  respect  of a portion  of net
taxable capital gains accrued or realized by the Trust in a year before the time
the  Trust  Unit  was  purchased  but  which  is paid or made  payable  to Trust
Unitholders at year end and after the time the Trust Unit was purchased.

    Any  amount in excess of the net income of the Trust that is paid or payable
by the Trust to a Trust  Unitholder in a year  generally will not be included in
the Trust Unitholder's income for the year, including the non-taxable portion of
net realized capital gains of the Trust (being one half thereof). However, where
such an amount becomes payable to a Trust Unitholder,  other than as proceeds of
disposition of Trust Units or fractions thereof, the ACB of the Trust Units held
by such Trust Unitholder will be reduced by such amount.  To the extent that the
ACB of a Trust Unit would  otherwise be less than nil, the negative  amount will
be deemed to be a capital gain of a Trust Unitholder from the disposition of the
Trust Unit in the year in which the negative  amount arises,  and the ACB of the
Trust  Unit to the  Trust  Unitholder  at the  commencement  of the  immediately
following  year  will be nil.  Trust  Units  issued to a Trust  Unitholder  as a
non-cash  distribution  of income  will have a cost  equal to the amount of such
income.

    The ACB to a Trust Unitholder of a Trust Unit generally will be equal to the
average of the cost of all Trust Units held by the Trust  Unitholder and will be
reduced by certain distributions as described above.

DISPOSITION OF TRUST UNITS

    Upon the disposition or deemed  disposition by a Trust Unitholder of a Trust
Unit, whether on redemption,  sale or otherwise,  the Trust Unitholder generally
will realize a capital gain (or a capital loss) equal to the amount by which the
proceeds of disposition  exceeds (or is less than) the Trust Unitholder's ACB of
the Trust Unit and any reasonable costs of disposition.  Proceeds of disposition
will not include an amount payable by the Trust that is otherwise required to be
included  in  the  Trust  Unitholder's  income.  Trust  Units  issued  to  Trust
Unitholders  under a distribution  reinvestment  plan generally will have a cost
equal to the amount of the distribution.

    A redemption of Trust Units in consideration for cash,  Redemption Notes, or
other property of the Trust distributed IN SPECIE, as the case may be, will be a
disposition of such Trust Units for proceeds equal to the amount of such cash or
the FMV of such  consideration,  less any income or capital gain realized by the
Trust in  connection  with the  redemption  of those  Trust Units which has been
designated  by the  Trust to the  Trust  Unitholder.  The  Declaration  of Trust
provides that the Trustees have the  discretion to designate  certain net income
and any  capital  gain  realized by the Trust as a result of the  redemption  of
Trust Units to the Trust  Unitholder  redeeming  Trust Units as is reasonable in
the  circumstances.  The Trust  Unitholder will be required to include in income
any such net income so designated. Redeeming Trust Unitholders consequently will
realize a  capital  gain (or a capital  loss)  equal to the  amount by which the
proceeds  of  disposition  (less  any  portion  thereof  that  is  considered  a
distribution  of the Trust's  income) exceeds (or is less than) the aggregate of
the Trust  Unitholder's  ACB of the  Trust  Units  and any  reasonable  costs of
disposition.

    Where a Trust  Unitholder  that is a  corporation  or a trust  (other than a
mutual fund trust) disposes of a Trust Unit, the Trust Unitholder's capital loss
from the  disposition  generally will be reduced by the amount of dividends from
taxable Canadian  corporations  previously  designated by the Trust to the Trust
Unitholder except to the extent that a loss on a previous disposition of a Trust
Unit has been reduced by such dividends. Similar rules apply where a corporation
or trust  (other  than a mutual fund  trust) is a member of a  partnership  that
disposes of Trust Units.

    A capital gain or capital loss realized by a Trust Unitholder and the amount
of any net taxable capital gains designated by the Trust in respect of the Trust
Unitholder  generally will be treated as described below under "CERTAIN CANADIAN
FEDERAL INCOME TAX  CONSIDERATIONS -- TAXATION OF TRUST UNITHOLDERS -- RESIDENTS
- -- TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES".

    Property  received  as a result of  redemption  of Trust  Units may not be a
qualified  investment  for Exempt  Plans and RESPs for  purposes of the Tax Act,
which could give rise to adverse  consequences to a particular Exempt Plan, RESP
or the annuitant or beneficiary thereunder. Exempt Plans or RESPs that own Trust
Units should  consult their own tax advisors  before  deciding to exercise their
right to redeem Trust Units.

    The cost of any Redemption  Note  distributed by the Trust or other property
of the Trust  distributed  IN SPECIE  by the  Trust to a Trust  Unitholder  upon
redemption  of Trust  Units will be equal to the FMV of the  Redemption  Note or
other  consideration at the time of the  distribution  less any accrued interest
thereon.  A Trust Unitholder will be required to include in income interest on a
Redemption  Note  (including  interest  that  had  accrued  to the  date  of the
acquisition of a Redemption  Note) in accordance  with the provisions of the Tax
Act. To the extent that a Trust  Unitholder is required to include in income any
interest that had accrued prior to the date of the  acquisition  of a Redemption
Note, an offsetting deduction will be available.


                                       58
<PAGE>

TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES

    Under the Tax Act, one half of any capital gain realized by a Shareholder or
Trust  Unitholder and the amount of any net taxable capital gains  designated by
the Trust in respect of a Trust  Unitholder  will be included  in such  holder's
income as a taxable capital gain.  Subject to certain  specific rules in the Tax
Act,  one half of any  capital  loss  realized by such a  Shareholder,  or Trust
Unitholder  generally is deducted from any taxable capital gains realized by the
Shareholder or Trust  Unitholder in the year of  disposition or allocation,  and
any excess may be deducted  against  taxable  capital  gains in any of the three
preceding taxation years or in any subsequent taxation year.

    A Shareholder or Trust Unitholder that throughout the relevant taxation year
is a "Canadian-controlled  private corporation",  as defined in the Tax Act, may
be liable to pay an additional  refundable  tax of 6 2/3% on certain  investment
income, including taxable capital gains.

    A  capital  loss  realized  on  the  disposition  of  a  Common  Share  by a
Shareholder  that is a  corporation  may be reduced  by the amount of  dividends
received or deemed to be received by the Shareholder to the extent and under the
circumstances  prescribed  by the Tax Act.  Similar  rules may  apply  where the
corporation  is a member of a partnership  or a beneficiary of a trust that owns
Common  Shares  or where a trust or  partnership,  of which a  corporation  is a
beneficiary  or a member,  is a member of a partnership  or a  beneficiary  of a
trust that owns Common Shares.  A capital loss realized on the  disposition of a
Trust Unit by a Trust  Unitholder  that is a corporation  or trust (other than a
mutual fund trust),  whether  directly or as a member of a  partnership,  may be
reduced  in  respect of certain  distributions  to the Trust  Unitholder  out of
dividends  received by the Trust  directly or through PDLP and designated by the
Trust  in  respect  of  the  Trust  Unitholder  to  the  extent  and  under  the
circumstances  described  in the Tax Act.  Holders  to whom  these  rules may be
relevant should consult their own tax advisors.

MINIMUM TAX

    Net income of the Trust that is paid or payable to a Trust  Unitholder  that
is designated as taxable  dividends or as net taxable  capital gains, as well as
capital gains  realized on the  disposition  of capital  property such as Common
Shares,  Trust Units or Weatherford  Shares may increase the holder's  liability
for minimum tax if the holder is an individual.

REGISTERED PENSION FUNDS OR PLANS AND PENSION CORPORATIONS

    On March 23,  2004,  the  Minister  of Finance  (Canada)  announced  certain
proposals to restrict direct and indirect  holdings in certain  "business income
trusts" (as defined in such proposals) by certain tax-exempt investors including
trusts  governed  by  registered  pension  plans and pension  corporations  (the
"PENSION  FUND  PROPOSALS").  Pursuant to the Pension  Plan  Proposals,  certain
investors, including registered pension funds or plans and pension corporations,
will be liable  to a  penalty  tax  commencing  in 2005 if they hold  units of a
business income trust or restricted  investment property in excess of the limits
described  in the Pension  Plan  Proposals.  On May 18,  2004,  the  Minister of
Finance (Canada)  announced that the Pension Plan Proposals will be suspended to
allow  consultation  with  representatives  of the pension  fund  industry,  the
investment  industry,  provincial  governments  and  other  interested  parties.
Following such consultations, the Minister of Finance (Canada) has indicated the
Government  will issue  legislative  proposals.  It is not clear  whether  these
proposals  will  result  in tax  consequences  to  Trust  Unitholders  that  are
materially  different  from  those  disclosed  in  this  Information   Circular.
Prospective  Trust  Unitholders  that are  registered  pension plans and pension
corporations  should  consult  their own tax advisors  regarding  the income tax
considerations applicable to them in their particular circumstances.

PERSONS OTHER THAN RESIDENTS

    The  following  portion of this summary  generally is applicable to a person
who is not a  Resident  who does not use or hold,  and is not  deemed  to use or
hold,  Common Shares or Trust Units in connection with carrying on a business in
Canada. Special rules, which are not discussed herein, may apply to a person who
is not a  Resident  that is an  insurer  carrying  on  business  in  Canada  and
elsewhere.

TAXATION OF CAPITAL GAINS

    A person  who is not a Resident  generally  will not be subject to tax under
the Tax Act in respect of any capital gain realized on a  disposition  or deemed
disposition  of a Common Share or Trust Unit  (whether the  disposition  of such
Trust  Unit is on a sale,  redemption,  by virtue of  capital  distributions  in
excess of the  holder's  ACB or  otherwise)  unless  such  property  constitutes
"taxable  Canadian  property"  for  purposes of the Tax Act of the holder and no
relief is available to the holder under an applicable income tax convention.


                                       59
<PAGE>

TAXABLE CANADIAN PROPERTY

    A Common  Share  generally  will not be  considered  to be taxable  Canadian
property of a holder unless, at any time during the 60 month period that ends at
the time of the  disposition of such share,  25% or more of the issued shares of
any class of shares of  Precision  were owned by (or the subject of an option or
interest  held by) the holder,  by persons  with whom the holder did not deal at
arm's length or by any  combination  thereof.  Under  certain  circumstances,  a
Common Share may be deemed to be taxable Canadian property under the Tax Act.

    A Trust  Unit  generally  will  not be  considered  to be  taxable  Canadian
property of a  Non-Resident  Trust  Unitholder  unless  either:  (i) at any time
during  the 60 month  period  that ends at the time of the  disposition  of such
Trust Unit, 25% or more of the issued Trust Units were owned by the Non-Resident
Trust Unitholder, by persons with whom the Non-Resident Trust Unitholder did not
deal at  arm's  length  or by any  combination  thereof;  or (ii) at the time of
disposition, the Trust is not a "mutual fund trust" as defined in the Tax Act.

    If a Common  Share  or Trust  Unit of a  holder  that is not a  Resident  is
considered  to be  taxable  Canadian  property,  on the  disposition  or  deemed
disposition  thereof,  the capital  gain (or  capital  loss)  generally  will be
treated in the manner described above under "CERTAIN CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS  -- TAXATION OF TRUST  UNITHOLDERS  --  RESIDENTS  -- TAXATION OF
CAPITAL GAINS AND CAPITAL LOSSES".  However, an applicable income tax convention
may provide  relief from  Canadian tax on any such capital gain  realized by the
holder.

    NON-RESIDENT  TRUST  UNITHOLDERS  SHOULD  CONSULT  THEIR  OWN  CANADIAN  TAX
ADVISORS BEFORE DISPOSING OF OR REQUESTING REDEMPTION OF THEIR TRUST UNITS.

TRUST DISTRIBUTIONS

    All amounts  that the Trust pays or credits,  or is deemed to pay or credit,
to a Non-Resident  Trust Unitholder,  other than amounts designated by the Trust
to be net taxable  capital  gains,  as well as any amount that can reasonably be
considered to be a  distribution  of or derived from a dividend  received by the
Trust from a corporation that is a Resident other than a taxable dividend, which
otherwise would be included in the income of such Non-Resident  Trust Unitholder
(determined  in  accordance  with  the Tax  Act)  will be  subject  to  Canadian
withholding tax at a rate of 25% of the gross amount  thereof,  unless such rate
is reduced  under an applicable  income tax  convention  between  Canada and the
Non-Resident  Trust  Unitholder's   jurisdiction  of  residence.   The  rate  of
withholding tax is reduced to 15% where such distributions are paid or credited,
or deemed to be paid or credited,  to those  Non-Resident  Trust Unitholders who
are  residents of the United  States under the  Canada-United  States Income Tax
Convention, 1980, as amended.

    The Trust is required to maintain a special "TCP gains  balance" (as defined
in the Tax Act) account to which it will add its capital gains from dispositions
of  "taxable  Canadian  property"  (as defined in the Tax Act) and from which it
will deduct its capital losses from such dispositions and the amount of all "TCP
gains distributions" (as defined in the Tax Act) made by the Trust. If the Trust
pays an amount to a Non-Resident Trust Unitholder,  makes a designation to treat
that  amount  as a  taxable  capital  gain,  and the  total  of all  amounts  so
designated by the Trust in a taxation year to Non-Resident Trust Unitholders and
to partnerships other than "Canadian  partnerships" (as defined in the Tax Act),
exceeds five percent of all amounts so  designated  by the Trust in the taxation
year to all Trust  Unitholders,  such  portion of that amount as does not exceed
the Non-Resident  Trust  Unitholder's pro rata portion of the Trust's "TCP gains
balance" account  effectively  will be subject to the same Canadian  withholding
tax as described above for  distributions  of income (other than taxable capital
gains).

    Based in part on representations of the Trust as to certain factual matters,
a Trust Unit should not be a "Canadian  property  mutual  fund  investment"  (as
defined  in the  Tax  Act) at the  Effective  Date so  that  all  other  amounts
distributed by the Trust that are not described  above to a  Non-Resident  Trust
Unitholder should not be subject to withholding tax under Part XIII.2 of the Tax
Act.

                     NON-CANADIAN INCOME TAX CONSIDERATIONS

    This  Information  Circular  does not contain a summary of the  non-Canadian
income tax  consequences  of the Arrangement on  Optionholders,  Shareholders or
Trust  Unitholders  who are subject to tax outside of Canada,  other than United
States federal income tax considerations.  Such holders should consult their tax
advisors with respect to the tax implications of the Arrangement,  including any
associated filing requirements, in such jurisdictions.


                                       60
<PAGE>

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

    The following is a general discussion of certain material anticipated United
States  federal  income tax  considerations  relevant to the  exchange of Common
Shares for AcquisitionCo Weatherford Notes and AcquisitionCo Trust Notes and the
exchange of such notes for Trust Units,  Weatherford Shares and the Special Cash
Payment pursuant to the Arrangement. This discussion is intended to be a general
description of certain United States federal income tax considerations  relevant
to a U.S. Holder,  defined below.  This discussion is based on the provisions of
the Code, its legislative history and regulations,  the administrative  policies
published by the United States Internal Revenue Services  ("IRS"),  and judicial
decisions, all of which are subject to change, possibly with retroactive effect.
The discussion of the consequences of the Arrangement  relies on the accuracy of
the information contained in this Information  Circular.  Any inaccuracy of such
information  could  affect  the  conclusions  expressed  below.  There can be no
assurance  that the IRS will not take a  contrary  view to the  consequences  or
matters  described  below, and no ruling from the IRS has been or will be sought
regarding the tax consequences of the Arrangement. This discussion does not take
into  account  the tax laws of any state and local  jurisdictions  of the United
States or any foreign jurisdictions.

    The  following  discussion  assumes  that the  Common  Shares  are held as a
capital asset (as defined in Section 1221 of the Code). This discussion  applies
only to a holder of Common  Shares  that is:  (i) a citizen or  resident  of the
United States,  (ii) a corporation  (or other entity taxable as a  corporation),
created or organized in or under the laws of the United States, any State of the
United  States or the District of Columbia,  (iii) an estate the income of which
is subject to federal income  taxation  regardless of its source or (iv) a trust
if a court within the United States is able to exercise primary supervision over
the  administration  of such  trust and one or more  United  States  persons  as
described in Section  7701(a)(30)  of the Code has the  authority to control all
substantial  decisions of such trust (a "U.S. HOLDER").  Holders other than U.S.
Holders  (including  partnerships) are advised to consult their own tax advisors
regarding the tax considerations incident to the Arrangement.  In addition, this
discussion  does not purport to deal with all aspects of United  States  federal
income  taxation that might be relevant to particular  U.S.  Holders in light of
their  personal  investment  circumstances  or status,  nor does it discuss  the
United States federal income tax  consequences to certain types of U.S.  Holders
that may be subject to special rules under the United States  federal income tax
laws,  such as financial  institutions,  persons  owning 10% or more (by vote or
value) of the Common  Shares of  Precision,  or persons that hold Common  Shares
that are a hedge against, or that are hedged against,  currency risk or that are
part of a  straddle  or  conversion  transaction,  or persons  whose  functional
currency is not the United States dollar. Accordingly,  holders of Common Shares
to which this section  applies are urged to consult their own tax advisors as to
the specific United States federal income tax consequences of the Arrangement to
them as well as any  additional  U.S.  federal,  state,  local or  non-U.S.  tax
consequences of the Arrangement in their particular circumstances.

NOTICE PURSUANT TO IRS CIRCULAR 230

    The discussion  under the heading  "Certain United States Federal Income Tax
Considerations"  is not intended or written by Precision or by its counsel to be
used,  and  cannot be used,  by any  person  for the  purpose  of  avoiding  tax
penalties  that may be imposed  under U.S. tax laws.  The  discussion  under the
heading "Certain United States Federal Income Tax Considerations" is provided to
support the  promotion,  marketing or  recommendation  by Precision of the Trust
Units.  Each  taxpayer  should seek advice  based on the  taxpayer's  particular
circumstances  from an  independent  tax advisor  concerning  the  potential tax
consequences of the Arrangement and an investment in the Trust Units.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

THE EXCHANGE

RECEIPT OF TRUST UNITS

    As part of the  Arrangement,  U.S. Holders will transfer their Common Shares
to  AcquisitionCo   in  exchange  for   AcquisitionCo   Weatherford   Notes  and
AcquisitionCo  Trust Notes,  which notes will then be exchanged for Trust Units,
Weatherford  Shares and the Special  Cash  Payment.  For United  States  federal
income tax purposes,  these transactions  should be characterized as though U.S.
Holders have transferred  their Common Shares to the Trust in exchange for Trust
Units and their  pro-rata  share of  Weatherford  Shares  and the  Special  Cash
Payment  (the  "EXCHANGE").  The  receipt by U.S.  Holders of Trust Units in the
Exchange will  generally not result in United States federal income tax to those
U.S.  Holders that hold less than 5% (directly and by  attribution) of the total
Common Shares outstanding at the time of the Exchange. U.S. Holders that hold at
least 5% of the total Common Shares outstanding at the time of the Exchange must
enter into a gain recognition agreement with the IRS as a condition for avoiding
current  recognition  of gain  with  respect  to  Trust  Units  received  in the
Exchange.


                                       61
<PAGE>

    The aggregate tax basis of the Trust Units received by a U.S.  Holder in the
Exchange should be the aggregate basis of the Common Shares  exchanged  therefor
and the  holding  period of the Trust  Units  received  by a U.S.  Holder in the
Exchange  should  include  the  holding  period of the Common  Shares  exchanged
therefor.  A U.S.  Holder's  tax basis of the Trust  Units may be  reduced  as a
result of receiving  Weatherford  Shares and cash.  (See "CERTAIN  UNITED STATES
FEDERAL  INCOME TAX  CONSIDERATIONS  -- RECEIPT  OF  WEATHERFORD  SHARES AND THE
SPECIAL CASH PAYMENT".)

RECEIPT OF WEATHERFORD SHARES AND THE SPECIAL CASH PAYMENT

    Receipt of Weatherford  Shares and the Special Cash Payment by U.S.  Holders
on repayment of the  AcquisitionCo  Weatherford  Notes should,  to the extent of
current  or  accumulated  earnings  and  profits  of  Precision,  result  in the
recognition  of  dividend  income  in the  amount  of the fair  market  value of
Weatherford  Shares and the amount of the cash received.  To the extent that the
fair market value of Weatherford  Shares and the amount of cash received exceeds
Precision's current or accumulated earnings and profits, it will be treated as a
nontaxable  return of capital to the  extent of the U.S.  Holder's  basis in the
Common Shares  (thereby  increasing the amount of gain, or decreasing the amount
of loss, to be recognized by the U.S. Holder on a subsequent  disposition of the
Trust Units),  and thereafter as a taxable  capital gain.  Precision  intends to
provide U.S. Holders with information with respect to its current or accumulated
earnings  and  profits to allow  such  holders to  determine  the United  States
federal income tax consequences to them of the receipt of Weatherford Shares and
the Special Cash Payment.

    In the case of a payment in Canadian  dollars  that is not  converted by the
U.S. Holder into U.S. dollars on the date of receipt,  the U.S. Holder will have
a tax basis in the Canadian dollars equal to their U.S. dollar value on the date
of  receipt.  Any  gain  or  loss  recognized  on a  subsequent  sale  or  other
disposition of such Canadian  dollars,  including an exchange for U.S.  dollars,
will be ordinary income or loss.

    Distributions  treated  as  dividends  as  described  above  generally  will
constitute  ordinary income that is foreign source "passive  income" for foreign
tax credit purposes,  which could reduce the amount of foreign tax credit that a
U.S.  Holder may claim.  The Code applies  various  limitations on the amount of
foreign tax credit that may be claimed by a United States  taxpayer.  Because of
the complexity of those  limitations,  a U.S.  Holder should consult its own tax
advisor with respect to the amount of the foreign taxes that may be claimed as a
credit.  Distributions paid by Precision on the Common Shares will not generally
be eligible for the "dividends received" deduction.

    Distributions treated as dividends may qualify (provided holding periods and
other requirements are met) under the JOBS AND GROWTH TAX RELIEF  RECONCILIATION
ACT OF 2003  (effective  for taxable  years  after  December  31,  2002  through
December 31, 2008) as qualified dividend income eligible for the reduced maximum
rate to individuals of generally 15% (5% for individuals in lower tax brackets).
Qualified dividend income is, in general,  dividend income from taxable domestic
corporations  and  certain  foreign  corporations  (e.g.,   generally,   foreign
corporations  incorporated  in a possession  of the United  States or in certain
countries with a comprehensive tax treaty with the United States,  or, the stock
of which is readily tradable on an established  securities  market in the United
States).  Precision  expects that dividends it pays to individual  U.S.  Holders
will be eligible for these reduced rates.

    All US  Shareholders  are urged to consult their own tax advisors  regarding
the particular tax consequences to them of the Exchange.

THE TRUST

    The Trust intends to elect to be treated as a corporation  for United States
federal income tax purposes.

TRUST UNITS

    For  United  States  federal  income  tax  purposes,  the Trust  Units  will
represent equity interests in a corporation.

DISTRIBUTIONS WITH RESPECT TO TRUST UNITS

    A U.S.  Holder that receives a distribution  with respect to the Trust Units
generally  will be  required to include  the gross  amount of such  distribution
(without  reduction  for any Canadian tax withheld) in gross income as a taxable
dividend to the extent  such  distribution  is paid from the Trust's  current or


                                       62
<PAGE>

accumulated  earnings  and profits as  determined  under United  States  federal
income  tax  principles.   The  Trust  intends  to  provide  U.S.  Holders  with
information  with respect to its current or accumulated  earnings and profits to
allow  such  holders  to  determine  the  United  States   federal   income  tax
consequences to them of any distributions  made with respect to the Trust Units.
A U.S. Holder must include in income an amount equal to the United States dollar
value of such distributions on the date of receipt based on the exchange rate on
such date. A U.S. Holder generally will be entitled to a foreign tax credit,  or
deduction,  for United States federal income tax purposes, in an amount equal to
any  Canadian tax  withheld.  U.S.  Holders  should note that the portion of any
distribution  by the Trust  treated as a dividend for Canadian  withholding  tax
purposes  may not equal the  portion of such  distribution  treated as  dividend
income for United States federal income tax consequences.

    To the extent that  distributions  received by a U.S. Holder with respect to
the Trust Units exceed the Trust's current or accumulated  earnings and profits,
they will be  treated  first as a return  of  capital  up to such U.S.  Holder's
adjusted  tax  basis  in the  Trust  Units,  and  then as gain  from the sale or
exchange  of the Trust  Units.  In the case of a  distribution  paid in Canadian
dollars that is not converted by the U.S.  Holder into U.S.  dollars on the date
of receipt,  the U.S. Holder will have a tax basis in the Canadian dollars equal
to their U.S.  dollar value on the date of receipt.  Any gain or loss recognized
on a subsequent sale or other disposition of such Canadian dollars, including an
exchange for U.S. dollars, will be ordinary income or loss.

SALE OR EXCHANGE OF TRUST UNITS

    A U.S. Holder who sells Trust Units generally will recognize gain or loss in
an amount  equal to the  difference,  if any between the amount  realized on the
sale (or its U.S. dollar equivalent, determined by reference to the spot rate of
exchange on the date of  disposition,  if the amount  realized is denominated in
Canadian  dollars) and such U.S. Holder's adjusted tax basis in the Trust Units.
Subject to the  following  discussion  of the Trust's being treated as a passive
foreign investment company,  any gain or loss recognized by a U.S. Holder on the
sale of Trust  Units held as capital  assets  will be  long-term  or  short-term
capital gain or loss,  depending on whether the U.S.  Holder has held such Trust
Units for more than one year.  Such gain or loss  generally  will be  treated as
United  States  source  income or loss for  United  States  foreign  tax  credit
purposes.

PASSIVE FOREIGN INVESTMENT COMPANIES

    Certain foreign  corporations  may constitute  "passive  foreign  investment
companies" within the meaning of the Code. The rules governing  "passive foreign
investment  companies"  can  have  significant  tax  effects  on  U.S.  Holders.
Distributions constituting "excess distributions," as defined in Section 1291 of
the Code, from a passive foreign  investment  company and dispositions of shares
(or Trust  Units) of a passive  foreign  investment  company  are subject to the
highest rate of tax on ordinary income in effect and to an interest charge based
on the value of the tax deferred  during the period  during which the shares (or
Trust Units) are owned.  The Trust does not anticipate that it will be a passive
foreign investment company within the meaning of the Code and does not intend to
provide U.S.  Holders  with  information  as to its status as a passive  foreign
investment  company or to comply  with any record  keeping,  reporting  or other
requirements of the Code.

    U.S.  Holders  should  consult  with a tax advisor  with  respect to how the
passive foreign investment company rules affect their tax situation.

UNITED STATES BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

    United States backup withholding tax and information reporting  requirements
apply to certain  payments to certain  noncorporate  U.S.  Holders.  Information
reporting generally will apply to payments of distributions on and proceeds from
the sale or  redemption of Trust Units made within the United States to a holder
(other than an "exempt recipient",  including a corporation, a payee that is not
a United States person who provides appropriate  certification and certain other
persons).  The payor will be required to withhold backup  withholding tax on any
payments  within the  United  States on a Trust Unit to a holder of a Trust Unit
that is a United  States  person,  other  than an  exempt  recipient,  such as a
corporation,  if the holder fails to furnish its correct taxpayer identification
number or otherwise  fails to comply with, or establish an exemption  from,  the
backup   withholding   requirements.   Payments  within  the  United  States  of
distributions on a Trust Unit or proceeds from a sale, exchange or redemption to
a holder of a Unit,  that is not a United  States  person will not be subject to
backup withholding tax and information reporting  requirements if an appropriate
certification is provided by the holder to the payor and the payor does not have
actual  knowledge or a reason to know that the  certificate  is  incorrect.  The
backup withholding tax rate is 28% through year 2010.



                                       63
<PAGE>

                        INFORMATION CONCERNING THE TRUST

GENERAL

    The Trust is an unincorporated  open-ended  investment trust governed by the
laws of Alberta and created  pursuant to the Declaration of Trust.  The head and
principal  office of the  Trust is  located  at 4200,  150 -- 6th  Avenue  S.W.,
Calgary,  Alberta,  T2P 3Y7.  The  Trust was  established  for the  purposes  of
acquiring or investing  directly or  indirectly in the  securities of PDLP,  the
General  Partner,  AmalgamationCo  or any associate or affiliate  thereof or any
other entity  involved in any business  which involves the provision of contract
drilling,  service rigs,  snubbing,  rentals and related services to oil and gas
exploration and production companies.

    Unitholders  will be the sole  beneficiaries of the Trust. The Trust will be
the sole shareholder of the General Partner.

    The Trust will not be  managed by a third  party  manager.  Pursuant  to the
Administration  Agreement the  administration  of the Trust will be delegated to
AmalgamationCo.   See  "INFORMATION   CONCERNING  THE  TRUST  --  ADMINISTRATION
AGREEMENT".

    The Trust will become a reporting issuer in certain  Canadian  jurisdictions
and will become subject to the informational  reporting  requirements  under the
securities laws of those jurisdictions as a result of the Arrangement.

ACTIVITIES OF THE TRUST

    The Trust's operations and activities are restricted to:

        (a) acquiring,  investing in,  holding,  transferring,  disposing of and
    otherwise  dealing with  securities of whatever nature or kind (other than a
    general  partnership  interest) of, or issued by, PDLP, the General Partner,
    AmalgamationCo  or any  associate or  affiliate  of any  thereof,  or of, or
    issued  by,  any  other  corporation,  partnership,  trust or  other  person
    involved,  directly  or  indirectly,  in any  business  which  involves  the
    provision of contract drilling,  service rigs, snubbing, rentals and related
    services to oil and gas exploration and production  companies and such other
    investments  as the Trustees may determine  from time to time, and to borrow
    funds and issue debt  securities,  directly or indirectly,  for that purpose
    and enter into hedging arrangements in relation to its own indebtedness;

        (b) acquiring, holding, maintaining,  improving, leasing or managing any
    real property (or interest in real property) that is capital property of the
    Trust for  purposes of the Tax Act,  and  borrowing  funds and issuing  debt
    securities for these  purposes,  directly or  indirectly,  and entering into
    hedging arrangements in relation to its own indebtedness;

        (c)  temporarily  holding  cash and  other  short  term  investments  in
    connection  with and for the purposes of the Trust's  activities,  including
    paying  administration  and trust expenses,  paying any amounts  required in
    connection  with the  redemption  of Trust Units or other  securities of the
    Trust and making distributions to holders of Trust Units and borrowing funds
    and issuing debt securities for those purposes, directly or indirectly;

        (d) issuing Trust Units,  Special  Voting Units and other  securities of
    the Trust  (including  warrants,  options,  subscription  receipts  or other
    rights to acquire  Trust Units or other  securities  of the Trust),  for the
    purposes of:

        (i) obtaining funds to conduct the activities described above, including
    raising funds for further acquisitions;

        (ii) repaying any indebtedness or borrowings of the Trust;

        (iii)   establishing   and   implementing   unitholder   rights   plans,
    distribution reinvestment plans, Trust Unit purchase plans, incentive option
    plans or other  compensation  plans, if any,  established by the Trust or an
    affiliate of the Trust; and

        (iv)  making  non-cash  distributions  to  holders  of  Trust  Units  as
    contemplated by the Declaration of Trust including in specie redemptions and
    distributions   pursuant  to  distribution   reinvestment   plans,  if  any,
    established by the Trust;

        (e) guaranteeing the obligations of its affiliates  pursuant to any good
    faith  debt for  borrowed  money or any other  obligation  incurred  by such
    entity in good  faith for the  purpose  of  carrying  on its  business,  and
    pledging  securities  and other  property owned by the Trust as security for
    any  obligations  of  the  Trust,   including  obligations  under  any  such
    guarantee.  The  Trust  may only  provide  a  guarantee  in  respect  of the
    indebtedness  of  another  person  if  the  Trust  will  not,   directly  or
    indirectly,  receive  any  fees or other  consideration  for  providing  the
    guarantee and the Trustees have determined that such guarantee forms part of
    the core investment undertakings of the Trust; provided that the Trust shall
    not, in any event,  provide a guarantee  which would result in the Trust not
    being considered a "unit trust" or a "mutual fund trust" for purposes of the
    Tax Act;


                                       64
<PAGE>

        (f) granting security in any form, over any or all of the Trust's assets
    to secure any or all of the obligations of the Trust;

        (g) repurchasing or redeeming  securities of the Trust,  including Trust
    Units,  subject to the provisions of the Declaration of Trust and applicable
    law;

        (h)  carrying  out  any of  the  transactions,  and  entering  into  and
    performing  any of  the  obligations  of  the  Trust  under  any  agreements
    contemplated by the Declaration of Trust;

        (i) engaging in all  activities  ancillary or incidental to any of these
    activities; and

        (j) undertaking such other  activities or taking such actions  including
    investing in  securities  as shall be approved by the Trustees  from time to
    time,

provided that the Trust shall not, in any event,  undertake  any activity,  take
any action,  or make any  investment  which would  result in the Trust not being
considered a "unit trust" or a "mutual fund trust" for purposes of the Tax Act.

    The Trustees may declare  payable to the Trust  Unitholders  on a particular
Distribution  Record  Date all or any part of the Cash Flow of the Trust for the
Distribution  Period  including that  Distribution  Record Date. It is currently
anticipated  that the only  income  to be  received  by the  Trust  will be from
distributions  on the PDLP A Units.  The  Trust  expects  to make  monthly  cash
distributions to Trust Unitholders  commencing on the Distribution  Payment Date
in the month following the Effective Date. See "DISTRIBUTION POLICY".

STRATEGY OF THE TRUST

    The Trust will employ a strategy to: (a) provide Trust  Unitholders  with an
annual  cash-on-cash  yield  by  making  monthly  cash  distributions  to  Trust
Unitholders;  (b) enable  AmalgamationCo to maintain  AmalgamationCo's  existing
assets, and any additional assets acquired either by AmalgamationCo or any other
operating entities owned, directly or indirectly, by the Trust, in a manner that
provides  predictable  cash flow; and (c) enable  AmalgamationCo,  and any other
operating entities owned,  directly or indirectly,  by the Trust, to continue to
expand its business through development, expansion and acquisition opportunities
that  will  provide  long-term  stable  cash  flows  and be  accretive  to Trust
Unitholders.

TRUSTEES

    On Closing, the Trust will have a minimum of three Trustees and a maximum of
eleven Trustees,  the majority of whom must be Residents at all times. Under the
terms of the Declaration of Trust, the initial board of Trustees will consist of
three  members.  See  "TRUSTEES,  DIRECTORS AND  MANAGEMENT".  The Trustees will
supervise the activities and manage the affairs of the Trust.

    The Declaration of Trust provides that, subject to its terms and conditions,
the Trustees will have full,  absolute and exclusive power,  control,  authority
and discretion over the trust assets and over, and management of, the affairs of
the Trust to the same extent as if the Trustees were the sole and absolute legal
and beneficial owners of the trust assets.  Subject only to express  limitations
in the Declaration of Trust, the Trustees' powers and authorities include:

    o   acting for, voting on behalf of and  representing  the Trust as a holder
        of the PDLP A Units and other securities of the Trust;

    o   maintaining records and providing reports to Unitholders;

    o   supervising  the activities and managing the  investments and affairs
        of the Trust; and

    o   effecting payments of distributions from the Trust to Unitholders.

    Any one or more of the Trustees  may resign upon 30 days  written  notice to
the Trust and may be removed by an Ordinary  Resolution and the vacancy  created
by such  removal  may be filled  at the same  meeting,  failing  which it may be
filled by the affirmative vote of a quorum of the Trustees.

    Trustees  will be appointed at each annual  meeting of  Unitholders  to hold
office for a term expiring at the close of the next annual meeting.  A quorum of
the Trustees will be a majority of the Trustees then holding office.  A majority


                                       65
<PAGE>

of the Trustees may fill a vacancy in the Trustees,  except a vacancy  resulting
from an increase in the number of Trustees or from a failure of the  Unitholders
to elect  the  required  number  of  Trustees.  In the  absence  of a quorum  of
Trustees,  or if the  vacancy has arisen  from a failure of the  Unitholders  to
elect the required number of Trustees, the Trustees will promptly call a special
meeting of the  Unitholders  to fill the vacancy.  If the Trustees  fail to call
that meeting or if there are no Trustees then in office, any Unitholder may call
the  meeting.  Except as otherwise  provided in the  Declaration  of Trust,  the
Trustees  may,  between  annual  meetings  of  Unitholders,  appoint one or more
additional  Trustees to serve until the next annual meeting of Unitholders,  but
the number of additional  Trustees will not at any time exceed  one-third of the
number  of  Trustees  who  held  office  at the  expiration  of the  immediately
preceding annual meeting of Unitholders.

    The Declaration of Trust provides that the Trustees must act honestly and in
good faith with a view to the best  interests of the Trust and will exercise the
degree of care,  diligence  and skill that a  reasonably  prudent  person  would
exercise in comparable  circumstances.  The  Declaration  of Trust provides that
each  Trustee will be entitled to  indemnification  from the Trust in respect of
the exercise of the Trustee's  power and the discharge of the Trustee's  duties,
provided  that the Trustee  acted  honestly and in good faith with a view to the
best  interests  of the Trust or, in the case of a  criminal  or  administrative
action or proceeding that is enforced by a monetary  penalty,  where the Trustee
had reasonable grounds for believing that his or her conduct was lawful.

ADMINISTRATION AGREEMENT

    On the  Effective  Date,  the  Trust  and PD  Amalco  will  enter  into  the
Administration  Agreement.  Under the terms of the Administration  Agreement, PD
Amalco,  and  then  AmalgamationCo  following  the  Amalgamation,  will  provide
administrative and support services to the Trust including,  without limitation,
those necessary to (i) ensure compliance by the Trust with continuous disclosure
obligations  under  applicable  securities  legislation,  (ii) provide  investor
relations  services,  (iii) provide or cause to be provided to  Unitholders  all
information to which  Unitholders  are entitled under the  Declaration of Trust,
including  relevant  information with respect to financial  reporting and income
taxes,  (iv) call and hold  meetings  of  Unitholders  and  distribute  required
materials,  including notices of meetings and information circulars,  in respect
of all such meetings,  (v) assist the Trustees in calculating  distributions  to
Unitholders,  (vi) attend to all  administrative  and other  matters  arising in
connection  with any  redemption  of Units,  (vii)  ensure  compliance  with the
Trust's  limitations  on  non-resident  ownership,  if  applicable,  and  (viii)
generally  provide all other services as may be necessary or as may be requested
by the Trustees.  AmalgamationCo  will charge the Trust for such  administrative
and support  services in an amount equal to  AmalgamationCo's  cost of providing
such services plus 5%.

    The Administration Agreement will have an initial term of 10 years, and will
be renewable for two additional  three year terms at the option of the Trust and
AmalgamationCo.  The Administration  Agreement may be terminated by either party
in the event of the  insolvency or  receivership  of the other party,  or in the
case of default by the other party in the  performance of a material  obligation
under  the  Administration  Agreement,  with  certain  exceptions,  which is not
remedied within 30 days after written notice has been delivered.

CONFLICT OF INTEREST RESTRICTIONS AND PROVISIONS

    The  Declaration of Trust contains  "conflict of interest"  provisions  that
serve to protect  Unitholders  without creating undue  limitations on the Trust.
The Declaration of Trust contains provisions,  similar to those contained in the
ABCA,  that require each Trustee to disclose to the Trust,  as  applicable,  any
interest in a material  contract or transaction or proposed material contract or
transaction  with the  Trust,  or the fact that such  person  is a  director  or
officer of, or otherwise  has a material  interest in, any person who is a party
to  a  material  contract  or  transaction  or  proposed  material  contract  or
transaction  with the Trust.  In any case, a Trustee who has made  disclosure to
the  foregoing  effect is not entitled to vote on any  resolution to approve the
contract or  transaction  unless the  contract or  transaction  is one  relating
primarily to (i) his or her  remuneration  as a Trustee or officer of the Trust,
as applicable,  (ii) insurance or indemnity,  or (iii) a contract or transaction
with an affiliate.

                  DECLARATION OF TRUST AND DESCRIPTION OF UNITS

    The Trust was created pursuant to the Declaration of Trust. The following is
a summary which does not purport to be complete of the material  attributes  and
characteristics  of the  Trust  Units  and  Special  Voting  Units  and  certain
provisions of the Declaration of Trust.  Reference is made to the Declaration of
Trust for the full text of its  provisions  and a  complete  description  of the
Trust Units and Special Voting Units.


                                       66
<PAGE>

TRUST UNITS AND SPECIAL VOTING UNITS

TRUST UNITS

    An unlimited number of Trust Units may be created and issued pursuant to the
Declaration  of Trust.  Each Trust Unit shall entitle the holder  thereof to one
vote at any meeting of the  Unitholders or in respect of any written  resolution
of Unitholders  and  represents an equal  undivided  beneficial  interest in any
distribution  from the Trust (whether of income,  net realized  capital gains or
other amounts) and in any net assets of the Trust in the event of termination or
winding-up of the Trust. All Trust Units shall rank among themselves equally and
rateably  without  discrimination,  preference or priority,  whatever may be the
actual date or terms of issue thereof.  Each Trust Unit is transferable,  is not
subject to any conversion or pre-emptive  rights and entitles the holder thereof
to  require  the Trust to  redeem  any or all of the  Trust  Units  held by such
holder.  See below under "DECLARATION OF TRUST AND DESCRIPTION OF UNITS -- TRUST
UNIT REDEMPTION RIGHT".

    The Trust Units do not represent a traditional  investment and should not be
viewed by  investors  as  "shares"  in either  AmalgamationCo  or the Trust.  As
holders of Trust Units, the Trust Unitholders will not have the statutory rights
normally  associated  with ownership of shares of a corporation  including,  for
example, the statutory right to bring "oppression" or "derivative"  actions. The
price per Trust Unit will be a function of anticipated distributable income from
AmalgamationCo  and the ability of  AmalgamationCo to effect long term growth in
the value of the Trust. The market price of the Trust Units will be sensitive to
a variety of market  conditions  including,  but not limited to, interest rates,
commodity  prices and the  ability of the Trust to  acquire  additional  assets.
Changes in market conditions may adversely affect the trading price of the Trust
Units. See "RISK FACTORS".

    The Trust Units are not "deposits"  within the meaning of the CANADA DEPOSIT
INSURANCE  CORPORATION  ACT (Canada) and are not insured under the provisions of
that act or any other legislation. Furthermore, the Trust is not a trust company
and, accordingly, is not registered under any trust and loan company legislation
as it does not carry on or intend to carry on the business of a trust company.

LIMITED LIABILITY

    The  Declaration of Trust  provides that no  Unitholder,  in its capacity as
such, shall incur or be subject to any liability,  direct or indirect,  absolute
or contingent, in contract or in tort or of any other kind to any person, and no
resort will be had to, nor will  recourse or  satisfaction  be sought from,  the
private  property of any Unitholder for any liability  whatsoever,  including in
connection with the Trust's assets, the obligations or the activities or affairs
of the  Trust,  any actual or  alleged  act or  omission  of the  Trustees,  any
transaction  entered  into by the  Trustees  or any  taxes,  levies,  imposts or
charges or fines,  penalties or interest in respect thereof payable by the Trust
or by the Trustees. In the event that a court determines Unitholders are subject
to any such liabilities,  the liabilities will be enforceable only against,  and
will be  satisfied  only out of, the  Unitholder's  share of the Trust's  assets
represented by its Trust Units.

    The INCOME TRUSTS  LIABILITY ACT (Alberta)  came into force on July 1, 2004.
The legislation provides that a unitholder will not be, as a beneficiary, liable
for any act,  default,  obligation  or liability of the  trustee(s)  that arises
after the legislation came into force.

    However,  this  legislation  has not yet  been  ruled on by the  courts.  In
addition, the Declaration of Trust provides that the Trustees and the Trust must
make all reasonable  efforts to include as a specific term of any obligations or
liabilities being incurred by the Trust or the Trustees, a contractual provision
to the  effect  that none of the  Unitholders  or the  Trustees  shall  have any
personal  liability or obligations in respect thereof.  The omission of any such
statement  shall not  render any of such  parties  liable to any person for such
omission.

    Notwithstanding  the terms of the Declaration of Trust,  Unitholders may not
be protected  from  liabilities of the Trust to the same extent a shareholder is
protected from the  liabilities of a  corporation.  Personal  liability may also
arise in respect of claims  against the Trust (to the extent that claims are not
satisfied by the Trust) that do not arise under  contracts,  including claims in
tort,  claims for taxes and possibly  certain other statutory  liabilities.  The
possibility  of any personal  liability to Unitholders of this nature arising is
considered  unlikely in view of the fact that the sole  activity of the Trust is
to hold securities,  and all of the business operations  currently carried on by
Precision will be carried on by  AmalgamationCo,  either directly or indirectly.
See "RISK FACTORS -- UNITHOLDER LIMITED LIABILITY".

    The activities of the Trust and AmalgamationCo,  will be conducted, upon the
advice of counsel, in such a way and in such jurisdictions as to avoid as far as
possible any material risk of liability to the  Unitholders  for claims  against
the Trust, including by obtaining appropriate insurance,  where available and to
the extent  commercially  feasible,  for the  operations of  AmalgamationCo  and
having  contracts  signed by or on behalf of the Trust include a provision  that
such obligations are not binding upon Unitholders personally.


                                       67
<PAGE>

SPECIAL VOTING UNITS

    In order to allow the Trust flexibility in pursuing corporate  acquisitions,
and for purposes of the  Arrangement,  the  Declaration  of Trust allows for the
creation of special  voting units which will enable the Trust to provide  voting
rights to holders of Exchangeable  LP Units. As a result,  a Special Voting Unit
to be issued pursuant to the Plan to the Voting and Exchange Trustee will enable
the holders of Exchangeable LP Units to be issued by PDLP to vote at meetings of
Unitholders.

    Special voting units may be created and issued  pursuant to the  Declaration
of Trust to a voting and exchange trustee. The Special Voting Unit to be created
and issued pursuant to the Arrangement will be issued to the Voting and Exchange
Trustee.  The  holder of a special  voting  unit  (including  in  respect of the
Special  Voting  Unit),  shall not be entitled  to any  interest or share in the
distributions  or net  assets of the Trust and shall  only be  entitled  to such
number of votes at  meetings of  Unitholders  as is equal to the number of Trust
Units into which the  Exchangeable  LP Units to which such  special  voting unit
relates are exchangeable or convertible.

    Under the terms of the Voting and Exchange Trust  Agreement,  the Trust will
issue the Special Voting Unit to the Voting and Exchange Trustee for the benefit
of every person who receives  Exchangeable LP Units pursuant to the Arrangement.
The Voting and Exchange  Trustee  will be  obligated to vote the Special  Voting
Unit at meetings of Unitholders  pursuant to the  instructions of the holders of
Exchangeable LP Units.  However,  if no instructions are provided by the holders
of Exchangeable LP Units, the votes  associated  therewith in the Special Voting
Unit will be withheld from voting.

    The Special Voting Unit will be subject to such other rights and limitations
as may be  determined  by the  Trustees  at the time of  issuance of the Special
Voting  Unit.  The  Declaration  of Trust  provides  that upon the  exchange  of
Exchangeable  LP Units for Trust Units,  the entitlement to vote pursuant to the
Special  Voting  Unit will be  eliminated  in respect of those  Exchangeable  LP
Units. See "INFORMATION CONCERNING PDLP -- VOTING AND EXCHANGE TRUST AGREEMENT".

ISSUANCE OF UNITS

    The Declaration of Trust provides that Units,  including  rights,  warrants,
options or other  securities  convertible  into or exchangeable for Trust Units,
may be created,  issued,  sold and delivered on such terms and conditions and at
such times as the Trustees may determine. The Declaration of Trust also provides
that the  Trustees may  authorize  the creation and issuance of any type of debt
securities or convertible debt securities of the Trust from time to time on such
terms and conditions to such persons and for such  consideration as the Trustees
may determine.

PURCHASE OF UNITS

    The Trust may from time to time purchase for cancellation some or all of the
Units (or other securities of the Trust which may be issued and outstanding from
time to time) in the market,  by private  agreement or upon any recognized stock
exchange on which such Units are traded or  pursuant to tenders  received by the
Trust upon  request  for  tenders  addressed  to all holders of record of Units,
provided in each case that the Trustees have  determined that such purchases are
in the best interests of the Trust. Any such purchases may constitute an "issuer
bid" under Canadian provincial  securities  legislation and must be conducted in
accordance with the applicable  requirements thereof. A Unitholder will not have
the right at any time to require the Trust to purchase such Unitholder's Units.

TRUST UNIT REDEMPTION RIGHT

    Trust Units are redeemable at any time on demand by the holders thereof upon
delivery  to  the  Trust  of a  duly  completed  and  properly  executed  notice
requesting the Trust to redeem Trust Units. Upon receipt of the notice to redeem
Trust Units by the Trust,  the holder thereof shall thereafter cease to have any
rights with respect to the Trust Units  tendered for  redemption  (other than to
receive the redemption  payment  therefor  unless the redemption  payment is not
made as required) including the right to receive any distributions thereon which
are declared  payable on a date subsequent to the day of receipt by the Trust of
the notice requesting redemption.



                                       68
<PAGE>

CASH REDEMPTION

    Upon receipt by the Trust of the notice to redeem Trust Units, the tendering
Trust  Unitholder  will thereafter be entitled to receive a price per Trust Unit
(the "MARKET  REDEMPTION  PRICE")  equal to the lesser of: (a) 90% of the Market
Price per Trust Unit on the  principal  stock  exchange on which the Trust Units
are listed (or, if the Trust Units are not listed on any such  exchange,  on the
principal  market on which the Trust  Units are quoted for  trading)  during the
period of the last ten trading days  immediately  prior to the date on which the
Trust Units were tendered for  redemption;  and (b) the Closing  Market Price on
the  principal  stock  exchange  on which the Trust Units are listed (or, if the
Trust  Units are not listed on any such  exchange,  on the  principal  market on
which the Trust  Units are quoted for  trading) on the date that the Trust Units
were tendered for redemption.

    The aggregate Market Redemption Price payable by the Trust in respect of the
Trust  Units  surrendered  for  redemption  during any  calendar  month shall be
satisfied  by way of a  cash  payment  on the  last  day of the  calendar  month
following the month in which the Trust Units were tendered for redemption.

    Trust  Unitholders  will not receive cash upon the redemption of their Trust
Units if:

        (a) the total amount payable by the Trust in respect of such Trust Units
    and all other Trust Units tendered for redemption in the same calendar month
    exceeds  $50,000;  provided that the Trustees may, in their sole discretion,
    waive such  limitation in respect of all Trust Units tendered for redemption
    in any calendar month. If this limitation is not so waived,  the Trust Units
    tendered for  redemption in such  calendar  month shall be redeemed for cash
    based on the Market  Redemption Price and, unless any applicable  regulatory
    approvals are required,  by a distribution  in specie of the Trust's assets,
    which may include  Redemption  Notes (as defined below) or other assets held
    by the Trust, on a pro-rata basis;

        (b) at the time  such  Trust  Units are  tendered  for  redemption,  the
    outstanding  Trust  Units are not listed for trading on the TSX or traded or
    quoted on any stock exchange or market which the Trustees consider, in their
    sole opinion, provides representative FMV prices for the Trust Units;

        (c) the normal  trading of the Trust Units is suspended or halted on any
    stock exchange on which the Trust Units are listed for trading or, if not so
    listed,  on any market on which the Trust Units are quoted for  trading,  on
    the date that such Trust Units tendered for redemption  were tendered to the
    Trust for  redemption  or for more than five trading days during the ten day
    trading period prior to the date on which such Trust Units were tendered for
    redemption; or

        (d) the  redemption  of Trust Units will result in the  delisting of the
    Trust  Units on the  principal  stock  exchange on which the Trust Units are
    listed.




                                       69
<PAGE>

IN SPECIE REDEMPTION

    If a Trust Unitholder is not entitled to receive cash upon the redemption of
Trust Units as a result of one or more of the foregoing  limitations,  then each
Trust Unit tendered for redemption  will,  subject to any applicable  regulatory
approvals, be redeemed by way of a distribution in specie.

    In such  circumstances,  the Support  Agreement will provide that,  upon the
direction  of  the  Trustees,   PDLP  will  request  partial  repayment  of  the
AmalgamationCo  Debt and use the funds  received  therefrom to subscribe for new
notes from  AmalgamationCo  (the "REDEMPTION NOTES") with a 15 year maturity and
that  will  bear  interest  at a market  rate to be  determined  by the board of
directors of AmalgamationCo,  payable monthly in arrears on the 15th day of each
calendar month that such Redemption Note is outstanding.

    Pursuant to the terms of the Support  Agreement,  PDLP will  distribute  the
Redemption  Notes to the Trust as the  holder of PDLP A Units and the Trust will
distribute  these  Redemption  Notes  to  the  redeeming  Trust  Unitholders  in
satisfaction of the Market Redemption Price.

    Pursuant to the terms of the  Support  Agreement,  AmalgamationCo  will have
agreed to enter  into a note  indenture,  prior to  issuance  of the  Redemption
Notes,  that  will set out the  definitive  terms of the  Redemption  Notes  and
provide  for a note  trustee.  The  Support  Agreement  will  provide  that  the
Redemption  Notes will be direct,  subordinated  obligations  of  AmalgamationCo
ranking subordinate to all senior unsecured indebtedness.  The Support Agreement
will further provide that the note indenture governing the Redemption Notes must
contain events of default that are market standard for notes of this nature, the
occurrence  of which will  result in the  principal  and any  accrued and unpaid
interest  on the  Redemption  Notes  being  immediately  due  and  payable.  See
"INFORMATION CONCERNING PDLP -- SUPPORT AGREEMENT -- TRUST UNIT REDEMPTION".

    Rather than  distributing  Redemption  Notes in  satisfaction  of the Market
Redemption  Price for Trust Units tendered for  redemption in the  circumstances
described  above, the Trustees may,  provided certain  conditions have been met,
determine  to  satisfy  the  Market  Redemption  Price  by way  of an  alternate
distribution  in specie to redeeming Trust  Unitholders.  In order to make an in
specie  distribution  other than Redemption Notes to redeeming Trust Unitholders
or for the Trust to redeem Trust Units with its own  indebtedness,  the Trustees
must  have  received  both  a  written  opinion  of  tax  counsel  that  such  a
distribution  of Trust assets does not have a material  adverse  effect on other
Trust Unitholders and a written opinion from a financial advisor that such Trust
assets  being  distributed  in lieu of  Redemption  Notes  would  be  reasonably
considered to be financially equivalent in value to Redemption Notes.

    Where the Trust makes a distribution in specie of any assets of the Trust on
the  redemption of Trust Units by a Trust  Unitholder,  the Trustees  retain the
discretion  to  designate  to the account of such Trust  Unitholder  any capital
gains  realized by the Trust or income of the Trust  arising as a result of such
redemption and distribution.

    It is anticipated  that the redemption right described above will not be the
primary  mechanism  for holders of Trust Units to dispose of their Trust  Units.
Redemption  Notes or other  Trust  assets that may be  distributed  in specie to
Trust  Unitholders  in  connection  with a redemption  will not be listed on any
stock  exchange,  no market is expected to develop in Redemption  Notes or other
Trust  assets and they may be subject to resale  restrictions  under  applicable
securities  laws.  Redemption Notes or other Trust assets so distributed may not
be qualified  investments for Exempt Plans depending on the circumstances at the
time. See "CERTAIN  CANADIAN  FEDERAL INCOME TAX  CONSIDERATIONS  -- TAXATION OF
TRUST UNITHOLDERS -- RESIDENTS -- DISPOSITION OF TRUST UNITS".

    The aggregate Market Redemption Price payable by the Trust in respect of the
Trust Units  surrendered for redemption  during any calendar month shall be paid
by the transfer,  to or to the order of the Trust  Unitholder  who exercised the
right of redemption,  on the last day of the calendar month  following the month
in which the Trust Units were tendered for  redemption,  of Redemption  Notes or
Trust assets, as the case may be.

MEETINGS OF UNITHOLDERS

    The  Declaration  of Trust  provides  that meetings of  Unitholders  must be
called  and held for,  among  other  matters,  the  election  of  Trustees,  the
appointment or removal of the auditors of the Trust,  the approval of amendments
to the  Declaration of Trust (except as described  below under  "DECLARATION  OF
TRUST AND DESCRIPTION OF UNITS -- AMENDMENTS TO THE DECLARATION OF TRUST"),  the
sale of all or  substantially  all of the Trust's assets and the  dissolution or
termination  of the  Trust.  Meetings  of  Unitholders  will be called  and held
annually for, among other things,  the election of Trustees and the  appointment
of the  auditors  of the  Trust.  For a  description  of the  Trustees  and  the
committees thereof, see "TRUSTEES, DIRECTORS AND MANAGEMENT".


                                       70
<PAGE>

    A meeting of Unitholders  may be convened at any time and for any purpose by
the  Trustees  and  must  be  convened,  except  in  certain  circumstances,  if
requisitioned  by the  holders of not less than 5% of all votes  entitled  to be
voted at a meeting of Unitholders  (including the votes attached to Exchangeable
LP Units by virtue of the  Special  Voting  Unit) by a  written  requisition.  A
requisition  must, among other things,  state in reasonable  detail the business
purpose for which the meeting is to be called.

    Subject to the Voting and Exchange  Trust  Agreement,  only  Unitholders  of
record may attend and vote at all meetings of Unitholders either in person or by
proxy and a proxyholder need not be a Unitholder.  Two persons present in person
or  represented  by proxy and  representing  in the aggregate at least 5% of the
votes  attaching  to all  outstanding  Units shall  constitute  a quorum for the
transaction  of business at all such  meetings.  For the purposes of determining
such  quorum,  the  Special  Voting  Unit  shall  be  regarded  as  representing
outstanding  Trust Units  equivalent in number to the number of  Exchangeable LP
Units represented by proxy by the Voting and Exchange Trustee at such meeting.

    The  Declaration of Trust contains  provisions as to the notice required and
other  procedures  with  respect  to the  calling  and  holding of  meetings  of
Unitholders in accordance with the requirements of applicable laws.

LIMITATION ON NON-RESIDENT OWNERSHIP

    It is in the best interest of Unitholders that the Trust always qualify as a
"mutual fund trust" under the Tax Act and in order to ensure the  maintenance of
such status the Declaration of Trust provides, in part, that:

        (a) if determined necessary or desirable by the Trustees,  in their sole
    discretion,  the Trust may, from time to time, among other things,  take all
    necessary  steps to monitor the activities of the Trust and ownership of the
    Trust Units.  If at any time the Trust or the Trustees become aware that the
    activities of the Trust and/or ownership of the Trust Units by Non-Residents
    may  threaten the status of the Trust under the Tax Act as a "unit trust" or
    a "mutual fund trust",  the Trust, by or through the Trustees on the Trust's
    behalf, is authorized to take such action as may be necessary in the opinion
    of the  Trustees to maintain  the status of the Trust as a "unit trust" or a
    "mutual  fund  trust"  including,  without  limitation,  the  imposition  of
    restrictions  on the issuance by the Trust of Trust Units or the transfer by
    any Unitholder of Trust Units to a  Non-Resident  and/or require the sale of
    Trust Units by  Non-Residents  on a basis  determined by the Trustees and/or
    suspend  distribution  and/or other rights in respect of Trust Units held by
    Non-Residents  transferred  contrary to the foregoing provisions or not sold
    in accordance with the requirements thereof; and

        (b) in addition to the foregoing,  the transfer agent of Trust Units, by
    or through the Trustees  may, if  determined  appropriate  by the  Trustees,
    establish operating procedures for, and maintain, a reservation system which
    may limit the number of Trust Units that  Non-Residents  may hold, limit the
    transfer  of the  legal  or  beneficial  interest  in  any  Trust  Units  to
    Non-Residents  unless selected through a process  determined  appropriate by
    the Trustees,  which may either be a random selection process or a selection
    process based on the first to register, or such other basis as determined by
    the Trustees.  The operating  procedures relating to such reservation system
    shall be determined by the Trustees and, prior to implementation,  the Trust
    shall  publicly  announce the  implementation  of the same.  Such  operating
    procedures may, among other things,  provide that any transfer of a legal or
    beneficial  interest in any Trust Units  contrary to the  provisions of such
    reservation system may not be recognized by the Trust.

AMENDMENTS TO THE DECLARATION OF TRUST

    On or before the Effective  Date, the Trustees will execute and deliver such
indentures  or  instruments  supplemental  to the  Declaration  of  Trust  or in
restatement thereof,  which may add to, delete, amend, vary or change any of the
provisions  of the  Declaration  of Trust and as may be necessary to give proper
effect to the intent and purpose of the Arrangement.

    The Trustees may,  without the consent,  approval or  ratification of any of
the Unitholders, amend the Declaration of Trust at any time:

        (a) for the purpose of ensuring the Trust's  continuing  compliance with
    applicable  laws,  regulations  or  policies of any  governmental  authority
    having jurisdiction over the Trustees or the Trust;

        (b)  in a  manner  which,  in the  opinion  of  the  Trustees,  provides
    additional protection for the Unitholders;

        (c) in a manner which,  in the opinion of the Trustees,  is necessary or
    desirable as a result of changes in Canadian tax laws;



                                       71
<PAGE>

        (d) to remove any conflicts or  inconsistencies  in the  Declaration  of
    Trust  or to  make  minor  corrections  which  are,  in the  opinion  of the
    Trustees, necessary or desirable and not prejudicial to the Unitholders; or

        (e) to change the situs of, or the laws  governing,  the Trust which, in
    the opinion of the  Trustees is  desirable  in order to provide  Unitholders
    with the benefit of any legislation limiting their liability.

TERM OF THE TRUST

    The Unitholders may vote by Special Resolution to terminate the Trust at any
meeting of the  Unitholders  duly called for that purpose,  following  which the
Trustees  shall  commence  to  wind-up  the  affairs  of the  Trust  (and  shall
thereafter be restricted to only such activities).

    Unless  the  Trust  is  earlier  terminated  or  extended  by  vote  of  the
Unitholders,  the Trustees shall commence to wind-up the affairs of the Trust on
such date as may be determined  by the  Trustees,  being not more than two years
prior to the earlier of  September  21, 2105 and the date which is one day prior
to the  date,  if any,  the  Trust  would  otherwise  be void by  virtue  of any
applicable rule against perpetuities then in force in Alberta. In the event that
the Trust is wound-up,  the Trustees will sell and convert into money the assets
of the  Trust in one  transaction  or in a series of  transactions  at public or
private sales and do all other acts appropriate to liquidate the property of the
Trust, and shall in all respects act in accordance with the directions,  if any,
of the Unitholders (in respect of termination  authorized  pursuant to a Special
Resolution).  After paying,  retiring or discharging or making provision for the
payment, retirement or discharge of all known liabilities and obligations of the
Trust and providing for indemnity against any other outstanding  liabilities and
obligations,  the Trustees shall,  subject to obtaining all necessary regulatory
approvals,  distribute  the  remaining  part of the  proceeds of the sale of the
assets  together with any cash forming part of the Trust's assets pro-rata among
the Trust Unitholders.

TAKE-OVER BIDS

    The  Declaration  of  Trust  contains  provisions  to the  effect  that if a
take-over bid, as defined under the Securities  Act, is made for the Trust Units
and not less than 90% of the Trust Units  (including  Trust Units  issuable upon
the conversion,  exercise or exchange of any securities  exchangeable into Trust
Units but not including any Trust Units held at the date of the take-over bid by
or on behalf of, or issuable to, the offeror or an affiliate or associate of the
offeror) are taken up and paid for by the offeror,  the offeror will be entitled
to acquire the Trust Units and  Exchangeable LP Units held by Trust  Unitholders
who did not accept the take-over bid on the terms offered by the offeror.

INFORMATION AND REPORTS

    The  financial  statements  of the  Trust  will be  audited  annually  by an
independent  recognized firm of chartered  accountants.  The Trust will send (or
make available if sending is not required under  applicable  securities laws) to
Unitholders  the audited  financial  statements of the Trust,  together with the
report  of such  chartered  accountants,  and the  unaudited  interim  financial
statements of the Trust within the periods prescribed by securities legislation.
The year end of the Trust shall be December 31.

    The Trust will be subject to the continuous disclosure obligations under all
applicable securities legislation.

AUDITORS

    The auditors of the Trust will be KPMG LLP, Chartered Accountants, 1200, 205
- -- 5th Avenue S.W., Calgary, Alberta, T2P 4B9.


                               DISTRIBUTION POLICY

GENERAL

    The Trust will adopt a policy of making regular  monthly cash  distributions
on each  Distribution  Payment  Date  to  Trust  Unitholders  of  record  on the
preceding  Distribution  Record Date, with the first such payment expected to be
made on the Distribution Payment Date of the month following the Effective Date.
If all conditions are met to complete the Arrangement at the time in the Meeting
it is expected that the Effective  Date will be on or about November 7, 2005. It
is expected that the initial monthly  Distributions will be approximately  $0.24
per Trust  Unit.  In  addition,  the  Declaration  of Trust  provides  that,  if
necessary,  on December of each year,  the Trust will make an additional  amount
payable  such that the Trust will not be liable for  ordinary  income  taxes for
such year. The Trustees will review the Trust's distribution policy from time to
time.  The actual  amount  distributed  will be  dependent  on various  economic
factors and is at the discretion of the Trustees.  The anticipated  distribution


                                       72
<PAGE>

policy targets the use of  approximately  70% of available cash for distribution
to Trust  Unitholders.  Based upon current  economic factors and the size of the
Trust's capital budget,  it is expected that the remaining  approximately 30% of
cash available for distribution will fund the Trust's annual capital expenditure
program.

DISTRIBUTION REINVESTMENT PLAN

    The Trust may, if deemed appropriate,  in the future,  subject to regulatory
approval,  adopt a  distribution  reinvestment  plan,  pursuant  to which  Trust
Unitholders  would  be  entitled  to elect to have  distributions  of the  Trust
automatically  reinvested  in  additional  Trust Units at a price per Trust Unit
calculated  by reference to a weighted  average of the trading  prices for Trust
Units on the TSX.  If such a plan is adopted,  it is  anticipated  no  brokerage
commissions  will be payable in connection  with the purchase of Trust Units and
all administrative costs will be borne by the Trust.

PRO FORMA DISTRIBUTABLE CASH

    The following is a summary of selected pro forma  financial  information for
the Trust.  It  reflects  funds  generated  from the assets  owned,  directly or
indirectly,  by  AmalgamationCo  following  the  completion  of the  Weatherford
Transaction, the sale of CEDA International Corporation and the Arrangement, for
the periods indicated.

    Management of the Trust and Precision  have provided the following  analysis
to assist  Shareholders  in analyzing the income of the Trust and the amounts of
Distributable  Cash that would have been available to the Trust for distribution
to Trust  Unitholders and holders of Exchangeable LP Units had the Trust been in
existence  for the year ended  December 31, 2004.  This analysis was prepared on
the assumption that the Arrangement had been completed,  that AmalgamationCo had
retained all of Precision's business, other than CEDA International  Corporation
and the assets sold to Weatherford and that the other transactions  contemplated
by the  Arrangement  had all been  completed  at the  beginning  of such period.
Although firm  commitments do not exist for all of the  administrative  expenses
and,  accordingly,  the  financial  effect  of the  inclusion  of all  necessary
administrative expenses is not at present determinable,  management of Precision
has,  based  on  its  review  of  the  amounts  of  these  expenses  in  similar
circumstances,  estimated that these expenses would not deviate  materially from
the amounts shown below.




                                       73
<PAGE>

    THE PRO  FORMA  INFORMATION  IS NOT A  FORECAST  OR A  PROJECTION  OF FUTURE
RESULTS.  THE ACTUAL RESULTS OF OPERATIONS OF THE TRUST FOR ANY PERIOD FOLLOWING
THE  EFFECTIVE  DATE  WILL  VARY FROM THE  AMOUNTS  SET  FORTH IN THE  FOLLOWING
ANALYSIS, AND THESE VARIATIONS MAY BE MATERIAL.

<TABLE>
<CAPTION>
                                                                                    PRO FORMA YEAR ENDED
                                                                                      DECEMBER 31, 2004
                                                                               ------------------------------
                                                                               (000S EXCEPT PER UNIT AMOUNTS)
<S>                                                                                      <C>
          Funds provided from operations(1)................................              $   384,107
          Deduct:
            Provision for maintenance capital expenditures(2)..............              $   112,770
                                                                                         -----------
          Cash available for distribution(3)...............................                  271,337
                                                                                         ===========
          Number of Trust Units and Exchangeable LP Units..................                  125,696
          Distributable Cash per Trust Unit and Exchangeable LP Unit
            for the period.................................................              $     2.16
          Distributable Cash per Trust Unit and Exchangeable LP Unit
            per month......................................................              $     0.18
</TABLE>

__________

NOTES:

(1) Funds  provided  from  operations  has been  defined as cash  provided  from
    operations  before  changes  in  non-cash  working  capital  items  and debt
    repayment premiums.

(2) Capital expenditures  represent  Precision's actual capital expenditures for
    2004.

(3) Cash  available for  distribution  is not  recognized by Canadian  generally
    accepted  accounting  principles  and is not  necessarily  comparable to the
    measurement  of  distributable  cash  available  for  distribution  in other
    similar  trust  entities.  Management  believes  that  in  addition  to  net
    earnings,  cash available for distribution is a useful supplemental  measure
    as it provides an indication of cash distributions to be made by the Trust.




                                       74
<PAGE>

                      PRO FORMA CAPITALIZATION OF THE TRUST

    The following table sets forth the pro forma  capitalization of the Trust as
at June 30, 2005,  both before and after giving effect to the  Arrangement  (all
amounts in $ thousands -- unaudited).

<TABLE>
<CAPTION>
                                                                            OUTSTANDING AS AT         OUTSTANDING AS AT
                                                                           JUNE 30, 2005 PRIOR       JUNE 30, 2005 AFTER
                                                                           TO GIVING EFFECT TO      GIVING EFFECT TO THE
                        DESIGNATION                     AUTHORIZED          THE ARRANGEMENT(2)        ARRANGEMENT(2)(3)
     --------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                      <C>
        Revolving Credit Facilities..............        335,000                       --                  72,000
        Long term Debt
          6.85% Series 1 debentures..............        200,000                  200,000                      --
          7.65% Series 2 debentures..............        150,000                  150,000                      --
          5.625% notes...........................        US 300,000               369,240                      --
                                                                              -----------
        Total long-term Debt.....................                                 719,240                  72,000
                                                                              -----------
        Total Debt...............................                                 719,240                  72,000
                                                                              -----------
        Shareholders'/Unitholders' equity:
          Share capital..........................        unlimited              1,301,886                      --
          Trust units............................        unlimited                     --                 895,257
          Exchangeable LP Units..................        unlimited                     --                  43,517
          Contributed Surplus....................                                  33,631                      --
          Cumulative translation adjustment......                                 (21,113)                     --
          Retained earnings......................                               1,206,052                      --
                                                                              -----------             -----------
        Total shareholders'/unitholders' equity..                               2,520,456                 938,774
                                                                              -----------             -----------
        Total capitalization.....................                               3,239,696               1,010,774
                                                                              ===========             ===========
</TABLE>

__________

NOTES:

(1) The pro  forma  number  of Trust  Units  outstanding  at June  30,  2005 was
    119,557,212.

(2) See  Appendices F and G for the Balance  Sheet as of September  22, 2005 and
    the pro forma  financial  statements,  respectively,  of Precision  Drilling
    Trust.

(3) Prior to the completion of the Arrangement  Precision will redeem all of its
    outstanding   debentures   consisting   of:  $200  million  6.85%  Series  1
    debentures,  $150 million  7.65% Series 2 debentures  and U.S.  $300 million
    5.625%  debentures,  in each case utilizing the early redemption  provisions
    available in the respective indentures.

    Precision  is  currently  in  negotiations  with  a  syndicate  of  Canadian
financial  institutions to establish a new credit facility of up to $600 million
(the  "CREDIT  FACILITY")  for  AmalgamationCo.  The Credit  Facility  will be a
committed,  three year revolving facility which will be used to fund the opening
debt position and for general corporate purposes, including capital expenditures
and future acquisitions. The Credit Facility will be unsecured and be subject to
customary terms and conditions for issuers of this nature,  including provisions
which  may  restrict  the  ability  of  the  Trust  to  make   distributions  to
Unitholders. The Credit Facility will be in place on Closing.





                                       75
<PAGE>

             SELECTED PRO FORMA FINANCIAL INFORMATION FOR THE TRUST

    The following is a summary of selected pro forma  financial  information for
the assets owned,  directly or indirectly,  on a consolidated basis by the Trust
following  the  completion  of the  Weatherford  Transaction,  the  sale of CEDA
International  Corporation and the Arrangement,  for the periods indicated.  The
following should be read in conjunction with the pro forma financial  statements
of the Trust and the notes  thereto  attached as  Appendix E to the  Information
Circular.

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED           YEAR ENDED
                                                                                JUNE 30, 2005         DECEMBER 31, 2004
                                                                              ----------------        -----------------
                                                                                  (UNAUDITED)            (UNAUDITED)
                                                                                    (000'S)                (000'S)
<S>                                                                             <C>                    <C>
                 Total Revenues..........................................       $   541,302            $  1,028,488
                 Direct operating, selling and administrative expenses...       $   336,439            $    641,337
                 Operating income........................................       $   205,381            $    395,251
                 Net earnings............................................       $   110,418            $    216,190
<CAPTION>

                                                                           AS AT
                                                                       JUNE 30, 2005
                                                                        (UNAUDITED)
                                                                           (000'S)
<S>                                                                   <C>
                                                 Total assets..       $   1,446,336
                                                 Total debt....       $      72,000
</TABLE>


                                       76
<PAGE>

                           INFORMATION CONCERNING PDLP

GENERAL

    PDLP is a  limited  partnership  formed  under the laws of the  Province  of
Manitoba. Following the completion of the Arrangement and the Amalgamation, PDLP
will hold all of the  common  shares of  AmalgamationCo  and the  AmalgamationCo
Debt.

    The  activities  of PDLP will consist of acquiring,  investing in,  holding,
transferring,   disposing  of  and   otherwise   dealing  with   securities   of
AmalgamationCo,  or any associate or affiliate  thereof,  or issued by any other
corporation,  partnership  (other  than a general  partnership),  trust or other
person  involved,  directly or  indirectly,  in any business  which involves the
provision of contract  drilling,  service  rigs,  snubbing,  rentals and related
services to oil and gas  exploration  and production  companies,  and such other
businesses as the board of directors of the General Partner may determine,  from
time to time, and activities ancillary and incidental thereto.

    Non-Residents and Tax-Exempts are not permitted to be a partner of PDLP.

    The General Partner is the managing  partner of PDLP. The General Partner is
a wholly-owned  subsidiary of the Trust. See "INFORMATION CONCERNING THE GENERAL
PARTNER".

    The General  Partner shall be entitled to receive,  and the General  Partner
will,  subject  to  applicable  law,  pay  itself  from  the  assets  of  PDLP a
distribution in each fiscal year equal to 0.001% of the net income of PDLP. Such
distributions  will be paid out of money,  assets or property  of PDLP  properly
applicable to the payment of distributions.

    PDLP may become a reporting  issuer in certain  Canadian  jurisdictions  and
will  become  subject  to the  informational  reporting  requirements  under the
securities  laws  of  such   jurisdictions  as  a  result  of  the  Arrangement.
Application will be made to the securities regulatory authorities for exemptions
from those  reporting  requirements.  Instead of complying with those  reporting
requirements  (which would include  filing  separate  financial  statements  for
PDLP),  the holders of Exchangeable LP Units will be provided with the documents
filed by the Trust pursuant to the information  reporting  requirements to which
the Trust is subject under applicable Canadian securities laws.

PARTNERSHIP UNITS

    PDLP is initially  authorized  to issue an unlimited  number of PDLP A Units
and  Exchangeable  LP Units.  The General  Partner may, in respect of PDLP, also
issue at any time units of any class or series or  secured  and  unsecured  debt
obligations,  debt obligations convertible into any class or series of units, or
options, warrants,  rights,  appreciation rights or subscription rights relating
to any class or series of units,  to the General  Partner,  to limited  partners
(which  shall  initially  be  the  Trust)  or  any  other  person  who  is not a
Non-Resident  and is not a  Tax-Exempt.  Each unit ranks equally with each other
unit of the same class or series  and  entitles  the holder  thereof to the same
rights  and  obligations  as the  holder of any other  unit of the same class or
series  and no  limited  partner  is  entitled  to any  privilege,  priority  or
preference  in relation to any other limited  partner  holding units of the same
class or series.  Certificates  for PDLP A Units and Exchangeable LP Units shall
be deposited  with the  transfer  agent for PDLP and may only be released on the
direction of the General Partner.

    In addition,  on a distribution  of assets in the event of the  liquidation,
dissolution  or winding-up of PDLP,  whether  voluntary or  involuntary,  or any
other  distribution  of the assets of PDLP among its Partners for the purpose of
winding-up  its affairs:  (a) the holders of PDLP A Units will be distributed an
amount equal to the aggregate of all of the  liabilities  of the Trust;  and (b)
the balance of the assets of PDLP will be distributed: (i) as to that proportion
of such  assets  equal to the result  obtained  by  dividing  the amount of such
assets by the sum of the number of Exchangeable LP Units and the number of Trust
Units, in each case as outstanding on the date of such distribution,  in respect
of each Exchangeable LP Unit  outstanding;  and (ii) as to the remaining portion
of such assets,  to the holders of PDLP A Units rateably in accordance  with the
number of PDLP A Units held thereby.


                                       77
<PAGE>


PDLP A UNITS

    Initially,  PDLP will have  outstanding only PDLP A Units, all of which will
be issued to and held by the Trust and which are only permitted to be issued to,
and held by, the Trust or an affiliate thereof.  Holders of PDLP A Units will be
entitled  to one vote for each  PDLP A Unit on any  Ordinary  LP  Resolution  or
Extraordinary  LP  Resolution  of PDLP.  A holder of PDLP A Units is entitled to
receive,  and the General Partner shall, subject to applicable law, from time to
time pay  distributions  on each PDLP A Unit as the General Partner  determines.
Such  distributions  will be paid  out of  money,  assets  or  property  of PDLP
properly  applicable to the payment of  distributions  or out of authorized  but
unissued PDLP A Units, as applicable.

EXCHANGEABLE LP UNITS

    PDLP will issue Exchangeable LP Units to Eligible  Shareholders who elect to
receive  Exchangeable  LP Units instead of Trust Units in partial  consideration
for their Common Shares pursuant to the Arrangement.

    The   Exchangeable  LP  Units  may  also  be  issued  in  respect  of  other
acquisitions  made by PDLP from time to time. The General  Partner shall ensure,
in good  faith  and in its sole  discretion,  the  economic  equivalence  of the
Exchangeable LP Units to the Trust Units of the Trust.

    The principal terms of the Exchangeable LP Units are:

        (a) the  Exchangeable LP Units will be exchangeable for Trust Units on a
    one-for-one  basis at the option of the holder in accordance  with the terms
    and  conditions  of the PDLP  Limited  Partnership  Agreement,  the  Support
    Agreement  and  the  Voting  and  Exchange  Trust  Agreement.  However,  the
    Exchangeable LP Units will not be exchangeable for a period of 180 days from
    the Effective Date, except with the consent of the board of directors of the
    General Partner. See below under "INFORMATION CONCERNING PDLP -- PARTNERSHIP
    UNITS -- EXCHANGEABLE LP UNITS -- EXCHANGE RIGHT";

        (b) each Exchangeable LP Unit will entitle the holder thereof to receive
    non-interest bearing loans from PDLP equal to cash distributions made by the
    Trust on a Trust  Unit.  See below  under  "INFORMATION  CONCERNING  PDLP --
    PARTNERSHIP UNITS -- EXCHANGEABLE LP UNITS -- DISTRIBUTION RIGHTS";

        (c) the holder of each  Exchangeable  LP Unit will be entitled to direct
    the  Voting and  Exchange  Trustee to vote the  Special  Voting  Unit at all
    meetings of Unitholders.  See "DECLARATION OF TRUST AND DESCRIPTION OF UNITS
    -- TRUST UNITS AND SPECIAL VOTING UNIT -- SPECIAL VOTING UNIT";

        (d) the holders of Exchangeable LP Units will not be entitled as such to
    receive  notice of or to attend any  meeting of the  partners  of PDLP or to
    vote at any such meeting.  However, holders of Exchangeable LP Units will be
    entitled to vote  separately  as a class in respect of  proposals to add to,
    change or remove any right, privilege, restriction or condition attaching to
    the  Exchangeable  LP Units or in  respect  of any  other  amendment  to the
    applicable  partnership  agreement  which will have an adverse impact on the
    holders  of  such  Exchangeable  LP  Units.  See  below  under  "INFORMATION
    CONCERNING  PDLP --  PARTNERSHIP  UNITS --  EXCHANGEABLE  LP UNITS -- VOTING
    RIGHTS"; and

        (e) the Exchangeable LP Units will not be transferable except as set out
    below  under   "INFORMATION   CONCERNING   PDLP  --  PARTNERSHIP   UNITS  --
    EXCHANGEABLE LP UNITS -- TRANSFER OF EXCHANGEABLE LP UNITS".

    The exchange, voting and distribution rights associated with Exchangeable LP
Units and the  associated  Special  Voting  Unit as  described  below in greater
detail will be subject to standard anti-dilution provisions.

DISTRIBUTION RIGHTS

    Holders of Exchangeable LP Units will be entitled to receive, and PDLP will,
subject  to  applicable  law,  on each  date on which  the  Trustees  declare  a
distribution on the Trust Units,  make a loan in respect of each Exchangeable LP
Unit:

        (a) in the case of a cash  distribution  declared on the Trust Units, in
    an  amount  in  cash  for  each  Exchangeable  LP  Unit  equal  to the  cash
    distribution declared on each Trust Unit; or

        (b) in the  case  of a  distribution  declared  on the  Trust  Units  in
    securities or property  other than cash or Trust Units, a loan in the amount
    equal to the value of such type and amount of  securities  or property as is


                                       78
<PAGE>

    the same as, or economically  equivalent to, the type and amount of property
    declared as a distribution on each Trust Unit.

    Any amount  loaned in respect of  Exchangeable  LP Units  pursuant  to these
distribution entitlements will not constitute a distribution of profits or other
compensation  by way of  income in  respect  of such  Exchangeable  LP Units but
rather will constitute a non-interest  bearing loan of the amount thereof, or in
the  case of  property,  a loan  in the  amount  equal  to the  FMV  thereof  as
determined in good faith by the board of directors of the General  Partner as of
the date of such loan, to the holder of the  Exchangeable LP Units receiving the
same, which loan will be repayable by such holder to PDLP on the earlier of: (a)
January 1 of the calendar year next following the loan; (b) the 5th Business Day
preceding any Insolvency  Event; (c) the Business Day prior to the redemption of
the  Exchangeable  LP Units in respect of which the loans were made (pursuant to
the Retraction  Right or any redemption by PDLP);  (d) the Business Day prior to
the  purchase  of the  Exchangeable  LP Units in respect of which the loans were
made pursuant to the Liquidation  Call Right;  and (e) the Business Day prior to
any other transfer of the Exchangeable LP Units in respect of which the loan was
made.  On the  date  on  which  the  loan  is  repayable  as  determined  in the
immediately preceding sentence, PDLP will make a distribution in respect of each
Exchangeable  LP Unit  equal to the  amount of the loan  outstanding  in respect
thereof. PDLP will set off and apply the amount of any such distribution against
the  obligations  of  any  holder  of  Exchangeable  LP  Units  under  any  loan
outstanding  in respect  thereof and each holder of  Exchangeable  LP Units will
have  the  right  to set off and  apply  any  amount  owed  by  such  holder  of
Exchangeable LP Units under any loan  outstanding in respect thereof against the
amount of any such distribution. See also "DISTRIBUTION POLICY".

TRANSFER OF EXCHANGEABLE LP UNITS

    No holder of  Exchangeable  LP Units may  sell,  assign,  encumber,  grant a
security  interest in, cause PDLP to redeem or otherwise  dispose of or transfer
(or permit any of the foregoing to occur),  whether voluntarily or involuntarily
or otherwise,  its Exchangeable LP Units, except in accordance with operation of
law or with respect to a re-registration of certificates evidencing Exchangeable
LP Units that does not involve a change in beneficial ownership.

RETRACTION RIGHT

    Pursuant to the Retraction  Right,  holders of Exchangeable LP Units will be
entitled at any time after 180 days from the  Effective  Date to require PDLP to
redeem  any or all of the  Exchangeable  LP Units  held by such  holder  for the
Retraction  Price,  which shall be  satisfied by PDLP causing to be delivered to
such holder the Exchangeable LP Unit  Consideration  representing the Retraction
Price.

    Holders of  Exchangeable LP Units may effect such redemption by presenting a
certificate or  certificates to the General Partner or the transfer agent as may
be specified by PDLP representing the number of Exchangeable LP Units the holder
desires  to have PDLP  redeem  together  with  such  other  documents  as may be
required  to effect  the  redemption  of  Exchangeable  LP Units  under the PDLP
Limited Partnership  Agreement and such additional  documents and instruments as
the transfer  agent for the  Exchangeable  LP Units and the General  Partner may
reasonably  require  to effect the  redemption  together  with a duly  completed
Retraction Request.

    PDLP will  thereafter  cause the  Exchangeable LP Unit  Consideration  to be
delivered to the holder of the Exchangeable LP Units.  For greater clarity,  the
Exchangeable LP Unit Consideration will consist,  in part, of one Trust Unit for
each Exchangeable LP Unit redeemed.

LIQUIDATION RIGHT

    Subject to the Liquidation  Call Right of the Trust described  below, in the
event of the liquidation,  dissolution or winding-up of PDLP,  whether voluntary
or  involuntary,  or any other  distribution  of the  assets  of PDLP  among its
Partners for the purpose of winding up its affairs,  a holder of Exchangeable LP
Units will be entitled, subject to applicable law, to receive from the assets of
PDLP, in respect of each such Exchangeable LP Unit held on the Liquidation Date,
the  Liquidation  Amount,  which  shall  be  satisfied  by PDLP,  causing  to be
delivered to such holder the Exchangeable LP Unit Consideration representing the
Liquidation Amount. For greater clarity,  the Exchangeable LP Unit Consideration
will consist,  in part, of one Trust Unit for each  Exchangeable LP Unit subject
to the Liquidation Right.

LIQUIDATION CALL RIGHT

    Upon the  occurrence  of an  event as  described  above  under  "LIQUIDATION
RIGHT",  pursuant  to the  Liquidation  Call  Right,  the  Trust  will  have the
overriding  right to  purchase  from all but not less than all of the holders of


                                       79
<PAGE>

Exchangeable LP Units on the Liquidation  Date all but not less than all of such
holders' Exchangeable LP Units for the Liquidation Amount and, upon the exercise
of this right,  the holders thereof will be obligated to sell such  Exchangeable
LP  Units  to the  Trust.  For  the  purposes  of  completing  the  purchase  of
Exchangeable  LP Units pursuant to the  Liquidation  Call Right,  the Trust will
deposit or cause to be deposited with the transfer  agent for such  Exchangeable
LP  Units,  on  or  before  the  Liquidation  Date,  the  Exchangeable  LP  Unit
Consideration  representing  the Liquidation  Amount.  Upon the surrender to the
transfer agent by a holder of such  Exchangeable LP Units of its  certificate(s)
representing the  Exchangeable LP Units,  together with such other documents and
instruments  as may be required to effect a transfer  of  Exchangeable  LP Units
pursuant to the PDLP Limited  Partnership  Agreement,  the  transfer  agent will
deliver the Exchangeable LP Unit Consideration to which such holder is entitled.
For greater clarity,  the Exchangeable LP Unit  Consideration  will consist,  in
part, of one Trust Unit for each Exchangeable LP Unit subject to the Liquidation
Call Right.

REDEMPTION RIGHT

    Subject to applicable  law, PDLP shall, on the Redemption  Date,  redeem all
but not less  than all of the then  outstanding  Exchangeable  LP Units  for the
Redemption  Price.  Payment  of the  total  Redemption  Price  shall  be made by
delivery  of the  Exchangeable  LP Unit  Consideration  representing  the  total
Redemption  Price to each holder of Exchangeable LP Units.  For greater clarity,
the Exchangeable LP Unit Consideration will consist,  in part, of one Trust Unit
for each Exchangeable LP Unit redeemed.

    For the purposes of the Exchangeable LP Unit Provisions,  "REDEMPTION  DATE"
means the date,  if any,  established  by the board of  directors of the General
Partner  for  the  redemption  by  PDLP of all  but  not  less  than  all of the
outstanding  Exchangeable LP Units (other than Exchangeable LP Units held by the
Trust or its affiliates),  pursuant to the Redemption Right, which date shall be
no earlier than the 30th  anniversary  of the  Effective  Date in respect of the
Exchangeable LP Units, unless:

        (a) a Control Transaction occurs, in which case, provided that the board
    of directors  of the General  Partner  determines,  in good faith and in its
    sole  discretion,  that it is not reasonably  practicable  to  substantially
    replicate  the  terms  and  conditions  of the  Exchangeable  LP  Units,  in
    connection  with such a Control  Transaction  and that the redemption of all
    but not less than all of the outstanding Exchangeable LP Units, is necessary
    to enable the completion of such Control  Transaction in accordance with its
    terms, the Redemption Date shall be the Business Day determined by the board
    of  directors  of the  General  Partner  and the board of  directors  of the
    General  Partner shall give such number of days' prior written notice to the
    registered  holders  of the  Exchangeable  LP Units  and to the  Voting  and
    Exchange  Trustee  as the board of  directors  of the  General  Partner  may
    determine to be reasonably practicable in such circumstances;

        (b) a Change of Law occurs,  in which case the Redemption  Date shall be
    the Business Day determined by the board of directors of the General Partner
    and the board of directors of the General  Partner shall give such number of
    days' prior written notice to the registered  holders of the Exchangeable LP
    Units and the Voting and  Exchange  Trustee as the board of directors of the
    General  Partner  may  determine  to  be  reasonably   practicable  in  such
    circumstances;

        (c) an  Exchangeable  LP Unit Voting Event is  proposed,  in which case,
    provided that the board of directors of the General  Partner has determined,
    in  good  faith  and in  its  sole  discretion,  that  it is not  reasonably
    practicable to accomplish the business  purpose intended by the Exchangeable
    LP Unit Voting Event,  which business  purpose must be bona fide and not for
    the primary  purpose of causing the  occurrence  of a Redemption  Date,  the
    Redemption  Date shall be the  Business Day prior to the record date for any
    meeting or vote of the holders of the Exchangeable LP Units, to consider the
    Exchangeable  LP Unit Voting Event and the board of directors of the General
    Partner  shall  give  such  number  of days'  prior  written  notice of such
    redemption to the registered  holders of the  Exchangeable  LP Units and the
    Voting and Exchange Trustee as the board of directors of the General Partner
    may determine to be reasonably practicable in such circumstances; or

        (d) an Exempt  Exchangeable  LP Unit Voting  Event is  proposed  and the
    holders of the  Exchangeable LP Units fail to take the necessary action at a
    meeting or other vote of holders  of  Exchangeable  LP Units,  to approve or
    disapprove, as applicable,  the Exempt Exchangeable LP Unit Voting Event, in
    which case the  Redemption  Date shall be the Business Day following the day
    on which the holders of the Exchangeable LP Units fail to take such action,

provided, however, that the accidental failure or omission to give any notice of
redemption under clauses (a) or (b) above to any of such holders of Exchangeable
LP Units shall not affect the validity of any such redemption.



                                       80
<PAGE>

AUTOMATIC REDEMPTION

    Holders of  Exchangeable  LP Units are obligated to notify PDLP of any event
or  circumstance  which would result in such holder  becoming or being deemed to
become a  Non-Resident,  as soon as practicable  and, in any event,  at least 30
days prior to the  anticipated  Change of Residence Date. On and as of the fifth
Business  Day prior to the  Change of  Residence  Date in respect of a holder of
Exchangeable LP Units,  all but not less than all of such holder's  Exchangeable
LP Units  will be and be  deemed  to be  transferred  to PDLP for the  Automatic
Redemption  Price per  Exchangeable  LP Unit,  which shall be  satisfied by PDLP
depositing  or  causing  to be  deposited  with  the  transfer  agent  for  such
Exchangeable LP Units the  Exchangeable LP Unit  Consideration  representing the
Automatic Redemption Price. Upon the surrender to the transfer agent by a holder
of  such   Exchangeable  LP  Units  of  its   certificate(s)   representing  the
Exchangeable LP Units, together with such other documents and instruments as may
be required to effect a transfer of  Exchangeable  LP Units pursuant to the PDLP
Limited Partnership Agreement,  the transfer agent will deliver the Exchangeable
LP Unit Consideration to which such holder is entitled.

    For greater clarity, the Exchangeable LP Unit Consideration will consist, in
part, of one Trust Unit for each  Exchangeable  LP Unit subject to the Automatic
Redemption.

VOTING RIGHTS

    The holders of Exchangeable LP Units will not be entitled as such to receive
notice of or to attend  any  meeting of the  Partners  of PDLP or to vote at any
such meeting.  Notwithstanding  the foregoing,  holders of Exchangeable LP Units
will be entitled to vote  separately  as a class in respect of  proposals to add
to, change or remove any right, privilege, restriction or condition attaching to
the  Exchangeable  LP Units or proposals  to amend the PDLP Limited  Partnership
Agreement in a manner adverse to holders of Exchangeable LP Units. On every vote
taken at every  such  meeting  each  holder of  Exchangeable  LP Units  shall be
entitled  to one  vote in  respect  of each  Exchangeable  LP Unit  held by such
holder.

    Pursuant to the  Declaration  of Trust, a Special Voting Unit will be issued
in  conjunction  with  Exchangeable  LP Units  issued.  The Special  Voting Unit
entitles  holders of Exchangeable LP Units to receive notice of or to attend any
meeting  of the  Unitholders  of the  Trust  and to  vote at any  such  meeting.
Pursuant  to the Voting and  Exchange  Trust  Agreement,  each of the holders of
Exchangeable  LP Units will be  entitled  to  instruct  the Voting and  Exchange
Trustee to vote the Special  Voting Unit in respect of the number of Trust Units
into which its Exchangeable LP Units are  exchangeable.  The Special Voting Unit
issued to the Voting and Exchange  Trustee by the Trust  entitles the holders of
Exchangeable  LP  Units  to  one  vote  at  meetings  of  Unitholders  for  each
Exchangeable  LP Unit, but will have none of the other rights  attached to Trust
Units. See  "INFORMATION  CONCERNING PDLP -- VOTING AND EXCHANGE TRUST AGREEMENT
- -- VOTING RIGHTS".



                                       81
<PAGE>

AMENDMENT AND APPROVAL

    The General Partner may amend the PDLP Limited Partnership  Agreement at any
time or times prior to the Effective  Time in such manner as may be necessary to
give proper effect to the intent and purpose of the Arrangement.

    Amendments to the PDLP Limited Partnership Agreement may also be proposed by
the General Partner and, subject to the following limitations, will be deemed to
be effective if approved by the General Partner:

        (a) the amendment  provisions  themselves may not be amended without the
    unanimous consent of the holders of the limited partnership units of PDLP;

        (b) no  amendment  shall be made to PDLP Limited  Partnership  Agreement
    which would have the effect of, among other things: (i) preventing the loans
    or  distributions  to the  holders  of  Exchangeable  LP Units or  adversely
    affecting  the rights of the  holders  of  Exchangeable  LP Units  under the
    Support  Agreement;   (ii)  changing  the  provision  in  the  PDLP  Limited
    Partnership  Agreement  requiring  that the  business  of PDLP be  conducted
    solely  through  its  investment  in  AmalgamationCo  or  any  associate  or
    affiliate thereof, or in any other corporation,  partnership, trust or other
    person involved,  directly or indirectly, in any business which involves the
    provision of contract drilling,  service rigs, snubbing, rentals and related
    services to oil and gas exploration and production companies, (iii) changing
    the liability of a limited  partner;  (iv)  allowing any limited  partner to
    exercise  control  over the  business of PDLP;  (v)  changing the right of a
    limited  partner to vote on  resolutions;  (vi) changing PDLP from a limited
    partnership to a general partnership, or (vii) causing the Trust to lose its
    status as a mutual  fund trust  under the Tax Act,  without  such  amendment
    being passed by an Extraordinary LP Resolution;

        (c) no amendment shall be made to the PDLP Limited Partnership Agreement
    which  would have the  effect of adding,  changing  or  removing  any right,
    privilege,  restriction or condition attaching to the Exchangeable LP Units,
    or which  would have an adverse  impact on the  holders of  Exchangeable  LP
    Units  unless  such  amendment  is  approved by class vote of 66 2/3% of the
    holders of Exchangeable LP Units; and

        (d) no amendment  shall be made which would have the effect of adversely
    affecting  the  rights  and  obligations  of the  General  Partner  becoming
    effective before 45 days after the resolution approving such amendment.

    Partners  must be notified of the full details of any  amendments  after the
Effective Time to the PDLP Limited  Partnership  Agreement within 30 days of the
effective date of the amendment.

ACTIONS BY THE GENERAL PARTNER UNDER THE SUPPORT AGREEMENT AND THE VOTING AND
EXCHANGE TRUST AGREEMENT

    The General Partner,  on behalf of PDLP, will agree to take all such actions
and do all such things as are  necessary or advisable to perform and comply with
all  provisions  of the  Support  Agreement  and the Voting and  Exchange  Trust
Agreement applicable to PDLP.

NON-RESIDENT AND TAX-EXEMPT HOLDERS

    Exchangeable  LP Units will not be issued or transferable to persons who are
Non-Residents  or who are Tax-Exempt.  To the extent a holder of Exchangeable LP
Units  becomes  or is  deemed  to become a  Non-Resident,  all of such  holder's
Exchangeable  LP Units shall be deemed to be transferred to PDLP for Trust Units
effective on and as of the fifth Business Day prior to the date of the holder of
Exchangeable  LP Units  becoming or being deemed to become a  Non-Resident.  See
above under "EXCHANGEABLE LP UNITS -- AUTOMATIC  REDEMPTION".  The obligation of
the Trust to deliver Trust Units to a Non-Resident in respect of the exchange of
such holder's Exchangeable LP Units may in certain circumstances be satisfied by
delivering  such  Trust  Units to the  transfer  agent who shall sell such Trust
Units on the stock exchange on which they are listed and deliver the proceeds of
sale to the Non-Resident.


                                       82
<PAGE>

VOTING AND EXCHANGE TRUST AGREEMENT

VOTING RIGHTS

    In accordance with the Voting and Exchange Trust  Agreement,  the Trust will
have issued a Special  Voting Unit to the Voting and Exchange  Trustee,  for the
benefit  of the  holders  (other  than  the  Trust  and its  affiliates)  of the
Exchangeable  LP Units.  The  Special  Voting Unit will carry a number of votes,
exercisable at any meeting at which  Unitholders are entitled to vote,  equal to
the  number  of Trust  Units  into  which  the  Exchangeable  LP Units  are then
exchangeable  multiplied by the number of votes to which the holder of one Trust
Unit is then  entitled.  With  respect to any  written  consent  sought from the
Unitholders,  each vote attached to the Special  Voting Unit will be exercisable
in the same manner as set forth above.

    Each holder of  Exchangeable  LP Units on the record date for any meeting at
which  Unitholders  are entitled to vote will be entitled to instruct the Voting
and Exchange  Trustee to exercise  that number of votes  attached to the Special
Voting Unit which relate to the  Exchangeable LP Units held by such holder.  The
Voting and Exchange  Trustee  will  exercise  each vote  attached to the Special
Voting  Unit only as  directed  by the  relevant  holder  and, in the absence of
instructions from a holder as to voting, will not exercise such votes.

    The Voting and Exchange Trustee will send to the holders of the Exchangeable
LP Units the notice of each  meeting at which the  Unitholders  are  entitled to
vote,  together  with the related  meeting  materials  and a statement as to the
manner in which the holder may  instruct  the  Voting  and  Exchange  Trustee to
exercise the votes attaching to the Special Voting Unit, at the same time as the
Trust sends such notice and materials to the Trust  Unitholders.  The Voting and
Exchange  Trustee will also send to the  Unitholders  copies of all  information
statements, interim and annual financial statements, reports and other materials
sent by the Trust to the Trust  Unitholders  at the same time as such  materials
are sent to the Trust Unitholders.  To the extent such materials are provided to
the Voting and Exchange  Trustee by the Trust,  the Voting and Exchange  Trustee
will also send to the  Unitholders  all materials sent by third parties to Trust
Unitholders,  including  dissident proxy circulars and tender and exchange offer
circulars,  as soon as  possible  after such  materials  are first sent to Trust
Unitholders.

    All rights of a holder of  Exchangeable  LP Units to exercise votes attached
to the Special  Voting Unit will cease and be terminated  immediately  upon: (a)
the delivery to the Voting and Exchange Trustee of the certificates representing
such Exchangeable LP Units in connection with the exercise by that holder of the
Exchange  Right (unless the Trust shall not have delivered the  Exchangeable  LP
Unit  Consideration in exchange  therefor);  (b) the occurrence of the automatic
exchange  of  Exchangeable  LP Units for Trust Units  pursuant to the  Automatic
Exchange Right;  (c) the redemption of the Exchangeable LP Units pursuant to the
Exchangeable LP Unit  Provisions or upon the effective date of the  liquidation,
dissolution  or  winding-up  of  PDLP  pursuant  to  the  Exchangeable  LP  Unit
Provisions;  (d) the automatic  redemption of  Exchangeable LP Units pursuant to
the  Exchangeable  LP Unit  Provisions;  or (e) the purchase of  Exchangeable LP
Units from the holder by PDLP.

    With the  exception  of  administrative  changes  for the  purpose of adding
covenants for the protection of the holders of the Exchangeable LP Units, making
necessary  amendments  or curing  ambiguities  or clerical  errors (in each case
provided  that the General  Partner,  on behalf of PDLP,  is of the opinion that
such  amendments  are not  prejudicial  to the  interests  of the holders of the
Exchangeable  LP Units),  the Voting and  Exchange  Trust  Agreement  may not be
amended without the approval of the holders of the Exchangeable LP Units.

EXCHANGE RIGHT

    Pursuant to the  Exchange  Right  granted in the Voting and  Exchange  Trust
Agreement,  upon the  occurrence  and during the  continuance  of an  Insolvency


                                       83
<PAGE>

Event,  the  Voting  and  Exchange  Trustee  on  behalf  of the  holders  of the
Exchangeable LP Units, has the right to require the Trust to purchase any or all
of the applicable  Exchangeable  LP Units held by such holders and the Automatic
Exchange  Right  for:  (a) an  amount  per  Exchangeable  LP Unit  equal  to the
Exchangeable  LP Unit Price on the last Business Day prior to the day of closing
of the purchase and sale of such  Exchangeable LP Units pursuant to the Exchange
Right; and (b) the assumption by the Trust of any Partnership Loan  Indebtedness
in respect of such  Exchangeable LP Unit. The  Exchangeable LP Unit Price may be
satisfied only by the Trust  delivering to the Voting and Exchange  Trustee,  on
behalf of the  holders  of  Exchangeable  LP  Units,  the  Exchangeable  LP Unit
Consideration  representing the Exchangeable LP Unit Price. For greater clarity,
the Exchangeable LP Unit Consideration will consist,  in part, of one Trust Unit
for each Exchangeable LP Unit subject to the Exchange Right.

EXCHANGE RIGHT SUBSEQUENT TO RETRACTION

    Where a holder  of  Exchangeable  LP  Units  has  elected  to  exercise  its
Retraction Right in respect of any or all of its Exchangeable LP Units, and PDLP
notifies such holder that it is unable to redeem all such securities as a result
of applicable  law, the Retraction  Request will be deemed to constitute  notice
from the holder to the Voting and Exchange  Trustee  instructing  the Voting and
Exchange  Trustee to exercise the Exchange Right.  See above under  "INFORMATION
CONCERNING PDLP -- VOTING AND EXCHANGE TRUST AGREEMENT -- EXCHANGE RIGHT".

AUTOMATIC EXCHANGE RIGHT

    Pursuant to the Automatic  Exchange Right granted in the Voting and Exchange
Trust  Agreement,  the Trust must give the Voting and Exchange  Trustee  written
notice of a Liquidation Event in the following manner:

        (a) in the  event of any  determination  by the  Trustees  to  institute
    voluntary liquidation, dissolution or winding-up proceedings with respect to
    the Trust or to effect any other  distribution  of assets of the Trust among
    the Trust Unitholders for the purpose of winding up its affairs, at least 60
    days prior to the proposed effective date of such liquidation,  dissolution,
    winding-up or other distribution; and

        (b) promptly following the earlier of (i) receipt by the Trust of notice
    of,  and (ii) the Trust  otherwise  becoming  aware of,  any  threatened  or
    instituted  claim,  suit,  petition or other proceedings with respect to the
    involuntary liquidation, dissolution or winding-up of the Trust or to effect
    any other  distribution  of assets of the Trust among the Trust  Unitholders
    for the purpose of winding up its affairs,  in each case where the Trust has
    failed to contest in good faith any such proceeding  commenced in respect of
    the Trust within 30 days of becoming aware thereof.

    Following  receipt of such  notice of a  Liquidation  Event,  the Voting and
Exchange  Trustee will give notice,  in the form  provided by the Trust,  to the
holders of  Exchangeable  LP Units  describing  the  Automatic  Exchange  Right.
Immediately  prior to the effective time of the Liquidation  Event, and in order
to enable the  holders of  Exchangeable  LP Units to  participate  on a pro-rata
basis with the holders of Trust Units in the  distribution of the Trust's assets
in connection with a Liquidation Event, the Trust will exchange the Exchangeable
LP Units for Trust Units based upon the Exchangeable LP Unit Price applicable at
that time, which for greater certainty will be on a one-for-one basis.

SUPPORT AGREEMENT

THE TRUST SUPPORT OBLIGATION

    Under the Support Agreement,  so long as any Exchangeable LP Units not owned
by the Trust or its  affiliates  are  outstanding,  the Trust will,  among other
things:

        (a) take all such  actions  and do all  such  things  as are  reasonably
    necessary  or  desirable  to enable  and permit  PDLP,  in  accordance  with
    applicable law, to pay and otherwise perform its obligations with respect to
    the  satisfaction  of the  Liquidation  Amount,  the Retraction  Price,  the
    Redemption Price or the Automatic Redemption Price in respect of each of its
    issued and  outstanding  Exchangeable  LP Units (other than  Exchangeable LP
    Units  owned  by  the  Trust  or  its  affiliates)   upon  its  liquidation,
    dissolution or winding-up or any other  distribution of its assets among its
    Partners  for the  purpose of  winding-up  its  affairs,  the  delivery of a
    Retraction  Request by a holder of Exchangeable LP Units, or a redemption of
    Exchangeable LP Units by PDLP; and

        (b) not  exercise  its  vote as a  Partner  to  initiate  the  voluntary
    liquidation,  dissolution or winding-up of PDLP or any other distribution of
    the assets of PDLP among its  Partners  for the  purpose of  winding-up  its
    affairs  nor take any action or omit to take any action  that is designed to
    result in the  liquidation,  dissolution  or winding up of PDLP or any other
    distribution  of the assets of PDLP among its  respective  Partners  for the
    purpose of winding-up its affairs.

    The Support  Agreement will also provide that so long as any Exchangeable LP
Units not owned by the Trust or its affiliates are  outstanding,  the Trust will
not, without prior approval of PDLP and the holders of Exchangeable LP Units:

        (a) issue or distribute  Trust Units (or securities  exchangeable for or
    convertible  into or carrying  rights to acquire Trust Units) to the holders
    of all or substantially  all of the then  outstanding  Trust Units by way of
    distribution, other than an issue of Trust Units (or securities exchangeable
    for or  convertible  into or  carrying  rights to  acquire  Trust  Units) to
    holders of Trust Units who  exercise an option to receive  distributions  in
    Trust Units (or securities  exchangeable for or convertible into or carrying
    rights to acquire Trust Units) in lieu of receiving cash  distributions,  or
    pursuant to any distribution reinvestment plan; or


                                       84
<PAGE>

        (b) issue or  distribute  rights,  options or warrants to the holders of
    all or substantially  all of the then outstanding Trust Units entitling them
    to subscribe for or to purchase Trust Units (or securities  exchangeable for
    or convertible into or carrying rights to acquire Trust Units); or

        (c) issue or  distribute to the holders of all or  substantially  all of
    the then  outstanding  Trust Units: (i) securities of the Trust of any class
    other  than  Trust  Units  (other  than  securities   exchangeable   for  or
    convertible  into or carrying  rights to acquire Trust Units);  (ii) rights,
    options or warrants  other than those  referred to in  paragraph  (b) above;
    (iii)  evidences of  indebtedness  of the Trust; or (iv) other assets of the
    Trust,

unless  the  economic  equivalent  on a per  Exchangeable  LP Unit basis of such
rights,  options,  warrants,  securities,  shares,  evidences of indebtedness or
other assets is issued or loaned  simultaneously  to the holders of Exchangeable
LP Units.

    In  addition,  the Trust may not without the prior  approval of PDLP and the
holders of  Exchangeable  LP Units:  (i) subdivide,  redivide or change the then
outstanding  Trust  Units into a greater  number of Trust  Units;  (ii)  reduce,
combine,  consolidate or change the then  outstanding  Trust Units into a lesser
number of Trust Units;  or (iii)  reclassify or otherwise  change Trust Units or
effect a merger,  reorganization or other transaction  affecting the Trust Units
unless the same or an economically  equivalent change is made simultaneously to,
or in the rights of the holders of, the Exchangeable LP Units.

    In the  event  that a  tender  offer,  share  exchange  offer,  issuer  bid,
take-over bid or similar  transaction with respect to Trust Units is proposed by
the  Trust  or is  proposed  to  the  Trust  or  the  Trust  Unitholders  and is
recommended by the Trustees or is otherwise  effected or to be effected with the
consent or  approval  of the  Trustees,  and the  Exchangeable  LP Units are not
redeemed by PDLP, the Trust will use its reasonable  best efforts  expeditiously
and in good  faith to take  all  such  actions  and do all  such  things  as are
necessary  or desirable to enable and permit  holders of  Exchangeable  LP Units
(other than the Trust or its  affiliates) to participate in such  transaction to
the  same  extent  and  on  an  economically   equivalent  basis  as  the  Trust
Unitholders.

    The Support  Agreement  will also provide that,  as long as any  outstanding
Exchangeable LP Units are owned by any person other than the Trust or any of its
affiliates,  the Trust will,  unless  approval to do otherwise is obtained  from
PDLP and from the holders of Exchangeable LP Units pursuant to the  Exchangeable
LP Unit Provisions, remain the direct or indirect beneficial owner of all issued
and outstanding voting interests in the capital of PDLP and the General Partner,
provided  that the Trust  will not be in  violation  of this  obligation  if any
person or group of persons  acquires all or  substantially  all of the assets of
the Trust or the Trust  Units  pursuant  to any merger of the Trust  pursuant to
which  the  Trust  is  not  the   surviving   entity.   With  the  exception  of
administrative changes for the purpose of adding covenants for the protection of
the holders of the Exchangeable LP Units, making certain necessary amendments or
curing  ambiguities or clerical  errors (in each case provided that the board of
directors of the General  Partner is of the opinion that such amendments are not
prejudicial to the interests of the holders of the  Exchangeable LP Units),  the
Support  Agreement  may not be amended or  modified  except by an  agreement  in
writing  executed  by PDLP,  AmalgamationCo  and the Trust and  approved  by the
holders  of the  Exchangeable  LP Units  pursuant  to the  Exchangeable  LP Unit
Provisions.




                                       85
<PAGE>

    Under the  Support  Agreement,  each of the Trust  and,  in  respect  of the
Exchangeable LP Units,  PDLP, will covenant and agree to not, and will cause its
affiliates not to,  exercise any voting rights  attached to the  Exchangeable LP
Units held by it or by its  affiliates  on any matter  considered at meetings of
holders of  Exchangeable  LP Units  (including  any  approval  sought  from such
holders in respect of matters arising under the Support Agreement).

    Upon  notice  from  PDLP of any  event  that  requires  PDLP to  cause to be
delivered Trust Units to any holder of  Exchangeable  LP Units,  the Trust shall
forthwith  issue and deliver the requisite  number of Trust Units to be received
by,  and  issued to or to the order of,  the  former  holder of the  surrendered
Exchangeable  LP Units as PDLP shall direct.  All such Trust Units shall be duly
authorized,  validly issued and fully paid and  non-assessable and shall be free
and clear of any lien, claim or encumbrance.

QUALIFICATION OF TRUST UNITS

    The Trust will agree to make such filings and seek such regulatory  consents
and  approvals  as are  necessary  so that the  Trust  Units  issuable  upon the
exchange of  Exchangeable  LP Units will be issued in compliance with applicable
laws in Canada  and may be traded  freely on the TSX and the NYSE or such  other
exchange  on which the Trust  Units may be listed,  quoted or posted for trading
from time to time.

TRUST UNIT REDEMPTION

    The  Support  Agreement  will  provide  that  upon  AmalgamationCo  and PDLP
receiving written notice from the Trustees of a Trust Unit redemption in respect
of which the  Trustees  wish to  distribute  Redemption  Notes  instead of cash,
AmalgamationCo and PDLP will take such steps so as to facilitate and effect: (a)
the partial  repayment of the  AmalgamationCo  Debt;  (b) the  entering  into by
AmalgamationCo  of a note indenture with a note trustee setting the terms of the
Redemption  Notes  as set out in the  Support  Agreement;  (c) the  issuance  by
AmalgamationCo  of Redemption Notes to PDLP; (d) the distribution by PDLP of the
Redemption  Notes  to the  Trust  as the  holder  of PDLP A  Units;  and (e) the
distribution of Redemption Notes by the Trust to the redeeming Trust Unitholders
in  satisfaction  of the  Market  Redemption  Price  of  the  Trust  Units.  See
"DECLARATION  OF TRUST  AND TRUST  UNITS -- TRUST  UNIT  REDEMPTION  RIGHT -- IN
SPECIE REDEMPTION".

                   INFORMATION CONCERNING THE GENERAL PARTNER

GENERAL

    The General Partner is a corporation  incorporated pursuant to the ABCA as a
direct wholly-owned subsidiary of the Trust. The General Partner is the managing
partner of PDLP.

FUNCTIONS AND POWERS OF GENERAL PARTNER

    The General  Partner has  exclusive  authority  to manage the  business  and
affairs of PDLP,  to make all  decisions  regarding  the business of PDLP and to
bind PDLP.  The General  Partner is to  exercise  its powers and  discharge  its
duties honestly, in good faith and in the best interests of PDLP and to exercise
the care,  diligence  and skill of a  reasonably  prudent  person in  comparable
circumstances.  The authority and power vested in the General  Partner to manage
the business and affairs of PDLP includes all authority  necessary or incidental
to carry out the  objects,  purposes  and  business of PDLP,  including  without
limitation,  the ability to engage agents to assist the General Partner to carry
out its management obligations or substantially  administrative  functions.  The
General  Partner  cannot  dissolve  PDLP or wind up  PDLP's  affairs  except  in
accordance with the provisions of the PDLP Limited Partnership Agreement.

WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER

    The General  Partner may resign on not less than 30 days  written  notice to
the limited  partners of PDLP provided that the General  Partner will not resign
if the effect would be to dissolve PDLP.

    The General  Partner may not be removed as general  partner of PDLP  unless:
(i) the General  Partner has  committed  a material  breach of the PDLP  Limited
Partnership Agreement,  which breach has continued for 30 days after notice, and
that removal is also  approved by a Limited  Partnership  special  resolution of
holders of Exchangeable  LP Units; or (ii) the  shareholders or directors of the
General   Partner  pass  a  resolution  in  connection   with  the   bankruptcy,
dissolution,  liquidation or winding-up of the General  Partner,  or the General
Partner  commits  certain  other acts of bankruptcy or ceases to be a subsisting
corporation,  provided that certain other conditions are satisfied,  including a
requirement  that a  successor  general  partner  with  the same  ownership  and
governance structure at the relevant time agreed to act as general partner under
the PDLP Limited Partnership Agreement.

                                       86
<PAGE>

DIRECTORS

    Two members of senior management of  AmalgamationCo  will serve as directors
of the General Partner.

                      INFORMATION CONCERNING AMALGAMATIONCO

GENERAL

    AmalgamationCo will be the resultant corporation from the amalgamation of PD
Amalco and  AcquisitionCo  pursuant to the  provisions of the ABCA. As a result,
AmalgamationCo  will  own,  directly  or  indirectly,  all  of the  assets  that
Precision owned,  directly or indirectly,  immediately prior to the Arrangement.
AmalgamationCo  will also retain all of the liabilities of Precision,  including
liabilities relating to corporate and income tax matters.

    The head and principal office and registered office of  AmalgamationCo  will
be  located  at  4200,  150 -- 6th  Avenue  S.W.,  Calgary,  Alberta,  T2P  3Y7.
AmalgamationCo will be a subsidiary of the Trust.

    AmalgamationCo   will  become  a  reporting   issuer  in  certain   Canadian
jurisdictions   and  will  become   subject  to  the   informational   reporting
requirements  under the securities laws of such jurisdictions as a result of the
Amalgamation.  Application will be made to the securities regulatory authorities
for an order  that  AmalgamationCo  is deemed to have  ceased to be a  reporting
issuer.

DESCRIPTION OF SHARE CAPITAL

    AmalgamationCo  is authorized to issue an unlimited number of common shares.
Upon completion of the  Arrangement,  PDLP will be the sole holder of all of the
issued and outstanding common shares of AmalgamationCo.

COMMON SHARES

    Each common share will entitle its holder to receive notice of and to attend
all  meetings  of the  shareholders  of  AmalgamationCo  and to one vote at such
meetings.  The holders of common shares will be, at the  discretion of the board
of directors of  AmalgamationCo  and subject to applicable  legal  restrictions,
entitled to receive any  dividends  declared  by the board of  directors  on the
common shares to the exclusion of the holders of preferred  shares.  The holders
of common  shares will be entitled to share equally in any  distribution  of the
assets  of  AmalgamationCo  upon the  liquidation,  dissolution,  bankruptcy  or
winding-up  of  AmalgamationCo  or other  distribution  of its assets  among its
shareholders for the purpose of winding-up its affairs.

DIVIDEND RECORD

    Any  decision  to pay  dividends  on its shares will be made by the board of
directors of AmalgamationCo on the basis of AmalgamationCo's earnings, financial
requirements and other conditions existing at such future time.

AUDITORS

    The  auditors of  AmalgamationCo  will be KPMG LLP,  Chartered  Accountants,
1200, 205 -- 5th Avenue S.W., Calgary, Alberta, T2P 4B9.




                                       87
<PAGE>

LEGAL PROCEEDINGS

    AmalgamationCo  is not involved in any legal  proceeding known to management
to be material, either individually or in the aggregate, to AmalgamationCo.

                        INFORMATION CONCERNING PRECISION

    Precision is a  corporation  subsisting  pursuant to the  provisions  of the
ABCA. Precision is in the business of providing contract drilling, service rigs,
snubbing, rentals and related services to oil and gas exploration and production
companies.  Precision is a reporting issuer or the equivalent  thereof in all of
the  provinces of Canada and its Common Shares are listed and posted for trading
on the TSX and the NYSE.

    Precision's principal executive and registered office is at 4200, 150 -- 6th
Avenue S.W., Calgary, Alberta, Canada, T2P 3Y7.

    Information has been incorporated by reference in this information  circular
from  documents  filed with  securities  commissions  or similar  authorities in
Canada. Copies of the documents incorporated herein by reference may be obtained
on request without charge from the Corporate  Secretary of Precision,  4200, 150
- -- 6th Avenue S.W., Calgary Alberta,  Canada T2P 3Y7, Telephone:  (403) 716-4517
or by accessing the disclosure  documents  available through the Internet on the
Canadian System for Electronic  Document Analysis and Retrieval (SEDAR) web site
at  WWW.SEDAR.COM.  For the purpose of the Province of Quebec,  this information
circular  contains  information  to be completed  by  consulting  the  permanent
information  record. A copy of the permanent  information record may be obtained
from the  Corporate  Secretary of Precision at the  above-mentioned  address and
telephone number.

    The  following  documents of  Precision,  filed with the various  securities
commissions or similar  authorities in the provinces of Canada, are specifically
incorporated  by reference  into and form an integral  part of this  information
circular:

        (a) Precision's Annual Information Form dated March 29, 2005;

        (b) the amended audited comparative consolidated financial statements of
    Precision and the notes  thereto as at and for the years ended  December 31,
    2004 and 2003  amended to classify  the Energy  Services  and  International
    Contract   Drilling   Divisions  and  CEDA   International   Corporation  as
    discontinued operations, together with the report of the auditors thereon;

        (c) the management's discussion and analysis of the financial results of
    Precision for the years ended December 31, 2004 and 2003;

        (d) the unaudited comparative interim consolidated  financial statements
    of Precision as at and for the six months ended June 30, 2005;

        (e) the management's  discussion and analysis of the financial condition
    and operations of Precision for the six months ended June 30, 2005;

        (f) the  Management  Information  Circular of Precision  dated March 22,
    2005,  relating to the annual and  special  meeting of  shareholders  of the
    Precision  held on May 10, 2005  (excluding  those  portions  thereof  which
    appear under the headings "Performance Graph" and "Corporate Governance");

        (g) the Material  Change  Report dated June 16, 2005  pertaining  to the
    resignation  of Dale  Tremblay  as Senior Vice  President  Finance and Chief
    Financial Officer of Precision;

        (h) the Material  Change  Report dated  September 7, 2005  pertaining to
    Precision's sale of its energy services and international drilling divisions
    to Weatherford;

        (i) the Material  Change Report dated  September 16, 2005  pertaining to
    Precision's  announcement to convert its business from a corporate structure
    to an income trust structure;

        (j) the Material  Change Report dated  September 16, 2005  pertaining to
    Precision's  announcement  of its intention to redeem all of its outstanding
    debentures; and


                                       88
<PAGE>

        (k) the Material  Change Report dated  September 19, 2005  pertaining to
    Precision's sale of CEDA International Corporation.

    Any material change reports (excluding  confidential  reports),  comparative
interim financial statements and information circulars (excluding those portions
that are not  required  pursuant to National  Instrument  44-101 of the Canadian
Securities  Administrators  to be  incorporated  by reference  herein)  filed by
Precision  with  the  securities  commissions  or  similar  authorities  in  the
provinces  of Canada  subsequent  to the date of this  Information  Circular and
prior to the date of the Meeting shall be deemed to be incorporated by reference
in this Information Circular.

    Any  statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the  purposes  of this  Information  Circular to the extent that a statement
contained herein or in any other  subsequently  filed document which also is, or
is deemed to be,  incorporated  by reference  herein modifies or supersedes such
statement.  The modifying or  superseding  statement  need not state that it has
modified or superseded a prior  statement or include any other  information  set
forth in the document that it modifies or supersedes.  The making of a modifying
or superseding  statement shall not be deemed an admission for any purposes that
the   modified   or   superseded   statement,    when   made,    constituted   a
misrepresentation,  an untrue  statement  of a material  fact or an  omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the  circumstances  in which it was made.
Any  statement  so  modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Information Circular.

RECENT DEVELOPMENTS

    On June 15, 2005 Dale E. Tremblay  resigned as Senior Vice President Finance
and Chief Financial Officer of Precision.

    On August 31, 2005 Precision  completed the sale of its Energy  Services and
International Contract Drilling Divisions to Weatherford  International Ltd. for
a purchase price consisting of 26 million common shares of Weatherford and $1.13
billion.  Precision's  energy  services  division was a global provider of cased
hole  and  open  hole  wireline  services,   drilling  and  evaluation  services
(directional  drilling,  measurement-while-drilling,  logging-while drilling and
rotary  steerable  systems) and  production  services  (primarily  underbalanced
drilling).   Precision's   international   contract  drilling  division  was  an
international land rig contractor with 48 rigs operating primarily in the Middle
East and North Africa.

    On  September  7,  2005  Precision  announced  that  it  would,  as  soon as
reasonably  possible,  commence  the  process  of  fully  redeeming  all  of its
outstanding  debentures  consisting  of: $200 million 6.85% Series 1 debentures,
$150 million 7.65% Series 2 debentures and U.S. $300 million 5.625%  debentures,
in each  case,  utilizing  the  early  redemption  provisions  available  in the
respective  indentures.  Such  redemptions are expected to be completed prior to
the Effective Date.

    On September 13, 2005  Precision  completed the sale of all of the shares of
CEDA International  Corporation to a private purchaser for a cash purchase price
of  approximately  $274 million.  CEDA  International  Corporation is the parent
company of a number of  subdivisions,  which  together  carried  on  Precision's
industrial cleaning, catalyst handling and mechanical services business.

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

    Other than as set forth herein,  the management of Precision is not aware of
any  material  interest,  direct or  indirect,  of any  director  or  officer of
Precision  at any  time  since  the  beginning  of  Precision's  last  completed
financial year, or any associate or affiliate of any of the foregoing persons in
any matter to be acted upon.




                                       89
<PAGE>

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

    Except as  disclosed  herein,  there were no material  interests,  direct or
indirect,  of directors or executive officers of Precision,  any security holder
who beneficially owns, directly or indirectly, or exercises control or direction
over more  than 10% of the  outstanding  Common  Shares,  or any other  Informed
Person (as  defined in National  Instrument  51-102) or any known  associate  or
affiliate of such persons, in any transaction since the commencement of the last
completed  financial year of Precision or in any proposed  transaction which has
materially  affected  or  would  materially  affect  Precision  or  any  of  its
subsidiaries.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    No director,  executive officer,  nor any of their respective  associates or
affiliates, is or has been at any time since the beginning of the last completed
financial year of Precision, indebted to Precision or any of its subsidiaries.

MARKET FOR COMMON SHARES

    The Common  Shares  are  listed and posted for  trading on the TSX under the
trading  symbol  "PD" and  "PD.U" and on the NYSE  under the  symbol  "PDS".  On
September 30, 2005, the closing price of the Common Shares on the TSX was $57.21
and on the NYSE was US$49.20.

ADDITIONAL INFORMATION

    Additional  information  relating  to  Precision  is  available  on SEDAR at
WWW.SEDAR.COM.  Financial information in respect of Precision and its affairs is
provided in Precision's annual audited comparative  financial statements for the
year  ended  December  31,  2004 and the  related  management's  discussion  and
analysis.  Copies of Precision's  financial  statements and related management's
discussion  and analysis are available  upon request from Precision at 4200, 150
- -- 6th Avenue S.W.,  Calgary,  Alberta,  Canada, T2P 3Y7,  Attention:  Corporate
Secretary, telephone (403) 716-4517, or fax (403) 264-0251.

                      INFORMATION CONCERNING ACQUISITIONCO

    AcquisitionCo  is a corporation  incorporated  pursuant to the provisions of
the ABCA for the  purpose  of  participating  in the  Arrangement.  The head and
principal  office of  AcquisitionCo  is located at 4200, 150 -- 6th Avenue S.W.,
Calgary,  Alberta, Canada, T2P 3Y7 and its registered office is located at 1000,
400 -- 3rd Avenue  S.W.,  Calgary,  Alberta,  T2P 4H2. The Trust owns all of the
issued and outstanding common shares in the capital of AcquisitionCo.  Following
completion  of  the   Arrangement,   AcquisitionCo   will   participate  in  the
Amalgamation and will form a part of  AmalgamationCo.  In addition,  pursuant to
the Arrangement, AcquisitionCo will create the AmalgamationCo Debt which will be
owed to PDLP.

                       TRUSTEES, DIRECTORS AND MANAGEMENT

TRUSTEES OF THE TRUST

    Three of the current  directors of Precision will be the initial Trustees of
the Trust.  All of the current  directors of Precision  will be the directors of
AmalgamationCo and two members of senior management of AmalgamationCo will serve
as the directors of the General Partner. The following table sets out, as at the
time of the Closing, certain information with respect to the Trustees.

<TABLE>
<CAPTION>
       NAME AND MUNICIPALITY OF RESIDENCE      POSITION WITH AMALGAMATIONCO               PRINCIPAL OCCUPATION
      ---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                <C>
          ROBERT J.S. GIBSON(1)............              Trustee                President, Stuart & Company Limited
            Calgary, Alberta, Canada
          PATRICK M. MURRAY(1).............              Trustee                Chairman and Chief Executive Officer,
            Dallas, Texas, USA                                                  Dresser, Inc.
          H. GARTH WIGGINS(1)..............              Trustee                Principal, Kenway Mack Slusarchuk Stewart,
            Calgary, Alberta, Canada                                            Chartered Accountants
</TABLE>

_____

NOTE:

(1) Audit Committee Member.


                                       90
<PAGE>

DIRECTORS AND OFFICERS OF AMALGAMATIONCO

    The name,  municipality of residence and principal occupation of each of the
proposed  directors and senior executive  officers of AmalgamationCo are set out
below.

<TABLE>
<CAPTION>
       NAME AND MUNICIPALITY OF RESIDENCE    POSITION WITH AMALGAMATIONCO               PRINCIPAL OCCUPATION
      -----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                        <C>
          W.C. (MICKEY) DUNN(2)(3).....               Director                          Chairman, True Energy Inc.
            Edmonton, Alberta, Canada
          ROBERT J.S. GIBSON(1)(3).....               Director                          President, Stuart & Company Limited
            Calgary, Alberta, Canada
          PATRICK M. MURRAY(1).........               Director                          Chairman and Chief Executive Officer,
            Dallas, Texas, USA                                                          Dresser, Inc.
          FRED W. PHEASEY(2)(3)........               Director                          Businessman
            Edmonton, Alberta, Canada
          ROBERT L. PHILLIPS(2)(3).....               Director                          Corporate Director
            Vancouver, British Columbia,
               Canada
          HANK B. SWARTOUT.............               Director                          Chairman of the Board, President and
            Calgary, Alberta, Canada                                                    Chief Executive Officer of
                                                                                        Precision Drilling Corporation
          H. GARTH WIGGINS(1)..........               Director                          Principal, Kenway Mack Slusarchuk
            Calgary, Alberta, Canada                                                    Stewart, Chartered Accountants
          GENE STAHL...................               President and Chief               Vice President, Precision Rentals Ltd.
            Calgary, Alberta, Canada                  Operating Officer
          DOUG STRONG..................               Chief Financial Officer           Chief Financial Officer, Precision
            Calgary, Alberta, Canada                                                    Diversified Services Ltd.
</TABLE>

__________

NOTES:

(1) Audit Committee Member.

(2) Compensation Committee Member.

(3) Corporate Governance and Nominating Committee Member.

GOVERNANCE OF THE TRUST AND AMALGAMATIONCO

    The Trustees  will appoint an audit  committee and the board of directors of
AmalgamationCo  will have a  compensation  committee,  corporate  governance and
nominating   committee,   and  audit  committee,   each  such  committee  having
essentially the same terms of reference as Precision's current committees.

AUDIT COMMITTEE

    The Trustees  will develop  written  terms of reference  outlining the audit
committee's roles and  responsibilities  and providing  appropriate  guidance to
audit  committee  members as to their duties.  These terms of reference  will be
reviewed  annually by the Trustees.  The audit  committee will review the annual
and interim financial  statements of AmalgamationCo and make  recommendations to
the Trustees  with respect to such  statements.  The audit  committee  will also
review the nature and scope of the annual  audit as proposed by the auditors and
management,  and the adequacy of the internal  accounting control procedures and
systems within  AmalgamationCo.  The audit committee is responsible for ensuring
that management has implemented an effective  system of internal control and has
oversight responsibility for management reporting on internal control.

    The audit  committee  will meet with  AmalgamationCo's  auditors  regularly,
independent of management,  and will have direct communication channels with the
Trustees'   external   auditors  to  discuss  and  review   specific  issues  as
appropriate.


                                       91
<PAGE>

LIABILITY OF TRUSTEES

    The  Declaration  of  Trust  contains  customary   provisions  limiting  the
liability of the Trustees.  The Trustees will not be liable to any Unitholder or
any other person,  in tort,  contract or otherwise,  for any action taken or not
taken in good faith in reliance on any documents that are, PRIMA FACIE, properly
executed;  for any  depreciation of, or loss to, the Trust incurred by reason of
the sale of any  asset or  security;  for the  loss or  disposition  of money or
securities;  or any  action or  failure  to act of any other  person to whom the
Trustees have delegated any of their duties under the  Declaration of Trust;  or
for any other action or failure to act  (including  failure to compel in any way
any former  Trustee to redress  any breach of trust or any failure by any person
to perform its duties under or delegated to it, under the Declaration of Trust),
unless,  in each case, such  liabilities  arise out of a breach of the Trustees'
standard  of care,  diligence  and skill or breach  of the  restrictions  on the
Trustees'  powers as set out in the  Declaration of Trust.  If the Trustees have
retained an  appropriate  expert,  advisor or legal  counsel with respect to any
matter  connected with their duties under the Declaration of Trust, the Trustees
may act or refuse to act based on the  advice of such  expert,  advisor or legal
counsel,  and the  Trustees  will not be liable for and will be fully  protected
from any loss or liability  occasioned  by any action or refusal to act based on
the advice of such  expert,  advisor or legal  counsel.  In the  exercise of the
powers,   authorities  or  discretion   conferred  on  the  Trustees  under  the
Declaration  of Trust,  the Trustees are and will be  conclusively  deemed to be
acting as Trustees of the Trust's assets and will not be subject to any personal
liability for any debts, liabilities,  obligations,  claims, demands, judgments,
costs,  charges or expenses  against or with respect to the Trust or the Trust's
assets.

INSURANCE COVERAGE FOR THE TRUST AND RELATED ENTITIES AND INDEMNIFICATION

    The Trust will obtain or cause to be obtained a policy of insurance  for the
Trustees and for the  directors  and officers of the Trust's  subsidiaries.  The
initial  aggregate  limit  of  liability  applicable  to the  insured  Trustees,
directors and officers  under the policy will be $70 million.  Under the policy,
each  entity  will  have  reimbursement  coverage  to  the  extent  that  it has
indemnified any such Trustees,  directors and officers.  The policy will include
securities  claims  coverage,  insuring  against any legal  obligation to pay on
account of any securities claims brought against the Trust, the General Partner,
AmalgamationCo  or any of their  respective  subsidiaries  and their  respective
directors  and officers.  The total limit of liability  will be shared among the
Trust, the General Partner, AmalgamationCo and their respective subsidiaries and
their  directors  and  officers  so that  the  limit  of  liability  will not be
exclusive to any one of the entities or their respective Trustees, directors and
officers.

    The by-laws of each of the General  Partner  and  Precision  provide for the
indemnification  of its directors  and officers  from and against  liability and
costs in respect of any action or suit brought  against them in connection  with
the execution of their duties, subject to certain limitations.

    The  Declaration  of Trust  also  provides  for the  indemnification  of the
Trustees  and  officers  of the Trust from and  against  liability  and costs in
respect  of any  action or suit  brought  against  them in  connection  with the
execution of their duties, subject to certain limitations.

INCENTIVE PLANS

    On Closing, the Trust will establish incentive plans for employees, officers
and directors of AmalgamationCo,  directors of the General Partner, and officers
and  trustees of the Trust which may  include a Cash Bonus Plan,  a  Performance
Based  Incentive  Plan, a Trust Unit Plan and a Unit Award  Incentive Plan. Such
incentive  plans are intended to enhance the  performance of the Trust and align
the interests of management  and employees  with the interests of the holders of
Trust Units, as well as to encourage  participants in these plans to remain with
the Trust and to attract new employees to the Trust.



                                       92
<PAGE>

                                  RISK FACTORS

    An investment in the Trust Units and Exchangeable LP Units involves a number
of risks.  In addition to the other  information  contained in this  Information
Circular,   Securityholders  and  prospective   investors  should  give  careful
consideration  to the following  factors.  The risks described below are not the
only  risks  facing  the  Trust  following  implementation  of the  Arrangement.
Additional  risks and  uncertainties  not currently  known or that are currently
considered to be immaterial may also  materially and adversely  affect the Trust
and the  operations of  AmalgamationCo.  If any of these or other risks actually
occur, the business, financial condition, results of operations and cash flow of
AmalgamationCo  could be adversely affected,  in which case the trading price of
the Trust Units would decline and you could lose all or part of your investment.

THE TRUST

NATURE OF TRUST UNITS

    The Trust Units do not represent a traditional investment in the oil and gas
land  drilling  services  business and should not be viewed by  Shareholders  as
shares in AmalgamationCo. The Trust Units represent a fractional interest in the
Trust. As holders of Trust Units,  Trust Unitholders will not have the statutory
rights normally associated with ownership of shares of a corporation  including,
for  example,  the right to bring  "oppression"  or  "derivative"  actions.  The
Trust's sole assets will be the shares of the General Partner,  the PDLP A Units
and other  investments in securities.  The price per Trust Unit is a function of
anticipated   Distributable  Cash,  the  underlying  assets  of  the  Trust  and
management's  ability to effect  long-term growth in the value of PDLP and other
entities now or hereafter owned directly or indirectly by the Trust.  The market
price of the Trust  Units will be  sensitive  to a variety of market  conditions
including, but not limited to, interest rates, the growth of the general economy
and the price of crude oil and natural  gas.  Changes in market  conditions  may
adversely affect the trading price of the Trust Units.

    The Trust Units are not "deposits"  within the meaning of the CANADA DEPOSIT
INSURANCE  CORPORATION  ACT (Canada) and are not insured under the provisions of
that act or any other legislation. Furthermore, the Trust is not a trust company
and, accordingly, is not registered under any trust and loan company legislation
as it does not carry on or intend to carry on the business of a trust company.

THE TRUST IS DEPENDENT ON AMALGAMATIONCO FOR ALL CASH AVAILABLE
FOR DISTRIBUTIONS

    The Trust is  dependent  on the  operations  and  assets  of  AmalgamationCo
through the ownership of PDLP A Units, which in turn will own 100% of the shares
of AmalgamationCo and the AmalgamationCo  Debt.  Distributions to the holders of
Trust  Units and  Exchangeable  LP Units  will be  dependent  on the  ability of
AmalgamationCo to make interest payments on the AmalgamationCo Debt and dividend
payments  on its  common  shares.  The  actual  amount  of  cash  available  for
distribution to holders of the Trust Units and Exchangeable LP Units will depend
upon  numerous  factors  relating to the business of  AmalgamationCo,  including
profitability,  changes in revenue,  fluctuations  in working  capital,  capital
expenditure  levels,  applicable  laws,  compliance with contracts,  contractual
restrictions  contained  in  the  instruments  governing  its  indebtedness  and
potential tax liabilities  resulting from any successful  reassessments of prior
taxation  years by taxation  authorities.  Any  reduction  in the amount of cash
available for  distribution,  or actually  distributed by,  AmalgamationCo  will
reduce the amount of cash  available for  distributions  to the holders of Trust
Units and Exchangeable LP Units.

POSSIBLE RESTRICTION ON GROWTH

    The payout of substantially all of AmalgamationCo's operating cash flow will
make additional capital and operating  expenditures  dependent on increased cash
flow or additional  financing in the future. The lack of these funds could limit
AmalgamationCo's future growth and cash flow which in turn may affect the amount
of distributions by the Trust to Trust Unitholders. In addition,  AmalgamationCo
may be precluded from pursuing otherwise attractive  acquisitions or investments
because they may not be accretive on a short-term basis.

POTENTIAL SALES OF ADDITIONAL TRUST UNITS

    The Trust may issue  additional  Trust  Units in the future to  directly  or
indirectly fund capital expenditure  requirements of PDLP and other entities now
or hereafter  owned  directly or indirectly  by the Trust,  including to finance
acquisitions  by those  entities.  Such  additional  Trust  Units  may be issued
without the approval of Unitholders.  Unitholders have no pre-emptive  rights in
connection  with  such  additional  issues.  The  Trustees  have  discretion  in
connection  with the price and the other  terms of the issue of such  additional
Trust Units.


                                       93
<PAGE>

ABSENCE OF PRIOR PUBLIC MARKET

    Prior to the  Effective  Date of the  Arrangement,  there  will have been no
public  market for the Trust Units.  The market price of the Trust Units will be
sensitive to a variety of market  conditions.  Changes in market  conditions may
adversely affect the trading price of the Trust Units.

NATURE OF DISTRIBUTIONS

    Unlike interest payments on an interest-bearing  security,  distributions by
income  trusts on trust units  (including  those of the Trust) are, for Canadian
tax purposes,  composed of different types of payments (portions of which may be
fully or partially taxable or may constitute  non-taxable "returns of capital").
The  composition  for tax purposes of those cash  distributions  may change over
time, thus affecting the after-tax  return to Trust  Unitholders.  Therefore,  a
Trust Unitholder's rate of return over a defined period may not be comparable to
the rate of return on a fixed-income  security that provides a return on capital
over  the  same  period.   This  is  because  a  Trust  Unitholder  may  receive
distributions  that  constitute  a return of  capital  (rather  than a return on
capital)  to some  extent  during the  relevant  period.  Returns on capital are
generally  taxed as ordinary  income,  dividends or taxable capital gains in the
hands of a Trust Unitholder  while returns of capital are generally  non-taxable
to a Trust Unitholder (but reduce a Trust Unitholder's ACB in the Trust Unit for
tax purposes).  Trust  Unitholders are advised to consult their own tax advisors
with respect to the implications of the distinction discussed above in their own
circumstances.

ISSUANCE OF ADDITIONAL TRUST UNITS

    The Declaration of Trust provides that an amount equal to the taxable income
of the Trust will be payable each year to Trust  Unitholders  in order to reduce
the Trust's taxable income to zero.  Where in a particular  year, the Trust does
not have  sufficient  distributable  cash to distribute  such an amount to Trust
Unitholders,  the Declaration of Trust provides that additional Trust Units must
be distributed to Trust Unitholders in lieu of cash payments.  Trust Unitholders
will  generally be required to include an amount equal to the FMV of those Trust
Units in their taxable income, notwithstanding that they do not directly receive
a cash payment.  See "CERTAIN  CANADIAN  FEDERAL  INCOME TAX  CONSIDERATIONS  --
TAXATION OF TRUST UNITHOLDERS".

VARIABILITY OF DISTRIBUTIONS

    As the cash  flow  available  for  distribution  to Trust  Unitholders  is a
function of numerous factors,  including AmalgamationCo's financial performance,
the impact of interest rates,  the growth of the general  economy,  the price of
crude oil and natural gas,  weather,  debt  covenants and  obligations,  working
capital requirements,  future capital requirements and the number of Trust Units
and  Exchangeable  LP  Units   outstanding,   depending  on  the  operations  of
AmalgamationCo  and the performance of its assets,  Distributions may be reduced
or suspended entirely.

    The market value of the Trust Units may  deteriorate  if the Trust is unable
to meet its distribution  targets in the future,  and that  deterioration may be
material.

CHANGES IN LEGISLATION

    There can be no assurance that income tax laws, such as the status of mutual
fund  trusts,  will not be changed in a manner  which  adversely  affects  Trust
Unitholders.

    Environmental  and  applicable  operating  legislation  may be  changed in a
manner which adversely affects Trust Unitholders.




                                       94
<PAGE>

INVESTMENT ELIGIBILITY

    If the Trust ceases to qualify as a mutual fund trust,  the Trust Units will
cease to be qualified  investments  for Exempt Plans which will have adverse tax
consequences to Exempt Plans or their annuitants or beneficiaries.

DISTRIBUTION OF ASSETS OR REDEMPTION NOTES ON REDEMPTION OR TERMINATION
OF THE TRUST

    It is  anticipated  that  the  redemption  right  will  not be  the  primary
mechanism for Trust Unitholders to liquidate their investment.  Securities which
may be received as a result of a redemption of Trust Units will not be listed on
any stock exchange and no market for such securities is expected to develop. The
securities so  distributed  may not be qualified  investments  for Exempt Plans,
depending  upon the  circumstances  existing at that time. On termination of the
Trust, the Trustees may distribute the securities directly to Trust Unitholders,
subject to obtaining all of the  necessary  regulatory  approvals.  In addition,
there may be resale  restrictions  imposed by applicable law upon the recipients
of securities pursuant to the redemption right.

DEBT SERVICE

    AmalgamationCo  and its  affiliates  may,  from  time  to  time,  finance  a
significant  portion of its operations  through debt. Amounts paid in respect of
interest and principal on debt incurred by AmalgamationCo and its affiliates may
impair  AmalgamationCo's  and its affiliates' ability to satisfy its obligations
under  their debt  instrument(s).  Variations  in interest  rates and  scheduled
principal  repayments could result in significant changes in the amount required
to be applied to debt service before payment of inter-entity  debt.  Ultimately,
this may  result  in lower  levels  of  Distributable  Cash  for the  Trust  and
subordination  agreements or other debt obligations  could  ultimately  preclude
distributions.

TAXATION OF THE TRUST

    There  can be no  assurance  that  Canadian  federal  income  tax  laws  and
administrative  policies respecting the treatment of mutual fund trusts will not
be changed in a manner which  adversely  affects the holders of the Trust Units.
For  example,  if the Trust ceases to qualify as a "mutual fund trust" under the
Tax Act,  the income tax  considerations  described  under the heading  "CERTAIN
CANADIAN  FEDERAL INCOME TAX  CONSIDERATIONS"  would be materially and adversely
different in certain respects.

FEDERAL GOVERNMENT REVIEW OF INCOME TRUSTS AND SIMILAR FLOW-THROUGH ENTITIES

    On September 8, 2005 the federal  Department of Finance recently  released a
consultation  paper  soliciting  views on a number of tax related issues arising
from income  trusts and other  flow-through  entities.  The  consultation  paper
identifies certain specific issues, including the effect of income trusts on the
allocation of investment  capital and the fact that the  distribution of cash by
income trusts allows investors rather than managers to make decisions concerning
the reinvestment of free cash flow. The  consultation  paper also suggests three
possible  policy  responses:  limiting  the  deduction  of interest  expenses by
subsidiary  operating  entities;  taxing  income  trusts in a manner  similar to
corporations;  or better  integrating  the  personal  and  corporate  income tax
system.  The consultation  period ends on December 31, 2005. Whether the federal
government makes future changes to the tax rules applicable to income trusts and
their  investors  is  uncertain  and,  the  nature of such  changes,  if any are
implemented, is equally uncertain.

ADVANCE TAX RULINGS ON INCOME TRUST STRUCTURES

    On September 20, 2005, the federal  government  announced that the CRA would
not issue any further  advance tax rulings  relating to income  trusts and other
flow-through  entities.  As part of the process of  converting  Precision  to an
income trust  structure,  Precision had made an  application  for an advance tax
ruling seeking  clarification of the tax consequences of certain elements of its
proposed  structure.  This  ruling  request was made in order to receive as much
assurance  as  possible  from the  federal  taxation  authorities  relating to a
limited number of issues that have been previously ruled on favourably for other
taxpayers  by the CRA.  Precision  is  proceeding  with the  necessary  steps to
implement the  Arrangement and its conversion to an income trust as described in
this Information  Circular,  subject to  Securityholder  and other approvals and
without  the  benefit of the  advance tax ruling  previously  applied  for.  The
absence of the advance tax ruling  increases the risk that the tax  consequences
to the Trust of certain  elements of its proposed income trust structure will be
other than as presently anticipated by Precision.

TAXATION OF AMALGAMATIONCO

    Income fund  structures  often involve  significant  amounts of inter-entity
debt, generating  substantial interest expense,  which serves to reduce earnings
and  therefore  income tax payable.  The Trustees  expect this to be the case in
respect of AmalgamationCo and its interest expense on the  AmalgamationCo  Debt.


                                       95
<PAGE>

There can be no assurance that taxation  authorities  will not seek to challenge
the amount of interest  expense  deducted.  If such a challenge  were to succeed
against AmalgamationCo,  it could have a materially adverse affect on the amount
of distributable cash available.

NET ASSET VALUE

    The net asset  value of the  assets of the Trust from time to time will vary
dependent upon a number of factors beyond the control of management. The trading
prices of the Trust  Units from time to time is also  determined  by a number of
factors which are beyond the control of management  and such trading  prices may
be greater than the net asset value of the Trust's assets.

RESIDUAL LIABILITIES OF PRECISION

    Following the Amalgamation, AmalgamationCo will be the corporation resulting
from  the   amalgamation   of  PD  Amalco  and   AcquisitionCo.   As  a  result,
AmalgamationCo will own, directly or indirectly, all of the assets of Precision.
As the successor entity to Precision, AmalgamationCo will retain all liabilities
of  Precision,  including  liabilities  relating  to  corporate  and  income tax
matters.

UNITHOLDER LIMITED LIABILITY

    The  Declaration of Trust provides that no Unitholder will be subject to any
liability in connection  with the Trust or its  obligations  and affairs and, in
the  event  that  a  court  determines  Unitholders  are  subject  to  any  such
liabilities,  the  liabilities  will be  enforceable  only against,  and will be
satisfied only out of the Trust's assets.  Pursuant to the Declaration of Trust,
the Trust will  indemnify  and hold  harmless  each  Unitholder  from any costs,
damages,  liabilities,  expenses,  charges and losses  suffered by a  Unitholder
resulting  from or  arising  out of such  Unitholder  not  having  such  limited
liability.

    The Declaration of Trust provides that all written  instruments signed by or
on behalf of the Trust must contain a provision  to the effect that  obligations
under  those  instruments  will  not be  binding  upon  Unitholders  personally.
Personal liability may however arise in respect of claims against the Trust that
do not arise under  contracts,  including  claims in tort,  claims for taxes and
possibly  certain other statutory  liabilities.  The possibility of any personal
liability of this nature arising is considered unlikely.

    The INCOME TRUSTS  LIABILITY ACT (Alberta)  came into force on July 1, 2004.
The legislation provides that a unitholder will not be, as a beneficiary, liable
for any act,  default,  obligation  or liability of the  trustee(s)  that arises
after the legislation  came into force.  However,  this  legislation has not yet
been ruled on by the courts.

    THE  OPERATIONS OF THE TRUST WILL BE CONDUCTED,  UPON THE ADVICE OF COUNSEL,
IN SUCH A WAY AND IN SUCH  JURISDICTIONS  AS TO  AVOID  AS FAR AS  POSSIBLE  ANY
MATERIAL  RISK OF LIABILITY  TO THE  UNITHOLDERS  FOR CLAIMS  AGAINST THE TRUST,
INCLUDING BY OBTAINING APPROPRIATE INSURANCE,  WHERE AVAILABLE AND TO THE EXTENT
COMMERCIALLY FEASIBLE.

DEDUCTIBILITY OF EXPENSES

    Although the Trustees are of the view that all expenses to be claimed by the
Trust, PDLP and AmalgamationCo  will be reasonable and deductible,  there can be
no  assurance  that  CRA  will  agree.  If  CRA   successfully   challenges  the
deductibility  of any such  expenses,  the  return to Trust  Unitholders  may be
adversely affected.

PDLP

    As the  Exchangeable  LP Units are  intended  to be the voting and  economic
equivalent of Trust Units, for a discussion of the risk factors  associated with
holding,  and the ownership of,  Exchangeable  LP Units, in addition to the risk
factors disclosed under this heading, please refer to the discussion of the risk
factors  above under the heading  "RISK  FACTORS -- THE  TRUST".  A  prospective
investor should consider carefully all such risk factors.

RISKS ASSOCIATED WITH EXCHANGEABLE LP UNITS

    Certain  risks are  associated  with an  Eligible  Shareholder  electing  to
receive Exchangeable LP Units under the Arrangement,  including: restrictions on
the  ability of a holder to  transfer  Exchangeable  LP Units;  the fact that no
opinion has been  requested  or obtained by Precision or the Trust as to the tax
consequences  of such  election to a particular  Eligible  Shareholder  and that
neither  Precision nor the Trust is providing any  representation  as to the tax
consequences of any such election.


                                       96
<PAGE>

INDEMNITY OF LIMITED PARTNERS

    While  the  General   Partner  has  agreed  pursuant  to  the  PDLP  Limited
Partnership  Agreement,  to indemnify  the limited  partners of PDLP,  including
without  limitation  holders  of PDLP A Units and  Exchangeable  LP  Units,  the
General Partner may not have sufficient assets to honour such indemnification.

RISKS RELATING TO THE BUSINESS CURRENTLY CONDUCTED BY PRECISION

GENERAL

    Certain  activities of Precision are affected by factors that are beyond its
control or influence.  The Canadian contract  drilling,  service rig,  snubbing,
rentals and related services businesses and activities of Precision are directly
affected  by  fluctuations  in  the  levels  of  exploration,   development  and
production activity carried on by its customers,  which, in turn, is dictated by
numerous  factors,  including world energy prices and government  policies.  Any
addition to or elimination or curtailment of government regulation or incentives
could have a significant impact on the oil and gas industry in Canada.

OPERATIONS DEPENDENT ON THE PRICES OF OIL AND GAS

    Precision's  revenue,  cash flow and  earnings are  substantially  dependent
upon,  and  affected  by,  the  level of  activity  associated  with oil and gas
exploration and production.  Both short-term and long-term trends in oil and gas
prices affect the level of such activity. Oil and gas prices and, therefore, the
level of drilling,  exploration and production  activity have been volatile over
the past few years and likely will continue to be volatile.  Worldwide military,
political and economic  events,  including  initiatives by the  Organization  of
Petroleum  Exporting  Countries,  may affect both the demand for, and the supply
of, oil and gas. Weather conditions, governmental regulation (both in Canada and
elsewhere),  levels of consumer demand,  the availability of pipeline  capacity,
and other factors beyond  Precision's  control may also affect the supply of and
demand  for oil and gas and thus  lead to  future  price  volatility.  Precision
believes  that any  prolonged  reduction in oil and gas prices would depress the
level of  exploration  and  production  activity.  This would likely result in a
corresponding  decline in the demand for  Precision's  services and could have a
material adverse effect on its revenues, cash flows and profitability. Lower oil
and gas prices  could also cause  Precision's  customers  to seek to  terminate,
renegotiate or fail to honour Precision's drilling contracts; which could affect
the FMV of its rig fleet which in turn could trigger a writedown for  accounting
purposes;   which  could  affect  Precision's  ability  to  retain  skilled  rig
personnel;  and which  could  affect  Precision's  ability  to obtain  access to
capital to finance and grow its  businesses.  There can be no assurance that the
future level of demand for Precision's  services or future conditions in the oil
and gas and oilfield services industries will not decline.

COMPETITIVE INDUSTRY

    The  oilfield  services  industry in which  Precision  operates is, and will
continue to be, very  competitive.  There is no assurance that Precision will be
able to continue to compete  successfully  or that the level of competition  and
pressure on pricing will not affect its margins.


                                       97
<PAGE>


BUSINESS INTERRUPTION AND CASUALTY LOSSES

    Precision's operations are subject to many hazards inherent in the drilling,
workover  and  well-servicing   industries,   including   blowouts,   cratering,
explosions,  fires, loss of well control, loss of hole, damaged or lost drilling
equipment and damage or loss from inclement weather or natural disasters. Any of
these hazards could result in personal injury or death, damage to or destruction
of equipment and facilities, suspension of operations,  environmental damage and
damage to the property of others. Generally,  drilling contracts provide for the
division of  responsibilities  between a drilling company and its customer,  and
Precision  seeks to obtain  indemnification  from its  customers by contract for
certain of these risks.  To the extent that Precision is unable to transfer such
risks to customers by contract or  indemnification  agreements,  Precision seeks
protection  through  insurance.  However,  Precision  cannot  ensure  that  such
insurance  or  indemnification  agreements  will  adequately  protect it against
liability  from all of the  consequences  of the hazards  described  above.  The
occurrence of an event not fully insured or indemnified  against, or the failure
of a customer or insurer to meet its  indemnification or insurance  obligations,
could result in substantial losses. In addition,  insurance may not be available
to cover  any or all of these  risks,  or,  even if  available,  that it will be
adequate or that insurance  premiums or other costs will not rise  significantly
in the future, so as to make such insurance prohibitive. This is particularly of
concern in the wake of the September 11 terrorist  attacks,  which have resulted
in   significantly   increased   insurance   costs,   deductibles  and  coverage
restrictions.  In future insurance renewals Precision may choose to increase its
self insurance retentions (and thus assume a greater degree of risk) in order to
reduce insurance premiums.

ENVIRONMENTAL LEGISLATION

    Precision's  operations  are  subject  to  numerous  laws,  regulations  and
guidelines  governing the management,  transportation  and disposal of hazardous
substances and other waste materials and otherwise relating to the protection of
the  environment and health and safety.  These laws,  regulations and guidelines
include  those  relating  to  spills,  releases,  emissions  and  discharges  of
hazardous  substances or other waste materials into the  environment,  requiring
removal or  remediation  of pollutants or  contaminants  and imposing  civil and
criminal penalties for violations.  Some of the laws, regulations and guidelines
that apply to  Precision's  operations  also  authorize  the recovery of natural
resource  damages by the  government,  injunctive  relief and the  imposition of
stop,  control,  remediation  and  abandonment  orders.  The costs  arising from
compliance  with such  laws,  regulations  and  guidelines  may be  material  to
Precision.

    The trend in environmental  regulation has been to impose more  restrictions
and  limitations on activities  that may impact the  environment,  including the
generation  and  disposal  of  wastes  and  the  use and  handling  of  chemical
substances.  These  restrictions and limitations have increased  operating costs
for both  Precision  and its  customers.  Any  regulatory  changes  that  impose
additional  environmental  restrictions  or  requirements  on  Precision  or its
customers could adversely affect Precision through increased operating costs and
potential decreased demand for Precision's services.

    While  Precision  maintains  liability  insurance,  including  insurance for
environmental claims, the insurance is subject to coverage limits and certain of
Precision's  policies exclude coverage for damages resulting from  environmental
contamination.  There can be no assurance  that  insurance  will  continue to be
available to Precision on commercially reasonable terms, that the possible types
of liabilities  that may be incurred by Precision will be covered by Precision's
insurance,  or that the  dollar  amount  of such  liabilities  will  not  exceed
Precision's policy limits.  Even a partially  uninsured claim, if successful and
of sufficient  magnitude,  could have a material  adverse  effect on Precision's
business, results of operations and prospects.

BUSINESS IS SEASONAL

    In  Canada,  the level of  activity  in the  oilfield  service  industry  is
influenced by seasonal weather patterns.  During the spring months,  wet weather
and the spring thaw make the ground unstable.  Consequently,  municipalities and
provincial  transportation  departments  enforce  road  bans that  restrict  the
movement of rigs and other heavy equipment, thereby reducing activity levels and
placing an increased  level of importance on the location of our equipment prior
to  imposition  of the road bans.  Additionally,  certain oil and gas  producing
areas are located in sections of the Western Canadian Sedimentary Basin that are
inaccessible,   other  than  during  the  winter  months,   because  the  ground
surrounding  or containing the drilling sites in these areas consists of terrain
known as  muskeg.  Until  the  muskeg  freezes,  the rigs  and  other  necessary
equipment  cannot cross the terrain to reach the drilling site.  Moreover,  once
the rigs and other equipment have been moved to a drilling site, they may become
stranded or otherwise  unable to relocate to another site should the muskeg thaw
unexpectedly.  Precision's  financial results depend, at least in part, upon the
severity and duration of the Canadian winter.


                                       98
<PAGE>

TAX CONSEQUENCES OF PREVIOUS TRANSACTIONS COMPLETED BY PRECISION

    The  business  and  operations  of  Precision  prior  to  completion  of the
Arrangement have been complex and Precision has executed a number of significant
financings, business combinations, acquisitions and dispositions over the course
of its history.  The  computation  of income taxes  payable as a result of these
transactions,  and in  particular  those  completed  within the past five years,
involves many complex factors as well as Precision's  interpretation of relevant
tax  legislation  and  regulations.  Precision's  management  believes  that the
provision for income tax is adequate and in accordance  with generally  accepted
accounting principles and applicable legislation and regulations. However, there
are a number of tax filing  positions that can still be the subject of review by
taxation authorities who may successfully  challenge Precision's  interpretation
of the  applicable  tax  legislation  and  regulations,  with  the  result  that
additional  taxes could be payable by  AmalgamationCo  after  completion  of the
Arrangement and the amount payable could be up to $300 million.  Any increase in
AmalgamationCo's   tax   liability   would  reduce  the  funds   available   for
distributions on the Trust Units.

CREDIT RISK

    Precision's  accounts  receivable are with customers involved in the oil and
gas  industry,  whose  revenues  may be impacted by  fluctuations  in  commodity
prices. Although collection of these receivables could be influenced by economic
factors affecting this industry,  management considers the risk of a significant
loss to be remote at this time.

POTENTIAL UNKNOWN LIABILITIES

    In connection  with the Plan and the  transactions  described under the "THE
ARRANGEMENT -- DETAILS OF THE ARRANGEMENT",  including the  Amalgamation,  there
may be unknown  liabilities assumed by the Trust through its direct and indirect
interests in AmalgamationCo and PDLP,  respectively,  including those associated
with prior  acquisitions  and dispositions by Precision as well as environmental
issues or tax issues.  Specifically,  Precision has provided certain indemnities
to the purchaser of CEDA  International  Corporation  and to  Weatherford in the
respective  purchase and sale agreements  pertaining to these two  transactions.
The discovery of any material  liabilities  could have a material adverse affect
on the financial condition and results of operations of AmalgamationCo and, as a
result, the amount of cash available for distribution to Unitholders.  Precision
is not aware of any undisclosed liabilities.

CAPITAL EXPENDITURES

    The timing and amount of capital  expenditures  by Precision  will  directly
affect the amount of cash available for distribution to Unitholders. The cost of
equipment has escalated  over the past several years as a result of, among other
things,  more  stringent  emission  controls and high input  costs.  There is no
assurance  that  Precision  will be able to recover higher capital costs through
rate increases to its customers,  and in such event,  cash  distributions may be
reduced.

ACCESS TO ADDITIONAL FINANCING

    Precision may find it necessary in the future to obtain  additional  debt or
equity   financing  to  support  ongoing   operations,   to  undertake   capital
expenditures  or  to  undertake   acquisitions  or  other  business  combination
transactions.  There  can be no  assurance  that  additional  financing  will be
available  to  Precision  when  needed  or on  terms  acceptable  to  Precision.
Precision's  inability to raise  financing to support  ongoing  operations or to
fund capital expenditures or acquisitions could limit Precision's growth and may
have a material adverse effect upon Precision.

ARRANGEMENT DEPENDENT ON WEATHERFORD REGISTRATION STATEMENT

    The Arrangement  cannot be completed until the U.S.  Securities and Exchange
Commission  declares  effective  the  filing  of  a  Registration  Statement  by
Weatherford in respect of the transfer of the Weatherford Shares by Precision to
its  Shareholders.  Pursuant to the  Weatherford  Transaction,  Weatherford  has
agreed  with  Precision  that it will  file a  Registration  Statement  and will
continue  to take  steps to have  that  filing  declared  effective  by the U.S.
Securities  and  Exchange  Commission,   however,  timing  of  receipt  of  that
declaration is uncertain and could delay the completion of the Arrangement.

                              GENERAL PROXY MATTERS

SOLICITATION OF PROXIES

    This  Information  Circular is furnished in connection with the solicitation
of proxies by the management of Precision and the associated costs will be borne
by Precision. The solicitation will be made primarily by mail but may also be by


                                       99
<PAGE>

newspaper publication,  in person or by telephone,  fax or oral communication by
directors,  officers, employees of Precision and/or Georgeson Shareholder Canada
("GEORGESON"). Precision has retained Georgeson to assist in the solicitation of
proxies.  Precision expects to pay Georgeson  approximately  $40,000-$90,000 for
these services and reimbursement of Georgeson's costs and expenses in connection
with the solicitation.

APPOINTMENT AND REVOCATION OF PROXIES

    Accompanying this Information Circular are, in the case of holders of Common
Shares,  a form of proxy  printed  on WHITE  paper and in the case of holders of
Options, a form of proxy printed on GREEN paper for use at the Meeting.

    The persons  named in the enclosed  forms of proxy are directors or officers
of Precision.  A SECURITYHOLDER  DESIRING TO APPOINT A PERSON (WHO NEED NOT BE A
SECURITYHOLDER)  TO REPRESENT  SUCH  SECURITYHOLDER  AT A MEETING OTHER THAN THE
PERSONS  DESIGNATED  IN THE  ACCOMPANYING  FORMS OF PROXY  MAY DO SO  EITHER  BY
INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE APPROPRIATE FORM
OF PROXY OR BY COMPLETING  ANOTHER FORM OF PROXY AND, IN EITHER CASE, SENDING OR
DELIVERING THE COMPLETED PROXY TO THE OFFICES OF COMPUTERSHARE  TRUST COMPANY OF
CANADA, 100 UNIVERSITY AVENUE,  TORONTO,  ONTARIO, M5J 2Y1. A form of proxy must
be  received  by  Computershare  Trust  Company of Canada not less than 48 hours
(excluding Saturdays,  Sundays and statutory holidays) prior to the time set for
the Meeting or any  adjournment  thereof.  Failure to so deposit a form of proxy
shall result in its invalidation.

    A  Securityholder  who has  given a form of proxy  may  revoke  it as to any
matter on which a vote has not already been cast pursuant to its authority by an
instrument in writing  executed by such  Securityholder  or by his attorney duly
authorized in writing or, if the Securityholder is a corporation,  by an officer
or attorney thereof duly authorized, and deposited either at the above mentioned
office of  Computershare  Trust Company of Canada on or before the last Business
Day  preceding  the day of the  Meeting or any  adjournment  thereof or with the
chairman of the Meeting on the day of the Meeting or any adjournment thereof.

    The Precision Directors have fixed the record date for the Meeting as at the
close of business on September 30, 2005. Shareholders of record as at the Record
Date are  entitled to receive  notice of, to attend and to vote at the  Meeting,
except to the extent a holder of Common Shares transfers any Common Shares after
the Record Date and the transferee of those Common Shares establishes  ownership
of the Common  Shares and  demands,  not later than 10 days before the  Meeting,
that the  transferee's  name be included in the list of holders of Common Shares
entitled to vote, in which case such  transferee  shall be entitled to vote such
Common Shares at the Meeting.

SIGNATURE OF PROXY

    The form of proxy must be executed  by the  Securityholder  or his  attorney
authorized in writing,  or if the  Securityholder is a corporation,  the form of
proxy  should be signed in its  corporate  name under its  corporate  seal by an
authorized  officer whose title should be indicated.  A proxy signed by a person
acting as attorney or in some other representative  capacity should reflect such
person's  capacity  following  his signature  and should be  accompanied  by the
appropriate  instrument  evidencing  qualification  and authority to act (unless
such instrument has been previously filed with Precision).

VOTING OF PROXIES

    The  persons  named  in the  accompanying  forms  of  proxy  will  vote  the
Securities  in  respect  of which  they are  appointed  in  accordance  with the
direction  of the  Securityholder  appointing  them.  IN  THE  ABSENCE  OF  SUCH
DIRECTION,  SUCH  SECURITIES  WILL BE VOTED FOR THE APPROVAL OF THE  ARRANGEMENT
RESOLUTION.

    Should you require  assistance  in completing  your proxy or have  questions
regarding so, please contact Georgeson Shareholder toll free at 1-866-430-2001.

EXERCISE OF DISCRETION OF PROXY

    THE ENCLOSED FORMS OF PROXY CONFER DISCRETIONARY  AUTHORITY UPON THE PERSONS
NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS  IDENTIFIED IN
THE  ACCOMPANYING  NOTICE OF  MEETING  AND THIS  INFORMATION  CIRCULAR  AND WITH
RESPECT TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.  AT THE DATE
OF THIS  INFORMATION  CIRCULAR,  MANAGEMENT OF PRECISION KNOWS OF NO AMENDMENTS,
VARIATIONS  OR OTHER  MATTERS TO COME BEFORE THE MEETING  OTHER THAN THE MATTERS
REFERRED TO IN THE NOTICE OF MEETING.


                                      100
<PAGE>

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

    As at September 15, 2005 there were 123,771,036  Common Shares and 4,293,200
Options issued and  outstanding.  To the knowledge of the directors and officers
of Precision,  as at September 15, 2005 no person or company beneficially owned,
directly or indirectly, or exercised control or direction, over more than 10% of
the Common Shares.

PROCEDURE AND VOTES REQUIRED

ARRANGEMENT RESOLUTION

    The Interim  Order  provides  that each holder of Securities at the close of
business on the Record Date will be entitled to receive notice of, to attend and
to vote at the Meeting. In addition, the Interim Order provides that each holder
of Securities issued by Precision after the Record Date and prior to the date of
the Meeting  will be entitled to receive  notice of and to vote at the  Meeting.
Each  such  Securityholder  will be  entitled  to vote in  accordance  with  the
provisions  set out  below,  provided  that,  to the extent  that a  Shareholder
transfers  the  ownership  of any Common  Shares  after the Record  Date and the
transferee of those Common Shares establishes ownership of the Common Shares and
demands,  not later than 10 days before the Meeting,  to be included in the list
of  Shareholders  entitled  to  vote at the  Meeting,  such  transferee  will be
entitled to vote those Common Shares at the Meeting.

    Pursuant to the Interim Order:

        (a) each  Shareholder will be entitled to one vote for each Common Share
    held and each  Optionholder  will be  entitled  to one vote for each  Common
    Share issuable upon the exercise of such Options;

        (b) the majority required to pass the Arrangement Resolution,  shall be,
    subject to further order of the Court, not less than two-thirds of the votes
    cast,  either in person or by proxy, at the Meeting by the  Securityholders,
    voting together as a single class;

        (c) the quorum at the  Meeting  will be two  Securityholders  present in
    person  or by proxy and  holding  or  representing  not less than 10% of the
    Securities entitled to be voted at such Meeting; and

        (d) if no quorum of  Securityholders is present within 30 minutes of the
    appointed time of the Meeting, the Meeting shall stand adjourned to the same
    day in the next week if a Business  Day and, if such day is a non-  Business
    Day, the Meeting  shall be adjourned to the next  Business Day following one
    week after the day appointed for the Meeting at the same time and place, and
    if at such adjourned  meeting a quorum is not present,  the  Securityholders
    present, if at least two, shall be a quorum for all purposes.

                                  OTHER MATTERS

    The management of Precision knows of no amendment, variation or other matter
to come before the Meeting  other than the matters  referred to in the Notice of
Meeting.  However,  if any other matter  properly comes before the Meeting,  the
accompanying  proxy  will be voted on such  matter in  accordance  with the best
judgment of the person voting the proxy.





                                      101
<PAGE>

                                AUDITORS' CONSENT

The Board of Directors of Precision Drilling Corporation:

    We have read the  Information  Circular dated October 3, 2005  ("Information
Circular") with respect to the proposed Plan of Arrangement  involving Precision
Drilling  Corporation  ("Precision"),  its  security  holders and certain  other
entities.  We have complied with Canadian  generally  accepted  standards for an
auditors' involvement with offering documents.

    We  consent  to  the  incorporation  by  reference  in  the  above-mentioned
Information  Circular  of our report to the  shareholders  of  Precision  on the
amended  consolidated  balance  sheets of  Precision as at December 31, 2004 and
2003 and the amended consolidated statements of income and retained earnings and
cash flow for the years then ended. Our report is dated February 8, 2005 (except
for Notes 15 and 19 which are as of September 13, 2005).

    We consent to the use in the  above-mentioned  Information  Circular  of our
report to the Trustees of the Trust on the balance  sheet of Precision  Drilling
Trust as at September 22, 2005. Our report is dated September 30, 2005.

(signed) "KPMG LLP" Chartered Accountants

Calgary, Alberta
October 3, 2005



                                      102
<PAGE>


                                   APPENDIX A

                             ARRANGEMENT RESOLUTION







                                      103
<PAGE>

                             ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

    1. the  arrangement  under  section  193 of the  BUSINESS  CORPORATIONS  ACT
       (Alberta) (the  "ARRANGEMENT")  substantially as set forth in the plan of
       arrangement  (the  "PLAN  OF  ARRANGEMENT")  attached  as  Schedule  A to
       Appendix  C to the  Information  Circular  dated  October  3,  2005  (the
       "INFORMATION CIRCULAR") accompanying the notice of this meeting is hereby
       authorized, approved, ratified and confirmed;

    2. the  Arrangement  Agreement  dated  September  29,  2005 among  Precision
       Drilling  Corporation  ("PRECISION"),  Precision Drilling Trust,  1194312
       Alberta Ltd., Precision Drilling Limited Partnership, and 1195309 Alberta
       ULC  (the  "ARRANGEMENT  AGREEMENT"),  a copy of  which  is  attached  as
       Appendix  C  to  the  Information  Circular,   with  such  amendments  or
       variations  thereto made in accordance  with the terms of the Arrangement
       Agreement  as may be approved by the persons  referred to in  paragraph 4
       hereof, such approval to be evidenced conclusively by their execution and
       delivery of any such  amendments  or  variations,  is hereby  authorized,
       approved, ratified and confirmed;

    3. notwithstanding  that this  resolution  has been duly  passed  and/or has
       received the approval of the Court of Queen's Bench of Alberta, the board
       of directors of Precision may,  without  further notice to or approval of
       the  holders of common  shares or the  holders  of options of  Precision,
       subject  to  the  terms  of  the  Arrangement,  amend  or  terminate  the
       Arrangement   Agreement  or  the  Plan  of  Arrangement  or  revoke  this
       resolution  at any time prior to the filing of  Articles  of  Arrangement
       giving effect to the Arrangement; and

    4. any  director or officer of Precision  is hereby  authorized,  for and on
       behalf of Precision,  to execute and deliver  Articles of Arrangement and
       to execute,  with or without the corporate  seal,  and, if,  appropriate,
       deliver all other documents and instruments and to do all other things as
       in the opinion of such  director or officer may be necessary or desirable
       to implement this  resolution  and the matters  authorized  hereby,  such
       determination to be conclusively  evidenced by the execution and delivery
       of any such document or instrument, and the taking of any such action.

                                   APPENDIX B

                                  INTERIM ORDER

                                                           Action No. 0501-14043

                    IN THE COURT OF QUEEN'S BENCH OF ALBERTA
                          JUDICIAL DISTRICT OF CALGARY

IN THE MATTER OF SECTION 193 OF THE BUSINESS  CORPORATIONS ACT, R.S.A.  2000, C.
B-9, AS AMENDED

AND IN  THE  MATTER  OF A  PROPOSED  ARRANGEMENT  INVOLVING  PRECISION  DRILLING
CORPORATION,  PRECISION DRILLING TRUST, 1194312 ALBERTA LTD., PRECISION DRILLING
LIMITED PARTNERSHIP,  CERTAIN DIRECT AND INDIRECT  WHOLLY-OWNED  SUBSIDIARIES OF
PRECISION   DRILLING   CORPORATION  AND  PRECISION   DRILLING  TRUST,   AND  THE
SECURITYHOLDERS OF PRECISION DRILLING CORPORATION

                       BEFORE THE HONOURABLE  )   AT THE COURT HOUSE, AT
                       JUSTICE B.C.E. ROMAINE )   CALGARY,
                       IN CHAMBERS            )   ALBERTA, ON THE 29TH DAY OF
                                              )   SEPTEMBER, 2005.

                                  INTERIM ORDER

UPON the Petition of Precision Drilling Corporation ("PRECISION");

AND UPON  reading the  Petition  and the  Affidavit  of Robert T.  German,  Vice
President and Chief Accounting Officer of Precision, filed;


                                      104
<PAGE>

AND UPON hearing counsel for Precision;

AND UPON noting the consent of counsel for  Precision  Drilling  Trust,  1194312
Alberta Ltd.,  Precision  Drilling  Limited  Partnership  and certain direct and
indirect wholly-owned subsidiaries of Precision;

AND UPON noting that the Executive Director of the Alberta Securities Commission
(the  "EXECUTIVE  DIRECTOR") has been served with notice of this  application as
required by subsection 193(8) of the BUSINESS  CORPORATIONS ACT, R.S.A. 2000, c.
B-9 (the "ABCA") and that the  Executive  Director  does not intend to appear or
make submissions with respect to this application;

FOR THE PURPOSES OF THIS ORDER:

    (a) the capitalized  terms not defined in this Order shall have the meanings
        attributed to them in the draft  Information  Circular of Precision (the
        "INFORMATION  CIRCULAR"),  which  is  attached  as  Exhibit  "A"  to the
        Affidavit   of  Robert  T.  German   sworn   September   29,  2005  (the
        "AFFIDAVIT"); and

    (b) all references to  "ARRANGEMENT"  used herein mean the Plan as described
        in  the  Affidavit  and  in  the  form  attached  as  Schedule  A to the
        Arrangement   Agreement,   which  is  attached  as  Appendix  C  to  the
        Information Circular.

IT IS ORDERED THAT:

THE MEETING

    1. The Meeting shall be a single  meeting of holders of  Precision's  Common
       Shares  ("Shareholders"),  and  holders of Options to acquire  its Common
       Shares ("OPTIONHOLDERS")  (collectively, the "SECURITYHOLDERS") who shall
       vote together as a single class.

    2. Precision  is  authorized  and  directed  to call,  hold and  conduct the
       Meeting in accordance with the Notice of Meeting, the ABCA and applicable
       securities  laws, the articles and by-laws of Precision,  this Order, and
       the rulings and  directions  of the Chairman of the Meeting,  and in that
       connection  to submit the Plan to the  Meeting for the  consideration  of
       Securityholders.

AMENDMENTS

    3. Precision  is  authorized  to  make  such  amendments,  revisions  and/or
       supplements to the Plan as it may determine,  and the Plan as so amended,
       revised  and/or  supplemented  shall be the Plan submitted to the Meeting
       and the subject of the Arrangement Resolution.

ADJOURNMENTS AND POSTPONEMENTS

    4. Precision  (acting  through the Chairman of the Meeting),  if it deems it
       advisable,  is specifically authorized to adjourn or postpone the Meeting
       on one or more  occasions  without the  necessity of first  convening the
       Meeting or first  obtaining any vote of  Securityholders  respecting  the
       adjournment or postponement.

RECORD DATE FOR NOTICE

    5. The record date for determination of Securityholders  entitled to receive
       the Notice of Meeting,  Notice of Petition,  Information Circular,  proxy
       and Letter of Transmittal and Election Form shall be September 30, 2005.

NOTICE OF MEETING

    6. Precision  shall give  notice of the Meeting in the form of the Notice of
       Meeting.  The Notice of Meeting shall be given, by one of the methods set
       out in  paragraph  9 of this  Order,  not later than 21 days prior to the
       date  established  for the Meeting in the Notice of  Meeting.  Accidental
       failure  or  omission  to give  notice as a result of events  beyond  the
       reasonable control of Precision (including, without limitation, inability
       to utilize  postal  services  or  transmission  interruptions)  shall not
       constitute  a breach  of this  Order or a defect  in the  calling  of the
       Meeting,  but if any such failure or omission is brought to the attention
       of  Precision it shall be rectified by Precision by the method and in the
       time most  reasonably  practicable  in the  circumstances.  The Notice of
       Meeting  shall  be  deemed  to have  been  received  in  accordance  with
       paragraph 11 of this Order.


                                      105
<PAGE>

THE INFORMATION CIRCULAR

    7. Precision is authorized and directed to send the Information  Circular to
       Securityholders   and  is  specifically   authorized  to  incorporate  by
       reference the documents listed therein. The Information Circular shall be
       distributed  or made  available in  accordance  with  paragraph 9 of this
       Order  and  shall be deemed to have  been  received  in  accordance  with
       paragraph 11 of this Order.

SOLICITATION OF PROXIES

    8. Precision is authorized to use the proxies  enclosed with the Information
       Circular,  subject  to its  ability  to insert  dates and other  relevant
       information in the final forms of such proxies.  Precision is authorized,
       at its expense,  to solicit  proxies,  directly and through its officers,
       directors and employees, and through such agents or representatives as it
       may retain for that purpose,  and by mail or such other forms of personal
       and electronic communication as it may determine.

METHOD OF DISSEMINATION

    9.  The Notice of Meeting, Notice of Petition,  Information Circular, proxy,
        Letter of Transmittal  and Election Form and any other  communication(s)
        and/or  documents  relating to the Meeting as  determined  by  Precision
        (including  a copy of this Order)  shall be  disseminated,  distributed,
        sent,  served  upon and given to  Securityholders  in one or more of the
        following methods:

    (a) by first class prepaid  mail,  addressed to each  Securityholder  at the
        address of the Securityholder recorded on the registers of Precision;

    (b) by  delivery,  in  person  or by  recognized  courier  service,  to  the
        addresses specified in paragraph (a) above; or

    (c) by facsimile transmission to any Securityholder who identifies itself to
        the  satisfaction  of Precision and the  scrutineers,  who requests such
        transmission and if required by Precision is prepared to pay the charges
        for such transmission,

    and shall be sent by first class  prepaid mail to the directors and auditors
    of Precision and the Executive Director,  and shall be electronically  filed
    with the  Toronto  Stock  Exchange  via the system for  electronic  document
    analysis and retrieval; and substantial compliance with this paragraph shall
    constitute good and sufficient notice of the Meeting.

    10. Notice  of  any  amendments,  updates,  or  supplements  to  any  of the
        information  provided  pursuant  to  paragraph  9 of this  Order  may be
        communicated   to   Securityholders   by   press   release,    newspaper
        advertisement  or by notice to  Securityholders  by one of time  methods
        specified in  paragraph 9 of this Order,  as  determined  to be the most
        appropriate  method  of  communication  by the  board  of  directors  of
        Precision.

DEEMED RECEIPT OF NOTICE

    11. The Notice of Meeting, Notice of Petition,  Information Circular, proxy,
        Letter of  Transmittal  and Election Form and a copy of this Order shall
        be deemed,  for the  purposes  of this Order,  to have been  received by
        Securityholders:

    (a) in the  case of  mailing,  3 days  after  delivery  thereof  to the post
        office;

    (b) in the case of personal  delivery,  upon receipt thereof by the intended
        addressee or, in the case of delivery by courier, one Business Day after
        receipt by the courier; and

    (c) in the case of facsimile transmission, upon time transmission thereof.

    12. The  Chairman  of the  Meeting  shall be the  person  designated  in the
        by-laws of Precision,  or if so determined by the Precision Directors, a
        member of the  Precision  Directors  present at the Meeting and selected
        for that  purpose by the  Precision  Directors  present.  The duties and
        authorities of the Chairman shall extend in every respect to the conduct
        of the Meeting.


                                      106
<PAGE>

SCRUTINEERS

    13. Subject to its  agreement,  the  scrutineers  for the  meeting  shall be
        Computershare    Trust   Company   of   Canada   (acting   through   its
        representatives  for that purpose).  The duties of the scrutineers shall
        be, inter alia, to monitor and report on  attendance  and to monitor and
        report on all ballots and motions  taken at the  Meeting.  The duties of
        the scrutineers shall extend to:

    (a) invigilating  and  reporting to the Chairman on the deposit and validity
        of proxies;

    (b) reporting to the Chairman on the quorum of the Meeting;

    (c) reporting  to the  Chairman  on any polls  taken or ballots  cast at the
        Meeting; and

    (d) providing to Precision  and to the Chairman and to the  Secretary of the
        Meeting  (described  below) written  reports on matters related to their
        duties.

SECRETARY

    14. The  Secretary  of the  Meeting  shall  be the  Corporate  Secretary  of
        Precision,  or in her  absence,  a person (who need not be an officer or
        employee of Precision)  selected for that purpose by the Chairman of the
        Meeting,  provided that the Secretary shall be entitled to retain others
        to assist in the  performance  of her  duties.  The  Secretary  shall be
        responsible for  maintaining,  or causing to be maintained,  the records
        and proceedings of the Meeting.

DEPOSIT OF PROXIES

    15. Proxies  must be  deposited  with the  scrutineers  at the office of the
        scrutineers  designated  in the  Notice  of  Meeting,  or  with  persons
        appointed by the  scrutineers  for that purpose,  not less than 48 hours
        (excluding Saturdays,  Sundays and statutory holidays) prior to the time
        set for the Meeting, or any adjournment or postponement of the Meeting.

    16. Proxies  must  be  completed  and  executed  in   accordance   with  the
        instructions  contained  thereon.  Proxies must be actually delivered to
        Precision  or the  scrutineers  prior  to or by the time  prescribed  in
        paragraph 15 above,  provided  that, in the  discretion of the Chairman,
        proxies  which  are not  physically  deposited  may be  accepted  by the
        Chairman if transmitted to Precision or the  scrutineers or the Chairman
        in a form and/or by a person, prior to or by the above times, reasonably
        believed by the Chairman to be genuine.

    17. The Chairman is  authorized  to, but need not,  accept any form of proxy
        other than the form(s) prescribed herein which is reasonably believed by
        the Chairman to be in a lawful form, to be genuine,  and to indicate the
        voting intention of the Securityholder or its proxy.

REVOCATION OF PROXIES

    18. Proxies given by  Securityholders  for use at the Meeting may be revoked
        at any time  prior to their  use.  A  Securityholder  giving a proxy may
        revoke  the  proxy:  (a)  by  instrument  in  writing  executed  by  the
        Securityholder or by his or her attorney  authorized in writing,  or, if
        the  Securityholder  is a  corporation,  under its corporate  seal by an
        officer or attorney  thereof  duly  authorized  indicating  the capacity
        under which such officer or attorney is signing,  and  deposited  either
        with the scrutineers at the office of the scrutineers  designated in the
        Notice of Meeting and/or  Information  Circular not later than 5:00 p.m.
        (Calgary  time),  on the  last  Business  Day  preceding  the day of the
        Meeting  (or any  adjournment  or  postponement  thereof)  or  with  the
        Chairman  on the day of the  Meeting  (or  adjournment  or  postponement
        thereof);  (b) by a duly  executed and  deposited  proxy bearing a later
        date or time than the date or time of the proxy  being  revoked;  (c) by
        voting in person at the Meeting (although attendance at the Meeting will
        not in and of itself  constitute a revocation  of proxy);  or (d) in any
        other manner permitted by law.

    19. The Chairman  shall have the  authority  to determine  whether any proxy
        and/or revocation of any proxy and/or reasonable facsimile thereof:

    (a) has been properly executed;

    (b) has been properly delivered;


                                      107
<PAGE>

    (c) is genuine; and/or

    (d) indicates the intention of the Securityholder submitting the same.

    20. Any ruling of the Chairman  shall be final and  determinative,  provided
        that:  (a) the  Chairman  shall be required to report to  Precision  the
        ruling thereon,  and (b) any person properly appearing before this Court
        who wishes to contest any such ruling may do so in  proceedings  in this
        Court.

    21. The right is  reserved  to the  Chairman  to waive any timing or deposit
        requirement  (individually in any particular case or collectively in any
        series  of cases)  prescribed  above,  provided  that he  instructs  the
        scrutineers  prior to the last time at which any proxy or  revocation is
        to be used.

GENERAL PROCEDURES

    22. A ballot shall be taken on the Arrangement  Resolution  presented to the
        Meeting,  and on any other matters properly coming before the Meeting as
        ruled upon by the  Chairman.  The result of any  ballot  taken  shall be
        final and  determinative  of the  question  or  resolution  on which the
        ballot  is  taken  (subject  to  any  contest  thereon  brought  in  any
        proceedings before this Court).

QUORUM AND VOTING

    23. The quorum required at the Meeting will be two  Securityholders  present
        in person,  or represented by proxy, at the opening of the Meeting,  and
        holding or representing not less than 10% of the Securities  entitled to
        be voted at such  Meeting,  provided  that if a quorum is not so present
        within 30 minutes of the  appointed  time of the  Meeting,  the  Meeting
        shall stand adjourned to the same day in the next week if a Business Day
        and, if such day is a  non-Business  Day, the Meeting shall be adjourned
        to the next  Business Day following one week after the day appointed for
        the Meeting at the same time and place, and if at such adjourned meeting
        a quorum is not present,  the Securityholders  present, if at least two,
        shall be a quorum for all purposes.

    24. The vote  required to approve the  Arrangement  Resolution is 66 2/3% of
        the votes  actually  cast (not  counting for this  purpose  abstentions,
        spoiled  votes,  illegible  votes  and/or  defective  votes).  For these
        purposes, Precision's Common Shares shall carry one vote and each Option
        of Precision  shall each carry one vote for each Common Share that would
        be issuable on the exercise of such Option.

PERMITTED ATTENDEES

    25. The persons  entitled to be present at the Meeting are those entitled to
        be  present  pursuant  to the ABCA or other  applicable  statute  or the
        by-laws of Precision,  including, or as well as, as the case may be, the
        following persons:

    (a) the Chairman;

    (b) the Securityholders or their proxies;

    (c) the directors and officers of Precision;

    (d) the scrutineers (and their representatives for that purpose);

    (e) the Secretary (and her assistants);

    (f)the auditors of Precision;

    (g) the legal and financial advisors of Precision;

    (h) the Executive Director (and his representatives); and

    (i)other persons with the permission of the Chairman.


                                      108
<PAGE>

    26. Except for  Securityholders or their proxies and the Executive Director,
        who may address the Meeting as of right,  the Chairman shall be entitled
        to determine which other persons may address the Meeting.

DISSENT AND APPRAISAL RIGHTS

    27. All Securityholders  shall be entitled to exercise rights of dissent and
        appraisal,  in accordance with and in compliance with Section 191 of the
        ABCA and the Plan, provided that: (a) notwithstanding  subsection 191(5)
        of the ABCA, the objection to the Arrangement  Resolution referred to in
        subsection  191(5) of the ABCA must be received by Precision  c/o Borden
        Ladner Gervais LLP, 1000, 400 -- 3rd Avenue S.W., Calgary,  Alberta, T2P
        4H2,  Attention:  David T. Madsen,  by 5:00 p.m.  (Calgary  time) on the
        Business Day preceding the Meeting; and (b) notwithstanding  Section 191
        of  the  ABCA,  Securityholders  who  are  ultimately  determined  to be
        entitled to be paid fair value for their Precision  Securities  shall be
        deemed  to  have  transferred  those  securities  to  AcquisitionCo  for
        cancellation  on the Effective Date in  consideration  of the payment of
        the fair value thereof from AcquisitionCo.

VARIANCE

    28. Precision is entitled at any time to seek leave to vary this Order.

SERVICE OF NOTICE OF SANCTION HEARING

    29. The persons  entitled  to be served with or given  notice of any further
        proceedings  herein,  including  any hearing to sanction and approve the
        Plan,  and to  appear  and to be  heard  thereat,  shall be only (a) the
        Executive  Director,  and (b) the persons who have  delivered  Notice of
        Intention to Appear in accordance with the notice  provisions set out in
        paragraph 33 below.

    30. Delivery  of a copy of this  Order  and the  Notice of  Petition  in the
        Information  Circular in the manner  prescribed  above shall  constitute
        good and  sufficient  service  and notice of the  hearing to approve the
        Plan.

    31. Upon  compliance  with  paragraphs  29 and 30 above no  further or other
        notice of the hearing to approve the Plan shall be required.

FINAL APPLICATION

    32. Subject to further Order of this Court and provided that Securityholders
        have approved the Arrangement  Resolution and the directors of Precision
        have  not  revoked  that   approval,   Precision  may  proceed  with  an
        application  for  approval  of the  Arrangement  and the Final  Order on
        Monday,  October  31,  2005  at  1:30  p.m.  (Calgary  time)  or so soon
        thereafter as counsel may be heard at the Court House, 611 -- 4th Street
        S.W., Calgary,  Alberta. Subject to the Final Order, and to the issuance
        of the Certificate,  all  Securityholders,  Precision,  the Trust, PDLP,
        AcquisitionCo  and the Subsidiaries  will be bound by the Arrangement in
        accordance with its terms.

INTERESTED PERSONS

    33. Any  Securityholder  and any other interested  person may appear on, and
        make submissions at, the application for the Final Order,  provided that
        such  Securityholder  or other  interested  person  shall file with this
        Court and serve on Precision,  by service on Precision's  counsel, on or
        before 12:00 noon (Calgary  time) on Monday,  October 24, 2005, a Notice
        of Intention to Appear,  together  with any evidence or materials  which
        are to be presented to the Court,  setting out each  Securityholder's or
        other  interested  person's  address for  service by  ordinary  mail and
        indicating  whether  such  Securityholder  or  other  interested  person
        intends  to  support  or  oppose  the  application  or make  submissions
        thereat,  such Notice of  Intention to Appear to be effected by delivery
        to the counsel for Precision at the address set forth below:

Borden Ladner Gervais LLP
1000, 400  -- 3rd Avenue S.W.
Calgary, Alberta T2P 4H2
Attention: David T. Madsen

    34. If the application for the Final Order is adjourned,  only those holders
        or persons who have filed a Notice of Intention to Appear in  accordance
        with  paragraph  33 above need be served  with  notice of the  adjourned
        date.


                                      109
<PAGE>

PRECEDENCE

    35. To the extent of any  inconsistency  or discrepancy  with respect to the
        matters determined in the Order, between this Order and the terms of any
        instrument  creating or governing or  collateral  to the  Securities  of
        Precision or to which the Securities of Precision are collateral,  or to
        the articles and/or by-laws of Precision, this Order shall govern.


"B.C.E. ROMAINE"
_________________________________________________
J.C.Q.B.A.

ENTERED at Calgary, Alberta, September 29, 2005.

"V.A. BRANDT"
_________________________________________________
Clerk of the Court of Queen's Bench





                                      110
<PAGE>

                                   APPENDIX C

                              ARRANGEMENT AGREEMENT






                                      111
<PAGE>

    THIS ARRANGEMENT AGREEMENT made as of the 29th day of September, 2005.

AMONG:

    PRECISION DRILLING  CORPORATION,  a corporation  subsisting  pursuant to the
    laws of Alberta (the "PRECISION")

                                     - and -

    PRECISION  DRILLING TRUST, an  unincorporated  open-ended  investment  trust
    established under the laws of Alberta (the "TRUST")

                                     - and -

    1194312  ALBERTA  LTD., a corporation  incorporated  pursuant to the laws of
    Alberta (the "GENERAL PARTNER")

                                     - and -

    PRECISION DRILLING LIMITED  PARTNERSHIP,  a limited partnership  established
    under the laws of Manitoba ("PDLP")

                                     - and -

    1195309  ALBERTA  ULC,  an  unlimited  liability  corporation   incorporated
    pursuant to the laws of Alberta ("ACQUISITIONCO")


    WHEREAS  Precision wishes to pursue a reorganization of its affairs pursuant
to the Plan (as hereinafter defined) under the ABCA (as hereinafter defined);

    NOW  THEREFORE IN  CONSIDERATION  of the  covenants  and  agreements  herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby  acknowledged),  the parties  hereto  covenant  and agree as
follows:

                                    ARTICLE 1

                                 INTERPRETATION

1.1 DEFINITIONS

    In this Agreement, unless the context otherwise requires:

    "ABCA" means the BUSINESS CORPORATIONS ACT (Alberta), R.S.A. 2000, c. B-9,
    as amended, including the regulations promulgated thereunder;

    "ACQUISITION PROPOSAL" means a proposal or offer by any third party, whether
    or not subject to  conditions  and whether or not in writing,  to acquire in
    any  manner,  directly  or  indirectly,  beneficial  ownership  of  all or a
    material part of the assets of Precision (taken as a whole) or to acquire in
    any manner,  directly or indirectly,  beneficial  ownership of or control or
    direction over all or substantially all of the outstanding  voting shares of
    Precision,  whether by means of an  arrangement or  amalgamation,  a merger,
    consolidation or other business  combination,  a sale of shares or assets, a
    take-over bid, tender offer or exchange offer, reorganization into an income
    fund  or any  other  transaction  involving  Precision,  including,  without
    limitation,  any  single or  multi-step  transaction  or  series of  related
    transactions;

    "AGREEMENT",   "HEREIN",  "HEREOF  ",  "HERETO",   "HEREUNDER"  and  similar
    expressions  mean and refer to this  arrangement  agreement  (including  the
    Schedule hereto) as from time to time amended,  supplemented or restated and
    not to any particular article, section, schedule or other portion hereof;

    "AMALGAMATION"  means  the  amalgamation  of  AcquisitionCo  and  PD  Amalco
    following the Effective Date;

    "AMALGAMATIONCO"  means  Precision  Drilling  Corporation,  the  corporation
    resulting from the Amalgamation;


                                      112
<PAGE>

    "APPLICABLE LAW" means any applicable law including any statute, regulation,
    by-law, treaty, guideline, directive, rule, standard,  requirement,  policy,
    order, judgement,  decision,  injunction, award, decree or resolution of any
    governmental authority, whether or not having the force of law;

    "ARRANGEMENT" means the proposed arrangement, under section 193 of the ABCA,
    on the terms and conditions set forth in the Plan;

    "ARRANGEMENT   RESOLUTION"  means  the  special  resolution   approving  the
    Arrangement  in  substantially  the  form  attached  as  Appendix  A to  the
    Information  Circular,   which  special  resolution  will  be  voted  on  by
    Securityholders at the Meeting;

    "ARTICLES OF  ARRANGEMENT"  means the articles of  arrangement in respect of
    the Arrangement  required under  subsection  193(10) of the ABCA to be filed
    with the Registrar after the Final Order has been made to give effect to the
    Arrangement;

    "BUSINESS  DAY" means a day,  other  than a  Saturday,  Sunday or  statutory
    holiday,  when  banks  are  generally  open  in  Calgary,  Alberta,  for the
    transaction of banking business;

    "CERTIFICATE"  means  the  certificate  of  arrangement  to be issued by the
    Registrar  pursuant to subsection  193(11) of the ABCA, giving effect to the
    Arrangement;

    "COMMON  SHARES" means common shares in the capital of Precision and for the
    purposes  of the  Plan  also  means  the  common  shares  of PD  Amalco,  as
    applicable,  following  the  amalgamation  of  Precision  and the  Specified
    Subsidiaries pursuant to the Plan;

    "COURT" means the Court of Queen's Bench of Alberta;

    "DECLARATION  OF TRUST" means the declaration of trust of the Trust dated as
    of September 22, 2005, between the settlor of the Trust and the Trustees, as
    it may from time to time be amended, supplemented or restated;

    "DEPOSITORY"  means  Computershare  Investor  Services  Inc.  at its offices
    referred to in the Letter of Transmittal and Election Form;

    "DISSENT RIGHTS" means the right of a registered  Securityholder  to dissent
    to  the  Arrangement  Resolution  and  to be  paid  the  fair  value  of the
    Securities in respect of which the Securityholder dissents,  pursuant to and
    in accordance with section 191 of the ABCA and the Interim Order;

    "DISSENTING   OPTIONHOLDERS"  means  registered  Optionholders  who  validly
    exercise the Dissent Rights;

    "DISSENTING  SECURITYHOLDERS" means Dissenting  Optionholders and Dissenting
    Shareholders, collectively;

    "EFFECTIVE DATE" means the date the Arrangement is effective under the ABCA;

    "EFFECTIVE  TIME" means 12:01 a.m.  (Calgary  time) on the  Effective  Date,
    regardless of the time of the Closing on that date;

    "EXCHANGEABLE LP UNITS" means the Class B limited partnership units of PDLP,
    which are  exchangeable  into Trust Units on a  one-for-one  basis after 180
    days from the Effective Date (or prior thereto with the consent of the board
    of  directors  of the General  Partner)  pursuant to the Voting and Exchange
    Trust Agreement;

    "FINAL ORDER" means the order of the Court  approving the  Arrangement to be
    applied  for  following  approval  of the  Arrangement  at the Meeting to be
    granted  pursuant to the  provisions of Section  193(9) of the ABCA, as such
    order  may be  affirmed,  amended  or  modified  by any  court of  competent
    jurisdiction;

    "GOVERNMENTAL  AUTHORITY"  includes any court (including a court of equity);
    any multinational,  federal, provincial, state, regional, municipal or other
    government or governmental department,  ministry, commission, board, bureau,
    agency or  instrumentality;  any  securities  commission,  stock exchange or
    other  regulatory or  self-regulatory  body;  any  arbitrator or arbitration
    authority; or any other governmental authority;

    "INFORMATION CIRCULAR" means the information circular dated October 3, 2005,
    together with all appendices thereto, distributed by Precision in connection
    with the Meeting;


                                      113
<PAGE>

    "INTERIM  ORDER" means the Interim  Order of the Court dated  September  29,
    2005 pursuant to subsection  193(4) of the ABCA containing  declarations and
    directions  with  respect  to the  Arrangement  and the  Meeting  and issued
    pursuant to the  petition of  Precision  therefor,  a copy of which Order is
    attached as Appendix B to the Information Circular;

    "MEETING" means the special meeting of Shareholders and the Optionholders to
    be held on October 31, 2005, and any adjournment(s)  thereof, to INTER ALIA,
    consider and to vote on the Arrangement  Resolution and the matters referred
    to in the Notice of Meeting;

    "NEW OPTIONS" has the meaning  ascribed  thereto in paragraph  3.1(k) of the
    Plan;

    "NOTICE OF MEETING"  means the Notice of Special  Meeting which  accompanies
    the Information Circular;

    "NYSE" means the New York Stock Exchange;

    "OPTION" means an option, and "OPTIONS" means, collectively, all outstanding
    vested  and  unvested  options to  purchase  one Common  Share  pursuant  to
    Precision's existing stock option plans;

    "OPTIONHOLDERS" means the holders of Options;

    "OUTSTANDING   SHARES"   means  the  number  of  Common  Shares  issued  and
    outstanding as of the Effective Time;

    "PD AMALCO" means Precision Drilling Corporation,  the corporation resulting
    from the amalgamation of Precision and the Specified  Subsidiaries  pursuant
    to the Plan;

    "PDLP LIMITED PARTNERSHIP AGREEMENT" means the limited partnership agreement
    dated as of September 28, 2005 among the General Partner, the Trust and each
    person who from time to time is accepted  as and  becomes a limited  partner
    thereto, as it may from time to time be amended, supplemented or restated;

    "PDLP A UNITS" means the Class A limited partnership units of PDLP;

    "PERSON" includes any individual, body corporate, partnership,  association,
    joint venture,  trust,  other organization or entity (whether or not a legal
    entity) or governmental authority;

    "PLAN"  means  the  plan  of  arrangement  attached  as  Schedule  A to this
    Agreement, as from time to time amended, supplemented or restated;

    "REGISTRAR" means the Registrar of Corporations  appointed under Section 263
    of the ABCA;

    "SECURITIES" means the Common Shares and Options;

    "SECURITYHOLDERS" means the Shareholders and Optionholders;

    "SHAREHOLDERS" means the holders of Common Shares;

    "SPECIAL  VOTING  UNIT"  means the  special  voting  unit of the Trust to be
    issued by the Trust and  deposited  with the Voting and Exchange  Trustee to
    which will be attached  that number of voting rights (each such voting right
    to be equal to the voting  rights  attached  to one Trust Unit) equal to the
    number of  outstanding  Exchangeable  LP Units held by  registered  holders,
    other than the Trust and its affiliates;

    "SPECIFIED  SUBSIDIARIES"  means  certain  direct and indirect  wholly-owned
    subsidiaries of Precision as set out in the Articles of Arrangement;

    "SUBSIDIARY"  means a person that is  controlled  directly or  indirectly by
    another person and includes a subsidiary of that subsidiary;


                                      114
<PAGE>

    "SUPPORT  AGREEMENT"  means the support  agreement to be entered into on the
    Effective Date among the Trust,  PDLP, the General Partner and PD Amalco, as
    from time to time amended, supplemented or restated;

    "TAX ACT"  means the INCOME  TAX ACT,  R.S.C.  1985,  c. 1. (5th  Supp),  as
    amended from time to time,  including the INCOME TAX REGULATIONS,  from time
    to time promulgated thereunder;

    "TRUSTEES" means the trustees of the Trust,  from time to time and "TRUSTEE"
    means any one of them;

    "TRUST UNIT" means a trust unit,  other than the Special Voting Unit, of the
    Trust,  each such  trust unit  representing  an equal  undivided  beneficial
    interest in the Trust;

    "TSX" means the Toronto Stock Exchange;

    "UNITHOLDERS" means the holders from time to time of Units;

    "UNITS" means the Trust Units and the Special Voting Units;

    "VOTING AND EXCHANGE  TRUST  AGREEMENT"  means the voting and exchange trust
    agreement to be entered into on the Effective Date among the Trust, PDLP, PD
    Amalco and the Voting and Exchange  Trustee,  as it may from time to time be
    amended, supplemented or restated;

    "VOTING AND EXCHANGE TRUSTEE" means  Computershare  Trust Company of Canada,
    as initial  trustee under the Voting and Exchange Trust  Agreement,  or such
    other  person as becomes the  trustee  under the Voting and  Exchange  Trust
    Agreement in accordance with such agreement;

    "WEATHERFORD" means Weatherford  International Ltd., a company  incorporated
    under the laws of Bermuda; and

    "WEATHERFORD  SHARES"  means  the  common  shares  of  Weatherford  owned by
    Precision to be transferred  pursuant to the Plan to Shareholders in partial
    consideration for their Common Shares.


1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

    The division of this  Agreement  into  sections  and other  portions and the
insertion of headings are for convenience of reference only and shall not affect
the  construction or  interpretation  hereof.  Unless otherwise  indicated,  all
references in this  Agreement to an "Article" or "Section"  followed by a number
and/or a letter refer to the specified article or section of this Agreement, and
all references in this  Agreement to a "Schedule"  followed by a letter refer to
the specified schedule to this Agreement.

1.3 CURRENCY

    Unless otherwise indicated,  all sums of money referred to in this Agreement
are expressed in lawful money of Canada.

1.4 NUMBER, ETC.

    Unless the context  otherwise  requires,  words importing the singular shall
include the plural and vice versa and words  importing  any gender shall include
all genders.

1.5 DATE FOR ANY ACTION

    In the event  that any date on which  any  action  is  required  to be taken
hereunder by any of the parties  hereto is not a Business Day, such action shall
be required to be taken on the next succeeding day which is a Business Day.

1.6 ENTIRE AGREEMENT

    This  Agreement and the agreements  and other  documents  referred to herein
constitute  the  entire  agreement  between  the  parties  with  respect  to the
Arrangement and other transactions  contemplated  hereby and supersede all other
prior agreements, understandings,  negotiations and discussions, whether oral or
written, between the parties with respect thereto.


                                      115
<PAGE>

1.7 ACCOUNTING MATTERS

    Unless  otherwise  indicated,  all  accounting  terms used in this Agreement
shall have the meanings  attributable  thereto under Canadian generally accepted
accounting principles and all determinations of an accounting nature required to
be made shall be made in a manner  consistent with Canadian  generally  accepted
accounting principles and past practice.

1.8 CONSTRUCTION

    In this Agreement, unless otherwise indicated:

    (a) the words "INCLUDE",  "INCLUDING" or "IN PARTICULAR", when following any
        general  term or  statement,  shall not be  construed  as  limiting  the
        general term or statement to the specific  items or matters set forth or
        to similar items or matters,  but rather as permitting  the general term
        or  statement  to  refer  to all  other  items  or  matters  that  could
        reasonably  fall within the broadest  possible scope of the general term
        or statement;

    (b) a reference to a statute means that statute, as amended and in effect as
        of the date of this  Agreement,  and includes each and every  regulation
        and rule made thereunder and in effect as of the date hereof;

    (c) a reference to an "APPROVAL", "AUTHORIZATION", "CONSENT", "DESIGNATION",
        "NOTICE"  or  "AGREEMENT"  means an  approval,  authorization,  consent,
        designation, notice or agreement, as the case may be, in writing, signed
        by an authorized representative of the party or parties thereto;

    (d) the phrase "ORDINARY COURSE OF BUSINESS",  or any variation thereof,  of
        any person  refers to the  business  of such  person,  carried on in the
        regular  and  ordinary  course  including  commercially  reasonable  and
        businesslike  actions  that are in the  regular and  ordinary  course of
        business for a company  operating in the industry in which such business
        is conducted;

    (e) where a word,  term or  phrase  is  defined,  its  derivatives  or other
        grammatical forms have a corresponding meaning;

    (f) time is of the essence; and

    (g) references  to a  "PARTY"  or  "PARTIES"  are  references  to a party or
        parties to this Agreement.

1.9 GOVERNING LAW

    This  Agreement  shall be governed by and construed in  accordance  with the
laws of Alberta and the federal laws of Canada applicable therein.

1.10 SCHEDULES

    The  following   Schedules   are  annexed  to  this   Agreement  and  hereby
incorporated by reference into this Agreement and form an integral part hereof:

Schedule A -- Plan of Arrangement

                                    ARTICLE 2

                                 THE ARRANGEMENT

2.1 IMPLEMENTATION STEPS BY PRECISION

    Precision  covenants in favour of each of the other  parties that  Precision
shall:

    (a) subject to Section  2.2,  convene  and hold the  Meeting as  promptly as
        practicable  in  accordance  with  the  Interim  Order or  otherwise  as
        required  by  applicable  laws for the  purpose of  considering  and, if
        deemed  advisable,   approving  the  Arrangement  and  the  transactions
        contemplated thereby (and for any other proper purpose as may be set out
        in the Notice of Meeting);


                                      116
<PAGE>

    (b) subject to  obtaining  the  approval(s)  as are  required by the Interim
        Order and as may be directed by the Court in the Interim Order, take all
        steps  necessary or desirable to submit the Arrangement to the Court and
        apply for the Final Order; and

    (c) subject to obtaining the Final Order and the  satisfaction  or waiver of
        the other conditions  herein contained in favour of each party,  send to
        the Registrar, for endorsement and filing by the Registrar, the Articles
        of Arrangement and such other documents as may be required in connection
        therewith   under  the  ABCA  to  give   effect   to  the   Arrangement.
        Notwithstanding  the  foregoing,  Precision  shall  be  entitled,  if it
        reasonably  considers it appropriate to do so having regard, among other
        things,  to the  percentage of Common Shares and Options that were voted
        in  favour  of  the  Arrangement  and  whether,   and  to  what  extent,
        Securityholders  appear or are  represented at the Court  application in
        respect of the Interim Order or the Final Order expressing opposition to
        the  Arrangement,  to  require  that  the  filing  of  the  Articles  of
        Arrangement be delayed until the earlier of the termination date of this
        Agreement in  accordance  with  Section 7.2 and the date three  Business
        Days after all appeal  periods  applicable  to the Interim Order and the
        Final Order have expired, and any such appeals, if any, made during such
        periods have been denied or withdrawn.

2.2 INFORMATION CIRCULAR

    As promptly as  practicable,  the parties shall cooperate in the preparation
of the Information Circular,  together with any and all other documents required
by the ABCA or other  applicable  laws in connection  with the  Arrangement.  As
promptly  as  practicable  after the  completion  of the  Information  Circular,
Precision  shall  cause the  Information  Circular  and all other  documentation
required in connection  with the Meeting to be sent to each  Securityholder  and
each other person as required by the Interim Order and applicable laws.

2.3 SECURITIES COMPLIANCE

    The parties shall use all reasonable commercial efforts to obtain all orders
required  from the  applicable  Canadian  securities  authorities  to permit the
issuance of the Trust Units and the  Exchangeable  LP Units and the  transfer of
the  Weatherford  Shares  pursuant to the Arrangement and to permit the issuance
and first resale of:

    (a) the Trust Units to be issued upon exchange of the  Exchangeable LP Units
        from time to time; and

    (b) the  Trust  Units to be  issued  upon  exercise  of New  Options  issued
        pursuant to the Arrangement;

in each case  without  qualification  with or  approval  of or the filing of any
document,  including any  prospectus or similar  document,  or the taking of any
proceeding with, or the obtaining of any further order,  ruling or consent from,
any regulatory  authority under any applicable Canadian securities or other laws
or  pursuant  to  the  rules  and   regulations  of  any  regulatory   authority
administering such laws, or the fulfilment of any other legal requirement in any
such  jurisdiction  (other  than,  with  respect  to  such  first  resales,  any
restrictions  on transfer by reason of,  among other  things,  a holder  being a
"control person" for the purposes of Canadian securities laws).

2.4 PREPARATION OF FILINGS

    (a) The parties shall cooperate in:

    (i) the  applications  for  the  orders  described  in  Section  2.3 and the
        preparation of such other documents  reasonably deemed by the parties to
        be necessary to discharge,  in the manner  contemplated  by Section 2.3,
        their respective  obligations under applicable  Canadian securities laws
        in  connection  with  the   Arrangement   and  the  other   transactions
        contemplated hereby;

    (ii) the taking of all such actions as may be required  under any applicable
        Canadian securities laws in connection with the issuance of or transfer,
        as applicable,  of the Trust Units,  Weatherford Shares and Exchangeable
        LP Units in connection with the Arrangement; and

    (iii) the taking of all such  actions as may be  required  under the ABCA in
        connection with the transactions  contemplated by this Agreement and the
        Plan.


                                      117
<PAGE>

    (b) Each of the parties shall, on a timely basis,  furnish to the others all
        such information concerning it and its respective securityholders as may
        be required (and, in the case of its  securityholders,  available to it)
        to effect the foregoing  actions and each  covenants that no information
        furnished by it (to its knowledge in the case of information  concerning
        its  securityholders)  in  connection  with such actions or otherwise in
        connection  with  the  consummation  of the  Arrangement  and the  other
        transactions  contemplated  by this  Agreement  will  contain any untrue
        statement of a material  fact or omit to state a material  fact required
        to be  stated in any such  document  or  necessary  in order to make any
        information  so furnished for use in any such document not misleading in
        the light of the circumstances in which it is furnished or to be used.

    (c) Each of the  parties  shall  promptly  notify  the  other if at any time
        before or after the Effective Time it becomes aware that the Information
        Circular  or an  application  for an  order  described  in  Section  2.3
        contains  any untrue  statement  of a material  fact or omits to state a
        material  fact  required to be stated  therein or  necessary to make the
        statements   contained   therein   not   misleading   in  light  of  the
        circumstances  in which they are made,  or that  otherwise  requires  an
        amendment or supplement to the Information  Circular or such application
        or  registration  statement.  In  any  such  event,  the  parties  shall
        cooperate  in  the  preparation  of a  supplement  or  amendment  to the
        Information Circular or such other document, as required and as the case
        may be, and, if required,  shall cause the same to be distributed to the
        Securityholders  and/or  filed with the relevant  securities  regulatory
        authorities.

    (d) Precision shall ensure that the Information  Circular  complies with all
        applicable laws and,  without  limiting the generality of the foregoing,
        shall ensure that the  Information  Circular does not contain any untrue
        statement of a material  fact or omit to state a material  fact required
        to be stated  therein  or  necessary  to make the  statements  contained
        therein not misleading in light of the  circumstances  in which they are
        made  and  shall   ensure  that  the   Information   Circular   provides
        Securityholders  with information in sufficient detail to permit them to
        form a reasoned judgment concerning the matters to be placed before them
        and voted on at the Meeting.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF PRECISION

    Precision represents and warrants to and in favour of each of the parties as
follows,   and   acknowledges   that  such   parties  are   relying   upon  such
representations and warranties:

    (a) Precision is a company duly  amalgamated and validly  existing under the
        laws of Alberta and has the corporate power and capacity to own or lease
        its  property and assets,  to carry on its business as now  conducted by
        it,  to enter  into  this  Agreement,  and to  perform  its  obligations
        hereunder;

    (b) the authorized  capital of Precision  consists of an unlimited number of
        Common Shares and an unlimited number of preferred  shares,  issuable in
        series,  of  which  123,771,036  Common  Shares  (and  no  more)  and no
        preferred  shares were issued and  outstanding  as at September 15, 2005
        and all of such issued and outstanding  Common Shares are fully paid and
        non-assessable;

    (c) other than Options to purchase an aggregate of 4,293,200  Common  Shares
        (and no more) as at September 15, 2005, there are no options,  warrants,
        conversion  or  exchange  privileges  or  other  rights,  agreements  or
        commitments obligating Precision,  whether or not on condition, to issue
        any securities of Precision;

    (d) Precision,  directly or indirectly,  beneficially owns all of the issued
        and outstanding shares, units of ownership or beneficial  interests,  as
        the case may be, of each of the Specified Subsidiaries;

    (e) the  execution  and delivery of this  Agreement  and all documents to be
        delivered  pursuant  hereto  and  the  completion  of  the  transactions
        contemplated hereby:

    (i) do not and will not  result in the  breach  of, or  violate  any term or
        provision of, the constating documents of Precision;

    (ii) do not, and will not as of the Effective Date, conflict with, result in
        the breach of,  constitute a default under,  or accelerate or permit the
        acceleration of the performance required by, any agreement,  instrument,
        license,  permit  or  authority  to  which  Precision  or the  Specified


                                      118
<PAGE>

        Subsidiaries is a party or by which it or the Specified  Subsidiaries is
        bound and which is material to Precision and the Specified  Subsidiaries
        (taken as a whole) or to which any material property of Precision or the
        Specified  Subsidiaries  (taken as a whole) is  subject or result in the
        creation of any encumbrance upon any material assets of Precision or the
        Specified  Subsidiaries under any such agreement,  instrument,  license,
        permit  or  authority,  or give to any  person  any  interest  or right,
        including rights of purchase, termination, cancellation or acceleration,
        under any such agreement, instrument, license, permit or authority; and

    (iii) do not, and will not as of the Effective  Date,  violate any provision
        of law or  administrative  regulation or any judicial or  administrative
        order,  award,  judgment  or  decree  applicable  to  Precision  or  the
        Specified  Subsidiaries,  the  breach  of which  would  have a  material
        adverse effect on Precision and its Specified  Subsidiaries  (taken as a
        whole);

    (f)there  are no  actions,  suits,  proceedings,  claims  or  investigations
        commenced or, to the knowledge of Precision,  contemplated or threatened
        against or affecting  Precision or the Specified  Subsidiaries in law or
        in equity  before or by any domestic or foreign  government  department,
        commission, board, bureau, court, agency, arbitrator, or instrumentality
        of any kind,  nor, to the  knowledge of  Precision,  are there any facts
        which may  reasonably  be expected to be a proper basis for any actions,
        suits,  proceedings or investigations (other than in connection with the
        exercise of Dissent  Rights)  which in any case would  prevent or hinder
        the  completion of the  transactions  contemplated  by this Agreement or
        which can  reasonably be expected to have a material  adverse  effect on
        the business,  operations,  properties,  assets or affairs, financial or
        otherwise,  of  Precision  and the  Specified  Subsidiaries  (taken as a
        whole);

    (g) the execution and delivery of this  Agreement and the  completion of the
        transactions contemplated hereby have been duly approved by the board of
        directors  of  Precision  and this  Agreement  constitutes  a valid  and
        binding  obligation  of Precision  enforceable  against it in accordance
        with its terms,  subject to the  availability of equitable  remedies and
        limitations on the enforcement of creditors' rights generally;

    (h) the minute  books of  Precision  are true and  correct  and  contain the
        minutes  of all  meetings  and  all  resolutions  of the  directors  and
        Shareholders thereof;

    (i) the books of account and other  records of Precision  and the  Specified
        Subsidiaries,  whether of a financial or accounting nature or otherwise,
        have been maintained in accordance with prudent business practices;

    (j) Precision is a reporting  issuer or  equivalent in each of the provinces
        of Canada and, to the knowledge of  Precision,  is not in default of any
        requirement  of  securities  and  corporate  laws,  regulations,  rules,
        orders, notices, instruments, and policies; and

    (k) each of the Specified Subsidiaries is duly incorporated or organized, as
        the case may be, and validly existing under the laws of its jurisdiction
        of  incorporation  or  organization  and has  the  corporate  power  and
        capacity to own or lease its  property  and assets,  and to carry on its
        business as now conducted by it.

3.2 REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER AND ACQUISITIONCO

    Each of the General Partner and AcquisitionCo represents and warrants to and
in favour of the other parties as follows,  and  acknowledges  that such parties
are relying upon such representations and warranties:

    (a) it is a body corporate  incorporated and validly existing under the laws
        of Alberta and has the corporate  power and capacity to own or lease its
        property and assets, to carry on its business as now conducted by it, to
        enter into this Agreement, and to perform its obligations hereunder;

    (b) in the  case of the  General  Partner,  the  authorized  capital  of the
        General  Partner  consists of an  unlimited  number of common  shares of
        which,  as  at  the  date  hereof,   one  common  share  is  issued  and
        outstanding,  which share is owned legally and beneficially by the Trust
        and is fully paid and non-assessable;

    (c) in the case of  AcquisitionCo,  the authorized  capital of AcquisitionCo
        consists of an  unlimited  number of common  shares of which,  as at the
        date hereof, one common share is issued and outstanding,  which share is
        owned  legally  and  beneficially  by the  Trust  and is fully  paid and
        non-assessable;

    (d) except  as  contemplated  by  this  Agreement,  there  are  no  options,
        warrants,  conversion or exchange privileges or other rights, agreements
        or commitments obligating it, whether or not on conditions, to issue any
        securities;


                                      119
<PAGE>

    (e) the  execution  and delivery of this  Agreement  and all documents to be
        delivered  pursuant  hereto  and  the  completion  of  the  transactions
        contemplated hereby:

    (i) do not and will not  result in the  breach  of, or  violate  any term or
        provision of, its constating documents;

    (ii) do not, and will not as of the Effective Date, conflict with, result in
        the breach of,  constitute a default under,  or accelerate or permit the
        acceleration of the performance required by, any agreement,  instrument,
        license,  permit or  authority  to which it is a party or by which it is
        bound  and  which  is  material  to it or to which  any of its  material
        property is subject,  or result in the creation of any encumbrance  upon
        any of its assets under any such agreement,  instrument, license, permit
        or  authority,  or give to any person any  interest or right,  including
        rights of purchase, termination, cancellation or acceleration, under any
        such agreement, instrument, license, permit or authority; and

    (iii) do not, and will not as of the Effective  Date,  violate any provision
        of law or  administrative  regulation or any judicial or  administrative
        order, award,  judgment or decree applicable and known to it, the breach
        of which would have a material adverse effect on it;

    (f) there are no  actions,  suits,  proceedings,  claims  or  investigations
        commenced or, to its knowledge,  contemplated  or threatened  against or
        affecting  it in law or in equity  before or by any  domestic or foreign
        government  department,   commission,   board,  bureau,  court,  agency,
        arbitrator,  or instrumentality of any kind, nor, to its knowledge,  are
        there any facts which may  reasonably  be expected to be a proper  basis
        for any actions, suits, proceedings or investigations;

    (g) it has no subsidiaries;

    (h) the execution and delivery of this  Agreement and the  completion of the
        transactions contemplated hereby have been duly approved by its board of
        directors and this Agreement  constitutes a valid and binding obligation
        of  it  enforceable  in  accordance  with  its  terms,  subject  to  the
        availability of equitable remedies and limitations on the enforcement of
        creditors' rights generally;

    (i) its minute  books are true and  correct  and  contain the minutes of all
        meetings and all resolutions of the directors and shareholders thereof;

    (j) its books of  account  and other  records,  whether  of a  financial  or
        accounting nature or otherwise,  have been maintained in accordance with
        prudent business practices; and

    (k) it has not carried on any business since its incorporation other than as
        provided for herein or as contemplated in the Information Circular.

3.3 REPRESENTATIONS AND WARRANTIES OF PDLP

    PDLP  represents  and  warrants  to and in favour of the other  parties  and
acknowledges  that the other parties are relying upon such  representations  and
warranties:

    (a) it is a limited  partnership  established under the laws of the province
        of Manitoba with the General Partner as the sole general partner and the
        Trust as the sole initial limited partner and has the power and capacity
        to enter into this Agreement and to perform its obligations thereunder;

    (b) it presently has 980 outstanding  PDLP A Units,  which units are legally
        and beneficially owned by the Trust as the initial limited partner;

    (c) except as contemplated  by this Agreement or the  Information  Circular,
        there are no options,  warrants,  conversion  or exchange  privileges or
        other rights, agreements or commitments obligating it, whether or not on
        condition, to issue any limited partnership units or other securities;

    (d) the  execution  and delivery of this  Agreement  and all documents to be
        delivered  pursuant  hereto  and  the  completion  of  the  transactions
        contemplated hereby:


                                      120
<PAGE>

    (i) do not and will not  result in the  breach  of, or  violate  any term or
        provision of, its governing documents;

    (ii) do not, and will not as of the Effective Date, conflict with, result in
        the breach of,  constitute a default under,  or accelerate or permit the
        acceleration of the performance required by, any agreement,  instrument,
        license,  permit or  authority  to which it is a party or by which it is
        bound  and  which  is  material  to it or to which  any of its  material
        property is subject,  or result in the creation of any encumbrance  upon
        any of its assets under any such agreement,  instrument, license, permit
        or  authority,  or give to any person any  interest or right,  including
        rights of purchase, termination, cancellation or acceleration, under any
        such agreement, instrument, license, permit or authority; and

    (iii) do not, and will not as of the Effective  Date,  violate any provision
        of law or  administrative  regulation or any judicial or  administrative
        order,  award,  judgment or decree applicable to it, the breach of which
        would have a material adverse effect on it;

    (e) there are no  actions,  suits,  proceedings,  claims  or  investigations
        commenced or, to its knowledge,  contemplated  or threatened  against or
        affecting  it in law or in equity  before or by any  domestic or foreign
        government  department,   commission,   board,  bureau,  court,  agency,
        arbitrator or  instrumentality  of any kind, nor, to its knowledge,  are
        there any facts which may  reasonably  be expected to be a proper  basis
        for any actions, suits, proceedings or investigations;

    (f) it has no subsidiaries;

    (g) the execution and delivery of this  Agreement and the  completion of the
        transactions  contemplated hereby have been duly approved by the General
        Partner on its behalf and this Agreement constitutes a valid and binding
        obligation of it  enforceable in accordance  with its terms,  subject to
        the   availability   of  equitable   remedies  and  limitations  on  the
        enforcement of creditors' rights generally;

    (h) its books of  account  and other  records,  whether  of a  financial  or
        accounting nature or otherwise,  have been maintained in accordance with
        prudent business practices; and

    (i) it has not carried on any business since it was  established  other than
        as provided for herein or as contemplated in the Information Circular.

3.4 REPRESENTATIONS AND WARRANTIES OF THE TRUST

    The Trust  represents  and warrants to and in favour of the other parties as
follows,  and  acknowledges  that  the  other  parties  are  relying  upon  such
representations and warranties:

    (a) the  Trust  is  an  unincorporated   open-ended  investment  trust  duly
        established,  settled and validly existing under the laws of Alberta and
        has the power and capacity to enter into this  Agreement  and to perform
        its obligations hereunder;

    (b) the Trust presently has one outstanding  Trust Unit which is held by the
        initial unitholder of the Trust;

    (c) except as contemplated  by this Agreement or the  Information  Circular,
        there are no options,  warrants,  conversion  or exchange  privileges or
        other rights, agreements or commitments obligating it, whether or not on
        condition, to issue any Trust Units or other securities;

    (d) the  execution  and delivery of this  Agreement  and all documents to be
        delivered  pursuant  hereto  and  the  completion  of  the  transactions
        contemplated hereby:

    (i) do not and will not  result in the  breach  of, or  violate  any term or
        provision of, the governing documents of the Trust;

    (ii) do not, and will not as of the Effective Date, conflict with, result in
        the breach of,  constitute a default under,  or accelerate or permit the
        acceleration of the performance required by, any agreement,  instrument,
        license,  permit or  authority to which the Trust is a party or by which
        it is bound and which is material to the Trust or to which any  material
        property  of the Trust is  subject,  or result  in the  creation  of any
        encumbrance  upon  any of  the  assets  of  the  Trust  under  any  such
        agreement,  instrument,  license,  permit or  authority,  or give to any
        person any interest or right, including rights of purchase, termination,
        cancellation  or  acceleration,  under any such  agreement,  instrument,
        license, permit or authority; and


                                      121
<PAGE>

    (iii) do not, and will not as of the Effective  Date,  violate any provision
        of law or  administrative  regulation or any judicial or  administrative
        order, award,  judgment or decree applicable to the Trust, the breach of
        which would have a material adverse effect on the Trust;

    (e) there are no  actions,  suits,  proceedings,  claims  or  investigations
        commenced or, to the knowledge of the Trust,  contemplated or threatened
        against  or  affecting  the Trust in law or in  equity  before or by any
        domestic or foreign government  department,  commission,  board, bureau,
        court,  agency,  arbitrator or  instrumentality of any kind, nor, to the
        knowledge  of the Trust,  are there any facts  which may  reasonably  be
        expected to be a proper basis for any  actions,  suits,  proceedings  or
        investigations;

    (f) the Trust has no subsidiaries  other than the General Partner,  PDLP and
        AcquisitionCo;

    (g) the execution and delivery of this  Agreement and the  completion of the
        transactions contemplated hereby have been duly approved by the Trustees
        and this  Agreement  constitutes  a valid and binding  obligation of the
        Trust  enforceable  in  accordance  with  its  terms,   subject  to  the
        availability of equitable remedies and limitations on the enforcement of
        creditors' rights generally;

    (h) the copy of the Declaration of Trust presented to the other parties is a
        true and complete copy of such trust indenture and remains in full force
        and effect;

    (i) the books of  account  and other  records  of the  Trust,  whether  of a
        financial or  accounting  nature or otherwise,  have been  maintained in
        accordance with prudent business practices; and

    (j) the Trust has not carried on any  business  since it was  settled  other
        than as  provided  for  herein  or as  contemplated  in the  Information
        Circular.

                                    ARTICLE 4

                                    COVENANTS

4.1 COVENANTS OF PRECISION

    Precision  covenants  and  agrees  that it will,  and will  ensure  that the
Specified Subsidiaries will, perform all obligations required or desirable to be
performed by Precision and the Specified  Subsidiaries  under this Agreement and
shall do all such other  acts and things as may be  necessary  or  desirable  in
order to consummate and make effective, as soon as reasonably  practicable,  the
transactions contemplated in this Agreement and, without limiting the generality
of the foregoing, it will:

    (a) apply  for  and use all  reasonable  efforts  to  obtain  all  necessary
        consents, assignments,  waivers and amendments to or terminations of any
        instruments  and take such measures as may be  appropriate to fulfil its
        obligations  hereunder  and to carry out the  transactions  contemplated
        hereby;

    (b) solicit, or cause to be solicited, proxies to be voted at the Meeting in
        favour of the Arrangement  Resolution and prepare,  in consultation  and
        cooperation   with  the  other   parties  and  in  form  and   substance
        satisfactory  to each of them,  acting  reasonably,  proxy  solicitation
        materials  (including  the  Information  Circular) and any amendments or
        supplements  thereto as required by, and in compliance with, the Interim
        Order,  and  applicable  corporate  and  securities  laws,  and file and
        distribute such proxy solicitation materials to the Securityholders in a
        timely  and  expeditious  manner  in all  jurisdictions  where  they are
        required to be filed and distributed;

    (c) until the  Effective  Date,  allow each of the other  parties  and their
        representatives and agents full access during normal business hours, and
        upon  reasonable  notice  after  normal  business  hours,  to all of the
        assets,  properties,  books,  records,  agreements  and  commitments  of
        Precision   and  its  Specified   Subsidiaries   and  provide  all  such
        information  concerning Precision and its Specified  Subsidiaries as the
        other parties may reasonably request;

    (d) until the Effective  Date,  conduct its and the  Specified  Subsidiaries
        operations  in  the  ordinary  and  normal  course  of  business  and in
        accordance with applicable laws except as contemplated herein;


                                      122
<PAGE>

    (e) use all reasonable  efforts to cause each of the conditions set forth in
        Article 5 which are within its control to be  satisfied on or before the
        Effective Date;

    (f) carry out the terms of the Interim  Order and Final Order  applicable to
        it and use its reasonable commercial efforts to comply promptly with all
        requirements  of  applicable  laws  with  respect  to  the  transactions
        contemplated hereby (including the Arrangement);

    (g) defend all  lawsuits or other  legal,  regulatory  or other  proceedings
        challenging  or  affecting  this  Agreement or the  consummation  of the
        transactions contemplated hereby (including the Arrangement);

    (h) use all reasonable efforts to have lifted or rescinded any injunction or
        restraining  order or other order relating to Precision or the Specified
        Subsidiaries  which may  adversely  affect the ability of the parties to
        consummate  the   transactions   contemplated   hereby   (including  the
        Arrangement);

    (i) on or before the Effective  Date,  effect all  necessary  registrations,
        filings  and   submissions  of  information   required  by  governmental
        authorities  from Precision  relating to the  transactions  contemplated
        hereby (including the Arrangement);

    (j) until  the  Effective  Date,   (except   pursuant  to  the  exercise  of
        outstanding  Options in accordance  with their  respective  terms, or as
        otherwise contemplated herein) not issue any additional Common Shares or
        any other  securities  (including any options,  warrants,  conversion or
        exchange   privileges  or  other  rights,   agreements  or   commitments
        obligating  Precision,  whether  or  not  on  condition,  to  issue  any
        securities of Precision);

    (k) until the  Effective  Date and except in connection  with the Plan,  not
        allow the Specified  Subsidiaries to issue any securities (including any
        options,  warrants,  conversion or exchange  privileges or other rights,
        agreements or commitments  obligating any subsidiary,  whether or not on
        condition to issue any securities of any subsidiary);

    (l) until the  Effective  Date and except in connection  with the Plan,  not
        enter into,  or allow the  Specified  Subsidiaries  to enter  into,  any
        agreement or agreements to sell, transfer, assign or lease any assets or
        properties except in the ordinary course of business, as disclosed in or
        contemplated  by the  Information  Circular  or as part  of an  internal
        reorganization;

    (m) until the Effective Date, in all material respects, conduct itself so as
        to keep the other parties fully  informed as to the business and affairs
        of Precision and the Specified Subsidiaries;

    (n) until the Effective Date, not incur, or allow the Specified Subsidiaries
        to incur, any additional material indebtedness or create any encumbrance
        on  any  of  its   properties  or  assets  or  those  of  the  Specified
        Subsidiaries,  except in the  ordinary  course of business and not merge
        into or with, or consolidate  with, any other person except a subsidiary
        or, except in the ordinary course of business,  perform any act or enter
        into  any  transaction  or  negotiation  which  might  interfere  or  be
        inconsistent  with the consummation of the transactions  contemplated by
        this Agreement;

    (o) until the Effective  Date,  not declare or pay any dividends or make any
        distribution  of its  properties  or  assets  or those of the  Specified
        Subsidiaries  to any of the  Securityholders  or to  others or retire or
        redeem any  Securities  without the prior  written  consent of the other
        parties, not to be unreasonably withheld;

    (p) until the Effective Date, except as specifically provided for hereunder,
        not alter or amend its constating  documents or the constating documents
        of the  Specified  Subsidiaries  as the  same  exist at the date of this
        Agreement;

    (q) in connection  with the  consummation of the  transactions  contemplated
        hereby  (including  the  Arrangement),  use its  reasonable  efforts  to
        obtain,  before the Effective Date, all necessary waivers,  consents and
        approvals  required to be obtained by it or the  Specified  Subsidiaries
        from other persons;

    (r) advise the other parties  immediately after the Meeting of the number of
        Securities in respect of which  Precision has received,  pursuant to the
        Interim  Order,  written  objection to the  Arrangement  Resolution  and
        provide the other parties with copies of such written objections;

    (s) prior to the Effective Date, make application to list the Trust Units on
        the TSX and NYSE; and


                                      123
<PAGE>

    (t) on the  Effective  Date,  take  the  steps  prescribed  for  it and  the
        Specified Subsidiaries under the Plan.

4.2 COVENANTS OF GENERAL PARTNER AND ACQUISITIONCO

    Each of the General Partner and  AcquisitionCo  covenants and agrees that it
will perform all  obligations  required or desirable to be performed by it under
this  Agreement  and shall do all such other acts and things as may be necessary
or desirable in order to consummate  and make  effective,  as soon as reasonably
practicable,  the  transactions  contemplated  in this  Agreement  and,  without
limiting the generality of the foregoing, it will:

    (a) apply  for  and use all  reasonable  efforts  to  obtain  all  necessary
        consents, assignments,  waivers and amendments to or terminations of any
        instruments  and take such measures as may be  appropriate to fulfil its
        obligations  hereunder  and to carry out the  transactions  contemplated
        hereby;

    (b) until  the   Effective   Date,   allow  the  other   parties  and  their
        representatives and agents full access during normal business hours, and
        upon  reasonable  notice  after  normal  business  hours,  to all of its
        assets,  properties,  books,  records,  agreements and  commitments  and
        provide all such  information  concerning it as Precision may reasonably
        request;

    (c) until the  Effective  Date,  not carry on any  business,  enter into any
        transaction  or  effect  any  corporate  act  whatsoever  other  than as
        contemplated herein or in the Information Circular;

    (d) use all reasonable  efforts to cause each of the conditions set forth in
        Article 5 which are within its control to be  satisfied on or before the
        Effective Date;

    (e) submit the  Arrangement to the Court;  apply,  in  conjunction  with the
        other  parties,  for the Final  Order;  and  diligently  prosecute  such
        application and any appeal of the Final Order;

    (f) carry out the terms of the Interim  Order and Final Order  applicable to
        it  and  use  its  reasonable   efforts  to  comply  promptly  with  all
        requirements  which applicable laws may impose on it with respect to the
        transactions contemplated hereby (including the Arrangement);

    (g) defend all lawsuits or other legal,  regulatory or other  proceedings to
        which it is a party  challenging  or  affecting  this  Agreement  or the
        consummation of the transactions contemplated hereby;

    (h) use all reasonable efforts to have lifted or rescinded any injunction or
        restraining  order or other  order  relating  to it which may  adversely
        affect  the  ability  of the  parties  to  consummate  the  transactions
        contemplated hereby (including the Arrangement);

    (i) in connection  with the  consummation of the  transactions  contemplated
        hereby  (including  the  Arrangement),  use its  reasonable  efforts  to
        obtain,  before the Effective Date, all necessary waivers,  consents and
        approvals required to be obtained by it from other persons;

    (j) until the Effective Date, in all material respects, conduct itself so as
        to keep the other parties fully informed as to its business and affairs;

    (k) until the  Effective  Date,  not disclose to any person,  other than its
        officers,  directors  and key employees  and  professional  advisors any
        confidential   information   relating  to  Precision  or  the  Specified
        Subsidiaries except information  disclosed in the Information  Circular,
        required to be disclosed by law, or otherwise publicly known; and

    (l) on the Effective Date, take the steps prescribed for it under the Plan.

4.3 COVENANTS OF PDLP

    PDLP covenants and agrees that it will perform all  obligations  required or
desirable to be performed by it under this Agreement and shall do all such other
acts and things as may be necessary or desirable in order to consummate and make
effective, as soon as reasonably practicable,  the transactions  contemplated in
this Agreement and, without limiting the generality of the foregoing, it will:


                                      124
<PAGE>

    (a) apply  for  and use all  reasonable  efforts  to  obtain  all  necessary
        consents, assignments,  waivers and amendments to or terminations of any
        instruments  and take such measures as may be  appropriate to fulfil its
        obligations  hereunder  and to carry out the  transactions  contemplated
        hereby;

    (b) until  the   Effective   Date,   allow  the  other   parties  and  their
        representatives and agents full access during normal business hours, and
        upon  reasonable  notice  after  normal  business  hours,  to all of its
        assets,  properties,  books,  records,  agreements and  commitments  and
        provide  all such  information  concerning  it as the other  parties may
        reasonably request;

    (c) until the  Effective  Date,  not carry on any  business,  enter into any
        transaction  or effect  any  partnership  act  whatsoever  other than as
        contemplated herein or in the Information Circular;

    (d) use all reasonable  efforts to cause each of the conditions set forth in
        Article 5 which are within its control to be  satisfied on or before the
        Effective Date;

    (e) submit the  Arrangement to the Court;  apply,  in  conjunction  with the
        other  parties,  for the Final  Order;  and  diligently  prosecute  such
        application and any appeal of the Final Order;

    (f) defend all lawsuits or other legal,  regulatory or other  proceedings to
        which it is a party  challenging  or  affecting  this  Agreement  or the
        consummation of the transactions contemplated hereby;

    (g) use all reasonable efforts to have lifted or rescinded any injunction or
        restraining  order or other  order  relating  to it which may  adversely
        affect  the  ability  of the  parties  to  consummate  the  transactions
        contemplated hereby (including the Arrangement);

    (h) carry out the terms of the Interim  Order and Final Order  applicable to
        it  and  use  its  reasonable   efforts  to  comply  promptly  with  all
        requirements  which applicable laws may impose on it with respect to the
        transactions contemplated hereby (including the Arrangement);

    (i) in connection  with the  consummation of the  transactions  contemplated
        hereby  (including  the  Arrangement),  use its  reasonable  efforts  to
        obtain,  before the Effective Date, all necessary waivers,  consents and
        approvals required to be obtained by it from other persons;

    (j) until the Effective Date, in all material respects, conduct itself so as
        to keep the other parties fully informed as to its business and affairs;

    (k) until the  Effective  Date,  not disclose to any person,  other than its
        officers,  directors  and key employees  and  professional  advisors any
        confidential   information   relating  to  Precision  or  the  Specified
        Subsidiaries except information  disclosed in the Information  Circular,
        required to be disclosed by law, or otherwise publicly known;

    (l) prior to the Effective Date, create the Exchangeable LP Units;

    (m)  on the Effective Date, enter into the Support Agreement, the Voting and
         Exchange Trust Agreement and such other  agreements as are necessary to
         give effect to the exchange  rights to be attached to the  Exchangeable
         LP  Units  as  described  in the  Information  Circular  on  terms  and
         conditions satisfactory to the Trust, acting reasonably; and

    (n)  on the Effective Date, take the steps prescribed for it under the Plan.

4.4 COVENANTS OF THE TRUST

    The Trust covenants and agrees that it will perform all obligations required
or desirable to be  performed by it under this  Agreement  and shall do all such
other acts and things as may be necessary  or  desirable in order to  consummate
and  make  effective,  as  soon  as  reasonably  practicable,  the  transactions
contemplated  in this  Agreement  and,  without  limiting the  generality of the
foregoing, it will:

    (a) apply  for  and use all  reasonable  efforts  to  obtain  all  necessary
        consents, assignments,  waivers and amendments to or terminations of any
        instruments  and take such measures as may be  appropriate to fulfil its
        obligations  hereunder  and to carry out the  transactions  contemplated
        hereby;


                                      125
<PAGE>

    (b) until  the   Effective   Date,   allow  the  other   parties  and  their
        representatives and agents full access during normal business hours, and
        upon  reasonable  notice  after  normal  business  hours,  to all of the
        assets,  properties,  books, records,  agreements and commitments of the
        Trust and provide all such information concerning the Trust as the other
        parties may reasonably request;

    (c) until the  Effective  Date,  not carry on any  business,  enter into any
        transaction  or effect any act  whatsoever  other  than as  contemplated
        herein or in the Information Circular;

    (d) use all reasonable  efforts to cause each of the conditions set forth in
        Article 5 which are within its control to be  satisfied on or before the
        Effective Date;

    (e) submit the  Arrangement to the Court;  apply,  in  conjunction  with the
        other  parties,  for the Final  Order;  and  diligently  prosecute  such
        application and any appeal of the Final Order;

    (f) defend all lawsuits or other legal,  regulatory or other  proceedings to
        which it is a party  challenging  or  affecting  this  Agreement  or the
        consummation of the transactions contemplated hereby;

    (g) use all reasonable efforts to have lifted or rescinded any injunction or
        restraining  order  or other  order  relating  to the  Trust  which  may
        adversely   affect  the  ability  of  the  parties  to  consummate   the
        transactions contemplated hereby (including the Arrangement);

    (h) carry out the terms of the Interim  Order and Final Order  applicable to
        it  and  use  its  reasonable   efforts  to  comply  promptly  with  all
        requirements  which applicable laws may impose on the Trust with respect
        to the transactions contemplated hereby (including the Arrangement);

    (i) in connection  with the  consummation of the  transactions  contemplated
        hereby  (including  the  Arrangement),  use its  reasonable  efforts  to
        obtain,  before the Effective Date, all necessary waivers,  consents and
        approvals required to be obtained by the Trust from other persons;

    (j) until the Effective Date, in all material respects, conduct itself so as
        to keep the other parties fully informed as to its business and affairs;

    (k) until the  Effective  Date,  not disclose to any person,  other than the
        Trustees  and  professional  advisors,   any  confidential   information
        relating to Precision or the Specified  Subsidiaries  except information
        disclosed in the Information Circular,  required to be disclosed by law,
        or otherwise publicly known;

    (l) until the Effective Date, except as specifically provided for hereunder,
        not alter or amend its  governing  trust  documents as the same exist at
        the date of this Agreement  without the prior consent of Precision,  not
        to be unreasonably withheld;

    (m) prior  to  the  Effective  Date,  cooperate  with  Precision  in  making
        application to list the Trust Units on the TSX and the NYSE;

    (n) reserve a sufficient  number of Trust Units for  issuance,  from time to
        time,  of: (i) upon  exercise  of the  exchange  rights  attached to the
        Exchangeable LP Units, and (ii) pursuant to the Arrangement;

    (o) on the Effective Date,  issue the Special Voting Unit in accordance with
        the Plan;

    (p) on the Effective Date, enter into the Support Agreement,  the Voting and
        Exchange Trust  Agreement and such other  agreements as are necessary to
        give effect to the exchange rights to be attached to the Exchangeable LP
        Units as described in the  Information  Circular on terms and conditions
        satisfactory to the Trust, acting reasonably; and

    (q) on the Effective Date, take the steps prescribed for the Trust under the
        Plan (including issuing the Trust Units in accordance with the Plan).



                                      126
<PAGE>

                                    ARTICLE 5

                              CONDITIONS PRECEDENT

5.1 MUTUAL CONDITIONS PRECEDENT

    The  respective  obligations  of the  parties to complete  the  transactions
contemplated   by  this  Agreement   shall  be  subject  to  the  fulfilment  or
satisfaction,  on or  before  the  Effective  Date,  of  each  of the  following
conditions, any of which may be waived collectively by them without prejudice to
their right to rely on any other condition:

    (a) the  Arrangement  Resolution  shall have been approved at the Meeting by
        not less than  two-thirds  of the votes cast by the  Securityholders  in
        accordance  with the  provisions of the Interim Order and any applicable
        laws;

    (b) the  Final  Order  shall  have  been  obtained  in  form  and  substance
        satisfactory to each of the parties acting reasonably and shall not have
        been set  aside or  modified  in a manner  unacceptable  to the  parties
        acting reasonably, on appeal or otherwise;

    (c) the Registration Statement in respect of the transfer of the Weatherford
        Shares to Shareholders shall have been filed with and declared effective
        by the U.S. Securities and Exchange Commission;

    (d) all necessary  documents filed with the Registrar in accordance with the
        Plan shall be in form and substance  satisfactory to each of the parties
        acting  reasonably  and  shall  have  been  accepted  for  filing by the
        Registrar  together with the Articles of Arrangement in accordance  with
        Section 193 of the ABCA;

    (e) there shall have been no action taken under any applicable law and there
        shall not be in force any order or decree of any governmental  authority
        that:

    (i) makes illegal or otherwise directly or indirectly restrains,  enjoins or
        prohibits the Arrangement or any other transactions contemplated herein;

    (ii) results in any judgment or assessment of material  damages  directly or
        indirectly relating to the transactions contemplated herein; or

    (iii) imposes or confirms  material  limitations  on the ability of: (A) the
        Trust to  effectively  to  exercise  full  rights  of  ownership  of the
        securities of the General Partner  including,  without  limitation,  the
        right to vote any such securities; (B) the Trust to exercise full rights
        of ownership of the PDLP A Units,  including,  without  limitation,  the
        right to vote any such securities; (C) the Trust to exercise full rights
        of ownership of securities of AcquisitionCo  (and after giving effect to
        the  Arrangement  and the  Amalgamation  PDLP to exercise full rights of
        ownership  of  securities   of   AmalgamationCo),   including,   without
        limitation, the right to vote such securities;

    (f) there shall have been no material  change with respect to the income tax
        laws or policies of Canada or any  province  thereof  which would have a
        material   adverse  effect  on  the   reorganization   of  Precision  as
        contemplated  by the Plan,  including the manner in which  distributions
        made to holders of Trust Units or Exchangeable LP Units are taxed;

    (g) all   necessary   third  party  and  other   consents,   approvals   and
        authorizations  with  respect to the  transactions  contemplated  hereby
        (including,   without  limitation,  orders  of  applicable  governmental
        authorities  for the issuance of Trust Units,  Exchangeable LP Units and
        Weatherford  Shares and the exchange of  Exchangeable LP Units for Trust
        Units) shall have been completed or obtained;

    (h) the  board of  directors  of  Precision  shall  not have  determined  to
        terminate this Agreement in accordance with the  Arrangement  Resolution
        as a result  of the  number of  Securityholders,  if any,  who  exercise
        Dissent Rights or otherwise; and

    (i) the approval of the TSX and the NYSE to the  conditional  listing of the
        Trust  Units  shall have been  obtained,  subject  only to the filing of
        required documents and fees.

5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF PRECISION

    In addition to the  conditions  contained in Section 5.1, the  obligation of
Precision to complete the transactions contemplated by this Agreement is subject
to the fulfilment or  satisfaction,  on or before the Effective Date, of each of
the  following  conditions,  any of which  may be waived  by  Precision  without
prejudice to its right to rely on any other condition:


                                      127
<PAGE>

    (a) each of the covenants,  acts and undertakings of the other parties to be
        performed or complied with on or before the  Effective  Date pursuant to
        the terms of this  Agreement  shall have been duly performed or complied
        with;

    (b) except as affected by the  transactions  contemplated by this Agreement,
        the  representations  and  warranties  of  each  of  the  other  parties
        contained in Article 3 shall be true in all material  respects  with the
        same effect as if made at and as of the  Effective  Date,  and Precision
        shall have  received a  certificate  of a senior  officer of each of the
        General Partner, AcquisitionCo,  PDLP and of the Trustees to that effect
        dated the Effective  Date, and Precision  shall have no knowledge to the
        contrary; and

    (c) the board of directors of Precision  shall have  determined  in its sole
        and absolute discretion that the Arrangement is in the best interests of
        Precision and not withdrawn such determination.

5.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE OTHER PARTIES

    In addition to the conditions  contained in Section 5.1, the  obligations of
the parties other than Precision to complete the  transactions  contemplated  by
this Agreement are subject to the fulfilment or  satisfaction,  on or before the
Effective Date, of the following  conditions,  any of which may be waived by any
other party  without  prejudice to such other party's right to rely on any other
condition:

    (a) each of the covenants,  acts and undertakings of the other parties to be
        performed or complied with on or before the  Effective  Date pursuant to
        the terms of this  Agreement  shall have been duly performed or complied
        with;

    (b) except as affected by the  transactions  contemplated by this Agreement,
        the  representations  and  warranties of the other parties  contained in
        Article 3 shall be true in all material  respects on the Effective Date,
        with the same effect as if made at and as of such date,  and each of the
        other parties shall have received a certificate  of a senior  officer of
        Precision and the other parties and of the Trustees,  as applicable,  to
        that effect dated the Effective  Date,  and the other parties shall have
        no knowledge to the contrary;

    (c) the board of directors of Precision  shall have made, and shall not have
        modified or amended, in any respect, an affirmative  recommendation that
        the Securityholders approve the Arrangement; and

    (d) prior to the Effective Date,  there shall have been no material  adverse
        change in the  business,  operations,  properties,  assets  or  affairs,
        financial or  otherwise,  of Precision  and the  Specified  Subsidiaries
        (taken as a whole) from that reflected in the Information Circular.

    As used in paragraphs (a) and (b) above,  "OTHER PARTIES" means, in relation
to any party, the parties (including Precision) other than that party.

5.4 CLOSING MATTERS

    Each of the parties shall  deliver,  at the closing of the  Arrangement  and
other   transactions   contemplated   hereby,   such   customary   certificates,
resolutions,  opinions  and other  closing  documents  as may be required by the
other  party,  acting  reasonably.  The  closing  of  the  Arrangement  and  the
transactions  contemplated  hereby  will  take  place on  Effective  Date at the
offices of Borden  Ladner  Gervais LLP,  1000,  400 -- 3rd Avenue SW.,  Calgary,
Alberta, T2P 4H2.

                                    ARTICLE 6

                                     NOTICES

6.1 NOTICES

    Any notice,  consent,  waiver,  direction or other communication required or
permitted  to be given under this  Agreement by a party to any other party shall
be in writing and shall be delivered by hand delivery, facsimile transmission or
(provided  that the mailing party does not know and should not  reasonably  have
known of any disruption or anticipated  disruption of postal service which might
affect delivery of the mail) by registered mail (postage prepaid),  addressed to
the party to whom the notice is to be given,  at its specified  address  herein.
Any notice, consent,  waiver,  direction or other communication aforesaid shall,


                                      128
<PAGE>

if hand delivered or delivered by facsimile transmission, be deemed to have been
given  and  received  on the date on which it was hand  delivered  or  delivered
(based on facsimile confirmation) by facsimile transmission (if prior to 4:30 pm
(local  time at the place of receipt)  on a Business  Day and, if not,  the next
succeeding  Business Day) and if sent by registered  mail be deemed to have been
given and received on the fourth Business Day at the point of delivery following
the date on which it was so sent. The specified  address herein shall be, in the
case of:

    (a) Precision or any of the Specified Subsidiaries, addressed to:

Precision Drilling Corporation
4200, 150 -- 6 Avenue S.W.
Calgary, Alberta T2P 3X7

Attention:  President
Facsimile:  (403) 264-0251

    (b) the Trust, addressed to:

Precision Drilling Trust
4200, 150 -- 6 Avenue S.W.
Calgary, Alberta T2P 3X7

Attention:  Trustees
Facsimile:  (403) 264-0251

    (c) General Partner, addressed to:

1194312 Alberta Ltd.
4200, 150 -- 6 Avenue S.W.
Calgary, Alberta T2P 3X7

Attention:  President
Facsimile:  (403) 264-0251

    (d) PDLP, addressed to:

Precision Drilling Limited Partnership
c/o 1194312 Alberta Ltd.
4200, 150 -- 6 Avenue S.W.
Calgary, Alberta T2P 3X7

Attention:  President
Facsimile:  (403) 264-0251

    (e) AcquisitionCo, addressed to:

1195309 Alberta ULC
4200, 150 -- 6 Avenue S.W.
Calgary, Alberta T2P 3X7

Attention:  President
Facsimile:  (403) 264-0251

or such other  address as may be  designated  by any of the parties by notice to
the other parties given in accordance with this Section.



                                      129
<PAGE>

                                    ARTICLE 7

                            AMENDMENT AND TERMINATION

7.1 AMENDMENTS

    This  Agreement  may,  at any time and from time to time before or after the
Meeting but not later than the Effective  Date, be amended by written  agreement
of the parties hereto without further notice to or  authorization on the part of
their  respective  security  holders,   and  any  such  amendment  may,  without
limitation:

    (a) change the time for performance of any of the obligations or acts of the
        parties hereto;

    (b) waive any inaccuracies or modify any representation  contained herein or
        in any document delivered pursuant hereto;

    (c) waive  compliance  with or modify  any of the  covenants  or  conditions
        herein  contained  and  waive  or  modify  performance  of  any  of  the
        obligations of the parties hereto; and

    (d) waive  compliance  with  or  modify  any  conditions   precedent  herein
        contained,

provided,  however,  that any  such  change,  waiver  or  modification  does not
invalidate any required approval of the Securityholders to the Arrangement.

7.2 TERMINATION

    This Agreement shall be terminated at any time prior to the Effective Date:

    (a) if the Interim  Order has been  refused or has been granted in a form or
        substance not satisfactory to the parties, acting reasonably, or has not
        been granted by November  15, 2005 or, if issued,  has been set aside or
        modified in a manner unacceptable to the parties, acting reasonably,  on
        appeal or otherwise;

    (b) if the  Arrangement  has not been  approved  by the  Securityholders  in
        accordance  with the  Interim  Order and all  applicable  corporate  and
        securities law requirements on or before December 15, 2005;

    (c) if  the  Final  Order  has  not  been  granted  in  form  and  substance
        satisfactory to the parties,  acting  reasonably,  on or before December
        30,  2005 or if  issued,  has been set  aside  or  modified  in a manner
        unacceptable to the parties, acting reasonably, on appeal or otherwise;

    (d) if the Effective Date has not occurred prior to December 30, 2005;

    (e) if Precision  has  determined  to accept or proceed with an  Acquisition
        Proposal; or

    (f) if a written  agreement  to  terminate  this  Agreement  is executed and
        delivered by all parties hereto.

7.3 ACQUISITION PROPOSAL

    Nothing  contained in this Agreement shall prevent the board of directors of
Precision  from  considering,   negotiating,   approving,  recommending  to  its
Securityholders or entering into an agreement in respect of an unsolicited, bona
fide  Acquisition  Proposal  in  respect  of which  the  board of  directors  of
Precision determines in good faith that the board of directors is required to do
so in order to properly discharge their fiduciary duties.

                                    ARTICLE 8

                                     GENERAL

8.1 BINDING EFFECT

    This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and permitted assigns.


                                      130
<PAGE>

8.2 EXPENSES

    Each of the parties  hereto  shall pay its expenses in  connection  with the
preparation   and  execution  of  this  Agreement  and  the  completion  of  the
transactions contemplated hereby or incidental hereto.

8.3 NO ASSIGNMENT

    No party may assign its rights or obligations under this Agreement.

8.4 EQUITABLE REMEDIES

    All covenants herein and opinions to be given hereunder as to enforceability
in  accordance  with the terms of any covenant,  agreement or document  shall be
qualified as to applicable  bankruptcy and other laws affecting the  enforcement
of creditors'  rights  generally  and to the effect that  specific  performance,
being an equitable remedy, may not be ordered.

8.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    The representations and warranties  contained herein shall survive until the
Effective Date and shall expire and be terminated and  extinguished  at and from
the Effective Time and no party shall have any liability or further  obligations
to any  party  hereunder  in  respect  of  such  representations  or  warranties
thereafter.

8.6 SEVERABILITY

    If any one or more of the  provisions  or parts  thereof  contained  in this
Agreement  should be or become invalid,  illegal or unenforceable in any respect
in any jurisdiction,  the remaining provisions or parts thereof contained herein
shall be and  shall  be  conclusively  deemed  to be,  as to such  jurisdiction,
severable therefrom and:

    (a) the validity, legality or enforceability of such remaining provisions or
        parts  thereof  shall  not in any way be  affected  or  impaired  by the
        severance of the provisions or parts thereof severed; and

    (b) the invalidity,  illegality or unenforceability of any provision or part
        thereof contained in this Agreement in any jurisdiction shall not affect
        or impair such provision or part thereof or any other provisions of this
        Agreement in any other jurisdiction.

8.7 FURTHER ASSURANCES

    Each party hereto shall,  from time to time, and at all times hereafter,  at
the request of any other party hereto, but without further consideration, do all
such  further  acts and  execute  and deliver  all such  further  documents  and
instruments as shall be reasonably  required in order to fully perform and carry
out the terms and intent hereof.

8.8 EXECUTION IN COUNTERPARTS

    This  Agreement  may be  executed in  counterparts,  each of which is and is
hereby conclusively  deemed to be an original and counterparts  collectively are
to be  conclusively  deemed one  instrument.  Delivery  of  counterparts  may be
effected by facsimile transmission.

8.9 WAIVER

    No waiver by, any party hereto  shall be effective  unless such waiver is in
writing and any waiver shall affect only the matter, and the occurrence thereof,
specifically identified and shall not extend to any other matter or occurrence.

8.10 LIMITATIONS ON LIABILITY

    The parties hereto acknowledge that:


                                      131
<PAGE>

    (a) the Trustees are entering into this  Agreement  solely in their capacity
        as  Trustees  on behalf of the  Trust and the  obligations  of the Trust
        hereunder  shall not be  personally  binding upon the Trustees or any of
        the Unitholders and that any recourse against the Trust, the Trustees or
        any Unitholder in any manner in respect of any indebtedness,  obligation
        or liability  of the Trust  arising  hereunder or arising in  connection
        herewith or from the matters to which this  Agreement  relates,  if any,
        including  without  limitation  claims based on  negligence or otherwise
        tortious behaviour,  shall be limited to, and satisfied only out of, the
        Trust Assets as defined in the Declaration of Trust; and

    (b) PDLP is a limited  partnership  formed under the laws of  Manitoba,  the
        limited  partners  of  which  are  only  liable  for any of the  limited
        partnership's  liabilities or any of the limited partnership's losses to
        the extent of the amount that such limited  partners have contributed or
        agreed to  contribute  to the  limited  partnership's  capital  and such
        limited partners' pro rata share of any undistributed income.

    IN WITNESS WHEREOF the parties hereto have executed this Agreement.


PRECISION DRILLING CORPORATION

Per:   /s/ Jan Campbell
- -------------------------------
Name:  Jan Campbell
Title: Corporate Secretary


PRECISION DRILLING TRUST, BY ITS TRUSTEES

Per:   Robert J.S. Gibson
- -------------------------------
Name:  Robert J.S. Gibson
Title: Trustee

Per:   Patrick M. Murray
- -------------------------------
Name:  Patrick M. Murray
Title: Trustee

Per:   H. Garth Wiggins
- -------------------------------
Name:  H. Garth Wiggins
Title: Trustee


1194312 ALBERTA LTD.

Per:   /s/ Doug Strong
- -------------------------------
Name:  Doug Strong
Title: Vice President & Secretary


PRECISION DRILLING LIMITED PARTNERSHIP,
by its general partner, 1194312 Alberta Ltd.

Per:   Doug Strong
- -------------------------------
Name:  Doug Strong
Title: Vice President & Secretary


1195309 ALBERTA ULC

Per:   Doug Strong
- -------------------------------
Name:  Doug Strong
Title: Vice President & Secretary



                                      132
<PAGE>

                                   SCHEDULE A

                      PLAN OF ARRANGEMENT UNDER SECTION 193

                                     OF THE

                       BUSINESS CORPORATIONS ACT (ALBERTA)

                                    ARTICLE 1

                                 INTERPRETATION

1.1 In this Plan, the following terms have the following meanings:

    (a)   "ABCA" means the BUSINESS  CORPORATIONS  ACT, Alberta R.S.A.  2000, c.
          B-9, as amended, including the regulations promulgated thereunder;

    (b)   "ACB" means adjusted cost base within the meaning of the Tax Act;

    (c)   "ACQUISITIONCO"  means  1195309  Alberta ULC, an  unlimited  liability
          corporation  incorporated under the ABCA and a wholly-owned subsidiary
          of the Trust;

    (d)   "ACQUISITIONCO  DEBT" means unsecured  subordinated  interest  bearing
          indebtedness  of  AcquisitionCo  in the principal  amount equal to the
          aggregate of the principal  amount of PDLP Trust Notes received by all
          Electing Eligible Shareholders pursuant to the Plan;

    (e)   "ACQUISITIONCO  TRUST NOTE" means an interest bearing  promissory note
          to be  issued  by  AcquisitionCo  pursuant  to the Plan to each of the
          Non-Electing  Shareholders in partial  consideration  for their Common
          Shares  containing the same terms and conditions as the  AcquisitionCo
          Debt in a  principal  amount  equal to the  number  of  Common  Shares
          transferred to AcquisitionCo by a Non-Electing Shareholder, multiplied
          by the Residual Value Per Share;

    (f)   "ACQUISITIONCO  WEATHERFORD NOTE" means an interest bearing promissory
          note to be issued by AcquisitionCo pursuant to the Plan to each of the
          Non-Electing  Shareholders in partial  consideration  for their Common
          Shares transferred to AcquisitionCo,  each in a principal amount equal
          to the  aggregate of the Pro-rata  Portion of Special Cash Payment and
          the Pro-rata Portion of Weatherford  Share Value  attributable to each
          such Shareholder;

    (g)   "AGGREGATE  PERMITTED  EXCHANGE AMOUNT" means the amount designated as
          such as of the Effective Date by the Precision  Directors,  which will
          not exceed 5% of the product  obtained  by  multiplying  the  Residual
          Value Per Share by the Outstanding Shares;

    (h)   "AMALGAMATION"  means the amalgamation of AcquisitionCo  and PD Amalco
          following the Effective Date;

    (i)   "AMALGAMATIONCO" means Precision Drilling Corporation, the corporation
          resulting from the Amalgamation;

    (j)   "AMALGAMATIONCO  COMMON  SHARES" means common shares in the capital of
          AmalgamationCo;

    (k)   "AMALGAMATIONCO   DEBT"  means  the  aggregate   principal  amount  of
          AcquisitionCo  Debt and the  AcquisitionCo  Trust  Notes which will be
          owed to PDLP by AmalgamationCo following completion of the Arrangement
          and the Amalgamation;

    (l)   "ARRANGEMENT"  means the proposed  arrangement under the provisions of
          section 193 of the ABCA on the terms and  conditions  set forth in the
          Plan;

    (m)   "ARRANGEMENT  AGREEMENT"  means the arrangement  agreement dated as of
          September 29, 2005, among  Precision,  the Trust, the General Partner,
          PDLP  and  AcquisitionCo  providing  for  the  implementation  of  the
          Arrangement, as from time to time amended, supplemented or restated;


                                      133
<PAGE>

    (n)   "ARRANGEMENT  RESOLUTION" means the special  resolution  approving the
          Arrangement  in  substantially  the form attached as Appendix A to the
          Information  Circular,  which special  resolution  will be voted on by
          Securityholders at the Meeting;

    (o)   "ARTICLES OF ARRANGEMENT" means the articles of arrangement in respect
          of the Arrangement required under subsection 193(10) of the ABCA to be
          filed with the  Registrar  after the Final Order has been made to give
          effect to the Arrangement;

    (p)   "AVERAGE  OPENING TRUST UNIT TRADING PRICE" means the weighted average
          trading  price of the Trust  Units on the first day of  trading of the
          Trust Units on the TSX;

    (q)   "AVERAGE  CLOSING  COMMON  SHARE  TRADING  PRICE"  means the  weighted
          average  trading  price of the  Common  Shares  on the TSX on the last
          trading day immediately prior to the Effective Date;

    (r)   "BUSINESS DAY" means a day, other than a Saturday, Sunday or statutory
          holiday,  when banks are generally open in Calgary,  Alberta,  for the
          transaction of banking business;

    (s)   "CANADIAN  DOLLAR  EQUIVALENT"  means the Canadian dollar  denominated
          amount of a United  States dollar amount using the noon buying rate of
          United  States  dollars for Canadian  dollars  provided by the Bank of
          Canada on the Effective Date;

    (t)   "CASH REDUCTION  AMOUNT" means, if the Weatherford Share Value exceeds
          $2,093,010,894, being the product obtained upon multiplying 26 million
          Weatherford  Shares by the  closing  market  price of the  Weatherford
          Shares on the NYSE on August 31,  2005  (being  U.S.  $67.71)  and the
          United States dollar exchange rate for Canadian  dollars on August 31,
          2005  (being  $1.1889),  the  amount  determined  by  multiplying  the
          difference  between the Weatherford Share Value and  $2,093,010,894 by
          the capital  gains  corporate  tax rate of  Precision,  provided  such
          amount exceeds $5,000,000;

    (u)   "CERTIFICATE" means the certificate of arrangement to be issued by the
          Registrar pursuant to subsection 193(11) of the ABCA, giving effect to
          the Arrangement;

    (v)   "CLOSING MARKET PRICE" means: (i) an amount equal to the closing price
          of the  Trust  Units if there  was a trade on the date on which  Trust
          Units were tendered for redemption and the exchange or market on which
          they are traded provides a closing price;  (ii) an amount equal to the
          average of the  highest  and lowest  prices of the Trust  Units on the
          date on which the Trust Units were  tendered for  redemption  if there
          was trading and the  exchange or other market on which they are traded
          provides only the highest and lowest prices of Trust Units traded on a
          particular  day;  or (iii)  the  average  of the last bid and last ask
          prices if there was no trading on that date;

    (w)   "CLOSING WEATHERFORD SHARE PRICE" means the Canadian Dollar Equivalent
          of the Weatherford Share Fair Market Value;

    (x)   "COMMON  SHARE FAIR MARKET VALUE" means the weighted  average  trading
          price of a Common Share on the TSX for the five trading days preceding
          the  Effective  Date,  provided that if the Common Shares are not then
          listed on the TSX or if in the  opinion  of the  Precision  Directors,
          acting  reasonably  and in good  faith,  the  public  distribution  or
          trading activity of Common Shares for that period does not result in a
          weighted  average  trading price which  reflects the FMV of the Common
          Shares, then the Common Share FMV shall be determined by the Precision
          Directors, in good faith and in their sole discretion;

    (y)   "COMMON  SHARES"  means common  shares in the capital of Precision and
          for the  purposes  of the Plan  also  means  the  common  shares of PD
          Amalco, as applicable, following the amalgamation of Precision and the
          Specified Subsidiaries pursuant to the Plan;

    (z)   "COURT" means the Court of Queen's Bench of Alberta;

    (aa)  "DECLARATION  OF TRUST"  means the  declaration  of trust of the Trust
          dated as of September  22, 2005,  between the settlor of the Trust and
          the  Trustee  as it may from  time to time  amended,  supplemented  or
          restated;

    (bb)  "DEPOSITORY"  means  Computershare  Investor  Services  Inc.,  at  its
          offices referred to in the Letter of Transmittal and Election Form;


                                      134
<PAGE>

    (cc)  "DISSENT  RIGHTS"  means the right of a registered  Securityholder  to
          dissent to the Arrangement Resolution and to be paid the fair value of
          the  Securities  in  respect  of which  the  Securityholder  dissents,
          pursuant  to and in  accordance  with  section 191 of the ABCA and the
          Interim Order;

    (dd)  "DISSENTING  OPTIONHOLDERS" means registered Optionholders who validly
          exercise the Dissent Rights;

    (ee)  "DISSENTING   SECURITYHOLDERS"  means  Dissenting   Optionholders  and
          Dissenting Shareholders, collectively;

    (ff)  "DISSENTING  SHAREHOLDERS"  means registered  Shareholders who validly
          exercise the Dissent Rights;

    (gg)  "EFFECTIVE  DATE" means the date on which the Arrangement is effective
          under the ABCA;

    (hh)  "EFFECTIVE TIME" means 12:01a.m.  (Calgary time) on the Effective Date
          regardless of the time of the Closing on that date;

    (ii)  "ELECTED  AMOUNT"  means  the  amount  based on an  Electing  Eligible
          Shareholders'  ACB  specified  in a Filed  Letter of  Transmittal  and
          Election Form by an Electing  Eligible  Shareholder in respect of each
          Common Share transferred to PDLP by such Electing Eligible Shareholder
          provided that such Elected  Amount shall be deemed to be: (a) not less
          than the greater of: (i) the ACB of such Common  Share to the Electing
          Eligible  Shareholder;  and  (ii)  the sum of the Per  Share  Value of
          Special Cash Payment and the Per Weatherford  Share Value; and (b) not
          greater than the Common Share Fair Market Value;

    (jj)  "ELECTING ELIGIBLE SHAREHOLDERS" means Eligible Shareholders who elect
          in a  Filed  Letter  of  Transmittal  and  Election  Form  to  receive
          Exchangeable LP Units under the Arrangement;

    (kk)  "ELECTION  DEADLINE"  means 5:00 p.m.  (Calgary time) on the second to
          last Business Day immediately preceding the Meeting or, if the Meeting
          is adjourned or  postponed,  such time on the second to last  Business
          Day  immediately  preceding  the date of such  adjourned  or postponed
          Meeting;

    (ll)  "ELIGIBLE  INSTITUTION"  means a Canadian Schedule 1 chartered bank, a
          major trust  company in Canada,  a member of the  Securities  Transfer
          Agent  Medallion  Program  (STAMP),  a member of the  Stock  Exchanges
          Medallion  Program (SEMP) or a member of the New York Stock  Exchange,
          Inc. Medallion Signature Program (MSP).  Members of these programs are
          usually members of a recognized stock exchange in Canada or the United
          States,  members  of the  Investment  Dealers  Association  of Canada,
          members of the National Association of Securities Dealers or banks and
          trust companies in the United States;

    (mm)  "ELIGIBLE  SHAREHOLDER" means a Shareholder that is not a Non-Resident
          or  Tax-Exempt  from and as of the Election  Deadline to and including
          the Effective Time;

    (nn)  "EXCHANGEABLE  LP UNIT  LIMIT"  means that number of  Exchangeable  LP
          Units  equal  to the  quotient  obtained  by  dividing  the  Aggregate
          Permitted  Exchange Amount by the Residual Value Per Share (rounded to
          the nearest whole number);

    (oo)  "EXCHANGEABLE LP UNITS" means the Class B limited partnership units of
          PDLP, which are exchangeable  into Trust Units on a one-for-one  basis
          after 180 days from the  Effective  Date (or  prior  thereto  with the
          consent of the board of directors of the General Partner)  pursuant to
          the Voting and Exchange Trust Agreement;

    (pp)  "FILED LETTER OF TRANSMITTAL AND ELECTION FORM" means, with respect to
          any  Shareholder,  a duly completed Letter of Transmittal and Election
          Form deposited with that Shareholder's certificate(s) representing the
          Shareholder's  Common  Shares  with the  Depository  on or before  the
          Election Deadline;

    (qq)  "FINAL ORDER" means the order of the Court  approving the  Arrangement
          to be applied for  following  the approval of the  Arrangement  at the
          Meeting to be granted pursuant to the provisions of subsection  193(9)
          of the ABCA, as such order may be affirmed, amended or modified by any
          court of competent jurisdiction;

    (rr)  "FMV" means fair market value;

    (ss)  "GENERAL   PARTNER"   means   1194312   Alberta  Ltd.,  a  corporation
          incorporated pursuant to the ABCA as a direct wholly-owned  subsidiary
          of the Trust and which is the general partner of PDLP;


                                      135
<PAGE>

    (tt)  "INFORMATION CIRCULAR" means the information circular dated October 3,
          2005, together with all appendices thereto distributed by Precision in
          connection with the Meeting;

    (uu)  "INTERIM  ORDER" means the Interim Order of the Court dated  September
          29,  2005  pursuant  to  subsection  193(4)  of  the  ABCA  containing
          declarations  and directions  with respect to the  Arrangement and the
          Meeting and issued pursuant to the petition of Precision  therefor,  a
          copy of which  order is  attached  as  Appendix B to this  Information
          Circular;

    (vv)  "LETTER  OF  TRANSMITTAL  AND  ELECTION  FORM"  means  the  Letter  of
          Transmittal and Election Form enclosed with the  Information  Circular
          pursuant to which a Shareholder is required to deliver  certificate(s)
          representing Common Shares and make certain elections, if desired;

    (ww)  "MEETING"  means  the  special   meeting  of   Shareholders   and  the
          Optionholders  to be held on October 31,  2005 and any  adjournment(s)
          thereof  to,  INTER  ALIA,  consider  and to vote  on the  Arrangement
          Resolution and the matters referred to in the Notice of Meeting;

    (xx)  "NEW OPTIONS" has the meaning  ascribed thereto in paragraph 3.1(k) of
          the Plan;

    (yy)  "NEW  EXERCISE  PRICE"  means,  in  respect  of  a  particular  Option
          Agreement,  the  exercise  price of an Option less the amount by which
          the Average  Closing  Common Share  Trading  Price exceeds the Average
          Opening Trust Unit Trading Price;

    (zz)  "NON-ELECTING   SHAREHOLDER"   means  a  Shareholder   (other  than  a
          Dissenting  Shareholder)  who elects,  pursuant  to a Filed  Letter of
          Transmittal  and Election Form or is deemed to elect,  to exchange all
          or a portion of their Common  Shares for one Trust Unit and a pro-rata
          share of  Weatherford  Shares and a pro-rata share of the Special Cash
          Payment for each Common Share,  to the extent of such Common Shares so
          elected;

    (aaa) "NON-RESIDENT"  means: (i) a person (within the meaning of the Tax Act
          but, for greater  certainty,  not including a partnership)  who is not
          resident  in  Canada  for  the  purposes  of the  Tax  Act;  or (ii) a
          partnership that is not a "Canadian partnership" as defined in the Tax
          Act;

    (bbb) "NOTICE  OF  MEETING"  means  the  Notice  of  Special  Meeting  which
          accompanies the Information Circular;

    (ccc) "OPTION"  means an option,  and  "OPTIONS"  means,  collectively,  all
          outstanding vested and unvested options,  to purchase one Common Share
          pursuant to Precision's existing stock option plans;

    (ddd) "OPTION  AGREEMENT"  means an agreement  to issue Common  Shares to an
          Optionholder at a particular exercise price;

    (eee) "OPTIONHOLDERS" means the holders of Options;

    (fff) "OUTSTANDING  SHARES"  means the  number of Common  Shares  issued and
          outstanding as of the Effective Time;

    (ggg) "PD AMALCO" means  Precision  Drilling  Corporation,  the  corporation
          resulting  from  the  amalgamation  of  Precision  and  the  Specified
          Subsidiaries pursuant to the Plan;

    (hhh) "PDLP"  means  Precision  Drilling  Limited  Partnership,   a  limited
          partnership  established  pursuant  to the  laws  of the  province  of
          Manitoba pursuant to the PDLP Limited Partnership Agreement;

    (iii) "PDLP A UNITS" means the Class A limited partnership units of PDLP;

    (jjj) "PDLP LIMITED  PARTNERSHIP  AGREEMENT"  means the limited  partnership
          agreement  dated as of September  28, 2005 among the General  Partner,
          the Trust and each  person  who from time to time is  accepted  as and
          becomes  a  limited  partner  pursuant  thereto,  as from time to time
          amended, supplemented or restated;

    (kkk) "PDLP  TRUST NOTE" means an  interest  bearing  promissory  note to be
          issued  by  PDLP  pursuant  to the  Plan  to  each  Electing  Eligible
          Shareholder in partial  consideration for their Common Shares, each in
          the principal  amount  determined in accordance with the provisions of
          the Plan;


                                      136
<PAGE>

    (lll) "PDLP WEATHERFORD  NOTE" means an interest bearing  promissory note to
          be  issued  by PDLP  pursuant  to the Plan to each  Electing  Eligible
          Shareholder in partial  consideration for their Common Shares, each in
          a principal  amount equal to the aggregate of the Pro-rata  Portion of
          Weatherford  Share  Value and the  Pro-rata  Portion of  Special  Cash
          Payment attributable to each such Electing Eligible Shareholder;

    (mmm) "PER SHARE VALUE OF SPECIAL  CASH  PAYMENT"  means the amount equal to
          the Special Cash Payment divided by the number of Outstanding Shares;

    (nnn) "PER   WEATHERFORD   SHARE  VALUE"  means  the  amount  equal  to  the
          Weatherford Share Value divided by the number of Outstanding Shares;

    (ooo) "PERSON" includes any individual, body corporate,  partnership, trust,
          association,  joint venture,  other organization or entity (whether or
          not a legal entity) or governmental authority;

    (ppp) "PLAN" means this plan of  arrangement,  as from time to time amended,
          supplemented or restated in accordance with the terms hereof;

    (qqq) "PRECISION"  means  Precision  Drilling  Corporation,   a  corporation
          governed by the ABCA;

    (rrr) "PRECISION DIRECTORS" means the board of directors of Precision;

    (sss) "PRO-RATA PORTION OF AGGREGATE  RESIDUAL VALUE" means the amount equal
          to the number of Common Shares transferred by a Shareholder multiplied
          by the Residual Value Per Share;

    (ttt) "PRO-RATA  PORTION OF SPECIAL CASH PAYMENT"  means the amount equal to
          the number of Common Shares  transferred by a Shareholder  pursuant to
          the Plan multiplied by the Per Share Value of Special Cash Payment;

    (uuu) "PRO-RATA  PORTION OF WEATHERFORD  SHARE VALUE" means the amount equal
          to the number of Common Shares  transferred by a Shareholder  pursuant
          to the Plan multiplied by the Per Weatherford Share Value;

    (vvv) "REGISTRAR"  means  the  Registrar  of  Corporations  appointed  under
          section 263 of the ABCA;

    (www) "RESIDUAL  VALUE PER SHARE"  means the Common  Share Fair Market Value
          less the  aggregate  of the Per  Weatherford  Share  Value and the Per
          Share Value of Special Cash Payment;

    (xxx) "SECURITIES" means the Common Shares and Options;

    (yyy) "SECURITYHOLDERS" means the Shareholders and Optionholders;

    (zzz) "SHAREHOLDERS" means the holders of Common Shares;

    (aaaa)  "SPECIAL  CASH PAYMENT"  means $850 million less the Cash  Reduction
            Amount,  if applicable,  to be received by Shareholders  pursuant to
            the Plan;

    (bbbb)  "SPECIAL  VOTING UNIT" means the special voting unit of the Trust to
            be issued by the Trust and  deposited  with the Voting and  Exchange
            Trustee to which will be attached that number of voting rights (each
            such voting right to be equal to the voting  rights  attached to one
            Trust Unit) equal to the number of outstanding Exchangeable LP Units
            held by registered holders, other than the Trust and its affiliates;

    (cccc)  "SPECIFIED   SUBSIDIARIES"   means   certain   direct  and  indirect
            wholly-owned subsidiaries of Precision as set out in the Articles of
            Arrangement;

    (dddd)  "TAX ACT" means the INCOME TAX ACT (Canada), R.S.C. 1985, c. 1. (5th
            Supp),  as  amended  from time to time,  including  the  INCOME  TAX
            REGULATIONS, from time to time, promulgated thereunder;

    (eeee)  "TAX-EXEMPT"  means a person that is exempt from tax under Part I of
            the Tax Act;

                                      137
<PAGE>

    (ffff)"TRUST" means Precision  Drilling Trust, an unincorporated  open-ended
          investment trust established under the laws of Alberta pursuant to the
          Declaration of Trust,  and, where the context  requires,  includes its
          subsidiaries,  including  PDLP and  AmalgamationCo  and where  used in
          conjunction with operations means an operating affiliate of the Trust;

    (gggg)  "TRUSTEES"  means the  trustees  of the Trust  from time to time and
            "TRUSTEE" means any one of them;

    (hhhh)  "TRUST UNIT" means a trust unit, other than the Special Voting Unit,
            of the Trust,  each such trust unit  representing an equal undivided
            beneficial interest in the Trust;

    (iiii)  "TSX" means the Toronto Stock Exchange;

    (jjjj)  "UNITHOLDERS" means the holders from time to time of Trust Units;

    (kkkk)  "UNITS" means the Trust Units and the Special Voting Units;

    (llll)  "VOTING AND EXCHANGE TRUST  AGREEMENT" means the voting and exchange
            trust  agreement to be entered into on the Effective  Date among the
            Trust, PDLP, PD Amalco and the Voting and Exchange Trustee,  as from
            time to time amended, supplemented or restated;

    (mmmm)  "VOTING AND EXCHANGE TRUSTEE" means  Computershare  Trust Company of
            Canada,  as initial  trustee  under the Voting  and  Exchange  Trust
            Agreement,  or such other  person as becomes the  trustee  under the
            Voting  and  Exchange  Trust   Agreement  in  accordance  with  such
            agreement;

    (nnnn)  "WEATHERFORD"  means  Weatherford   International  Ltd.,  a  company
            incorporated under the laws of Bermuda;

    (oooo)  "WEATHERFORD  SHARE  CONSIDERATION"  means the  Closing  Weatherford
            Share Price  multiplied  by the number of  Weatherford  Shares to be
            received by a Shareholder pursuant to the Arrangement;

    (pppp)  "WEATHERFORD  SHARE FAIR MARKET  VALUE"  means the  closing  trading
            price  of a  Weatherford  Share  on  the  NYSE  on the  trading  day
            immediately  preceding  the  Effective  Date,  provided  that if the
            Weatherford  Shares  are not  then  listed  on the NYSE or if in the
            opinion of the Precision  Directors,  acting  reasonably and in good
            faith,  the public  distribution or trading  activity of Weatherford
            Shares for that  period does not result in a closing  trading  price
            which  reflects  the  FMV  of  the  Weatherford   Shares,  then  the
            Weatherford  Share Fair  Market  Value  shall be  determined  by the
            Precision Directors, in good faith and in their sole discretion;

    (qqqq)  "WEATHERFORD  SHARE VALUE" means the Canadian  Dollar  Equivalent of
            the  Weatherford  Share Fair Market Value  multiplied by 26 million;
            and

    (rrrr)"WEATHERFORD  SHARES" means the common shares of Weatherford  owned by
          Precision to be transferred  pursuant to the Plan to  Shareholders  in
          partial consideration for their Common Shares.

1.2 The division of this Plan into  articles  and sections and the  insertion of
    headings  are for  convenience  of  reference  only and shall not affect the
    construction or interpretation of this Plan.

1.3 Unless reference is specifically  made to some other document or instrument,
    all references  herein to articles and sections are to articles and sections
    of this Plan.

1.4 Unless the context otherwise  requires,  words importing the singular number
    shall  include the plural and vice versa;  words  importing any gender shall
    include all genders.

1.5 In the event  that the date on which  any  action  is  required  to be taken
    hereunder by any of the parties is not a Business  Day, such action shall be
    required to be taken on the next succeeding day which is a Business Day.

1.6 References  in this Plan to any statute or sections  thereof  shall  include
    such  statute as  amended or  substituted  and any  regulations  promulgated
    thereunder from time to time in effect.


                                      138
<PAGE>

1.7 Unless  otherwise  stated all  references  in this Plan to sums of money are
    expressed in lawful money of Canada.

                                    ARTICLE 2

                              ARRANGEMENT AGREEMENT

2.1 This Plan is made pursuant and subject to the provisions of the  Arrangement
    Agreement.

2.2 This Plan,  upon the filing of the Articles of Arrangement  and the issue of
    the Certificate,  will become effective on, and be binding on and after, the
    Effective  Time on:  (i) the  Shareholders;  (ii) the  Optionholders;  (iii)
    Precision;  (iv) the Trust; (v) AcquisitionCo;  (vi) PDLP; (vii) the General
    Partner; and (viii) the Specified Subsidiaries.

2.3 The  Articles  of  Arrangement  and  Certificate  shall be filed and issued,
    respectively,  with  respect  to  this  Arrangement  in  its  entirety.  The
    Certificate  shall be conclusive  evidence that the  Arrangement  has become
    effective and that each of the provisions of Article 3 has become  effective
    in the sequence and at the times set out therein.

                                    ARTICLE 3

                                   ARRANGEMENT

3.1 On the  Effective  Date,  each of the events set out below  shall  occur and
    shall be deemed to occur in the following order,  unless  otherwise  stated,
    without any further act or formality:

    (a)  the Common  Shares and Options held by Dissenting  Securityholders  who
         have exercised  Dissent Rights which remain valid  immediately prior to
         the Effective Time shall,  as of the Effective  Time, be deemed to have
         been  transferred  to  AcquisitionCo  and  cancelled  and  cease  to be
         outstanding,   and  as  of  the   Effective   Time,   such   Dissenting
         Securityholders shall cease to have any rights as Securityholders other
         than the right to be paid the fair  value of their  Common  Shares  and
         Options by AcquisitionCo;

    (b)  the stated capital of each class of  outstanding  shares of each of the
         Specified  Subsidiaries  shall be reduced,  without any distribution of
         property by the respective corporations, to $1.00;

    (c)  Common  Shares  held  by  each   Non-Electing   Shareholder   shall  be
         transferred  to, and acquired by,  AcquisitionCo  free and clear of all
         liens,  claims and  encumbrances  in exchange  for the issuance to such
         Non-Electing Shareholder by AcquisitionCo of:

    (i)  an AcquisitionCo Weatherford Note; and

    (ii) an AcquisitionCo Trust Note,

    and the names of the holders of such Common Shares shall be removed from the
    register of holders of Common Shares and AcquisitionCo  shall be recorded as
    the  holder of such  Common  Shares on the  register  of  holders  of Common
    Shares;

    (d)  concurrently  with  (c)  above,  Precision  and  each of the  Specified
         Subsidiaries  shall  amalgamate  and  continue as one  corporation,  PD
         Amalco, upon the following terms and conditions;

    (i)  the name of PD Amalco shall be "Precision Drilling Corporation";

    (ii) the  registered  office of PD Amalco shall be located at the registered
         office of Precision at the Effective Date;

    (iii) there shall be no  restrictions on the business PD Amalco may carry on
         or on the powers it may exercise;

    (iv) PD Amalco shall be  authorized  to issue an unlimited  number of common
         shares;

    (v)  the  minimum  number of  directors  of PD  Amalco  shall be one and the
         maximum  number of directors  shall be 11, the number of directors from
         time to time being  determined  by  resolution  of the  directors of PD
         Amalco;

                                      139
<PAGE>

    (vi) on the  Effective  Date,  the number of directors of PD Amalco shall be
         seven.  The first  directors of PD Amalco,  who shall hold office until
         the first annual meeting of the  shareholders of PD Amalco or until his
         successors  are duly  appointed,  shall be the  persons  whose name and
         address appears below:

<TABLE>
<CAPTION>
                         NAME                           ADDRESS                RESIDENT CANADIAN
            --------------------------------------------------------------------------------------
<S>                                          <C>                                <C>
               W.C. (Mickey) Dunn....        Edmonton, Alberta, Canada                 Yes
               Robert J.S. Gibson....        Calgary, Alberta, Canada                  Yes
               Patrick M. Murray.....        Dallas, Texas, USA                        No
               Fred W. Pheasey.......        Edmonton, Alberta, Canada                 Yes
               Robert L. Phillips....        Vancouver, British Columbia, Canada       Yes
               Hank B. Swartout......        Calgary, Alberta, Canada                  Yes
               H. Garth Wiggins......        Calgary, Alberta, Canada                  Yes
</TABLE>

    (vii) the  by-laws  of PD Amalco  shall be the  by-laws of  Precision  until
         repealed, amended or altered;

    (viii) the Articles of  Amalgamation  of PD Amalco shall otherwise be as set
         out in Schedule A to the Plan;

    (ix) the issued and outstanding  shares in the capital of Precision and each
         of the  Specified  Subsidiaries  shall be  exchanged  or  cancelled  as
         follows:

    A.   each issued Common Share shall be converted into one common share of PD
         Amalco; and

    B.   each issued  share of the  Specified  Subsidiaries  shall be  cancelled
         without any repayment of capital in respect thereof, and

    (x)  the amount  added to the  stated  capital  for the common  shares of PD
         Amalco  shall be equal  to the  stated  capital  of the  Common  Shares
         immediately prior to the Amalgamation;

    (e)  the AcquisitionCo Trust Note received by each Non-Electing  Shareholder
         in (c) above  will be  transferred  to the Trust in  exchange  for that
         number of Trust Units equal to the number of Common Shares  transferred
         by each Non-Electing Shareholder to AcquisitionCo in (c) above;

    (f)  the Trust will contribute the AcquisitionCo  Trust Notes received by it
         in (e) above and all of the shares the Trust holds of  AcquisitionCo to
         PDLP in exchange for that number of PDLP A Units equal to the number of
         Trust Units issued to Non-Electing Shareholders in (e) above;

    (g)  Common Shares held by each Electing Eligible  Shareholder who so elects
         in a Filed Letter of Transmittal and Election Form with respect to such
         Common Shares shall be  transferred  to, and acquired by, PDLP free and
         clear of all liens,  claims and  encumbrances in exchange for the issue
         to the Electing Eligible Shareholder by PDLP of:

    (i)  a PDLP Weatherford Note;

    (ii) if the  aggregate  Elected  Amount of the Common Shares of the Electing
         Eligible   Shareholder  is  equal  to  the  principal  amount  of  that
         Shareholder's PDLP Weatherford Note, the Electing Eligible  Shareholder
         shall be entitled to that number of  Exchangeable LP Units equal to the
         number of Common Shares held by such Electing  Shareholder  (subject to
         the   pro-rationing   of  the   Exchangeable  LP  Units  set  forth  in
         subparagraph (g)(iv) below);

    (iii) if the aggregate  Elected  Amount of the Common Shares of the Electing
         Eligible  Shareholder  is  more  than  the  principal  amount  of  that
         Shareholder's PDLP Weatherford Note, the Electing Eligible Shareholder,
         subject to the  pro-rationing  of  Exchangeable  LP Units  described in
         (g)(iv)  below,  shall be entitled to that  number of  Exchangeable  LP
         Units equal to the number of Common  Shares being  transferred  by such
         Electing Shareholder  multiplied by a fraction,  the numerator of which
         shall be the Common Share Fair Market Value less the Elected  Amount of
         each of the Common Shares  transferred to PDLP by the Electing Eligible
         Shareholder,  and the  denominator of which shall be the Residual Value
         Per Share (with such number of  Exchangeable LP Units rounded up to the
         nearest whole number);

    (iv) if the aggregate of the  Exchangeable LP Units issuable to the Electing
         Eligible Shareholders pursuant to subparagraphs (g)(ii) and (iii) above
         is  greater  than  the  Exchangeable  LP  Unit  Limit,  the  number  of
         Exchangeable  LP  Units  issuable  to  each  of the  Electing  Eligible
         Shareholders  shall be reduced  rateably  (rounded to the nearest whole


                                      140
<PAGE>

         number)  based  on  the  number  of  Exchangeable  LP  Units  otherwise
         determined  pursuant to  subparagraphs  (g)(ii) and (iii) above so that
         the actual  aggregate  number of  Exchangeable LP Units issuable to all
         the Electing Eligible Shareholders is equal to the Exchangeable LP Unit
         Limit;

    (v)  each Electing Eligible Shareholder shall receive a PDLP Trust Note in a
         principal  amount equal to the Residual  Value Per Share  multiplied by
         the  difference  between  the  total  number  of  Common  Shares  being
         transferred  by the  Electing  Eligible  Shareholder  and the number of
         Exchangeable  LP Units  that  such  Electing  Eligible  Shareholder  is
         entitled to receive;

    and the names of the holders of such Common Shares shall be removed from the
    register of holders of Common Shares and added to the register of holders of
    Exchangeable  LP Units  and PDLP  shall be  recorded  as the  holder of such
    Common Shares on the register of holders of Common Shares;

    (h)  the PDLP Trust Notes received by each Electing Eligible  Shareholder in
         (g) above will be  transferred to the Trust in exchange for that number
         of Trust Units equal to the  principal  amount of such PDLP Trust Notes
         divided by the Residual Value Per Share;

    (i)  the Trust will  contribute  the PDLP Trust Notes  received by it in (h)
         above to PDLP in exchange  for that number of PDLP A Units equal to the
         number of Trust Units issued to the Electing  Eligible  Shareholders in
         (g) above;

    (j)  PDLP will  transfer  the Common  Shares  acquired by it in (g) above to
         AcquisitionCo in exchange for:

    (i)  the assumption by  AcquisitionCo  of PDLP's  obligation  under the PDLP
         Weatherford Notes issued in (g)(i) above;

    (ii) the AcquisitionCo Debt; and

    (iii) common shares of AcquisitionCo;

    (k)  each Option in respect of a particular Option Agreement, whether vested
         or unvested,  will be exchanged for that number of newly vested options
         (the "NEW OPTIONS") determined as follows:

    (i)  where the New  Exercise  Price is a positive  number,  for each  Option
         exchanged,  the Optionholder will receive one New Option to acquire one
         Trust Unit which may be  exercised by the  Optionholder  paying the New
         Exercise Price for each Trust Unit acquired pursuant to the New Option;

    (ii) where the New  Exercise  Price is nil, for each Option  exchanged,  the
         Optionholder  will receive one New Option to acquire one Trust Unit for
         no consideration  which may be exercised by the Optionholder  notifying
         the Trust that the Optionholder  wishes to acquire Trust Units pursuant
         to the New Options;

    (iii) where  the New  Exercise  Price is a  negative  number  (the  "EXCESS"
         expressed  as a  positive  number),  for  each  Option  exchanged,  the
         Optionholder  will receive one New Option to acquire one Trust Unit for
         no  consideration  plus that  fraction  of a New Option to acquire  one
         Trust  Unit for no  consideration  equal to the  Excess  divided by the
         Average  Opening  Trust  Unit  Trading  Price,  provided  that  if  the
         aggregate  number of New Options that would be received by a particular
         Optionholder  for all of the  Option  Agreements  of such  Optionholder
         aggregates  to an amount that  includes a  fraction,  the number of New
         Options will be rounded  down to the nearest  whole number which may be
         exercised by the Optionholder notifying the Trust that the Optionholder
         wishes to acquire Trust Units pursuant to the New Options.

    Each New  Option  will  expire at 4:30 p.m.  (Calgary  Time) on the 15th day
    after the Effective Date. If an  Optionholder  elects to acquire Trust Units
    pursuant  to this  subparagraph  (k) the Trust will issue Trust Units to the
    Optionholder;

    (l)  AcquisitionCo  will acquire from PD Amalco the  Weatherford  Shares and
         the  aggregate  amount of the Special Cash  Payment for a  non-interest
         bearing  demand  promissory  note in the  principal  amount equal to 26
         million multiplied by the Canadian Dollar Equivalent of the Weatherford
         Share Fair Market  Value and the  aggregate  amount of the Special Cash
         Payment;

    (m)  AcquisitionCo  will acquire for cancellation the PDLP Weatherford Notes
         and the  AcquisitionCo  Weatherford  Notes from the holders  thereof in
         exchange for each holder's Pro-rata Portion of Special Cash Payment and
         their Weatherford Share Equivalent;


                                      141
<PAGE>

    (n)  the terms of each New Option,  applicable separately to each New Option
         shall be  amended  to  provide  the  holder  thereof  with  the  right,
         commencing  on the  day  following  the day the  Trust  Units  commence
         trading  on the TSX,  until  4:30 p.m.  (Calgary  time) on the 15th day
         after the Effective Date (the "CASH  SURRENDER  TIME") to surrender any
         portion of New Options for cash in an amount equal to

    [A   -- B] x the number of New  Options  surrendered  (with  respect to each
    particular New Option)

    where,

    A = the closing price of the Trust Units on the TSX on the last day on which
    the Trust Units traded prior to the surrender of the New Options for cash;

    B = the New Exercise Price,  provided it is a positive amount, or nil if the
    New Exercise Price is nil or a negative amount, applicable to the particular
    New Option surrendered;

    and all amounts so determined for all of the New Options  surrendered  shall
    be  aggregated  and paid net of tax required to be withheld  pursuant to the
    Tax Act.

    If the  Optionholder  exercises the right to surrender New Options for cash,
    such  Optionholder will also have the right to elect to use all or a portion
    of the  aggregate  cash to be  received  from all of their  surrendered  New
    Options less any amount  required to be withheld  pursuant to the Tax Act or
    other applicable legislation, (the "NET CASH AMOUNT") to acquire that number
    of whole Trust Units  (rounded  down,  if  necessary)  equal to the Net Cash
    Amount  applicable to a particular  Optionholder  divided by A (described in
    the  above  formula).  If an  Optionholder  has not  exercised  the right to
    surrender New Options for cash prior to the Cash  Surrender  Time, the right
    to so  surrender  New Options for cash will  terminate.  If an  Optionholder
    elects to acquire  Trust Units and pays the price  therefor as determined in
    this  subparagraph (n) the Trust will issue Trust Units to the Optionholder;
    and

    (o) the Trust shall issue the Special Voting Unit,

    provided  that if any of the  foregoing  steps in (a)  through  (o) fails to
    occur  or  complete  then  all of  such  steps  will be  deemed  not to have
    occurred.

3.2 Eligible Securityholders who elect to receive Exchangeable LP Units shall be
    entitled to make an income tax election  pursuant to subsection 97(2) of the
    Tax Act (and the analogous  provisions of applicable  provincial  income tax
    law) with  respect  to the  transfer  of their  Common  Shares  to PDLP,  as
    applicable,  by providing two signed copies of the necessary  election forms
    to PDLP,  within 90 days of the  Effective  Date,  duly  completed  with the
    details of the number of shares transferred, number of Exchangeable LP Units
    received as  consideration  and the  adjusted  cost base (or  adjusted  cost
    bases)  within the meaning of the Tax Act of such shares and the  applicable
    agreed amounts for the purpose of such elections. Thereafter, subject to the
    election forms  complying with the provisions of the Tax Act (and applicable
    provincial income tax law), the forms shall be signed by PDLP and filed with
    Canada Revenue Agency (or the applicable provincial taxing authority) within
    120 days of the Effective Date.

                                    ARTICLE 4

               OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES

4.1 Subject to Section 3.1(a), after the Effective Time,  certificates  formerly
    representing  Common Shares shall  represent  only the right to receive upon
    surrender as contemplated by Section 4.2: (a) the certificates  representing
    Trust Units or  Exchangeable LP Units which the former holder of such Common
    Shares,  is,  subject to this  Article 4,  entitled  to receive  pursuant to
    Article 3; and (b)  distributions  with respect thereto  pursuant to Section
    4.3,  subject to compliance with the  requirements set forth in this Article
    4.

4.2 The  parties  shall,  as soon as  practicable  following  the  later  of the
    Effective  Date and the  surrender to the  Depository  for  cancellation  of
    certificates formerly representing any person's Common Shares, together with
    such other  documents and  instruments as would have been required to effect
    the transfer of the Common Shares, formerly represented by such certificates
    under  the  ABCA  and  such  additional  documents  and  instruments  as the
    Depository may reasonably  require,  cause the Depository to deliver to such
    person certificate(s) representing the number of Trust Units or Exchangeable
    LP Units, as applicable,  Weatherford  Share Equivalent and Pro-Rata Portion
    of the  Special  Cash  Payment  which  such  person has the right to receive


                                      142
<PAGE>

    (together with any  distributions  with respect thereto  pursuant to Section
    4.3) and the  certificates so surrendered  shall forthwith be cancelled.  In
    the  event  of a  transfer  of  ownership  of  Common  Shares  which  is not
    registered in the transfer records of Precision, certificate(s) representing
    the  appropriate  number of the Trust  Units or  Exchangeable  LP Units,  as
    applicable,   may  be  issued  to  the  transferee  if  the   certificate(s)
    representing such Common Shares is presented to the Depository,  accompanied
    by all  documents  required  to  evidence  and effect  such  transfer to the
    transferee.

4.3 All  distributions  made with respect to any Trust Units or  Exchangeable LP
    Units  with a  record  date  after  the  Effective  Time  but  for  which  a
    certificate has not been issued shall be paid or delivered to the Depository
    to be held by the  Depository  in trust  for the  registered  holder of such
    Trust Units or Exchangeable LP Units.  All monies received by the Depository
    shall be invested by it in interest  bearing trust  accounts upon such terms
    as the Depository may reasonably deem appropriate.  The Depository shall pay
    and  deliver  to any  such  registered  holder  such  distributions  and any
    interest  thereon  to which  such  holder  is  entitled,  net of  applicable
    withholding and other taxes,  upon delivery of the certificate  representing
    the Trust Units or Exchangeable LP Units issued to such holder in accordance
    with Section 4.2.

4.4 No fractional  Trust Units or Exchangeable LP Units shall be issued pursuant
    to the Arrangement.  In the event that any exchange ratio referred to herein
    would in any case result in a former holder of Common Shares being  entitled
    to a  fractional  Trust Unit or  Exchangeable  LP Unit,  such Trust Units or
    Exchangeable LP Units shall be rounded to the nearest whole number, provided
    that each  beneficial  former holder of Common Shares,  shall be entitled to
    the benefit of only one adjustment in respect of each of such holder's Trust
    Units or Exchangeable LP Units.

4.5 Any certificate  formerly  representing  Common Shares that is not deposited
    with all other  documents  as provided in Section 4.2 on or before the sixth
    anniversary  of the Effective Date shall cease to represent a right or claim
    of any  kind or  nature  and the  right  of the  holder  of the  certificate
    formerly  representing  such  Common  Shares,  to  receive  Trust  Units  or
    Exchangeable LP Units and any distributions with respect thereto pursuant to
    Section 4.3 shall be deemed to be  surrendered  to the Trust,  together with
    all dividends or distributions thereon held for such holder.

4.6 The Trust and the  Depository  shall be entitled to deduct and withhold from
    any consideration or distribution  otherwise payable to any former holder of
    Common Shares or any holder of Trust Units or  Exchangeable  LP Units,  such
    amounts as the Trust and the  Depository  is required to deduct and withhold
    with respect to such payment  under the Tax Act or any provision of federal,
    provincial, territorial, state, local or foreign tax law. To the extent that
    amounts are so  withheld,  such  withheld  amounts  shall be treated for all
    purposes  hereof as  having  been paid to the  holder of the  Securities  in
    respect of which such deduction and withholding was made, provided that such
    withheld amounts are actually remitted to the appropriate  taxing authority.
    To the extent that the amount so  required  to be deducted or withheld  from
    any  payment  to a holder  exceeds  the cash  portion  of the  consideration
    otherwise  payable to the holder,  the Trust and the  Depository  are hereby
    authorized to sell or otherwise dispose of such portion of the consideration
    as is necessary to provide sufficient funds to the Trust and the Depository,
    as the  case  may  be,  to  enable  it to  comply  with  such  deduction  or
    withholding  requirement  and the Trust and the Depository  shall notify the
    holder  thereof and remit any unapplied  balance of the net proceeds of such
    sale.

                                    ARTICLE 5

                           DISSENTING SECURITYHOLDERS

5.1 Each registered  holder of Common Shares and Options shall have the right to
    dissent  with  respect to the  Arrangement  in  accordance  with the Interim
    Order. A Dissenting  Securityholder  shall, at the Effective Time,  cease to
    have any rights as a holder of Common Shares or Options, as the case may be,
    and shall only be entitled to be paid the fair value of the holder's  Common
    Shares or Options, as applicable.  A Dissenting  Shareholder who is paid the
    fair value of the holder's Common Shares or Options, as applicable, shall be
    deemed  to have  transferred  the  holder's  Common  Shares  or  Options  to
    AcquisitionCo  for cancellation at the Effective Time,  notwithstanding  the
    provisions of section 191 of the ABCA. A Dissenting  Securityholder  who for
    any reason is not entitled to be paid the fair value of the holder's  Common
    Shares  will be issued  Trust  Units equal in value to the fair value of the
    holder's Common Shares, notwithstanding the provisions of section 191 of the
    ABCA. If a Dissenting Optionholder is ultimately not entitled to be paid the
    fair value of their Options the Options held by such Dissenting Optionholder
    will   terminate   in   accordance   with  the   provisions   of  the  Plan,
    notwithstanding the provisions of section 191 of the ABCA. The fair value of
    the Common Shares or Options,  as the case may be, shall be determined as of
    the close of business on the last  Business  Day before the day on which the
    Arrangement  is approved by the holders of Common  Shares and Options at the
    Meeting or, if not the same day, the day the last approval is obtained;  but
    in no event shall the Trust,  Precision,  AcquisitionCo,  AmalgamationCo  or
    PDLP be required to recognize such Dissenting Securityholder as shareholders


                                      143
<PAGE>

    or optionholders of Precision,  AcquisitionCo  or  AmalgamationCo  after the
    Effective  Time and the  names of such  holders  shall be  removed  from the
    applicable  register of  shareholders or  optionholders  as at the Effective
    Time.  For  greater  certainty,  in addition  to any other  restrictions  in
    section  191 of  the  ABCA,  no  person  who  has  voted  in  favour  of the
    Arrangement shall be entitled to dissent with respect to the Arrangement.

                                    ARTICLE 6

                                   AMENDMENTS

6.1 Precision  reserves the right to amend,  modify and/or  supplement this Plan
    from time to time at any time prior to the Effective  Time provided that any
    such  amendment,  modification  or supplement must be contained in a written
    document that is:

    (a)  agreed to by each of the Trust, the General Partner,  AcquisitionCo and
         PDLP;

    (b)  filed with the Court and, if made  following  the Meeting,  approved by
         the Court; and

    (c)  communicated to Securityholders in the manner required by the Court (if
         so required).

6.2 Any  amendment,  modification  or supplement to this Plan may be proposed by
    Precision  at any time prior to or at the Meeting  provided  that the Trust,
    the General Partner,  AcquisitionCo  and PDLP, shall have consented  thereto
    with or without any other prior notice or communication,  and if so proposed
    and  accepted  by the persons  voting at the  Meeting  (other than as may be
    required  under the Interim  Order),  shall become part of this Plan for all
    purposes.

6.3 Any amendment,  modification or supplement to this Plan which is approved by
    the Court following the Meeting shall be effective only:

    (a)  if it is consented to by Precision;

    (b)  if it is consented to by the General Partner,  AcquisitionCo,  PDLP and
         the Trust; and

    (c)  if required by the Court or  applicable  law, it is consented to by the
         Securityholders.





                                      144
<PAGE>

                                   APPENDIX D

                         EXCHANGEABLE LP UNIT PROVISIONS






                                      145
<PAGE>

                       EXCHANGEABLE SECURITIES PROVISIONS

        THE FOLLOWING ARE THE EXCHANGEABLE SECURITIES PROVISIONS RELATING
    TO THE EXCHANGEABLE LP UNITS OF PRECISION DRILLING LIMITED PARTNERSHIP.

                PROVISIONS ATTACHING TO THE EXCHANGEABLE LP UNITS

    The  Exchangeable  LP Units  shall have the  following  rights,  privileges,
restrictions and conditions:

                                    ARTICLE 1

                                 INTERPRETATION

1.1 For the purposes of these provisions:

    (a)  "ABCA" means the BUSINESS  CORPORATIONS ACT (Alberta),  R.S.A. 2000, c.
         B-9 as amended, including the regulations from time to time promulgated
         thereunder;

    (b)  "ACQUISITIONCO"   means  an  unlimited  liability   corporation  to  be
         incorporated  pursuant to the ABCA as a wholly-owned  subsidiary of the
         Trust;

    (c)  "AFFILIATE" or "ASSOCIATE" when used to indicate a relationship  with a
         person, has the same meaning as set forth in National Instrument 45-106
         PROSPECTUS AND REGISTRATION EXEMPTIONS;

    (d)  "APPLICABLE  LAW" means any  applicable  law,  including  any  statute,
         regulation,  by-law,  treaty,  guideline,  directive,  rule,  standard,
         requirement,  policy, order,  judgment,  decision,  injunction,  award,
         decree or  resolution  of any  governmental  authority,  whether or not
         having the force of law;

    (e)  "ARRANGEMENT" means the proposed arrangement,  under section 193 of the
         ABCA, on the terms and conditions set forth in the Plan;

    (f)  "ARRANGEMENT  AGREEMENT" means the arrangement agreement to be dated as
         of September 29, 2005 among Precision,  the Trust, the General Partner,
         the  Partnership  and  AcquisitionCo,  as it may  from  time to time be
         amended, supplemented or restated;

    (g)  "AUTOMATIC  REDEMPTION"  has the  meaning  ascribed  thereto in Section
         8.1(b);

    (h)  "AUTOMATIC  REDEMPTION  PRICE"  has the  meaning  ascribed  thereto  in
         Section 8.1(b);

    (i)  "BOARD  OF  DIRECTORS"  means  the board of  directors  of the  General
         Partner;

    (j)  "BUSINESS DAY" means a day, other than a Saturday,  Sunday or statutory
         holiday,  when banks are generally  open in Calgary,  Alberta,  for the
         transaction of banking business;

    (k)  "CANADIAN  DOLLAR  EQUIVALENT"  means the Canadian  dollar  denominated
         amount of a United  States  dollar amount using the noon buying rate of
         United  States  dollars for  Canadian  dollars  provided by the Bank of
         Canada on the Effective Date;

    (l)  "CHANGE OF LAW" means any amendment to the Tax Act and other applicable
         provincial   income  tax  laws  that  currently   permits   holders  of
         Exchangeable  LP Units who hold the  Exchangeable  LP Units as  capital
         property  and deal at arm's length with the Trust (all for the purposes
         of the Tax Act and other  applicable  provincial  income tax laws),  to
         exchange  their  Exchangeable  LP Units for Trust Units on a basis that
         will not require such holders to recognize  any gain or loss in respect
         of  such  exchange  for  the  purposes  of the  Tax  Act or  applicable
         provincial income tax laws;

    (m)  "CHANGE OF RESIDENCE DATE" has the meaning  ascribed thereto in Section
         8.1(a);


                                      146
<PAGE>

    (n)  "CLASS A UNITS"  means  the Class A  limited  partnership  units in the
         Partnership having the rights, privileges,  restrictions and conditions
         set forth in the Limited Partnership Agreement;

    (o)  "CLOSING" means the completion of the transactions  contemplated by the
         Arrangement Agreement;

    (p)  "CURRENT  MARKET PRICE" means,  in respect of a Trust Unit on any date,
         the per Trust Unit  average of the closing sale price of a board lot of
         Trust Units on each trading day on which there was a closing sale price
         (and,  in the event  that  there was no  closing  sale price on a given
         trading  day,  the  closing  sale price for that  trading  day shall be
         deemed to be the simple average of the highest bid price and the lowest
         ask  price on that  trading  day),  during a period  of 20  consecutive
         trading  days ending not more than three  trading days before that date
         on the TSX,  or, if Trust Units are not then quoted on the TSX, on such
         other stock exchange or automated quotation system on which Trust Units
         are listed or  quoted,  as the case may be, as may be  selected  by the
         Trustees, acting reasonably, for that purpose; provided,  however, that
         if Trust  Units  are not  quoted  on any stock  exchange  or  automated
         quotation  system,  then the Current Market Price of a Trust Unit shall
         be determined by the Trustees,  acting reasonably, in good faith and in
         their sole discretion,  and provided further that any such selection or
         determination by the Trustees shall be conclusive and binding;

    (q)  "DECLARATION  OF  TRUST"  means the  declaration  of trust of the Trust
         dated as of September  22,  2005,  between the settlor of the Trust and
         the Trustees,  as it may from time to time be amended,  supplemented or
         restated;

    (r)  "DISTRIBUTION  PAYMENT  DATE" has the meaning  ascribed  thereto in the
         Declaration of Trust;

    (s)  "EFFECTIVE  DATE" means the date the Arrangement is effective under the
         ABCA;

    (t)  "EFFECTIVE TIME" means 12:01 a.m.  (Calgary time) on the Effective Date
         regardless of the time of the Closing on that date;

    (u)  "EXCHANGEABLE LP UNITS" means the Class B limited  partnership units in
         the  Partnership  having  the  rights,  privileges,   restrictions  and
         conditions  set forth in the Limited  Partnership  Agreement  and these
         provisions;

    (v)  "EXCHANGEABLE LP UNIT CONSIDERATION" applicable on any date means, with
         respect to each Exchangeable LP Unit, for any acquisition,  redemption,
         or  distribution of assets of the  Partnership,  as the case may be, or
         purchase thereof pursuant to these provisions, the Support Agreement or
         the Voting and Exchange Trust Agreement:

    (i)  one Trust Unit; plus

    (ii) a cheque or cheques payable at par at any branch of the payor's bankers
         in an amount equal to all cash distributions declared and in respect of
         which a  corresponding  cash loan was not made on such  Exchangeable LP
         Unit; plus

    (iii) all  Trust  Units (or  fraction  thereof)  constituting  distributions
         declared  in  respect  of  which  a  corresponding  Subdivision  of the
         Exchangeable LP Unit was required to be made but was not made; plus

    (iv) such other property constituting  distributions  declared in respect of
         which a  corresponding  non-cash  loan was not made in  respect  of the
         Exchangeable LP Unit;

    provided that: (a) the part of the  consideration  which  represents (i) and
        (iii) above  shall be fully paid and  satisfied  by the  delivery of the
        applicable  number of Trust Units, such Trust Units to be duly issued as
        fully paid and  non-assessable;  (b) the part of the consideration which
        represents  (iv) above shall be fully made and  satisfied by delivery of
        such non-cash items; (c) any such consideration  shall be delivered free
        and clear of any lien, claim, encumbrance,  security interest or adverse
        claim or interest; and (d) any such consideration shall be made less any
        tax required to be deducted and withheld therefrom and without interest;

    (w)  "EXCHANGEABLE  LP UNIT PRICE"  applicable  on any date means,  for each
         Exchangeable LP Unit, an amount equal to the aggregate of:

    (i)  the Current Market Price on such date of one Trust Unit; plus

    (ii) an amount equal to all cash distributions  declared in respect of which
         a corresponding  cash loan was not made in respect of the  Exchangeable
         LP Unit; plus


                                      147
<PAGE>

    (iii) the Current  Market Price on such date of all Trust Units (or fraction
         thereof)  constituting  distributions  declared  in  respect of which a
         corresponding  Subdivision of the  Exchangeable LP Unit was required to
         be made but was not made; plus

    (iv) the  full  value  of such  other  property  constituting  distributions
         declared and in respect of which a corresponding  non-cash loan was not
         made in respect of the Exchangeable LP Unit,

    and such  Exchangeable  LP Unit Price shall be  satisfied by the delivery of
        the Exchangeable LP Unit Consideration;

    (x)  "EXCHANGEABLE  LP UNIT  VOTING  EVENT"  means any  matter in respect of
         which  holders  of  Exchangeable  LP  Units  are  entitled  to  vote as
         unitholders of the  Partnership,  other than an Exempt  Exchangeable LP
         Unit Voting Event, and, for greater  certainty,  excludes any matter in
         respect of which holders of  Exchangeable LP Units are entitled to vote
         (or instruct the Voting and Exchange Trustee to vote) in their capacity
         as Beneficiaries  under, and as that term is defined in, the Voting and
         Exchange Trust Agreement;

    (y)  "EXEMPT  EXCHANGEABLE LP UNIT VOTING EVENT" means any matter in respect
         of which  holders  of  Exchangeable  LP Units are  entitled  to vote as
         unitholders of the Partnership,  in order to approve or disapprove,  as
         applicable,  any  change  to, or in the  rights of the  holders  of the
         Exchangeable LP Units where the approval or disapproval, as applicable,
         of such change would be required to maintain  the economic  equivalence
         of the Exchangeable LP Units and the Trust Units;

    (z)  "GENERAL   PARTNER"   means   1194312   Alberta   Ltd.,  a  corporation
         incorporated pursuant to the ABCA, and each other person who becomes an
         additional or  substituted  General  Partner  pursuant to the terms and
         conditions of the Limited Partnership Agreement;

    (aa) "GOVERNMENTAL  AUTHORITY"  includes  any  court  (including  a court of
         equity);  any  multinational,  federal,  provincial,  state,  regional,
         municipal or other  government or  governmental  department,  ministry,
         commission,  board, bureau,  agency or instrumentality;  any securities
         commission, stock exchange or other regulatory or self-regulatory body;
         any  arbitrator or  arbitration  authority;  or any other  governmental
         authority;

    (bb) "HOLDER" means,  when used with reference to the Exchangeable LP Units,
         a holder  of  Exchangeable  LP  Units  shown  from  time to time in the
         register  maintained by or on behalf of the  Partnership  in respect of
         the Exchangeable LP Units;

    (cc) "INSOLVENCY  EVENT" means,  in respect of PDLP, as applicable:  (i) the
         institution  by it of any  proceeding  to be  adjudicated a bankrupt or
         insolvent  or to be  dissolved  or  wound  up or  its  consent  to  the
         institution  of  bankruptcy,   insolvency,  dissolution  or  winding-up
         proceedings  against  it;  or (ii) the  filing of a  petition  or other
         proceeding to adjudicate it a bankrupt or insolvent seeking dissolution
         or winding-up  under any bankruptcy,  insolvency or analogous laws, and
         its failure to contest in good faith any such proceedings  commenced in
         respect of it within 30 days of becoming  aware  thereof or its consent
         to the  appointment  of a  receiver;  or (iii) its  making of a general
         assignment for the benefit of creditors, or its admission in writing of
         its inability to pay its debts generally as they become due; or (iv) it
         not being  permitted,  pursuant to solvency  requirements of applicable
         laws, to redeem any  retracted  Exchangeable  LP Units  pursuant to the
         Exchangeable LP Unit Provisions;

    (dd) "LIMITED PARTNERS" means the persons who from time to time hold Class A
         Units or Exchangeable LP Units;

    (ee) "LIMITED  PARTNERSHIP  AGREEMENT" means the Precision  Drilling Limited
         Partnership agreement dated as of September 28, 2005, among the General
         Partner, the Trust and each person who from time to time is accepted as
         and  becomes  a  limited  partner  pursuant  thereto,  to  which  these
         provisions  are attached as a Schedule,  as from time to time  amended,
         supplemented or restated;

    (ff)"LIQUIDATION AMOUNT" has the meaning ascribed thereto in Section 5.1;

    (gg) "LIQUIDATION  CALL RIGHT" has the meaning  ascribed  thereto in Section
         10.1;

    (hh) "LIQUIDATION DATE" has the meaning ascribed thereto in Section 5.1;

    (ii) "NON-RESIDENT"  means:  (i) a person (within the meaning of the Tax Act
         but, for greater  certainty.  not including a  partnership)  who is not
         resident  in  Canada  for  the  purposes  of  the  Tax  Act;  or  (ii a
         partnership that is not a "Canadian  partnership" as defined in the Tax
         Act;


                                      148
<PAGE>

    (jj) "PARTNERS"  means,  collectively,  the Limited Partners and the General
         Partner, and "Partner" means any one of the Partners;

    (kk) "PARTNERSHIP"  means the  limited  partnership  formed  pursuant to the
         Limited Partnership Agreement;

    (ll) "PERSON" includes any individual, body corporate,  partnership,  trust,
         association,  joint venture,  other  organization or entity (whether or
         not a legal entity) or governmental authority;

    (mm) "PLAN" means the plan of  arrangement  under Section 193 of the ABCA as
         set forth in the Arrangement  Agreement,  as from time to time amended,
         supplemented or restated;

    (nn) "PRECISION"  means  Precision  Drilling   Corporation,   a  corporation
         amalgamated  under the ABCA, its successor by amalgamation  pursuant to
         the Plan and its successor's successors;

    (oo) "REDEMPTION  DATE" means the date, if any,  established by the Board of
         Directors  for the  redemption by the  Partnership  of all but not less
         than  all  of  the  outstanding   Exchangeable  LP  Units  (other  than
         Exchangeable LP Units held by the Trust or its affiliates)  pursuant to
         Article 7, which date shall be no earlier than the 30th  anniversary of
         the Effective Date, unless:

    (i)  a Trust Control  Transaction  occurs, in which case,  provided that the
         Board  of  Directors  determines,   in  good  faith  and  in  its  sole
         discretion,  that it is not  reasonably  practicable  to  substantially
         replicate  the terms and  conditions  of the  Exchangeable  LP Units in
         connection  with  such  a  Trust  Control   Transaction  and  that  the
         redemption of all but not less than all of the outstanding Exchangeable
         LP Units,  is necessary to enable the  completion of such Trust Control
         Transaction in accordance with its terms,  the Redemption Date shall be
         the Business Day  determined by the Board of Directors and the Board of
         Directors  shall give such number of days' prior written  notice to the
         registered  holders of the  Exchangeable LP Units and to the Voting and
         Exchange  Trustee  as  the  Board  of  Directors  may  determine  to be
         reasonably practicable in such circumstances;

    (ii) a Change of Law occurs,  in which case the Redemption Date shall be the
         Business  Day  determined  by the Board of  Directors  and the Board of
         Directors  shall give such number of days' prior written  notice to the
         registered  holders  of the  Exchangeable  LP Units and the  Voting and
         Exchange  Trustee  as  the  Board  of  Directors  may  determine  to be
         reasonably practicable in such circumstances;

    (iii) an  Exchangeable  LP Unit  Voting  Event is  proposed,  in which case,
         provided that the Board of Directors has determined,  in good faith and
         in its  sole  discretion,  that  it is not  reasonably  practicable  to
         accomplish the business  purpose  intended by the  Exchangeable LP Unit
         Voting Event,  which business purpose must be bona fide and not for the
         primary  purpose of causing the  occurrence of a Redemption  Date,  the
         Redemption  Date shall be the Business Day prior to the record date for
         any  meeting  or vote of the  holders of the  Exchangeable  LP Units to
         consider  the  Exchangeable  LP Unit  Voting  Event  and the  Board  of
         Directors  shall give such number of days' prior written notice of such
         redemption to the registered  holders of the  Exchangeable LP Units and
         the Voting and Exchange Trustee as the Board of Directors may determine
         to be reasonably practicable in such circumstances; or

    (iv) an Exempt Exchangeable LP Unit Voting Event is proposed and the holders
         of the  Exchangeable  LP Units fail to take the  necessary  action at a
         meeting or other vote of holders of  Exchangeable  LP Units, to approve
         or disapprove,  as applicable,  the Exempt  Exchangeable LP Unit Voting
         Event,  in which case the  Redemption  Date shall be the  Business  Day
         following  the day on which the  holders of the  Exchangeable  LP Units
         fail to take such action,

    provided,  however,  that the  accidental  failure or  omission  to give any
        notice of  redemption  under  clauses  (i) or (ii)  above to any of such
        holders of  Exchangeable  LP Units shall not affect the  validity of any
        such redemption;

    (pp) "REDEMPTION PRICE" has the meaning ascribed thereto in Section 7.1;

    (qq) "RETRACTED   UNITS"  has  the  meaning   ascribed  thereto  in  Section
         6.l(a)(i);

    (rr) "RETRACTION  DATE" has the  meaning  ascribed  thereto  in  Section  6.
         l(a)(ii);

    (ss) "RETRACTION PRICE" has the meaning ascribed thereto in Section 6.1;

                                      149
<PAGE>

    (tt)  "RETRACTION  REQUEST"  has the  meaning  ascribed  thereto  in Section
          6.1(a);

    (uu)  "SPECIAL VOTING UNIT" means the special voting unit of the Trust to be
          issued by the Trust and deposited with the Voting and Exchange Trustee
          to which will be  attached  that  number of voting  rights  (each such
          voting  right to be equal to the voting  rights  attached to one Trust
          Unit) equal to the number of outstanding Exchangeable LP Units held by
          registered holders, other than the Trust and its affiliates;

    (vv)  "SUBDIVISION" has the meaning ascribed thereto in Section 3.2;

    (ww)  "SUPPORT  AGREEMENT" means the support agreement to be entered into on
          the Effective Date among the Trust,  Precision,  the Partnership,  the
          General Partner, as it may from time to time be amended,  supplemented
          or restated;

    (xx)  "TAX ACT" means the INCOME TAX ACT (Canada),  R.S.C.  1985, c. 1. (5th
          Supp),  as  from  time to  time  amended,  including  the  INCOME  TAX
          REGULATIONS from time to time promulgated thereunder;

    (yy)  "TRANSFER AGENT" means  Computershare  Trust Company of Canada or such
          other person as may from time to time be appointed by the  Partnership
          as the registrar and transfer agent for the Exchangeable LP Units;

    (zz)  "TRUST" means Precision  Drilling Trust, an unincorporated  open-ended
          investment trust established under the laws of Alberta pursuant to the
          Declaration of Trust,  and, where the context  requires,  includes its
          subsidiaries,   including   PDLP  and  Precision  and  where  used  in
          conjunction with operations means an operating affiliate of the Trust;

    (aaa) "TRUST CONTROL TRANSACTION" means:

    (i)   any merger or similar  transaction  involving the Trust as a result of
          which  all  of the  outstanding  Trust  Units  are  to be  sold  to or
          exchanged for securities and/or cash of another entity;

    (ii)  any offer to acquire securities of the Trust to which are attached 50%
          or more of the voting rights attached to all outstanding securities of
          the Trust;

    (iii) any sale of all or substantially  all of the assets and investments of
          the  Trust  or of  all  or  substantially  all  of  the  business  and
          undertaking of any of the Trust, the Partnership or Precision; or

    (iv)  any publicly announced proposal to do any of the foregoing;

    (bbb) "TRUST UNIT" means a unit,  other than a Special  Voting Unit,  of the
          Trust,  each  such unit  representing  an equal  undivided  beneficial
          interest therein;

    (ccc) "TRUSTEES"  means  the  trustees  of the  Trust  from time to time and
          "TRUSTEE" means any one of them;

    (ddd) "TSX" means the Toronto Stock Exchange;

    (eee) "VOTING AND EXCHANGE  TRUST  AGREEMENT"  means the voting and exchange
          trust  agreement  to be entered into on the  Effective  Date among the
          Trust, the Partnership, Precision and the Voting and Exchange Trustee,
          as it may from time to time be amended, supplemented or restated; and

    (fff) "VOTING AND EXCHANGE  TRUSTEE"  means  Computershare  Trust Company of
          Canada,  as  initial  trustee  under the  Voting  and  Exchange  Trust
          Agreement,  or such other  person as  becomes  the  trustee  under the
          Voting and Exchange Trust Agreement in accordance with such agreement.



                                      150
<PAGE>

                                    ARTICLE 2

                        RANKING OF EXCHANGEABLE LP UNITS

2.1 Subject  to  Article  5, on a  distribution  of  assets  in the event of the
    liquidation, dissolution or winding-up of the Partnership, whether voluntary
    or involuntary,  or any other  distribution of the assets of the Partnership
    among its Partners for the purpose of winding-up its affairs:

    (a)   the holders of Class A Units shall be  distributed  an amount equal to
          the aggregate of all liabilities of the Trust; and

    (b)   the balance of the assets of the Partnership shall be distributed:

    (i)   as to that  proportion of such assets equal to the result  obtained by
          dividing  the  amount  of  such  assets  by the sum of the  number  of
          Exchangeable  LP Units and the number of Trust Units,  in each case as
          outstanding  on the  date of such  distribution,  in  respect  of each
          Exchangeable LP Unit outstanding; and

    (ii) as to the remaining  portion of such assets,  to the holders of Class A
        Units  rateably  in  accordance  with the  number of Class A Units  held
        thereby.

                                    ARTICLE 3

                             LOANS AND DISTRIBUTIONS

3.1 A holder of a  Exchangeable  LP Unit shall be entitled  to receive,  and the
    Partnership shall,  subject to applicable law, on each Distribution  Payment
    Date, make a loan in respect of each Exchangeable LP Unit:

    (a)   in the case of a cash distribution  declared on the Trust Units, in an
          amount  in cash  for  each  Exchangeable  LP Unit  equal  to the  cash
          distribution (or Canadian Dollar  Equivalent  thereof in the case of a
          cash distribution declared in other than Canadian dollars) declared on
          each Trust Unit; or

    (b)   in  the  case  of a  distribution  declared  on  the  Trust  Units  in
          securities or property  other than cash or Trust Units,  a loan in the
          amount  equal to the value of such type and  amount of  securities  or
          property  for  each  Exchangeable  LP  Unit  as  is  the  same  as  or
          economically equivalent to (to be determined by the Board of Directors
          as  contemplated  by  Section  3.6) the type and  amount  of  property
          declared as a distribution on each Trust Unit.

3.2 In the case of a  distribution  declared  on the  Trust  Units to be paid in
    Trust Units, the Board of Directors shall subdivide, redivide or change (the
    "SUBDIVISION")  each issued and unissued  Exchangeable  LP Unit on the basis
    that each  Exchangeable LP Unit before the  subdivision  becomes a number of
    Exchangeable  LP Units  equal to the sum of (i) one Trust  Unit and (ii) the
    number of Trust Units to be paid as a unit  distribution on each Trust Unit.
    In making such Subdivision, the Board of Directors shall consider the effect
    thereof  upon the then  outstanding  Exchangeable  LP Units and the  general
    taxation  consequences of the Subdivision to the holders of the Exchangeable
    LP Units. In such instance,  and notwithstanding any other provision hereof,
    such  Subdivision  shall become effective on the effective date specified in
    Section 3.4 without any further act or formality on the part of the Board of
    Directors,  the Partnership or of the holders of Exchangeable LP Units.  For
    greater certainty,  subject to applicable law, no approval of the holders to
    an amendment to the Limited Partnership  Agreement shall be required to give
    effect  to  such  Subdivision.   Notwithstanding  the  foregoing,   no  such
    Subdivision shall be made if the distribution of Trust Units by the Trust is
    immediately followed by an automatic  consolidation of the outstanding Trust
    Units in accordance  with Section 3.6 of the  Declaration  of Trust and such
    consolidation is effective.

3.3 Cheques of the  Partnership  payable at par at any branch of the  bankers of
    the Partnership shall be issued in respect of any cash loans contemplated by
    Section  3.1(a)  and the  sending  of such a  cheque  to  each  holder  of a
    Exchangeable LP Unit shall satisfy the Partnership's  obligation to make the
    cash loan represented thereby unless the cheque is not paid on presentation.
    Subject  to  applicable  law,  certificates  registered  in the  name of the
    registered holder of Exchangeable LP Units shall be issued or transferred in
    respect of any  Subdivision  contemplated  by Section 3.2 and the sending of
    such  certificates  to each holder of an  Exchangeable LP Unit shall satisfy
    the unit  distribution  represented  thereby.  Such other type and amount of
    property  in  respect  of the  Partnership's  obligation  to make the  loans
    contemplated  by Section 3.1(b) shall be issued,  distributed or transferred
    by the  Partnership  in such manner as it shall  determine and the issuance,
    distribution  or  transfer  thereof by the  Partnership  to each holder of a
    Exchangeable LP Unit shall satisfy the Partnership's  obligation to make the
    loan  represented  thereby.  No holder of a  Exchangeable  LP Unit  shall be
    entitled to recover by action or other legal process against the Partnership
    any loan  advance  that is  represented  by a cheque  that has not been duly
    presented to the Partnership's bankers for payment or that otherwise remains
    unclaimed for a period of six years from the date on which such loan advance
    was first payable.


                                      151
<PAGE>

3.4 The record  date for the  determination  of the holders of  Exchangeable  LP
    Units entitled to receive and the date for making any loan in respect of the
    Exchangeable  LP Units  under  Section  3.1  shall be the same  dates as the
    record  date  and  payment  date,   respectively,   for  the   corresponding
    distribution   declared  on  the  Trust  Units.  The  record  date  for  the
    determination  of the holders of  Exchangeable  LP Units entitled to receive
    additional  Exchangeable  LP Units in connection with any Subdivision of the
    Exchangeable  LP Units  under  Section  3.2 and the  effective  date of such
    Subdivision  shall be the same dates as the record  date and  payment  date,
    respectively,  for the  corresponding  distribution  declared  on the  Trust
    Units.

3.5 If on any date any loan on the  Exchangeable  LP Units under  Section 3.1 is
    required  to be made,  the loan is not made in full in respect of all of the
    Exchangeable  LP  Units  then  outstanding,   any  such  loan  that  remains
    unadvanced shall be made on the earliest subsequent date or dates determined
    by the Board of Directors  on which the  Partnership  shall have  sufficient
    moneys, assets or property properly applicable to the making of such loan.

3.6 The  Board of  Directors  shall  determine,  in good  faith  and in its sole
    discretion,  economic  equivalence  for the purposes of Sections 3.1 and 3.2
    and Article 12, and each such determination  shall be conclusive and binding
    on the Partnership and all Partners. In making each such determination,  the
    following factors shall,  without excluding other factors  determined by the
    Board of Directors to be relevant, be considered by the Board of Directors:

    (a)   in the case of the distribution of any rights,  options or warrants to
          subscribe for or purchase Trust Units (or securities  exchangeable for
          or convertible  into or carrying  rights to acquire Trust Units),  the
          relationship  between the exercise price of each such right, option or
          warrant and the Current  Market  Price,  the  volatility  of the Trust
          Units and the term of any such instrument;

    (b)   in the  case  of  the  distribution  of any  other  form  of  property
          (including  any  securities of the Trust of any class other than Trust
          Units, any rights, options or warrants other than those referred to in
          Section 3.6(a) above,  any evidences of  indebtedness  of the Trust or
          any assets of the  Trust) the  relationship  between  the fair  market
          value (as  determined  by the Board of  Directors  in the manner above
          contemplated)  of such  property  to be  issued  or  distributed  with
          respect to each outstanding Trust Unit and the Current Market Price;

    (c)   in the  case of any  subdivision,  redivision  or  change  of the then
          outstanding  Trust  Units into a greater  number of Trust Units or the
          reduction,   combination,   consolidation   or   change  of  the  then
          outstanding  Trust  Units into a lesser  number of Trust  Units or any
          merger, reorganization or other transaction affecting Trust Units, the
          effect thereof upon the then outstanding Trust Units; and

    (d)   in all such cases, the general  taxation  consequences of the relevant
          event to holders  of  Exchangeable  LP Units to the  extent  that such
          consequences  may differ from the taxation  consequences to holders of
          Trust Units (except for any differing consequences arising as a result
          of  differing  marginal  taxation  rates  and  without  regard  to the
          individual circumstances of holders of Exchangeable LP Units).

3.7 Notwithstanding  anything set forth in Sections 3.1 to 3.6,  inclusive,  any
    amount or property  loaned in respect of  Exchangeable  LP Units pursuant to
    Section 3.1:

    (a)   shall not constitute a distribution  of profits or other  compensation
          by way of  income  in  respect  of such  Exchangeable  LP  Units  or a
          distribution of Partnership capital; and

    (b)   shall  constitute  a loan of the  amount  thereof  or,  in the case of
          property,  a loan equal in the amount to the fair market value thereof
          as  determined  in good faith by the Board of Directors as of the date
          of such loan, to the holder of the Exchangeable LP Units receiving the
          same, which loan shall be repayable,  without interest, by such holder
          to the Partnership on the earlier of:

    (i)   January 1 of the calendar year next following the making thereof;

    (ii)  the 5th Business Day preceding any Insolvency Event;

    (iii) the Business Day prior to the redemption pursuant to Article 6, 7 or 8
          of the Exchangeable LP Unit in respect of which the loan was made;

    (iv)  the Business  Day prior to the purchase  pursuant to Article 10 of the
          Exchangeable LP Unit in respect of which the loan was made; and


                                      152
<PAGE>

    (v) the Business Day prior to any other transfer of the Exchangeable LP Unit
        in respect of which the loan was made.

3.8 The Partnership shall make (and be deemed to make) a distribution in respect
    of each Exchangeable LP Unit equal to the amount of the loans outstanding in
    respect  thereof  as  provided  in  Section  3.7 on the date such  loans are
    repayable to the Partnership pursuant to Section 3.7.

3.9 The Partnership  shall set off and apply the amount of any distribution made
    (or  deemed  to  have  been  made)  pursuant  to  Section  3.8  against  the
    obligations  of  any  holder  of   Exchangeable  LP  Units  under  any  loan
    outstanding  in respect  thereof as provided in Section 3.7.  Each holder of
    Exchangeable  LP Units  shall have the right to set off and apply any amount
    owed by such holder of Exchangeable  LP Units under any loan  outstanding in
    respect  thereof  as  provided  in  Section  3.7  against  the amount of any
    distribution made pursuant to Section 3.8.

3.10 Except as provided in Article 2, this  Article 3 and Article 5, the holders
    of Exchangeable LP Units shall not be entitled to receive  distributions  in
    respect thereof.

                                    ARTICLE 4
                              CERTAIN RESTRICTIONS

4.1 So long as any of the Exchangeable LP Units are outstanding, the Partnership
    shall not at any time without, but may at any time with, the approval of the
    holders of the Exchangeable LP Units given as specified in Section 11.1:

    (a)   pay any  distributions  on the Class A Units other than  distributions
          payable in Class A Units:

    (b)   redeem or  purchase  or make any  capital  distribution  in respect of
          Class A Units; or

    (c)   issue any  Exchangeable LP Units or any other units of the Partnership
          ranking  superior  to the  Exchangeable  LP Units other than by way of
          distributions to the holders of Exchangeable LP Units;

    provided  that  such  restrictions  shall  not apply if (i) all loans on the
          outstanding  Exchangeable  LP  Units  corresponding  to  distributions
          declared  and paid to date on the Trust  Units shall have been made in
          respect of the  Exchangeable  LP Units; or (ii) the amount or property
          to  be  loaned  has  been  set  aside  for  loan  in  respect  of  the
          Exchangeable  LP  Units on a  forthcoming  Distribution  Payment  Date
          corresponding  with the payment of a  distribution  on the Trust Units
          reflected by such loan.

                                    ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION

5.1 In  the  event  of  the  liquidation,   dissolution  or  winding-up  of  the
    Partnership,  whether voluntary or involuntary, or any other distribution of
    the assets of the Partnership  among its Partners for the purpose of winding
    up its affairs, a holder of Exchangeable LP Units shall be entitled, subject
    to applicable law and to the exercise by the Trust of the  Liquidation  Call
    Right,  to  receive  from the assets of the  Partnership  in respect of each
    Exchangeable  LP  Unit  held by  such  holder  on the  effective  date  (the
    "LIQUIDATION  DATE")  of  such  liquidation,   dissolution,   winding-up  or
    distribution  of assets  an amount  per  Exchangeable  LP Unit  equal to the
    Exchangeable LP Unit Price  applicable on the last Business Day prior to the
    Liquidation Date (the  "LIQUIDATION  AMOUNT") payable as provided in Section
    5.2.

5.2 On or promptly  after the  Liquidation  Date, and subject to the exercise by
    the Trust of the Liquidation Call Right,  the Partnership  shall cause to be
    delivered to the holders of the Exchangeable LP Units the Liquidation Amount
    for each such  Exchangeable LP Unit upon  presentation  and surrender of the
    certificates  representing  such  Exchangeable LP Units,  together with such
    other  documents and  instruments as may be required to effect a transfer of
    Exchangeable  LP Units  under the  Limited  Partnership  Agreement  and such
    additional   documents  and  instruments  as  the  Transfer  Agent  and  the
    Partnership may reasonably  require, at the registered office of the General
    Partner or at any office of the  Transfer  Agent as may be  specified by the
    Partnership by notice to the holders of the  Exchangeable LP Units.  Payment
    of the total Liquidation Amount for such Exchangeable LP Units shall be made
    by delivery  to each  holder,  at the address of the holder  recorded in the
    register of the Partnership for the  Exchangeable LP Units or by holding for
    pick-up by the holder at the registered  office of the General Partner or at
    any office of the Transfer  Agent as may be specified by the  Partnership by
    notice to the holders of Exchangeable LP Units, on behalf of the Partnership
    of the Exchangeable LP Unit Consideration representing the total Liquidation
    Amount (less any amount withheld pursuant to Article 14).


                                      153
<PAGE>

5.3 On and after the Liquidation  Date, the holders of the Exchangeable LP Units
    shall  cease to be  holders of such  Exchangeable  LP Units and shall not be
    entitled  to  exercise  any of the  rights of  holders  in  respect  thereof
    (including any rights under the Voting and Exchange Trust Agreement),  other
    than the right to receive their  proportionate part of the total Liquidation
    Amount  (less any amount  withheld  pursuant  to Article  14),  unless  upon
    presentation  and surrender of certificates in accordance with the foregoing
    provisions payment of the total Liquidation Amount (less any amount withheld
    pursuant to Article 14) for such Exchangeable LP Units shall not be made, in
    which case the rights of the holders shall remain unaffected until the total
    Liquidation  Amount  (less any amount  withheld  pursuant  to Article 14) to
    which such holders are entitled  shall have been paid to such holders in the
    manner hereinbefore provided.

5.4 The  Partnership  shall  have  the  right  at  any  time  on or  before  the
    Liquidation  Date to deposit or cause to be deposited  the  Exchangeable  LP
    Unit  Consideration  representing  the  Liquidation  Amount (less any amount
    withheld  pursuant  to Article 14) in respect of the  Exchangeable  LP Units
    represented  by  certificates  that  have not at the  Liquidation  Date been
    surrendered by the holders thereof in a custodial account with any chartered
    bank or trust company in Canada. Upon such deposit being made, the rights of
    the holders of Exchangeable LP Units,  after such deposit,  shall be limited
    to receiving their  proportionate  part of the total Liquidation  Amount for
    such  Exchangeable LP Units so deposited (less any amount withheld  pursuant
    to Article 14. against  presentation and surrender of the said  certificates
    held by them,  respectively,  in accordance  with the foregoing  provisions.
    Upon such payment or deposit of such Exchangeable LP Unit Consideration, the
    holders of the  Exchangeable  LP Units shall  thereafter be  considered  and
    deemed for all  purposes to be holders of the Trust Units  delivered to them
    or the custodian on their behalf.

5.5 After the  Partnership  has satisfied its  obligations to pay the holders of
    the  Exchangeable LP Units the Liquidation  Amount per  Exchangeable LP Unit
    pursuant to Section 5.1,  such holders shall not be entitled to share in any
    further distribution of the assets of the Partnership.

                                    ARTICLE 6
                  RETRACTION OF EXCHANGEABLE LP UNITS BY HOLDER

6.1 A holder of  Exchangeable  LP Units  shall be entitled at any time after 180
    days from the Effective  Date,  upon  compliance with the provisions of this
    Article  6,  to  require  the  Partnership  to  redeem  any  or  all  of the
    Exchangeable  LP Units  registered  in the name of such holder for an amount
    per  Exchangeable LP Unit equal to the Exchangeable LP Unit Price applicable
    on the last  Business  Day prior to the  Retraction  Date  (the  "RETRACTION
    PRICE"),  which shall be satisfied in full by the Partnership  causing to be
    delivered to such holder the Exchangeable LP Unit Consideration representing
    the Retraction  Price. To effect such  redemption,  the holder shall present
    and  surrender  at the  registered  office of the General  Partner or at any
    office of the  Transfer  Agent as may be  specified  by the  Partnership  by
    notice  to  the  holders  of  Exchangeable  LP  Units,  the  certificate  or
    certificates representing the Exchangeable LP Units which the holder desires
    to have the  Partnership  redeem,  together  with such other  documents  and
    instruments as may be required to effect a transfer of Exchangeable LP Units
    under the Limited  Partnership  Agreement and such additional  documents and
    instruments  as the Transfer  Agent and the General  Partner may  reasonably
    require, and together with:

    (a)  a duly executed  statement  (the  "RETRACTION  REQUEST") in the form of
         Schedule  A hereto or in such other  form as may be  acceptable  to the
         General Partner:

    (i)  specifying that the holder desires to have all or any number  specified
         therein of the Exchangeable LP Units represented by such certificate or
         certificates (the "RETRACTED Units") redeemed by the Partnership; and

    (ii) stating  the  Business  Day on which  the  holder  desires  to have the
        Partnership redeem the Retracted Units (the "RETRACTION DATE"), provided
        that the Retraction  Date shall be not less than three (3) Business Days
        nor more  than  five  (5)  Business  Days  after  the date on which  the
        Retraction  Request is  received  by the  General  Partner  and  further
        provided  that,  in the event that no such  Business Day is specified by
        the  holder in the  Retraction  Request,  the  Retraction  Date shall be
        deemed to be the fifth  (5th)  Business  Day after the date on which the
        Retraction Request is received by the General Partner; and

    (b)  payment (or evidence satisfactory to the General Partner of payment) of
         the taxes (if any) payable as contemplated by Section 14.4.


                                      154
<PAGE>

6.2 Upon  receipt by the  General  Partner or the  Transfer  Agent in the manner
    specified in Section 6.1 of a certificate or certificates  representing  the
    number of  Retracted  Units,  together  with a  Retraction  Request and such
    additional  documents and  instruments as the Transfer Agent and the General
    Partner may reasonably require,  and provided that the Retraction Request is
    not  revoked by the  holder in the manner  specified  in  Section  6.6,  the
    Partnership  shall  redeem the  Retracted  Units  effective  at the close of
    business  on the  Retraction  Date and shall cause to be  delivered  to such
    holder the total Retraction Price with respect to such Exchangeable LP Units
    in accordance with Section 6.3. If only a part of the  Exchangeable LP Units
    represented  by any  certificate  is  redeemed,  a new  certificate  for the
    balance of such  Exchangeable  LP Units shall be issued to the holder at the
    expense of the Partnership.

6.3 The Partnership  shall deliver or cause the Transfer Agent to deliver to the
    relevant  holder,  at the address of the holder  recorded in the register of
    the Partnership for the Exchangeable LP Units or at the address specified in
    the holder's Retraction Request or, if specified in such Retraction Request,
    by holding for pick-up by the holder at the registered office of the General
    Partner or at any office of the  Transfer  Agent as may he  specified by the
    Partnership  by  notice  to  such  holder  of  Exchangeable  LP  Units,  the
    Exchangeable LP Unit  Consideration  representing the total Retraction Price
    (less any amount  withheld  pursuant to Article 14) and such delivery to the
    Transfer  Agent  shall be deemed to be  payment  of and  shall  satisfy  and
    discharge all liability  for the total  Retraction  Price to the extent that
    the same is represented by such Exchangeable LP Unit Consideration.

6.4 On and after the close of business on the Retraction Date, the holder of the
    Retracted Units shall cease to be a holder of such Retracted Units and shall
    not be  entitled  to  exercise  any of the  rights  of a holder  in  respect
    thereof,  other than the right to receive the total  Retraction  Price (less
    any amount  withheld  pursuant to Article 14) unless upon  presentation  and
    surrender of  certificates  in  accordance  with the  foregoing  provisions,
    payment of the total Retraction Price (less any amount withheld  pursuant to
    Article 14) shall not be made as provided in Section  6.3, in which case the
    rights of such holder shall  remain  unaffected  until the total  Retraction
    Price (less any amount withheld pursuant to Article 14) has been paid in the
    manner  hereinbefore  provided.  On and after the close of  business  on the
    Retraction  Date,  provided that  presentation and surrender of certificates
    and payment of the total Retraction Price (less any amount withheld pursuant
    to Article 14) has been made in accordance  with the  foregoing  provisions,
    the holder of the  Retracted  Units so  redeemed  by the  Partnership  shall
    thereafter be considered and deemed for all purposes to be the holder of the
    Trust Units delivered to it.

6.5 Notwithstanding any other provision of this Article 6, the Partnership shall
    not be  obligated  to  redeem  Retracted  Units  specified  by a holder in a
    Retraction  Request to the extent that such  redemption  of Retracted  Units
    would be contrary  to  provisions  of  applicable  law.  If the  Partnership
    believes,  acting  reasonably,  that on any Retraction  Date it would not be
    permitted by any of such  provisions to redeem the Retracted  Units tendered
    for  redemption  on such date,  the  Partnership  shall only be obligated to
    redeem Retracted Units specified by a holder in a Retraction  Request to the
    extent of the  maximum  number that may be so  redeemed  (rounded  down to a
    whole  number of  Exchangeable  LP Units) as would not be  contrary  to such
    provisions  and shall  notify the holder at least one  Business Day prior to
    the  Retraction  Date as to the number of Retracted  Units which will not be
    redeemed  by the  Partnership.  In any case in which the  redemption  by the
    Partnership  of  Retracted  Units would be contrary to  applicable  law, the
    Partnership  shall redeem the maximum number of  Exchangeable LP Units which
    the Board of Directors  determines the Partnership is permitted to redeem as
    of the Retraction Date on a pro rata basis and shall issue to each holder of
    Retracted  Units  a new  certificate,  at the  expense  of the  Partnership,
    representing the Retracted Units not redeemed by the Partnership pursuant to
    Section  6.2.  Provided  that the  Retraction  Request is not revoked by the
    holder in the  manner  specified  in  Section  6.6,  the  holder of any such
    Retracted Units not redeemed by the Partnership pursuant to Section 6.2 as a
    result of applicable law shall be deemed by giving the Retraction Request to
    have  instructed  the Voting and  Exchange  Trustee to require  the Trust to
    purchase such Retracted  Units from such holder on the Retraction Date or as
    soon as practicable thereafter on payment by the Trust to such holder of the
    Retraction  Price for each such  Retracted  Unit,  all as more  specifically
    provided in Section 5.7 of the Voting and Exchange Trust Agreement.

6.6 A holder of Retracted Units may, by notice in writing given by the holder to
    the Partnership before the close of business on the Business Day immediately
    preceding the Retraction  Date,  withdraw its Retraction  Request,  in which
    event such Retraction Request shall be null and void.

                                    ARTICLE 7

             REDEMPTION OF EXCHANGEABLE LP UNITS BY THE PARTNERSHIP

7.1 Subject to applicable  law, the  Partnership  shall on the  Redemption  Date
    redeem  all but not less than all of the then  outstanding  Exchangeable  LP
    Units for an amount per  Exchangeable  LP Unit equal to the  Exchangeable LP
    Unit Price  applicable on the last Business Day prior to the Redemption Date
    (the  "REDEMPTION  PRICE"),   which  shall  be  satisfied  in  full  by  the
    Partnership  causing to be delivered to such holder the Exchangeable LP Unit
    Consideration representing the Redemption Price.


                                      155
<PAGE>

7.2 In any case of a redemption of  Exchangeable  LP Units under this Article 7,
    the  Partnership  shall,  at least 30 days before the Redemption Date (other
    than a  Redemption  Date  established  in  connection  with a Trust  Control
    Transaction,  a Change of Law, a  Exchangeable  LP Unit  Voting  Event or an
    Exempt  Exchangeable LP Unit Voting Event), send or cause to be sent to each
    holder of Exchangeable LP Units a notice in writing of the redemption by the
    Partnership of the Exchangeable LP Units held by such holder. In the case of
    a  Redemption   Date   established  in  connection   with  a  Trust  Control
    Transaction,  a Change of Law, a  Exchangeable  LP Unit  Voting  Event or an
    Exempt  Exchangeable LP Unit Voting Event,  the written notice of redemption
    by the Partnership will be sent on or before the Redemption Date, on as many
    days prior written  notice as may be determined by the Board of Directors to
    be  reasonably  practicable  in the  circumstances.  In any such case,  such
    notice shall set out the formula for  determining  the Redemption  Price and
    the  Redemption  Date. In the case of any notice given in connection  with a
    possible Redemption Date, such notice will be given contingently and will be
    withdrawn if the contingency does not occur.

7.3 On or after the Redemption Date, the Partnership shall cause to be delivered
    to the holders of the  Exchangeable  LP Units to be redeemed the  Redemption
    Price  (less any  amount  withheld  pursuant  to  Article  14) for each such
    Exchangeable  LP Unit upon  presentation  and  surrender  at the  registered
    office of the General  Partner or at any office of the Transfer Agent as may
    be specified by the  Partnership  in the notice  described in Section 7.2 of
    the certificates representing such Exchangeable LP Units, together with such
    other  documents and  instruments as may be required to effect a transfer of
    Exchangeable  LP Units  under the  Limited  Partnership  Agreement  and such
    additional  documents and  instruments as the Transfer Agent and the General
    Partner may reasonably  require.  Payment of the total  Redemption Price for
    such  Exchangeable LP Units shall be made by delivery to each holder, at the
    address of the holder recorded in the securities register of the Partnership
    or by holding  for  pick-up by the  holder at the  registered  office of the
    General  Partner or at any office of the Transfer  Agent as may be specified
    by the  Partnership  in such  notice,  on behalf of the  Partnership  of the
    Exchangeable LP Unit  Consideration  representing the total Redemption Price
    (less  any  amount  withheld  pursuant  to  Article  14)  for  the  holder's
    Exchangeable LP Units.

7.4 On and after the Redemption  Date, the holders of the  Exchangeable LP Units
    called for  redemption  shall  cease to be holders of such  Exchangeable  LP
    Units and shall not be entitled to exercise  any of the rights of holders in
    respect thereof, other than the right to receive their proportionate part of
    the total  Redemption  Price (less any amount  withheld  pursuant to Article
    14), unless payment of the total Redemption  Price for such  Exchangeable LP
    Units shall not be made upon  presentation  and surrender of certificates in
    accordance  with the foregoing  provisions,  in which case the rights of the
    holders shall remain  unaffected  until the total Redemption Price (less any
    amount  withheld  pursuant  to  Article  14) has  been  paid  in the  manner
    hereinbefore provided.

7.5 The Partnership shall have the right at any time after the sending of notice
    of its intention to redeem the Exchangeable LP Units as aforesaid to deposit
    or cause to be deposited the Exchangeable LP Unit Consideration with respect
    to the  Exchangeable  LP Units so called for  redemption,  or of such of the
    said  Exchangeable LP Units represented by certificates that have not at the
    date of such deposit been  surrendered by the holders  thereof in connection
    with such  redemption,  in a custodial  account with any  chartered  bank or
    trust company in Canada named in such notice. Upon the later of such deposit
    being made and the  Redemption  Date, the  Exchangeable  LP Units in respect
    whereof such  deposit  shall have been made shall be redeemed and the rights
    of the holders  thereof after such deposit or  Redemption  Date, as the case
    may be, shall be limited to receiving their  proportionate part of the total
    Redemption  Price  for such  Exchangeable  LP Units so  deposited  (less any
    amount withheld pursuant to Article 14), against  presentation and surrender
    of the said certificates held by them, respectively,  in accordance with the
    foregoing  provisions.  Upon such payment or deposit of such Exchangeable LP
    Unit  Consideration,   the  holders  of  the  Exchangeable  LP  Units  shall
    thereafter be considered  and deemed for all purposes to be holders of Trust
    Units delivered to them or the custodian on their behalf

                                    ARTICLE 8

                              AUTOMATIC REDEMPTION

8.1 (a) Each holder of Exchangeable LP Units shall notify the Partnership of any
    event or  circumstance  which would result in such holder  becoming or being
    deemed to become a Non-Resident,  as soon as practicable  and, in any event,
    at least 30 days prior to the anticipated effective date of such change (the
    "CHANGE OF RESIDENCE DATE").

    (b) On and as of the fifth  Business  Day prior to the  Change of  Residence
        Date, all but not less than all of such holder's  Exchangeable  LP Units
        shall be and be  deemed to be  transferred  to the  Partnership  for the
        Exchangeable LP Unit Price  applicable on the last Business Day prior to
        the  Change of  Residence  Date (the  "AUTOMATIC  REDEMPTION  PRICE") in
        accordance with Section 8.1(c) (the "AUTOMATIC REDEMPTION").


                                      156
<PAGE>

    (c) For the purposes of completing the purchase of the Exchangeable LP Units
        pursuant to the Automatic  Redemption,  the Partnership shall deposit or
        cause to be deposited  with the Transfer  Agent,  as soon as practicable
        after  the  Change  of  Residence   Date,  the   Exchangeable   LP  Unit
        Consideration  representing the total Automatic  Redemption  Price. From
        and after the fifth Business Day prior to the Change of Residence  Date,
        the holder of the  Exchangeable  LP Units  referred to in Section 8.1(a)
        shall cease and be deemed to cease to be a holder of the Exchangeable LP
        Units and shall not be entitled to exercise any of the rights of holders
        in respect  thereof  (including any rights under the Voting and Exchange
        Trust  Agreement),  other than the right to receive the total  Automatic
        Redemption  Price  payable by the  Partnership  to such holder (less any
        amount  withheld  pursuant  to  Article  14),  without  interest,   upon
        presentation  and surrender by the holder of  certificates  representing
        the  Exchangeable  LP Units held by such holder and the holder  shall on
        and after the Change of Residence  Date be considered and deemed for all
        purposes  to be the holder of the Trust  Units to which  such  holder is
        entitled.  Upon  surrender to the  Transfer  Agent of a  certificate  or
        certificates  representing  Exchangeable  LP Units,  together  with such
        other  documents and instruments as may be required to effect a transfer
        of  Exchangeable  LP Units under the Limited  Partnership  Agreement and
        such  additional  documents and  instruments  as the Transfer  Agent may
        reasonably  require,  the  holder  of such  surrendered  certificate  or
        certificates shall be entitled to receive in exchange therefor,  and the
        Transfer  Agent on  behalf  of the  Partnership  shall  deliver  to such
        holder, the Exchangeable LP Unit Consideration (less any amount withheld
        pursuant to Article 14) to which such holder is entitled.

                                    ARTICLE 9

                            PURCHASE FOR CANCELLATION

9.1 Subject  to  applicable  law  and  the  Limited  Partnership  Agreement  and
    notwithstanding  Section 9.2, the  Partnership may at any time and from time
    to time purchase for  cancellation  all or any part of the  Exchangeable  LP
    Units by private agreement with any holder of Exchangeable LP Units.

9.2 Subject  to  applicable  law  and the  Limited  Partnership  Agreement,  the
    Partnership may at any time and from time to time purchase for  cancellation
    all or any part of the  outstanding  Exchangeable  LP Units by invitation to
    tender  made to all the  holders  of record of  Exchangeable  LP Units  then
    outstanding  at any price per  Exchangeable  LP Unit.  If in  response to an
    invitation  for tenders  under the  provisions  of this  Section  9.2,  more
    Exchangeable  LP Units are tendered at a price or prices  acceptable  to the
    Partnership  than the Partnership is prepared to purchase,  the Exchangeable
    LP Units to be purchased by the Partnership  shall be purchased as nearly as
    may be pro rata according to the number of Exchangeable LP Units tendered by
    each  holder who  submits a tender to the  Partnership,  provided  that when
    Exchangeable LP Units are tendered at different prices, the pro rating shall
    be effected  (disregarding  fractions) only with respect to the Exchangeable
    LP Units  tendered  at the price at which  more  Exchangeable  LP Units were
    tendered than the  Partnership is prepared to purchase after the Partnership
    has purchased all the  Exchangeable  LP Units  tendered at lower prices.  If
    only part of the Exchangeable LP Units  represented by any certificate shall
    be purchased,  a new  certificate  for the balance of such  Exchangeable  LP
    Units shall be issued at the expense of the Partnership.

                                   ARTICLE 10

                 CERTAIN RIGHTS TO ACQUIRE EXCHANGEABLE LP UNITS

10.1 (a) The Trust  shall  have the  overriding  right  (the  "LIQUIDATION  CALL
    RIGHT"),  in the  event of and  notwithstanding  the  proposed  liquidation,
    dissolution or winding-up of the  Partnership or any other  distribution  of
    the  assets  of the  Partnership  among  its  Partners  for the  purpose  of
    winding-up  its  affairs to  purchase  from all but not less than all of the
    holders (other than the Trust and its  affiliates) of  Exchangeable LP Units
    on the  Liquidation  Date all but not less than all of the  Exchangeable  LP
    Units held by each such holder upon payment by the Trust to each such holder
    of the Liquidation Amount for each of such holder's Exchangeable LP Units in
    accordance  with  Section  10.1(c).  In the  event  of the  exercise  of the
    Liquidation Call Right by the Trust,  each holder shall be obligated to sell
    all the Exchangeable LP Units held by such holder of the Liquidation  Amount
    for each such Exchangeable LP Unit,  whereupon the Partnership shall have no
    obligation to pay any Liquidation Amount to the holders of such Exchangeable
    LP Units so purchased by the Trust.

    (b) To  exercise  the  Liquidation  Call  Right,  the Trust must  notify the
        Partnership and the Transfer Agent of the Trust's  intention to exercise
        such right at least 15 days before the Liquidation  Date, in the case of
        a voluntary liquidation, dissolution or winding-up of the Partnership or
        any other voluntary  distribution of the assets of the Partnership among
        its Partners for the purpose of winding-up its affair, and at least five
        (5)  Business  Days  before  the  Liquidation  Date,  in the  case of an
        involuntary liquidation, dissolution or winding-up of the Partnership or
        any other  involuntary  distribution  of the  assets of the  Partnership


                                      157
<PAGE>

        among its  Partners  for the  purpose  of winding  up its  affairs.  The
        Transfer  Agent will notify the holders of  Exchangeable  LP Units as to
        whether the Trust has exercised  the  Liquidation  Call Right  forthwith
        after the expiry of the period during which the same may be exercised by
        the Trust. If the Trust will purchase and the holders of Exchangeable LP
        Units will sell all of the  Exchangeable LP Units then outstanding for a
        price per Unit equal to the Liquidation Amount.

    (c) For the purposes of completing the purchase of the Exchangeable LP Units
        pursuant to the Liquidation Call Right, the Trust shall deposit or cause
        to be deposited with the Transfer  Agent,  on or before the  Liquidation
        Date, the  Exchangeable  LP Unit  Consideration  representing  the total
        Liquidation   Amount.   Provided   that   such   Exchangeable   LP  Unit
        Consideration  has been so  deposited  with the Transfer  Agent,  on and
        after the  Liquidation  Date, the holders of the  Exchangeable  LP Units
        shall cease to be holders of the  Exchangeable LP Units and shall not be
        entitled  to  exercise  any of the rights of holders in respect  thereof
        (including  any rights under the Voting and Exchange  Trust  Agreement),
        other than the right to receive  their  proportionate  part of the total
        Liquidation  Amount  payable  by the  Trust  (less any  amount  withheld
        pursuant  to  Article  14),  without  interest,  upon  presentation  and
        surrender by the holder of certificates representing the Exchangeable LP
        Units  held by such  holder  and  the  holder  shall  on and  after  the
        Liquidation  Date be  considered  and deemed for all  purposes to be the
        holder  of the  Trust  Units to which  such  holder  is  entitled.  Upon
        surrender  to  the  Transfer  Agent  of a  certificate  or  certificates
        representing  Exchangeable LP Units,  together with such other documents
        and  instruments as may be required to effect a transfer of Exchangeable
        LP Units under the Limited  Partnership  Agreement  and such  additional
        documents and instruments as the Transfer Agent may reasonably  require,
        the holder of such  surrendered  certificate  or  certificates  shall be
        entitled  to receive in exchange  therefor,  and the  Transfer  Agent on
        behalf of the Trust shall deliver to such holder,  the  Exchangeable  LP
        Unit Consideration  (less any amount withheld pursuant to Article 14) to
        which  such  holder is  entitled.  If the Trust  does not  exercise  the
        Liquidation Call Right in the manner described above, on the Liquidation
        Date the  holders  of the  Exchangeable  LP Units  will be  entitled  to
        receive in exchange therefor the Liquidation Amount otherwise payable by
        the  Partnership  in connection  with the  liquidation,  dissolution  or
        winding-up of the Partnership pursuant to Section 5.2.

                                   ARTICLE 11

                             AMENDMENT AND APPROVAL

11.1 Any approval given by the holders of the  Exchangeable  LP Units to add to,
    change or remove any right, privilege, restriction or condition attaching to
    the  Exchangeable  LP Units or any other  matter  requiring  the approval or
    consent of the holders of Exchangeable LP Units shall be deemed to have been
    sufficiently given if it shall have been given in accordance with applicable
    law  subject  to a  minimum  requirement  that  such  approval  be  given by
    resolution  in writing  executed  by all  holders of  Exchangeable  LP Units
    entitled to vote on that resolution or passed by the affirmative  vote of at
    least  two-thirds  of the  votes  cast  on such  resolution  by  holders  of
    Exchangeable LP Units (other than the Trust and its affiliates)  represented
    in person or by proxy at a meeting of holders of  Exchangeable LP Units duly
    called for such  purpose and held upon at least 21 days' notice at which the
    holders of at least 25% of the outstanding Exchangeable LP Units (other than
    Exchangeable LP Units held by the Trust and its affiliates) at that time are
    present or  represented  by proxy;  provided that if at any such meeting the
    holders  of at least 25% of the  outstanding  Exchangeable  LP Units at that
    time are not present or  represented  by proxy within half an hour after the
    time appointed for such meeting, then the meeting shall be adjourned to such
    date not less  than five (5) days  thereafter  and to such time and place as
    may be designated by the Chair of such meeting.  At such adjourned  meeting,
    the  holders  of  Exchangeable  LP  Units  (other  than  the  Trust  and its
    affiliates)  present  or  represented  by proxy  thereat  may  transact  the
    business for which the meeting was originally called and a resolution passed
    thereat by the affirmative  vote of at least two-thirds of the votes cast on
    such  resolution  by  holders  (other  than the  Trust  and its  affiliates)
    represented  in  person or by proxy at such  meeting  shall  constitute  the
    approval  or  consent  of the  holders  of the  Exchangeable  LP Units.  For
    purposes of this section,  any spoiled  votes,  illegible  votes,  defective
    votes and  abstentions  shall be deemed to be votes not cast.  On every vote
    taken at every such meeting or adjourned meeting each holder of Exchangeable
    LP Units shall be entitled  to one vote in respect of each  Exchangeable  LP
    Unit held by such holder.

                                   ARTICLE 12

               RECIPROCAL CHANGES, ETC. IN RESPECT OF TRUST UNITS

12.1 Each  holder  of a  Exchangeable  LP Unit  acknowledges  that  the  Support
    Agreement  provides,  in part,  that the Trust will not,  without  the prior
    approval  of the  Partnership  and the prior  approval of the holders of the
    Exchangeable LP Units given in accordance with Section 10.1:


                                      158
<PAGE>

    (a)  issue or  distribute  Trust Units (or  securities  exchangeable  for or
         convertible  into or  carrying  rights to acquire  Trust  Units) to the
         holders of all or substantially all of the then outstanding Trust Units
         by way of a  distribution,  other  than an  issue of  Trust  Units  (or
         securities  exchangeable  for or convertible into or carrying rights to
         acquire  Trust  Units) to holders of Trust  Units (i) who  exercise  an
         option  to  receive   distributions   in  Trust  Units  (or  securities
         exchangeable  for or  convertible  into or  carrying  rights to acquire
         Trust Units) in lieu of receiving cash distributions,  or (ii) pursuant
         to any distribution reinvestment plan;

    (b)  issue or distribute  rights,  options or warrants to the holders of all
         or substantially all of the then outstanding Trust Units entitling them
         to subscribe for or to purchase Trust Units (or securities exchangeable
         for or convertible into or carrying rights to acquire Trust Units); or

    (c)  issue or distribute to the holders of all or  substantially  all of the
         then outstanding Trust Units:

    (i)  securities of the Trust of any class other than Trust Units (other than
         securities  exchangeable  for or convertible into or carrying rights to
         acquire Trust Units);

    (ii) rights,  options or  warrants  other than those  referred to in Section
         12.1(b);

    (iii) evidences of indebtedness of the Trust; or

    (iv) assets of the Trust,

    unless the economic  equivalent on a per  Exchangeable LP Unit basis of such
         rights,   options,   warrants,   securities,   shares,   evidences   of
         indebtedness  or other  assets is issued  or loaned  simultaneously  to
         holders  of the  Exchangeable  LP Units;  provided  that,  for  greater
         certainty,  the above  restrictions  shall not apply to any  securities
         issued or  distributed  by the Trust in order to give  effect to and to
         consummate the  transactions  contemplated  by, and in accordance with,
         the  Arrangement  Agreement  or to give effect to a  redemption  by the
         Trust of Trust Units in accordance with the Declaration of Trust.

12.2 Each  holder  of a  Exchangeable  LP Unit  acknowledges  that  the  Support
    Agreement  further  provides,  in part,  that the Trust will not without the
    prior approval of the  Partnership  and the prior approval of the holders of
    the Exchangeable LP Units given in accordance with Section 11.1:

    (a)  subdivide,  redivide or change the then outstanding  Trust Units into a
         greater number of Trust Units;

    (b)  reduce, combine, consolidate or change the then outstanding Trust Units
         into a lesser number of Trust Units; or

    (c)  reclassify  or  otherwise  change  the Trust  Units or effect a merger,
         reorganization or other transaction affecting the Trust Units;

    unless the same or an economically equivalent change shall simultaneously be
         made to,  or in the  rights  of the  holders  of,  the  Class 13 Units;
         provided that, for greater certainty,  the above restrictions shall not
         apply to any securities  issued or distributed by the Trust in order to
         give effect to and to consummate the transactions  contemplated by, and
         in accordance with, the Arrangement Agreement.

12.3 Notwithstanding  the foregoing  provisions of this Article 12, in the event
    of a Trust Control Transaction:

    (a)  which  does not result in an  acceleration  of the  Redemption  Date in
         accordance  with paragraph (b) of the definition of "REDEMPTION  DATE";
         and

    (b)  in which all or substantially  all of the then outstanding  Trust Units
         are  converted  into or exchanged  for  securities or rights to receive
         such securities (the "OTHER  SECURITIES") of another person (the "OTHER
         ENTITY") that,  immediately after such Trust Control Transaction,  owns
         or controls, directly or indirectly, the Trust;

    then all references  herein to "THE TRUST" shall thereafter be and be deemed
         to be references  to the "OTHER  ENTITY" and all  references  herein to
         "TRUST  UNITS" shall  thereafter  be and be deemed to be  references to
         "OTHER  SECURITIES"  (with  appropriate  adjustments,  if  any,  as are
         required  to  result  in a  holder  of  Exchangeable  LP  Units  on the
         exchange, redemption or retraction of such securities pursuant to these
         provisions  or exchange of such  securities  pursuant to the Voting and
         Exchange Trust  Agreement  immediately  subsequent to the Trust Control
         Transaction  being entitled to receive that number of Other  Securities
         equal to the number of Other  Securities such holder of Exchangeable LP


                                      159
<PAGE>

         Units would have received if the exchange,  redemption or retraction of
         such  securities  pursuant  to these  provisions  or  exchange  of such
         securities  pursuant to the Voting and  Exchange  Trust  Agreement  had
         occurred  immediately  prior to the Trust Control  Transaction  and the
         Trust Control  Transaction was completed) without any need to amend the
         terms and  conditions  of the  Exchangeable  LP Units and  without  any
         further action required.

                                   ARTICLE 13

               ACTIONS BY THE PARTNERSHIP UNDER SUPPORT AGREEMENT

13.1 The Partnership shall not propose, agree to or otherwise give effect to any
    amendment to, or waiver or forgiveness  of its rights or obligations  under,
    the Support Agreement or the Voting and Exchange Trust Agreement without the
    approval of the  holders of the  Exchangeable  LP Units given in  accordance
    with Section 11, other than such amendments,  waivers and/or  forgiveness as
    may be necessary or advisable for the purposes of:

    (a)  adding to the covenants of the other parties to such  agreement for the
         protection of the  Partnership  or the holders of the  Exchangeable  LP
         Units thereunder;

    (b)  making such  provisions or  modifications  not  inconsistent  with such
         agreement as may be  necessary or desirable  with respect to matters or
         questions  arising  thereunder  which, in the good faith opinion of the
         Board of  Directors,  it may be  expedient to make,  provided  that the
         Board  of  Directors  shall  be  of  the  good  faith  opinion,   after
         consultation with counsel,  that such provisions and modifications will
         not be prejudicial to the interests of the holders of the  Exchangeable
         LP Units; or

    (c)  making such changes in or corrections to such agreement  which,  on the
         advice of counsel to the  Partnership,  are required for the purpose of
         curing or correcting any ambiguity or defect or inconsistent  provision
         or clerical  omission or mistake or manifest error  contained  therein,
         provided  that the  Board  of  Directors  shall  be of the  good  faith
         opinion,   after  consultation  with  counsel,  that  such  changes  or
         corrections  will not be prejudicial to the interests of the holders of
         the Exchangeable LP Units.

                                   ARTICLE 14

                     LEGEND, CALL RIGHTS, WITHHOLDING RIGHTS

14.1 The certificates evidencing the Exchangeable LP Units shall contain or have
    affixed  thereto  a legend  in form and on terms  approved  by the  Board of
    Directors, with respect to the Support Agreement, the provisions relating to
    the  Liquidation  Call  Right,  Automatic  Redemption,  and the  Voting  and
    Exchange  Trust  Agreement  (including  the  provisions  with respect to the
    voting rights, exchange right and automatic exchange thereunder).

14.2 Each holder of a Exchangeable LP Unit, whether of record or beneficial,  by
    virtue of becoming  and being such a holder  shall be deemed to  acknowledge
    the Automatic  Redemption in favour of the Partnership,  and the Liquidation
    Call  Right in  favour of the Trust and the  overriding  nature  thereof  in
    connection   with  the   liquidation,   dissolution  or  winding-up  of  the
    Partnership or any other distribution of the assets of the Partnership among
    its  Partners  for the purpose of  winding-up  its  affairs,  or a change of
    residence, as the case may be, and to be bound thereby as therein provided.

14.3 The  Partnership,  the Trust and the  Transfer  Agent  shall be entitled to
    deduct and withhold from any loan,  distribution or consideration  otherwise
    payable  to  any  holder  of  Exchangeable  LP  Units  such  amounts  as the
    Partnership,  the Trust or the  Transfer  Agent is  required  to deduct  and
    withhold  with respect to such payment under the Tax Act or any provision of
    provincial, territorial, local or foreign tax law, in each case, as amended.
    To the extent that amounts are so withheld,  such withheld  amounts shall be
    treated  for all  purposes  hereof as having  been paid to the holder of the
    Exchangeable LP Units in respect of which such deduction and withholding was
    made,  provided  that such  withheld  amounts are  actually  remitted to the
    appropriate  taxing authority.  To the extent that the amount so required or
    permitted  to be deducted or withheld  from any payment to a holder  exceeds
    the cash portion of the consideration  otherwise payable to the holder,  the
    Partnership,  the Trust and the Transfer Agent are hereby authorized to sell
    or otherwise dispose of such portion of the consideration as is necessary to
    provide  sufficient  finds to the  Partnership,  the  Trust or the  Transfer
    Agent,  as the case may be, to enable it to comply  with such  deduction  or
    withholding requirement and the Partnership, the Trust or the Transfer Agent
    shall notify the holder  thereof and remit any unapplied  balance of the net
    proceeds of such sale.

14.4 Upon any transfer or redemption of Exchangeable  LP Units,  the certificate
    or certificates  representing Trust Units to be delivered in connection with


                                      160
<PAGE>

    the payment of the total Redemption Price,  Liquidation  Amount,  Retraction
    Price or Automatic  Redemption Price, as the case may be, therefore shall be
    made  without  charge  to  the  holder  of  the  Exchangeable  LP  Units  so
    transferred or redeemed  subject to these  provisions and provided,  however
    that such holder:

    (a) shall pay (and none of the Trust, or the  Partnership  shall be required
        to pay) on an after-tax basis any documentary,  stamp, transfer or other
        taxes that may be payable in  respect  of any  transfer  or  redemption,
        including,  without limitation, any sales or land transfer taxes payable
        in any jurisdiction as a result of such transfer or redemption; or

    (b) shall have provided evidence to the satisfaction of the Partnership that
        such taxes, if any, have been paid in full.






                                      161
<PAGE>

                                   SCHEDULE A

                               RETRACTION REQUEST

TO BE PRINTED ON EXCHANGEABLE LP UNIT CERTIFICATES

To:   Precision Drilling Limited  Partnership (the  "PARTNERSHIP") and Precision
      Drilling Trust ("TRUST")

      This  notice is given  pursuant  to Article 6 of the  rights,  privileges,
restrictions and conditions (the "EXCHANGEABLE SECURITIES PROVISIONS") attaching
to the Exchangeable LP Units of the Partnership  represented by this certificate
and all capitalized  words and expressions  used in this notice that are defined
in the  Exchangeable  Securities  Provisions have the meanings  ascribed to such
words and expressions in such Exchangeable Securities Provisions.

      The  undersigned  hereby  notifies the  Partnership  that the  undersigned
desires  to have the  Partnership  redeem in  accordance  with  Article 6 of the
Exchangeable Securities Provisions:

      all Exchangeable LP Unit (s) represented by this certificate; or

      ______________  Exchangeable  LP  Unit  (s)  (only)  represented  by  this
certificate.

      The undersigned  hereby notifies the Partnership  that the Retraction Date
shall be ______________ .

NOTE: The Retraction Date must be a Business Day and must not be less than three
      (3) Business Days nor more than five (5) Business Days after the date upon
      which this notice is received by the Partnership.  If no such Business Day
      is specified  above,  the Retraction  Date shall be deemed to be the fifth
      (5th)  Business Day after the date on which this notice is received by the
      General Partner.

      This  Retraction  Request may be revoked and withdrawn by the  undersigned
only by notice in writing given to the  Partnership at any time before the close
of business on the Business Day immediately preceding the Retraction Date.

      The undersigned  acknowledges  that if, as a result of applicable law, the
Partnership is unable to redeem all Retracted  Units,  the  undersigned  will be
deemed to have  exercised  the  Exchange  Right (as  defined  in the  Voting and
Exchange Trust  Agreement) so as to require the Trust to purchase the unredeemed
Retracted Units.

      The undersigned  hereby represents and warrants to the Partnership and the
Trust that the  undersigned  has good title to, and owns,  the  Exchangeable  LP
Unit(s) represented by this certificate to be acquired by the Partnership or the
Trust, as the case may be, free and clear of all liens, claims and encumbrances.

      Date      Signature of Exchangeable LP Unitholder   Guarantee of Signature

Please  check  box if the  securities  and  any  cheque(s)  resulting  from  the
retraction or purchase of the Retracted  Units are to be held for pick-up by the
Exchangeable  LP  Unit  holder  from  the  Transfer  Agent,  failing  which  the
securities  and  any  cheque(s)  will  be  mailed  to the  last  address  of the
Exchangeable LP Unit holder as it appears on the register.

NOTE: This panel must be  completed  and this  certificate,  together  with such
      additional documents as the Transfer Agent may require,  must be deposited
      with the Transfer Agent.  The securities and any cheque(s)  resulting from
      the  retraction  or  purchase  of the  Retracted  Units will be issued and
      registered  in,  and  made  payable  to,  respectively,  the  name  of the
      Exchangeable  LP  Unit  holder  as it  appears  on  the  register  of  the
      Partnership  and the  securities  and any  cheque(s)  resulting  from such
      retraction  or purchase  will be  delivered to such  Exchangeable  LP Unit
      holder as indicated above, unless the form appearing  immediately below is
      duly completed.

Date: ___________________________________



                                      162
<PAGE>


Name of person in whose  name  securities  or  cheque(s)  are to be  registered,
issued or delivered (please print):

________________________________________________________________________________

Street Address or P.O. Box:

________________________________________________________________________________

Signature of Exchangeable LP Unit holder:

________________________________________________________________________________

City, Province and Postal Code:

________________________________________________________________________________

Signature Guaranteed by:

________________________________________________________________________________


NOTE: If this  Retraction  Request is for less than all of the  Exchangeable  LP
      Unit(s)  represented by this certificate,  a certificate  representing the
      remaining  Exchangeable LP Unit(s) of the Partnership  represented by this
      certificate  will be issued and registered in the name of the Exchangeable
      LP Unit holder as it appears on the  register of the  Partnership,  unless
      the  Exchangeable  LP Unit Transfer Power on the  Exchangeable  LP Unit(s)
      certificate is duly completed in respect of such Exchangeable LP Unit(s).



                                      163
<PAGE>

                                   APPENDIX E

                                FAIRNESS OPINION





                                      164
<PAGE>

(FIRSTENERGY LOGO FOR LETTERHEAD)

October 3, 2005

The Board of Directors of
Precision Drilling Corporation
4200, 150 -- 6th Avenue S.W.
Calgary, Alberta T2P 3Y7

To the Board of Directors of Precision Drilling Corporation (the "Board"):

FirstEnergy  Capital Corp.  ("FirstEnergy")  understands that Precision Drilling
Corporation  ("Precision"),  has  entered  into an  arrangement  agreement  (the
"Arrangement") whereby:

    (i)   up  to  $850  million  of  cash  will  be   distributed  to  Precision
          shareholders;

    (ii)  26.0  million   common  shares  of  Weatherford   International   Ltd.
          ("Weatherford   Shares")   currently   owned  by  Precision   will  be
          distributed to Precision shareholders; and

    (iii) Precision will convert the remaining Canadian assets of Precision into
          Precision Drilling Trust (the "Trust"). The Trust will own Precision's
          existing business and will make regular monthly  distributions of cash
          to holders of the units of the Trust.

Pursuant to the Arrangement,  Precision shareholders will be entitled to receive
in exchange for each Common Share held, one Trust Unit,  their pro rata share of
the Weatherford Shares and of up to $850 million of cash. The cash consideration
will be reduced if the closing price of the Weatherford common shares on the New
York Stock Exchange  exceeds  US$67.71 per common share on the effective date of
the  Arrangement  to  cover   increased   income  tax   obligations.   Precision
optionholders  may  participate in the  Arrangement  by exercising  their vested
Options  and  receiving  the same  consideration  as holders  of Common  Shares.
Alternatively, pursuant to the Arrangement, each unexercised vested and unvested
Option will be converted into a new option (the "NEW OPTION") which will provide
a Precision  optionholder with the right to purchase a Trust Unit at an exercise
price  reduced to the amount  required  to retain the  Precision  optionholder's
accrued  value  at the  effective  date of the  Arrangement.  In  addition,  the
Arrangement  provides  that each New Option  will be amended to allow  Precision
optionholders  to surrender all or a portion of their New Options for cash in an
amount equal to the  difference  between the closing price of Trust Units on the
Toronto Stock  Exchange on the day prior to the day the  Precision  optionholder
elects  to  surrender  New  Options  for cash and the  reduced  exercise  price,
multiplied  by the  number  of New  Options  being  surrendered  (the  "CASH-OUT
RIGHT").  In addition,  and at the same time as electing the Cash-Out Right, the
Precision  optionholder  may also  elect to use all or a portion of the net cash
amount to be received (after withholding tax has been deducted) to acquire Trust
Units for a price equal to the  closing  price of the Trust Units on the Toronto
Stock Exchange on the day prior to the day the Precision  optionholder elects to
use all or a portion of the net cash amount received to acquire Trust Units. All
rights  granted  under the New Options will  terminate on the 15th day following
the effective date of the Arrangement.

    Precision shareholders and optionholders will collectively be referred to as
"Securityholders".

The  Arrangement  has been  made  pursuant  to an  Arrangement  Agreement  dated
September 29, 2005,  and is subject to the terms and conditions set forth in the
Information Circular involving Precision dated October 3, 2005 (the "Circular").

FIRSTENERGY'S ENGAGEMENT

Precision formally retained FirstEnergy pursuant to an engagement agreement (the
"Engagement  Agreement"),  to  provide  financial  advice  to the  Board and our
opinion  ("Opinion") as to the fairness,  from a financial point of view, of the
consideration to be received by Precision Securityholders under the Arrangement.
In consideration for our services,  including our Opinion,  FirstEnergy is to be
paid a fee and is to be reimbursed for  reasonable  out-of-pocket  expenses.  In
addition,   FirstEnergy  is  to  be  indemnified  by  Precision   under  certain
circumstances.  We have not been engaged to prepare,  and have not  prepared,  a
valuation or appraisal of Precision or any of its assets or liabilities  and our
Opinion should not be construed as such.



                                      165
<PAGE>

CREDENTIALS OF FIRSTENERGY

FirstEnergy is a registered  investment  dealer  focusing on Canadian  companies
participating  in oil and  gas  exploration,  production  and  services,  energy
transportation,  electricity  generation,  energy technologies and energy income
trusts.  FirstEnergy is one of the leading  investment  banking firms  providing
corporate finance, mergers and acquisitions,  equity sales, research and trading
services to Canadian  companies  active in or investing in the energy  industry.
The  Opinion  expressed  herein is the opinion of  FirstEnergy  and the form and
content  herein have been approved for release by a committee of its  directors,
each of who is experienced  in merger,  acquisition,  divestiture  and valuation
matters.

INDEPENDENCE OF FIRSTENERGY

None of FirstEnergy,  its affiliates or associates, is an insider,  associate or
affiliate (as those terms are defined in the  SECURITIES  ACT  (Alberta)),  or a
related  entity  of  Precision,   or  any  of  their  respective  associates  or
affiliates.  FirstEnergy  is not acting as an advisor  to  Precision,  or any of
their  respective  associates or affiliates in connection with any other matter,
other than acting as financial advisor to Precision as outlined above.

FirstEnergy  acts as a trader and dealer,  both as principal  and agent,  in all
major financial markets in Canada and, as such, may have had today or may in the
future have positions in the securities of Precision, and from time to time, may
have executed or may execute  transactions on behalf of Precision or clients for
which it received or may receive  compensation.  In addition,  as an  investment
dealer,  FirstEnergy  conducts  research on securities  and may, in the ordinary
course of its business,  provide research  reports and investment  advice to its
clients on issues and investment matters, including with respect to Precision.

SCOPE OF REVIEW

In connection  with rendering our Opinion,  we have reviewed and relied upon, or
carried out, among other things, the following:

    (a)   The Arrangement Agreement dated September 29, 2005;

    (b)   The draft Information Circular and Proxy Statement to be dated October
          3, 2005;

    (c)   Pro Forma  income  trust model dated  September 2, 2005 as provided by
          Precision;

    (d)   The  unaudited  quarterly  financial  statements  of Precision for the
          three month periods ended March 31, 2005 and June 30, 2005;

    (e)   Precision's year end results and audited annual  financial  statements
          for the period ended December 31, 2004;

    (f)   The Annual  Information  Form and Annual  Report of Precision  for the
          year ended December 31, 2004;

    (g)   Management Information Circular of Precision dated March 22, 2005;

    (h)   Discussions  with  management of Precision with regard to, among other
          things,  the  business,  operations,  quality  of  assets,  and future
          potential of Precision;

    (i)   A formal due diligence session with senior management of Precision;

    (j)   Certain  internal  financial  information,   including  financial  and
          operational projections of Precision's management;

    (k)   Public  information  related to the  business,  operations,  financial
          performance  and  stock  trading  histories  of  Precision,  and other
          selected public oil and gas companies;

    (l)   Data  with  respect  to  other  transactions  of a  comparable  nature
          considered by FirstEnergy to be relevant; and

    (m)   Other   information,   analyses  and   investigations  as  FirstEnergy
          considered appropriate in the circumstances.



                                      166
<PAGE>

ASSUMPTIONS AND LIMITATIONS

We have relied  upon,  and have  assumed  the  completeness,  accuracy  and fair
representation of all financial and other information,  data,  advice,  opinions
and representations  obtained by us from public sources,  including  information
relating to Precision,  or provided to us by Precision  and their  affiliates or
advisors or otherwise  pursuant to our Engagement and our Opinion is conditional
upon such  completeness,  accuracy  and  fairness.  Subject to the  exercise  of
professional  judgement and except as expressly  described  herein,  we have not
attempted  to verify  independently  the  accuracy or  completeness  of any such
information,  data, advice,  opinions and representations.  Senior management of
Precision  have  represented  to us, in a  certificate  delivered as at the date
hereof,  amongst other things,  that the information,  data,  opinions and other
materials (the "Information")  provided to us on behalf of Precision is complete
and correct at the date the  Information  was  provided to us and that since the
date of the  Information,  there  has  been no  material  change,  financial  or
otherwise,  in  the  position  of  Precision  or in  their  assets,  liabilities
(contingent or  otherwise),  business or operations and there has been no change
in any material fact which is of a nature as to render the Information untrue or
misleading in any material respect.

Our Opinion is rendered on the basis of securities markets, economic and general
business and financial conditions prevailing as at the date hereof. In addition,
we  considered  the  financial  condition and prospects of Precision as they are
reflected in the  information  and  documents  reviewed by us. In rendering  our
Opinion,  we have assumed that there are no undisclosed  material facts relating
to Precision or its businesses,  operations,  capital or future  prospects.  Any
changes  therein  may affect our Opinion  and,  although we reserve the right to
change or withdraw  our Opinion in such event,  we disclaim  any  obligation  to
advise any person of any change that may come to our  attention or to update our
Opinion after today.

In our analyses and in connection with the preparation of this Opinion,  we made
numerous  assumptions with respect to industry  performance,  general  business,
market and economic  conditions and other matters,  many of which are beyond the
control of any party involved in the Arrangement.

CONCLUSION

Based upon and subject to the foregoing and such other matters, as we considered
relevant,  it is our  opinion  that  the  consideration  to be  received  by the
Precision  Securityholders pursuant to the Arrangement is fair, from a financial
point of view, to the Precision Securityholders.

This  Opinion may be relied upon by the Board of  Precision  for the purposes of
considering the Arrangement and its recommendation to Precision  Securityholders
with respect to the Arrangement, but may not be used or relied upon by any other
person without our express prior written consent.

Yours very truly,


/s/ FIRSTENERGY CAPITAL CORP.



                                      167
<PAGE>

                                   APPENDIX F

                    BALANCE SHEET OF PRECISION DRILLING TRUST





                                      168
<PAGE>

                                AUDITORS' REPORT

To the Trustees of Precision Drilling Trust

    We have  audited  the  balance  sheet  of  Precision  Drilling  Trust  as at
September  22,  2005.  This  financial  statement is the  responsibility  of the
Trust's  management.  Our  responsibility  is to  express  an  opinion  on  this
financial statement based on our audit.

    We  conducted  our audit in  accordance  with  Canadian  generally  accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  balance  sheet is free of  material
misstatement.  An audit of a balance sheet includes examining,  on a test basis,
evidence  supporting the amounts and disclosures in that balance sheet. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,   as  well  as  evaluating   the  overall   balance  sheet
presentation.

    In our opinion, the balance sheet presents fairly, in all material respects,
the financial position of the Trust as at September 22, 2005, in accordance with
Canadian generally accepted accounting principles.


/s/ KPMG LLP
Chartered Accountants

Calgary, Canada
September 30, 2005




                                      169
<PAGE>

                            PRECISION DRILLING TRUST

                                  BALANCE SHEET
                            As at September 22, 2005

                ASSETS
                Current assets:
                  Cash....................... $ 100

                EQUITY
                Trust Units (note 2)......... $ 100
                Subsequent event (note 3)


On behalf of the Board of Trustees:

          /s/ Robert J.S. Gibson               /s/ H. Garth Wiggins
          ----------------------               --------------------
                  Trustee                             Trustee


                    SEE ACCOMPANYING NOTES TO BALANCE SHEET.






                                      170
<PAGE>

                            PRECISION DRILLING TRUST

                             NOTES TO BALANCE SHEET
                            As at September 22, 2005

1.   INCORPORATION AND FINANCIAL PRESENTATION:

     Precision  Drilling  Trust (the  "Trust") is an  unincorporated  open-ended
     investment  trust  governed  by the laws of the  Province  of  Alberta  and
     created pursuant to a Declaration of Trust dated September 22, 2005.

     This balance sheet has been prepared in accordance with Canadian  generally
     accepted accounting principles.

2.   EQUITY:

     (a) Authorized:

     Unlimited number of Trust Units

     Unlimited number of Special Voting Units

     (b) Issued and outstanding:

<TABLE>
<CAPTION>
                                                                     NUMBER OF
                                                                    TRUST UNITS    AMOUNT
                                                                    -----------    ------
<S>                                                                 <C>            <C>
          Issued on initial organization on September 22, 2005....       1         $  100
</TABLE>

3.   SUBSEQUENT EVENT:

     On September 29, 2005, the Trust,  Precision  Drilling Limited  Partnership
     ("PDLP"), 1194312 Alberta Ltd. (the "General Partner"),  Precision Drilling
     Corporation  ("Precision"),  and  1195309  Alberta  ULC.  ("AcquisitionCo")
     entered into an Arrangement Agreement (the "Arrangement").  Pursuant to the
     Arrangement,  Precision and certain of its subsidiaries will amalgamate and
     continue as one corporation. Upon completion of the Arrangement, all of the
     shares of Precision will be owned by PDLP and indirectly by the Trust.  The
     Arrangement is subject to regulatory, judicial and security holder approval
     and is anticipated to be completed by November 7, 2005

     On September 23, 2005 the Trust also borrowed $1,000 and used such funds to
     acquire interests in the General Partner, PDLP and AcquisitionCo.





                                      171
<PAGE>


                                   APPENDIX G

                         PRO FORMA FINANCIAL STATEMENTS
                           OF PRECISION DRILLING TRUST





                                      172
<PAGE>

              COMPILATION REPORT ON PRO FORMA FINANCIAL STATEMENTS

The Trustees of Precision Drilling Trust

     We have read the  accompanying  unaudited  pro forma  consolidated  balance
sheet of Precision  Drilling  Trust as at June 30, 2005 and  unaudited pro forma
consolidated  statements  of earnings  for the six months then ended and for the
year ended December 31, 2004, and have performed the following procedures:

     1.   Compared  the figures in the  columns  captioned  "Precision  Drilling
          Corporation" to the unaudited consolidated financial statements of the
          Corporation as at June 30, 2005 and for the six months then ended, and
          the  audited  amended   consolidated   financial   statements  of  the
          Corporation for the year ended December 31, 2004,  amended to classify
          the Energy Services and International  Contract Drilling divisions and
          CEDA International Corporation,  as discontinued operations, and found
          them to be in agreement.

     2.   Made  enquiries  of  certain  officials  of the  Corporation  who have
          responsibility for financial and accounting matters about:

     (a)  the basis for determination of the pro forma adjustments; and

     (b)  whether the pro forma  financial  statements  comply as to form in all
          material  respects  with the  published  requirements  of the Canadian
          securities legislation.

     The officials:

     (a)  described  to  us  the  basis  for  determination  of  the  pro  forma
          adjustments, and

     (b)  stated that the pro forma  financial  statements  comply as to form in
          all material respects with the published  requirements of the Canadian
          securities legislation.

     3.   Read the notes to the pro forma consolidated financial statements, and
          found  them  to be  consistent  with  the  basis  described  to us for
          determination of the pro forma adjustments.

     4.   Recalculated  the  application  of the pro  forma  adjustments  to the
          aggregate of the amounts in the columns captioned  "Precision Drilling
          Corporation"  and  "Adjustments"  as at June 30,  2005 and for the six
          months then ended, and for the year ended December 31, 2004, and found
          the  amounts in the column  captioned  "Pro Forma  Precision  Drilling
          Trust" to be arithmetically correct.

     A pro forma  financial  statement is based on  management  assumptions  and
adjustments  which are  inherently  subjective.  The  foregoing  procedures  are
substantially  less than either an audit or a review,  the objective of which is
the expression of assurance with respect to  management's  assumptions,  the pro
forma  adjustments,  and the  application  of the  adjustments to the historical
financial information.  Accordingly, we express no such assurance. The foregoing
procedures would not necessarily reveal matters of significance to the pro forma
financial  statements,  and  we  therefore  make  no  representation  about  the
sufficiency of the procedures for the purposes of a reader of such statements.

/s/ KPMG LLP
Chartered Accountants

Calgary, Canada
September 30, 2005




                                      173
<PAGE>

                            PRECISION DRILLING TRUST

                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               As at June 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 PRECISION                                            PRO FORMA
                                                                 DRILLING                                             PRECISION
                                                                CORPORATION      ADJUSTMENTS          NOTE         DRILLING TRUST
                                                                -----------      -----------      ------------     --------------
                                                                                          ($ THOUSANDS)
<S>                                                             <C>             <C>               <C>              <C>
          ASSETS
          Current assets:
            Cash and cash equivalents.....................      $   306,538     $  1,329,433          2(a)(i)        $       583
                                                                                    (790,201)        2(a)(ii)
                                                                                    (850,000)         2(a)(v)
                                                                                      72,000       2(a)(viii)
                                                                                      (3,000)        2(a)(vi)
                                                                                     (13,445)        2(a)(iv)
                                                                                     (23,942)       2(a)(vii)
                                                                                     (26,800)        2(a)(xi)
            Accounts receivable...........................          207,543               --                             207,543
            Income taxes recoverable......................            1,793          (10,703)         2(a)(i)             36,569
                                                                                      13,440         2(a)(iv)
                                                                                      31,409        2(a)(vii)
            Inventory.....................................            6,711               --                               6,711
            Assets of discontinued operations.............          541,148         (551,352)         2(a)(i)                 --
                                                                                      10,204         2(a)(xi)
                                                                -----------     ------------                         -----------
                                                                  1,063,733         (812,327)                            251,406
          Property, plant and equipment...................          927,592               --                             927,592
          Intangibles.....................................              511               --                                 511
          Goodwill........................................          266,827               --                             266,827
          Other assets....................................            8,200        2,093,011          2(a)(i)                 --
                                                                                      (8,200)        2(a)(ii)
                                                                                  (2,093,011)         2(a)(v)
          Assets of discontinued operations...............        1,742,143       (1,767,464)         2(a)(i)                 --
                                                                                      25,231         2(a)(xi)
                                                                -----------     ------------                         -----------
                                                                $ 4,009,006     $ (2,562,670)                        $ 1,446,336
                                                                ===========     ============                         ===========
          LIABILITIES AND UNITHOLDERS'/SHAREHOLDERS'
            EQUITY
          Current liabilities:
            Accounts payable and accrued liabilities......      $    92,513     $         --                         $    92,513
            Income taxes payable..........................                --          58,954        2(a)(iii)             58,954
            Liabilities of discontinued operations........          234,511         (243,236)         2(a)(i)                 --
                                                                                       8,725         2(a)(xi)
                                                                -----------     ------------                         -----------
                                                                    327,024         (175,557)                            151,467
          Long term debt..................................          719,240         (719,240)        2(a)(ii)             72,000
                                                                                      72,000       2(a)(viii)
          Future income taxes.............................          367,176          (24,127)        2(a)(ii)            284,095
                                                                                     (58,954)       2(a)(iii)
            operations....................................           75,110          (75,110)         2(a)(i)                 --
          Unitholders'/Shareholders' equity:
            Share capital.................................        1,301,886         (480,446)         2(a)(v)                 --
                                                                                      (3,000)        2(a)(vi)
                                                                                      26,085         2(a)(iv)
                                                                                      25,813         2(a)(ix)
                                                                                    (870,338)         2(a)(x)
            Trust units...................................                --          68,436        2(a)(vii)            895,257
                                                                                     826,821          2(a)(x)
            Exchangeable Partnership units................                --          43,517          2(a)(x)             43,517
</TABLE>


                                      174
<PAGE>

<TABLE>
<CAPTION>
<S>                                                             <C>             <C>               <C>              <C>
            Contributed surplus...........................           33,631            6,229         2(a)(iv)                 --
                                                                                       5,017         2(a)(vi)
                                                                                     (44,877)        2(a)(ix)
            Cumulative translation adjustment.............          (21,113)          21,113          2(a)(i)                 --
            Retained earnings.............................        1,206,052        1,390,788          2(a)(i)                 --
                                                                                     (55,034)        2(a)(ii)
                                                                                  (2,462,565)         2(a)(v)
                                                                                     (32,319)        2(a)(iv)
                                                                                      19,064         2(a)(ix)
                                                                                     (65,986)       2(a)(vii)
                                                                -----------     ------------                         -----------
                                                                  2,520,456       (1,581,682)                            938,774
                                                                -----------     ------------                         -----------
                                                                $ 4,009,006     $ (2,562,670)                        $ 1,446,336
                                                                ===========     ============                         ===========
</TABLE>


     SEE ACCOMPANYING NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.



                                      175
<PAGE>

                            PRECISION DRILLING TRUST

                  PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
                         Six months ended June 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 PRECISION                                           PRO FORMA
                                                                 DRILLING                                            PRECISION
                                                                CORPORATION        ADJUSTMENTS        NOTE         DRILLING TRUST
                                                                -----------        -----------     ----------      --------------
                                                                                           ($ THOUSANDS)
<S>                                                              <C>               <C>             <C>             <C>
    Revenue................................................      $ 541,302          $     --                        $   541,302
    Expenses
      Operating............................................        291,113                --                            291,113
      General and administrative...........................         40,009               300        2(c)(vii)            45,326
                                                                                       5,017        2(c)(iii)
      Depreciation and amortization........................         33,173                --                             33,173
      Foreign exchange.....................................           (518)               --                               (518)
                                                                 ---------        ----------                          ---------
                                                                   363,777             5,317                            369,094
                                                                 ---------        ----------                          ---------
    Operating earnings.....................................        177,525            (5,317)                           172,208
    Interest
      Long-term debt.......................................         24,432           (23,925)        2(c)(vi)             2,307
                                                                                       1,800          2(c)(v)
      Other................................................             --            70,961         2(c)(iv)            70,961
      Income...............................................         (2,091)               --                             (2,091)
                                                                 ---------        ----------                          ---------
    Earnings from continuing operations before income
      taxes................................................        155,184           (54,153)                           101,031
    Income taxes
      Current..............................................         44,687             8,134         2(c)(vi)             1,520
                                                                                     (50,587)      2(c)(viii)
                                                                                        (102)       2(c)(vii)
                                                                                        (612)         2(c)(v)
      Future (reduction)...................................         12,908               312         2(c)(vi)           (10,907)
                                                                                     (24,127)        2(c)(iv)
                                                                 ---------        ----------                          ---------
                                                                    57,595           (66,982)                            (9,387)
                                                                 ---------        ----------                          ---------
    Earnings from continuing operations....................         97,589            12,829                            110,418
    Discontinued operations, net of tax....................         66,780           (18,113)        2(c)(ii)                --
                                                                                     (42,438)         2(c)(i)
                                                                                      (6,229)       2(c)(iii)
                                                                 ---------        ----------                          ---------
    Net earnings...........................................      $ 164,369        $  (53,951)                         $ 110,418
                                                                 =========        ==========                          =========
    Earnings per trust/partnership unit, diluted...........                                                           $    0.88
                                                                                                                      =========
</TABLE>



     SEE ACCOMPANYING NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.


                                      176
<PAGE>

                            PRECISION DRILLING TRUST

                  PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
                          Year ended December 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     PRECISION                                        PRO FORMA
                                                                     DRILLING                                         PRECISION
                                                                    CORPORATION       ADJUSTMENTS        NOTE       DRILLING TRUST
                                                                    -----------       -----------     -----------   --------------
                                                                                        ($ THOUSANDS)
<S>                                                               <C>                <C>              <C>           <C>
       Revenue................................................    $   1,028,488               --                      1,028,488
       Expenses
         Operating............................................          566,297               --                        566,297
         General and administrative...........................           64,149              300        2(b)(vii)        75,040
                                                                                          10,591        2(b)(iii)

         Depreciation and amortization........................           74,829               --                         74,829
         Foreign exchange.....................................           (8,100)              --                         (8,100)
                                                                     ----------      -----------                     ----------
                                                                        697,175           10,891                        708,066
                                                                     ----------      -----------                     ----------
       Operating earnings.....................................          331,313          (10,891)                       320,422
       Interest
         Long-term debt.......................................           46,575          (39,615)         2(b)(v)        10,560
                                                                                           3,600         2(b)(vi)
         Other................................................              246           70,961         2(b)(iv)        71,207
         Income...............................................             (541)              --                           (541)
       Gain on disposal of investments........................           (4,899)              --                         (4,899)
                                                                     ----------      -----------                     ----------
       Earnings from continuing operations before income
         taxes................................................          289,932          (45,837)                       244,095
       Income taxes
         Current..............................................           53,698           13,469          2(b)(v)         3,370
                                                                                         (62,471)      2(b)(viii)
                                                                                            (102)       2(b)(vii)
                                                                                          (1,224)        2(b)(vi)
         Future...............................................           48,103              559          2(b)(v)        24,535
                                                                                         (24,127)        2(b)(iv)
                                                                     ----------      -----------                     ----------
                                                                        101,801          (73,896)                        27,905
                                                                     ----------      -----------                     ----------
       Earnings from continuing operations....................          188,131           28,059                        216,190
       Discontinued operations, net of tax....................           59,273          (18,113)        2(b)(ii)            --
                                                                                         (30,664)         2(b)(i)
                                                                                         (10,496)       2(b)(iii)
                                                                     ----------      -----------                     ----------
       Net earnings (loss)....................................       $  247,404      $   (31,214)                    $  216,190
                                                                     ==========      ===========                     ==========
       Earnings per trust/partnership unit, diluted...........                                                       $     1.72
                                                                                                                     ==========
</TABLE>


     SEE ACCOMPANYING NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.


                                      177
<PAGE>

                            PRECISION DRILLING TRUST
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
            As at and for the six months ended June 30, 2005 and the
                          Year ended December 31, 2004
                            (in thousands of dollars)
                                   (Unaudited)

1.  BASIS OF PRESENTATION:

    On  September 29, 2005, Precision Drilling Trust (the "Trust"),  its General
        Partner,    Precision   Drilling   Corporation   ("Precision"   or   the
        "Corporation")  and 1195309 Alberta ULC  ("AcquisitionCo")  entered into
        the  Arrangement  Agreement  (the  "Arrangement").  The  purpose  of the
        transactions contemplated by the Arrangement is to convert Precision and
        its business from a corporate structure to an income trust structure and
        to facilitate payment to Precision Shareholders of shares of Weatherford
        International Ltd. ("Weatherford") owned by Precision and a Special Cash
        Payment.  The  Arrangement  will result in the current  Shareholders  of
        Precision  transferring  each of their  common  shares  to the  Trust or
        Precision  Drilling Limited  Partnership  ("PDLP") in exchange for Trust
        Units  or  Exchangeable  LP  Units  or,  in  certain  circumstances,   a
        combination of Trust Units and Exchangeable LP Units together with their
        pro rata share of the Weatherford Shares and Special Cash Payment.

    The accompanying  pro forma  consolidated  balance sheet as at June 30, 2005
        and the pro forma consolidated statements of earnings for the six months
        ended June 30, 2005 and for the year ended  December  31, 2004 have been
        prepared  by  management  of  the  Trust  in  accordance  with  Canadian
        generally accepted accounting principles.

    The pro forma  consolidated  balance  sheet  and the pro forma  consolidated
        statements  of earnings may not be  indicative of the results that would
        have occurred if the  transactions  had occurred and the Arrangement had
        been in effect on the dates  indicated or of the financial  results that
        may result in the future.

    The pro forma  consolidated  balance  sheet of the Trust as at June 30, 2005
        and the pro forma consolidated  statement of earnings for the six months
        ended June 30, 2005 and for the year ended  December  31, 2004 have been
        prepared  with  information  derived  from  the  consolidated  financial
        statements of Precision and the  adjustments  and  assumptions  outlined
        below. The accounting  policies used in the preparation of the pro forma
        consolidated  financial  statements  are those  disclosed in the audited
        consolidated financial statements of Precision.

    The pro  forma   consolidated   financial   statements  should  be  read  in
        conjunction  with the audited  consolidated  statements of Precision for
        the year ended December 31, 2004 and the unaudited interim  consolidated
        financial statements as at and for the six months ended June 30, 2005.

2.  (a) PRO FORMA CONSOLIDATED BALANCE SHEET OF THE TRUST:

    The pro forma  consolidated  balance sheet of the Trust, as at June 30, 2005
        has been  prepared  as if the  following  transactions,  which  occurred
        subsequent  to  June  30,  2005,  had  taken  place  on June  30,  2005.
        Adjustments include:

    (i) On August 31,  2005,  the  Corporation  received  $1,130  million and 26
        million  common  shares of  Weatherford  as  proceeds on the sale of its
        Energy  Services and  International  Contract  Drilling  divisions.  The
        closing  price of  Weatherford's  common  shares  on the New York  Stock
        Exchange on August 31 was US$67.71 and the Cdn $ / US $ exchange rate on
        that  date  was  $1.1889.  In  addition,  on  September  13,  2005,  the
        Corporation  received  $274  million  as  proceeds  on the  sale of CEDA
        International Corporation (CEDA). The estimated tax liability associated
        with the CEDA sale transaction  amounts to approximately  $19.4 million.
        The June 30, 2005 cash balances of the sold businesses amounted to $47.1
        million and the severance and transaction  costs related to the two sale
        transactions  are  estimated  to be  $27.4  million  with an  associated
        current tax benefit of $9.3 million.

    (ii)The  Corporation  has announced its intention to fully redeem all of its
        outstanding  debentures  consisting  of:  $200  million  6.85%  Series 1
        debentures,  $150 million 7.65% Series 2 debentures  and US$300  million
        5.625% debentures using the early redemption provisions available in the
        respective  indentures.  The early redemption  premium over par value is
        estimated  to be $71 million  with an  associated  future tax benefit of
        $24.1 million.

    (iii)The implementation of the Arrangement and the corporate  reorganization
         transactions  associated  therewith  will  result  in the  wind up of a
         partnership which previously  carried on the ongoing  businesses of the
         Trust.  This will result in the  accelerated  payment of  previous  tax
         deferrals in the amount of approximately $59 million.


                                      178
<PAGE>

    (iv) Share  purchase  options held by  employees of the Energy  Services and
         International  Contract  Drilling  Divisions  and of CEDA became  fully
         vested on  September  7, 2005.  At June 30,  2005,  the number of share
         purchase  options  held  by  these  employees  totaled  2,214,468.  The
         Corporation  assumed  that it  would  receive  $26.1  million  from the
         exercise of a portion of these  options and would pay out $39.5 million
         in  exchange  for  the  surrender  of the  remaining  options  with  an
         associated  current  tax benefit of $13.4  million  with the net of tax
         amount of $26.1 million reducing retained earnings. The cash pay out on
         the  surrender  of options  was  calculated  assuming a share  price of
         $60.0.  In  addition,  as a result of the  accelerated  vesting of some
         options,  the unrecognized  portion of stock based compensation of $6.2
         million  will be  included  in  contributed  surplus  thereby  reducing
         retained earnings.

    (v)  It is  proposed  that  as  part of the  Arrangement  shareholders  will
         receive for each common share of Precision one unit of the Trust, a pro
         rated share of 26 million common shares of Weatherford  and a pro rated
         share  of  $850  million  of  cash.  A  portion  of  the  value  of the
         Weatherford common shares and cash being exchanged for Precision common
         shares, amounting to $480 million is assumed to be a return of capital.

    (vi) Cash has been  decreased  by $3 million to record the costs  related to
         the Arrangement and related reorganization costs.

    (vii)Share purchase options held by employees  remaining with the Trust will
         become fully vested on completion of the Arrangement. At June 30, 2005,
         the number of share purchase  options held by these  employees  totaled
         3,637,110.  The Corporation assumed that it would receive $21.3 million
         from the exercise of a portion of these options and would pay out $92.4
         million for the surrender of the  remaining  options with an associated
         current  tax  benefit  of $31.4  million  with the net of tax amount of
         $61.0  million  reducing  retained  earnings.  The  cash pay out on the
         surrender of options was  calculated  assuming a share price of $60.00.
         It has  been  assumed  that  $47.1  million  of the  cash  paid  out on
         surrender  of options  would be used by the option  holder to  purchase
         1,346,558  trust units from  treasury at an assumed price of $35.00 per
         unit.  In  addition,  as a result of the  accelerated  vesting  of some
         options,  the unrecognized  portion of stock based compensation of $5.0
         million was charged to earnings  and  included in  contributed  surplus
         thereby reducing retained earnings.

    (viii) The  Corporation  assumed that it would draw $72 million on bank loan
         facilities to complete the Arrangement transactions.

    (ix) Contributed surplus arising from the amortization of values assigned to
         share purchase options at date of grant has been  reclassified to share
         capital for the portion  related to options  exercised  and the portion
         related to options  surrendered  for cash was  reclassified to retained
         earnings.

    (x)  The  transaction  assumes 5% or $43.5 million of the share capital will
         be exchanged for 6,139,206  Exchangeable  Partnership  Units, which are
         economically equivalent to the Trust units.

    (xi) In July 2005 the Corporation acquired all of the issued and outstanding
         shares of CASCA Electric Ltd. and CASCA Tech Inc. ("CASCA") for cash of
         $26.8  million.  CASCA  was sold as part of the CEDA  disposition.  The
         purchase price was allocated as follows:

               Current assets of discontinued operations........    $   10,204
               Assets of discontinued operations................        25,321
               Current liabilities of discontinued operations...        (8,725)
                                                                    ----------
                                                                    $   26,800
                                                                    ==========

2.  (b) PRO FORMA CONSOLIDATED  STATEMENT OF EARNINGS FOR THE YEAR ENDED
    DECEMBER 31, 2004:

    The pro forma consolidated statement of earnings for the year ended December
        31,  2004  has  been  prepared  as if the  transactions  which  occurred
        subsequent to December 31, 2004 and the proposed  Arrangement  had taken
        place on January 1, 2004. Adjustments include:

    (i) The sale of the Corporation's Energy Services and International Contract
        Drilling  divisions  and  CEDA,  which  were  previously  classified  as
        discontinued operations.

    (ii)Severance and transaction  costs  associated with the sale  transactions
        are estimated to be $27.4 million with an associated current tax benefit
        of $9.3 million.


                                      179
<PAGE>

    (iii)As  a  result  of  the  accelerated   vesting  of  some  options,   the
         unrecognized  portion of stock based  compensation  has been charged to
         earnings.  Of  the  $21.1  million  total,  $10.6  million  relates  to
         employees  remaining  with the  Trust  and  $10.5  million  related  to
         employees associated with discontinued operations.

    (iv) The assumed  redemption  of the  Corporation's  outstanding  debentures
         would be done at a premium to par value. This early redemption  premium
         is estimated to be $71 million with an associated future tax benefit of
         $24.1 million.

    (v)  The assumed  redemption  of the  Corporation's  outstanding  debentures
         would result in a reduction of interest  expense in the amount of $39.6
         million,   including   $1.6   million  of   deferred   financing   cost
         amortization.  This  reduction  would have an  associated  current  and
         future income tax cost of $13.5 million and $0.6 million, respectively.

    (vi) The additional $72 million of bank borrowings would result in estimated
         interest expense of $3.6 million with an associated current tax benefit
         of $1.2 million.

    (vii)In  conjunction  with the sale  transactions  and the proposed  plan of
         arrangement,  the  Corporation  will be  paying  retention  bonuses  to
         certain employees remaining with the Trust. These bonuses are estimated
         to be approximately $0.3 million with an associated current tax benefit
         of $0.1 million.

    (viii) Under the proposed trust  structure it is assumed that the Trust will
          not be  required  to pay  income  taxes as the Trust  intends  to make
          sufficient cash distributions to minimize income taxes. The Trust will
          be required to pay capital taxes which in the year ended  December 31,
          2004 amounted to $3.4 million.

2.  (c) PRO FORMA  CONSOLIDATED  STATEMENT  OF EARNINGS  FOR THE SIX MONTHS
    ENDED JUNE 30, 2005:

    The pro forma  consolidated  statement  of earnings for the six months ended
        June 30, 2005 has been prepared as if the  transactions  which  occurred
        subsequent  to June 30, 2005 and the proposed  plan of  arrangement  had
        taken place on January 1, 2005. Adjustments include:

    (i) The sale of the Corporation's Energy Services and International Contract
        Drilling  divisions  and  CEDA,  which  were  previously  classified  as
        discontinued operations.

    (ii)Severance and transaction  costs  associated with the sale  transactions
        are estimated to be $27.4 million with an associated current tax benefit
        of $9.3 million.

    (iii)As  a  result  of  the  accelerated   vesting  of  some  options,   the
         unrecognized  portion of stock based  compensation  has been charged to
         earnings. Of the $11.2 million total, $5.0 million relates to employees
         remaining  with  the  Trust  and  $6.2  million  related  to  employees
         associated with discontinued operations.

    (iv) The assumed  redemption  of the  Corporation's  outstanding  debentures
         would be done at a premium to par value. This early redemption  premium
         is estimated to be $71 million with an associated future tax benefit of
         $24.1 million.

    (v)  The additional $72 million of bank borrowings would result in estimated
         interest expense of $1.8 million with an associated current tax benefit
         of $0.6 million.

    (vi) The assumed  redemption  of the  Corporation's  outstanding  debentures
         would result in a reduction of interest  expense in the amount of $23.9
         million,   including   $0.9   million  of   deferred   financing   cost
         amortization.  This  reduction  would have an  associated  current  and
         future   income  tax  benefit  of  $8.1   million  and  $0.3   million,
         respectively.

    (vii)In  conjunction  with the sale  transactions  and the proposed  plan of
         arrangement,  the  Corporation  will be  paying  retention  bonuses  to
         certain employees remaining with the Trust. These bonuses are estimated
         to be approximately $0.3 million with an associated current tax benefit
         of $0.1 million.

    (viii) Under the proposed  income tax structure it is assumed that the Trust
          will not be required to pay income taxes as the Trust  intends to make
          sufficient cash distributions to minimize income taxes. The Trust will
          be required to pay  capital  taxes which in the six months  ended June
          30, 2005 amounted to $1.5 million.

3.  PRO FORMA TRUST UNITS

    Under the  Arrangement,  the Trust will issue one Trust unit in exchange for
        every  one  common  share  of  the  Corporation,   or  one  Exchangeable
        Partnership  unit  in  exchange  for  every  one  common  share  of  the


                                      180
<PAGE>

        Corporation  up to a maximum of 5% of the total number of common  shares
        outstanding.  For  purposes  of the  pro  forma  consolidated  financial
        statements it is assumed that all 6,139,206  Limited  Partnership  units
        are issued.  The number of pro forma Trust  units  outstanding  has been
        calculated as follows:

                 June 30, 2005 shares outstanding.......      122,784,126
                 Options exercised......................        1,565,734
                 Units sold to option holders...........        1,346,558
                                                             ------------
                                                              125,696,418
                 Less Exchangeable Partnership units....       (6,139,206)
                                                             ------------
                 Total Pro Forma Trust units............      119,557,212
                                                             ============





                                      181
<PAGE>


                                   APPENDIX H

                             SECTION 191 OF THE ABCA






                                      182
<PAGE>

             SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

    PURSUANT TO THE INTERIM ORDER, REGISTERED  SECURITYHOLDERS HAVE THE RIGHT TO
DISSENT IN RESPECT OF THE ARRANGEMENT. SUCH RIGHT OF DISSENT IS DESCRIBED IN THE
INFORMATION  CIRCULAR.  THE FULL  TEXT OF  SECTION  191 OF THE ABCA IS SET FORTH
BELOW.  NOTE THAT CERTAIN  PROVISIONS  OF SUCH SECTION HAVE BEEN MODIFIED BY THE
INTERIM ORDER,  WHICH IS ATTACHED TO THE INFORMATION  CIRCULAR AS APPENDIX B AND
PURSUANT  TO THE PLAN OF  ARRANGEMENT,  WHICH  IS  ATTACHED  TO THE  INFORMATION
CIRCULAR AS SCHEDULE A TO APPENDIX C.

    "191(1) Subject to sections  192 and 242, a holder of shares of any class of
        a corporation may dissent if the corporation resolves to

    (a)  amend its articles  under  section 173 or 174 to add,  change or remove
         any  provisions  restricting or  constraining  the issue or transfer of
         shares of that class,

    (b)  amend its  articles  under  section  173 to add,  change or remove  any
         restrictions  on the business or businesses  that the  corporation  may
         carry on,

    (c)  amalgamate with another  corporation,  otherwise than under section 184
         or 187,

    (d)  be continued under the laws of another  jurisdiction under section 189,
         or

    (e)  sell,  lease or exchange all or  substantially  all its property  under
         section 190.

    (2)  A holder of shares  of any class or series of shares  entitled  to vote
         under  section 176,  other than section  176(1)(a),  may dissent if the
         corporation  resolves to amend its  articles in a manner  described  in
         that section.

    (3)  In addition to any other right the shareholder may have, but subject to
         subsection  (20), a shareholder  entitled to dissent under this section
         and who  complies  with  this  section  is  entitled  to be paid by the
         corporation  the fair value of the shares  held by the  shareholder  in
         respect of which the shareholder  dissents,  determined as of the close
         of  business  on the last  business  day  before  the day on which  the
         resolution from which the shareholder dissents was adopted.

    (4)  A dissenting shareholder may only claim under this section with respect
         to all the  shares of a class held by the  shareholder  or on behalf of
         any one  beneficial  owner and registered in the name of the dissenting
         shareholder.

    (5)  A  dissenting  shareholder  shall  send to the  corporation  a  written
         objection to a resolution referred to in subsection (1) or (2)

    (a)  at or before any meeting of  shareholders at which the resolution is to
         be voted on, or

    (b)  if the  corporation  did not  send  notice  to the  shareholder  of the
         purpose of the meeting or of the shareholder's right to dissent, within
         a reasonable time after the shareholder  learns that the resolution was
         adopted and of the shareholder's right to dissent.

    (6)  An application may be made to the Court by originating notice after the
         adoption of a resolution referred to in subsection (1) or (2),

    (a)  by the corporation, or

    (b)  by a  shareholder  if the  shareholder  has  sent an  objection  to the
         corporation under subsection (5),

    to fix the fair value in accordance  with  subsection (3) of the shares of a
    shareholder who dissents under this section.

    (7)  If an application is made under subsection (6), the corporation  shall,
         unless the Court otherwise orders, send to each dissenting  shareholder
         a written  offer to pay the  shareholder  an amount  considered  by the
         directors to be the fair value of the shares.

    (8)  Unless the Court otherwise  orders,  an offer referred to in subsection
         (7) shall be sent to each dissenting shareholder

    (a)  at  least  10  days  before  the  date  on  which  the  application  is
         returnable, if the corporation is the applicant, or


                                      183
<PAGE>

    (b)  within 10 days  after  the  corporation  is  served  with a copy of the
         originating notice, if a shareholder is the applicant.

    (9)  Every offer made under subsection (7) shall

    (a)  be made on the same terms, and

    (b)  contain or be accompanied  with a statement  showing how the fair value
         was determined.

    (10) A dissenting shareholder may make an agreement with the corporation for
         the purchase of the  shareholder's  shares by the  corporation,  in the
         amount of the corporation's offer under subsection (7) or otherwise, at
         any time before the Court  pronounces an order fixing the fair value of
         the shares.

    (11) A dissenting shareholder

    (a)  is not required to give security for costs in respect of an application
         under subsection (6), and

    (b)  except in special  circumstances  must not be required to pay the costs
         of the application or appraisal.

    (12) In connection with an application  under  subsection (6), the Court may
         give directions for

    (a)  joining as parties all  dissenting  shareholders  whose shares have not
         been  purchased  by the  corporation  and  for  the  representation  of
         dissenting  shareholders  who, in the opinion of the Court, are in need
         of representation,

    (b)  the trial of issues and interlocutory matters,  including pleadings and
         examinations for discovery,

    (c)  the payment to the shareholder of all or part of the sum offered by the
         corporation for the shares,

    (d)  the  deposit  of the  share  certificates  with  the  Court or with the
         corporation or its transfer agent,

    (e)  the  appointment  and  payment  of  independent  appraisers,   and  the
         procedures to be followed by them,

    (f)  the service of documents, and

    (g)  the burden of proof on the parties.

    (13) On an application under subsection (6), the Court shall make an order

    (a)  fixing the fair value of the shares in accordance  with  subsection (3)
         of all dissenting shareholders who are parties to the application,

    (b)  giving judgment in that amount against the corporation and in favour of
         each of those dissenting shareholders, and

    (c)  fixing the time within which the corporation  must pay that amount to a
         shareholder.

    (14) On

    (a)  the  action  approved  by the  resolution  from  which the  shareholder
         dissents becoming effective,

    (b)  the  making  of  an  agreement   under   subsection  (10)  between  the
         corporation and the dissenting shareholder as to the payment to be made
         by  the  corporation  for  the  shareholder's  shares,  whether  by the
         acceptance  of  the   corporation's   offer  under  subsection  (7)  or
         otherwise, or

    (c)  the pronouncement of an order under subsection (13),



                                      184
<PAGE>

    whichever  first  occurs,  the  shareholder  ceases to have any  rights as a
         shareholder  other  than the  right  to be paid  the fair  value of the
         shareholder's  shares in the amount  agreed to between the  corporation
         and the  shareholder or in the amount of the judgment,  as the case may
         be.

    (15) Subsection  (14)(a)  does not  apply to a  shareholder  referred  to in
         subsection (5)(b).

    (16) Until one of the events mentioned in subsection (14) occurs,

    (a)  the shareholder may withdraw the shareholder's dissent, or

    (b)  the corporation may rescind the resolution,

    and in either event proceedings under this section shall be discontinued.

    (17) The Court may in its discretion  allow a reasonable rate of interest on
         the amount  payable to each  dissenting  shareholder,  from the date on
         which the  shareholder  ceases to have any rights as a  shareholder  by
         reason of subsection (14) until the date of payment.

    (18) If subsection (20) applies, the corporation shall, within 10 days after

    (a)  the pronouncement of an order under subsection (13), or

    (b)  the making of an agreement  between the shareholder and the corporation
         as to the payment to be made for the shareholder's shares,

    notify  each  dissenting  shareholder  that  it is  unable  lawfully  to pay
    dissenting shareholders for their shares.

    (19) Notwithstanding  that  a  judgment  has  been  given  in  favour  of  a
         dissenting  shareholder  under subsection  (13)(b),  if subsection (20)
         applies, the dissenting shareholder, by written notice delivered to the
         corporation  within 30 days after receiving the notice under subsection
         (18), may withdraw the shareholder's notice of objection, in which case
         the  corporation  is  deemed  to  consent  to the  withdrawal  and  the
         shareholder  is  reinstated  to  the  shareholder's  full  rights  as a
         shareholder,  failing  which  the  shareholder  retains  a status  as a
         claimant against the corporation, to be paid as soon as the corporation
         is  lawfully  able  to  do  so  or,  in a  liquidation,  to  be  ranked
         subordinate  to the  rights  of  creditors  of the  corporation  but in
         priority to its shareholders.

    (20) A  corporation  shall not make a payment  to a  dissenting  shareholder
         under this section if there are reasonable grounds for believing that

    (a)  the  corporation  is or would  after the  payment  be unable to pay its
         liabilities as they become due, or

    (b)  the realizable value of the corporation's assets would by reason of the
         payment be less than the aggregate of its  liabilities."

                         PLEASE DIRECT ALL INQUIRIES TO:

                                     (LOGO)

                               100 University Ave.
                            11th Floor -- South Tower
                                Toronto, Ontario
                                     M5J 2Y1

                                Toll Free Number:
                                 1-866-430-2001


                                      185

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>ex-5form6k_100405.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
                                                                       EXHIBIT 5
                                                                       ---------


THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS FOR USE ONLY IN CONJUNCTION WITH
THE PLAN OF ARRANGEMENT  INVOLVING  PRECISION  DRILLING  CORPORATION,  PRECISION
DRILLING TRUST,  PRECISION DRILLING LIMITED  PARTNERSHIP,  1194312 ALBERTA LTD.,
1195309 ALBERTA ULC,  CERTAIN DIRECT AND INDIRECT  WHOLLY-OWNED  SUBSIDIARIES OF
PRECISION  DRILLING  CORPORATION AND THE  SECURITYHOLDERS  OF PRECISION DRILLING
CORPORATION

                     LETTER OF TRANSMITTAL AND ELECTION FORM

                          FOR HOLDERS OF COMMON SHARES
                                       OF
                         PRECISION DRILLING CORPORATION

PLEASE READ THE  INSTRUCTIONS  SET OUT BELOW  CAREFULLY  BEFORE  COMPLETING THIS
LETTER OF TRANSMITTAL AND ELECTION FORM.

TO:        PRECISION DRILLING CORPORATION

AND TO:    PRECISION DRILLING TRUST

AND TO:    PRECISION DRILLING LIMITED PARTNERSHIP

AND TO:    COMPUTERSHARE INVESTOR SERVICES INC., AS DEPOSITORY

This Letter of  Transmittal  and Election Form (the "LETTER OF  TRANSMITTAL  AND
ELECTION  FORM") is for use by holders of common  shares  ("COMMON  SHARES")  of
Precision   Drilling   Corporation   ("PRECISION")   (referred   to   herein  as
"SHAREHOLDERS") in connection with the proposed  arrangement (the "ARRANGEMENT")
involving Precision,  Precision Drilling Trust (the "TRUST"), Precision Drilling
Limited  Partnership  ("PDLP"),  1194312  Alberta Ltd. (the "GENERAL  PARTNER"),
1195309 Alberta ULC ("ACQUISITIONCO"),  certain direct and indirect wholly-owned
subsidiaries of Precision,  the  Shareholders  and holders of options to acquire
Common Shares  pursuant to an  Arrangement  Agreement  dated as of September 29,
2005,  a copy of which is  attached as  Appendix C to the  Information  Circular
("INFORMATION CIRCULAR") of Precision dated October 3, 2005.

Pursuant  to the  Arrangement,  Shareholders  will be  entitled  to  receive  in
exchange  for each  Common  Share held (i) one Trust Unit,  (ii) their  pro-rata
share of the  Weatherford  Shares and (iii) their  pro-rata share of the Special
Cash Payment.  Taxable  shareholders  resident in Canada for the purposes of the
INCOME TAX ACT (Canada) (the "TAX ACT") are  alternatively  entitled to receive,
for each Common Share held,  their pro-rata share of the Weatherford  Shares and
the Special Cash Payment and to elect to receive  Exchangeable LP Units that are
exchangeable  without  further  consideration  into Trust Units on a one-for-one
basis.  There are,  however,  a maximum number of Exchangeable LP Units issuable
under the  Arrangement  and, if elections for  Exchangeable  LP Units exceed the
maximum number  available,  the  Exchangeable  LP Units will be pro-rated  among
those electing.

Non-resident  and  tax-exempt  shareholders  are  eligible to receive only Trust
Units and their  pro-rata share of the  Weatherford  Shares and the Special Cash
Payment in exchange for their Common Shares.

CAPITALIZED  TERMS  USED BUT NOT  DEFINED  IN THIS  LETTER  OF  TRANSMITTAL  AND
ELECTION FORM SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE INFORMATION CIRCULAR.

The undersigned delivers to you the enclosed certificate(s)  representing Common
Shares to be exchanged  pursuant to the within  election in accordance  with the
Plan described in the Information Circular.

<PAGE>
                                        2

<TABLE>
<CAPTION>
_____________________________________________________________________________________________

                         DESCRIPTION OF CERTIFICATES DEPOSITED
______________________ ____________________________________________ _________________________
                                                                     NUMBER OF COMMON SHARES
CERTIFICATE NUMBER(S)   NAME IN WHICH COMMON SHARES ARE REGISTERED        AS APPLICABLE
______________________ ____________________________________________ _________________________
<S>                    <C>                                          <C>

______________________ ____________________________________________ _________________________

______________________ ____________________________________________ _________________________

______________________ ____________________________________________ _________________________

                                                             TOTAL:__________________________
</TABLE>

      (IF SPACE IS NOT SUFFICIENT, PLEASE ATTACH A LIST IN THE ABOVE FORM)

________________________________________________________________________________

                                    ELECTION


Pursuant to the  Arrangement,  the  undersigned  holder of Common  Shares hereby
elects to receive on completion of the Arrangement  (PLEASE CHECK ONE OR BOTH OF
THE  FOLLOWING  OPTIONS,  AND INDICATE THE NUMBER OF COMMON SHARES FOR WHICH YOU
ARE  MAKING  THAT  ELECTION  AND IF YOU  CHECK  OPTION  B,  PLEASE  PROVIDE  THE
INFORMATION REQUIRED IN BOXES D AND E):

  [_]    OPTION A - TRUST UNIT CONSIDERATION - one Trust Unit and pro-rata share
       of Weatherford Shares and Special  Cash Payment for  every  Common  Share
       deposited by the undersigned hereunder;

                                     _______________________
                                     Number of Common Shares
             AND/OR

  [_]    OPTION B - EXCHANGEABLE LP UNIT CONSIDERATION - Exchangeable  LP  Units
       and  pro-rata  share of Weatherford  Shares  and Special Cash Payment for
       every Common Share deposited by the undersigned hereunder.

                                     _______________________
                                     Number of Common Shares

IF YOU  SELECT  OPTION  B YOU  MUST  COMPLETE  BOXES D AND E OF THIS  LETTER  OF
TRANSMITTAL AND ELECTION FORM.

NON-RESIDENT AND TAX-EXEMPT SHAREHOLDERS MUST ONLY SELECT OPTION A.

THE AGGREGATE NUMBER OF COMMON SHARES ATTRIBUTED TO THE ELECTIONS MUST EQUAL THE
TOTAL NUMBER OF COMMON SHARES DEPOSITED.

________________________________________________________________________________

WHERE NO  ELECTION  IS MADE OR WHERE THE  ELECTION  IS NOT  PROPERLY  MADE,  THE
DEPOSITING SHAREHOLDERS, WHO ARE NOT DISSENTING SHAREHOLDERS,  WILL BE DEEMED TO
HAVE ELECTED TO RECEIVE ON COMPLETION OF THE  ARRANGEMENT  OPTION A - TRUST UNIT
CONSIDERATION  FOR  ALL OF  THE  COMMON  SHARES  DEPOSITED  BY  THE  UNDERSIGNED
HEREUNDER.

HOLDERS  OF COMMON  SHARES ARE URGED TO  CONSULT  THEIR TAX  ADVISOR AS TO THEIR
ELECTION.

MAXIMUM LIMIT OF EXCHANGEABLE LP UNITS

If the Electing  Eligible  Shareholders  elect pursuant to Option B to take more
Exchangeable  LP Units  than the  Exchangeable  LP Unit  Limit,  the  number  of
Exchangeable LP Units to be issued to Electing  Eligible  Shareholders  shall be
reduced rateably on the basis more  particularly set for in paragraph (g) of the
Plan,  and Electing  Eligible  Shareholders  will receive Trust Units in lieu of
Exchangeable LP Units to the extent that Exchangeable LP Units are requested but
not provided due to that pro-rationing.

INFORMATION FOR ELIGIBLE SHAREHOLDERS WHO ELECT TO RECEIVE EXCHANGEABLE LP UNITS

By checking Box D under the heading  "EXCHANGEABLE  LP UNIT  CERTIFICATION"  and
completing Box E under the heading  "ADJUSTED COST BASE", the  undersigned:  (i)
represents that the undersigned is a Resident; (ii) represents that

<PAGE>
                                        3


the undersigned is not a Tax-Exempt;  (iii)  acknowledges  that attached to this
Letter of Transmittal  and Election Form as Schedule "A" is the  appropriate tax
election under subsection 97(2) of the Tax Act; (iv) will send two (2) copies of
the tax  election  attached as Schedule  "A" to this Letter of  Transmittal  and
Election Form,  duly completed and executed in its capacity as the  "transferor"
thereunder,  to PDLP so that  they are  received  by PDLP no later  than 90 days
following the Effective Date; and (v)  acknowledges  that none of the addressees
above (A) has made any representation as to the tax or other consequences of the
Option B  election,  or (B) bears any  responsibility  for the  completeness  or
accuracy of any form to be filed with any  governmental  authority in respect of
this election or for the timely filing of such form  (including  any late filing
penalties).  With the  exception of execution of the tax election and the filing
of such tax  election  with the  Canada  Revenue  Agency  within 120 days of the
Effective  Date  (provided  that  the   undersigned   otherwise   complies  with
subparagraph  (iv)  above),  compliance  with the  requirements  for  valid  tax
elections will be the sole responsibility of the Eligible Shareholder making the
election. Accordingly, Precision, the Trust, PDLP and the Depository will not be
responsible  or liable  for taxes,  interest,  penalties,  damages  or  expenses
resulting  from the  failure of anyone to  properly  complete  any  election  or
properly file it within the time prescribed and in the form prescribed under the
Tax  Act (or the  corresponding  provisions  of any  applicable  provincial  tax
legislation).

Eligible  Shareholders are cautioned that the use of such an election may not be
appropriate  for all  Eligible  Shareholders.  No opinion has been  requested or
obtained  by  Precision,  PDLP or the Trust as to the tax  consequences  of such
election to a particular Eligible Shareholder and none of Precision, PDLP or the
Trust is providing  any  representation  as to the tax  consequences  of such an
election.  Eligible  Shareholders  are urged to consult  their own legal and tax
advisors with respect to the  consequences  (tax and otherwise)  associated with
electing this alternative.

Unless  otherwise  indicated under Special  Delivery  Instructions on page 5 (in
which case delivery should be made in accordance with those  instructions),  the
certificates for Trust Units,  Exchangeable LP Units and Weatherford  Shares, as
applicable,  to which the  undersigned  is  entitled  will be  forwarded  to the
undersigned,  together with a cheque  representing  the  undersigned's  pro-rata
share of the Special Cash Payment,  at the address specified below the signature
of the undersigned (or if no such address or delivery  instructions are made, to
the latest address of record on Precision's share register).  If the Arrangement
is not  completed  and the  Arrangement  Agreement  is  terminated  or Precision
terminates its  obligations  thereunder  pursuant to its terms,  the undersigned
directs the Depository to return the enclosed  certificate(s) in accordance with
the instructions in the preceding sentence.

NON-REGISTERED  HOLDERS OF COMMON  SHARES  SHOULD  CONTACT  THEIR  NOMINEE (I.E.
BROKER, TRUST COMPANY, BANK OR OTHER REGISTERED HOLDER) WHICH HOLDS THEIR COMMON
SHARE CERTIFICATES ON THEIR BEHALF TO ARRANGE FOR THEIR EXCHANGE.

No fractions of  Exchangeable  LP Units or Weatherford  Shares will be issued in
exchange  for  Common  Shares  pursuant  to  the  Arrangement.  In  lieu  of any
fractional   Exchangeable  LP  Units  or  Weatherford  Shares,  each  registered
Shareholder  otherwise  entitled  to a fraction  of an  Exchangeable  LP Unit or
Weatherford  Share  will have such  entitlement  rounded  to the  nearest  whole
number.  If more than one  certificate  formerly  representing  Common Shares is
surrendered  for the  account of the same  holder,  the  number of Trust  Units,
Exchangeable LP Units and Weatherford Shares, as the case may be, for which such
certificates  have  been  surrendered  shall  be  computed  on the  basis of the
aggregate number of Common Shares represented by the certificates surrendered.

The undersigned:

1.       represents and warrants that the  undersigned is the legal owner of the
         above listed Common Shares, has good title to the rights represented by
         the above mentioned certificates, free and clear of all liens, charges,
         encumbrances,  claims and  equities  and  together  with all rights and
         benefits,   and  has  full  power  and   authority   to  deliver   such
         certificates;

2.       represents  and warrants  that the  information  provided  hereunder is
         true, accurate and complete as of the date hereof;

3.       represents  and  warrants  that  the  certificate(s)  described  below,
         together with any other  certificates  submitted with a separate Letter
         of   Transmittal   and  Election  Form  as  required  by  the  attached
         instructions,  represents  all  of  the  Common  Shares  owned  by  the
         undersigned;

4.       acknowledges receipt of the Information Circular dated October 3, 2005;

<PAGE>
                                        4


5.       represents  and  warrants  that  the  undersigned  has full  power  and
         authority to make the elections herein and unless the undersigned shall
         have revoked this election by notice in writing given to the Depository
         not later than 5:00 p.m.  (Calgary time) on the Election  Deadline,  as
         defined in Instruction 1, the undersigned will not, prior to such time,
         transfer or permit to be transferred any of such Common Shares;

6.       directs the  Depository to issue or cause to be issued the Trust Units,
         Exchangeable  LP Units and Weatherford  Shares,  as the case may be, to
         which the  undersigned  is  entitled,  together  with a cheque  (net of
         applicable  withholding  tax, if any)  representing  the  undersigned's
         pro-rata  share of the Special Cash Payment to the  undersigned  in the
         name  indicated  below,  and to send the Trust Units,  Exchangeable  LP
         Units and  Weatherford  Shares,  as the case may be, and such cheque to
         the address,  or hold the same for pick-up, as indicated in this Letter
         of Transmittal  and Election Form,  unless  otherwise  indicated  under
         Special Registration  Instructions and Special Delivery Instructions on
         page 5;

7.       covenants  and  agrees  to  execute,   upon  request,   any  additional
         documents,  transfers  and  other  assurances  as may be  necessary  or
         desirable  to  complete  the  exchange of  certificate(s)  representing
         Common Shares for certificates  representing Trust Units,  Exchangeable
         LP Units  and  Weatherford  Shares,  as the case may be,  to which  the
         undersigned  is entitled,  and a cheque (net of applicable  withholding
         tax,  if any)  representing  the  undersigned's  pro-rata  share of the
         Special Cash Payment;

8.       acknowledges that all authority  conferred or agreed to be conferred by
         the  undersigned  herein may be exercised  during any subsequent  legal
         incapacity  of  the   undersigned   and  shall  survive  the  death  or
         incapacity,  bankruptcy  or  insolvency  of  the  undersigned  and  all
         obligations of the undersigned herein; and

9.       if applicable,  authorizes the General  Partner,  as general partner of
         PDLP, to execute the appropriate tax election under subsection 97(2) of
         the Tax Act on behalf of each person who is a member of PDLP.



<PAGE>
                                        5

<TABLE>
<CAPTION>
______________________________________________________       ___________________________________________________
<S>                                                          <C>
                         BOX A                                                       BOX B
           SPECIAL REGISTRATION INSTRUCTIONS                             SPECIAL DELIVERY INSTRUCTIONS
                  (SEE INSTRUCTION 4)                                         (SEE INSTRUCTION 4)

To be completed only if the certificates for the Trust      To be  completed  only if the  certificates  for the
Units,  Exchangeable LP Units and Weatherford  Shares,      Trust Units,  Exchangeable  LP Units and Weatherford
as the  case  may be,  to  which  the  undersigned  is      Shares, as the case may be, to which the undersigned
entitled,  together with the cheque  representing  the      is entitled,  together with the cheque  representing
undersigned's  pro-rata  share  of  the  Special  Cash      the undersigned's pro-rata share of the Special Cash
Payment,  are  NOT to be  issued  in the  name  of the      Payment,  are to be  sent  to a name  or an  address
undersigned.                                                other than the name and  address of the  undersigned
                                                             specified below the signature of the undersigned.

In the Name of:_______________________________________       In the Name of:____________________________________
                  (please print)                                               (please print)

Address:______________________________________________       Address:___________________________________________

______________________________________________________       ___________________________________________________

______________________________________________________       ___________________________________________________
(include postal or zip code)                                 (include postal or zip code)

SIN/TIN:______________________________________________

______________________________________________________
Telephone Number (during business hours)
______________________________________________________       ___________________________________________________

______________________________________________________       ___________________________________________________

                         BOX C                                                       BOX D
                    HOLD FOR PICK-UP                                         EXCHANGEABLE LP UNIT
                  (SEE INSTRUCTION 4)                                            CERTIFICATION

[_]  Check  here if the  certificates  for  the  Trust       The Shareholder certifies that the Shareholder:
     Units,  Exchangeable  LP  Units  and  Weatherford
     Shares,   as  the  case  may  be,  to  which  the
     undersigned is entitled, together with the cheque       [_]  is a Resident; and
     representing the undersigned's  pro-rata share of
     the  Special  Cash  Payment,  are to be held  for       [_]  is not exempt from tax under Part I of the Tax
     pick-up at the office of the  Depository at which            Act.
     this Letter of  Transmittal  and Election Form is
     deposited.                                              ANY SHAREHOLDER  FAILING TO CHECK BOTH OF THE ABOVE
                                                             BOXES  WILL BE DEEMED TO HAVE  ELECTED  TO  RECEIVE
                                                             OPTION A - TRUST UNIT CONSIDERATION PURSUANT TO THE
                                                             ARRANGEMENT.
______________________________________________________       ___________________________________________________

________________________________________________________________________________________________________________

                                                       BOX E
                                                 ADJUSTED COST BASE
                                       (ONLY REQUIRED IF OPTION B IS CHOSEN)

The  adjusted  cost  base of the  Common  Shares  deposited  by the Shareholder hereunder pursuant to Option B -
Exchangeable LP Unit Consideration is: $ _______________________.

Number of Exchangeable LP Units requested: ___________________.
________________________________________________________________________________________________________________
</TABLE>

<PAGE>
                                        6

<TABLE>
<CAPTION>
________________________________________________________________________________________________________________

                                                       BOX F
                                              DECLARATION OF RESIDENCY

In accordance with the Tax Act, the Shareholder certifies that the Shareholder is a resident of:

      [_]    Canada

      [_]    United States of America

      [_]    Other Country _______________________________________ (please specify)

________________________________________________________________________________________________________________
<S>                                                        <C>

Signature guaranteed by (if required under item 6 of the     Dated: _________________________, 2005
Instructions):


_____________________________________________              _____________________________________________________
Authorized Signature                                       Signature of Shareholder or Authorized
                                                           Representative (see items 5 and 7 of the
                                                           Instructions)

_____________________________________________              _____________________________________________________
Name of Guarantor (please print or type)                   Address of Shareholder


_____________________________________________              _____________________________________________________
Address of Guarantor (please print or type)


_____________________________________________              _____________________________________________________
                                                           Telephone Number of Shareholder


                                                           _____________________________________________________
                                                           Facsimile Number of Shareholder


                                                           _____________________________________________________
                                                           Social Insurance Number or U.S. Resident Taxpayer
                                                           Identification Number of Shareholder (must be
                                                           provided)

                                                           _____________________________________________________
                                                           Name of Shareholder (please print or type)

                                                           _____________________________________________________
                                                           Name of Authorized Representative, if applicable
                                                           (please print or type)
</TABLE>

<PAGE>
                                        7


                                  INSTRUCTIONS
1.       ELECTIONS

         To  receive  Trust  Unit  Consideration  or the  Exchangeable  LP  Unit
         Consideration,   holders  of  Common   Shares  must  deposit  with  the
         Depository (at the address specified on the back page of this document)
         on or before  5:00 p.m.  (Calgary  time) on October 27, 2005 or, if the
         Meeting  is  adjourned  or  postponed,  such time on the second to last
         Business  Day  immediately  preceding  the  date of such  adjourned  or
         postponed Meeting (the "ELECTION DEADLINE"), a duly completed Letter of
         Transmittal  and Election Form indicating the election to receive Trust
         Unit  Consideration or the Exchangeable LP Unit Consideration for their
         Common  Shares,  together with the  certificate(s)  representing  those
         Common Shares.

         WHERE NO ELECTION IS MADE OR WHERE THE ELECTION IS NOT  PROPERLY  MADE,
         THE  DEPOSITING  HOLDERS  OF  COMMON  SHARES,  WHO ARE  NOT  DISSENTING
         SHAREHOLDERS,  WILL BE DEEMED TO HAVE ELECTED TO RECEIVE ON  COMPLETION
         OF THE ARRANGEMENT  OPTION A - TRUST UNIT  CONSIDERATION FOR ALL OF THE
         COMMON SHARES DEPOSITED BY THE UNDERSIGNED HEREUNDER. HOLDERS OF COMMON
         SHARES ARE URGED TO CONSULT THEIR TAX ADVISOR AS TO THEIR ELECTION.

         If the Electing  Eligible  Shareholders  elect  pursuant to Option B to
         take more  Exchangeable  LP Units than the  Exchangeable LP Unit Limit,
         the number of Exchangeable  LP Units to be issued to Electing  Eligible
         Shareholders  shall be reduced rateably on the basis more  particularly
         set for in paragraph (g) of the Plan and Electing Eligible Shareholders
         will receive Trust Units in lieu of Exchangeable LP Units to the extent
         that  Exchangeable  LP Units are requested but not provided due to that
         pro-rationing.

         HOLDERS OF COMMON SHARES WHO ARE NOT DISSENTING SHAREHOLDERS AND WHO DO
         NOT DEPOSIT WITH THE DEPOSITORY A DULY COMPLETED  LETTER OF TRANSMITTAL
         AND ELECTION FORM ON OR BEFORE THE ELECTION DEADLINE AND OTHERWISE FAIL
         TO FULLY COMPLY WITH THE  REQUIREMENTS OF THE LETTER OF TRANSMITTAL AND
         ELECTION  FORM AND THESE  INSTRUCTIONS  IN  RESPECT OF AN  ELECTION  TO
         RECEIVE  EXCHANGEABLE  LP UNIT  CONSIDERATION  WILL BE  DEEMED  TO HAVE
         ELECTED TO  RECEIVE ON  COMPLETION  OF THE  ARRANGEMENT  THE TRUST UNIT
         CONSIDERATION FOR THEIR COMMON SHARES.

2.       NON-RESIDENT OR TAX-EXEMPT SHAREHOLDERS

         Holders of Common Shares who are not resident in Canada for purposes of
         the Tax Act or who are  exempt  from  tax  under  Part I of the Tax Act
         cannot  elect  Option B -  Exchangeable  LP Unit  Consideration.  Those
         Shareholders  may only receive Trust Units and their  pro-rata share of
         the  Weatherford  Shares and Special  Cash  Payment.  Holders of Common
         Shares who are not  resident  in Canada for  purposes of the Tax Act or
         who are exempt from tax under Part I of the Tax Act must  complete  the
         Letter of Transmittal and Election Form and enclose the  certificate(s)
         representing  their Common  Shares in order to receive  Trust Units and
         their  pro-rata  share  of the  Weatherford  Shares  and  Special  Cash
         Payment.

3.       USE OF LETTER OF TRANSMITTAL AND ELECTION FORM

         (a)      This Letter of  Transmittal  and Election  Form (or a manually
                  executed  copy  hereof)  properly   completed  and  signed  as
                  required by the  instructions  set forth below,  together with
                  accompanying  certificates  representing the Common Shares and
                  all other documents required by the terms of the Plan and this
                  Letter of  Transmittal  and Election  Form must be received by
                  the  Depository  at the office  specified  on the back page of
                  this document.

         (b)      The method  used to deliver  this  Letter of  Transmittal  and
                  Election Form and any accompanying  certificates  representing
                  Common  Shares  and all  other  required  documents  is at the
                  option  and  risk  of the  person  depositing  the  same,  and
                  delivery will be deemed effective only when such documents are
                  actually  received.  It  is  recommended  that  the  necessary
                  documentation  be hand  delivered to the  Depository at any of
                  their offices specified on the back page of this document, and
                  a receipt obtained.  However, if such documents are mailed, it
                  is recommended  that  registered  mail be used and that proper
                  insurance be obtained.  Shareholders  whose Common  Shares are
                  registered  in the  name of a  nominee  should  contact  their
                  stockbroker,  investment dealer,  bank, trust company or other
                  nominee for assistance in depositing those Common Shares.

<PAGE>
                                        8


4.       REGISTRATION AND DELIVERY INSTRUCTIONS

         The  box  entitled  "Special   Registration   Instructions"  should  be
         completed  if the  certificates  for the Trust Units,  Exchangeable  LP
         Units and Weatherford  Shares, as the case may be, and the cheque to be
         issued  pursuant to the  Arrangement  are to be issued in the name of a
         person  other than the person  signing  the Letter of  Transmittal  and
         Election Form. The boxes entitled "Special  Delivery  Instructions" and
         "Hold  for  Pick-up",  as  applicable,   should  be  completed  if  the
         certificates for the Trust Units, Exchangeable LP Units and Weatherford
         Shares, as the case may be, and the cheque to be issued pursuant to the
         Arrangement  are to be:  (a) sent to  someone  other  than  the  person
         signing  the Letter of  Transmittal  and  Election  Form or sent to the
         person  signing  the  Letter of  Transmittal  and  Election  Form at an
         address other than that appearing below that person's signature; or (b)
         held by the Depository for pick-up. See also Instruction 6 below.

5.       SIGNATURES

         This Letter of  Transmittal  and Election  Form must be  completed  and
         signed  by the  holder  of  Common  Shares  or by  such  holder's  duly
         authorized representative (in accordance with Instruction 7 below).

         (a)      If this Letter of  Transmittal  and Election Form is signed by
                  the registered  owner(s) of the  accompanying  certificate(s),
                  such  signature(s)  on this Letter of Transmittal and Election
                  Form must  correspond  with the  name(s) as  registered  or as
                  written on the face of such certificate(s)  without any change
                  whatsoever,  and the certificate(s)  need not be endorsed.  If
                  such transmitted  certificate(s) are owned of record by two or
                  more joint  owners,  all such  owners  must sign the Letter of
                  Transmittal and Election Form.

         (b)      If this Letter of Transmittal and Election Form is signed by a
                  person  other  than  the  registered  owner(s)  of the  Common
                  Shares,  or if the  Trust  Units,  Exchangeable  LP Units  and
                  Weatherford  Shares,  as the case may be, and the cheque to be
                  issued  pursuant  to the  Arrangement  are to be  issued  to a
                  person other than the registered holder(s):

                  (i)      such deposited  certificate(s) must be endorsed or be
                           accompanied by an appropriate share transfer power of
                           attorney   duly  and   properly   completed   by  the
                           registered owner(s); and

                  (ii)     the  signature(s)  on such  endorsement  or  power of
                           attorney  must  correspond  exactly to the name(s) of
                           the registered owner(s) as registered or as appearing
                           on the certificate(s) and must be guaranteed as noted
                           in Instruction 6 below.

6.       GUARANTEE OF SIGNATURES

         If this Letter of Transmittal and Election Form is executed by a person
         other than the registered owner(s) of the Common Shares, such signature
         must be guaranteed by an Eligible Institution,  or in some other manner
         satisfactory to the Depository (except that no guarantee is required if
         the signature is that of an Eligible Institution).

         An "Eligible Institution" means a Canadian Schedule 1 chartered bank, a
         major  trust  company in Canada,  a member of the  Securities  Transfer
         Agent  Medallion  Program  (STAMP),  a member  of the  Stock  Exchanges
         Medallion  Program  (SEMP) or a member of the New York  Stock  Exchange
         Inc. Medallion  Signature Program (MSP).  Members of these programs are
         usually members of a recognized  stock exchange in Canada or the United
         States,  members  of the  Investment  Dealers  Association  of  Canada,
         members of the National  Association of Securities Dealers or banks and
         trust companies in the United States.

7.       FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS

         Where this Letter of Transmittal  and Election Form or any  certificate
         or share  transfer  or power of  attorney is executed by a person as an
         executor, administrator,  trustee, guardian,  attorney-in-fact or agent
         or  on  behalf  of a  corporation,  partnership  or  association  or is
         executed by any other person  acting in a fiduciary  or  representative
         capacity,  this  Letter  of  Transmittal  and  Election  Form  must  be
         accompanied  by  satisfactory  evidence of the  authority  to act.  The
         Depository,  at its  discretion,  may  require  additional  evidence of
         authority or additional documentation.

<PAGE>
                                        9


8.       MISCELLANEOUS

         (a)      If the space on this Letter of  Transmittal  and Election Form
                  is  insufficient to list all  certificates  for Common Shares,
                  additional certificate numbers and number of Common Shares may
                  be included on a separate  signed list  affixed to this Letter
                  of Transmittal and Election Form.

         (b)      If Common Shares are registered in different forms (e.g. "John
                  Doe"  and "J.  Doe") a  separate  Letter  of  Transmittal  and
                  Election   Form   should   be   signed   for  each   different
                  registration.

         (c)      No  alternative,  conditional  or contingent  deposits will be
                  accepted.  All  depositing  Shareholders  by execution of this
                  Letter of  Transmittal  and Election  Form (or a copy thereof)
                  waive any right to receive any notice by the Depository.

         (d)      The holder of the  Common  Shares  covered  by this  Letter of
                  Transmittal  and  Election  Form  hereby  unconditionally  and
                  irrevocably  attorns to the non-exclusive  jurisdiction of the
                  courts of the  Province  of  Alberta  and the courts of appeal
                  therefrom.

         (e)      Additional  copies of the Letter of  Transmittal  and Election
                  Form may be obtained  on request  and without  charge from the
                  Depository at any of their offices at the addresses  listed on
                  the back page of this document.

9.       LOST CERTIFICATES

         If a share  certificate  has been  lost or  destroyed,  this  Letter of
         Transmittal  and Election Form should be completed as fully as possible
         and  forwarded,  together  with a letter  describing  the loss,  to the
         Depository.   The   Depository   will  respond  with  the   replacement
         requirements,  which must be properly  completed and returned  prior to
         affecting  the  exchange.  If a  share  certificate  has  been  lost or
         destroyed,  please ensure that you provide your telephone number to the
         Depository so that they may contact you.

10.      EXTINCTION OF RIGHTS

         Any  certificate  formerly  representing  Common  Shares  that  is  not
         deposited  with all  other  documents  as  required  by this  Letter of
         Transmittal and Election Form on or before the sixth anniversary of the
         Effective Date shall cease to represent a right or claim of any kind or
         nature  and  the  right  of  the  holder  of the  certificate  formerly
         representing such Common Shares, to receive Trust Units or Exchangeable
         LP Units and any distributions  with respect thereto shall be deemed to
         be   surrendered   to  the  Trust,   together  with  all  dividends  or
         distributions thereon held for such holder.

11.      IRREGULARITIES

         All  questions  as to the  amount  of  Common  Shares  to be  accepted,
         pro-ration,  the form of  documentation  and the validity,  eligibility
         (including  time of receipt),  and  acceptance of any deposit of Common
         Shares will be determined by Precision,  in its sole discretion,  which
         determination  shall be final and binding on all parties. No deposit of
         Common  Shares will be deemed to be properly made until all defects and
         irregularities  have  been  cured or  waived.  None of  Precision,  the
         Depository  or any  other  person  is or will be under any duty to give
         notification of any defect or irregularity in deposits, nor will any of
         them incur any liability  for failure to give such notice.  Precision's
         interpretation of the terms and conditions will be final and binding on
         all parties.


<PAGE>


         OFFICES OF THE DEPOSITORY, COMPUTERSHARE INVESTOR SERVICES INC.

                                     BY MAIL

                      Computershare Investor Services Inc.
                                  P.O. Box 7021
                             31 Adelaide Street East
                            Toronto, Ontario M5C 3H2
                          Attention: Corporate Actions

                       BY REGISTERED MAIL, HAND OR COURIER

               CALGARY                                    TORONTO

Computershare Investor Services Inc.        Computershare Investor Services Inc.
           Watermark Tower                         100 University Avenue
  Suite 600, 530 - 8th Avenue S.W.                       9th Floor
      Calgary, Alberta T2P 3S8                    Toronto, Ontario M5J 2Y1
    Attention: Corporate Actions                Attention: Corporate Actions

                       Toll Free Telephone: 1-800-564-6253
                   E-mail: corporateactions@computershare.com



<PAGE>

                                  SCHEDULE "A"




<PAGE>

<TABLE>
<CAPTION>
[GRAPHIC OMITTED] Canada Customs          Agence des douanes
                  and Revenue Agency      et du revenue du Canada

   ELECTION ON DISPOSITION OF PROPERTY BY A TAXPAYER TO A CANADIAN PARTNERSHIP

<S>                                                                                         <C>
                                                                                            ________________________________________
O   For use by a taxpayer and a Canadian partnership (where the taxpayer is a member              DO NOT USE THIS AREA
    of the partnership immediately after the transfer) to jointly elect under subsection
    97(2).

O   File one completed copy of the election and related schedules (if any) as
    follows:
    -  by the taxpayer who is the sole transferor or, where the transferor is a
       partnership, by an authorized member of the partnership or, where the property
       being transferred is held in co-ownership, one copy by each co-owner;
    -  a list containing the name, address, and social insurance number or
       Business Number of each transferor and of each transferee (including each
       member of a transferor partnership and each member of a partnership which
       is itself a member of either the transferor or the transferee
       partnership);
    -  on or before the earlier date on which any party to the election has to
       file an income tax return for the taxation year in which the transaction
       occurred, taking into consideration any election under subsection 99(2)
       (due date);
    - at the tax centre where the transferor's income tax return is normally
    filed; and - separate from any tax returns. You may put it in the same
    envelope with a return,
       but do not insert it in or attach it to the return.                                  ________________________________________

O   Sections, subsections, and paragraphs on this form are from the INCOME
TAX ACT.

____________________________________________________________________________________________________________________________________
Name of taxpayer (transferor) (print)                                                  | Social insurance number or Business Number
                                                                                       |
_______________________________________________________________________________________|____|____|____|____|____|____|____|____|____
                                                                                                           | Postal Code
                                                                                                           |
____________________________________________________________________________________________________________________________________
Taxation year of    from       Year         Month     Day    to        Year        Month     Day    Tax services office
taxpayer
__________________|________|___________|____________|_____|______|____________|___________|_______|_________________________________


____________________________________________________________________________________________________________________________________
Name of partnership (transferee) (print)                                               | Business Number or Social insurance number
                                                                                       |
_______________________________________________________________________________________|____|____|____|____|____|____|____|____|____
                                                                                                           | Postal Code
                                                                                                           |
____________________________________________________________________________________________________________________________________
Taxation year of    from       Year         Month     Day    to        Year        Month     Day    Tax services office
partnership
__________________|________|___________|____________|_____|______|____________|___________|_______|_________________________________

____________________________________________________________________________________________________________________________________
Name of person to contact for more information                                         |  Area code    | Telephone number
                                                                                       |               |
_______________________________________________________________________________________|_______________|____________________________


    PENALTY FOR LATE-FILED AND AMENDED ELECTIONS
______________________________________________________________________________________ _____________________________________________
                                                                                                       DO NOT USE THIS AREA

An  election  that is filed  after  its due  date is  subject  to a  late-filing
penalty.  Form  T2059  can be  filed  within  3 years  after  its due date if an
estimate of the penalty is paid at the time of filing. Form T2059 can be amended
or filed  after the  3-year  period,  but in these  situations,  attach  both an
estimate  of the  penalty  and a written  submission  for  consideration  by the
Minister, explaining the reason why the election is amended or late.

                                                                                         ___________________________________________
Calculation of late-filing penalty

Fair market value of property transferred ..............  ----------------------

    Less:  agreed amount ...............................  ======================

    Difference .........................................  ======================  A

    Amount A ________________ x 1/4 x 1% x N*........  =  ----------------------  B

    $100 x N* .......................................  =  ======================  C

      __________________________________________________________________________

      *N represents the sum of each month or each part of a month in the period
      from the due date to the actual filing date. Amount C cannot exceed
      $8,000.
      __________________________________________________________________________

Late-filing penalty is the lesser of B and C above.....   ----------------------

Make cheque or money order payable to the Receiver General. Specify "T2059" on
the remittance and indicate the name and social insurance number of the taxpayer
or Business Number if a corporation, whose account will be credited ............         Amount enclosed
                                                                                                            ------------------------

Unpaid amounts, including late-filing penalties are subject to daily compound
interest at a prescribed rate.
____________________________________________________________________________________________________________________________________
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
 INFORMATION REQUIRED

____________________________________________________________________________________________________________________________________
<S>                                                                                                              <C>

On the opposite page, list, describe and state the fair market value of properties transferred.  The description and fair market
value of the consideration received has to be shown opposite the related property transferred. Where the transferred property is
a partnership  interest,  attach a schedule of the calculation of the adjusted cost base. If space on the form is  insufficient,
attach schedules giving similar details. You have to designate the order of disposition of each depreciable property.  With this
election, you do not have to file the following materials: schedules supporting this designation,  documentation relating to the
responses to the  questions  below,  and a brief  summary of the method of  evaluating  the fair market  value of each  property
transferred. However, you have to keep them as Canada Customs and Revenue Agency may ask to see them at a later date.

Is there a written agreement relating to this transfer?                                                           [_] yes  [_] no

Does a price adjustment clause involved apply to any of the properties?
(See Interpretation Bulletin IT-169 for details.)                                                                 [_] yes  [_] no

Is the taxpayer a non-residents of Canada?                                                                        [_] yes  [_] no

Are any of the transferred properties capital properties?                                                         [_] yes  [_] no

    If "yes,"
    -  have they been owned continuously since Valuation Day (V-Day)?                                             [_] yes  [_] no
    -  have they been acquired after V-Day in a transaction considered not to be at arm's length?                 [_] yes  [_] no
    -  since V-Day, has the taxpayer or any person from whom shares were acquired in a non-arm's length
       transaction received any subsection 83(1) dividends for the transferred shares?  (If yes, provide details
       of amount and dates received, and attach a schedule).                                                      [_] yes  [_] no

Is the agreed amount of any of the transferred properties based on an estimate of the fair market value on V-Day? [_] yes  [_] no

If "yes," does a formal documented V-Day value report exist?                                                      [_] yes  [_] no

Has an election under subsection 26(7) of the INCOME TAX APPLICATION RULES (Form T2076) been filed by or on
behalf of the taxpayer?                                                                                           [_] yes  [_] no

Where shares of the capital stock of a private corporation are included in the property disposed of, provide the following:

===================================================================================================================================
Name of corporation (print)                                            | Business Number          Paid-up capital of shares
                                                                       |                                 transferred
- --------------------------------------------------------------- --- -- |---|----|---|---|----|---|----------------------------------


 INFORMATIVE NOTES

____________________________________________________________________________________________________________________________________

o    The rules for  subsection  97(2)  elections are complex.  Essential  information is contained in  Interpretation  Bulletins
     IT-169, IT-291 and IT-413.

o    For this  election to be  considered  valid,  you have to  complete  all  information  areas and answer all  questions.  If
     incomplete,  Canada  Customs and Revenue Agency will consider the election  invalid,  and  subsequent  submissions  will be
     subject to a late-filing penalty.

____________________________________________________________________________________________________________________________________
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
  PARTICULARS OF PROPERTY DISPOSED OF AND CONSIDERATION RECEIVED

- --------------------------------------------------------------------------------------------------------------------------------
Date of sale or transfer of     |   Year        | Month |  Day   |NOTE: For properties sold or transferred on different dates
properties listed below:        |               |       |        |      use separate Form T2059.
- --------------------------------|---|---|---|---|---|---|---|----|------------------------------------

- -------------------------------------------------------- ----------- -------------- --------------------------------------------
<S>            <C>                <C>        <C>         <C>         <C>            <C>                       <C>
                 Property disposed of                                                         Consideration received
- --------------------------------------------------------                            --------------------------------------------
                                      Elected amount       Agreed    Amount to be
                                         limits*           amount    reported B-A       Description           Fair market
                  Description      ---------------------     B       (if greater                                 value
                                     Fair                             than 0, see
                                    market        A                     note 4)
                                    value
================================================================================================================================
   Capital     (Brief legal)                 (see note 1)
  property
  excluding
depreciable|
  property
- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
 Depreciable   (Description and              (see note (2)
  property     prescribed class)
- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
  Eligible     (Kind)                        (see note (3)
   capital
  property
- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
  Inventory    (Kind)                        (cost
                                             amount)
- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------

- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
  Resource     (Brief legal)                    nil
  Property
- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
                                                nil
- -------------- ------------------ ---------- ----------- ----------- -------------- ------------------------- ------------------
                                                nil
- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
NOTES
1.  Adjusted cost base (subject to adjustment per section 53.)

2.  The lesser of undepreciated capital cost of all property of the class and the cost of the property.

3.  The less of 4/3 x cumulative  eligible  capital and the cost of the property.  Use "2" instead of "4/3" for dispositions in
    taxation years starting before July 1, 1988, in the case of a corporation or for  dispositions  in fiscal periods  starting
    before January 1, 1988, in any case.

4.  This amount is to be reported either as a capital gain or as income,  whichever  applies.  Also, in the case of depreciable
    property and eligible  capital  property,  a portion of the amount may have to be reported as a capital gain while  another
    portion of the amount may have to be reported as income.


* See Interpretation Bulletin IT-291 for an explanation of the limits.
________________________________________________________________________________________________________________________________



ELECTION AND CERTIFICATION
________________________________________________________________________________________________________________________________

The taxpayer and all member of the  partnership  hereby  jointly elect under section 97(20 in respect of the property  specified
above and certify that the information given in this election,  and in any documents attached, is true, correct, and complete to
the best of their knowledge.

_____________    _______________________________________________________   and    ______________________________________________
     Date        Signature of transferor or authorized signing officer*           Signature of authorized officer of transferee*

* Attach a copy of the authorized agreement.
________________________________________________________________________________________________________________________________
</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
