<DOCUMENT>
<TYPE>EX-99
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<FILENAME>ex-1form8a_12b.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>

                                                                       EXHIBIT 1
                                                                       ---------






                            PRECISION DRILLING TRUST





                              DECLARATION OF TRUST






                         DATED AS OF SEPTEMBER 22, 2005





<PAGE>


                                TABLE OF CONTENTS


ARTICLE 1 INTERPRETATION.......................................................2
   1.1     Definitions.........................................................2
   1.2     References to Acts Performed by the Trust...........................6
   1.3     Tax Act.............................................................6
   1.4     Number and Gender...................................................7
   1.5     Headings for Reference Only.........................................7
   1.6     Currency............................................................7
   1.7     Day Not a Business Day..............................................7
   1.8     Accounting Principles...............................................7

ARTICLE 2 DECLARATION OF TRUST.................................................7
   2.1     Establishment of Trust..............................................7
   2.2     Initial Contribution................................................7
   2.3     Name of Trust.......................................................8
   2.4     Head Office.........................................................8
   2.5     Nature of the Trust.................................................8
   2.6     Rights of Unitholders...............................................8
   2.7     Ownership of Trust Assets...........................................8
   2.8     Unitholders Bound...................................................9
   2.9     Liability of Unitholders............................................9
   2.10    Conduct of Operations..............................................10

ARTICLE 3 ISSUE AND SALE OF UNITS.............................................10
   3.1     Nature of Units....................................................10
   3.2     Authorized Number of Units.........................................10
   3.3     Issue of Units.....................................................11
   3.4     No Fractional Units................................................11
   3.5     Re-purchase of Initial Trust Unit by Trust.........................11
   3.6     Consolidation of Trust Units.......................................11
   3.7     No Pre-emptive Rights..............................................12
   3.8     Distribution Reinvestment and Unit Purchase Plan...................12

ARTICLE 4 INVESTMENTS OF TRUST................................................12
   4.1     Purpose of the Trust...............................................12
   4.2     Other Investments..................................................13

ARTICLE 5 DISTRIBUTIONS.......................................................14
   5.1     Computation of Cash Flow of the Trust..............................14
   5.2     Computation of Income and Net Realized Capital Gains...............14
   5.3     Distributions of Cash Flow of the Trust............................15
   5.4     Other Distributions................................................15
   5.5     Character of Distributions and Designations........................16
   5.6     Enforceability of Right to Receive Distributions...................16
   5.7     Method of Payment of Distributions.................................16
   5.8     Withholding Taxes..................................................17
   5.9     Definitions........................................................17

ARTICLE 6 REDEMPTION OF TRUST UNITS...........................................17
   6.1     Right of Redemption................................................17
   6.2     Exercise of Redemption Right.......................................17

<PAGE>
                                      -ii-


   6.3     Cash Redemption....................................................18
   6.4     No Cash Redemption in Certain Circumstances........................19
   6.5     in Specie Redemption...............................................19
   6.6     Purchase for Cancellation..........................................20
   6.7     Cancellation of All Redeemed Trust Units...........................20
   6.8     Withholdings by the Trustees.......................................20
   6.9     Retraction of Special Voting Units.................................20

ARTICLE 7 TRUSTEES............................................................21
   7.1     Number of Trustees.................................................21
   7.2     Calling and Notice of Meetings.....................................21
   7.3     Place of Meetings..................................................21
   7.4     Meetings by Telephone..............................................21
   7.5     Quorum.............................................................22
   7.6     Chairman...........................................................22
   7.7     Action by the Trustees.............................................22
   7.8     Adjourned Meeting..................................................22
   7.9     Remuneration and Expenses..........................................22
   7.10    Officers...........................................................22

ARTICLE 8 APPOINTMENT, RESIGNATION AND REMOVAL OF THE TRUSTEES................23
   8.1     Qualification of Trustees..........................................23
   8.2     Appointment and Election of Trustees...............................23
   8.3     Consent to Act.....................................................23
   8.4     Failure to Elect Minimum Number of Trustees........................24
   8.5     Ceasing to Hold Office.............................................24
   8.6     Removal of Trustees................................................25
   8.7     Vacancies..........................................................25
   8.8     Filling Vacancies..................................................25
   8.9     Validity of Acts...................................................25
   8.10    Successor and Additional Trustees..................................26

ARTICLE 9 CONCERNING THE TRUSTEES.............................................26
   9.1     Powers of the Trustees.............................................26
   9.2     Specific Powers and Authorities....................................26
   9.3     Securities Held by the Trust.......................................30
   9.4     Restrictions On Trustees' Powers...................................30
   9.5     Banking............................................................31
   9.6     Standard of Care and Duties........................................31
   9.7     Fees and Expenses..................................................31
   9.8     Limitations On Liability of Trustees...............................32
   9.9     Indemnification of Trustees........................................32
   9.10    Contractual Obligations of Trust...................................33
   9.11    Conflicts of Interest..............................................33
   9.12    Conditions Precedent...............................................35
   9.13    Reliance Upon Trustees and Officers................................36
   9.14    Delegation of Powers to the Administrator..........................36

ARTICLE 10 COMMITTEES OF TRUSTEES.............................................36
   10.1    Delegation.........................................................36
   10.2    Procedure..........................................................36

<PAGE>
                                      -iii-


ARTICLE 11 AMENDMENT..........................................................37
   11.1    Amendment..........................................................37
   11.2    Notification of Amendment..........................................37
   11.3    Amendments Prior to the Effective Date.............................37

ARTICLE 12 MEETINGS OF UNITHOLDERS............................................38
   12.1    Annual and Special Meetings of Unitholders.........................38
   12.2    Notice of Meetings.................................................39
   12.3    Quorum.............................................................40
   12.4    Voting Rights of Unitholders.......................................40
   12.5    Resolutions Binding the Trust......................................40
   12.6    Meaning of "Special Resolution" and "Ordinary Resolution"..........41
   12.7    Meaning of "Outstanding"...........................................41
   12.8    Record Date for Voting.............................................42
   12.9    Binding Effect of Resolutions......................................42
   12.10   Solicitation of Proxies............................................42
   12.11   Resolutions in Writing.............................................42
   12.12   No Breach..........................................................42

ARTICLE 13 CERTIFICATES, REGISTRATION AND TRANSFER OF UNITS...................43
   13.1    Nature of Units....................................................43
   13.2    Unit Certificates..................................................44
   13.3    Contents of Unit Certificates......................................44
   13.4    Register of Unitholders............................................45
   13.5    Limitation of Non-resident Ownership...............................45
   13.6    Transfer of Units..................................................46
   13.7    Units Held Jointly or in a Fiduciary Capacity......................47
   13.8    Performance of Trust...............................................47
   13.9    Lost Certificates..................................................48
   13.10   Death of a Unitholder..............................................48
   13.11   Unclaimed Distribution.............................................48
   13.12   Take-over Bids.....................................................48
   13.13   Power of Attorney..................................................50

ARTICLE 14 TERMINATION........................................................51
   14.1    Term of Trust......................................................51
   14.2    Termination With the Approval of Unitholders.......................51
   14.3    Procedure Upon Termination.........................................52
   14.4    Powers of the Trustees Upon Termination............................52
   14.5    Sale of Investments................................................52
   14.6    Distribution of Proceeds or Assets.................................52
   14.7    Further Notice to Unitholders......................................52
   14.8    Responsibility of the Trustees After Sale and Conversion...........52

ARTICLE 15 SUPPLEMENTAL INDENTURES............................................53
   15.1    Provision for Supplemental Indentures for Certain Purposes.........53

ARTICLE 16 GENERAL............................................................53
   16.1    Notices............................................................53
   16.2    Failure to Give Notice.............................................54
   16.3    Joint Holders......................................................54
   16.4    Service of Notice..................................................54
   16.5    Information Available to Unitholders...............................54

<PAGE>
                                      -iv-


   16.6    Fiscal Year and Taxation Year......................................54
   16.7    Financial Disclosure...............................................54
   16.8    Unitholder Meeting Information.....................................55
   16.9    Taxation Information...............................................55
   16.10   Unitholder List....................................................55

ARTICLE 17 AUDITORS...........................................................56
   17.1    Qualification of Auditors..........................................56
   17.2    Appointment of Auditors............................................56
   17.3    Change of Auditors.................................................56
   17.4    Report of Auditors.................................................57

ARTICLE 18 MISCELLANEOUS......................................................57
   18.1    Counterparts.......................................................57
   18.2    Severability.......................................................57
   18.3    Time of the Essence................................................57
   18.4    Governing Law......................................................57
   18.5    Language...........................................................58




<PAGE>


                            PRECISION DRILLING TRUST

         THIS DECLARATION OF TRUST is dated as of September 22, 2005.

BETWEEN:

             ROBERT J.S. GIBSON, H. GARTH WIGGINS, each resident in the
             Province of Alberta, AND PATRICK M. MURRAY, a resident in the
             State of Texas, as the first trustees (the "INITIAL TRUSTEES")
             of the trust (the "TRUST") constituted by this Declaration of
             Trust, and each person who after the date hereof becomes a
             trustee of the Trust as herein provided (each person, while a
             trustee of the Trust as herein provided, hereinafter called a
             "TRUSTEES"),

                                                            OF THE FIRST PART

                                - and -

             BRIAN E. ROBERTS  (hereinafter called the "INITIAL  UNITHOLDER")
             and all  persons  who after the date  hereof  become  holders of
             units of the Trust as herein provided.

                                                            OF THE SECOND PART

         WHEREAS for the purpose of settling the Trust, the Initial Unitholder
is concurrent with the execution hereof paying to the Trustees an amount of $100
in lawful money of Canada;

         AND WHEREAS the Trust has been created for investment purposes,
including investing in securities of the General Partner;

         AND WHEREAS the Trustees have agreed to hold the Initial Contribution
and all amounts and assets subsequently received under this Declaration of Trust
or in respect of the investment of the assets of the Trust in accordance with
the provisions hereinafter set forth;

         AND WHEREAS the Initial Unitholder and the Trustees desire that the
beneficiaries of the Trust, including the Initial Unitholder, shall be the
holders of Trust Units;

         AND WHEREAS it is intended that the Trust shall qualify as a "unit
trust" and as a "mutual fund trust" under the provisions of paragraph 108(2)(a)
and subsection 132(6) of the Tax Act (as hereinafter defined);

         AND WHEREAS the parties hereto desire to set out the agreements, terms
and conditions which shall govern their mutual and respective rights, powers and
obligations with respect to the settlement and administration of the Trust;

         NOW THEREFORE THIS DECLARATION OF TRUST WITNESSETH THAT in
consideration of the premises and the mutual and respective covenants and
agreements contained herein, the Trustees declare, covenant and agree with the
Unitholders, and the Unitholders covenant and agree with the Trustees, as
follows:

<PAGE>
                                      -2-


                                    ARTICLE 1
                                 INTERPRETATION

1.1      DEFINITIONS

         In this Declaration of Trust, including the recitals hereto and in the
Trust Unit Certificate, 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;

"ACQUISITIONCO" means an unlimited liability corporation to be incorporated
pursuant to the ABCA as a wholly-owned subsidiary of the Trust;

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

"ADMINISTRATOR" means the Administrator as defined in the Administration
Agreement;

"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;

"ANNUITANT" means the annuitant of a registered retirement savings plan, a
registered retirement income fund, a registered education savings plan or a
deferred profit sharing plan, all as defined in the Tax Act, or any other plan
of which a Unitholder acts as trustee or carrier;

"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 to be 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;

"AUDITORS" means the firm of chartered accountants appointed as the auditors of
the Trust from time to time in accordance with the provisions hereof and,
initially, means KPMG LLP;

"BOOK-ENTRY SYSTEM" means the record-entry securities transfer and pledge system
known, as of the date hereof, by such name, which is administered by CDS in
accordance with the operating rules and procedures of the securities settlement
service of CDS in force from time to time, or any successor system which CDS may
offer from time to time;

"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;

"CASH FLOW OF THE TRUST" shall be calculated in accordance with Section 5.1 and
shall mean the amounts calculated;

"CDS" means The Canadian Depository for Securities Limited and its successors;

<PAGE>
                                      -3-


"CDS PARTICIPANT" means a broker, dealer, bank, other financial institution or
other person who, directly or indirectly, from time to time, effects book-based
transfers with CDS and pledges of securities deposited with CDS;

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

"CLOSING MARKET PRICE" has the meaning ascribed thereto in Section 6.3;

"COUNSEL" means a barrister or solicitor or firm of barristers and solicitors or
other lawyers in an appropriate jurisdiction retained by the Trust;

"DEPOSITORY" has the meaning specified in Section 13.1(a);

"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;

"EXCHANGEABLE LP UNITS" means the Class B limited partnership units of PDLP,
which are exchangeable into Trust Units on a one-for-one basis pursuant to the
Voting and Exchange Trust Agreement;

"EXCHANGEABLE SECURITY" or "EXCHANGEABLE SECURITIES" means a unit or units, a
share or shares or other security or securities which are convertible into or
exchangeable for Trust Unit(s) (directly or indirectly) without the payment by
the holder of additional consideration therefor, whether or not issued by the
Trust, including, without limitation, the Exchangeable LP Units;

"GAAP" means at any time accounting principles generally accepted in Canada,
including those set out in the Handbook of the Canadian Institute of Chartered
Accountants, applied on a consistent basis;

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

"GLOBAL TRUST UNIT CERTIFICATE" has the meaning specified in Section 13.1(a);

"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;

"INCOME OF THE TRUST" has the meaning ascribed thereto in Section 5.2(a) and
shall mean the amount so calculated;

<PAGE>
                                      -4-


"INITIAL CONTRIBUTION" means the amount of $100 paid by the Initial Unitholder
to the Initial Trustees on the date hereof for the purpose of settling the trust
constituted by this Declaration of Trust;

"INITIAL TRUSTEES" means the persons named as the first trustees of the Trust in
the Party of the First Part to this Declaration of Trust;

"INITIAL UNITHOLDER" means Brian E. Roberts, the settlor of the trust
constituted hereby;

"IN SPECIE REDEMPTION PRICE" has the meaning ascribed thereto in Section 6.5;

"MARKET PRICE" has the meaning ascribed thereto in Section 6.3(a);

"MONTHLY LIMIT" has the meaning ascribed thereto in Section 6.4(a);

"NET REALIZED CAPITAL GAINS" has the meaning ascribed thereto in Section 5.2(b);

"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-TENDERING OFFEREE" means, where a take-over bid is made for all of the
Trust Units (including Trust Units issuable upon conversion, exercise or
exchange of Exchangeable Securities) other than those held by or issuable to the
offeror, a holder of Trust Units or Exchangeable Securities who does not accept
the take-over bid; and includes a subsequent holder of that Trust Unit or
Exchangeable Security who acquires it from the first mentioned holder;

"OFFERING" means any issuance or offering of Trust Units or any rights, warrants
or other securities to purchase, to convert into or exchange into Trust Units on
a public or private basis in Canada or elsewhere;

"OFFERING DOCUMENT" means any one or more of a prospectus, information
memorandum, private placement memorandum and similar public or private offering
document or any understanding, commitment or agreement relating to an Offering;

"OFFEROR" means a person other than an agent, who makes a take-over bid and
includes two or more persons who, directly or indirectly:

         (i)      make a take-over bid jointly or in concert; or

         (ii)     intend to exercise jointly or in concert voting rights
                  attached to the securities for which a take-over bid is made;

"ORDINARY RESOLUTION" has the meaning ascribed thereto in Section 12.6(b);

"PDLP" means Precision Drilling Limited Partnership, a limited partnership to be
established under the laws of the Province of Manitoba;

"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 under Section 193 of the ABCA as set forth
in the Arrangement Agreement, as from time to time amended, supplemented or
restated in accordance with the terms thereof;

<PAGE>
                                      -5-


"PRECISION" means Precision Drilling Corporation, a corporation amalgamated
pursuant to the ABCA, its successor by amalgamation pursuant to the Plan and its
successor's successors;

"PRECISION ENTITIES" means the General Partner, PDLP, Precision or any other
affiliate, from time to time, of the Trust;

"REDEMPTION NOTES" has the meaning ascribed thereto in Section 6.5;

"REDEMPTION PRICE" has the meaning ascribed thereto in Section 6.3(a);

"SPECIAL RESOLUTION" has the meaning ascribed thereto in Section 12.6(a);

"SPECIAL VOTING UNITS" means the units of the Trust, other than Trust Units,
referred to in Section 3.1(a) authorized and issued hereunder;

"SUBSEQUENT INVESTMENT" means any of the investments which the Trust may make
pursuant to subsections 4.1(a)-(c);

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

"TAKE-OVER BID" has the meaning ascribed to such term in the SECURITIES ACT
(Alberta), as amended from time to time;

"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;

"THIS DECLARATION OF TRUST", "THIS DECLARATION", "HERETO", "HEREIN", "HEREOF",
"HEREBY", "hereunder" and similar expressions refer to this instrument and not
to any particular article, section or portion hereof, and include any and every
instrument supplemental or ancillary hereto;

"TRANSFER AGENT" means such company as may from time to time be appointed by the
Trust to act as registrar and transfer agent of the Units, together with any
sub-transfer agent duly appointed by the Transfer Agent;

"TRUST" means the trust constituted by this Declaration of Trust, as from time
to time amended, supplemented or restated, and, where the context requires,
includes its subsidiaries, including PDLP and Precision;

"TRUST ASSETS", at any time, means such of the following monies, properties and
other assets as are at such time held by the Trust or by the Trustees on behalf
of the Trust:

         (i)      the Initial Contribution;

         (ii)     all funds, securities of any person or property derived from
                  the issuance or sale of Units, other cash received by the
                  Trust, or otherwise acquired by the Trust;

         (iii)    the shares of the General Partner;

         (iv)     the limited partnership interest in PDLP;

         (v)      any Subsequent Investment;

<PAGE>
                                      -6-


         (vi)     any proceeds of disposition of any of the foregoing property;
                  and

         (vii)    all income, interest, dividends, distributions, profit, return
                  of capital, gains and accretions and all substituted assets,
                  rights and benefits of any kind or nature whatsoever arising
                  directly or indirectly from or in connection with or accruing
                  to such foregoing property or such proceeds of disposition;

"TRUST LIABILITIES" has the meaning ascribed thereto in Section 2.9(a);

"TRUST UNIT CERTIFICATE" means a certificate, in form approved by the Trustees,
evidencing one or more Trust Units, issued and certified in accordance with the
provisions hereof;

"TRUST UNITS" means the units of the Trust, other than Special Voting Units,
referred to in Section 3.1(a) authorized and issued hereunder;

"TRUSTEE", at any time, means an individual who is, in accordance with the
provisions hereof, a trustee of the Trust at that time including, without
limitation so long as each remains a trustee, each of the Initial Trustees, and
"TRUSTEES" means, at any time, all of the individuals, each of whom is at that
time a trustee;

"UNIT CERTIFICATE" means a certificate, in the form approved by the Trustees,
evidencing one or more Units, issued and certified in accordance with the
provisions hereof;

"UNITHOLDERS" means at any time the holders at that time of one or more Units,
as shown on the register of such holders maintained by the Transfer Agent on
behalf of the Trust;

"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,
Precision and the Voting and Exchange Trustee, as from time to time amended,
supplemented or restated; and

"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.

1.2      REFERENCES TO ACTS PERFORMED BY THE TRUST

         For greater certainty, where any reference is made in this Declaration
of Trust to an act to be performed by the Trust, such reference shall be
construed and applied for all purposes as if it referred to an act to be
performed by the Trustees on behalf of the Trust or by some other person duly
authorized to do so by the Trustees or pursuant to the provisions hereof and
where reference is made in this Declaration of Trust to actions, rights or
obligations of the Trustees, such reference shall be construed and applied for
all purposes to refer to actions, rights or obligations of the Trustees in their
capacity as Trustees of the Trust, and not in their other capacities, unless the
context otherwise requires.

1.3      TAX ACT

         Any reference herein to a particular provision of the Tax Act shall
include a reference to that provision as it may be renumbered or amended from
time to time. Where there are proposals for amendments to the Tax Act which have
not been enacted into law or proclaimed into force on or before the date on
which such proposals are to become effective, the Trustees may take such
proposals into consideration and apply the provisions hereof as if such
proposals had been enacted into law and proclaimed into force.

<PAGE>
                                      -7-


1.4      NUMBER AND GENDER

         In this Declaration of Trust, unless herein otherwise expressly
provided or unless the context otherwise requires, words importing the singular
number include the plural, and vice versa; and words importing a gender shall
include the feminine, masculine and neuter genders.

1.5      HEADINGS FOR REFERENCE ONLY

         The division of this Declaration of Trust into Articles and Sections,
the provision of a table of contents and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Declaration of Trust. Unless otherwise indicated, all
references in this Declaration of Trust to an "Article" or "Section" followed by
a number and/or a letter refer to the specified article or section of this
Declaration of Trust.

1.6      CURRENCY

         All references in this Declaration of Trust to dollars, unless
otherwise specifically indicated, are expressed in Canadian currency.

1.7      DAY NOT A BUSINESS DAY

         In the event that any day on which any amount is to be determined or
any action is required to be taken hereunder is not a Business Day, then such
amount shall be determined or such action shall be required to be taken at or
before the requisite time on the next succeeding day that is a Business Day.
This Section is not applicable to Sections 5.1, 5.2, 5.3 and 5.4.

1.8      ACCOUNTING PRINCIPLES

         All accounting terms not specifically defined in this Declaration of
Trust will be interpreted in accordance with GAAP. Where the character or amount
of any asset or liability or item of revenue or expense or amount of equity is
required to be determined, or any consolidation or other accounting computation
is required to be made, for the purpose of this Declaration of Trust, such
determination or calculation will, to the extent applicable and except as
otherwise specified herein or as otherwise determined by the Trustees, be made
in accordance with GAAP.

                                    ARTICLE 2
                              DECLARATION OF TRUST

2.1      ESTABLISHMENT OF TRUST

         The Trustees hereby acknowledge and declare that they hold the Trust
Assets in trust for, and agree to administer the Trust Assets for, the use and
benefit of holders of Units, their successors, permitted assigns and personal
representatives, and subject to the terms and conditions hereinafter declared
and set forth, such trust to constitute the Trust hereunder.

2.2      INITIAL CONTRIBUTION

         It is acknowledged that the Initial Unitholder has paid, concurrently
with the execution of this Declaration of Trust, the Initial Contribution to the
Trustees for the purpose of settling the Trust, and the Initial Unitholder is
issued one Trust Unit in the Trust.

<PAGE>
                                      -8-


2.3      NAME OF TRUST

         The Trust shall be known and designated as the "PRECISION DRILLING
TRUST" and, whenever practicable, lawful and convenient, the property of the
Trust shall be held and the affairs of the Trust shall be conducted and
transacted under that name. If the Trustees determine that the use of such name
is not practicable, legal or convenient, the Trust may use such other
designation or may adopt such other name as the Trustees deem appropriate, and
the Trust may hold property and conduct and transact its affairs under such
other designation or name. Without limiting the foregoing, the Trustees may
enter into agreements and other documents for and on behalf of the Trust under
the name "PRECISION DRILLING TRUST" and the Trustees hereby acknowledge and
confirm that any such agreement or document so entered into shall for all
purposes be and be deemed to have been entered into by, and binding on, the
Trustees, as trustees for and on behalf of the Trust.

2.4      HEAD OFFICE

         The head office of the Trust hereby created shall be located at 4200,
150 - 6th Avenue S.W., Calgary, Alberta, T2P 3Y7, or such other place or places
in Canada as the Trustees may from time to time designate.

2.5      NATURE OF THE TRUST

         The Trust is an unincorporated open-ended investment trust, established
for the purposes specified in Section 4.1. The Trust is not, shall not be deemed
to be and shall not be treated as, a general partnership, limited partnership,
syndicate, association, joint venture, company, corporation or joint stock
company, nor shall the Trustees or any individual Trustee or the Unitholders or
any of them or any person be, or be deemed to be, treated in any way whatsoever
as, or liable or responsible hereunder as, partners or joint venturers. The
Trustees are not and shall not be, or be deemed to be, agents of the
Unitholders. The relationship of the Unitholders to the Trustees shall be solely
that of beneficiaries of the Trust and their rights shall be limited to those
conferred upon them by this Declaration of Trust and applicable law.

2.6      RIGHTS OF UNITHOLDERS

         The rights of each Unitholder to call for a distribution or division of
assets, monies, funds, income and capital gains held, received or realized by
the Trustees are limited to those contained herein. Except as provided herein,
no Unitholder shall be entitled to call for any partition or division of the
Trust Assets or for a distribution of any particular asset forming part of the
Trust Assets or of any particular monies or funds received by the Trustees.

2.7      OWNERSHIP OF TRUST ASSETS

         The legal ownership of the Trust Assets and the right to conduct the
activities of the Trust are vested exclusively in the Trustees, or such other
persons as the Trustees may determine, and no Unitholder has or is deemed to
have any right of ownership in any of the Trust Assets, except as specifically
provided herein. Except as specifically provided herein, no Unitholder or
Unitholders shall be entitled to interfere with or give any direction to the
Trustees with respect to the affairs of the Trust or in connection with the
exercise of any powers or authorities conferred upon the Trustees under this
Declaration of Trust. The Units shall be personal property and shall confer upon
the holders thereof only the interest and rights specifically set forth in this
Declaration of Trust. No Unitholder has or is deemed to have any right of
ownership of any Trust Assets.

<PAGE>
                                      -9-


2.8      UNITHOLDERS BOUND

         This Declaration of Trust shall be binding upon all persons who become
Unitholders from time to time, including holders of Special Voting Units. By
acceptance of a Unit Certificate representing any Units or, during use of the
Book-Entry System for the Units, upon completion of a purchase or other
acquisition of a Unit, including pursuant to the Plan, the Unitholder thereof
shall be deemed to have agreed to be bound, and shall be so bound, by this
Declaration of Trust.

2.9      LIABILITY OF UNITHOLDERS

         (a)      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 shall be had to, nor shall recourse or
                  satisfaction be sought from the private property of any
                  Unitholder for any liability whatsoever, including in
                  connection with:

                  (i)      the Trust Assets or the ownership, use, operation,
                           acquisition or disposition thereof or exercise or
                           enjoyment of the rights, privileges, conditions or
                           benefits attached thereto, associated therewith or
                           derived therefrom;

                  (ii)     the obligations or the activities or affairs of the
                           Trust;

                  (iii)    any actual or alleged act or omission of the Trustees
                           or by any other person in respect of the activities
                           or affairs of the Trust (whether or not authorized by
                           or pursuant to this Declaration of Trust);

                  (iv)     any actual or alleged act or omission of the Trustees
                           or any other person in the performance or exercise,
                           or purported or attempted performance or exercise, of
                           any obligation, power, discretion or authority
                           conferred upon the Trustees or such other person in
                           respect of the activities or affairs of the Trust
                           (whether or not authorized by or pursuant to this
                           Declaration of Trust);

                  (v)      any transaction entered into by the Trustees or by
                           any other person in respect of the activities or
                           affairs of the Trust (whether or not authorized by or
                           pursuant to this Declaration of Trust); or

                  (vi)     any taxes, levies, imposts or charges or fines,
                           penalties or interest in respect thereof payable by
                           the Trust or by the Trustees or by any other person
                           on behalf of or in connection with the activities or
                           affairs of the Trust,

                  (collectively, "TRUST LIABILITIES").

         (b)      No Unitholder, in its capacity as such, shall be liable to
                  indemnify the Trustees or any other person with respect to any
                  Trust Liabilities.

         (c)      To the extent that, notwithstanding the provisions of this
                  Section 2.9 or applicable law, any Unitholder, in its capacity
                  as such, may be determined by a judgment of a court of
                  competent jurisdiction to be subject to or liable in respect
                  of any Trust Liabilities, such judgment and any writ of
                  execution or similar process in respect thereof, shall be
                  enforceable only against, and shall be satisfied only out of,
                  the Unitholder's share of the Trust Assets represented by its
                  Trust Units.

<PAGE>
                                      -10-


2.10     CONDUCT OF OPERATIONS

         The activities 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.

                                    ARTICLE 3
                             ISSUE AND SALE OF UNITS

3.1      NATURE OF UNITS

         (a)      The beneficial interests in the Trust shall be divided into
                  interests of two classes, described and designated as "Trust
                  Units" and "Special Voting Units", respectively, which shall
                  be entitled to the rights and subject to the limitations,
                  restrictions and conditions set out herein, and the interest
                  of each Unitholder shall be determined by the number of Trust
                  Units and/or Special Voting Units registered in the name of
                  the Unitholder.

         (b)      Subject to Section 6.5, each Trust Unit represents an equal
                  undivided beneficial interest in any distribution from the
                  Trust (whether of Income of the Trust, 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 shall
                  entitle the holder of record thereof to one vote at all
                  meetings of Unitholders or in respect of any written
                  resolution of Unitholders.

         (c)      No Special Voting Unit shall be entitled to any interest or
                  share in the distributions or net assets of the Trust. Special
                  Voting Units may be issued in series and shall only be issued
                  in connection with or in relation to Exchangeable Securities
                  on such terms and conditions as may be determined by the
                  Trustees. A Special Voting Unit shall be issued in conjunction
                  with Exchangeable Securities issued. Each Special Voting Unit
                  shall entitle the holder(s) of record thereof to a number of
                  votes at all meetings of Unitholders or in respect of any
                  written resolution of Unitholders equal to the number of Trust
                  Units into which the Exchangeable Securities to which such
                  Special Voting Unit relates are, directly or indirectly,
                  exchangeable or convertible (other than in respect of
                  Exchangeable Securities which have been so exchanged or
                  converted and are held by the Trust or an affiliate thereof).
                  For greater certainty, holders of Special Voting Units shall
                  not be entitled to any distributions of any nature whatsoever
                  from the Trust or have any beneficial interests in any assets
                  of the Trust on termination or winding-up of the Trust.

         (d)      Concurrently with the issuance of any Exchangeable Securities
                  and associated Special Voting Units, the Trust shall enter
                  into such agreements, including voting and exchange trust
                  agreements and exchangeable security support agreements, as
                  may be necessary or desirable to properly provide for the
                  terms of the Exchangeable Securities, including to provide for
                  voting of such Special Voting Units.

3.2      AUTHORIZED NUMBER OF UNITS

         The aggregate number of Trust Units and Special Voting Units which is
authorized and may be issued hereunder is unlimited.

<PAGE>
                                      -11-


3.3      ISSUE OF UNITS

         (a)      Units shall be issued pursuant to and in accordance with the
                  Plan.

         (b)      In addition, Units may be issued by the Trust at the times, to
                  the persons, for the consideration and on the terms and
                  conditions that the Trustees determine including pursuant to
                  any Unitholder rights plan, distribution reinvestment plan or
                  any incentive option or other compensation plan established by
                  the Trust, and, without limiting the generality of the
                  foregoing, the Trustees may authorize the Trust to pay a
                  reasonable commission to any person in consideration of such
                  person purchasing or agreeing to purchase Units from the Trust
                  or from any other person or procuring or agreeing to procure
                  purchasers for Units. Without limitation of the foregoing, the
                  Trustees may create and issue rights, warrants (including
                  so-called "special warrants" or "subscription receipts" which
                  may be exercisable for no additional consideration) or options
                  to subscribe for Units which rights, warrants or options or
                  other convertible securities may be exercisable at such
                  subscription price or prices and at such time or times as the
                  Trustees may determine. The rights, warrants or options so
                  created may be issued for such consideration or for no
                  consideration, all as the Trustees may determine. A right,
                  warrant or option shall not be a Unit and the holder thereof
                  shall not be a Unitholder.

         (c)      Units shall only be issued as and when fully paid in money,
                  property, including indebtedness, or past services, and are
                  not to be subject to future calls or assessments, except that
                  Units to be issued under an Offering may be issued for a
                  consideration payable in instalments and the Trust may take a
                  security interest over such Units for unpaid instalments.

3.4      NO FRACTIONAL UNITS

         Fractions of Units shall not be issued, except pursuant to
distributions of additional Units to all Unitholders pursuant to Section 5.7.
Fractions of Units will not be entitled to vote at meetings of Unitholders.

3.5      RE-PURCHASE OF INITIAL TRUST UNIT BY TRUST

         Immediately after the Effective Date, the Trust shall purchase the
initial Trust Unit from the Initial Unitholder, and the Initial Unitholder shall
sell the initial Trust Unit to the Trust, for a purchase price of $100 and, upon
the completion of such purchase and sale, the initial Trust Unit shall be
cancelled and shall no longer be outstanding for any of the purposes of this
Declaration of Trust.

3.6      CONSOLIDATION OF TRUST UNITS

         Immediately after any pro-rata distribution of additional Trust Units
to all holders of Trust Units pursuant to Section 5.7, the number of the
outstanding Trust Units will automatically be consolidated such that each such
holder will hold after the consolidation the same number of Trust Units as such
holder held before the distribution of additional Trust Units and each Trust
Unit Certificate representing a number of Trust Units prior to the distribution
of additional Trust Units is deemed to represent the same number of Trust Units
after the distribution of additional Trust Units and the consolidation. Such
consolidation shall not constitute a redemption or cancellation of Trust Units
so consolidated and a Unitholder whose Trust Units are consolidated shall not
receive, and shall not be entitled to receive, any proceeds of disposition in
respect thereof. Notwithstanding the foregoing, where tax is required to be
withheld in respect of a Unitholder's share of the distribution, the Trust shall
withhold from the cash portion of such distribution, if any, or the Unitholder
shall make a cash payment to the Trust, of an amount equal to the amount of tax
required to be remitted to the appropriate taxation authority by the

<PAGE>
                                      -12-


Trust, or, if such withholding cannot be made by the Trust or such payment is
not made by the Unitholder: (a) the consolidation of the Trust Units held by
such Unitholder will result in such Unitholder holding that number of Trust
Units equal to the number of Trust Units held by such Unitholder prior to the
distribution minus the number of Trust Units withheld by the Trust on account of
withholding taxes payable by the Unitholder in respect of the distribution; and
(b) the consolidation shall not apply to any Trust Units so withheld. Any Trust
Units so withheld shall either be delivered to the appropriate taxation
authority or sold, in which case the net proceeds shall be remitted to the
appropriate taxation authority. Such Unitholder will be required to surrender
the Trust Unit Certificates, if any, representing such Unitholder's original
Trust Units, in exchange for a Trust Unit Certificate representing such
Unitholder's post-consolidation Trust Units other than the withheld Trust Units.

3.7      NO PRE-EMPTIVE RIGHTS

         No person shall be entitled, as a matter of right, to subscribe for or
purchase any Unit.

3.8      DISTRIBUTION REINVESTMENT AND UNIT PURCHASE PLAN

         Subject to any required regulatory approvals (and any Unitholder
approval imposed by regulatory requirements), the Trustees may, acting in their
sole discretion, establish one or more Unitholder rights plans, distribution
reinvestment plans, Trust Unit purchase plans, Trust Unit option plans,
incentive option plans or other compensation plans at any time and from time to
time.

                                    ARTICLE 4
                              INVESTMENTS OF TRUST

4.1      PURPOSE OF THE TRUST

         The Trust is an investment trust and its operations and activities
shall be 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, Precision 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 Units or other securities
                  of the Trust), for the purposes of:

<PAGE>
                                      -13-


                  (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 this 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;

         (f)      granting security in any form, over any or all of the Trust
                  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 this 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 this Declaration of Trust;

         (i)      engaging in all activities ancillary or incidental to any of
                  those activities set forth in paragraphs (a) through (h)
                  above; 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.

4.2      OTHER INVESTMENTS

         To the extent that any monies or other property received by the Trust
or the Trustees are not to be immediately used by the Trustees for the purpose
of making distributions under Article 5, the Trustees are hereby authorized and,
where prudent to do so, shall invest such monies in:

         (a)      obligations issued or guaranteed by the Government of Canada
                  or a province of Canada or any agency or instrumentality
                  thereof;

<PAGE>
                                      -14-


         (b)      short term commercial paper obligations of a corporation whose
                  short term commercial paper is rated R-1 or higher by Dominion
                  Bond Rating Service Limited or A-1 or higher by Standard &
                  Poor's, division of The McGraw-Hill Companies, Inc.; or

         (c)      term deposits, interest-bearing accounts, certificates of
                  deposit or banker's acceptances of or guaranteed by one of the
                  six largest (in terms of total assets) Canadian chartered
                  banks.

For the purpose hereof, "SHORT TERM" shall mean having a date of maturity or
call for payment not more than 60 days from the date on which the investment is
made.

                                    ARTICLE 5
                                  DISTRIBUTIONS

5.1      COMPUTATION OF CASH FLOW OF THE TRUST

         The "CASH FLOW OF THE TRUST", for, or in respect of, any Distribution
Period, shall be equal to the sum of:

         (a)      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; and

         (b)      the proceeds of any issuance of 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:

         (c)      all amounts which relate to the redemption of Trust Units and
                  which have become payable in cash by the Trust in such
                  Distribution Period and any expenses of the Trust in such
                  Distribution Period; and

         (d)      any other amounts (including taxes) required by law or
                  hereunder to be deducted, withheld or paid by or in respect of
                  the Trust in such Distribution Period.

5.2      COMPUTATION OF INCOME AND NET REALIZED CAPITAL GAINS

         (a)      The "INCOME OF THE TRUST" for any taxation year of the Trust
                  shall be the net income for the year determined pursuant to
                  the provisions of the Tax Act (other than Subsection 104(6)
                  and paragraph 82(1)(b)) having regard to the provisions
                  thereof which relate to the calculation of income of a trust,
                  and taking into account such adjustments thereto as are
                  determined by the Trustees in respect of dividends received
                  from taxable Canadian corporations, amounts paid or payable by
                  the Trust to holders of Trust Units and such other amounts as
                  may be determined in the discretion of the Trustees; provided,
                  however, that capital gains and capital losses shall be
                  excluded from the computation of net income.

         (b)      The "NET REALIZED CAPITAL GAINS" of the Trust for any taxation
                  year of the Trust shall be determined as the amount, if any,
                  by which the aggregate of the capital gains of the Trust for
                  the year exceeds: (i) the aggregate of the capital losses of
                  the Trust for the year; (ii) any capital gains which are
                  realized by the Trust as a result of a redemption of Trust
                  Units pursuant to Article 6; and (iii) the amount determined
                  by the Trustees in respect of

<PAGE>
                                      -15-


                  any net capital losses for prior taxation years which the
                  Trust is permitted by the Tax Act to deduct in computing the
                  taxable income of the Trust for the year.

5.3      DISTRIBUTIONS OF CASH FLOW OF THE TRUST

         The Trustees shall, subject to any limitations contained in any
Offering Document, on or before each Distribution Record Date on or after the
Effective Date, declare payable to the holders of Trust Units on such
Distribution Record Date all or any part of the Cash Flow of the Trust for the
Distribution Period which includes such Distribution Record Date. The
proportionate share for each Trust Unit of the amount of such Cash Flow of the
Trust (or portion thereof declared payable) shall be determined by dividing such
amount by the number of issued and outstanding Trust Units on such Distribution
Record Date. The share of such Cash Flow of the Trust (or portion thereof
declared payable) attributable to each holder of Trust Units shall be an amount
equal to the proportionate share for each Trust Unit of the amount of such Cash
Flow of the Trust (or portion thereof declared payable) multiplied by the number
of Trust Units owned of record by each such holder of Trust Units on such
Distribution Record Date. Subject to Sections 5.7 and 5.8, Cash Flow of the
Trust which has been declared to be payable to holders of Trust Units in respect
of a Distribution Period shall be paid in cash on the Distribution Payment Date
in respect of such Distribution Period.

5.4      OTHER DISTRIBUTIONS

         (a)      In addition to the distributions which are made payable to
                  holders of Trust Units pursuant to Section 5.3, the Trustees
                  may declare to be payable and make distributions to holders of
                  Trust Units, from time to time, out of Income of the Trust,
                  Net Realized Capital Gains, the capital of the Trust or
                  otherwise, in any year, in such amount or amounts, and on such
                  dates as the Trustees may determine.

         (b)      Having regard to the present intention of the Trustees to
                  allocate, distribute and make payable to holders of Trust
                  Units all of the Income of the Trust, Net Realized Capital
                  Gains and any other applicable amounts so that the Trust will
                  not have any liability for tax under Part I of the Tax Act in
                  any taxation year, the following amounts shall, without any
                  further actions on the part of the Trustees, be due and
                  payable to holders of Trust Units of record on December 31 in
                  each such year:

                  (i)      an amount equal to the amount, if any, by which the
                           Income of the Trust for such year exceeds the
                           aggregate of the portions, if any, of each
                           distribution made by the Trust pursuant to Section
                           5.3 and Section 5.4(a) which have been determined by
                           the Trustees, pursuant to Section 5.5, to have been
                           payable by the Trust out of Income of the Trust for
                           such year; and

                  (ii)     an amount equal to the amount, if any, by which the
                           Net Realized Capital Gains of the Trust for such year
                           exceeds the aggregate of the portions, if any, of
                           each distribution made by the Trust pursuant to
                           Section 5.3 and Section
                            5.4(a) which have been determined by the Trustees,
                           pursuant to Section 5.5, to have been payable by the
                           Trust out of Net Realized Capital Gains for such
                           year.

         (c)      The proportionate share of each Trust Unit of the amount of
                  any distribution made pursuant to either or both of Sections
                  5.4(a) and (b) shall be determined by dividing such amount by
                  the number of issued and outstanding Trust Units on the
                  applicable record date in respect of a distribution pursuant
                  to Section 5.4(a) and on December 31 in respect of a
                  distribution pursuant to Section 5.4(b). Each holder of Trust
                  Units' share of the amount of any such distribution shall be
                  an amount equal to the proportionate share of each Trust Unit
                  of such amount multiplied by the number of Trust Units owned
                  of record

<PAGE>
                                      -16-


                  by each such holder of Trust Units on such applicable record
                  date or December 31 in the year of such distribution, as the
                  case may be. Subject to Section 5.7, amounts which are payable
                  to holders of Trust Units pursuant to either Section 5.4(a) or
                  (b) shall be paid in cash on the Distribution Payment Date
                  which immediately follows the applicable record date in
                  respect of a distribution pursuant to Section 5.4(a) or
                  December 31 in the applicable year in respect of a
                  distribution pursuant to Section 5.4(b).

5.5      CHARACTER OF DISTRIBUTIONS AND DESIGNATIONS

         In accordance with and to the extent permitted by the Tax Act, the
Trustees in each year shall make designations in respect of the amounts payable
to holders of Trust Units for such amounts that the Trustees consider to be
reasonable in all of the circumstances, including, without limitation,
designations relating to taxable dividends received by the Trust in the year on
shares of taxable Canadian corporations (or designated in respect of the Trust
where the Trust is a beneficiary of another trust), net capital gains realized
by the Trust in the year (or designated in respect of the Trust where the Trust
is a beneficiary of another trust) and foreign source income of the Trust for
the year, as well as elect under Subsections 104(13.1) and/or (13.2) of the Tax
Act that income be taxed to the Trust, rather than to such Unitholders.
Distributions payable to holders of Trust Units pursuant to this Article 5 shall
be deemed to be distributions of Income of the Trust, Net Realized Capital
Gains, trust capital or other items in such amounts as the Trustees shall, in
their absolute discretion, determine. For greater certainty, it is hereby
declared that any distribution of Net Realized Capital Gains shall include the
non-taxable portion of the capital gains of the Trust which are encompassed in
such distribution. Without limiting the generality of the foregoing and in
addition to the distributions which are made payable to holders of Trust Units,
the Trustees may designate any capital gain realized by the Trust as a result of
the redemption of Units pursuant to Section 6.5 to the redeeming Unitholders in
accordance with that Section 6.5.

5.6      ENFORCEABILITY OF RIGHT TO RECEIVE DISTRIBUTIONS

         For greater certainty, it is hereby declared that each holder of Trust
Units shall have the legal right to enforce payment of any amount payable to
such Unitholder as a result of any distribution, which are payable to such
Unitholder pursuant to this Article 5.

5.7      METHOD OF PAYMENT OF DISTRIBUTIONS

         (a)      Where the Trustees determine that the Trust does not have
                  available cash in an amount sufficient to make payment of the
                  full amount of any distribution which has been declared to be
                  payable pursuant to this Article 5 on the due date for such
                  payment, the payment may, at the option of the Trustees,
                  include the issuance of additional Trust Units, or fractions
                  of Trust Units, if necessary, having a value equal to the
                  difference between the amount of such distribution and the
                  amount of cash which has been determined by the Trustees to be
                  available for the payment of such distribution.

         (b)      The value of each Trust Unit which is issued pursuant to
                  Section 5.7(a) shall be the closing market price (as defined
                  in Section 6.3) of the Trust Units on the applicable
                  Distribution Record Date in respect of a distribution pursuant
                  to Section 5.3, on the applicable Distribution Record Date in
                  respect of a distribution under Section 5.4(a) or December 31
                  in respect of a distribution under Section 5.4(b), provided
                  that if the particular date is not a Business Day then the
                  closing market price shall be determined on the last Business
                  Day which precedes such particular date.

<PAGE>
                                      -17-


5.8      WITHHOLDING TAXES

         The Trustees may deduct or withhold from distributions payable to any
holder of Trust Units all amounts required by law to be withheld from such
distribution, whether those distributions are in the form of cash, additional
Trust Units or otherwise. In the event of a distribution in the form of
additional Trust Units or property other than cash, the Trustees may sell Trust
Units or other property of those Unitholders to pay those withholding taxes and
to pay all of the Trustees' reasonable expenses with regard thereto and the
Trustees shall have the power of attorney of the Unitholder to do so. Any such
sale of Trust Units shall be made on any stock exchange on which the Trust Units
are then listed and upon that sale, the affected Unitholder shall cease to be
the holder of those Trust Units. In the event that withholding taxes are
exigible on any distribution or redemption amounts distributed under this
Declaration of Trust and the Trust was unable to withhold taxes from a
particular distribution to a Unitholder or has not otherwise withheld taxes on
particular distributions to the Unitholders, the Trust shall be permitted to
withhold amounts from other distributions to satisfy the withholding tax
obligation. In addition, Non-Resident holders of Trust Units will be required to
pay all withholding taxes payable in respect of any distributions in the form of
additional Trust Units, or otherwise, under Section 5.7.

5.9      DEFINITIONS

         Unless otherwise specified or the context otherwise requires, any term
in this Article 5 which is defined in the Tax Act shall have for the purposes of
this Article 5 the meaning that it has in the Tax Act.

                                    ARTICLE 6
                            REDEMPTION OF TRUST UNITS

6.1      RIGHT OF REDEMPTION

         Each holder of Trust Units shall be entitled to require the Trust to
redeem at any time or from time to time at the demand of such holder of Trust
Units all or any part of the Trust Units registered in the name of such holder
of Trust Units at the prices determined and payable in accordance with the terms
and conditions hereinafter provided.

6.2      EXERCISE OF REDEMPTION RIGHT

         (a)      To exercise a right to require redemption of Trust Units under
                  this Article 6, a duly completed and properly executed notice
                  requesting the Trust to redeem Trust Units, in a form
                  reasonably acceptable to the Trustees, specifying the number
                  of Trust Units to be so redeemed, shall be sent by a holder of
                  Trust Units to the Trust at the head office of the Trust and
                  to CDS. No form or manner of completion or execution shall be
                  sufficient unless the same is in all respects satisfactory to
                  the Trustees and CDS and is accompanied by any further
                  evidence that the Trustees or CDS may reasonably require with
                  respect to the identity, capacity or authority of the person
                  giving such notice.

         (b)      Upon receipt by the Trust of the notice to redeem Trust Units,
                  the holder of Trust Units 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 provided for herein)
                  including the right to receive any distributions thereon which
                  are declared payable to the holders of Trust Units of record
                  on a date which is subsequent to the day of receipt by the
                  Trust of such notice. Trust Units shall be considered to be
                  tendered for redemption on the date that the Trust and CDS
                  have, to their satisfaction, received the notice and other
                  required documents or evidence as aforesaid.

<PAGE>
                                      -18-


6.3      CASH REDEMPTION

         (a)      Subject to Section 6.4, upon receipt by the Trust of the
                  notice to redeem Trust Units in accordance with Section 6.2,
                  the holder of the Trust Units tendered for redemption shall be
                  entitled to receive a price per Trust Unit (hereinafter called
                  the "REDEMPTION PRICE") equal to the lesser of:

                  (i)      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

                  (ii)     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.

                  For the purposes of Section 6.3(a)(i), the "MARKET PRICE"
                  shall be, 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.

                  For the purposes of Section 6.3(a)(ii), the "CLOSING MARKET
                  PRICE" shall be (i) an amount equal to the closing price of
                  the Trust Units if there was a trade on the date on which the
                  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 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 trading prices of Trust Units
                  traded on a particular day; or (iii) the average of the last
                  bid and ask prices on the date if there was no trading on the
                  date.

         (b)      Subject to Sections 6.4 and 6.5, the Redemption Price payable
                  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.
                  Payments made by the Trust of the Redemption Price are
                  conclusively deemed to have been made upon the mailing of a
                  cheque in a postage prepaid envelope addressed to the former
                  holder of Trust Units unless such cheque is dishonoured upon
                  presentment. Upon such payment, the Trust shall be discharged
                  from all liability to the former holders of Trust Units in
                  respect of the Trust Units so redeemed.

<PAGE>
                                      -19-


6.4      NO CASH REDEMPTION IN CERTAIN CIRCUMSTANCES

         Section 6.3(b) shall not be applicable to Trust Units tendered for
redemption by a holder of Trust Units, if:

         (a)      the total amount payable by the Trust pursuant to Section 6.3
                  in respect of such Trust Units and all other Trust Units
                  tendered for redemption in the same calendar month exceeds
                  $50,000 (the "MONTHLY LIMIT"); 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.
                  Trust Units tendered for redemption in any calendar month in
                  which the total amount payable by the Trust pursuant to
                  Section 6.3(b) exceeds the Monthly Limit will be redeemed for
                  cash on a pro-rata basis up to the Monthly Limit pursuant to
                  Section 6.3(b) and, unless any applicable regulatory approvals
                  are required, by a distribution IN SPECIE under Section 6.5,
                  on a pro-rata basis, for the balance;

         (b)      at the time such Trust Units are tendered for redemption, the
                  outstanding Trust Units are not listed for trading on the
                  Toronto Stock Exchange or traded or quoted on any stock
                  exchange or market which the Trustees consider, in their sole
                  opinion, provides representative fair market value 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.

6.5      IN SPECIE REDEMPTION

         If, pursuant to Section 6.4, Section 6.3(b) is not applicable to Trust
Units tendered for redemption by a Unitholder, the Redemption Price per Trust
Unit specified in Section 6.3 to which the Unitholder would otherwise be
entitled (provided that if the Redemption Price cannot be otherwise determined
then the Redemption Price of a Trust Unit shall be the fair market value thereof
as determined by the Trustees in their sole discretion), subject to receipt of
all necessary regulatory approvals (which the Trust shall use reasonable
commercial efforts to obtain forthwith), shall be paid and satisfied by the
delivery to holders of Trust Units tendered for redemption of a distribution IN
SPECIE. In such circumstances, the Trust shall, by written notice to PDLP and
Precision exercise its rights under the Support Agreement to: (a) require PDLP
to request repayment of debt owed by Precision to PDLP; (b) require Precision to
create new notes (the "REDEMPTION NOTES") to be issued under a note indenture on
the terms set out in the Support Agreement; (c) using the funds received from
the repayment of debt in (a), require PDLP to subscribe for such number of
Redemption Notes as is determined by the Trustees to be equal to the Redemption
Price; and (d) require PDLP to distribute to the Trust, as a limited partner of
PDLP, the Redemption Notes. The Redemption Notes will then be distributed by the
Trust to the redeeming Unitholder in full satisfaction of the Redemption Price.

         No fractional Redemption Notes in integral multiples of less than $100
will be so distributed and, where the number of such Redemption Notes includes a
fraction or multiple less than $100, that number shall be rounded down to the
next lowest whole number or integral multiple of $100.

<PAGE>
                                      -20-


         As an alternative to distributing Redemption Notes in satisfaction of
the Redemption Price for Trust Units tendered for redemption in the
circumstances described in this Section 6.5, the Trustees may, provided certain
conditions have been met, determine to satisfy the Redemption Price by way of an
alternate form of distribution IN SPECIE to redeeming Unitholders. In order to
make an IN SPECIE distribution other than Redemption Notes to redeeming
Unitholders or for the Trust to redeem Trust Units with its own indebtedness
under this Section 6.5, the Trustees must have received both a written opinion
from tax counsel that such a distribution of Trust Assets does not have a
material adverse effect on other 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 on the redemption of
Trust Units, the Trust may, in the discretion of the Trustees, make payable to
that Unitholder any capital gain or income realized by the Trust as a result of
the redemption of Trust Units, or any capital gain realized by the Trust as a
result of such distribution to the Unitholder.

         The Redemption Price payable pursuant to this Section 6.5 in respect of
Trust Units tendered for redemption during any month shall, subject to receipt
of all necessary regulatory approvals, be paid by the transfer, to or to the
order of the 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. In respect of any Trust Assets being transferred in payment of
the Redemption Price, the Trust shall be entitled to all interest paid or
accrued and unpaid in respect of such Trust Assets (including any other
instruments on which interest is accruing), to and including the date of
transfer thereof. Payments by the Trust of the Redemption Price are conclusively
deemed to have been made upon the mailing of the documents evidencing ownership
of the property so distributed by registered mail in a postage prepaid envelope
addressed to the former Unitholder and/or any party having a security interest.
Upon such payment, the Trust shall be discharged from all liability to the
former Unitholder and any party having a security interest in respect of the
Trust Units so redeemed.

6.6      PURCHASE FOR CANCELLATION

         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.

6.7      CANCELLATION OF ALL REDEEMED TRUST UNITS

         All Trust Units which are redeemed or purchased for cancellation under
this Article 6 shall be cancelled and such Trust Units shall no longer be
outstanding and shall not be reissued.

6.8      WITHHOLDINGS BY THE TRUSTEES

         The Trustees may deduct or withhold from all payments or other
distributions payable to any Unitholder pursuant to this Article 6 all amounts
required by applicable law to be so withheld.

6.9      RETRACTION OF SPECIAL VOTING UNITS

         At such time as no Exchangeable Securities (other than Exchangeable
Securities owned by the Trust and its affiliates) relating to a Special Voting
Unit are outstanding, and no shares of stock, debt, options or other securities
or agreements which could give rise to the issuance of any such Exchangeable
Securities to any person (other than the Trust and its affiliates) exist, the
applicable Special Voting Unit

<PAGE>
                                      -21-


shall automatically be redeemed by the Trust for no consideration and cancelled.
Upon any such redemption or other purchase or acquisition of a Special Voting
Unit by the Trust, such Special Voting Unit shall be deemed retired and
cancelled and may not be reissued.

                                    ARTICLE 7
                                    TRUSTEES

7.1      NUMBER OF TRUSTEES

         The Trustees shall consist of not less than three and no more than
eleven Trustees (provided that prior to the Closing the Trust may have a minimum
of one Trustee), with the number of Trustees from time to time within such range
being fixed by resolution of the Trustees; provided that until otherwise so
determined by resolution, from and after the Closing the number of Trustees
shall be three. A majority of the Trustees must be residents of Canada (within
the meaning of the Tax Act) at all times.

7.2      CALLING AND NOTICE OF MEETINGS

         Meetings of the Trustees shall be called and held from time to time at
such time and at such place as the Trustees, the Chairman of the Trustees or any
two Trustees may determine, and any one Trustee or officer of the Trust may give
notice of meetings when directed or authorized by such persons. Notice of each
meeting of the Trustees shall be given to each Trustee not less than 48 hours
before the time when the meeting is to be held, provided that if a quorum of
Trustees is present, the Trustees may without notice hold a meeting immediately
following an annual meeting of Unitholders. A Trustee may waive this notice and
the presence of such Trustee at such a meeting will be deemed to be a waiver of
this notice requirement except where such Trustee attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting has not been lawfully called or convened. Notice of a meeting
of the Trustees may be given verbally, in writing or by telephone, fax or
electronic mail. A notice of a meeting of Trustees need not specify the purpose
of or the business to be transacted at the meeting. Notwithstanding the
foregoing, the Trustees may by resolution from time to time fix a day or days in
any month or months for regular meetings of the Trustees at a place and hour to
be named, in which case, provided that a copy of such resolution is sent to each
Trustee forthwith after being passed and forthwith after each Trustee's
appointment, no other notice shall be required for any such regular meeting.

7.3      PLACE OF MEETINGS

         Meetings of the Trustees may be held at any place in Canada. A Trustee
who attends a meeting of Trustees, in person or by telephone, is deemed to have
consented to the location of the meeting except when he or she attends the
meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully held.

7.4      MEETINGS BY TELEPHONE

         With the consent of the chairman of the meeting or a majority of the
other Trustees present at the meeting, a Trustee may participate in a meeting of
the Trustees or of a committee of the Trustees by means of telephone, electronic
or other communication facilities that permit all persons participating in the
meeting to communicate with each other, provided that a majority of Trustees
participating in the meeting are either residents of Canada within the meaning
of the Tax Act or present in Canada. A Trustee participating in such a meeting
in such manner shall be considered present at the meeting and at the place of
the meeting.

<PAGE>
                                      -22-


7.5      QUORUM

         The quorum for the transaction of business at any meeting of the
Trustees shall consist of a majority of the number of Trustees then holding
office, provided that a majority of Trustees participating in the meeting are
residents of Canada within the meaning of the Tax Act and, notwithstanding any
vacancy among the number of Trustees, a quorum of Trustees may exercise all of
the powers of the Trustees.

7.6      CHAIRMAN

         The chairman of any meeting of the Trustees shall be the Trustee
present at the meeting who holds the office of Chairman of the Trustees (as
appointed by the Trustees under Section 7.10) or if such person is not present,
the Trustees present shall choose one of their number to be chairman.

7.7      ACTION BY THE TRUSTEES

         At all meetings of the Trustees every question shall be decided by a
majority of the votes cast on the question. In the case of equality of votes,
the chairman of the meeting shall not be entitled to a second or casting vote.
The powers of the Trustees may be exercised by resolution passed at a meeting at
which a quorum is present or by resolution in writing signed by all Trustees who
would be entitled to vote on that resolution at a meeting of the Trustees.
Resolutions in writing may be signed in counterparts (including by facsimile)
each of which shall be deemed to be an original and all originals together shall
be deemed to be one and the same instrument.

7.8      ADJOURNED MEETING

         Any meeting of the Trustees may be adjourned from time to time by the
chairman of the meeting with the consent of the meeting to a fixed time and
place. Further notice of the adjourned meeting need not be given. The adjourned
meeting shall be duly constituted if a quorum is present and if it is held in
accordance with the terms of the adjournment. If there is not a quorum present
at the adjourned meeting, the original meeting shall be deemed to have
terminated upon its adjournment.

7.9      REMUNERATION AND EXPENSES
         The Trustees shall be paid such reasonable remuneration for their
services as the Trustees may from time to time determine. The Trustees shall
also be entitled to be reimbursed for reasonable traveling and other expenses
properly incurred by them in attending meetings of the board of Trustees or any
committee thereof or in connection with their services as Trustees. No Trustee
compensation shall be paid to Trustees who are members of management of
Precision or other subsidiaries of the Trust, and no Trustee will receive
compensation for acting as a director of the General Partner or Precision or any
of their respective subsidiaries (other than for fees for attending board or
committee meetings of such entities that do not run concurrently with meetings
of the board of Trustees). Nothing herein contained shall preclude any Trustee
from serving the Trust in any other capacity and receiving remuneration
therefor.

7.10     OFFICERS

         The Trustees from time to time may appoint one or more officers of the
Trust, including without limitation a Chairman of the Trustees, and, without
prejudice to rights under any employment contract, may remove any officer of the
Trust. The powers and duties of each officer of the Trust shall be those
determined from time to time by the Trustees and, in the absence of such
determination, shall be those usually applicable to the office held.

<PAGE>
                                      -23-


                                    ARTICLE 8
              APPOINTMENT, RESIGNATION AND REMOVAL OF THE TRUSTEES

8.1      QUALIFICATION OF TRUSTEES

         The following persons are disqualified from being a Trustee of the
Trust:

         (a)      anyone who is less than eighteen years of age;

         (b)      anyone who is of unsound mind and has been so found by a Court
                  in Canada or elsewhere;

         (c)      a person who is not an individual; and

         (d)      a person who has the status of bankrupt or is insolvent.

8.2      APPOINTMENT AND ELECTION OF TRUSTEES

         The Initial Trustees are hereby appointed as the initial Trustees of
the Trust for an initial term of office which, subject to Section 8.5, shall
expire (subject to further appointment or election) at the close of the first
annual meeting of Unitholders. Except as otherwise provided herein, Trustees
shall be elected (including the re-election of incumbent Trustees) at each
annual meeting of Unitholders, and may be elected at a special meeting of
Unitholders, in each case to hold office, subject to Section 8.5, for a term
expiring at the close of the next annual meeting of Unitholders following such
an election. Any such election shall be made either by a resolution approved by
a majority of the votes cast at a meeting of Unitholders or shall be made by
resolution in writing in the manner set out in Section 12.11. Notwithstanding
the foregoing:

         (a)      if no Trustees are elected at the annual meeting of
                  Unitholders held immediately before the term of office of the
                  existing Trustees expires, such existing Trustees shall
                  continue to hold the office of Trustees under this Declaration
                  of Trust until successors have been elected or appointed or
                  they cease to hold office; and

         (b)      the Trustees may, between annual meetings of Unitholders,
                  appoint one or more additional Trustees for a term to expire
                  (subject to further appointment) at the close of the next
                  annual meeting of Unitholders, but the number of additional
                  Trustees so appointed shall not at any time exceed one-third
                  of the number of Trustees who held office at the later of the
                  Closing and the expiration of the immediately preceding annual
                  meeting of Unitholders.

8.3      CONSENT TO ACT

         (a)      A person who is elected or appointed a Trustee hereunder,
                  other than the Initial Trustees whose consent to act is given
                  by his or her signature hereto, must, either before or after
                  such election or appointment, consent in writing to do so.
                  Without limiting the form of such consent, the execution and
                  delivery to the Trust of a form of consent substantially as
                  follows will satisfy such requirement:

                  "To: Precision Drilling Trust (the "Trust")

                  And to: The Trustees thereof

<PAGE>
                                      -24-


                  The undersigned hereby consents to act as a Trustee of the
                  Trust and hereby agrees, upon the later of the date of this
                  consent and the date of the undersigned's election or
                  appointment as a Trustee of the Trust, to thereby become a
                  party, as a Trustee, to the Declaration of Trust dated as of
                  the 22nd day of September, 2005, and as the same may be
                  amended from time to time, constituting the Trust and to be
                  bound by the obligations and liabilities of a Trustee
                  thereunder.

                  I am a resident of__________________________________

                  Dated: _____________________________________________

                           ___________________________________________
                           [Signature]

                           ___________________________________________
                           [Print Name]"

         (b)      Upon the later of a person being elected or appointed a
                  Trustee hereunder and executing and delivering to the Trust a
                  consent substantially as set forth in Section 8.3(a), such
                  person shall become a Trustee hereunder and shall be deemed to
                  be a party (as a Trustee) to this Declaration of Trust, as
                  amended from time to time.

8.4      FAILURE TO ELECT MINIMUM NUMBER OF TRUSTEES

         If a meeting of Unitholders fails to elect the minimum number of
Trustees required by this Declaration of Trust by reason of the disqualification
or death of any nominee, the Trustees elected at the meeting may exercise all of
the powers of the Trustees if the number of Trustees so elected constitutes a
quorum and the majority of Trustees remaining are residents of Canada.

8.5      CEASING TO HOLD OFFICE

         A Trustee ceases to hold office when:

         (a)      he or she dies or resigns;

         (b)      he or she is removed in accordance with Section 8.6; or

         (c)      he or she ceases to be duly qualified to act as a Trustee as
                  provided under Section 8.1.

         A resignation of a Trustee becomes effective 30 days from the date a
written resignation is received by the Trust, or on the date specified in the
resignation, whichever is later, provided that if, upon the resignation becoming
effective, the number of remaining Trustees would be less than the number
necessary to constitute a quorum for a meeting of Trustees, the resignation is
not effective until the resigning Trustee's successor is duly elected or
appointed as a Trustee.

         Upon a Trustee ceasing to hold office as such hereunder, such Trustee
shall cease to be a party (as a Trustee) to this Declaration of Trust; provided,
however, that such Trustee shall continue to be entitled to be paid any amounts
owing by the Trust to the Trustee and to the benefits of the indemnity provided
in Section 9.9. Upon the resignation or removal of any Trustee, or upon a
Trustee otherwise ceasing to be a Trustee, the Trustee shall cease to have the
rights, privileges and powers of a Trustee hereunder, shall execute and deliver
such documents as the remaining Trustees shall require for the conveyance of any
Trust property held in that Trustee's name, shall account to the remaining
Trustees as they may require for all property which that Trustee holds as
Trustee, shall resign from all representative or other positions

<PAGE>
                                      -25-


held by such Trustee on behalf of the Trust, including as a director or officer
of any person in which the Trust owns securities (directly or indirectly) and
shall thereupon be discharged as Trustee. Upon the incapacity or death of any
Trustee, his or her legal representative shall execute and deliver on his or her
behalf such documents as the remaining Trustees may require. In the event that a
Trustee or his or her legal representatives, as applicable, are unable or
unwilling to execute and deliver such required documents, each of the remaining
Trustees is hereby appointed as the attorney of such Trustee for the purpose of
executing and delivering such required documents. This power of attorney granted
to each of the remaining Trustees is not intended to be an enduring power of
attorney within the meaning of the POWERS OF ATTORNEY ACT (Alberta), exercisable
during a Trustee's incapacity to manage property, or any similar power of
attorney under equivalent legislation in any of the provinces or territories of
Canada (a "CPOA"). The execution of this power of attorney will not terminate
any CPOA granted by the Trustee previously and will not be terminated by the
execution by the Trustee in the future of a CPOA, and each Trustee hereby agrees
not to take any action in the future which results in the termination of this
power of attorney.

         If a Trustee ceases to hold office for any reason, and such cessation
results in the board of Trustees not having a majority of Trustees who are
resident of Canada, the Trustees will, as soon as possible, fill the vacancy in
accordance with Section 8.8 in order that a majority of Trustees shall be
residents of Canada and if necessary, one or more Trustees who are
Non-Residents, to be determined by the Trustees, at any time shall resign
(temporarily or otherwise) so that a majority of Trustees shall be residents of
Canada.

8.6      REMOVAL OF TRUSTEES

         The Unitholders may remove any Trustee or Trustees from office, by
resolution approved by a majority of the votes cast at a meeting of Unitholders
called for that purpose. A vacancy created by the removal of a Trustee may be
filled at the meeting of Unitholders at which the Trustee is removed or, if not
so filled, may be filled as set forth in Section 8.8.

8.7      VACANCIES

         No vacancy of the office of the Trustees shall operate to annul this
Declaration of Trust or affect the continuity of the Trust.

8.8      FILLING VACANCIES

         A quorum of Trustees may fill a vacancy among the Trustees, except a
vacancy resulting from an increase in the number of Trustees or from a failure
to elect or appoint the minimum number of Trustees fixed by or pursuant to this
Declaration of Trust. If there is not a quorum of Trustees, or if there has been
a failure to elect or appoint the minimum number of Trustees required by or
pursuant to this Declaration of Trust, the Trustees then in office shall
forthwith call a special meeting of Unitholders to fill the vacancy and, if they
fail to call a meeting or if there are no Trustees then in office, the meeting
may be called by any Unitholder. A Trustee elected or appointed to fill a
vacancy holds office, subject to Section 8.5, until the close of the next annual
meeting of Unitholders.

8.9      VALIDITY OF ACTS

         Any act of a Trustee is valid notwithstanding any irregularity in the
appointment or election of the Trustees or a defect in the qualifications of the
Trustees.

<PAGE>
                                      -26-


8.10     SUCCESSOR AND ADDITIONAL TRUSTEES

         The rights of the Trustees to control and exclusively administer the
Trust and to have the title to the Trust Assets drawn up in their names or in
the name of any other successor and all other rights of the Trustees at law
shall vest automatically in any person who may hereafter become a Trustee upon
such person's due appointment and qualification without any further act and such
person shall thereupon have all the rights, privileges, powers, authorities,
obligations and immunities of a Trustee hereunder.

                                    ARTICLE 9
                             CONCERNING THE TRUSTEES

9.1      POWERS OF THE TRUSTEES

         Subject to the terms and conditions of this Declaration of Trust, the
Trustees may exercise from time to time in respect of the Trust Assets and the
investments and affairs of the Trust any and all rights, powers and privileges
that could be exercised by a legal and beneficial owner thereof.

         Subject to the specific limitations contained in this Declaration of
Trust, the Trustees shall have, without further or other action or consent, and
free from any power of control on the part of the Unitholders, full, absolute
and exclusive power, control and authority 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 beneficial owner of the Trust Assets in their own
right, to do all such acts and things as in their sole judgment and discretion
are necessary or incidental to, or desirable for, carrying out the trust created
hereunder. In construing the provisions of this Declaration of Trust,
presumption shall be in favour of the granted powers and authority to the
Trustees. The enumeration of any specific power or authority herein (including
pursuant to Section 9.2) shall not be construed as limiting the general powers
or authority or any other specified power or authority conferred herein on the
Trustees. To the maximum extent permitted by law the Trustees shall, in carrying
out investment activities, not be in any way restricted by the provisions of the
laws of any jurisdiction limiting or purporting to limit investments which may
be made by trustees.

9.2      SPECIFIC POWERS AND AUTHORITIES

         Subject only to Section 4.1 and any other express limitations contained
in this Declaration of Trust and in addition to any other powers and authorities
conferred by this Declaration of Trust or which the Trustees may have by virtue
of any present or future statute or rule of law, the Trustees without any action
or consent by the Unitholders shall have and may exercise at any time and from
time to time the following powers and authorities which may or may not be
exercised by the Trustees in such manner and upon such terms and conditions as
it may from time to time determine proper, provided that the exercise of such
powers and authorities does not adversely affect the status of the Trust as a
"unit trust" and a "mutual fund trust" for purposes of the Tax Act:

         (a)      to supervise the activities and manage the investments and
                  affairs of the Trust;

         (b)      to maintain records and provide reports to Unitholders;

         (c)      to open, operate and close accounts and other similar credit,
                  deposit and banking arrangements and to negotiate and sign
                  banking and financing contracts and agreements;

         (d)      without limit as to amount, issue any type of debt securities
                  or convertible debt securities and borrow money or incur any
                  other form of indebtedness for the purpose of carrying out the
                  purposes of the Trust or for other expenses incurred in
                  connection with the Trust and enter into hedging arrangements
                  with respect thereto and for such purposes may

<PAGE>
                                      -27-


                  draw, make, execute and issue promissory notes and other
                  negotiable and non-negotiable instruments or securities and
                  evidences of indebtedness, secure the payment of sums so
                  borrowed or indebtedness incurred and mortgage, hypothecate,
                  pledge, assign or grant a security interest in any money owing
                  to the Trust or in Trust Assets or engage in any other means
                  of financing the Trust;

         (e)      to obtain security, including encumbrances on assets, to
                  secure the full payment of monies owed to the Trust and the
                  performance of obligations in favour of the Trust, and to
                  exercise all of the rights of the Trust, and to perform all of
                  the obligations of the Trust, under such security;

         (f)      to exercise and enforce any and all rights of foreclosure, to
                  bid on property on sale or foreclosure, to take a conveyance
                  in lieu of foreclosure with or without paying a consideration
                  therefor and in connection therewith to revive the obligation
                  on the covenants secured by such security and to exercise and
                  enforce in any action, suit or proceeding at law or in equity
                  any rights or remedies with respect to any such security or
                  guarantee;

         (g)      to establish places of business of the Trust;

         (h)      to manage the Trust Assets;

         (i)      to grant broad discretion to a third party to administer and
                  manage the day-to-day operations of the Trust and to make
                  executive decisions which conform to the general policies and
                  principles set forth in this Declaration of Trust or otherwise
                  established by the Trustees from time to time, including but
                  not limited to entering into the Administration Agreement;

         (j)      to invest, hold shares, trust units, beneficial interests,
                  partnership interests (other than general partnership
                  interests), joint venture interests or other interests in any
                  person necessary or useful to carry out the purpose of the
                  Trust;

         (k)      to cause title to any of the Trust Assets to be drawn up in
                  the name of such person on behalf of the Trust or, to the
                  extent permitted by applicable law, in the name of the Trust,
                  as the Trustees shall determine;

         (l)      to determine conclusively the allocation to capital, income or
                  other appropriate accounts of all receipts, expenses and
                  disbursements;

         (m)      to enter into any agreement or instrument to create or provide
                  for the issue of Trust Units and Special Voting Units
                  (including any firm or best efforts underwriting agreement),
                  to cause such Trust Units and Special Voting Units to be
                  issued for such consideration as the Trustees, in their sole
                  discretion, may deem appropriate and to do such things and
                  prepare and sign such documents, including the prospectus and
                  any registration rights agreement, to qualify such Trust Units
                  and Special Voting Units for sale in whatever jurisdictions
                  they will be sold or offered for sale;

         (n)      to enter into any agreement in connection with, or to
                  facilitate, the issuance of Exchangeable Securities;

         (o)      to make or cause to be made application for the listing or
                  quotation on any stock exchange or market of any Trust Units
                  or other securities of the Trust, and to do all things

<PAGE>
                                      -28-


                  which in the opinion of the Trustees may be necessary or
                  desirable to effect or maintain such listing or listings or
                  quotation;

         (p)      to determine conclusively the value of any or all of the Trust
                  Assets from time to time and, in determining such value, to
                  consider such information and advice as the Trustees in their
                  sole judgment, may deem material and reliable;

         (q)      to collect, sue for and receive all sums of money or other
                  property or items that are believed due to the Trust;

         (r)      to effect payment of distributions to the holders of Trust
                  Units as provided in Article 5;

         (s)      to invest funds of the Trust as provided in Article 4;

         (t)      if the Trustees become aware by written notice that the
                  beneficial owners of 49% of the Trust Units or securities
                  exchangeable into Trust Units then outstanding are, or may be,
                  Non-Residents or that such situation is imminent, the Trustees
                  shall obtain such advice as they deem appropriate in order to
                  ascertain the tax and other implications that such level of
                  Non-Resident ownership may have for the Trust and Unitholders
                  and if and to the extent that they determine that such level
                  of Non-Resident ownership would have material adverse tax or
                  other consequences to the Trust or Unitholders, shall ensure
                  that appropriate limitations on Non-Resident ownership as
                  provided in Section 13.5 are met;

         (u)      to possess and exercise all the rights, powers and privileges
                  pertaining to the ownership of the securities of the General
                  Partner and other securities of the Trust to the same extent
                  that any person might, unless otherwise limited herein, and,
                  without limiting the generality of the foregoing, to vote or
                  give any consent, request or notice, or waive any notice,
                  either in person or by proxy or power of attorney, with or
                  without power of substitution, to one or more persons, which
                  proxies and powers of attorney may be for meetings or actions
                  generally or for any particular meeting or action and may
                  include the exercise of discretionary power;

         (v)      where reasonably required, to engage, employ or contract with
                  or retain on behalf of the Trust any persons as agents,
                  representatives, employees or independent contractors
                  (including, without limitation, investment advisors,
                  registrars, underwriters, accountants, lawyers, appraisers,
                  brokers, consultants, technical advisors, depositories,
                  custodians, transfer agents or otherwise) in one or more
                  capacities;

         (w)      except as prohibited by applicable law, to delegate any of the
                  powers and duties of the Trustees to any one or more agents,
                  representatives, officers, employees, independent contractors
                  or other persons the doing of such things and the exercise of
                  such powers hereunder as the Trustees may from time to time
                  reasonably require, so long as any such delegation is not
                  inconsistent with any of the provisions of this Declaration of
                  Trust and subject at all times to the general control and
                  supervision of the Trustees as provided for herein;

         (x)      to engage in, intervene in, prosecute, join, defend,
                  compromise, abandon or adjust, by arbitration or otherwise,
                  any actions, suits, disputes, claims, demands or other
                  litigation or proceedings, regulatory or judicial, relating to
                  the Trust, the assets of the Trust or the Trust's affairs, to
                  enter into agreements therefor, whether or not any suit or
                  proceeding is commenced or claim asserted and, in advance of
                  any controversy, to enter into agreements regarding the
                  arbitration, adjudication or settlement thereof;

<PAGE>
                                      -29-


         (y)      to arrange for insurance contracts and policies insuring the
                  Trust, its assets, any affiliate of the Trust and/or any or
                  all of the Trustees or the Unitholders, including against any
                  and all claims and liabilities of any nature asserted by any
                  person arising by reason of any action alleged to have been
                  taken or omitted by the Trust or by the Trustees or
                  Unitholders;

         (z)      to cause legal title to any of the assets of the Trust to be
                  held by and/or in the name of a Trustee, or except as
                  prohibited by law, by and/or in the name of the Trust or any
                  other custodian or person, on such terms, in such manner, with
                  such powers in such person as the Trustees may determine and
                  with or without disclosure that the Trust or the Trustee is
                  interested therein; provided, however, that should legal title
                  to any of the Trust Assets be held by and/or in the name of
                  any person or persons other than a Trustee or the Trust, the
                  Trustees shall require such person or persons to execute a
                  trust agreement acknowledging that legal title to such assets
                  is held in trust for the benefit of the Trust;

         (aa)     to redeem Trust Units (or rights, warrants, convertible
                  securities, options or other securities) for such
                  consideration as the Trustees may deem appropriate in their
                  sole discretion, and to redeem Special Voting Units for no
                  consideration and such redemption to be subject to the terms
                  and conditions of this Declaration of Trust;

         (bb)     the Trustees shall use their reasonable commercial efforts to
                  ensure that the Trust qualifies at all times as a "mutual fund
                  trust" pursuant to Section 132(6) of the Tax Act;

         (cc)     in addition to the mandatory indemnification provided for in
                  Section 9.9 to the extent permitted by law to indemnify, or
                  enter into agreements with respect to the indemnification of,
                  any person with whom the Trust has dealings including, without
                  limitation, the Trustees, the Depository, registrar and
                  transfer agent or escrow agent, to such extent as the Trustees
                  shall determine and to the extent permitted by law;

         (dd)     without the approval or confirmation of Unitholders, enact and
                  from time to time amend or repeal by-laws not inconsistent
                  with this Declaration of Trust containing provisions relating
                  to the Trust, the Trust Assets and the conduct of the affairs
                  of the Trust, but not in conflict with any provision of this
                  Declaration of Trust;

         (ee)     to pay all taxes or assessments, of whatever kind or nature,
                  whether within or outside Canada, imposed upon or against the
                  Trustees in connection with the Trust Assets, undertaking or
                  Income of the Trust, or imposed upon or against the Trust
                  Assets, undertaking or Income of the Trust or Net Realized
                  Capital Gains, or any part thereof and to settle or compromise
                  disputed tax liabilities and for the foregoing purposes to
                  make such returns, take such deductions, and make such
                  designations, elections, allocations and determinations in
                  respect of the Income of the Trust or Net Realized Capital
                  Gains distributed to holders of Trust Units in the year and
                  any other matter as shall be permitted under the Tax Act and
                  analogous provisions of any provincial income tax legislation
                  (provided that to the extent necessary the Trustees will seek
                  the advice of the Trust's Counsel or the Auditors), and do all
                  such other acts and things as may be deemed by the Trustees in
                  their sole discretion to be necessary, desirable or
                  convenient;

         (ff)     to guarantee the obligations of any of the Precision Entities
                  and any subsidiary of any of them and any other subsidiary of
                  the Trust and granting security interests in the Trust Assets
                  as security for such guarantee;

         (gg)     to subdivide or consolidate from time to time the issued and
                  outstanding Trust Units;

<PAGE>
                                      -30-


         (hh)     to provide indemnities for the directors and officers of any
                  affiliate of the Trust;

         (ii)     to form any subsidiary of the Trust for the purpose of making
                  any Subsequent Investment and entering into or amending any
                  unanimous shareholders agreement or other agreement on such
                  terms as may be approved by the Trustees;

         (jj)     to purchase Trust Units for cancellation in accordance with
                  applicable regulatory requirements; and

         (kk)     to do all such other acts and things as are incidental to the
                  foregoing, and to exercise all powers which are necessary or
                  useful to carry on the purpose and activities of the Trust, to
                  promote or advance any of the purposes for which the Trust is
                  formed and to carry out the provisions of this Declaration of
                  Trust whether or not specifically mentioned herein.

         The Trustees shall, except as may be prohibited by applicable law, have
the right to delegate authority for the above-referenced matters to a manager or
administrator (including Precision under the Administration Agreement) if the
Trustees determine in their sole discretion that such delegation is desirable to
effect the administration of the duties of the Trustees under this Declaration
of Trust. The Trustees may also delegate to officers of the Trust, Precision,
and their respective affiliates certain powers for management of the day-to-day
affairs of the Trust, provided such delegation is not inconsistent with this
Declaration of Trust.

9.3      SECURITIES HELD BY THE TRUST

         Subject to the provisions hereof, the shares of the General Partner
held from time to time by the Trustees as part of the Trust Assets may be voted
by the Trustees at any and all meetings of shareholders of the General Partner
and the Trustees are entitled to vote in such manner as the Trustees, in their
sole discretion, consider to be in the best interests of the holders of Trust
Units.

9.4      RESTRICTIONS ON TRUSTEES' POWERS

         (a)      Notwithstanding Section 9.3, without the approval of the
                  Unitholders by Special Resolution at a meeting of Unitholders
                  called for that purpose, the Trustees may not under any
                  circumstances whatsoever vote, directly or indirectly, any
                  securities of the General Partner, nor permit the General
                  Partner to vote any securities of PDLP; nor permit PDLP to
                  vote its securities of Precision, to authorize:

                  (i)      any sale, lease or other disposition (other than a
                           disposition by the grant of a security interest) of,
                           or any interest in, all or substantially all of the
                           direct or indirect assets of the General Partner,
                           PDLP or Precision, except: (i) in conjunction with an
                           internal reorganization; (ii) pursuant to a good
                           faith charge, pledge, mortgage, lien, security
                           interest or other encumbrance granted by any of them
                           over their respective property in the ordinary course
                           of business; or (iii) any charge, pledge, mortgage,
                           lien, security interest or other encumbrance, granted
                           by the Trust over the Trust Assets as contemplated by
                           Section 9.2 pursuant to any guarantee or as financial
                           assistance in respect of any obligation of any of
                           them;

                  (ii)     any amalgamation, arrangement, merger,
                           reorganization, recapitalization, business
                           combination or similar transaction involving the
                           General Partner, PDLP or Precision, except in
                           conjunction with an internal reorganization; or

                  (iii)    the winding-up, liquidation or dissolution of the
                           General Partner, Precision or (unless all of such
                           limited partnership interests therein are owned
                           directly or

<PAGE>
                                      -31-


                           indirectly by the Trust) PDLP prior to the end of the
                           term of the Trust, except in conjunction with an
                           internal reorganization.

         (b)      Except as part of an internal reorganization of the direct or
                  indirect assets of the Trust as a result of which the Trust
                  has the same interest, whether direct or indirect, in the
                  assets as the interest, whether direct or indirect, that it
                  had prior to the reorganization, the Trustees shall have no
                  power to:

                  (i)      sell or otherwise dispose of any securities of the
                           General Partner except pursuant to a pledge in
                           accordance with Section 9.2(d) hereof or an IN SPECIE
                           redemption under Section 6.5 hereof; or

                  (ii)     sell all or substantially all of the Trust Assets, in
                           a single transaction or a series of related
                           transactions,

                  except with the approval of the Unitholders by Special
                  Resolution.

9.5      BANKING

         The banking activities of the Trust, or any part thereof, including,
but without restricting the generality of the foregoing, the operation of the
Trust's accounts; the making, signing, drawing, accepting, endorsing,
negotiation, lodging, depositing or transferring of any cheques, promissory
notes, drafts, acceptances, bills of exchange and orders for the payment of
money; the giving of receipts for orders relating to any property of the Trust;
the execution of any agreement relating to any property of the Trust; the
execution of any agreement relating to any such banking activities and defining
the rights and powers of the parties thereto; and the authorizing of any officer
of such banker to do any act or thing on the Trust's behalf to facilitate such
banking activities, shall be transacted with such bank, trust company, or other
firm or corporation carrying on a banking business as the Trustees may
designate, appoint or authorize from time to time and shall be transacted on the
Trust's behalf by one or more officers of the Trust as the Trustees may
designate, appoint or authorize from time to time.

9.6      STANDARD OF CARE AND DUTIES

         The Trustees, in exercising the powers and authority conferred upon
them hereunder, shall act honestly and in good faith with a view to the best
interests of the Trust and in connection therewith shall exercise the degree of
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. A Trustee shall not be liable in carrying out his or
her duties under this Declaration of Trust except in cases where the Trustee
fails to act honestly and in good faith with a view to the best interests of the
Trust or to exercise the degree of care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances. The duties and
standard of care of the Trustees provided as aforesaid are intended to be
similar to, and not to be any greater than, those imposed on a director of a
corporation governed by the ABCA. Unless otherwise required by law, the Trustees
shall not be required to give surety bond or security in any jurisdiction for
the performance of any duties or obligations hereunder. The Trustees shall not
be required to devote their entire time to the investments or business or
affairs of the Trust.

9.7      FEES AND EXPENSES

         As part of the expenses of the Trust, the Trustees may pay or cause to
be paid out of the Trust Assets, reasonable fees, costs and expenses incurred in
connection with the administration and management of the Trust, including
(without limitation) fees of auditors, accountants, lawyers, appraisers and
other agents, consultants and professional advisors employed by or on behalf of
the Trust and the cost

<PAGE>
                                      -32-


of reporting or giving notices to Unitholders. All costs, charges and expenses
properly incurred by the Trustees on behalf of the Trust shall be payable out of
the Trust Assets.

9.8      LIMITATIONS ON LIABILITY OF TRUSTEES

         (a)      Subject to the standard of care set forth in Section 9.6, none
                  of the Trustees nor any officer, employee or agent thereof
                  shall be liable to any Unitholder 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 monies or
                  securities; for any action or failure to act of any other
                  person to whom the Trustees have delegated any of their duties
                  under this Declaration of Trust; or for any other action or
                  failure to act including, without limitation, the failure to
                  compel in any way any former Trustee to redress any breach of
                  trust or any failure by any person to perform obligations or
                  pay monies owed to the Trust, except for a breach of the
                  standard of care, diligence and skill as set out in Section
                  9.6 or a breach of Section 9.4. If the Trustees have retained
                  an appropriate expert or advisor with respect to any matter
                  connected with their duties under this Declaration of Trust,
                  the Trustees may act or refuse to act based on the advice of
                  such expert or advisor and, notwithstanding any provision of
                  this Declaration of Trust, including, without limitation, the
                  standard of care, diligence and skill set out in Section 9.6
                  hereof, the Trustees shall not be liable for any action or
                  refusal to act based on the advice of any such expert or
                  advisor which it is reasonable to conclude is within the
                  expertise of such expert or advisor to give.

         (b)      Subject to the standard of care set forth in Section 9.6, none
                  of the Trustees nor any officer, employee or agent thereof
                  shall be subject to any liability whatsoever in tort, contract
                  or otherwise, in connection with Trust Assets or the affairs
                  of the Trust, including, without limitation, in respect of any
                  loss or diminution in value of any Trust Assets, to the Trust
                  or to the Unitholders or to any other person for anything done
                  or permitted to be done by the Trustees. The Trustees shall
                  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
                  arising out of anything done or permitted or omitted to be
                  done in respect of the execution of the duties of the office
                  of Trustees for or in respect to the affairs of the Trust. No
                  property or assets of the Trustees, owned in their personal
                  capacity or otherwise, will be subject to any levy, execution
                  or other enforcement procedure with regard to any obligations
                  under this Declaration of Trust or under any other related
                  agreements. No recourse may be had or taken, directly or
                  indirectly, against the Trustees in their personal capacity or
                  against any incorporator, shareholder, director, officer,
                  employee or agent of the Trustees or any successor of the
                  Trustees. The Trust shall be solely liable therefor and resort
                  shall be had solely to the Trust Assets for payment or
                  performance thereof.

9.9      INDEMNIFICATION OF TRUSTEES

         Each Trustee, each former Trustee, each officer of the Trust and each
former officer of the Trust shall be entitled to be and shall be indemnified and
reimbursed out of the Trust Assets in respect of any and all taxes, penalties or
interest in respect of unpaid taxes or other governmental charges imposed upon
the Trustee or officer in consequence of such person's performance of such
person's duties hereunder and in respect of any and all costs, charges and
expenses, including amounts paid to settle an action or satisfy a judgment,
reasonably incurred in respect of any civil, criminal or administrative action
or proceeding to which the Trustee, former Trustee, officer or former officer is
made a party by reason of being or having been a Trustee or officer of the Trust
or, at the request of the Trust, a director, trustee or officer of any Precision
Entity; provided that a Trustee, former Trustee, officer or former officer shall
not be

<PAGE>
                                      -33-


indemnified out of the Trust Assets in respect of unpaid taxes or other
governmental charges or in respect of such costs, charges and expenses that
arise out of or as a result or in the course of his or her failure to act
honestly and in good faith with a view to the best interests of the Trust, or
out of or as a result of or in the course of his or her failure to exercise that
degree of care, diligence or skill that a reasonably prudent person would
exercise in comparable circumstances or, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, where
such person did not have reasonable grounds for believing that his or her
conduct was lawful. A Trustee, former Trustee, officer or former officer shall
not be entitled to satisfy any right of indemnity or reimbursement granted
herein, or otherwise existing under law, except out of the Trust Assets, and no
holder of Trust Units or other Trustee or officer shall be personally liable to
any person with respect to any claim for such indemnity or reimbursement as
aforesaid.

9.10     CONTRACTUAL OBLIGATIONS OF TRUST

         (a)      All reasonable efforts shall be made to ensure that every
                  contract entered into by or on behalf of the Trust, whether by
                  the Trustees, or otherwise, shall (except as the Trustees may
                  otherwise expressly agree in writing with respect to personal
                  liability of the Trustees) include a provision substantially
                  to the following effect:

                           "The parties hereto acknowledge that the Trustees are
                           entering into this agreement solely in their capacity
                           as Trustees or as agent, as the case may be, on
                           behalf of Precision Drilling Trust (the "TRUST") and
                           the obligations of the Trust hereunder shall not be
                           personally binding upon the Trustees, or any of the
                           Unitholders of the Trust or any annuitant under a
                           plan of which a Unitholder is a trustee or carrier
                           (an "ANNUITANT") and that any recourse against the
                           Trust, the Trustees, or any Unitholder or annuitant
                           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 dated
                           as of the 22nd day of September, 2005, as from time
                           to time amended, supplemented or restated."

                  This provision shall be held in trust and enforced by the
                  Trustees for the benefit of the Unitholders and annuitants.
                  The omission of such a provision from any such written
                  agreement shall not operate to impose personal liability on
                  the Trustees or any Unitholder or annuitant.

         (b)      The omission of such statement from any such document or
                  instrument shall not render any Trustee, Unitholder or
                  annuitant liable to any person, nor shall any Trustee,
                  Unitholder or annuitant be liable for such omission. If,
                  notwithstanding this provision, any Trustee, Unitholder or
                  annuitant shall be held liable to any person by reason of the
                  omission of such statement from any such agreement,
                  undertaking or obligation, such Trustee, Unitholder or
                  annuitant shall be entitled to indemnity and reimbursement out
                  of the Trust Assets to the full extent of such liability.

9.11     CONFLICTS OF INTEREST

         If a Trustee or an officer of the Trust is a party to a material
contract or transaction or proposed material contract or transaction with the
Trust, or is a director or officer or employee of, or has a material interest
in, any person who is a party to a material contract or transaction or proposed
material contract or

<PAGE>
                                      -34-


transaction with the Trust, such Trustee or officer of the Trust, as the case
may be, shall disclose in writing to the Trustees or request to have entered in
the minutes of meetings of Trustees the nature and extent of such interest.

         (a)      The disclosure required in the case of a Trustee or officer
                  shall be made:

                  (i)      at the meeting of Trustees at which a proposed
                           contract or transaction is first considered;

                  (ii)     if the Trustee or officer was not then interested in
                           a proposed contract or transaction, at the first such
                           meeting after he or she becomes so interested;

                  (iii)    if the Trustee or officer becomes interested after a
                           contract is made or a transaction is entered into, at
                           the first meeting after he or she becomes so
                           interested; or

                  (iv)     if a person who is interested in a contract or
                           transaction later becomes a Trustee or officer, at
                           the first such meeting of Trustees after he or she
                           assumes that capacity.

         (b)      Notwithstanding paragraph (a), where this section applies to
                  any person in respect of a material contract or transaction or
                  proposed material contract or transaction that, in the
                  ordinary course of the business of the Trust, would not
                  require approval by the Trustees or the Unitholders, such
                  person shall disclose in writing to the Trustees or request to
                  have entered in the minutes of meetings of Trustees the nature
                  and extent of his interest forthwith after that person becomes
                  aware of the contract or transaction or proposed contract or
                  transaction.

         (c)      A Trustee or officer referred to in this section shall not
                  vote on any resolution to approve the contract or transaction
                  unless the contract or transaction is:

                  (i)      one relating primarily to his or her remuneration as
                           a Trustee, officer, employee or agent of the Trust;

                  (ii)     one for indemnity under Section 9.9 hereof or for the
                           purchase of liability insurance; or

                  (iii)    one with any affiliate of the Trust.

         (d)      For the purposes hereof, a general notice to the Trustees by a
                  Trustee or an officer of the Trust or any other person
                  referred to in this Section 9.11 disclosing that he or she is
                  a director, officer or employee of or has a material interest
                  in a person and is to be regarded as interested in any
                  contract made or any transaction entered into with that
                  person, is a sufficient disclosure of interest in relation to
                  any contract so made or transaction so entered into.

         (e)      Where a material contract is made or a material transaction is
                  entered into between the Trust and any one or more of its
                  Trustees or officers, or between the Trust and another person
                  of which a Trustee or officer of the Trust is a director or
                  officer or in which he or she has a material interest:

                  (i)      the Trustee or officer, as applicable, is not
                           accountable to the Trust or to the Unitholders for
                           any profit or gain realized from the contract or
                           transaction; and

<PAGE>
                                      -35-


                  (ii)     the contract or transaction is neither void nor
                           voidable,

                  by reason only of that relationship or by reason only that the
                  Trustee is present at or is counted to determine the presence
                  of a quorum at the meeting of Trustees or committee of
                  Trustees that authorized the contract or transaction, if the
                  Trustee disclosed his or her interest in accordance with this
                  Section 9.11 and the contract or transaction was reasonable
                  and fair to the Trust at the time it was so approved.

         (f)      Notwithstanding anything in this section, but without limiting
                  the effect of paragraph (e) hereof, a Trustee or officer of
                  the Trust, acting honestly and in good faith, is not
                  accountable to the Trust or to the Unitholders for any profit
                  or gain realized from any such contract or transaction by
                  reason only of holding the office of Trustee or officer, and
                  the contract or transaction, if it was reasonable and fair to
                  the Trust at the time it was approved, is not by reason only
                  of the Trustee's or officer's interest therein void or
                  voidable, where:

                  (i)      the contract or transaction is confirmed or approved
                           at a meeting of Unitholders duly called for that
                           purpose; and

                  (ii)     the nature and extent of the Trustee's or officer's
                           interest in the contract or transaction are disclosed
                           in reasonable detail in the notice calling the
                           meeting or in any information circular required to be
                           provided by this Declaration of Trust.

         (g)      Subject to paragraphs (e) and (f) hereof, where any Trustee or
                  officer of the Trust fails to disclose his or her interest in
                  a material contract or transaction in accordance with this
                  Declaration of Trust or otherwise fails to comply with this
                  section, the Trustees or any Unitholder, in addition to
                  exercising any other rights or remedies in connection with
                  such failure exercisable at law or in equity, may apply to a
                  court for an order setting aside the contract or transaction
                  and directing that the Trustee or officer account to the Trust
                  for any profit or gain realized.

         (h)      Any Trustee may act as the trustee and/or administrator of any
                  compensation plan (including any equity related compensation
                  plan) for directors, officers, employees or other persons
                  related to the Trust, the General Partner or any other
                  affiliate of the Trust, and it will not be a conflict of
                  interest hereunder for the Trustee to so act.

         (i)      Each Trustee, in his or her personal capacity or any other
                  capacity, may buy, lend upon and deal in securities of the
                  Trust without being liable to account for any profit made
                  thereby.

         (j)      The provisions of this Section 9.11 shall apply to the
                  Administrator and any affiliate thereof which is a party to a
                  material contract or transaction or proposed material contract
                  or transaction with the Trust, MUTATIS MUTANDIS.

9.12     CONDITIONS PRECEDENT

         The obligation of the Trustees to commence or continue any act, action,
suit or proceeding or to represent the Trust in any action, suit or proceeding
shall be conditional upon sufficient funds being available to the Trustees from
the Trust Assets to commence or continue such act, action, suit or proceeding or
to represent the Trust in any action, suit or proceeding and an indemnity
reasonably satisfactory to the Trustees to protect and hold harmless the
Trustees against the costs, charges and expenses and liabilities to be incurred
therein and any loss and damage it may suffer by reason thereof.

<PAGE>
                                      -36-


         None of the provisions contained in this Declaration of Trust shall
require the Trustees to expend or risk their own funds or otherwise incur
financial liability in the performance of their duties or in the exercise of any
of their rights or powers unless they are given an indemnity and funding
satisfactory to the Trustees, acting reasonably.

9.13     RELIANCE UPON TRUSTEES AND OFFICERS

         Any person dealing with the Trust in respect of any matters pertaining
to the Trust Assets and any right, title or interest therein or to the Trust or
to securities of the Trust shall be entitled to rely on a certificate, statutory
declaration or resolution executed or certified by the Trustees or any officer
of the Trust appointed by the Trustees as to the capacity, power and authority
of the Trustees or any other person to act for and on behalf and in the name of
the Trust. No person dealing with the Trustees or officers of the Trust shall be
bound to see the application of any funds or property passing into the hands or
control of the Trustees or officers of the Trust. The receipt of the Trustees or
officers of the Trust for monies or other consideration shall be binding upon
the Trust.

9.14     DELEGATION OF POWERS TO THE ADMINISTRATOR

         Except as expressly prohibited by law, the Trustees may grant or
delegate to the Administrator such authority and such powers as the Trustees may
in their discretion deem necessary or desirable to effect the actual
administration of the duties of the Trustees under this Declaration of Trust,
without regard to whether such authority is normally granted or delegated by
trustees. The Trustees may grant broad discretion to the Administrator to
administer and manage the day-to-day operations of the Trust, to act as agent
for the Trust, to execute documents on behalf of the Trust and to make executive
decisions which conform to general policies and general principles set forth
herein and in any administration or management agreement including, without
limitation, the power to retain and instruct such appropriate experts or
advisors to perform those duties and obligations herein which it is not
qualified to perform (and the Administrator shall notify the Trustees of the
name of the person or persons retained or instructed and the terms and
conditions thereof). The Trustees may enter into the Administration Agreement
and any other contract with the Administrator relating to the Administrator's
authority, term of appointment, compensation and other matters deemed desirable
by the Trustees. The Trustees shall have no liability or responsibility for any
actions of the Administrator hereunder or under the Administration Agreement and
the Trustees, in relying upon the Administrator, shall be deemed to have
complied with their obligations under Section 9.6 hereof.

                                   ARTICLE 10
                             COMMITTEES OF TRUSTEES

10.1     DELEGATION

         Except as prohibited by law, the Trustees may appoint from their number
a committee of Trustees and may delegate to the committee of Trustees such
authority as the Trustees may in their sole discretion deem necessary or
desirable to effect the administration of the duties of the Trustees under this
Declaration of Trust, without regard to whether such authority is normally
granted or delegated by Trustees.

10.2     PROCEDURE

         Unless otherwise determined by the Trustees, a quorum for meetings of
any committee shall be a majority of its members, each committee shall have the
power to appoint its chairman and the rules for calling, holding, conducting and
adjourning meetings of the committee shall be the same as those governing the
Trustees. Each member of a committee shall serve during the pleasure of the
Trustees and, in any event, only so long as he or she shall be a Trustee. The
Trustees may fill vacancies in a committee

<PAGE>
                                      -37-


by appointment from among their members. Provided that a quorum is maintained,
the committee may continue to exercise its powers notwithstanding any vacancy
among its members.

                                   ARTICLE 11
                                    AMENDMENT

11.1     AMENDMENT

         The provisions of this Declaration of Trust, except where specifically
provided otherwise, may only be amended by Special Resolution; provided that the
provisions of this Declaration of Trust may be amended by the Trustees without
the consent, approval or ratification of the Unitholders or any other person at
any time:

         (a)      for the purpose of ensuring 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
                  taxation laws;

         (d)      to remove any conflicts or inconsistencies in this 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,

but notwithstanding the foregoing, no such amendment shall modify the voting
rights of any Unit or reduce the fractional undivided interest in the Trust
Assets represented by any Trust Unit without the consent of the holder of such
Unit, and no amendment shall reduce the percentage of votes required to be cast
at a meeting of the Unitholders for the purpose of this Section 11.1 without the
consent of the holders of all of the Units then outstanding.

11.2     NOTIFICATION OF AMENDMENT

         As soon as shall be practicable after the making of any amendment
pursuant to Section 11.1 and in any event not later than the date the Trust is
required to provide the financial disclosure in Section 16.7, the Trustees shall
furnish written notification of the substance of such amendment to each
Unitholder.

11.3     AMENDMENTS PRIOR TO THE EFFECTIVE DATE

         Notwithstanding Sections 12.5 and 15.1, on or before the Effective
Date, the Trustees shall execute and deliver such indentures or instruments
supplemental hereto or in restatement hereof, which may add to, delete, amend,
vary or change any of the provisions hereof, as may be necessary to give proper
effect to the intent and purpose of the Arrangement.

<PAGE>
                                      -38-


ARTICLE 12
                             MEETINGS OF UNITHOLDERS

12.1     ANNUAL AND SPECIAL MEETINGS OF UNITHOLDERS

         (a)      Annual meetings of the Unitholders shall be called, commencing
                  in 2006, on a day on or before June 30 in each year, at a time
                  and at a place in Canada set by the Trustees. The business
                  transacted at such meetings shall include the presentation of
                  the audited financial statements of the Trust for the
                  immediately preceding fiscal year, the election of the
                  Trustees for the ensuing year, the appointment of Auditors for
                  the ensuing year, and the transaction of such other business
                  as Unitholders may be entitled to vote upon as hereinafter
                  provided in this Article 12 or as the Trustees may determine
                  or as may be properly brought before the meeting.

         (b)      Special meetings of the Unitholders may be called at any time
                  and for any purpose by the Trustees.

         (c)      Unitholders holding in the aggregate not less than 5% of all
                  votes entitled to be voted at a meeting of Unitholders may
                  requisition the Trustees to call a special meeting of
                  Unitholders for the purposes stated in the requisition. The
                  requisition shall:

                  (i)      be in writing;

                  (ii)     set forth the name and address of, and number of
                           Trust Units and Exchangeable Securities (and votes
                           attached thereto which, in the aggregate, must not be
                           less than 5% of all votes entitled to be voted at a
                           meeting of Unitholders) held by, each person who is
                           supporting the requisition; and

                  (iii)    shall state in reasonable detail the business to be
                           transacted at the meeting and shall be sent to the
                           Trustees. Upon receiving a requisition complying with
                           the foregoing, the Trustees shall call a meeting of
                           Unitholders to transact the business referred to in
                           the requisition, unless:

                           A.       a record date for a meeting of Unitholders
                                    has been fixed and notice thereof has been
                                    given to each stock exchange in Canada on
                                    which the Trust Units are listed for
                                    trading;

                           B.       the Trustees have called a meeting of
                                    Unitholders and has given notice thereof
                                    pursuant to Section 12.2; or

                           C.       in connection with the business as stated in
                                    the requisition:

                                    (1)      it clearly appears that a matter
                                             covered by the requisition is
                                             submitted by the Unitholder
                                             primarily for the purpose of
                                             enforcing a personal claim or
                                             redressing a personal grievance
                                             against the Trust, the Trustees,
                                             the Unitholders or one or more of
                                             the Precision Entities, or
                                             primarily for the purpose of
                                             promoting general economic,
                                             political, religious, social or
                                             similar causes or primarily for a
                                             purpose that does not relate in a
                                             significant way to the business or
                                             affairs of the Trust;

                                    (2)      the Trust, at the Unitholder's
                                             request, had previously included a
                                             matter substantially the same as a
                                             matter covered by the

<PAGE>
                                      -39-


                                             requisition in an information
                                             circular relating to a meeting of
                                             Unitholders held within 30 months
                                             preceding the receipt of such
                                             requisition and the Unitholder
                                             failed to present the matter, in
                                             person or by proxy, at the meeting;

                                    (3)      substantially the same matter
                                             covered by the requisition was
                                             submitted to Unitholders in an
                                             information circular relating to a
                                             meeting of Unitholders held within
                                             30 months preceding the receipt of
                                             such requisition and the matter
                                             covered by the requisition was
                                             defeated; or

                                    (4)      the rights conferred by this
                                             Section 12.1 are being abused to
                                             secure publicity.

         (d)      If the Trustees do not, within 21 days after receiving the
                  requisition, call a meeting (except where the grounds for not
                  calling the meeting are one or more of those set forth in
                  subsection 12.1(c) above), any Unitholder who signed the
                  requisition may call the meeting in accordance with the
                  provisions of Article 12, MUTATIS MUTANDIS.

         (e)      Meetings of Unitholders (other than annual meetings) shall be
                  held in Calgary, Alberta, or at such other place as the
                  Trustees shall designate.

         (f)      The chair of any annual or special meeting shall be a person
                  designated by the Trustees for the purpose of such meeting
                  except that, on the motion of any Unitholder, any person may
                  be elected as chair by a majority of the votes cast by
                  Unitholders represented at the meeting instead of such
                  designated person or in the event that no person shall be
                  designated by the Trustees.

         (g)      The Trustees, the Auditors and any other person approved by
                  the Trustees, the chair of the meeting or by resolution passed
                  by a majority of the votes cast by Unitholders represented at
                  the meeting may attend meetings of the Unitholders.

         (h)      Any person entitled to attend a meeting of Unitholders may
                  participate in the meeting, subject to and in accordance with
                  applicable securities laws, if any, by means of a telephonic,
                  electronic or other communication facility that permits all
                  participants to communicate adequately with each other during
                  the meeting, if the Trust makes available such a communication
                  facility. A person participating in a meeting by such means is
                  deemed for the purposes of this Declaration of Trust to be
                  present at the meeting.

         (i)      If the Trustees or the Unitholders call a meeting of
                  Unitholders pursuant to this Declaration of Trust, the
                  Trustees or Unitholders, as the case may be, may determine
                  that the meeting shall be held, subject to and in accordance
                  with applicable securities laws, if any, entirely by means of
                  a telephonic, electronic or other communication facility that
                  permits all participants to communicate adequately with each
                  other during the meeting.

12.2     NOTICE OF MEETINGS

         Notice of all meetings of Unitholders shall be given by unregistered
mail, postage prepaid, addressed to each Unitholder at the Unitholder's last
address on the books of the Trust, mailed at least 21 days and not more than 50
days before the meeting. Such notice shall specify the time when, and the place
where, such meeting is to be held and shall specify the nature of the business
to be transacted at such meeting in sufficient detail to permit a Unitholder to
form a reasoned judgment thereon, together with the text of any Special
Resolution, at the time of mailing of the notice, proposed to be passed. Any

<PAGE>
                                      -40-


adjourned meeting, other than a meeting adjourned for lack of a quorum under
Section 12.3, may be held as adjourned without further notice. The accidental
omission to give notice or the non-receipt of such notice by a Unitholder shall
not invalidate any resolution passed at any such meeting. Notwithstanding the
foregoing, a meeting of Unitholders may be held at any time without notice if
all the Unitholders are present or represented thereat or those not so present
or represented have waived notice. Any Unitholder (or a duly appointed proxy of
a Unitholder) may waive any notice required to be given under the provisions of
this Section 12.2, and such waiver, whether given before or after the meeting,
shall cure any default in the giving of such notice.

12.3     QUORUM

         At any meeting of the Unitholders, subject as hereinafter provided, a
quorum shall consist of two or more individuals present in person either holding
personally or representing as proxies not less in aggregate than 5% of the votes
attached to all outstanding Units. In the event of such quorum not being present
at the appointed place on the date for which the meeting is called within 30
minutes after the time fixed for the holding of such meeting, the meeting, if
called by request of Unitholders, shall be terminated and, if otherwise called,
shall stand adjourned to such day being not less than 7 days later and to such
place and time as may be appointed by the chair of the meeting. If at such
adjourned meeting a quorum as above defined is not present, the Unitholders then
present either personally or by proxy shall form a quorum, and any business may
be brought before or dealt with at such an adjourned meeting which might have
been brought before or dealt with at the original meeting in accordance with the
notice calling the same.

12.4     VOTING RIGHTS OF UNITHOLDERS

         Subject to the Voting and Exchange Trust Agreement, only Unitholders of
record shall be entitled to vote and each Unit shall entitle the holder or
holders of that Unit on a poll vote at any meeting of Unitholders to the voting
rights set out herein. Every question submitted to a meeting, other than a
Special Resolution, shall, unless a poll vote is demanded, be decided by a show
of hands vote, on which every person present and entitled to vote shall be
entitled to one vote. At any meeting of Unitholders, any holder of Units
entitled to vote thereat may vote by proxy and a proxyholder need not be a
Unitholder, provided that no proxy shall be voted at any meeting unless it shall
have been received by the Transfer Agent for verification at least 24 hours
prior to the commencement of such meeting. When any Unit is held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Unit, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote purporting to be executed by or on
behalf of a Unitholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the challenger.

12.5     RESOLUTIONS BINDING THE TRUST

         Unitholders shall be entitled to pass resolutions that will bind the
Trust only with respect to the following matters:

         (a)      the election or removal of a Trustee as provided in Article 8;

         (b)      the appointment or removal of Auditors as provided in Article
                  17;

         (c)      amendments of this Declaration of Trust as provided in Section
                  11.1;

         (d)      the termination of the Trust as provided in Section 14.2;

         (e)      the sale of all or substantially all of the Trust Assets;

<PAGE>
                                      -41-


         (f)      the exercise of voting rights attached to the voting
                  securities of the General Partner held by the Trust as
                  provided in Section 9.3;

         (g)      the dissolution of the Trust prior to the end of its term; and

         (h)      the ratification of any Unitholder rights plan, distribution
                  reinvestment plan, Trust Unit purchase plan, Trust Unit option
                  plan, incentive option plan or other compensation plan
                  contemplated by Section 3.8 requiring Unitholder approval.

Except with respect to the above matters set out in this Section 12.5, no action
taken by the Unitholders or any resolution of the Unitholders at any meeting
shall in any way bind the Trustees. Any action taken or resolution passed in
respect of any matter on which Unitholder approval is required under this
Declaration of Trust shall be by Special Resolution, unless the contrary is
otherwise expressly provided under any specific provision of this Declaration of
Trust and except for the matters set out in Sections 12.5(a), (b) and 12.5(f)
above which matters may be dealt with by Ordinary Resolution.

12.6     MEANING OF "SPECIAL RESOLUTION" AND "ORDINARY RESOLUTION"

         (a)      "SPECIAL RESOLUTION" when used in this Declaration of Trust
                  means, subject to this Article 12, a resolution proposed to be
                  passed as a special resolution at a meeting of Unitholders
                  (including an adjourned meeting) duly convened for that
                  purpose and held in accordance with the provisions of this
                  Article 12 and passed by more than 66 2/3% of the votes cast
                  on such resolution by Unitholders represented at the meeting.

         (b)      "ORDINARY RESOLUTION" when used in this Declaration of Trust
                  means, subject to this Article 12 (and further, subject to
                  compliance with the requirements of any applicable laws or the
                  rules of any applicable stock exchange that prohibit specified
                  Unitholders from voting on resolutions in specified
                  circumstances), a resolution proposed to be passed at a
                  meeting of Unitholders (including an adjourned meeting) duly
                  convened and held in accordance with the provisions of this
                  Article 12 and passed by more than 50% of the votes cast on
                  such resolution by Unitholders represented at the meeting.

         (c)      Votes on any resolution shall be by show of hands unless the
                  Chair of the meeting or a Unitholder requests a poll.

12.7     MEANING OF "OUTSTANDING"

         Every Unit issued, certified and delivered hereunder shall be deemed to
be outstanding until it shall be cancelled or delivered to the Trustees or
Transfer Agent for cancellation provided that:

         (a)      when a new certificate has been issued in substitution for a
                  Unit Certificate which has been lost, stolen, mutilated or
                  destroyed, only the new certificates shall be counted for the
                  purposes of determining the number of Units outstanding;

         (b)      for the purpose of any provision of this Declaration of Trust
                  entitling Unitholders to vote, sign consents, requisitions or
                  other instruments or take any action under this Declaration of
                  Trust, Units owned directly or indirectly, legally or
                  equitably, by the Trust or any Precision Entity shall be
                  disregarded, except that:

                  (i)      for the purpose of determining whether the Trustees
                           shall be protected in relying on any such vote,
                           consent, requisition or other instrument or action
                           only the Units which the Trustees know are so owned
                           shall be so disregarded; and

<PAGE>
                                      -42-


                  (ii)     Units so owned which have been pledged in good faith
                           other than to the Trust or any Precision Entity shall
                           not be so disregarded if the pledgee shall establish
                           to the satisfaction of the Trustees the pledgee's
                           right to vote such Units in his or her discretion
                           free from the control of the Trust or any Precision
                           Entity; and

         (c)      for the purposes of Section 12.7(b), the Transfer Agent shall
                  provide a certificate which will state the number of Units and
                  the certificate numbers of certificates, if certificates are
                  issued, held by the Trust or any Precision Entity. The
                  Trustees shall be entitled to rely on such certificate in
                  order to disregard the votes of any of such parties.

12.8     RECORD DATE FOR VOTING

         For the purpose of determining the Unitholders who are entitled to vote
or act at any meeting or any adjournment thereof, the Trustees may fix a date
not more than 60 days and not less than 21 days prior to the date of any meeting
of Unitholders as a record date for the determination of Unitholders entitled to
vote at such meeting or any adjournment thereof, and any Unitholder who was a
Unitholder at the time so fixed shall be entitled to vote at such meeting or any
adjournment thereof even though the Unitholder has since that time disposed of
his or her Units, and no Unitholder becoming such after that time shall be so
entitled to vote at such meeting or any adjournment thereof. In the event that
the Trustees do not fix a record date for any meeting of Unitholders, the record
date for such meeting shall be the Business Day immediately proceeding the date
upon which notice of the meeting is given as provided under Section 12.2.

12.9     BINDING EFFECT OF RESOLUTIONS

         Every Ordinary Resolution and every Special Resolution passed in
accordance with the provisions of this Declaration of Trust at a meeting of
Unitholders shall be binding upon all the Unitholders, whether present at or
absent from such meeting, and each Unitholder shall be bound to give effect
accordingly to every such Ordinary Resolution and Special Resolution.

12.10    SOLICITATION OF PROXIES

         A Unitholder shall have the right to appoint a proxy to attend and act
for the Unitholder at any meeting of Unitholders. The Trustees shall solicit
proxies from Unitholders in connection with all meetings of Unitholders. In
connection therewith, the Trustees shall comply, to the extent possible, with
all provisions of the ABCA and the requirements of Canadian securities
legislation applicable to the solicitation of proxies.

12.11    RESOLUTIONS IN WRITING

         Notwithstanding any other provision of this Declaration of Trust, a
resolution in writing executed by Unitholders holding more than 66 2/3% votes
attached to outstanding Units at any time shall be as valid and binding for all
purposes of this Declaration of Trust as if such Unitholders had exercised at
that time all of the voting rights to which they were then entitled under
Section 12.5 or Section 12.6 in favour of such resolution at a meeting of
Unitholders duly called for the purpose.

12.12    NO BREACH

         Notwithstanding any provision of this Declaration of Trust, Unitholders
shall have no power to effect any amendment hereto which would require the
Trustees to take any action or conduct the affairs of the Trust in a manner
which would constitute a breach or default by the Trust or the Trustees under
any agreement binding on or obligation of the Trust or the Trustees.

<PAGE>
                                      -43-


                                   ARTICLE 13
                CERTIFICATES, REGISTRATION AND TRANSFER OF UNITS

13.1     NATURE OF UNITS

         (a)      The provisions of this Article 13 shall not in any way alter
                  the nature of Units or the relationships of a Unitholder to
                  the Trustees and of one Unitholder to another but are intended
                  only to facilitate the issuance of certificates evidencing the
                  ownership of Units if desirable to issue them to Unitholders
                  and the recording of all transactions in respect of Units and
                  Unit Certificates whether by the Trust, securities dealers,
                  stock exchanges, transfer agents, registrars or other persons.
                  The Trust Units shall be evidenced by certificates in the form
                  of a Trust Unit Certificate. One or more Global Trust Unit
                  Certificates (a "GLOBAL TRUST UNIT CERTIFICATE") may be issued
                  in the name of, or the name of the nominee of, and deposited
                  by the Transfer Agent with, or on behalf of, CDS or a
                  successor (collectively, the "DEPOSITORY"), as custodian of
                  such Global Trust Unit Certificate and registered by the
                  Transfer Agent in the name of the Depository or its nominee.
                  No purchaser of Trust Units represented by a Global Trust Unit
                  Certificate will be entitled to a certificate or other
                  instrument from the Trust or the Depository evidencing that
                  purchaser's ownership thereof except in the circumstances
                  described in Section 13.1(d). Beneficial interests in a Global
                  Trust Unit Certificate will be represented only through the
                  Book-Entry System. Transfers of Trust Units between CDS
                  Participants shall occur in accordance with the Depository's
                  rules and procedures.

         (b)      All references herein to actions by, notices given or payments
                  made to holders of Trust Units shall, where such Trust Units
                  are held through the Depository, refer to actions taken by, or
                  notices given or payments made to, the Depository upon
                  instruction from the CDS Participants in accordance with the
                  Depository's rules and procedures. For the purposes of any
                  provision hereof requiring or permitting actions with the
                  consent of or at the direction of Unitholders evidencing a
                  specified percentage of the aggregate Units outstanding, such
                  direction or consent may be given, subject to the voting
                  rights of the holders of Special Voting Units, by holders of
                  Trust Units acting through the Depository and the CDS
                  Participants. The rights of a holder of Trust Units whose
                  Trust Units are held through the Depository shall be exercised
                  only through the Depository and the CDS Participants and shall
                  be limited to those established by law and agreements between
                  such holders of Trust Units and the Depository and/or the CDS
                  Participants or upon instruction from the CDS Participants.
                  Each of the Transfer Agent and the Trustees may deal with the
                  Depository for all purposes (including the making of payments)
                  as the authorized representative of the respective holders of
                  Trust Units and such dealing with the Depository shall
                  constitute satisfaction or performance, as applicable, towards
                  their respective obligations hereunder.

         (c)      For so long as Trust Units are held through the Depository, if
                  any notice or other communication is required to be given to
                  holders of such Trust Units, the Trustees and the Transfer
                  Agent will give all such notices and communications to the
                  Depository.

         (d)      If (i) the Trust determines that the Depository is no longer
                  willing or able to discharge properly its responsibilities as
                  depository with respect to the Units and the Trust is unable
                  to locate a qualified successor, (ii) the Trust at its option
                  elects, or is required by law, to terminate the Book-Entry
                  System with respect to the Trust Units, or (iii) Unitholders
                  determine by Special Resolution that the continuation of the
                  Book-Entry System with respect to the Trust Units is no longer
                  in the best interests of the Unitholders, then the Depository
                  shall surrender the Global Trust Unit Certificate to the
                  Transfer Agent with instructions from the Depository for
                  registration of Trust Units in the name and in the

<PAGE>
                                      -44-


                  amounts specified by the Depository and the Trust shall issue
                  and the Trustees and Transfer Agent shall execute and deliver
                  the aggregate number of Trust Units then outstanding in the
                  form of definitive Trust Unit Certificates representing such
                  Trust Units.

13.2     UNIT CERTIFICATES

         (a)      Unit Certificates shall, subject to the provisions hereof, be
                  in such form as is authorized from time to time by the
                  Trustees.

         (b)      If issued, Unit Certificates are issuable only in fully
                  registered form.

         (c)      The definitive form of the Unit Certificates shall:

                  (i)      be in the English language;

                  (ii)     be dated as of the date of issue thereof;

                  (iii)    contain the CUSIP number (if any) for the Units; and

                  (iv)     contain such distinguishing letters and numbers as
                           the Trustees shall prescribe.

         (d)      In the event that any Unit Certificate is translated into the
                  French language and any provision of any Unit Certificates in
                  the French language shall be susceptible of an interpretation
                  different from the equivalent provision in the English
                  language, the interpretation of such provision in the English
                  language shall be determinative.

         (e)      Each Unit Certificate shall be signed on behalf of the
                  Trustees and the Transfer Agent of such Units. The
                  signature(s) of the Trustee(s) required to appear on such
                  certificate may be printed, lithographed or otherwise
                  mechanically reproduced thereon and, in such event,
                  certificates so signed are as valid as if they had been signed
                  manually. If a Unit Certificate contains a printed or
                  mechanically produced signature of any person, then the Trust
                  may issue the Unit Certificate even though the person has
                  ceased to be a Trustee and such Unit Certificate is as valid
                  as if the person continued to be a Trustee at the date of its
                  issue.

13.3     CONTENTS OF UNIT CERTIFICATES

         (a)      Until otherwise determined by the Trustees, each Unit
                  Certificate shall legibly set forth on the face thereof, INTER
                  ALIA, the following:

                  (i)      the name of the Trust and the words "A trust created
                           under the laws of Alberta by a Declaration of Trust
                           dated as of September 22, 2005" or words of like
                           effect;

                  (ii)     the name of the person to whom the Unit Certificate
                           is issued as Unitholder;

                  (iii)    the number and class of Units represented thereby and
                           whether or not the Units represented thereby are
                           fully paid;

                  (iv)     that the Units represented thereby are, subject to
                           the provisions of this Declaration of Trust,
                           transferable;

<PAGE>
                                      -45-


                  (v)      "The Units represented by this certificate are issued
                           upon the terms and subject to the conditions of the
                           Declaration of Trust, which Declaration of Trust is
                           binding upon all holders of Units and, by acceptance
                           of this certificate, the holder assents to the terms
                           and conditions of the Declaration of Trust. A copy of
                           the Declaration of Trust pursuant to which this
                           certificate and the Units represented thereby are
                           issued may be obtained by a Unitholder on demand and
                           without fee from the head office of the Trust" or
                           words of like effect; and

                  (vi)     "For information as to personal liability of a
                           Unitholder, see the reverse side of this certificate"
                           or words of like effect.

         (b)      Until otherwise determined by the Trustees, each such
                  certificate shall legibly set forth on the face or the reverse
                  side thereof, INTER ALIA, the following:

                  (i)      "The Declaration of Trust provides that no Unitholder
                           shall be subject to any personal liability
                           whatsoever, in tort, contract or otherwise, to any
                           person in connection with the assets of the Trust or
                           the obligations or the affairs of the Trust and all
                           such persons shall look solely to the assets of the
                           Trust for satisfaction of claims of any nature
                           arising out of or in connection therewith and the
                           assets of the Trust only shall be subject to levy or
                           execution", or words of like effect; and

                  (ii)     appropriate forms of notice of exercise of the right
                           of redemption and of powers of attorney for
                           transferring Units.

The Unit Certificates may be engraved, printed or lithographed, or partly in one
form and partly in another, as the Trustees may determine.

13.4     REGISTER OF UNITHOLDERS

         If the Book-Entry System is discontinued in accordance with Section
13.1(d), or if not all Trust Units are represented by a Global Trust Unit
Certificate(s), a register may be kept at the principal stock transfer offices
in Calgary, Alberta of the Transfer Agent, which register, if maintained, shall
contain the names and addresses of the Unitholders, the respective numbers of
Units held by them, the certificate numbers of certificates representing such
Units and a record of all transfers and redemptions thereof. Branch transfer
registers shall be maintained at such other offices of the Transfer Agent as the
Trustees may from time to time designate. Only Unitholders whose certificates
are so recorded shall be entitled to receive distributions or to exercise or
enjoy the rights of Unitholders hereunder. The Trustees shall have the right to
treat the person registered as a Unitholder on the register of the Trust as the
owner of such Units for all purposes, including, without limitation, payment of
any distribution, giving notice to Unitholders and determining the right to
attend and vote at meetings of Unitholders.

13.5     LIMITATION OF 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:

         (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

<PAGE>
                                      -46-


                  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.

         (b)      In addition to the foregoing provisions, the Transfer Agent,
                  by or through the Trustees may, if determined appropriate by
                  the Trustees, will 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.

         (c)      Unless and until the Trustees shall have been required to do
                  so under the terms hereof, the Trustees shall not be bound to
                  do or take any proceeding or action with respect to this
                  Section 13.5 by virtue of the powers conferred on it hereby.
                  The Trustees shall not be deemed to have notice of any
                  violation of this Section 13.5 unless and until it has been
                  given written notice of such violation and shall act only as
                  required by this Declaration of Trust once an indemnity
                  satisfactory to the Trustees is provided by the Trust. The
                  Trustees shall not be required to actively monitor the foreign
                  holdings of the Trust. It is acknowledged that the Trustees
                  may not be able to monitor the Non-Resident holders of the
                  Trust Units given that some or all of the Trust Units may be
                  registered in the name of CDS. The Trustees shall not be
                  liable for any violation of the non-resident ownership
                  restriction which may occur during the term of the Trust.

         (d)      The Trustees shall have the sole right and authority to make
                  any determination required or contemplated under this Section
                  13.5. The Trustees shall make all determinations necessary for
                  the administration of the provisions of this Section 13.5 and,
                  without limiting the generality of the foregoing, if the
                  Trustees consider that there are reasonable grounds for
                  believing that a contravention of the non-resident ownership
                  restriction has occurred or will occur, the Trustees shall
                  make a determination with respect to the matter. Any such
                  determination shall be conclusive, final and binding except to
                  the extent modified by any subsequent determination by the
                  Trustees. Notwithstanding the foregoing, the Trustees may
                  delegate, in whole or in part, their power to make a
                  determination in this respect to any officer of the Trust.

13.6     TRANSFER OF UNITS

         (a)      For so long as the Book-Entry System is in effect, transfers
                  of ownership of Units represented by a Global Trust Unit
                  Certificate(s) may be effected only through the records
                  maintained by the Depository with respect to interests of CDS
                  Participants, and on the records of CDS Participants with
                  respect to interests of persons other than CDS Participants.

<PAGE>
                                      -47-


         (b)      Subject to the provisions of this Article 13, the Units shall
                  be fully transferable as between persons.

         (c)      If the Book-Entry System is discontinued in accordance with
                  Subsection 13.1(d) then, subject to the provisions of this
                  Article 13, or if not all Trust Units are represented by a
                  Global Trust Unit Certificate(s) Units shall be transferable
                  on the register or one of the branch transfer registers only
                  by the Unitholders of record thereof or their executors,
                  administrators or other legal representatives or by their
                  agents or attorneys duly authorized in writing, and only upon
                  delivery to the Trust or to the Transfer Agent of the
                  certificate therefor, properly endorsed or accompanied by a
                  duly executed instrument of transfer or power of attorney and
                  accompanied by all necessary transfer or other taxes imposed
                  by law, together with such evidence of the genuineness of such
                  endorsement, execution and authorization and other matters
                  that may reasonably be required by the Trustees or the
                  Transfer Agent, and no transfer of Units shall be effective as
                  against the Trustees or shall be in any way binding upon the
                  Trustees until the transfer has been recorded on the register
                  or one of the branch transfer registers maintained by the
                  Trustees, the Trust or the Transfer Agent. Upon such delivery
                  the transfer shall be recorded on the register or branch
                  transfer registers and a new certificate for the Units shall
                  be issued to the transferee and a new certificate for the
                  balance of Units not transferred shall be issued to the
                  transferor.

         (d)      Any person becoming entitled to any Units as a consequence of
                  the death, bankruptcy or mental incompetence of any
                  Unitholder, or otherwise by operation of law, shall be
                  recorded as the holder of such Units (and, if the Book-Entry
                  System has been duly discontinued, shall receive a new
                  certificate therefor upon submission of the existing
                  certificate for cancellation) only upon production of
                  satisfactory evidence, but until such record is made the
                  Unitholder of record shall continue to be and be deemed to be
                  the holder of such Units for all purposes whether or not
                  notice of such death or other event has been given.

         (e)      If the Book-Entry System has been duly discontinued, or if not
                  all Trust Units are represented by a Global Trust Unit
                  Certificate(s), Unit Certificates representing any number or
                  class of Units may be exchanged without charge for Unit
                  Certificates representing an equivalent number and class of
                  Units in the aggregate. Any exchange of Unit Certificates may
                  be made at the offices of the Trust or the Transfer Agent
                  where registers are maintained for Unit Certificates pursuant
                  to the provisions of this Article 13. Any Unit Certificates
                  tendered for exchange shall be surrendered to the Trustees or
                  appropriate Transfer Agent and then shall be cancelled.

13.7     UNITS HELD JOINTLY OR IN A FIDUCIARY CAPACITY

         Except as herein provided, the Trustees may treat two or more persons
holding any Units as joint owners of the entire interest therein unless their
ownership is expressly otherwise recorded on the register of the Trust, but no
entry shall be made in the register or on any certificate that any person is in
any other manner entitled to any future, limited or contingent interest in any
Units; provided, however, that any person recorded as a Unitholder may, subject
to the provisions hereinafter contained, be described in the register or on any
certificate as a fiduciary of any kind and any customary words may be added to
the description of the holder to identify the nature of such fiduciary
relationship.

13.8     PERFORMANCE OF TRUST

         The Trustees and the Transfer Agent shall not be bound to be
responsible for or otherwise inquire into or ensure the performance of any
trust, express, implied or constructive, or of any pledge or equity to
<PAGE>
                                      -48-


which any of the Units or any interest therein are or may be subject, or to
ascertain or enquire whether any transfer of any such Units or interests therein
by any such Unitholder or by his or her personal representatives is authorized
by such trust, pledge, or equity, or to recognize any person as having any
interest therein except for the person recorded as Unitholder.

13.9     LOST CERTIFICATES

         In the event that any Unit Certificate is lost, stolen, destroyed or
mutilated, the Trustees may authorize the issuance of a new certificate for the
same number and class of Units in lieu thereof. The Trustees may in their sole
discretion, before the issuance of such new certificate, require the owner of
the lost, stolen, destroyed or mutilated certificate, or the legal
representative of the owner, to make an affidavit or statutory declaration
setting forth such facts as to the loss, theft, destruction or mutilation as the
Trustees may deem necessary, to surrender any mutilated certificate and may
require the applicant to supply to the Trust a "lost certificate bond" or a
similar bond in such reasonable sum as the Trustees or the Transfer Agent may
direct indemnifying the Trust for so doing.

13.10    DEATH OF A UNITHOLDER

         The death of a Unitholder during the continuance of the Trust shall not
terminate the Trust or any of the mutual or respective rights and obligations
created by or arising under this Declaration of Trust nor give such Unitholder's
personal representatives a right to an accounting or take any action in court or
otherwise against other Unitholders or the Trustees or the Trust Assets, but
shall merely entitle the personal representatives of the deceased Unitholder to
demand and receive, pursuant to the provisions hereof, a new certificate for
Units in place of the certificate held by the deceased Unitholder, if any, and
upon the acceptance thereof such personal representatives shall succeed to all
rights of the deceased Unitholder under this Declaration of Trust.

13.11    UNCLAIMED DISTRIBUTION

         In the event that the Trustees shall hold any distributable amount
which is unclaimed or which cannot be paid for any reason, the Trustees shall be
under no obligation to invest or reinvest the same but shall only be obliged to
hold the same in a current interest bearing account pending payment to the
person or persons entitled thereto. The Trustees shall, as and when required by
law, and may at any time prior to such required time, pay all or part of such
distributable amount so held, including interest earned thereon, if any, to the
appropriate government official or agency whose receipt shall be a good
discharge and release of the Trustees.

13.12    TAKE-OVER BIDS

         (a)      In the event of a take-over bid for Trust Units, any holder of
                  Exchangeable Securities may, unless prohibited by the terms
                  and conditions of the Exchangeable Security, convert, exercise
                  or exchange such Exchangeable Security, as applicable, for the
                  purpose of tendering Trust Units to such take-over bid on the
                  condition that such Trust Units are taken up under such bid,
                  unless an identical offer (in terms of price per Trust Unit
                  issuable upon the conversion, exercise or exchange of the
                  Exchangeable Security and percentage of outstanding securities
                  to be taken up exclusive of securities owned immediately prior
                  to the offer by the offeror, or associates or affiliates of
                  the offeror and in all other material respects) is made
                  concurrently by the offeror to purchase the Exchangeable
                  Securities, which identical offer has no condition attached
                  other than the right not to take up and pay for securities
                  tendered if no securities are purchased pursuant to the offer
                  for Trust Units. In the event that a holder of Exchangeable
                  Securities elects to conditionally convert, exercise or
                  exchange such Exchangeable Securities for the purpose of
                  tendering Trust Units to such take-over bid, the tendering of
                  a certificate

<PAGE>
                                      -49-


                  issued by the Trust indicating that the Trust Unit is issuable
                  upon and subject to completion of the take-over bid shall be
                  good delivery under such bid and after payment of the
                  consideration therefor to the former holder of the
                  Exchangeable Security such holder shall cease to have any
                  rights as a holder of Exchangeable Securities or Trust Units
                  to the extent that the Trust Units issuable upon the
                  conversion, exercise or exchange of such Exchangeable
                  Securities have been taken up.

         (b)      If, within 120 days after the date of a take-over bid for all
                  of the outstanding Trust Units (including Trust Units issuable
                  upon conversion, exercise or exchange of Exchangeable
                  Securities), the bid is accepted by the holders of not less
                  than 90% of the aggregate of outstanding Trust Units and the
                  Trust Units issuable upon the conversion, exercise or exchange
                  of the Exchangeable Securities, other than outstanding Trust
                  Units and Exchangeable Securities held by or on behalf of, or
                  issuable to, the offeror or an affiliate or associate of the
                  offeror on the date of the takeover bid, the offeror is
                  entitled, on complying with this Section 13.12, to acquire the
                  Trust Units and Exchangeable Securities held by the
                  non-tendering offerees.

         (c)      An offeror may acquire Trust Units and Exchangeable Securities
                  held by a non-tendering offeree by sending by registered mail
                  within 60 days after the date of termination of the take-over
                  bid and in any event within 180 days after the date of the
                  take-over bid, an offeror's notice to each non-tendering
                  offeree stating that:

                  (i)      offerees holding not less than 90% of the outstanding
                           Trust Units and the Trust Units issuable upon the
                           conversion, exercise or exchange of the Exchangeable
                           Securities which the bid relates accepted the
                           take-over bid;

                  (ii)     the offeror has taken up and paid for the Trust Units
                           and Exchangeable Securities of the offerees who
                           accepted the take-over bid;

                  (iii)    a non-tendering offeree is required to transfer its
                           Trust Units and/or Exchangeable Securities to the
                           offeror on the terms on which the offeror acquired
                           the Trust Units and Exchangeable Securities of the
                           offerees who accepted the take-over bid; and

                  (iv)     a non-tendering offeree which does not transfer its
                           Trust Units and/or Exchangeable Securities in
                           accordance with Section 13.12(b) within 20 days after
                           it receives the offeror's notice is deemed to have
                           elected to transfer, and to have transferred, its
                           Trust Units on the same terms that the offeror
                           acquired the Trust Units and/or Exchangeable
                           Securities from the offerees who accepted the
                           takeover bid.

         (d)      Concurrently with sending the offeror's notice under Section
                  13.12(c), the Offeror shall send to the Trust a notice of
                  adverse claim disclosing the name and address of the offeror
                  and the name of the non-tendering offeree with respect to each
                  Trust Unit and/or Exchangeable Security held by a
                  non-tendering offeree.

         (e)      A non-tendering offeree to whom an offeror's notice is sent
                  under Section 13.12(c) shall, within 20 days after it receives
                  that notice, instruct its CDS Participant to cause its Trust
                  Units and/or Exchangeable Securities to be sent to the Trust,
                  or, if Unit Certificates have been issued to the non-tendering
                  offeree, send the certificates representing such securities,
                  duly endorsed for transfer, to the Trust.

<PAGE>
                                      -50-


         (f)      Within 20 days after the offeror sends an offeror's notice
                  under Section 13.12(c), the offeror shall pay or transfer to
                  the Trust the amount of money or other consideration that the
                  offeror would have had to pay or transfer to a non-tendering
                  offeree if the non-tendering offeree had tendered under the
                  take-over bid.

         (g)      The Trust is deemed to hold on behalf of the non-tendering
                  offeree the money or other consideration it receives under
                  Section 13.12(f), and the Trust shall deposit the money in a
                  separate account in a bank or other body corporate any of
                  whose deposits are insured by the Canada Deposit Insurance
                  Corporation (or any successor thereof), and shall place the
                  other consideration in the custody of a bank or such other
                  body corporate for safekeeping. No such monies or other
                  consideration shall form any part of the Trust Assets.

         (h)      Within 30 days after the date of the sending of an offeror's
                  notice under Section 13.12(c), the Trustees, if the offeror
                  has complied with Section 13.12(f), shall:

                  (i)      do all acts and things and execute and cause to be
                           executed all instruments as in the Trustees' opinion
                           may be necessary or desirable to cause the transfer
                           of the Trust Units and/or Exchangeable Securities of
                           the non-tendering offerees to the offeror;

                  (ii)     send to each non-tendering offeree who has complied
                           with Section 13.12(e) the consideration to which such
                           non-tendering offeree is entitled under this Section
                           13.12; and

                  (iii)    send to each non-tendering offeree who has not
                           complied with Section 13.12(e) a notice stating that:

                           A.       his or her Trust Units and/or Exchangeable
                                    Securities have been transferred to the
                                    offeror;

                           B.       the Trustees or some other person designated
                                    in such notice are holding in trust the
                                    consideration for such Trust Units and/or
                                    Exchangeable Securities; and

                           C.       the Trustees, or such other person, will
                                    send the consideration to such non-tendering
                                    offeree as soon as practicable after
                                    receiving such non-tendering offeree's Trust
                                    Unit Certificate(s) or certificate(s)
                                    representing Exchangeable Securities
                                    (subject to the use of a Global Unit
                                    Certificate as contemplated in Article 13),
                                    or such other documents as the Trustees or
                                    such other person may require in lieu
                                    thereof,

                  and the Trustees are hereby appointed the agents and attorneys
                  of the non-tendering offerees for the purposes of giving
                  effect to the foregoing provisions.

         The Trust shall cause the terms, conditions, restrictions, rights and
obligations of Exchangeable Securities to contain corresponding provisions as
may be reasonably necessary or desirable to give effect to this Section 13.12,
including, without limitation, provisions to effect the automatic conversion,
exercise or exchange of Exchangeable Securities by a non-tendering offeree
holder thereof.

13.13    POWER OF ATTORNEY

         Each Unitholder hereby grants to the Trustees, their successors and
assigns, a power of attorney constituting the Trustees, with full power of
substitution, as such Unitholder's true and lawful attorney to

<PAGE>
                                      -51-


act on the Unitholder's behalf, with full power and authority in the
Unitholder's name, place and stead, and to execute, under seal or otherwise,
swear to, acknowledge, deliver, make or file or record when, as and where
required:

         (a)      this Declaration of Trust, any amendment, supplement or
                  restatement of this Declaration of Trust and any other
                  instrument required or desirable to qualify, continue and keep
                  in good standing the Trust as a mutual fund trust;

         (b)      any instrument, deed, agreement or document in connection with
                  carrying on the affairs of the Trust as authorized in this
                  Declaration of Trust including all conveyances, transfers and
                  other documents required in connection with any disposition of
                  Trust Units required under Section 13.5;

         (c)      all conveyances, transfers and other documents required in
                  connection with the dissolution, liquidation or termination of
                  the Trust in accordance with the terms of this Declaration of
                  Trust;

         (d)      any and all elections, determinations or designations whether
                  jointly with third parties or otherwise, under the Tax Act or
                  any other taxation or other legislation or similar laws of
                  Canada or of any other jurisdiction in respect of the affairs
                  of the Trust or of a Unitholder's interest in the Trust;

         (e)      any amendment to this Declaration of Trust which is authorized
                  from time to time as contemplated by Article 11; and

         (f)      all transfers, conveyances and other documents required to
                  facilitate the acquisition of Trust Units and/or Exchangeable
                  Securities of non-tendering offerees pursuant to Section
                  13.12.

         The Power of Attorney granted herein is, to the extent permitted by
applicable law, irrevocable and will survive the assignment by the Unitholder of
all or part of the Unitholder's interest in the Trust and will extend to and
bind the heirs, executors, administrators and other legal representatives and
successors and assigns of the Unitholder.

                                   ARTICLE 14
                                  TERMINATION

14.1     TERM OF TRUST

         Subject to the other provisions of this Declaration of Trust, the Trust
shall continue for a term ending on 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. For the purpose of terminating the Trust by such date, 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 end of
the term of the Trust.

14.2     TERMINATION WITH THE APPROVAL OF UNITHOLDERS

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

<PAGE>
                                      -52-


14.3     PROCEDURE UPON TERMINATION

         Forthwith upon being required to commence to wind-up the affairs of the
Trust, the Trustees shall give notice thereof to the Unitholders, which notice
shall designate the time or times at which Unitholders may surrender their Units
for cancellation and the date at which the registers of Units of the Trust shall
be closed.

14.4     POWERS OF THE TRUSTEES UPON TERMINATION

         After the date on which the Trustees are required to commence to
wind-up the affairs of the Trust, the Trustees shall undertake no activities
except for the purpose of winding-up the affairs of the Trust as hereinafter
provided and, for this purpose, the Trustees shall continue to be vested with
and may exercise all or any of the powers conferred upon the Trustees under this
Declaration of Trust.

14.5     SALE OF INVESTMENTS

         After the date referred to in Section 14.3, the Trustees shall proceed
to wind-up the affairs of the Trust as soon as may be reasonably practicable and
for such purpose shall, subject to any direction to the contrary in respect of a
termination authorized under Section 14.2, sell and convert into money the
assets comprising 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
Trust, and shall in all respects act in accordance with the directions, if any,
of the Unitholders (in respect of a termination authorized under Section 14.2).
If the Trustees are unable to sell all of the assets which comprise part of the
Trust by the date set for termination, the Trustees may, subject to obtaining
all necessary regulatory approvals, distribute the remaining shares or other
assets directly to the holders of Trust Units in accordance with their pro-rata
interests. The Trustees shall have no liability for any amounts received
provided that they shall have acted in good faith.

14.6     DISTRIBUTION OF PROCEEDS OR ASSETS

         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 Assets among the holders
of Trust Units in accordance with their pro-rata interests.

14.7     FURTHER NOTICE TO UNITHOLDERS

         In the event that less than all of the Unitholders have surrendered
their Units for cancellation within six months after the time specified in the
notice referred to in Section 14.3, the Trustees shall give further notice to
the remaining Unitholders to surrender their Units for cancellation and if,
within one year after the further notice, all the Units shall not have been
surrendered for cancellation, such remaining Units shall be deemed to be
cancelled without prejudice to the rights of the holders of Trust Units
comprising such Units to receive their pro-rata share of the remaining Trust
Assets, and the Trustees may either take appropriate steps, or appoint an agent
to take appropriate steps, to contact such Unitholders (deducting all expenses
thereby incurred from the amounts to which such Unitholders are entitled as
aforesaid) or, in the discretion of the Trustees, may pay such amounts into
court.

14.8     RESPONSIBILITY OF THE TRUSTEES AFTER SALE AND CONVERSION

         The Trustees shall be under no obligation to invest the proceeds of any
sale of investments or other assets or cash forming part of the Trust Assets
after the date referred to in Section 14.3 and, after

<PAGE>
                                      -53-


such sale, the sole obligation of the Trustees under this Declaration of Trust
shall be to hold such proceeds or assets in trust for distribution under Section
14.6.

                                   ARTICLE 15
                             SUPPLEMENTAL INDENTURES

15.1     PROVISION FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES

         The Trustees may, without approval of the Unitholders and subject to
the provisions hereof, and they shall, when so directed in accordance with the
provisions hereof, execute and deliver indentures or instruments supplemental
hereto which thereafter shall form part hereof, for any one or more or all of
the following purposes:

         (a)      modifying or amending any provisions of this Declaration of
                  Trust in the circumstances set forth in Section 11.1 where the
                  Trustees may do so without the consent, approval or
                  ratification of the Unitholders or any other person; and

         (b)      modifying or amending any provisions of this Declaration of
                  Trust where the modification or amendment has been approved by
                  Special Resolution or, if required, with the consent of the
                  holders of all of the Units,

provided that the Trustees may in their sole discretion decline to enter into
any such supplemental indenture which in its opinion may not afford adequate
protection to the Trustees when the same shall become operative.

                                   ARTICLE 16
                                     GENERAL

16.1     NOTICES

         (a)      Any notice, communication or other document required to be
                  given or sent to Unitholders under this Declaration of Trust
                  shall be given or sent through ordinary post addressed to each
                  registered holder at his or her last address appearing on the
                  register or in any other manner from time to time permitted by
                  applicable law (including Canadian securities legislation),
                  including without limitation, Internet-based or other
                  electronic communication; provided that if there is a general
                  discontinuance of postal service due to strike, lockout or
                  otherwise, such notice may be given by personal service or by
                  internet-based or other electronic communications (provided it
                  is done in accordance with applicable law) or by publication
                  twice in the Report on Business section of the National
                  Edition of THE GLOBE AND MAIL or similar section of any other
                  newspaper having national circulation in Canada; provided
                  further that if there is no newspaper having national
                  circulation, then by publishing twice in the business section
                  of a newspaper in each city where the register or a branch
                  register is maintained. Any notice so given shall be deemed to
                  have been given and delivered (i) on the day following that on
                  which the letter or circular was mailed or, (ii) in the case
                  of notice being given by publication, after publishing such
                  notice twice in the designated newspaper or newspapers, or
                  (iii) in the case of notice given by Internet-based or other
                  electronic communication, on the later of (A) the Business Day
                  following the day on which such notice is sent or made
                  available, and (B) the earliest time and date as is
                  permissible under applicable law governing the Internet-based
                  or other electronic communication. In proving notice was
                  mailed, it shall be sufficient to prove that such letter or
                  circular was properly addressed, stamped and mailed.

<PAGE>
                                      -54-


         (b)      Any written notice or written communication given to the
                  Trustees shall be addressed to the Trustees c/o of the
                  Transfer Agent with a copy to the head office of the Trust,
                  and shall be deemed to have been given on the date of delivery
                  or, if mailed, five days from the date of mailing. If any such
                  notice or communication shall have been mailed and if regular
                  mail service shall be interrupted by strikes or other
                  irregularities, such notice or communication shall be deemed
                  to have been received 48 hours after 12:01 a.m. on the day
                  following the resumption of normal mail service, provided that
                  during the period that regular mail service shall be
                  interrupted any notice or other communication shall be given
                  by personal delivery or by cable, telegram, telex, facsimile
                  or other means of prepaid, transmitted or recorded
                  communication.

16.2     FAILURE TO GIVE NOTICE

         The failure by the Trustees, by accident or omission or otherwise
unintentionally, to give any Unitholder any notice provided for herein shall not
affect the validity, effect or taking effect of any action referred to in such
notice, and the Trustees shall not be liable to any Unitholder for any such
failure.

16.3     JOINT HOLDERS

         Service of a notice or document on any one of several joint holders of
Units shall be deemed effective service on the other joint holders.

16.4     SERVICE OF NOTICE

         Any notice or document sent by post to or left at the address of a
Unitholder pursuant to this Article shall, notwithstanding the death or
bankruptcy of such Unitholder, and whether or not the Trustees have notice of
such death or bankruptcy, be deemed to have been fully served and such service
shall be deemed sufficient service on all persons having an interest in the
Units concerned.

16.5     INFORMATION AVAILABLE TO UNITHOLDERS

         Each Unitholder shall have the right to obtain, on demand and without
fee, from the head office of the Trust a copy of this Declaration of Trust and
any amendments thereto relating to Units held by that Unitholder.

16.6     FISCAL YEAR AND TAXATION YEAR

         Each fiscal year and taxation year of the Trust shall end on December
31 of such year.

16.7     FINANCIAL DISCLOSURE

         The Trust will send (or make available if sending is not required under
applicable securities laws) to Unitholders:

         (a)      at least 21 days prior to the date of each annual meeting of
                  Unitholders (or within such shorter time as may be required by
                  applicable securities laws), the annual financial statements
                  of the Trust for the fiscal year ended immediately prior to
                  such annual meeting, together with comparative financial
                  statements for the preceding fiscal year, if any, and the
                  report of the Auditors thereon referred to in Section 17.4;
                  and

         (b)      within 45 days after the end of each fiscal quarter of the
                  Trust (other than the fourth quarter of each year) (or within
                  such shorter time as may be required by applicable securities
                  laws), unaudited quarterly financial statements of the Trust
                  for such fiscal

<PAGE>
                                      -55-


                  quarter, together with comparative financial statements for
                  the same fiscal quarter in the preceding fiscal year, if any.

Such financial statements shall be prepared in accordance with GAAP; provided
that such statements and the obligations to deliver such statements may vary
from such principles to the extent required to comply with applicable securities
laws or securities regulatory requirements or to the extent permitted by
applicable securities regulatory authorities.

16.8     UNITHOLDER MEETING INFORMATION

         Prior to each meeting of Unitholders, the Trustees will provide to each
Unitholder, together with the notice of the meeting:

         (a)      a form of proxy which can be used by a Unitholder to appoint a
                  proxy, who need not be a Unitholder, to attend and act at the
                  meeting on behalf of the Unitholder, in the manner and to the
                  extent authorized by the proxy; and

         (b)      all information required by either applicable securities laws
                  or by this Declaration of Trust.

16.9     TAXATION INFORMATION

         On or before the 90th day subsequent to December 31 in each calendar
year, the Trust will provide to Unitholders who received distributions from the
Trust in the prior calendar year, such information regarding the Trust required
by Canadian law to be submitted to Unitholders for income tax purposes to enable
Unitholders to complete their tax returns in respect of the prior calendar year.

16.10    UNITHOLDER LIST

         (a)      Any person, on payment of a reasonable fee and on sending to
                  the Trust or its agent the statutory declaration referred to
                  in Section 16.10(e) may on application require the Trust or
                  its agent to furnish within 10 days from the receipt of the
                  statutory declaration a list, referred to in this section as
                  the "basic list", made up to a date not more than 10 days
                  before the date of receipt of the statutory declaration
                  setting out:

                  (i)      the names of the Unitholders;

                  (ii)     the number of Units owned by each Unitholder; and

                  (iii)    the address of each Unitholder,

                  as shown on the records of the Trust.

         (b)      A person requiring the Trust to supply a basic list may, if
                  the person states in the statutory declaration referred to in
                  Section 16.10(a) that the person requires supplemental lists,
                  require the Trust or its agent on payment of a reasonable fee
                  to furnish supplemental lists setting out any changes from the
                  basic list in the information provided in it for each Business
                  Day following the date the basic list is made up to.

         (c)      The Trust or its agent shall furnish a supplemental list
                  required under Section 16.10(b):

                  (i)      on the date the basic list is furnished, if the
                           information relates to changes that took place prior
                           to that date; and

<PAGE>
                                      -56-


                  (ii)     on the Business Day following the day to which the
                           supplemental list relates, if the information relates
                           to changes that take place on or after the date the
                           basic list is furnished.

         (d)      A person requiring the Trust to supply a basic list or
                  supplemental list may also require the Trust to include in
                  that list the name and address of any known holder of an
                  option or right to acquire Units of the Trust.

         (e)      The statutory declaration required under Section 16.10(a)
                  shall state:

                  (i)      the name and address of the applicant;

                  (ii)     the name and address for service of the body
                           corporate if the applicant is a body corporate; and

                  (iii)    that the basic list and any supplemental lists
                           obtained pursuant to Section 16.10(b) will not be
                           used except as permitted under Section 16.10(g).

         (f)      If the applicant is a body corporate, the statutory
                  declaration shall be made by a director or officer of the body
                  corporate.

         (g)      A list of Unitholders obtained under this Section 16.6 must
                  not be used by any person except in connection with:

                  (i)      an effort to influence the voting of Unitholders;

                  (ii)     an offer to acquire Units of the Trust; or

                  (iii)    any other matter relating to the affairs of the
                           Trust.

                                   ARTICLE 17
                                    AUDITORS

17.1     QUALIFICATION OF AUDITORS

         The Auditors shall be an independent recognized firm of chartered
accountants which has an office in Calgary, Alberta.

17.2     APPOINTMENT OF AUDITORS

         KPMG LLP, Chartered Accountants are appointed as the auditor of the
Trust, to hold such office until the first annual meeting of the Unitholders.
The Auditors will be selected at each succeeding annual meeting of Unitholders.
The Auditors will receive such remuneration as may be approved by the Trustees
from time to time.

17.3     CHANGE OF AUDITORS

         The Auditors may at any time voluntarily resign or be removed by the
Trustees with the approval of a majority of the votes cast by Unitholders at a
meeting of Unitholders duly called for the purpose and, upon the resignation or
the removal of Auditors as aforesaid, a new auditor may be appointed by a
majority of votes cast by Unitholders at a meeting duly called for the purpose
or, in the absence of such meeting, by the Trustees.

<PAGE>
                                      -57-


17.4     REPORT OF AUDITORS

         The Auditors shall audit the accounts of the Trust at least once in
each year and a report of the Auditors with respect to the annual financial
statements of the Trust shall be provided to each Unitholder with the annual
financial statements referred to in Section 16.7(a).

                                   ARTICLE 18
                                  MISCELLANEOUS

18.1     COUNTERPARTS

         This Declaration of Trust may be simultaneously executed in several
counterparts, each of which when executed shall be deemed to be an original, and
such counterparts, together, shall constitute but one and the same instrument,
which shall be sufficiently evidenced by any such original counterparts.

18.2     SEVERABILITY

         If any provision of this Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect or render invalid or unenforceable such provision in any other
jurisdiction or any other provision of this Declaration of Trust in any
jurisdiction.

18.3     TIME OF THE ESSENCE

         Time shall be of the essence in this Declaration of Trust.

18.4     GOVERNING LAW

         This Declaration of Trust and the Unit Certificates shall be construed
in accordance with the laws of Alberta and the federal laws of Canada applicable
therein and shall be treated in all respects as Alberta contracts. The parties
hereto hereby irrevocably submit and attorn to the jurisdiction of the courts of
Alberta.

<PAGE>
                                      -58-


18.5     LANGUAGE

         Les parties aux presentes ont exiges que la presente convention ainsi
que tons les documents et avis qui s'y rattachent et/ou qui en decouleront
soient rediges en la langue anglaise. The parties hereto have required that this
Declaration of Trust and all documents and notices resulting herefrom be drawn
up in English.

         IN WITNESS WHEREOF each of the parties has caused this Declaration of
Trust to be executed as of the date set out above.



                                          WITNESS:

"signed"                                  "signed"
-------------------------------------     ---------------------------------
BRIAN E. ROBERTS                          Print Name:


                                          WITNESS:

"signed"                                  "signed"
-------------------------------------     ---------------------------------
ROBERT J. S. GIBSON                       Print Name:


                                          WITNESS:

"signed"                                  "signed"
-------------------------------------     ---------------------------------
PATRICK M. MURRAY                         Print Name:


                                          WITNESS:

"signed"                                  "signed"
-------------------------------------     ---------------------------------
H. GARTH WIGGINS                          Print Name:


</TEXT>
</DOCUMENT>
