U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM F-X

          APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING


A.    Name of issuer or person filing ("Filer"): PENGROWTH ENERGY TRUST

B.    This is [check one]:

      [X] an original filing for the Filer.

      [_] an amended filing for the Filer.

C.    Identify the filing in conjunction with which this Form is being filed:

      Name of registrant:           PENGROWTH ENERGY TRUST

      Form type:                    FORM F-10

      File Number (if known):       333-134527

      Filed by:                     PENGROWTH ENERGY TRUST

      Date Filed (if filed
      concurrently, so indicate):   MAY 26, 2006
                                    (CONCURRENTLY WITH FORM F-10)

D.    The Filer is incorporated or organized under the laws of ALBERTA

      and has its principal place of business at:

              SUITE 2900, 240 - 4TH AVENUE S.W.
              CALGARY, ALBERTA, CANADA
              T2P 4H4
              (403) 233-0224

E.    The Filer  designates  and  appoints CT  Corporation  System  ("Agent"),
      located at:

              CT CORPORATION SYSTEM
              111 EIGHTH AVENUE
              NEW YORK, NEW YORK 10011
              TELEPHONE: (212) 894-8940

as the agent of the Filer  upon whom may be  served  any  process,  pleadings,
subpoenas, or other papers in:



                                                                             2


      (a)   any  investigation or administrative  proceeding  conducted by the
            Securities and Exchange Commission ("Commission"); and

      (b)   any civil suit or action brought against the Filer or to which the
            Filer  has  been  joined  as  defendant  or  respondent,   in  any
            appropriate  court in any place subject to the jurisdiction of any
            state or of the United  States,  or of any of its  territories  or
            possessions,   or  of  the   District  of   Columbia,   where  the
            investigation,  proceeding  or cause of  action  arises  out of or
            relates to or concerns  (i) any  offering  made or purported to be
            made in connection with the securities  registered or qualified by
            the Filer on Form F-10  filed  concurrently  with this Form F-X or
            any  purchases or sales of any security in  connection  therewith;
            (ii) the securities in relation to which the obligation to file an
            annual  report on Form 40-F arises,  or any  purchases or sales of
            such  securities;  (iii) any tender offer for the  securities of a
            Canadian  issuer  with  respect to which  filings  are made by the
            Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or
            (iv) the securities in relation to which the Filer acts as trustee
            pursuant  to  an  exemption  under  Rule  10a-5  under  the  Trust
            Indenture Act of 1939.  The Filer  stipulates  and agrees that any
            such  civil  suit or action or  administrative  proceeding  may be
            commenced by the service of process  upon,  and that service of an
            administrative  subpoena  shall be effected  by service  upon such
            agent for service of process,  and that service as aforesaid shall
            be taken and held in all courts and administrative tribunals to be
            valid and binding as if personal service thereof had been made.

F.    The Filer stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer  discharges  the Agent or
the Agent is unwilling  or unable to accept  service on behalf of the Filer at
any time  until  six years  have  elapsed  from the date the Filer has  ceased
reporting  under  the  Securities  Exchange  Act of 1934.  The  Filer  further
undertakes to advise the Commission promptly of any change to the Agent's name
or address during the applicable period by amendment of this Form, referencing
the file number of the relevant form in  conjunction  with which the amendment
is being filed.


G.    The Filer  undertakes  to make  available,  in  person or by  telephone,
representatives  to respond to inquiries made by the Commission  staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the Form F-10; the securities to which the Form F-10 relates;  and
the transactions in such securities.



                                                                             3


         The Filer  certifies  that it has duly caused this power of attorney,
consent,  stipulation  and  agreement  to be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Calgary,  Province of
Alberta, Country of Canada, on this 26th day of May, 2006.


Filer:   PENGROWTH ENERGY TRUST

By: Pengrowth Corporation, Administrator


By: /s/ Charles Selby
    ----------------------------------
     Name:  Charles Selby
     Title: Vice President and
            Corporate Secretary




                                                                             4



         This  statement  has  been  signed  by the  following  person  in the
capacity and on the date indicated.


                                        CT CORPORATION SYSTEM
                                        As Agent for Service of Process for
                                        Pengrowth Energy Trust


                                        By: /s/ Sohan R. Dindyal
                                            ------------------------
                                            Name:  Sohan R. Dindyal
                                            Title: Vice President

                                        Date:  May 25, 2006