This document was submitted to the SEC on behalf of PENGROWTH ENERGY Corp. The original filing can be found at


C0000000230 | M [GRAPHIC OMITTED] [GRAPHIC OMITTED] Number 00000000 Shares * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * INCORPORATED UNDER THE BUSINESS CORPORATIONS ACT (ALBERTA) THIS CERTIFIES THAT **SPECIMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000 000Pengrowth*Energy*Trustzero****SPECIMEN70706P104 00000000Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy *Trustzero****SPECIMEN70706P10400000000Pengrowth*E nergy*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECI MEN70706P10400000000Pengrowth*Energy*Trustzero**** SPECIMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECIMEN70706P1040000000 0Pengrowth*Energy*Trustzero****SPECIMEN70706P10400 000000Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy*T rustzero****SPECIMEN70706P10400000000Pengrowth*Ene rgy*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECIME N70706P10400000000Pengrowth*Energy*Trustzero****SP SPECIMEN ECIMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000000P engrowth*Energy*Trustzero****SPECIMEN70706P1040000 0000Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy*Tru stzero****SPECIMEN70706P10400000000Pengrowth*Energ y*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECIMEN7 0706P10400000000Pengrowth*Energy*Trustzero****SPEC IMEN70706P10400000000Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000000Pen growth*Energy*Trustzero****SPECIMEN70706P104000000 00Pengrowth*Energy*Trustzero****SPECIMEN70706P10400000000Pengrowth*Energy*Trust zero****SPECIMEN70706P10400000000Pengrowth*Energy* CUSIP 70706P104 IS THE REGISTERED HOLDER OF **070706P10400000000Pengrowth*Energy*Trustzero****070706P10400000000Pengrowth*E nergy*Trustzero****070706P10400000000Pengrowth*Ene rgy*Trustzero****070706P10400000000Pengrowth*Energy*Trustzero****070706P1040000 0000Pengrowth*Energy*Trustzero****070706P104000000 00Pengrowth*Energy*Trustzero****070706P10400000000Pengrowth*Energy*Trustzero*** *070706P10400000000Pengrowth*Energy*Trustzero****0 70706P10400000000Pengrowth*Energy*Trustzero****070706P10400000000Pengrowth*Ener gy*Trustzero****070706P10400000000Pengrowth*Energy *Trustzero****070706P10400000000Pengrowth*Energy*Trustzero****070706P1040000000 0Pengrowth*Energy*Trustzero****070706P10400000000P * * * 0 * * * engrowth*Energy*Trustzero****070706P10400000000Pengrowth*Energy*Trustzero****07 0706P10400000000Pengrowth*Energy*Trustzero****0707 06P10400000000Pengrowth*Energy*Trustzero****070706P10400000000Pengrowth*Energy* Trustzero****070706P10400000000Pengrowth*Energy*Tr ustzero****070706P10400000000Pengrowth*Energy*Trustzero****070706P10400000000Pe ngrowth*Energy*Trustzero****070706P10400000000Peng rowth*Energy*Trustzero****070706P10400000000Pengrowth*Energy*Trustzero****07070 6P10400000000Pengrowth*Energy*Trustzero****070706P 10400000000Pengrowth*Energy*Trustzero****070706P10400000000Pengrowth*Energy*Tru stzero****070706P10400000000Pengrowth*Energy*Trust ISIN CA70706P1045 SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF transferable on the books of the Corporation only upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation. IN WITNESS WHEREOF the Corporation has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers. Dated: Nov 30, 2010 President and Chief Executive Officer COUNTERSIGNED AND REGISTERED COMPUTERSHARE TRUST COMPANY, N.A. (GOLDEN) TRANSFER AGENT AND REGISTRAR OR COUNTERSIGNED AND REGISTERED COMPUTERSHARE TRUST COMPANY OF CANADA (CALGARY) (TORONTO) (MONTREAL) (VANCOUVER) TRANSFER AGENT AND REGISTRAR Chief Financial Officer By Authorized Officer By ____________________________ Authorized Officer The shares represented by this certificate are transferable at the offices of Computershare Trust Company of Canada in Calgary, AB; Toronto, ON; Montreal, QC and Vancouver, BC; and Computershare Trust Company, N.A. in Golden, CO [GRAPHIC OMITTED] [GRAPHIC OMITTED]

THE CLASS OF SHARES REPRESENTED BY THIS CERTIFICATE HAS RIGHTS, PRIVILEGES, RESTRICTIONS OR CONDITIONS ATTACHED TO IT. THE CORPORATION WILL FURNISH TO SHAREHOLDERS, ON DEMAND AND WITHOUT CHARGE, A FULL COPY OF THE TEXT OF THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED TO EACH CLASS AUTHORIZED TO BE ISSUED AND TO EACH SERIES INSOFAR AS THE SAME HAVE BEEN FIXED BY THE DIRECTORS, AND THE AUTHORITY OF THE DIRECTORS TO FIX THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS OF SUBSEQUENT SERIES. The following abbreviations shall be construed as though the words set forth below opposite each abbreviation were written out in full where such abbreviation appears: TEN COM - as tenants in common (Name) CUST (Name) UNIF - (Name) as Custodian for (Name) under the TEN ENT - as tenants by the entireties GIFT MIN ACT (State) (State) Uniform Gifts to Minors Act JT TEN - as joint tenants with rights of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received the undersigned hereby sells, assigns and transfers unto Insert name and address of transferee Shares represented by this certificate and does hereby irrevocably constitute and appoint the attorney of the undersigned to transfer the said shares on the books of the Corporation with full power of substitution in the premises. DATED: Signature of Shareholder Signature of Guarantor Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed". In the USA, signature guarantees must be done by members of a "Medallion Signature Guarantee Program" only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program. [GRAPHIC OMITTED]

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