UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

April 15, 2009

Commission File Number: 001-14534

Precision Drilling Trust

(Exact name of registrant as specified in its charter)

4200, 150 – 6th Avenue S.W.
Calgary, Alberta
Canada T2P 3Y7
(Address of principal executive offices)

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

Form 20-F   o		Form 40-F   þ

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

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

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

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

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

Yes   o		No   þ

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

 

 

SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit				DESCRIPTION
	1			Precision Drilling Trust — Notice of the Annual and Special Meeting of the Unitholders and Information Circular dated April 3, 2009

		Precision Drilling Trust Notice of the Annual and Special Meeting of Unitholders

NOTICE IS HEREBY given that the annual and special meeting (the “Meeting”) of the holders of units (the “Trust Units”) of Precision Drilling Trust (the “Trust”) and holders of Class B Limited Partnership Units (the “Exchangeable Units”) of Precision Drilling Limited Partnership (“PDLP”), will be held in the Enmax Ballroom at the Calgary Chamber of Commerce, 100 — 6^th Avenue S.W., Calgary, Alberta, on the 6^th day of May, 2009 at 3:00 P.M. (MDT) for the following purposes:

	1.		to receive and consider the audited consolidated financial statements of the Trust for the year ended December 31, 2008 and the auditors’ report thereon;
	2.		to elect the Trustees of the Trust for the ensuing year;
	3.		to approve the appointment of the directors of Precision Drilling Corporation, administrator of the Trust, for the ensuing year;
	4.		to appoint KPMG LLP as Auditor for the ensuing year;
	5.		to consider and, if thought advisable, pass an ordinary resolution approving and adopting an Employee Trust Unit Option Plan, as more particularly described in the accompanying information circular;
	6.		to consider and, if thought advisable, pass an ordinary resolution increasing the number of Trust Units reserved for issuance under the Trust’s Deferred Trust Unit Plan, as more particularly described in the accompanying information circular; and
	7.		to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the proxy statement and information circular accompanying this notice.

The directors of Precision Drilling Corporation have, on behalf of the Trust, fixed the record date for the Meeting as Friday, April 3, 2009 (the “Record Date”). Only holders of Trust Units and Exchangeable Units (together the “Unitholders”) of record at the close of business on the Record Date are entitled to receive notice of the Meeting. Unitholders of record will be entitled to vote those units included in the list of Unitholders entitled to vote at the Meeting prepared as at the Record Date, unless any holder of Trust Units transfers his or her Trust Units after the Record Date and the transferee of those Trust Units establishes that he or she owns the Trust Units and demands, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of Unitholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Trust Units at the Meeting.

Holders of Trust Units who are unable to be personally present at the Meeting may date and sign the form of proxy accompanying this Notice and return the same to the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2YI by 3:00 P.M. (MDT) on May 4, 2009, or vote by phone or by internet in the manner described in the form of proxy.

Holders of Exchangeable Units are required to vote through a special voting unit that has been issued to Computershare Trust Company of Canada (the “Voting and Exchange Trustee”) as trustee under a voting and exchange trust agreement. The Exchangeable Units are entitled to that number of votes equal to the number of Trust Units into which each Exchangeable Unit may be exchanged (on a one-for-one basis) as at the Record Date. The Voting and Exchange Trustee is required to vote the special voting unit in the manner that holders of Exchangeable Units instruct and to abstain from voting on the Exchangeable Units for which the Voting and Exchange Trustee does not receive instructions.

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

Dated at Calgary, Alberta this 3^rd day of April 2009.

By order of the Board of Directors of Precision Drilling Corporation, the administrator of Precision Drilling Trust

(signed) “Joanne Alexander”

Joanne Alexander
Vice President, General Counsel and Corporate Secretary

PRECISION DRILLING TRUST

proxy statement and information circular
for the Annual and Special Meeting of Unitholders
to be held may 6, 2009

Dated April 3, 2009 (the “Effective Date”)

I. Proxy Statement and Information Circular

Solicitation Of Proxies

THIS PROXY STATEMENT AND INFORMATION CIRCULAR (THE “CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY PRECISION DRILLING CORPORATION (“PRECISION”) ON BEHALF OF ROBERT J.S. GIBSON, ALLEN R. HAGERMAN AND PATRICK M. MURRAY AS THE BOARD OF TRUSTEES OF PRECISION DRILLING TRUST (the “Trust”) to be used at the annual and special meeting of holders of units of the Trust (the “Trust Units”) and holders of Class B Limited Partnership Units (the “Exchangeable Units”) of Precision Drilling Limited Partnership (“PDLP”), to be held in the Enmax Ballroom at the Calgary Chamber of Commerce, 100 — 6^th Avenue S.W., Calgary, Alberta, on the 6^th day of May, 2009 at 3:00 P.M. (MDT), or at any adjournment thereof for the purposes set forth in the enclosed Notice of Meeting accompanying this Circular (the “Meeting”). The cost of solicitation will be borne by Precision and reimbursed by the Trust. All amounts referred to herein are in Canadian dollars unless otherwise stated.

Voting By Holders Of Exchangeable Units

This Circular is being mailed to holders of Trust Units and Exchangeable Units (together, the "Unitholders”). The Circular relates principally to the Trust as PDLP is exempt from National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) provided the Trust complies with the requirements set out in Section 13.3 of NI 51-102. The Exchangeable Units are the economic equivalent of the Trust Units, however, whereas each Trust Unit outstanding on the Record Date (as defined herein) is entitled to one vote, each Exchangeable Unit is voted through a special voting unit that has been issued to Computershare Trust Company of Canada as trustee (the “Voting and Exchange Trustee”) under a voting and exchange trust agreement. The Exchangeable Units are entitled to that number of votes equal to the number of Trust Units into which the Exchangeable Units may be exchanged (on a one-for-one basis) as at the Record Date. The Voting and Exchange Trustee is required to vote the special voting unit in the manner that holders of Exchangeable Units instruct and to abstain from voting on the Exchangeable Units for which the Voting and Exchange Trustee does not receive instructions.

Advice To Beneficial Holders Of Trust Units

The information set forth in this section is of significant importance to holders of Trust Units as a substantial number do not hold Trust Units in their own name. Unitholders who do not hold Trust Units in their own name (the “Beneficial Holders”) should note that only proxies deposited by Unitholders whose names appear on the records of the Trust as the registered holders of Trust Units can be recognized and acted upon at the Meeting. If Trust Units are listed in an account statement provided by a broker, then in almost all cases those Trust Units will not be registered in the Beneficial Holders’ name on the records of the Trust and such Trust Units will more likely be registered under the name of the Beneficial Holders’ broker or an agent of that broker. In Canada, the vast majority of such Trust Units are registered under the name of CDS & Co., the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. In the United States, the vast majority of such Trust Units are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Trust Units held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Holder. Without specific instructions from Beneficial Holders, the investment dealers and other intermediaries are prohibited from

Precision Drilling Trust — Information Circular		3

voting Trust Units for their clients. The Trust does not know for whose benefit the Trust Units registered in the name of CDS & Co. or Cede & Co. are held.

Applicable regulatory policies require investment dealers and other intermediaries to seek voting instructions from Beneficial Holders in advance of meetings. Every intermediary has its own mailing procedures and provides its own return instructions which should be carefully followed by Beneficial Holders in order to ensure that their Trust Units are represented at the Meeting. Often, the form of proxy supplied to a Beneficial Holder by intermediaries is identical to the form of proxy provided to registered Unitholders; however, its purpose is limited to instructing intermediaries regarding how to vote on behalf of the Beneficial Holder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Beneficial Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile, or to follow the instructions on the voting instruction form to vote online or by calling a toll-free telephone number. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Trust Units to be represented at the Meeting. A Beneficial Holder receiving a voting instruction form cannot use that voting instruction form to vote Trust Units directly at the Meeting. A Beneficial Holder must follow the directions within the time frame set out in the voting instruction form in order to vote the Trust Units at the Meeting.

The foregoing discussion similarly applies to holders of Exchangeable Units who do not hold their Exchangeable Units in their own name. Only holders of Exchangeable Units whose names appear on the records of PDLP as the registered holders of Exchangeable Units are entitled to instruct the Voting and Exchange Trustee as to how to exercise voting rights in respect of their Exchangeable Units at the Meeting. The procedure for voting Exchangeable Units is described below under the heading “Instructions to the Voting and Exchange Trustee”.

Appointment Of Proxy

The persons named in the enclosed instrument of proxy, Mr. Gene C. Stahl, President, Canadian Operations of Precision, and Mr. Douglas J. Strong, Chief Financial Officer of Precision, have indicated their willingness to represent as proxies the Unitholders who appoint them. A Unitholder submitting a proxy has the right to appoint another person or company to represent such Unitholder at the Meeting and may do so either by inserting such person’s or company’s name in the blank space provided and striking out the existing names, or by completing another proper form of proxy. In either case, instruments of proxy must be deposited at Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9^th Floor, Toronto, Ontario, M5J 2YI, before 3:00 P.M. (MDT) on May 4, 2009. A proxy must be executed by the Unitholder or his or her attorney authorized in writing or, if such Unitholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. Representatives of Unitholders appointed as proxies are not required to be Unitholders themselves.

Instructions To The Voting And Exchange Trustee

Holders of Exchangeable Units may give their instructions to the Voting and Exchange Trustee by proxy, designate a person to exercise their vote by proxy or in person, or attend at the Meeting and vote in person. If delivering a proxy or designating a person to execute the proxy on their behalf, the instruments of proxy must be deposited at Computershare Trust Company of Canada as Voting and Exchange Trustee, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2YI, before 3:00 P.M. (MDT) on May 4, 2009.

Revocation Of Proxy

An instrument of proxy in respect of Trust Units and Exchangeable Units may be revoked by the person giving it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by

Precision Drilling Trust — Information Circular		4

instrument in writing or, if the holder of Trust Units or Exchangeable Units is a corporation, under its corporate seal or by an officer or an attorney thereof duly authorized, and deposited either with Computershare Trust Company of Canada at the address described above at any time up to and including the last day of business preceding the day of the Meeting or at any adjournment thereof at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or adjournment thereof, and upon either of such deposits, the proxy will be revoked.

Record Date

By resolution of the board of directors of Precision (the “Board of Directors”, and each member a “Director”), the record date for the Meeting has been established as April 3, 2009 (the “Record Date”). Only Unitholders of record as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment thereof, except that a transferee of Trust Units after the Record Date may, not later than ten (10) days before the Meeting, establish the right to vote by providing evidence of ownership of Trust Units and requesting that the transferee’s name be placed on the voting list in place of the transferor.

Exercise Of Discretion By Proxies

The persons named in the enclosed form of proxy will vote the Trust Units in respect of which they are appointed in accordance with the direction of the Unitholders appointing them where voting is by way of a show of hands or by ballot, and if the Unitholder specifies a choice with respect to any matter that may be acted upon, the Trust Units will be voted accordingly. In the absence of such direction, the Trust Units will be voted for the election of the nominees hereinafter set forth as the board of trustees of the Trust (the “Board of Trustees”, and each member, a “Trustee”), for the approval of the appointment of the Board of Directors, for the re-appointment of KPMG LLP, Chartered Accountants, as Auditor, in favour of the Option Plan Resolution (as defined herein) and in favour of the DTU Plan Resolution (as defined herein). The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to any amendments or variations in the matters outlined in the accompanying Notice of Meeting or any other business which may properly come before the Meeting. The Trustees, Directors and executive officers of Precision know of no such amendments, variations or other business to come before the Meeting other than the matters referred to in the Notice of Meeting.

Voting Securities And Principal Holders Of Voting Securities

An unlimited number of Trust Units may be created and issued by the Trust. At the Effective Date the Trust had outstanding 206,065,086 Trust Units, each Trust Unit carrying the right to one vote. The Trust Units are the only class of voting securities of the Trust which are issued and outstanding. To the knowledge of the Board of Trustees, the Board of Directors and executive officers of Precision, as at the Effective Date, no person or company beneficially owned, directly or indirectly, or exercised control or direction over Trust Units entitled to more than ten percent (10%) of the votes which may be cast at the Meeting.

At the Effective Date, PDLP had outstanding 125,629,362 Class A Limited Partnership Units, each of which is held by the Trust, and 128,562 Exchangeable Units, each of which are held by former shareholders of Precision who elected to receive Exchangeable Units in lieu of Trust Units at the time of the reorganization of the business of Precision into the Trust. The Exchangeable Units are the economic equivalent of the Trust Units, are exchangeable for Trust Units on a one-for-one basis at the option of the holder, entitle the holder to receive cash payments equal to cash distributions made by the Trust on the Trust Units, and entitle the holder to direct the Voting and Exchange Trustee to vote the special voting unit at all meetings of holders of Trust Units. The Exchangeable Units are the only class of voting securities of PDLP which are issued and outstanding and entitled to vote at the Meeting as a single class. To the knowledge of the directors and officers of 1194312 Alberta Ltd., the general partner of PDLP (the “General Partner”), a wholly-owned subsidiary of the Trust which has the exclusive authority to manage the business and affairs of PDLP on behalf of the Trust, as at the Effective Date, no person or company beneficially owned, directly or indirectly, or exercised control or direction over Exchangeable Units entitled to more than ten percent (10%) of the votes which may be cast at the Meeting.

Precision Drilling Trust — Information Circular		5

At the Effective Date, the Trustees, the Directors and the executive officers of Precision, as a group, beneficially owned or controlled or directed, directly or indirectly, 1,062,577 Trust Units and no Exchangeable Units or approximately 0.515% of the combined issued and outstanding Trust Units and Exchangeable Units.

Indebtedness Of Trustees, Directors And Executive Officers

There are no loans outstanding from the Trust or Precision to the Trustees, the Directors or the executive officers of Precision.

Interest Of Informed Persons In Material Transactions

There were no material interests, direct or indirect, of the Trustees, or the Directors and executive officers of Precision, the nominees for Trustee or Director, any Unitholder who beneficially owns more than 10% of the Trust Units or Exchangeable Units, or any other informed person or any known associate or affiliate of such persons, in any transaction since the commencement of the last completed fiscal year, or any proposed transaction which has materially affected or is reasonably expected to materially affect the Trust or any of its subsidiaries.

For the purposes of the above, “informed person” means: (a) a Trustee of the Trust or a Director or executive officer of Precision; (b) a director or executive officer of a company that is itself an informed person or subsidiary of the Trust or Precision; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of the Trust or Precision or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of the Trust or Precision other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Trust or Precision after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Interest Of Certain Persons And Companies In Matters To Be Acted Upon

The Board of Trustees on behalf of the Trust, and the Board of Directors and executive officers on behalf of Precision, are not aware of any material interest of any Trustee, Director or nominee for Trustee or Director, or officer of Precision or anyone who has held office as such since the beginning of the last fiscal year or any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting.

Precision Drilling Trust — Information Circular		6

II. Particulars of Matters to be Acted Upon

Election Of The Board Of Trustees

At the Meeting, Unitholders will be asked to elect three members to the Board of Trustees. The persons named in the enclosed form of proxy intend to vote for the election of the persons set out below. It is not contemplated that such nominees will be unable to serve as Trustees but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for other nominees at their discretion. The following table sets forth, for each proposed Trustee: his name, age, municipality, province or state and country of residence; all positions and offices with the Trust now held by him; the month and year in which he was first appointed as a Trustee; his principal occupation; and the number and percentage of Trust Units and Exchangeable Units that he has advised are beneficially owned, controlled or directed by him, directly or indirectly, as of the Effective Date:

Name, Age,
Municipality, Province or		Position						Trust Units / Exchangeable
State & Country of		Presently						Units Beneficially Owned,
Residence		Held(1)		Trustee Since(2)		Principal Occupation		Controlled or Directed(3)
Robert J.S. Gibson, 62 Calgary, Alberta, Canada		Trustee		September 2005		President, Stuart & Company Limited.		122,352(4) / nil 0.059% / nil
Allen R. Hagerman, FCA, 57 Calgary, Alberta, Canada		Trustee		May 2007		Executive Vice President, Canadian Oil Sands; Chief Financial Officer, Canadian Oil Sands Limited 2003 — 2007.		21,802(5) / nil 0.011% / nil
Patrick M. Murray, 66 Dallas, Texas, USA		Trustee		September 2005		Corporate Director; Chairman and Chief Executive Officer, Dresser Inc. from 2000 until retiring in May 2007.		61,981(6) / nil 0.030% / nil

Notes:
(1)		Each Trustee’s term of office expires not later than the close of business at the next annual meeting, or until successors are elected or a Trustee vacates his office in accordance with the terms of the declaration of trust dated September 22, 2005 (the “Declaration of Trust”).
(2)		The Trust was created on September 22, 2005.
(3)		The percentage of Trust Units and Exchangeable Units beneficially owned is calculated based on the total Trust Units and Exchangeable Units outstanding as of the Effective Date.
(4)		8,000 of the Trust Units are held by Stuart & Company Limited, a company controlled by Mr. Gibson and 60,000 Trust Units are held in a registered retirement savings plan for the benefit of Mr. Gibson. In 2007, Precision adopted a deferred trust unit plan (“DTU Plan”) for non-management Directors. 6,136 of the Trust Units were credited from the DTU Plan in 2008.
(5)		9,888 of the Trust Units held by Mr. Hagerman were credited from the DTU Plan in 2008.
(6)		3,681 of the Trust Units held by Mr. Murray were credited from the DTU Plan in 2008.

Approval Of The Board Of Directors

The Board of Trustees has delegated the management and general administration of the affairs of the Trust to Precision pursuant to the terms of an administration agreement. PDLP is the sole shareholder of Precision and is entitled to appoint the Board of Directors. Since the Trust holds all of the voting shares of the General Partner, the Board of Trustees will ensure that appropriate steps are taken by the General Partner on behalf of PDLP to collect and act upon the votes of Unitholders to appoint the Board of Directors. The directors of the General Partner are also the persons named in the enclosed form of proxy and they intend to appoint the persons set out below. It is not contemplated that the nominees set out below will be unable to serve as Directors but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to take steps to ensure that the General Partner appoints other nominees at their discretion on the advice of the Board of Trustees.

In the event that the resolution to approve the appointment of the Board of Directors is not passed, or if nominees other than those proposed below are approved, the Board of Trustees will either act on the resolution or promptly request that the Corporate Governance and Nominating Committee review the voting results and make a recommendation to the Board of Trustees for an alternate slate of Directors to be nominated for appointment, or such other recommendation as they determine appropriate, following which the Board of Trustees will seek approval from Unitholders, if required, for such recommendation. The Board of Trustees will not take steps to implement or approve any recommendation which would

Precision Drilling Trust — Information Circular		7

result in less than a majority of the Board of Directors being independent or which would result in the Trustees constituting a majority of the Board of Directors.

The following table sets forth, for each proposed Director: his name, age, municipality, province or state and country of residence; all positions and offices with Precision now held by him; the month and year in which he was first appointed a Director; his principal occupation; and the number and percentage of Trust Units and Exchangeable Units that he has advised are beneficially owned, controlled or directed by him, directly or indirectly, as of the Effective Date:

								Trust Units /
Name, Age,		Position						Exchangeable Units
Municipality, Province or State		Presently		Director				Beneficially Owned,
& Country of Residence		Held(1)		Since		Principal Occupation		Controlled or Directed(2)
Frank M. Brown, 64(4)(13) Anchorage, Alaska, USA		Director		December 2008		Director of Precision since December 2008; Director of Grey Wolf (as defined herein) since May 2000; Private consultant in the Alaskan oil and gas industry 2006-Present; Chief Executive Officer of ZRB Resources, LLC, since 2006.		37,160 / nil 0.018% / nil
William T. Donovan, 57(6)(13) Milwaukee, Wisconsin, USA		Director		December 2008		Director of Precision since December 2008; Director of Grey Wolf, 1997-2008; Chairman of the Board of Rockland Industrial Holdings, LLC, since 2006.		102,712 / nil 0.050% / nil
W.C. (Mickey) Dunn, 56(3)(4) Edmonton, Alberta, Canada		Director		September 1992		Chairman, True Energy Trust.		21,091(5) / nil 0.010% / nil
Brian A. Felesky, CM, Q.C., 65(3) Calgary, Alberta, Canada		Director		December 2005		Counsel, Felesky Flynn LLP, from April 1978 through July 2006; Partner at Felesky Flynn LLP.		20,741(7) / nil 0.010% / nil
Robert J.S. Gibson, 62(3)(6) Calgary, Alberta, Canada		Director		June 1996		President, Stuart & Company Limited.		122,352(8) / nil 0.059% / nil
Allen R. Hagerman, FCA, 57(6) Calgary, Alberta, Canada		Director		December 2006		Executive Vice President, Canadian Oil Sands; Chief Financial Officer, Canadian Oil Sands Limited 2003 — 2007.		21,802(9) / nil 0.011% / nil
Stephen J.J. Letwin, 53(4) Houston, Texas, USA		Director		December 2006		Managing Director, Enbridge Energy Partners and Executive Vice President, Gas Transportation & International, Enbridge Inc. since May 2006; Group Vice President, Gas Strategy & Corporate Development, Enbridge Inc., April 2003 to May 2006; Group Vice President, Distribution & Services, Enbridge Inc., September 2000 to April 2003.		34,986(11)/ nil 0.017% / nil
Patrick M. Murray, 66(6) Dallas, Texas, USA		Director		July 2002		Corporate Director; Chairman and Chief Executive Officer, Dresser Inc. from 2001 until retiring in May 2007.		61,981(16) / nil 0.030% / nil
Kevin A. Neveu, 48(10) Calgary, Alberta, Canada		Director, President Chief Executive Officer		August 2007		President and Chief Executive Officer since January 13, 2009; Chief Executive Officer, Precision Drilling Corporation from August 2007 to January 13, 2009; President, Rig Solutions Group, National Oilwell Varco 2002 to 2007.		150,000 / nil 0.073% / nil
Frederick W. Pheasey, 66(4) Edmonton, Alberta, Canada		Director		July 2002		Director of Dreco Energy Services Ltd.		63,805(15) / nil 0.031% / nil
Robert L. Phillips, 58(3)(4)(6)(14) Vancouver, British Columbia, Canada		Director, Chairman		May 2004		Corporate Director; President and Chief Executive Officer, BCR Group of Companies 2001-2004.		29,030(12) / nil 0.014% / nil
Trevor M. Turbidy, 41(3)(13) Houston, Texas, USA		Director		December 2008		Director of Precision since December 2008; Director of Grey Wolf 2005-2008; Energy Industry Advisor with Avista Capital Partners 2007-Present; President and Chief Executive Officer of Trico Marine Services, Inc., 2005- 2007.		7,538 / nil 0.004% / nil

 

Precision Drilling Trust — Information Circular		8

(4)		Member of the Compensation Committee.
(5)		3,681 of the Trust Units were credited to Mr. Dunn from the DTU Plan in 2008.
(6)		Member of the Audit Committee.
(7)		9,188 of the Trust Units were credited to Mr. Felesky from the DTU Plan in 2008.
(8)		8,000 of the Trust Units are held by Stuart & Company Limited, a company controlled by Mr. Gibson, and 60,000 of the Trust Units are held in a registered retirement savings plan for the benefit of Mr. Gibson. 6,136 of the Trust Units were credited to Mr. Gibson from the DTU Plan in 2008.
(9)		9,888 of the Trust Units were credited to Mr. Hagerman from the DTU Plan in 2008.
(10)		Mr. Neveu was appointed Chief Executive Officer of Precision on August 9, 2007, as a Director of Precision on August 14, 2007 and as President of Precision on January 13, 2009.
(11)		9,171 of the Trust Units were credited to Mr. Letwin from the DTU Plan in 2008.
(12)		12,500 of the Trust Units are held by R.L. Phillips Investments Inc., a company controlled by Mr. Phillips. 5,720 of the Trust Units were credited to Mr. Phillips from the DTU Plan in 2008.
(13)		On December 23, 2008, the Trust completed the indirect acquisition of Grey Wolf, Inc. (“Grey Wolf”) (the “Acquisition”) pursuant to an agreement and plan of merger (the “Merger Agreement”) dated August 24, 2008, as amended December 2, 2008 with Grey Wolf, Precision and Precision Lobos Corporation (“Lobos”) (a subsidiary of the Trust). Pursuant to the Acquisition, Grey Wolf was merged with and into Lobos. Accordingly, the separate legal existence of Grey Wolf has ceased and Lobos, subsequently renamed “Precision Drilling Oilfield Services Corporation”, is the surviving corporation. Messrs. Brown, Donovan and Turbidy were appointed as Directors upon the closing of the Acquisition.
(14)		Mr. Phillips was appointed to the Audit Committee on December 12, 2008.
(15)		9,928 of the Trust Units were credited to Mr. Pheasey from the DTU Plan in 2008.
(16)		3,681 of the Trust Units were credited to Mr. Murray from the DTU Plan in 2008.

Each nominee for appointment to the Board of Directors is independent with the exception of Kevin A. Neveu, President, Chief Executive Officer and Director of Precision.

The following table sets forth, for each Trustee and each Director, a brief biography and a list of other public company boards on which they serve:

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (0 of 0)(1)		None
Compensation Committee (0 of 0)(2)

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (0 of 0)(1)		None
Audit Committee (0 of 0)(2)

Precision Drilling Trust — Information Circular		9

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (30 of 31)		Cash Store Financial Services Inc. (TSX: CSF)
Compensation Committee (6 of 6)		True Energy Trust (TSX: TUI.UN)
Corporate Governance and Nominating Committee (4 of 4)		Vero Energy Inc. (TSX: VRO)

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (31 of 31)		EPCOR Power LP (TSX: EP.UN)
Corporate Governance and Nominating Committee (4 of 4)		Resin Systems Inc. (TSX: RS)
		Suncor Energy, Inc. (TSX: SU, NYSE: SU)

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (30 of 31)		Cash Store Financial Services Inc. (TSX: CSF)
Board of Trustees (22 of 23)
Audit Committee (5 of 5)
Corporate Governance and Nominating Committee — Chairman (4 of 4)

Precision Drilling Trust — Information Circular		10

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (31 of 31)		EPCOR Power LP (TSX: EP.UN)
Board of Trustees (23 of 23)
Audit Committee (5 of 5)

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (29 of 31)		Gaz Metropolitan Limited Partnership (TSX: GZM.UN)
Compensation Committee (5 of 6)		Enbridge Energy Company, Inc. (NYSE: EEP)
		Enbridge Energy Management, L.L.C. (NYSE: EEQ)

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (31 of 31)		Harvest Natural Resources, Inc. (NYSE: HNR)
Board of Trustees (21 of 23)		Rancher Energy Corp. (OTCBB: RNCH)
Audit Committee — Chairman (5 of 5)		Wellstream Holdings PLC, U.K. (WSM.L)

Precision Drilling Trust — Information Circular		11

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors — (31 of 31)		None

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (31 of 31)		None
Compensation Committee — Chairman (5 of 6)

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors — Chairman (30 of 31)		Axia NetMedia Corporation (TSX: AXX)
Compensation Committee (6 of 6)		Canadian Western Bank (TSX: CWB)
Corporate Governance and Nominating Committee (4 of 4)		MacDonald, Dettwiler & Associates Ltd. (TSX: MDA)
Audit Committee (0 of 0)(1)		Terra Vest Income Fund (TSX: TI.UN)
		West Fraser Timber Co. Ltd. (TSX: WFT)

Precision Drilling Trust — Information Circular		12

Board/Committee Memberships (Attendance - 2008)		Public Board Memberships (Exchange: Symbol)
Board of Directors (0 of 0)(1)		None
Corporate Governance and Nominating Committee (0 of 0)(2)

None of those persons who are proposed Trustees of the Trust or Directors of Precision is, or has been within the past ten years, a director, chief executive officer or chief financial officer of any company, including the Trust or Precision, that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or after such persons ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while acting in such capacity.

In addition, none of those persons who are proposed Trustees of the Trust or Directors of Precision is, or has been within the past ten years, a director or executive officer of any company, including the Trust or Precision, that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

None of the persons who are proposed Trustees of the Trust or Directors of Precision have, within the past ten years made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

None of those persons who are proposed Trustees of the Trust or Directors of Precision have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Appointment Of Auditor

The nominees named in the enclosed form of proxy intend to vote for the re-appointment of KPMG LLP, Chartered Accountants, as auditor of the Trust to hold office until the next annual meeting of the Trust. KPMG LLP was appointed as auditor of the Trust on October 31, 2005. Should KPMG LLP for any reason be unwilling or unable to accept reappointment, the Board of Trustees will exercise their discretion to appoint an alternate auditor.

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Audit, audit-related, tax and all other fees billed by KPMG LLP to the Trust and Precision in 2008 and 2007 are disclosed in the Annual Information Form of the Trust dated March 27, 2009 which is available on SEDAR at www.sedar.com and will be provided free of charge to any Unitholder upon request to the Corporate Secretary, at the offices of Precision, 4200, 150 — 6^th Avenue S.W., Calgary, Alberta, Canada, T2P 3Y7, by telephone at 403.716.4500, facsimile at 403.264.0251, or email at corporatesecretary@precisiondrilling.com.

Approval Of Employee Trust Unit Option Plan

At the Meeting, Unitholders will be asked to consider and, if thought advisable, to pass an ordinary resolution approving and adopting an Employee Trust Unit Option Plan (the “Option Plan”). A copy of the Option Plan as approved by the Board of Trustees and the Board of Directors, subject to Unitholder approval, is attached as Appendix C hereto and Unitholders are encouraged to read the Option Plan in its entirety. The following is a summary of the principal terms of the Option Plan which is provided pursuant to the requirements of Section 613 of the TSX Company Manual.

Eligibility

Pursuant to the Option Plan, options to purchase Trust Units (“Options”) may be granted to the officers and employees (“Participants”) of the Trust and any other corporations which the Trust controls, including Precision (together, the “Precision Group”).

Purpose

The purpose of the Option Plan is to advance the interests of the Precision Group by encouraging the officers and key employees thereof to acquire Trust Units, thereby: (i) increasing the proprietary interests of such persons in the Trust; (ii) aligning the interests of such persons with the interests of Unitholders generally; (iii) encouraging such persons to remain associated with the Precision Group; and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Precision Group.

Administration

The Option Plan shall be administered by Precision. The Trust shall effect the grant of Options under the Option Plan, in accordance with determinations made by the Board of Directors pursuant to the provisions of the Option Plan, including as to: (a) the officers and other key employees of the Precision Group to whom Options will be granted; (b) the number of Trust Units which shall be the subject of each Option; (c) the price per Trust Unit at which Trust Units may be purchased under each Option (the “Option Price”); and (d) any and all terms and conditions which are to be attached to any or all such Options including, without limitation, whether the Option Price of an Option shall be stated and payable in Canadian dollars (a “Canadian Option”) or United States dollars (a “U.S. Option”).

Number of Trust Units Issued and Issuable

The aggregate number of Trust Units reserved by the Trust for issuance under the Option Plan and all other security based compensation arrangements of the Trust shall not exceed 11,103,253 Trust Units (representing approximately 5% of the issued and outstanding Trust Units as at the date of this Circular), the aggregate number of Trust Units so reserved for issuance in any one fiscal year shall not exceed 1% of the issued and outstanding Trust Units and the aggregate number of Trust Units so reserved for issuance to any one individual shall not exceed 2% of the issued and outstanding Trust Trust Units. The proportion of Trust Units reserved by the Trust for issuance under the Option Plan in any one fiscal year to any one individual shall not exceed 25% of the Trust Units so reserved for issuance under the Option Plan.

Insider Participation

The number of Trust Units issuable to insiders of the Trust or Precision, at any time, under all security based compensation arrangements of the Trust, including the Option Plan, cannot exceed 10% of the issued and outstanding Trust Units. The number of Trust Units issued to insiders of the Trust or Precision, within any one year period, under all security based

Precision Drilling Trust — Information Circular		14

compensation arrangements of the Trust, including the Option Plan, cannot exceed 10% of the issued and outstanding Trust Units.

Option Price

The Option Plan provides that the Option Price may not be lower than the Fair Market Value (as defined in the Option Plan). In respect of a Trust Unit issuable upon the exercise of a Canadian Option, the Fair Market Value shall mean the weighted average trading price of a Trust Unit on the TSX during the previous five trading days prior to that particular date on which at least a board lot of Trust Units has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices; provided, however, if the Trust Units are not then listed and posted for trading on the TSX, then the Fair Market Value shall mean the weighted average trading price of a Trust Unit on the NYSE during the last five trading days prior to that particular date on which at least a board lot of Trust Units has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices converted to Canadian dollars using the Noon Buying Rate (as defined in the Option Plan); and provided further, that if the Trust Units are not then listed and posted for trading on the NYSE, then the Fair Market Value shall mean the weighted average trading price of a Trust Unit on such stock exchange in Canada or the United States on which the Trust Units are then listed and posted for trading during the last five trading days prior to that particular date (and, if in United States dollars, converted to Canadian dollars using the Noon Buying Rate) or, if the Trust Units are not then listed and posted for trading on any stock exchange in Canada or the United States, then the Fair Market Value shall mean the fair market value per Trust Unit (in Canadian dollars) as determined by the Board of Directors in its sole discretion and to the extent applicable, in accordance with Section 409A of the U.S. Internal Revenue Code of 1986, as amended.

In respect of a Trust Unit issuable upon the exercise of a U.S. Option, the Fair Market Value shall mean the weighted average trading price of a Trust Unit on the NYSE during the last five trading days prior to that particular date on which at least a board lot of Trust Units has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices; provided, however, if the Trust Units are not then listed and posted for trading on the NYSE, then the Fair Market Value shall mean the weighted average trading price of a Trust Unit on the TSX during the last five trading days prior to that particular date on which at least a board lot of Trust Units has so traded or, if a board lot has not traded on a particular day, the average of the bid and asked prices converted to United States dollars using the Noon Buying Rate; and provided further, that if the Trust Units are not then listed and posted for trading on the TSX, then the Fair Market Value shall mean the weighted average trading price of a Trust Unit on such stock exchange in Canada or the United States on which the Trust Units are then listed and posted for trading during the last five trading days prior to that particular date (and, if in Canadian dollars, converted to United States dollars using the Noon Buying Rate) or, if the Trust Units are not then listed and posted for trading on any stock exchange in Canada or the United States, then the Fair Market Value shall mean the fair market value per Trust Unit (in United States dollars) as determined by the Board of Directors in its sole discretion and to the extent applicable, in accordance with Section 409A of the U.S. Internal Revenue Code of 1986, as amended.

Vesting

The Board of Directors determines the terms and conditions of each grant of an Option pursuant to the Option Plan. Unless otherwise provided in the applicable agreement evidencing the grant of an Option pursuant to the Option Plan, all Options shall vest as follows: (a) 1/3 of the Options shall vest on the first anniversary of the date that such Option is granted; (b) an additional 1/3 of the Options shall vest on the second anniversary of the date that such Option is granted; and (c) the final 1/3 of the Options shall vest on the third anniversary of the date that such Option is granted.

Term

An Option granted pursuant to the Option Plan must be exercised or surrendered within a period of time not exceeding seven years from the date that such Option is granted (or such shorter period of time as the Board of Directors may determine and specify in connection with the grant of the Option), otherwise the Option shall expire immediately after the applicable period. Notwithstanding the foregoing, except if not permitted by the TSX or NYSE, if any Options may not be exercised due to any Black-Out Period (as defined in the Option Plan) being in effect at any time within the three business day period prior to the normal expiry date of such Options (the “Restricted Options”), the expiry date of all Restricted Options shall be extended

Precision Drilling Trust — Information Circular		15

for a period of seven business days following the end of the Black-Out Period (or such longer period as permitted by the TSX or NYSE and approved by the Board of Directors).

Exercise or Surrender of Options

Subject to the provisions of the Option Plan and the terms and conditions of the Option, an Option or any portion thereof may be exercised from time to time by delivery to the Trust c/o Precision at its registered office of a notice in writing signed by the Participant or, in the case of the Participant’s death or incapacity, the Participant’s legal personal representative. This notice shall state the intention of the Participant or, in the case of the Participant’s death or incapacity, the Participant’s legal personal representative, to exercise the Option or a portion thereof and the number of Trust Units in respect of which the Option is then being exercised, and must be accompanied by payment to the Trust in full of the applicable Option Price (including any applicable withholding tax) in the currency in which the Option Price is denominated for the Trust Units which are the subject of the exercise. As an alternative to the exercise of an Option, a Participant shall be entitled, at his or her election, to surrender for cancellation, unexercised, any vested Option which is otherwise then exercisable and, in consideration for such surrender for cancellation, to receive a cash payment in an amount equal to the positive difference, if any, obtained by subtracting the aggregate Option Price of the surrendered Option from the then current Fair Market Value of the Trust Units subject to the surrendered Option, less applicable source withholdings. The Board of Directors has the sole discretion to consent to or disapprove of the election of the Participant to surrender any vested Option.

Assignability

Each Option granted to a Participant is non-assignable and non-transferable except pursuant to laws of succession and, except in the case of the Participant’s death or incapacity, shall be exercisable or surrendered only by the Participant.

Cessation of Entitlement

All rights to purchase Trust Units pursuant to an Option or to surrender such Option shall expire and terminate immediately upon the Participant holding such Option ceasing to be an officer or employee of the Precision Group, provided that if such employment of the Participant is terminated for cause, such rights shall terminate immediately upon notification being given to the Participant of such termination for cause. Notwithstanding the foregoing, if, before the expiry of an Option in accordance with the terms thereof, a Participant holding such Option shall cease to be an officer or employee of the Precision Group:

	•		by reason of the death of the Participant, the unexercised part of such Option shall become fully vested and may be exercised or surrendered (including such part, if any, thereof which would not otherwise be able to be exercised or surrendered) at any time within 12 months of the Participant’s termination date unless otherwise provided in the terms of a particular Option. Any Option that remains unexercised shall be immediately forfeited upon the expiration of such 12 month period;
	•		by reason of disability or leave of absence, such Option shall continue to vest in accordance with its terms and may be exercised (if such Option is fully vested) or surrendered until the normal expiry of the Option in accordance with its terms;
	•		by reason of retirement, such Option shall continue to vest in accordance with its terms and may be exercised (if such Option is fully vested) or surrendered at any time within 24 months of the Participant’s termination date unless otherwise provided in the terms of a particular Option. Any Option that remains unexercised shall be immediately forfeited upon the expiration of such 24 month period;
	•		by reason of voluntary resignation (i) the unvested part of the Option shall be cancelled immediately and may not be exercised or surrendered and (ii) the vested part of such Option may be exercised or surrendered at any time within 30 days of the Participant’s termination date, but only to the extent that the Participant was entitled to exercise or

Precision Drilling Trust — Information Circular		16

			surrender such Option at the Participant’s termination date. Any Option that remains unexercised shall be immediately forfeited upon the expiration of such 30 day period; or
	•		by reason of termination other than for cause, such Option shall continue to vest in accordance with its terms and may be exercised (if such Option is fully vested) or surrendered at any time within 90 days of the Participant’s termination date. Any Option that remains unexercised shall be immediately forfeited upon the expiration of such 90 day period.

Further, if, before the expiry of an Option in accordance with the terms thereof, a change of control shall occur and the Participant shall cease to be an officer or employee of the Precision Group by reason of termination, the Participant’s Options shall, in certain circumstances, become fully vested and may be exercised or surrendered by the Participant at any time within 90 days of the Participant’s termination date. Any Option that remains unexercised shall be immediately forfeited upon the expiration of such 90 day period.

Substitution or Replacement of Options

Upon the occurrence of a Substitution Event or a Permitted Reorganization, where the surviving or acquiring entity (the “Continuing Entity”) is a corporation or a “mutual fund trust” (within the meaning of the Income Tax Act (Canada)), then the Continuing Entity shall substitute or replace similar options to purchase securities in the Continuing Entity (“Continuing Entity Options”) for the Options outstanding under the Option Plan on substantially the same terms and conditions as the Option Plan. However, in the event that:

	•		the Continuing Entity does not (or, upon the occurrence of the Substitution Event or Permitted Reorganization, will not) substitute or replace Continuing Entity Options for the Options outstanding under the Option Plan on substantially the same terms and conditions as the Option Plan;
	•		the Board of Directors determines, acting reasonably, that such substitution or replacement is not practicable or that it would give rise to adverse tax results, under the Income Tax Act (Canada) or the U.S. Internal Revenue Code of 1986, to holders of Options; or
	•		the securities of the Continuing Entity are not (or, upon the occurrence of the Substitution Event or Permitted Reorganization, will not be) listed and posted for trading on a recognizable stock exchange;

the outstanding Options shall become fully vested and may be exercised or surrendered by the Participant at any time after the Participant receives written notice from the Board of Directors of such accelerated vesting and prior to the occurrence of the Substitution Event or Permitted Reorganization; provided, however, that such vesting, exercise or surrender shall be, unless otherwise determined in advance by the Board of Directors, effective immediately prior to, and shall be conditional on, the consummation of such Substitution Event or Permitted Reorganization. Any Options that have not been exercised or surrendered shall be forfeited and cancelled without compensation to the holder thereof upon the consummation of such Substitution Event or Permitted Reorganization.

For the purposes of the Option Plan:

•

“Permitted Reorganization” means a reorganization of the Precision Group in circumstances where the unitholdings, shareholdings or ultimate ownership remains substantially the same upon completion of the reorganization, and includes a reorganization, in a transaction or series of related transactions, of the Trust for the purposes of avoiding the application of the rules provided for by the Income Tax Act (Canada) concerning “Specified Investment Flow-Through” or “SIFT” entities and any related tax or trust, corporate or partnership reorganization or restructuring including, without limitation, the contemporaneous or, to the extent entered into in connection with such reorganization or restructuring, subsequent termination or winding-up of the Trust; and

Precision Drilling Trust — Information Circular		17

•

“Substitution Event” means a change of control pursuant to which the Trust Units are converted into, or exchanged for, other property, whether in the form of securities of another entity, cash or otherwise.

Amendment

Subject to the policies, rules and regulations of any lawful authority having jurisdiction over the Trust (including any exchange on which the Trust Units are listed for trading), the Board of Directors may at any time, without further action by, or approval of, the holders of Trust Units, amend the Option Plan or any Option granted under the Option Plan in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to: (a) ensure that Options granted under the Option Plan will comply with any provisions respecting trust unit options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an Option has been granted may from time to time perform services or be resident; (b) make amendments of a procedural or “housekeeping” nature; (c) change the termination provisions of an Option granted under the Option Plan which does not entail an extension of the expiry date of the Option beyond the original expiry date of the Option; or (d) terminate the Option Plan.

Resolution

Unitholders will be asked at the Meeting to consider and, if deemed advisable, to approve, by simple majority of votes cast at the Meeting, the following resolution (the “Option Plan Resolution”) to approve and adopt the Option Plan:

“BE IT RESOLVED THAT:

(a)

The employee trust unit option plan (the “Option Plan”) approved by the Board of Trustees of Precision Drilling Trust and the Board of Directors of Precision Drilling Corporation (“Precision”) on March 18, 2009 be and the same is hereby approved, adopted and ratified; and

(b)

Any Officer or Director of Precision be and is hereby authorized for and on behalf of the Trust to do all such things and to execute all such documents or instruments as may be necessary or desirable to give effect to this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

The Board of Trustees and the Board of Directors have determined that the adoption of the Option Plan is in the best interests of the Trust and its Unitholders and unanimously recommends that Unitholders vote in favour of the Option Plan Resolution.

At the Meeting, the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, will vote such proxies in favour of the Option Plan Resolution.

Amendment To Deferred Trust Unit Plan

The DTU Plan is described under the heading “Administration Agreement and Compensation of the Trustees and Directors — Director Compensation — Deferred Trust Unit Plan”. A maximum of 200,000 Trust Units may be issued pursuant to the DTU Plan. The Trust proposes to amend the DTU Plan to establish a higher maximum number of Trust Units that may be reserved for issuance, such that the DTU Plan provides that the aggregate cumulative number of Trust Units reserved for issuance under the DTU Plan shall not exceed 800,000 Trust Units.

On March 18, 2009, the Board of Directors resolved to amend the DTU Plan in accordance with the foregoing, subject to receipt of regulatory and Unitholder approval. The Board of Directors believes that the proposed amendments to the DTU Plan will maintain the benefits of the DTU Plan approved by Unitholders and encourage equity ownership in Precision.

Unitholders will be asked at the Meeting to consider and, if deemed advisable, to approve, by simple majority of votes cast at the Meeting, the following resolution (the “DTU Plan Resolution”) to amend the DTU Plan:

Precision Drilling Trust — Information Circular		18

“BE IT RESOLVED THAT:

(a)

The amendment to the Deferred Trust Unit Plan (the “DTU Plan”) approved by the Board of Trustees of Precision Drilling Trust and the Board of Directors of Precision Drilling Corporation (“Precision”) on March 18, 2009 to change the aggregate number of Trust Units that may be reserved for issuance, such that the DTU Plan provides that the aggregate cumulative number of Trust Units reserved for issuance under the DTU Plan shall not exceed 800,000 Trust Units, be and the same is hereby approved and ratified; and

(b)

Any Officer or Director of Precision be and is hereby authorized for and on behalf of the Trust to do all such things and to execute all such documents or instruments as may be necessary or desirable to give effect to this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

The Board of Trustees and the Board of Directors have determined that the amendment to the DTU Plan is in the best interests of the Trust and its Unitholders and unanimously recommends that Unitholders vote in favour of the DTU Plan Resolution.

At the Meeting, the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, will vote such proxies in favour of the DTU Plan Resolution.

Precision Drilling Trust — Information Circular		19

III. Compensation Discussion And Analysis

This Compensation Discussion and Analysis describes Precision’s 2008 executive compensation programs. These programs apply to the following named executive officers (“Named Executive Officers”):

	•		Kevin A. Neveu: President and Chief Executive Officer (“CEO”)
	•		Douglas J. Strong: Chief Financial Officer (“CFO”)
	•		Kenneth J. Haddad: Vice President, Business Development
	•		David J. Crowley: President, U.S. Operations
	•		David W. Wehlmann: Executive Vice President, Investor Relations

For a specific discussion of the compensation of the CEO, see “Compensation of the Chief Executive Officer”.

Executive Summary

Precision provides and maintains an industry competitive compensation package to attract, retain and motivate senior executives with key competencies and commitment needed to create long-term investor value while carrying a low fixed cost. The Compensation Committee is responsible for overseeing the compensation of the Named Executive Officers to ensure consistency with Precision’s compensation philosophy and corporate objectives.

Precision’s organic growth in the United States, along with the completion of the Acquisition has positioned Precision as a significant North American land driller for oil and natural gas throughout the industry cycle. Through these initiatives Precision was able to succeed on key aspects of its strategic direction, including:

	•		Reducing dependence on underlying economics and seasonality of the relatively mature western Canada sedimentary basin;
	•		Capitalizing on customer production growth in North America, especially unconventional natural gas wells;
	•		Pursuing global oil drilling opportunities; and
	•		Achieving greater high performance high value service performance and provide profit margin improvement through:

	-		investment in new asset technology; and
	-		acquisition opportunities to establish market positioning.

In 2008, Precision’s earnings performance exceeded budget by 14% and revenue growth over prior year was 9%, largely due to growth initiatives and expense controls. These efforts yield strong financial results especially when the drilling cycle improves, as demonstrated in the third quarter of 2008 when natural gas and oil commodity prices strengthened. For the year ended December 31, 2008, Precision’s earnings from continuing operations was $303 million or $2.39 per diluted unit compared to $343 million or $2.73 per diluted unit in 2007. The decrease of $0.34 per diluted unit was due to lower activity and pricing for Precision’s Canadian services in the first half of 2008 relative to 2007 and higher 2008 income tax expense partially mitigated by higher earnings from contract drilling growth in the United States.

During the fourth quarter of 2008 and especially late in the year, unprecedented disruptions in the capital markets and the resulting global economic slowdown significantly lowered commodity prices and a reduction in customer spending caused a sharp reduction in drilling and well servicing activity. The industry slowdown combined with higher than anticipated total cost of debt for Precision from the Acquisition has created financial challenges and a lower Trust Unit price.

As a result of operating and financial performance, Precision awarded its Named Executive Officers with Annual Performance Incentive Plan (“APIP”) and Performance Savings Plan (“PSP”) awards similar in value to those awarded in

Precision Drilling Trust — Information Circular		20

2007. In response to the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt, Mr. Neveu declined to accept his earned APIP and PSP awards and Mr. Strong accepted a reduced APIP award. In addition, the current value of the retention portion of the 2008 Long-Term Incentive Plan (“LTIP”) is significantly less than the value on the date of grant thereof.

In 2008, Precision reviewed its compensation philosophy and, in early 2009, the Compensation Committee approved the redesign of its existing annual and long-term incentive programs. These changes are intended to align the incentive programs with Precision’s compensation philosophy, enhance participants’ understanding of how their performance can impact corporate goals and to strengthen the pay-for-performance relationship at Precision. Details of these changes, including the proposed Option Plan, are provided in this Compensation Discussion and Analysis.

Contraction in the global economy and low commodity prices have led to a decline in demand for Precision’s services in early 2009. In response to the economic uncertainty and the expected decline in demand for drilling services in the short term, Precision has decided to maintain salaries at their current level for all of Precision’s executives. In addition, Precision will not issue any awards under the 2009 LTIP until after the Meeting.

Compensation Committee

The members of the Compensation Committee of the Board of Directors during the 2008 fiscal year were Messrs. Frederick W. Pheasey (Chair), W.C. (Mickey) Dunn, Stephen J.J. Letwin and Robert L. Phillips. Mr. Frank M. Brown became a member of the Compensation Committee on December 23, 2008. Each member is an independent director of the Corporation, as defined in applicable securities laws.

The Compensation Committee makes recommendations to the Board of Directors with respect to Precision’s compensation programs.

Each year, the Compensation Committee:

	•		approves the overall base salary budget for Precision;
	•		reviews and approves corporate goals and individual performance goals for the CEO and other executives;
	•		reviews and approves performance goals for the STIP (as defined herein) and LTIP;
	•		recommends any changes to compensation for the CEO and other executives considering competitive data;
	•		recommends incentive awards for the CEO and other executives considering performance against corporate and individual goals; and
	•		has oversight responsibility for Precision’s employee compensation and benefit programs.

Executive Compensation Philosophy

Precision’s compensation philosophy is to attract and retain high performing employees by ensuring that:

	•		compensation programs support the achievement of Precision’s short and long-term business strategies and objectives and the enhancement of Unitholder value;
	•		the design of compensation programs support Precision’s values and culture;
	•		compensation opportunities are competitive and recognize the individual performance of employees; and
	•		compensation programs are applied in a manner that is seen to be fair and reasonable by employees and other stakeholders.

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Based on this philosophy, Precision aims to carry a low fixed-cost compensation infrastructure and emphasizes the use of annual and long-term incentives to reward favourable performance.

Precision’s strategy is to increase net earnings through excellence in customer service, growth in high performance capabilities, growth through acquisition and geographical and business line diversification. Incentive plans are designed to reinforce this strategy by rewarding performance relative to financial and operational measurements. Specifically, Precision uses annual incentives to reward near-term financial and operational results, and a long-term incentive program to reward financial performance over a rolling three-year term and to retain executives.

The oilfield service industry is highly cyclical due to underlying commodity price volatility. This uncertainty is considered by Precision in its incentive compensation planning by factoring in an “ability to pay” principle. Base salary, combined with annual and long-term incentive programs, is intended to align executives with Precision’s business strategy, reward performance and reflect the cyclical nature of business. At the same time, these programs are designed to attract, motivate and retain top executive talent.

Elements Of Total Compensation

The table below summarizes the objectives and key features of Precision’s 2008 total compensation program:

	Element			Objective			Key Features
	Base Salary			Provide a fixed amount of cash compensation for performing day-to-day responsibilities			Precision targets salaries at or slightly below the median of the peer group
	Annual Incentives			Reward employees for meeting pre-determined financial and operational goals and individual objectives			Precision offers two annual incentive plans: •     APIP is a bonus plan that measures the Trust’s operating earnings performance (75% weighting) and individual performance (25% weighting) •     PSP is a profit sharing plan that measures the Trust’s distributable cash flow and safety performance
	Long-term Incentives			Align participants’ interest with the interests of the Unitholders, foster retention and reward long-term performance			Precision’s LTIP has two components and awards are granted annually: •     Retention Award is a unit-based award that vests after three years •     Performance Award is a cash award that is contingent on performance and vests after three years
	Benefits			Provide executives with health and wellness security and attract and retain highly qualified executives			Precision’s benefits package includes life insurance, accidental death and dismemberment insurance, extended health and dental care, short and long-term disability, and an employee assistance plan
	Retirement			Assist executives with accumulating capital toward their retirement			Precision offers two voluntary programs: •     Defined Contribution Pension Plan (“DCPP”) provides 100% employer matching to employee contribution •     Group Registered Retirement Savings Plan (“GRRSP”) serves as an administrative benefit to enable employees to make tax-effective payroll contributions in their name
	Perquisites			Offer executives a competitive compensation package to facilitate attraction and retention			Precision’s perquisites are common to companies of a similar size in the drilling and oilfield services industry
	Employment Agreements			Provide a sense of security and ensure fair treatment in the event of involuntary termination or constructive dismissal following a Change of Control			Precision’s employment agreements for its key employees have “double trigger” provisions to avoid an automatic windfall payout in the event of a change of control

Competitive Positioning

Precision reviews its total compensation package for the Named Executive Officers and other executives against its competitors. In 2008, Mercer (Canada) Limited (“Mercer”), on behalf of Precision, assessed the competitiveness of its compensation levels against both Canadian and U.S. markets given its expansion into the U.S. subsequent to the Acquisition. Benchmark companies were selected based on the following criteria at the time of assessment in June 2008:

•

Canadian peer group: comparably-sized Canadian organizations within the broader energy sector with revenues between $500 million and $4 billion; and

Precision Drilling Trust — Information Circular		22

•

U.S. peer group: comparably-sized U.S. land-based drilling contractors and oilfield service providers with revenues between $200 million and $5 billion.

The table below lists the organizations included in Precision’s 2008 peer groups:

	Canadian Peer Group						U.S. Peer Group
	Altagas Income Trust			Inter Pipeline Fund			Allis-Chalmers Energy Inc.			Patterson-UTI Energy, Inc.
	ARC Energy Trust			Pembina Pipeline Inc.			BJ Services Company			Pioneer Drilling Co.
	Baytex Energy Trust			Pengrowth Energy Trust			Basic Energy Services Inc.			Rowan Cos.
	Bonavista Energy Trust			Provident Energy Trust			Bronco Drilling Company Inc.			Superior Energy Services, Inc.
	Enerplus Resources Fund			Trican Oilwell Services Company Inc.			Complete Production Services			Union Drilling Inc.
	Ensign Energy Services Inc.			Trinidad Energy Services Ltd.			Helmerich & Payne, Inc.			Smith International, Inc.
	Flint Energy Services Ltd.			Vermillion Energy Trust			Key Energy Services, Inc.
	Harvest Energy Trust						Parker Drilling Co.

The table below compares Precision’s revenue, market capitalization and total assets relative to the two comparator groups:

				Canadian Peer Group			U.S. Peer Group
	Revenue			Near 50th percentile			Between 25th and 50th percentiles
	Market capitalization (June 2008)			Between 50th and 75th percentiles			Between 50th and 75th percentiles
	Total assets			Between 25th and 50th percentiles			Between 50th and 75th percentiles

In addition, Precision uses third party compensation surveys to further assess the competitiveness of select executive positions. Where possible, the survey data was also extracted from the above organizations. However, Precision does not know the extent to which the above comparators participate in the survey and benchmark each position.

Precision targets base salary at or slightly below the median of the peer groups. Total compensation, including annual and long-term incentives, is targeted at the median for typical / median performance and above the 75^th percentile for commensurate corporate and individual performance. Actual pay positioning for each Named Executive Officer is based on skills, succession planning considerations and competitive pressures.

Components Of Compensation

Base Salary

The purpose of base salary is to provide a fixed amount of cash compensation for performing day-to-day responsibilities. It reflects what the Board of Directors deems appropriate for a particular executive’s role given the individual’s experience, potential and performance. Named Executive Officers’ salaries are targeted at or slightly below the median of comparable positions in the peer group and are reviewed for internal equity considerations.

The table below compares the year-end salaries for 2007 and 2008 for each Named Executive Officer:

	Named Executive Officer			2007 Base Salary ($)					2008 Base Salary ($)					% Increase
	Kevin A. Neveu				500,000					500,000					—
	President and CEO
	Douglas J. Strong				208,000					252,000					21	%(1)
	Chief Financial Officer
	Kenneth J. Haddad				—					239,850	(2)(3)				—
	Vice President, Business Development
	David J. Crowley				—					420,004	(3)				—
	President, U.S. Operations
	David W. Wehlmann				—					377,364	(3)				—
	Executive Vice President, Investor Relations

Notes:

(1)		Mr. Strong received a 21% salary increase in order to position his salary closer to the market median.
(2)		Mr. Haddad joined Precision on February 4, 2008 and his annual salary is US$225,000.
(3)		Messrs. Haddad’s, Crowley’s and Wehlmann’s year-end salaries for 2008 were US$225,000, US$394,000 and US$354,000, respectively. These amounts have been converted to Canadian dollars using the 2008 average exchange rate of 1.0660.

Precision Drilling Trust — Information Circular		23

For 2009, Precision will maintain current salaries for all executives notwithstanding that base salaries are generally lower than the median of its comparators, reflective of the prevailing economic climate.

Annual Incentive Programs

For 2008, there were two annual incentive programs, which in combination delivered a competitive bonus opportunity.

Annual Performance Incentive Plan

The APIP is a long-standing incentive plan that reinforces the team orientation of Precision’s culture and allows employees to share in the financial success of Precision.

The APIP is funded based on operating earnings and therefore must cover asset depreciation and amortization expense before the APIP bonus pool is funded. Performance below this threshold results in zero payouts. A defined percentage of operating earnings is used to establish the APIP bonus pool and there is no pre-determined maximum funding of the APIP. Target bonus guidelines for eligible employees, established based on job family, are adjusted up or down depending on the size of the APIP bonus pool and are further adjusted based on individual performance. The design of the APIP reflects Precision’s “ability to pay” based on business performance. APIP awards for 2008 performance were paid in March 2009.

In 2008, Precision amended the APIP to include an assessment of individual performance in order to enhance employees’ understanding of how their performance can impact corporate goals. As a result of this change, the APIP bonus is determined based on a 75% weighting on operating earnings and a 25% weighting on individual performance. The 25% weighting on individual performance was determined to be appropriate to encourage individual performance achievements while keeping the emphasis of the program on operating earnings.

For 2008, the APIP pool was funded at 2.5% of operating earnings for Precision employees, which was consistent with prior years. The table below shows the target APIP opportunity and the actual APIP award for each Named Executive Officer. For Messrs. Crowley and Wehlmann, the bonus amounts reflect those made under the former Grey Wolf short-term incentive plan and were determined based on Grey Wolf’s company-wide performance and their individual performance. In response to the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt, Mr. Neveu declined to accept his earned 2008 APIP award of $440,495, and Mr. Strong accepted a reduced APIP award. Their forfeiture reduced the pool available for distribution by the like amounts.

				2008 Target APIP
				Opportunity					2008 Actual APIP Award					2008 Actual APIP Award
	Named Executive Officer			(% of Salary)					(% of Salary)					($)
	Kevin A. Neveu				100	%				0	%				0	(1)
	President and CEO
	Douglas J. Strong				100	%				100	%				230,872
	Chief Financial Officer
	Kenneth J. Haddad				100	%				110	%				239,528	(3)
	Vice President, Business Development
	David J. Crowley				—					—					385,892	(2)(3)
	President, U.S. Operations
	David W. Wehlmann				—					—					346,770	(2)(3)
	Executive Vice President, Investor Relations

Notes:

(1)		Mr. Neveu declined to accept his earned 2008 APIP award in light of the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt.
(2)		Messrs. Crowley’s and Wehlmann’s 2008 bonuses reflect awards made under the former Grey Wolf short-term incentive plan.
(3)		Messrs. Haddad, Crowley and Wehlmann received bonuses of US$224,698, US$362,000 and US$325,300, respectively. These amounts have been converted to Canadian dollars using the 2008 average exchange rate of 1.0660.

Performance Savings Plan

The purpose of the PSP is to complement the LTIP and reward participants for superior financial and operational performance. For 2008, the PSP was designed to reinforce the importance of cash flow and safety as key measures of

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customer service, operational excellence and value to the Trust’s investors. The PSP bonus pool was funded based on achievements of pre-determined performance metrics. The PSP rewards the achievement of two measures of cash flow (measured as distributable cash flow per Trust Unit) and two measures for safety (measured as Total Recordable Incident Frequency (“TRIF”)). Each measure is calculated separately and may or may not contribute to the bonus pool. In 2008, if all measures were exceeded, 3% of operating earnings less upgrade capital expenditures would be allocated to the PSP bonus pool, and distributed to participants based on their earned base salary as a percentage of the total earned base salaries of all eligible participants. PSP awards for 2008 performance were paid in March 2009.

The table below shows the measures and the weightings for the 2008 PSP metrics and whether the performance targets were achieved:

																						Meets
				Metric			Weighting					Target					Actual					Objective
	1.			Distributable cash flow per Trust Unit exceeds 2007 year total				33.3	%			$	3.03				$	2.95				No
	2.			Distributable cash flow per Trust Unit exceeds 2008 budgeted amount				33.3	%			$	2.49				$	2.95				Yes
	3a.			Safety performance better than Precision’s previous year				16.7	%				3.84					3.73				Yes
	3b.			Safety performance better than industry				16.7	%				5.88					3.73				Yes

As a result, the PSP was funded at 2% of operating earnings less upgrade capital expenditures and each eligible employee (approximately 220 in total) received 26% of earned base salary. The table below shows the PSP award for each Named Executive Officer. In response to the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt, Mr. Neveu declined to accept his earned 2008 PSP award of $130,500 and his forfeiture reduced the pool available for distribution by the like amount.

				2008 Earned Base Salary					2008 Actual PSP Award					2008 Actual PSP Award
	Named Executive Officers			($)					(% of Salary)					($)
	Kevin A. Neveu				500,000					0	%				0	(1)
	President and CEO
	Douglas J. Strong				231,911					26	%				60,529
	Chief Financial Officer
	Kenneth J. Haddad				217,508	(2)				26	%				56,770	(3)
	Vice President, Business Development
	David J. Crowley				—					—					—
	President, U.S. Operations
	David W. Wehlmann				—					—					—
	Executive Vice President, Investor Relations

Notes:

(1)		Mr. Neveu declined to accept his earned 2008 PSP award in light of the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt.
(2)		Mr. Haddad’s 2008 Earned Base Salary was US$204,041, which was converted to Canadian dollars using the 2008 average exchange rate of 1.0660.
(3)		Mr. Haddad’s 2008 PSP award was US$53,255, which has been converted to Canadian dollars using the 2008 average exchange rate of 1.0660.

A PSP award recipient may elect to receive all or a portion of the award in the form of notional Deferred Trust Units (“Notional Units”). The purpose of this feature is to encourage employees to hold the economic equivalent of the Trust’s publicly traded Trust Units. The dollar value of the PSP award is converted to Notional Units by dividing the PSP award dollar amount by the fair market value of a Trust Unit at the time of award. Notional Units are credited to an individual employee account. The employee’s account is further credited with distribution equivalents equal to the cash distribution the employee would have received had they actually held Trust Units.

The employee may redeem all or a portion of the Notional Units as early as 120 days from the date such Notional Units are credited to the account. All Notional Units must be redeemed by the last payroll date in December of the second full calendar year after the Notional Units were credited to the account. The redemption value of the Notional Units is the fair market value at the time of redemption. All redemptions are paid in cash less withholding requirements. In 2008, none of the Named Executive Officers elected to defer any portion of their PSP awards.

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For 2009, Precision will eliminate the existing APIP and PSP and implement a new Short-term Incentive Plan (“STIP”). For all participants, 75% of the STIP award will be determined based on Precision’s financial and operational performance measured using a scorecard and 25% of the STIP award will be determined by individual performance.

The table below outlines the actual STIP award range for each Named Executive Officer:

				2008 Target APIP Opportunity					2009 Target STIP Award					2009 Maximum STIP Award
	Named Executive Officer			(% of Salary)					(% of Salary)					(% of Salary)
	Kevin A. Neveu				100	%				100	%				200	%
	President and CEO
	Douglas J. Strong				100	%				100	%				200	%
	Chief Financial Officer
	Kenneth J. Haddad				100	%				100	%				200	%
	Vice President, Business Development
	David J. Crowley				—					75	%				150	%
	President, U.S. Operations
	David W. Wehlmann				—					75	%				150	%
	Executive Vice President, Investor Relations

The 2009 STIP target opportunities are identical to the 2008 APIP targets. While these targets are higher than typical market practices, they are required to offset Precision’s relatively lower base salary so that Precision continues to provide market competitive total cash compensation levels to its Named Executive Officers.

Long-Term Incentive Programs

Long-Term Incentive Plan

The LTIP was introduced in 2006. The purpose of the LTIP was to align participants’ interests with the interests of the Unitholders and to foster retention in a tight labour market. The LTIP has two components:

	•		a Retention Award; a cash award for 2006 and 2007, and a unit-based award for 2008 that vests after three years; and
	•		a Performance Award; a cash award that is contingent on performance and vests after three years.

LTIP awards are granted on an annual basis in the first quarter of each year:

	•		for the 2006 award, 25% of the LTIP was denominated as a Retention Award that provided a fixed dollar amount to award recipients in March 2009 and 75% of the LTIP was denominated as a Performance Award that provided a target dollar amount contingent upon achieving actual distributions per Trust Unit over a three-year term.
	•		for the 2007 award, 25% of the LTIP was denominated as a Retention Award that will provide a fixed dollar amount to award recipients in March 2010 and 75% of the LTIP was denominated as a Performance Award that will provide a target dollar amount contingent upon achieving distributable cash flow per Trust Unit over a three-year term.
	•		for the 2008 award, 25% of the LTIP was denominated as a Retention Award that was converted into Notional Units on the date of grant which vest in March 2011 and 75% of the LTIP was denominated as a Performance Award that will provide a target dollar amount contingent upon achieving distributable cash flow per Trust Unit over a three year-term.

For both Retention Awards and Performance Awards, eligible participants will receive a cash payment less withholding requirements at the end of the three-year period. To encourage significant growth in distributions, Precision set an aggressive payout schedule for the 2006 Performance Awards. As Precision did not meet the threshold criteria by December 2008, it did not provide any cash payments to plan participants under the 2006 Performance Awards. For the 2007 and 2008 Performance Awards, Precision does not expect to attain the threshold level of performance at this time, given the significant reduction in distributable cash flow.

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In 2008, Messrs. Neveu and Haddad received their first LTIP awards. Since the awards were intended to represent long-term incentive compensation over three years, the initial grants are three times the size of a normal annual grant for first-time participants in the LTIP.

The following table outlines the value of the 2008 Retention Awards and 2008 Performance Awards assuming target performance:

				Retention Awards					Performance Awards at Target					Total
	Named Executive Officer			($)					($)					($)
	Kevin A. Neveu President and CEO 2008				1,200,000	(1)				3,600,000	(2)				4,800,000
	Douglas J. Strong
	Chief Financial Officer
	2008				200,000	(1)				600,000	(2)				800,000
	2007				200,000	(3)				600,000	(3)(4)				800,000
	2006				600,000	(3)				1,800,000	(3)(5)				2,400,000
	Kenneth J. Haddad Vice President, Business Development 2008				799,500	(1)(6)				2,398,500	(2)(6)				3,198,000	(6)
	David J. Crowley President, U.S. Operations 2008				—					—					—
	David W. Wehlmann Executive Vice President, Investor Relations 2008				—					—					—

Notes:

(1)		For 2008, the Retention Awards are tied to the Trust Unit price and are therefore considered as share-based awards. The Performance Awards, however, are not tied to the Trust Unit price, and are therefore considered as long-term non-equity incentive plan compensation and will be disclosed in the Summary Compensation Table in 2011.
(2)		For 2008, the target dollar amount is contingent upon achieving distributable cash flow per Trust Unit over a three-year term equal to $10.78, which represents a 12% compounded distributable cash flow growth rate. Lesser amounts could be earned if distributable cash flow per Trust Unit falls short of the target of $10.78 but exceeds the threshold of $7.47.
(3)		For 2006 and 2007, neither the Retention Awards nor the Performance Awards are tied to the Trust Unit price and are therefore considered as long-term non-equity incentive plan compensation and will be disclosed in the Summary Compensation Table in 2009 and 2010, respectively.
(4)		For 2007, the target dollar amount is contingent upon achieving distributable cash flow per Trust Unit over a three-year term equal to $12.47, which represents a 12% compounded distributable cash flow growth rate. Lesser amounts could be earned if distributable cash flow per Trust Unit falls short of the target of $12.47 but exceed the threshold of $10.52.
(5)		For 2006, the target dollar amount is contingent upon achieving actual distributions per Trust Unit over a three-year term equal to $10.24, which represents a 12% compounded distribution growth rate. Lesser amounts could be earned if actual distributions per Trust Unit fall short of the target of $10.24 but exceeds the threshold of $8.64.
(6)		These amounts have been converted to Canadian dollars using the 2008 average exchange rate of 1.0660.

Precision will discontinue the use of the existing LTIP and, commencing with the 2009 fiscal year, adopt a market competitive LTIP to attract, retain and motivate its Named Executive Officers and to align their interests with the interests of the Unitholders. The new LTIP consists of the following three components:

	•		unit options — seven year term and vest 1/3 each year beginning on the 1st anniversary; these are intended to reward for absolute unit price performance.
	•		performance trust units (“PTUs”) — three year term and vest after three years based on performance; PTUs are intended to reward for relative total unitholder return against Precision’s capital market peers and ensure Precision’s three-year average return exceeds its expected return.
	•		restricted trust units (“RTUs”) — three year term and vest 1/3 each year; RTUs are intended to provide retention in a highly competitive environment.

For each Named Executive Officer, Precision will adopt competitive LTIP award ranges to ensure Precision has the ability to provide competitive total compensation. LTIP levels are intended to align Precision’s total compensation with the market median while maximum LTIP levels are intended to provide at or above 75^th percentile total compensation.

Precision will not issue any awards under the new LTIP until after the Meeting.

Precision Drilling Trust — Information Circular		27

Unit Appreciation Rights Plan

Precision has a unit appreciation rights plan (“UAR Plan”), under which Grey Wolf executives have been granted Unit Appreciation Rights (“UARs”) to replace any outstanding but unexercised Grey Wolf options that were held by those Grey Wolf executives prior to the closing of the Acquisition.

Each UAR has the same terms as the previously held Grey Wolf option, including vesting and expiration dates, but will be settled in cash based on the difference between the strike price derived from the exercise price of the Grey Wolf option (adjusted in accordance with the exchange ratio provided in the Merger Agreement) and the fair market value of the Trust Units on the NYSE on the date of exercise.

The table below summarizes the number and the exercise price of the UARs granted to Messrs. Crowley and Wehlmann following the closing of the Acquisition:

Named Executive Officer

Expiry Date

Exercise Price

# of Vested UARs

# of Unvested UARs

David J. Crowley

February 27, 2018

US$15.22

—

51,714

President, U.S. Operations

David W. Wehlmann

February 27, 2018

US$15.22

—

31,476

Executive Vice President, Investor Relations

February 12, 2017

US$15.79

7,393

14,787

February 16, 2016

US$17.38

9,971

4,985

February 4, 2015

US$13.26

7,317

7,317

March 25, 2014

US$9.26

—

8,620

No further UARs will be granted under the UAR Plan.

Deferred Signing Bonus Unit Plan

To attract and retain key executives, Precision has awarded deferred signing bonus units (“Deferred Signing Bonus Units”) to enhance the philosophy of ownership. Each Deferred Signing Bonus Unit has time-based vesting requirements, is automatically redeemable in cash less withholding requirements at the time of vesting, and has a value equal to the fair market value of the Trust Units at the time of vesting. Deferred Signing Bonus Units are forfeited if the participant resigns from Precision prior to vesting.

The following table summarizes the Deferred Signing Bonus Units awarded to the Named Executive Officers:

	Named Executive Officer			Award Size			Vesting Provision
	Kevin A. Neveu President and CEO			178,336 units at $22.43			Three equal allotments effective September 1 of 2008, 2009 and 2010
	Kenneth J. Haddad Vice President, Business Development			24,933 units at US $15.45			Three equal allotments effective February 1 of 2009, 2010 and 2011
	David J. Crowley President, U.S. Operations			112,915 units at US $7.085			Three equal allotments effective December 23 of 2009, 2010 and 2011
	David W. Wehlmann Executive Vice President, Investor Relations			42,343 units at US$7.085			Two equal allotments effective December 23 of 2010 and 2011

Retention Bonus

Precision retained the services of Messrs. Crowley and Wehlmann immediately following the Acquisition. See “Termination and Change of Control Benefits”.

As part of the employment offer, Precision has agreed to provide Messrs. Crowley and Wehlmann with retention bonuses of US$1,773,000 and US$1,593,000 respectively (the “Retention Bonuses”). In exchange for the Retention Bonuses, each of Mr. Crowley and Mr. Wehlmann waived their rights to the change of control payments under each party’s employment agreement with Grey Wolf, which were equal in size to the Retention Bonus amounts. 25% of the amount of Retention Bonuses were paid following closing of the Acquisition, 50% will be paid eight months following closing of the Acquisition and the remaining 25% will be paid on the first anniversary of the closing of the Acquisition.

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Benefits

Precision’s benefit programs provide employees with health and wellness security. These programs are competitive with other programs for similarly-sized companies in the drilling and oilfield services industry. The programs consist of basic, optional and dependent life insurance; accidental death and dismemberment insurance; extended health and dental care; short and long-term disability insurance; and an employee assistance plan. In addition, the Named Executive Officers have supplementary accidental death and dismemberment insurance benefits.

Retirement Provisions

The purpose of Precision’s retirement plans is to assist eligible employees with accumulating capital toward their retirement. Precision’s retirement plan consists of two voluntary components: the DCPP and the GRRSP. The DCPP employee contribution level is a percentage of salary based on years of service and contributions are 100% employer matched. The GRRSP is provided as an administrative benefit to enable employees to make tax-effective payroll contributions in their name, and/or on behalf of their spouse. Contributions to the GRRSP are not subject to any employer match.

In 2008, Mr. Crowley and Mr. Wehlmann received employer matching contributions to their 401(k) plans from Grey Wolf, but did not receive any matching contributions from Precision. Mr. Haddad received a savings premium in lieu of a 401(k) plan. As a 401(k) plan is not considered a pension plan under Canadian proxy disclosure rules, the amounts are reported under “All Other Compensation” in the Summary Compensation Table for each individual.

Perquisites

Precision provides executives with perquisites common to companies of a similar size in the drilling and oilfield services industry. Eligibility also reflects competitive practices. The purpose of perquisites is to offer executives a competitive compensation package to facilitate attraction and retention.

Employment Agreements

Employment agreements provide for benefits in the event of termination for any reason (other than cause), constructive dismissal, termination as a result of change of control and retirement. The terms of these agreements are based on competitive practices. As of the Effective Date, Precision has entered into employment agreements with Messrs. Neveu and Strong, and intends to enter into similar agreements with Messrs. Haddad, Crowley and Wehlmann. These agreements are designed to help deliver a comprehensive compensation package to enable Precision to attract and retain top executive talent. The agreements also protect the unitholder interests through non-solicitation and confidentiality provisions in the event of an involuntary termination without cause and in the event of a change of control. For additional information, see “Termination and Change of Control Benefits” outlining the specific terms.

Executive Trust Unit Ownership Guidelines

Precision has guidelines for the senior executives, including all Named Executive Officers, to own Trust Units or Exchangeable Units. These guidelines reflect Precision’s belief that equity ownership by executives further aligns the interests of management with those of Unitholders.

In February 2008, the ownership guidelines were reviewed and revised as follows: the CEO and CFO are expected to own Trust Units or Exchangeable Units equal to at least two times the amount of their annual base salary. All other executives are expected to own Trust Units or Exchangeable Units equal to at least the amount of their annual base salary.

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The following table summarizes the targets and actual ownership in Trust Units or Exchangeable Units as a multiple of base salary for the Named Executive Officers (as at December 31, 2008):

Named Executive Officer

Target Unit Ownership

Actual Unit Ownership

Meets Requirements

Kevin A. Neveu President and CEO

2x annual base salary

110,000 Units

Yes

Douglas J. Strong Chief Financial Officer

2x annual base salary

39,224 Units(1)

Yes

Kenneth J. Haddad Vice President, Business Development

1x annual base salary

4,500 Units(2)

—(2)

David J. Crowley President, U.S. Operations

1x annual base salary

—

—(3)

David W. Wehlmann Executive Vice President, Investor Relations

1x annual base salary

—

—(3)

Notes:

(1)		Mr. Strong’s actual unit ownership includes 8,224 Notional Units deferred under the PSP.
(2)		Mr. Haddad was hired on February 4, 2008 and has until February 4, 2012 to meet the unit ownership guidelines.
(3)		Messrs. Crowley and Wehlmann were hired on December 23, 2008 and have until December 23, 2012 to meet the unit ownership guidelines.

Executives have four years from their appointment to an executive position to accumulate the Trust Units or Exchangeable Units in accordance with the above guidelines. When reviewing adherence to the guidelines, Precision uses the higher of the actual purchase cost, or the current value of the Trust Units or Exchangeable Units to determine the executive’s ownership position. In addition, PSP payments deferred into Notional Units count towards the unit ownership guidelines.

Compensation Consultant

The Compensation Committee engaged Mercer during 2008 to provide analysis and advice on executive compensation matters. This support has consisted of: (i) the provision of general market observations with respect to market trends and issues; (ii) the provision of benchmark market data; (iii) review and redesign of Precision’s annual and long-term incentive plans; (iv) attendance at Compensation Committee meetings to review market trends and issues and present market analysis; and (v) assistance with the preparation of the Compensation Discussion and Analysis section of this Information Circular. The decisions made by the Compensation Committee are the responsibility of the Compensation Committee and may reflect factors and considerations other than the information and recommendations provided by Mercer. During 2008, Mercer’s fees as the Compensation Committee’s advisor totaled approximately $231,400.

Compensation Of The Chief Executive Officer

Philosophy and Governance

The Board of Directors believes that the compensation for the Chief Executive Officer should reflect current year’s performance and positioning of the Trust for the future. Typically, Precision uses a combination of base salary, annual incentives, perquisites and long-term incentives to motivate, reward and balance short-term and long-term success. The competitive positioning for the Chief Executive Officer is based on the same criteria as other senior executives and is described in the Compensation Discussion and Analysis.

The Chief Executive Officer participates in the same executive compensation programs as other senior executives. These programs are described in the Compensation Discussion and Analysis. The only difference in Mr. Neveu’s 2008 compensation relative to the other Named Executive Officers relates to the first payout of the Deferred Signing Bonus Units awarded upon hire in 2007. As well, Mr. Neveu declined to accept his earned 2008 APIP and PSP awards in light of the significant decline in the price of Trust Units and the need for Precision to conserve cash to repay debt.

Compensation decisions for the Chief Executive Officer are approved by the Board of Directors based on recommendations from the Compensation Committee. Management provides input and recommendations regarding executive compensation, with the exception of the compensation of the Chief Executive Officer which is determined solely by the Board of Directors on the recommendation of the Compensation Committee.

Precision Drilling Trust — Information Circular		30

Awards at the Time of Hire

At the time of hire, Mr. Neveu received 178,336 Deferred Signing Bonus Units which were intended to compensate Mr. Neveu for deferred stock awards he relinquished with his former employer. The Deferred Signing Bonus Units are automatically redeemable in cash, less applicable withholding requirements, in three equal allotments effective September 1 of 2008, 2009 and 2010. Each Deferred Signing Bonus Unit has a value equal to the fair market value of the Trust Units on the day of redemption. The Deferred Signing Bonus Units attract cash distribution equivalents. The cash distribution equivalents accumulate between the date of grant and the date of redemption for those units being redeemed. In the event of termination prior to the redemption dates, all Deferred Signing Bonus Units vest and become payable. On September 1, 2008 the first payout of the Deferred Signing Bonus Units occurred and Mr. Neveu received $1,425,811.

Base Salary

Mr. Neveu’s 2008 annual base salary was $500,000, which was the same as his 2007 salary. For 2009, Mr. Neveu requested the Board of Directors to waive his salary review, as specified in his employment agreement. As noted previously, Mr. Neveu declined to accept his earned 2008 APIP and PSP awards in light of the significant decline in the price of Trust Units and the need for Precision to conserve cash to repay debt.

Annual Incentive and Long-term Incentives

Consistent with the other Named Executive Officers, Mr. Neveu participated in the APIP, PSP and LTIP. The table below summarizes Mr. Neveu’s awards for 2008:

				Target					Actual Award					Actual Award
	Incentive Plan			(% of Salary)					(% of Salary)					($)
	APIP				100	%				0	%				—	(1)
	PSP				—					0	%				—	(1)
	LTIP — Retention Award				—					—					1,200,000
	LTIP — Performance Award				—					—					3,600,000

Note:
(1)		In response to the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt, Mr. Neveu declined to accept his earned 2008 APIP award of $440,495 and 2008 PSP award of $130,500.

Performance Graphs

The following graphs compare the yearly percentage change in the cumulative total Unitholder return (and prior to November 7, 2005, the effective date of the plan of arrangement, the cumulative total shareholder return of common shares of Precision) over the last five years assuming a $100 investment was made December 31, 2003, with the cumulative total return of the S&P/TSX Composite Index, the S&P/NYSE Composite Index, and the Philadelphia Stock Exchange Oil Service Sector Index (“OSX”). The graphs assume the reinvestment of the 2006, 2007 and 2008 distributions respectively, per Trust Unit, as well as the reinvestment in Trust Units of the distribution of cash of $6.83 per Precision common share and 0.2089 per Precision common share representing the value of the pro-rated distribution of shares of Weatherford International Ltd. which were distributed on November 7, 2005 at a value of $16.24 per share pursuant to the plan of arrangement.

Precision Drilling Trust — Information Circular		31

Precision’s return declined significantly following the Canadian federal government’s decision on October 31, 2006 to tax income trusts, and in the second half of 2007, consistent with the decline of the broader markets. Among the five Named Executive Officers for 2008, only Mr. Strong has been an employee of Precision throughout the entire period. Mr. Neveu has not received a salary increase since he became the CEO in 2007. Messrs. Haddad, Crowley and Wehlmann each joined Precision in 2008. As a result of the significant decline in Trust Unit price and the prevailing economic uncertainty, none of the Named Executive Officers will receive a salary increase for 2009. In response to the significant decline in the Trust Unit price and the need for Precision to conserve cash to repay debt, Mr. Neveu declined to accept his earned APIP and PSP awards and Mr. Strong also accepted a reduced APIP reward. In addition, the value of the 2008 Retention Awards for Messrs. Neveu, Strong and Haddad and the Deferred Signing Bonus Unit awards for Messrs. Neveu, Haddad, Crowley and Wehlmann are now worth significantly less than the value on the date of grant.

Precision Drilling Trust — Information Circular		32

IV. Compensation of Named Executive Officers

Summary Compensation Table

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by Precision, or a subsidiary of Precision, in Canadian dollars, to the Named Executive Officers.

																								Non-equity Incentive Plan
																								Compensation
														Share-					Option-					($)															All Other
														Based					Based					Annual					Long-term					Pension					Compensation					Total
									Salary					Awards(1)					Awards(2)					Incentive					Incentive					Value(5)					(6)(7)					Compensation
	Name and Principal Position			Year					($)					($)					($)					Plans(3)					Plans(4)					($)					($)					($)
	Kevin A. Neveu(8)				2008					500,000					1,200,000					—					—					—					10,500					6,488					1,716,988
	President and CEO				2007					190,384					4,000,076					—					590,520	(9)				—					9,519					702,295	(10)				5,492,795
					2006					—					—					—										—					—										—
	Douglas J. Strong				2008					231,911					200,000					—					291,400					—					10,500					5,291					739,102
	Chief Financial Officer				2007					208,000					—					—					236,946					—					10,000					5,004					459,950
					2006					200,000					—					—					447,372					—					9,500					4,913					661,785
	Kenneth J. Haddad(11)				2008					217,508					1,182,057					—					296,298					—					—					27,283					1,723,146
	Vice President, Business				2007					—					—					—					—					—					—					—					—
	Development				2006					—					—					—					—					—					—					—					—
	David J. Crowley(12)				2008					10,356					973,280					45,133					385,892					539,258					—					408					1,954,327
	President, U.S. Operations				2007					—					—					—					—					—					—					—					—
					2006					—					—					—					—					—					—					—					—
	David W. Wehlmann(12)				2008					9,305					364,980					79,494					346,770					484,511					—					415					1,285,475
	Executive Vice President,				2007					—					—					—					—					—					—					—					—
	Investor Relations				2006					—					—					—					—					—					—					—					—

				2004 UARs					2005 UARs					2006 UARs					2007 UARs					2008 UARs
				Grant Date Fair					Grant Date Fair					Grant Date Fair					Grant Date Fair					Grant Date Fair
	Assumptions			Value					Value					Value					Value					Value
	Unit Price			$	7.32				$	7.32				$	7.32				$	7.32				$	7.32
	Exercise Price			$	9.26				$	13.26				$	17.38				$	15.79				$	15.22
	Expected Life				5.3					6.1					7.1					8.1					9.2
	Risk Free Rate of Return				1.90	%				2.10	%				2.30	%				2.60	%				2.60	%
	Volatility				44.70	%				44.70	%				44.70	%				44.70	%				44.70	%
	Black-Scholes Multiple				15.40	%				10.00	%				7.20	%				8.90	%				9.80	%
	Black-Scholes Value			$	1.13				$	0.73				$	0.53				$	0.65				$	0.72

Precision Drilling Trust — Information Circular		33

V. Incentive Plan Awards

Outstanding Share-Based Awards and Option Based Awards

The following table sets forth for each Named Executive Officer all option-based and share-based awards outstanding at December 31, 2008.

									Option-based Awards(1)															Share-based Awards(2)
				Number of																				Number of shares					Market or payout
				securities															Value of					or units of shares					value of share-
				underlying					Option										unexercised in-					that have not					based awards that
				unexercised					exercise price					Option expiration					the-money					vested					have not vested
	Named Executive Officer			options (#)					($)					date					options($)					(#)					($)
	Kevin A. Neveu																								69,187	(3)				696,713
	President and Chief				—					—					—					—					135,951	(4)				1,369,027
	Executive Officer
	Douglas J. Strong				—					—					—					—					11,531	(3)				116,117
	Chief Financial Officer
	Kenneth J. Haddad																								43,191	(3)				443,761
	Vice President, Business				—					—					—					—					27,057	(4)				277,994
	Development
	David J. Crowley				51,714				US$	15.22					02/27/18					—					114,354					1,174,918
	President, U.S. Operations
	David W. Wehlmann				8,620				US$	9.26					03/25/14					—					42,883					440,597
	Executive Vice President,				14,634				US$	13.26					02/04/15					—
	Investor Relations				14,956				US$	17.38					02/16/16					—
					22,180				US$	15.79					02/12/17					—
					31,476				US$	15.22					02/27/18					—