Exhibit 4.2


PENN WEST ENERGY TRUST


AMENDED AND RESTATED

DISTRIBUTION REINVESTMENT AND

OPTIONAL TRUST UNIT PURCHASE PLAN

(as amended and restated as of July 30, 2007)


PURPOSE


The Distribution
Reinvestment and Optional Trust Unit Purchase Plan, as amended and restated as
of July 30, 2007 (the “Plan”)
provides eligible holders (“Unitholders”)
of trust units (“Units”) of Penn
West Energy Trust (“Penn West”, “we” or “our”)
the advantage of acquiring additional Units at potentially lower prices by
reinvesting their distributions without paying any commissions, service charges
or brokerage fees.  At the discretion of
Penn West Petroleum Ltd. (the “Corporation”),
the administrator of Penn West, Units will be acquired with distributions
either at prevailing market rates or issued from treasury at 95% of the Average
Market Price.  Generally, Penn West
expects to issue Units from treasury at a discount to satisfy the distribution
reinvestment component of the Plan.


Eligible Unitholders may
also make optional cash payments of a minimum of $500 up to a maximum of $5,000
per month  to purchase additional
Units.  Units purchased with optional
cash payments will be acquired at prevailing market rates or issued from
treasury at the Average Market Price (without a discount).


The Corporation will
determine prior to each distribution payment date the amount of equity, if any,
that will be made available from treasury under the Plan on that date.  No assurances can be made that Units will be
made available from treasury on a regular basis, or at all.


Unitholders
who are residents of Canada are eligible to participate in the distribution
reinvestment component of the Plan and to purchase new Units with optional cash
payments.  Commencing with the
distribution payable on September 14, 2007 to Unitholders of record on August
31, 2007, Unitholders that are resident in the United States are eligible to
participate in the distribution reinvestment component of the Plan.  United States residents are not eligible to
make optional cash payments to purchase additional Units pursuant to the
Plan.  With the exception of the
foregoing, unless otherwise announced by Penn West, Unitholders who are not
residents of Canada are not entitled to participate, directly or indirectly, in
the Plan.


DEFINITIONS


“Agent” means CIBC Mellon Trust Company, or
such other company as is appointed by Penn West from time to time to act as
Agent under the Plan.


“Average Market Price” means the arithmetic
average (calculated to four decimal places) of the daily volume weighted
average trading prices of the Units on the Toronto Stock Exchange for the ten
(10) trading days immediately preceding a distribution payment date on which at
least a board lot of Units is traded, appropriately adjusted for certain
capital changes (including Unit subdivisions, Unit consolidations, certain
rights offerings and certain distributions).


“CDS & Co.” means The Canadian
Depositary for Securities which acts as a nominee for many Canadian brokerage
firms.


“DTC” means The Depository Trust Company,
which acts as a nominee for many United States investment dealers and brokerage
firms.


“Nominees” refers to brokers, investment
dealers, financial institutions or other nominees who hold Units registered in
their own names on behalf of eligible beneficial owners of Units.













“Participants” means registered holders or
beneficial owners of at least one Unit who, on the applicable record date for a
cash distribution, are eligible to participate in the Plan and elect to do so
by, in the case of registered holders, completing and delivering the
appropriate authorization form to the Agent or, in the case of beneficial
owners having their Nominee register through CDS & Co. or DTC, as
applicable, as more particularly described in the Plan.


ADVANTAGES


The Plan provides
eligible Unitholders with the advantage of acquiring additional Units at
potentially lower prices by reinvesting their distributions without paying any
commissions, service charges or brokerage fees. 
An eligible Unitholder may, by enrolling in the Plan, direct that cash
distributions on all Units registered in the name of such Unitholder, together
with cash distributions on Units held for the account of such Unitholder under
the Plan, be applied to the purchase of additional Units.  Units acquired with cash distributions will,
at the discretion of the Corporation, either be acquired at prevailing market
rates or issued from treasury at 95% of the Average Market Price.  Distributions paid on additional Units
purchased with reinvested distributions that are held under the Plan will
automatically be reinvested in additional Units in accordance with the Plan and
the current election of the Participant.


A Canadian resident
Participant in the distribution reinvestment component of the Plan may also
purchase additional Units under the Plan with optional cash payments, subject
to a maximum of $5,000 per month and a minimum of $500 per remittance.  Optional cash payments may be submitted
monthly by Canadian resident Participants. 
Optional cash payments will, in the discretion of the Corporation, be
used to purchase additional Units through the facilities of the Toronto Stock
Exchange at prevailing market rates or be issued from treasury at the Average
Market Price (without a discount), following each distribution payment date.


Full investment of funds
is possible because the Plan permits fractions of Units (to four decimal
places) as well as whole Units to be credited to Participants’ accounts.


The
Corporation will determine prior to each distribution payment date the amount
of equity, if any, that will be made available for issuance from treasury under
the distribution reinvestment and optional cash payment components of the Plan
on that date and the Corporation will also determine if additional Units will
be purchased on the market.  While it is
Penn West’s general expectation to issue Units from treasury at a discount to
satisfy the distribution reinvestment component of the Plan, no assurances can
be made that Units will be made available for issuance from treasury on a
regular basis, or at all.  No assurances
can be made that if the determination is made to purchase additional Units on
the market that a sufficient number of additional Units will be available for
purchase on the market.  In such an
event, distributions will be paid out in cash.


ADMINISTRATION


CIBC Mellon Trust Company
has been appointed as Agent under the Plan. 
If CIBC Mellon Trust Company ceases to act as Agent for any reason,
another qualified trust company will be designated by Penn West to act as Agent
and Participants will be promptly notified of the change.


The Agent acts for and on
behalf of the Participants.  On each
distribution payment date, Penn West will pay to the Agent all cash
distributions made on the Units registered in the name of, or held under the
Plan for the account of, Participants who have enrolled in the Plan.  Subject to proration described below under
the heading “Proration In Certain Events”, the Agent will use such funds
together with all optional cash payments received from such Participants that
are eligible to be invested on that distribution payment date, to purchase
additional Units in accordance with the Plan. 
Additional Units purchased under the Plan will be registered in the name
of the Agent, or its nominee, as agent for the Participants, and will be
credited to the Participant’s account.


Under the Plan, the Agent
will purchase, on each distribution payment date, for each Participant’s
account that number of Units, including fractions computed to four decimal places,
equal to the amount of the distribution for each Participant invested under the
Plan for such Participant’s account divided by 95% of the Average Market Price
of a Unit if issued from treasury or, in the discretion of the Corporation, the
Agent will purchase Units at prevailing 



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market prices through the
facilities of the Toronto Stock Exchange following the distribution payment
date.  The Agent will purchase Units with
optional cash payments following each distribution payment date at prevailing
market prices through the facilities of the Toronto Stock Exchange or from
treasury at the Average Market Price (without a discount).


New Units purchased
pursuant to the distribution reinvestment component of the Plan, or with
optional cash payments, will be held by the Agent in the Participant’s account
in accordance with the Plan.


All funds received by the
Agent under the Plan, whether cash distributions received from Penn West or
optional cash payments received from Participants, will be applied to the
purchase of new Units.


The
amount of any distribution designated by a Non-Resident Participant (as defined
herein) for reinvestment under the Plan will be reduced by the non-Canadian
resident withholding tax applicable thereto. 
See “Canadian Federal Income Tax Considerations – Non-Residents of
Canada” below for further information.


In no
event will interest be paid to Participants on any funds held for investment
under the Plan.


PARTICIPATION


Registered holders or
beneficial owners may participate in the Plan. 
Except as noted below, registered holders of at least one Unit may enrol
directly in the Plan at any time by completing and delivering to the Agent a
duly completed Form A - Distribution Reinvestment
Authorization.  The Form A -
Distribution Reinvestment Authorization directs Penn West to forward to the
Agent all cash distributions on Units registered in the name of the
Participant, and directs the Agent to reinvest such distributions, together
with cash distributions on Units held by the Agent for the Participant’s
account under the Plan, in additional Units in accordance with the Plan.


Beneficial owners of
Units that are held by a Nominee may not directly enrol in the Plan, but may
participate in the Plan through their Nominee. 
Beneficial owners of Units may only participate in the Plan if they
(i) transfer their Units into their own name and then enrol in the Plan
directly, or (ii) arrange for their Nominee to enrol in the Plan on their
behalf by registering with CDS & Co. or DTC.  Beneficial owners of Units should contact the
Nominee who holds their Units to provide instructions on how they would like to
participate in the Plan.


By completing an Optional
Cash Payment Authorization in Form B or Form C, a Canadian resident
Participant may also, at the time of enrolling in the Plan, direct that the
Agent invest an optional cash payment in additional Units in accordance with
the Plan.  See “Optional Cash Payments”
below.


A Canadian resident
registered owner may make optional cash payments directly by completing and
signing “Form B – Optional Cash Payment Authorization – Registered
Holder”.


A Canadian resident
beneficial owner on whose behalf a Nominee holder has enrolled in the Plan, may
only make optional cash payments directly by completing and signing “Form C -
Optional Cash Payment Authorization - Beneficial Owner”.  As a result of completing Form C, a
beneficial owner will become a registered holder with respect to those Units
purchased, as the new Units purchased will be issued in the name of the
beneficial owner.  See “Optional Cash
Payments” below.


An
initial Form A-Distribution Reinvestment Authorization must be received by
the Agent from the registered holder on or before the distribution record date
in order for the cash distribution to which such record date relates to be
reinvested under the Plan. 
Beneficial owners of Units which are held through a Nominee in the name
of CDS & Co. or DTC, must have their Nominee register with
CDS & Co. or DTC on or before such distribution record date or
prior to such other deadline as may be set by CDS & Co. or DTC
from time to time.  If an initial
Form A - Distribution Reinvestment Authorization is received by
the Agent from a registered holder after a distribution record date, or the
Nominee of a beneficial owner registers with CDS & Co. or DTC after the
distribution record date, the distribution to which such record date relates
will not be reinvested under the Plan 



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and the Form A -
Distribution Reinvestment Authorization or registration with CDS & Co. or
DTC will only be effective for purposes of subsequent distributions.


The Forms may be obtained
from the Agent at any time or from Penn West’s website at www.pennwest.com - “Investors –
Distributions – DRIP - DRIP Overview”.


Once a Unitholder has
enrolled in the distribution reinvestment component of the Plan, participation
in the manner elected by the Participant continues automatically until the
Participant’s participation in the Plan is terminated.  The time at which a termination of Plan
participation becomes effective is described under “Termination of
Participation” below.  The result of
these provisions is that unless a Participant provides written notice of
termination at least three (3) business days prior to a distribution record
date, termination will only be effective for the next distribution record date.


The Corporation reserves
the right to determine, from time to time, a minimum number of Units that a
Participant must hold in order to qualify for or continue enrolment in the Plan
and reserves the right to refuse participation to, or cancel participation of,
any person who, in the opinion of the Corporation, is participating in the Plan
primarily with a view to arbitrage trading.


ELIGIBLE
PARTICIPANTS


Unitholders
who are residents of Canada are eligible to participate in the distribution
reinvestment component of the Plan and to purchase new Units with optional cash
payments.  Commencing with the
distribution payable on September 14, 2007 to Unitholders of record on August
31, 2007, Unitholders that are resident in the United States are eligible to
participate in the distribution reinvestment component of the Plan.  United States residents are not eligible to
make optional cash payments to purchase additional Units pursuant to the
Plan.  With the exception of the
foregoing, unless otherwise determined by Penn West, Unitholders who are not
residents of Canada are not entitled to participate, directly or indirectly, in
the Plan.


The Corporation and the
Agent reserve the right to deny participation in the Plan to, and to not accept
Authorization Forms from, any person or agent of such person who appears to be
or who the Corporation or the Agent has reason to believe is subject to the
laws of any jurisdiction which do not permit participation in the Plan in the
manner sought by such person.


OPTIONAL
CASH PAYMENTS


Optional cash payments
may either be made by Canadian resident registered holders of Units or Canadian
resident beneficial owners of Units enrolled in the Plan.  Participants who are Canadian resident registered
holders  may make an optional cash
payment when first enrolling in the Plan by (i) completing a Form  B -
Optional Cash Payment Authorization - Registered Holder, (ii) enclosing
with the Form a Canadian dollar certified personal cheque made payable to the
Agent, (iii) completing and signing a CIBC Mellon Participant Declaration Form,
and (iv) delivering all these items to the Agent together with the Participant’s
initial Form A - Distribution Reinvestment Authorization.  (See “Federal Anti-Terrorism and Anti-Money
Laundering Legislation” below.) 
Thereafter, optional cash payments may be made monthly by certified
cheque or bank draft delivered to the Agent at least five (5) business days
prior to the distribution payment date together with either a new
Form B - Optional Cash Payment Authorization – Registered
Holder or the portion from the Participant’s statement of account.  A Form B-Optional Cash Payment
Authorization-Registered Holder may be obtained from the Agent or from
Penn West’s website at www.pennwest.com - “Investors - Distributions –
DRIP - DRIP Overview”.


Canadian resident
beneficial owners of Units held by a Nominee once enrolled in the Plan may only
make optional cash payments directly by completing and signing a
Form C - Optional Cash Payment Authorization – Beneficial Owner
and sending such Form together with the optional cash payment directly to the
Agent.  Optional cash payments and the
applicable Form C must be received by the Agent at least five (5) business
days prior to the distribution payment date to be invested in new Units.  A beneficial holder who wishes to make
optional cash payments directly must make the declaration set forth in Form
C - Optional Cash Payment Authorization - Beneficial Owner
that (i) they are a Canadian resident beneficial holder of Units and state who
holds the Units for 



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them; and (ii) they have
been enrolled in the Plan by their Nominee. 
A Canadian resident beneficial owner will become a registered holder for
those Units purchased using Form C. 
Subsequent optional cash payments may be made by completing
Form B - Optional Cash Payment Authorization - Registered
Owner or returning the portion from the Participant’s statement of account
together with a certified cheque or bank draft for the optional cash payment
amount.


Nominees holding Units
registered in the name of CDS & Co. will
not be able to participate in the optional cash payment component of the Plan
unless they withdraw their position from CDS & Co.  Participation by CDS & Co. participants
is currently limited to the distribution reinvestment component of the
Plan.  However, Form C - Optional
Cash Payment Authorization – Beneficial Owner allows a beneficial holder to
participate directly as described above.


Optional cash payments
cannot exceed $5,000 per Participant per month, or be less than $500 per
remittance, and must be received by the Agent (together with a completed Form B
or Form C - Optional Cash Payment Authorization, as
applicable) at least five (5) business days prior to the distribution payment
date in order to be invested in new Units. 
Optional cash payments received by the Agent after such time will not be
invested in new Units until the next month. 
All purchases of Units with optional cash payments will, at the
discretion of the Corporation, be made through the facilities of the Toronto
Stock Exchange at prevailing market rates or issued from treasury at the
Average Market Price (without a discount). 
See “Price of New Units” below.


Certified
cheques or bank drafts for optional cash payments cannot be post-dated, and
interest will not be paid on optional cash payments pending their investment in
new Units.


Distributions paid on new
Units purchased with optional cash payments will automatically be reinvested in
additional Units in accordance with the Plan.


There is no obligation to
make an optional cash payment and the amount (subject to the maximum and
minimum limits specified herein) may vary from time to time.  However, a direction to purchase new Units
with optional cash payments is irrevocable once received by the Agent, and
funds will only be returned to a Participant, without interest or deduction
thereon, if such funds are not invested in new Units for any reason.


Non-residents
of Canada


United
States residents are permitted to participate in the Plan only in respect of
the distribution reinvestment component of the Plan and are not entitled to
make optional cash payments to purchase additional Units pursuant to the Plan.  Residents of any jurisdiction other than
Canada and the United States may only participate in the Plan if permitted by
the laws of Canada and the jurisdiction in which they reside and the Trust
specifically extends the Plan to such jurisdiction.  The Trust is not responsible for providing
advice on which countries’ residents may be permitted to participate.  Distributions to be reinvested under the Plan
on behalf of Unitholders who are not residents of Canada, including residents
of the United States, will be subject to applicable Canadian non-resident
withholding tax.  See “Canadian Federal
Income Tax Considerations - Non-Residents of Canada” below for
further information.


The Trust, the Plan Agent
and any Nominee reserve the right to deny participation in the Plan to, and to
not accept an Authorization Form from any person or agent of such person who
appears to be, or who the Trust, the Plan Agent or such Nominee has reason to
believe is, subject to the laws of any jurisdiction which do not permit
participation in the Plan in the manner sought by or on behalf of such
person.  Unitholders should be aware that
certain Nominees may not allow participation in the Plan and the Trust is not
responsible for monitoring or advising which Nominees allow participation.


The Plan
Agent shall not acquire Units on behalf of a non-resident of Canada if the Plan
Agent has received written notice from the Trust that it has determined
pursuant to the Trust’s trust indenture either that the Trust’s ability to
continue to rely on certain provisions of the Income
Tax Act (Canada) for purposes of qualifying as a “mutual fund trust”
thereunder is in jeopardy or that it is otherwise in the best interests of the
Trust.



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FEDERAL
ANTI-TERRORISM AND ANTI-MONEY LAUNDERING LEGISLATION


Federal anti-terrorism
and anti-money laundering legislation requires that certain personal
information be provided by Participants wishing to make optional cash
payments.  If an optional cash payment is
being made, Participants will initially be required to complete a declaration
on CIBC Mellon’s Participant Declaration Form, provide a certified personal
cheque and submit these items to the Agent with their completed Form A,
and Form B or C Authorization Forms, as applicable.  Authorization
Forms with an optional cash payment component will not be processed without a
certified personal cheque and a duly completed and signed Participant
Declaration Form.


PRORATION
IN CERTAIN EVENTS


If, in respect of any
distribution payment date, fulfilling all of the elections under the Plan would
result in Penn West exceeding the limit on new equity set by the Corporation in
its discretion or the aggregate annual limit on new Units issuable, then
elections for the purchase of new Units on that distribution payment date will
be prorated among all Participants in the distribution reinvestment component
of the Plan according to the number of additional Units sought to be purchased.


If the Corporation
determines not to issue any equity through the Plan on a particular
distribution payment date and the Agent does not purchase Units in the market
at prevailing market prices in accordance with the Plan, then all Participants
will receive the cash distribution to which they would otherwise be entitled to
on such distribution payment date or a refund for optional cash purchases not
invested under the Plan (without interest or deduction thereon).


PRICE
OF NEW UNITS


Distributions due to
Participants and amounts paid under the optional cash payment component of the
Plan will be paid to the Agent and will be applied to the purchase of Units.


Subject to the
restrictions on the acquisition of additional Units described herein,
additional Units may be acquired, at the election of the Corporation, either
through the facilities of the Toronto Stock Exchange or from treasury.  The price of Units purchased with
distributions will, at the discretion of the Corporation, be either 95% of the
Average Market Price (for Units issued from treasury) or the prevailing market
rates on the Toronto Stock Exchange.  The
price of Units purchased with optional cash payments will, at the discretion of
the Corporation, be either purchased at prevailing market rates (i.e. no
discount) through the facilities of the Toronto Stock Exchange or issued from
treasury at the Average Market Price (without a discount).


With respect to purchases
through the Toronto Stock Exchange, additional Units may be acquired through
the facilities of the Toronto Stock Exchange at any time during the fifteen
(15) business day period following the relevant distribution payment date.


COSTS


No commissions, service
charges or brokerage fees are payable by Participants in connection with the
purchase of additional Units under the Plan. 
All administrative costs of the Plan, including the fees and expenses of
the Agent, will be borne by the Corporation. 
However, Participants who enrol in the Plan through a Nominee may be
subject to fees in accordance with their Nominee.


ACCOUNTS
AND REPORTS TO PARTICIPANTS


An account will be
maintained by the Agent for each registered Participant other than those held
through CDS & Co. or DTC.  Unaudited
statements of account will be mailed to each Participant on a monthly
basis.  These statements are a
Participant’s continuing record of purchases of Units made for such Participant’s
account under the Plan and should be retained for income tax purposes.  The Agent will also send annually to each
Participant certain tax forms for tax reporting purposes.  Adjusted cost base calculations for tax
reporting purposes will be the 



 6
 









responsibility of each
Participant as the averaging rules may apply so that such calculations may
depend on the cost of other Units held by the Participant.


CERTIFICATES
FOR UNITS


Units purchased and held
under the Plan will be registered in the name of the Agent or its nominee, as
agent for the Participants, and certificates for such Units will not normally
be issued to Participants unless specifically requested in writing.


A Participant may, upon
written request to the Agent and without terminating participation in the Plan,
have a Unit certificate issued and registered in the Participant’s name for any
number of whole Units held for the Participant’s account under the Plan.  Certificates will normally be issued within
three (3) weeks of receipt by the Agent of the Participant’s written request
for a certificate.  Any remaining whole
Units and any fraction of a Unit will continue to be held for the Participant’s
account under the Plan.  This does not
apply to Participants who are participating via CDS & Co. or DTC or another
Nominee.


Accounts under the Plan are
maintained in the names in which Units are registered at the time the
Participants entered the Plan, and certificates for whole Units will be exactly
as registered when issued.


Units held by the Agent
for a Participant under the Plan may not be pledged, sold or otherwise disposed
of by the Participant while so held.


TERMINATION
OF PARTICIPATION


A Participant may
voluntarily terminate participation in the Plan by delivering to the Agent a
written notice of termination signed by such Participant or by having such
Participant’s Nominee terminate through CDS & Co. or DTC, if
applicable.  If the Agent does not
receive the notice of termination at least three (3) business days before a
distribution record date, settlement of a Participant’s account will not commence
until after the next investment has been completed.  In such event, the Participant will receive a
certificate for the number of whole Units held by the Agent in such Participant’s
account and a cheque for any remaining fraction of a Unit so held and any
optional cash payments held by the Agent that had not yet been invested
(without interest or deduction thereon). 
Any fractional Unit interest will be paid based on the closing market
price of a Unit on the Toronto Stock Exchange on the date participation is
terminated by the Agent after receipt by the Agent of the notice of
termination.


Participation in the Plan
will be terminated by the Agent after receipt of a written notice of the death
of a Participant and instructions to terminate from anyone acting in a
representative or fiduciary capacity. 
Such request must be accompanied by satisfactory evidence of the
appointment and authority to act.  A
certificate for the number of whole Units held for the account of a deceased
Participant under the Plan will be issued by Penn West in the name of the
estate of the deceased Participant or the deceased Participant’s Nominee, as
appropriate, and the Agent will send to the authorized representative or
Nominee of the deceased Participant such certificate and a cheque in payment
for any remaining fraction of a Unit in the deceased Participant’s account and
any optional cash payments held by the Agent that had not yet been invested
(without interest or deduction).


If a written termination
notice or notice of a Participant’s death is received by the Agent less than
three (3) business days before a distribution record date, then the Participant’s
account will not be closed, and participation in the Plan will not be
terminated, until after the distribution payment date to which such record date
relates.


RIGHTS
OFFERING


In the event that Penn
West makes available to its Unitholders rights to subscribe for additional
Units or other securities, rights certificates will be issued by Penn West to
each Participant in respect of whole Units held in a Participant’s account
under the Plan on the record date for such rights issue.


There will be no rights
issuable on a fraction of a Unit held for a Participant’s account.



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SUBDIVISIONS


If Units of Penn West are
distributed pursuant to a subdivision of Units, such Units received by the
Agent for Participants under the Plan will be held by the Agent and credited by
the Agent proportionately to the accounts of the Participants in the Plan.  A certificate for any Units resulting from
such a subdivision of Units that are registered in the name of a Participant,
rather than the name of the Agent, will be sent directly to the Participant in
the same manner as to Unitholders who are not participating in the Plan.


UNITHOLDER
VOTING


Whole Units held for a
Participant’s account under the Plan on the record date for a vote of
Unitholders will be voted in accordance with the instructions of the
Participant given on a form to be furnished to the Participant.  Units for which instructions are not received
will not be voted.  No voting rights will
attach to any fraction of a Unit held for a Participant’s account under the
Plan.


RESPONSIBILITIES
OF PENN WEST AND THE AGENT


Neither Penn West nor the
Agent shall be liable for any act or for any omission to act in connection with
the operation of the Plan including, without limitation, any claims for
liability:


(a)                                  arising
out of the failure to terminate a Participant’s account upon such Participant’s
death prior to receipt of notice in writing of such death;


(b)                                 with
respect to the prices and times at which Units are purchased for the account of
or on behalf of a Participant;


(c)                                  with
respect to decisions by the Corporation to raise or not raise equity through
the Plan in any given month, or the amount of equity raised, if any;


(d)                                 arising
out of a prorating, for any reason, of the amount of equity available under the
Plan in the circumstances described herein; and


(e)                                  arising
out of a failure by the Agent to purchase additional Units with an optional
cash payment.


Participants
should recognize that neither Penn West nor the Agent can assure a profit or
protect them against a loss on the Units purchased under the Plan.


Unitholders should also
be aware that certain Nominees may not allow participation in the Plan, and
neither the Trust nor the Agent is responsible for monitoring or advising which
Nominees allow participation.


AMENDMENT,
SUSPENSION OR TERMINATION OF THE PLAN


Penn West reserves the
right to amend, suspend or terminate the Plan at any time, but such action
shall have no retroactive effect that would prejudice the interests of the
Participants.  Where required, amendments
to the Plan will be subject to the prior approval of the Toronto Stock Exchange
or the New York Stock Exchange.  All
Participants will be sent written notice of any such amendment, suspension or
termination.  In the event of termination
of the Plan by Penn West, the Agent will send to the Participants (or to their
Nominees, as applicable) certificates for whole Units held for Participants’
accounts under the Plan and cheques in payment for any remaining fractions of
Units in Participants’ accounts or for any optional cash payments held by the
Agent that had not yet been invested (without interest or deduction
thereon).  In the event of suspension of
the Plan by Penn West, no investment will be made by the Agent on the
distribution payment date immediately following the effective date of such
suspension.  Any optional cash payments
which are not invested as of the effective date of such suspension and any Unit
distributions subject to the Plan and paid after the effective date of such
suspension will be remitted by the Agent to the Participants (without interest
or deduction thereon).



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CANADIAN
FEDERAL INCOME TAX CONSIDERATIONS


The
following is a summary only of certain Canadian federal income tax
considerations relevant to participation in the Plan for purposes of the Income
Tax Act (Canada) (the “Tax Act”).  This summary is based upon the current
provisions of the Tax Act and the Regulations thereunder, the current
provisions of the Canada – United States Income Tax Convention (1980) (the “Canada – U.S. Tax Treaty”) and our
understanding of current published administrative practices of the Canada
Revenue Agency.  Subject to the following
sentence, this summary also takes into account all specific proposals to amend
the Tax Act and the Regulations publicly announced by or on behalf of the
Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”).  This summary does not take into account the
amendments to the Tax Act implementing the new tax on publicly traded income
trusts and limited partnerships, which are described in our Form F-3
Registration Statement under the Securities Act of 1933 filed in respect of
this Plan on August 9, 2007.  This
summary does not otherwise take into account or anticipate any changes in law,
whether by judicial, regulatory or legislative action, or in administrative
practice, nor does it take into account the provincial or territorial laws of
Canada or the tax laws of any foreign country. 
No assurances can be given that the Proposed Amendments will be enacted
as proposed or that legislative, judicial or administrative changes will not
modify or change the statements expressed herein after the effective date of
this Plan.  This summary is not intended to be legal or tax advice to any particular
Unitholder and Unitholders are urged to consult their tax advisors as to their
particular tax position.


Residents of Canada


The fact that distributions
are reinvested under the terms of the Plan does not relieve Unitholders of any
liability for taxes that may be payable on such distributions.  To the extent that a distribution from the
Trust would be included in the income of Unitholders for the purposes of the
Tax Act, such amount will be included in the income of Unitholders who elect to
reinvest such amount in new Units under the Plan.


The cost to a Unitholder
of Units acquired pursuant to the optional cash payment component of the Plan
will be equal to the amount of optional cash payments made by the Unitholder.


The Canada Revenue Agency
(the “CRA”) generally takes the
position that the amount, if any, by which the fair market value of any Units
acquired pursuant to the distribution reinvestment component of the Plan on the
date of purchase of such Units exceeds the purchase price therefor must be
included in the income of the Unitholder. 
Unitholders should note that neither the Trust nor the Agent is required
to provide, and will not be providing, any notice or report to Unitholders in
respect of such income.


Where the Units acquired
pursuant to the distribution reinvestment component of the Plan are capital
property to the Unitholder, the amount added to the Unitholder’s income will be
added in computing the cost to the Unitholder of such Units for purposes of
determining the adjusted cost base and capital gain or loss on the disposition
of such Units.  The cost of such Units
held as capital property by the Unitholder must be averaged with the cost of
all other Units held by the Unitholder as capital property for the purpose of
determining the adjusted cost base of all Units held by the Unitholder as
capital property pursuant to the averaging provisions of the Tax Act.


If a Unitholder disposes
of Units acquired under the Plan which are capital property, the Unitholder
will recognize a capital gain (or a capital loss) to the extent that the
proceeds of disposition exceed (or are less than) such adjusted cost base of
the Units held by the Unitholder immediately before the disposition.  One-half of the capital gain (the “taxable capital gain”) must be included in
income of the Unitholder for the year in which the disposition occurs and
one-half of a capital loss (the “allowable
capital loss”) generally may be deducted by the Unitholder against
taxable capital gains for the year of disposition, in any of the three
preceding years, or in any subsequent year, subject to the detailed provisions
of the Tax Act.


Non-Residents of Canada


The following is a
summary of the principal Canadian federal income tax considerations generally
applicable to a Participant in the Plan who, for purposes of the Tax Act and
any applicable tax treaty, and at all relevant times, is not resident or deemed
to be resident in Canada, does not use or hold (and is not deemed under the Tax
Act to use or 



 9
 









hold) Units in, or in the
course of, carrying on a business in Canada, and is not an insurer who carries
on an insurance business in Canada and elsewhere (a “Non-Resident Unitholder”).


Generally, that portion
of the distributions paid by Penn West to a Non-Resident Unitholder that
constitutes a portion of the net income of Penn West for a taxation year that
is paid or becomes payable to the Non-Resident Unitholder in that particular
taxation year is subject to Canadian withholding tax under the Tax Act at a
rate of 25%, subject to reduction under an applicable bilateral tax
treaty.  In the case of a Non-Resident
Unitholder who is a resident of the United States for purposes of the Canada –
U.S. Tax Treaty, the rate of such withholding is generally reduced to 15%.


All other distributions
paid by Penn West to a Non-Resident Unitholder are subject to Canadian
withholding tax under the Tax Act at a rate of 15%.  This rate generally is not reduced under any
of Canada’s tax treaties.  A Non-Resident
Unitholder who disposes of Units (or units of other mutual fund trusts similar
to Penn West) at a loss (calculated in Canadian dollars and pursuant to the
rules of the Tax Act) may be entitled to obtain a refund of all or a portion of
any such withholding tax paid.


It is not certain whether
the amount by which the fair market value of the Units received by a
Non-Resident Unitholder on a reinvestment of cash distributions pursuant to the
Plan exceeds the amount of the cash reinvested (that is, the 5% discount) is
subject to this 15% withholding tax.  In
the event that Penn West determines that it is, Penn West will withhold such
tax and remit it to the Canadian government.


As a consequence of these
withholding taxes, the amount that may be reinvested in the Plan by a
Non-Resident Unitholder, and the number of Units received by a Non-Resident
Unitholder on a reinvestment of cash distributions, will be reduced by the
amount of taxes withheld.


Generally, subject to the
comments in the next paragraph with respect to an in specie redemption of
Units, no Canadian taxes will be payable by a Non-Resident Unitholder in
respect of the disposition by the Non-Resident Unitholder of Units, provided
the Units do not constitute “taxable Canadian property” (within the meaning of
the Tax Act) to the Non-Resident Unitholder. 
Generally, Units will not constitute taxable Canadian property to a
Non-Resident Unitholder at a particular time provided the Non-Resident Unitholder,
persons with whom the Non-Resident Unitholder does not deal at arm’s length
(within the meaning of the Tax Act), or the Non-Resident Unitholder, together
with such persons did not own 25% or more of the issued Units at any time
during the 60 month period that ends at that particular time, and provided
further that Penn West qualifies as a “mutual fund trust” under the Tax Act at
the time of the disposition.


If a Non-Resident
Unitholder requests a redemption of his or her Units, the Non-Resident
Unitholder may, as a consequence, receive a direct interest in notes of the
Corporation.  The Canadian income tax
consequences to a Non-Resident Unitholder of owning and disposing of such
securities are not described herein. 
Moreover, it is unclear whether proceeds received on a redemption of
Units will be subject to the 15% withholding tax discussed above.  Non-resident unitholders are urged to
consult their own tax advisors before requesting redemption of their Units.


UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS


The following is a
general description of the material United States federal income tax
consequences of the ownership and disposition of our Units to a Unitholder who
is a United States person and who holds our Units as capital assets (referred
to as a “United States unitholder”).  This description is for general information
purposes only and is based on the United States Internal Revenue Code of 1986,
as amended (referred to as the “Code”),
Treasury regulations promulgated under the Code, and judicial and administrative
interpretations of the Code and those regulations, all as in effect on August
9, 2007 and all of which are subject to change, possibly with retroactive
effect.  The tax treatment of a United
States unitholder may vary depending upon his particular situation.  Some holders (including persons that are not
United States persons, banks, insurance companies, tax-exempt organizations,
financial institutions, persons whose functional currency is not the U.S. dollar,
persons subject to the alternative minimum tax and broker-dealers) may be
subject to special rules not discussed below. 
The discussion below does not address the effect of any state, local or
foreign tax law on a United States unitholder. 
There can be no assurance that the United States Internal Revenue
Service (the “IRS”) will take a
similar view as to any of the tax 



 10
 









consequences described in
this summary.  Purchasers of our Units
are advised to consult their own tax advisors with respect to an investment in
our Units.


For purposes of this
description, a “United States person” means any one of the following:


·                                         an
individual who is a citizen or resident of the United States;


·                                         a
corporation (including any entity treated as a corporation for U.S. federal
income tax purposes) organized in or under the laws of the United States or of
any political subdivision of the United States;


·                                          an
estate that is subject to United States federal income taxation without regard
to the source of its income; or


·                                         a
trust, if a United States court has primary supervision over its administration
and one or more United States persons have the authority to control all
substantial decisions of the trust, or the trust has made a valid election to
be treated as a United States person.


If a partnership
(including any entity treated as a partnership or other pass through entity for
United States federal income tax purposes) is a holder of Units, the United
States federal income tax treatment of a partner in the partnership generally
will depend on the status of the partner and the activities of the
partnership.  Partners and partnerships
should consult their tax advisors as to the particular federal income tax
consequences applicable to them.


REQUIRED
NOTICE


TO
ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, UNITHOLDERS ARE
HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS PLAN IS
NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY
UNITHOLDERS, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON
UNITHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN
CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN; AND (C) EACH UNITHOLDER SHOULD SEEK ADVICE BASED ON ITS
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.


Our Classification as a Foreign Corporation


Although we are organized
as an unincorporated open-end investment trust under Canadian law, we should be
classified as a foreign corporation for United States federal income tax
purposes under current Treasury regulations. 
Accordingly, our Units should be treated as shares of stock of a foreign
corporation for United States federal tax purposes.  The discussion below reflects this
classification and employs terminology consistent with this classification,
including references to “dividends” and “earnings and profits”.


Amount Capable of Inclusion in Income


For United States federal
income tax purposes, a United States unitholder who is a participant in the
Plan will be treated as receiving a distribution equal to the sum of (i) the
fair market value as of the distribution payment date of Units acquired
pursuant to the Plan, and (ii) any Canadian taxes which we withhold with
respect to the distribution.  The amount
treated as a distribution will be capable of inclusion in the United States
unitholder’s income as a taxable dividend to the extent of Penn West’s current
and accumulated earnings and profits, as determined for United States federal
income tax purposes.  These dividends
will not be eligible for the dividends received deduction, which is generally
allowed to United States corporate shareholders on dividends received from a
domestic corporation.  Any portion of the
distribution in excess of Penn West’s earnings and profits will first be
treated as a tax-free return of capital to the extent of the United States
unitholder’s tax basis in its Units and will be applied against and reduce 



 11
 









that basis on a
dollar-for-dollar basis (thereby increasing the amount of gain and decreasing
the amount of loss recognized on a subsequent disposition of the Units).  To the extent that the distribution exceeds
the United States unitholder’s tax basis, the excess will constitute gain from
a sale or exchange of the Units.  A
United States unitholder will generally recognize gain or loss upon the sale or
exchange of our Units equal to the difference (if any) between the amount the
United States unitholder realizes on the sale or exchange and its adjusted tax
basis in our Units.  Subject to the
passive foreign investment company rules discussed below, any gain or loss will
be capital gain or loss and will be long-term capital gain or loss if the
United States unitholder’s holding period for the Units is more than one year
at the time of the sale or exchange.


For taxable years
beginning on or before January 1, 2011, a dividend paid by us generally will be
taxed at the preferential tax rates applicable to long-term capital gains if
(a) we are a “qualified foreign corporation” (as defined below), (b) the United
States unitholder receiving such dividend is an individual, estate or trust,
and (c) such dividend is paid on our Units that have been held by such United
States unitholder for at least 61 days during the 121-day period
beginning 60 days before the “ex-dividend date.”


We will generally be a “qualified
foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) we are eligible for the
benefits of the Canada-U.S. Tax Treaty, or (b) our Units are readily tradable
on an established securities market in the U.S. 
However, even if we satisfy one or more of such requirements, we will
not be treated as a QFC if we are a “passive foreign investment company” (as
defined below) for the taxable year during which we pay a dividend or for the
preceding taxable year.


As discussed below, we do
not believe that we were a “passive foreign investment company” for the taxable
year ended December 31, 2006, and based on current business plans and financial
projections, we do not expect that we will be a “passive foreign investment
company” for the taxable year ending December 31, 2007.  (See “Passive Foreign Investment Company
Considerations” below).  Accordingly, we
expect to be a QFC for the taxable year ending December 31, 2007.


If we are not a QFC, a
dividend paid by us to a United States unitholder, including a United States
unitholder that is an individual, estate or trust, generally will be taxed at
ordinary income tax rates (and not at the preferential tax rates applicable to
long-term capital gains).  The dividend
rules are complex, and each United States unitholder should consult its own tax
advisor regarding the dividend rules.


Foreign Currency Gains


Taxable dividends with
respect to our Units that are paid in Canadian dollars will be included in the
gross income of a United States unitholder as translated into U.S. dollars
calculated by reference to the exchange rate in effect on the day the dividend
is received by the unitholder regardless of whether the Canadian dollars are
converted into U.S.  dollars at that
time.  A United States unitholder who
receives a payment in Canadian dollars and converts Canadian dollars into U.S.
dollars at a conversion rate other than the rate in effect on the day of the
distribution may have a foreign currency exchange gain or loss that would be
treated as United States source ordinary income or loss.  United States unitholders are urged to
consult their own tax advisors concerning the United States tax consequences of
acquiring, holding and disposing of Canadian dollars.


In the case of a cash
basis United States unitholder who receives Canadian dollars, or another
foreign currency, in connection with a sale, exchange or other disposition of
our Units, the amount realized will be based on the U.S.  dollar value of the foreign currency received
with respect to the Units as determined on the settlement date of the sale or
exchange.  An accrual basis United States
unitholder may elect the same treatment required of cash basis taxpayers with
respect to a sale or exchange of Units, provided that the election is applied
consistently from year to year.  This
election may not be changed without the consent of the IRS.  If an accrual basis United States unitholder
does not elect to be treated as a cash basis taxpayer, that United States
unitholder may have a foreign currency gain or loss for United States federal
income tax purposes equal to the difference between the U.S. dollar value of
the currency received on the date of the sale or exchange of the Units and the
date of payment.  This currency gain or
loss would be treated as ordinary income or loss and would be in addition to
gain or loss, if any, recognized by that United States unitholder on the sale,
exchange or other disposition of the Units.



 12
 









Basis and Holding Period


The tax basis of Units
received by a United States unitholder pursuant to the Plan will equal the fair
market value as of the distribution payment date of those Units, and the
holding period for those Units will begin on the day after the distribution
payment date.


Passive Foreign Investment Company
Considerations


Special, generally
unfavorable, rules apply to the ownership and disposition of the stock of a
passive foreign investment company (“PFIC”).  In the absence of any qualified electing fund
(“QEF”) or mark to market
election, if Penn West were to be treated as a PFIC for any year during which a
United States unitholder held Units, the United States unitholder would be
taxed under generally unfavorable rules that apply if a shareholder recognizes
a gain on the sale or other disposition of PFIC stock or receives certain
distributions with respect to the stock. 
Among the consequences would be a loss of favorable capital gains rates
and the imposition of an interest charge. 
We do not believe that Penn West has been a PFIC during the prior
taxable year and, based on our current operations and projections, do not
believe that Penn West is or will become a PFIC during the taxable year ended
December 31, 2007.  We note, however,
that passive foreign investment company status is fundamentally factual in
nature, generally cannot be determined until the close of the taxable year in
question and is determined annually. 
Consequently, we can provide no assurance that we will not be a passive
foreign investment company for either the current taxable year or for any
subsequent taxable year.  United States
unitholders are urged to consult their own tax advisors regarding our possible
classification as a passive foreign investment company and the consequences if
that classification were to occur, and the availability of the QEF election or
mark to market election.


Foreign Tax Credits


Regardless of whether the
distribution to a United States unitholder under the Plan is subject to tax
under the passive foreign investment company rules or as described in “Amount
Capable of Inclusion in Income”, any tax withheld by Canadian taxing
authorities with respect to the distribution under the Plan may, subject to a
number of complex limitations, be claimed as a foreign tax credit against a
United States unitholder’s United States federal income tax liability or may be
claimed as a deduction for United States federal income tax purposes.  The limitation on foreign taxes eligible for
credit is calculated separately with respect to specific classes of
income.  For this purpose, dividends the
trust distributes with respect to Units will generally be “passive category
income” for purposes of computing the foreign tax credit allowable to a United
States unitholder.  Because of the
complexity of those limitations, each United States unitholder should consult
its own tax advisor with respect to the amount of foreign taxes that may be
claimed as a credit.


United States Information Reporting and Backup
Withholding


Dividends on our Units
paid within the United States or through some U.S.-related financial
intermediaries are subject to information reporting and may be subject to
backup withholding, currently at a 28% rate, unless the holder is a corporation
or other exempt recipient or provides a taxpayer identification number and
certifies that no loss of exemption from backup withholding has occurred.  Information reporting requirements and backup
withholding may also apply to the cash proceeds of a sale of our Units.


Backup withholding is not
an additional tax.  Amounts withheld
under the backup withholding rules may be credited against a United States
unitholder’s U.S. tax liability, and a United States unitholder may obtain a
refund of any excess amounts withheld under the backup withholding rules by
filing the appropriate claim for refund with the IRS.


INTERPRETATION


Any issues of
interpretation arising in connection with the Plan or its application shall be
conclusively determined by the Corporation.



 13
 









NOTICES


All notices or other
documents required to be given to Participants under the Plan, including
certificates for Units and cheques, shall be mailed to Participants at the
addresses shown on the records of the Agent.


Notices to the
Agent shall be sent to:


	
  

  	
  CIBC Mellon
  Trust Company

  	
   

  	
   

  
	
   

  	
  600, 333 – 7
  Avenue S.W.

  	
   

  	
   

  
	
   

  	
  Calgary, Alberta

  	
   

  	
   

  
	
   

  	
  T2P 2Z1

  
	
   

  	
  Attention:

  	
   

  	
  Dividend Reinvestment Services

  
	
   

  	
  Facsimile:

  	
   

  	
  (403) 264-2100

  
						



 


Notices to Penn
West Energy Trust shall be sent to:


	
  

  	
  Penn West
  Petroleum Ltd.

  	
   

  	
   

  
	
   

  	
  2200, 425 – 1st Street S.W.

  	
   

  	
   

  
	
   

  	
  Calgary, Alberta

  	
   

  	
   

  
	
   

  	
  T2P 3L8

  
	
   

  	
  Attention:

  	
   

  	
  Investor Relations

  
	
   

  	
  Facsimile:

  	
   

  	
  (403) 777-2699

  
						



 


EFFECTIVE
DATE OF THE PLAN


The effective date of the
Plan (excluding the amendments contemplated by this amended and restated Plan)
is December 8, 2005.


The effective date of the
amendments contemplated by this amended and restated Plan is July 30, 2007.



 14














PENN WEST ENERGY TRUST

Distribution Reinvestment  -  Authorization Form


Relating to the Amended
and Restated Distribution Reinvestment and Optional Trust Unit Purchase Plan
(the “Plan”) of Penn West Energy
Trust (“Penn West”) dated
December 8, 2005, as amended and restated on July 30, 2007 (as further
amended from time to time).


To be
completed by the REGISTERED HOLDER of trust units of Penn West.


If you
are a BENEFICIAL OWNER of trust units of Penn West and wish to participate in
the Plan, contact your broker, investment dealer, financial institution or
other nominee who holds your units to provide instructions on how you would
like to participate in the Plan, including participation as to less than 100
percent of your units.


If
you are a REGISTERED HOLDER of trust units of Penn West and wish to participate
in the Plan as to less than 100 percent of your units, you should arrange to
transfer registration of such units to a broker, investment dealer, financial
institution or other nominee who can accommodate such arrangements.


FORM
A - DISTRIBUTION REINVESTMENT AUTHORIZATION

(Canadian and United States Residents Only)


Please
complete this section, sign below and return this form to CIBC Mellon Trust
Company at the address or facsimile number set forth below if you wish to
reinvest your distributions in accordance with the Plan and have the additional
units of Penn West issued on such reinvestment held for your account under the
Plan.


I have received and read
a copy of the text describing the Plan. 
I hereby apply to participate in the Plan and direct Penn West to
forward to CIBC Mellon Trust Company, as Agent under the Plan, all cash
distributions paid on all units of Penn West registered in my name now or in
the future, and direct CIBC Mellon Trust Company to reinvest such
distributions, together with cash distributions on units held by the Agent for
my account under the Plan, in additional units of Penn West, all in accordance
with the distribution reinvestment component of the Plan and subject to
proration and any applicable withholding tax as provided therein.


I represent and warrant
to the Trust and CIBC Mellon Trust Company that I am, and when trust units of
Penn West are purchased for my account in accordance with this direction I will
be, a resident of Canada or the United States and, to the extent I hold trust
units on behalf of a beneficial owner of trust units, such beneficial owner is,
and when the trust units are purchased for such beneficial owner’s account in
accordance with this direction such beneficial owner will be, a resident of
Canada or the United States.


	
   

  	
   

  	
   

  
	
  SIGNATURE OF REGISTERED
  UNITHOLDER

  	
   

  	
  NAME OF
  REGISTERED UNITHOLDER

  
	
   

  	
   

  	
  (PLEASE PRINT)

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADDRESS
  INCLUDING MUNICIPALITY OF RESIDENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDER ACCOUNT #
  (if known): 

  	
   

  	
   

  	
  TELEPHONE #:

  	
   

  
							



 


Note:  Authorization Forms must be
received on or before the distribution record date in order to be effective for
the monthly distribution payment date to which such record date relates.  Authorization Forms not received on or before
such distribution record date will not be effective until the next month.


For further information,
please contact:


	
  CIBC Mellon Trust Company

  	
   

  	
  OR

  	
   

  	
  PENN WEST PETROLEUM LTD.

  
	
  P.O. Box 7010

  	
   

  	
   

  	
   

  	
  Administrator of Penn West Energy Trust

  
	
  Adelaide Street Station

  	
   

  	
   

  	
   

  	
  2200, 425 – 1st Street S.W.

  
	
  Toronto, Ontario M5C 2W9

  	
   

  	
   

  	
   

  	
  Calgary, Alberta T2P 3L8

  
	
  Attention:

  	
  Dividend Reinvestment Services

  	
   

  	
   

  	
   

  	
  Attention:

  	
  Investor Relations

  
	
  Fax:

  	
  (416) 643-5020

  	
   

  	
   

  	
   

  	
  Telephone:

  	
  (403) 777-2666

  
	
  Toll Free:

  	
  1-800-387-0825

  	
   

  	
   

  	
   

  	
  Fax:

  	
  (403) 777-2699

  
	
  www.cibcmellon.com

  	
   

  	
   

  	
   

  	
  www.pennwest.com

  



 















PENN WEST ENERGY TRUST

Optional Cash Payment – Authorization Form (Registered)


Relating to the Amended
and Restated Distribution Reinvestment and Optional Trust Unit Purchase Plan
(the “Plan”) of Penn West Energy
Trust (“Penn West”) dated December
8, 2005, as amended and restated on July 30, 2007 (as further amended from time
to time).


To be
completed by the REGISTERED HOLDER of trust units of Penn West.  Residents of countries other than Canada who
are registered holders of trust units are NOT eligible to make optional cash
payments.


FORM
B - OPTIONAL CASH PAYMENT AUTHORIZATION - REGISTERED HOLDER

(Canadian Residents Only)


If you
wish to make an optional cash payment in accordance with the Plan, please
complete this section, sign below and return this form to CIBC Mellon Trust
Company at the address set forth below, together with a certified personal
cheque made payable to “CIBC Mellon Trust Company” and CIBC Mellon’s
Participant Declaration Form.  In order
to be able to make an optional cash payment you must have previously enrolled
in the Plan.


I have received and read
a copy of the text describing the Plan. 
Enclosed is an optional cash payment in the amount of $                    
in the form of a certified personal cheque* payable to “CIBC Mellon Trust Company”
(which payment must be at least $500 per remittance and not more than $5,000
per month and can be made monthly).  I
hereby direct CIBC Mellon Trust Company, as Agent under the Plan, to invest the
enclosed payment in additional units of Penn West in accordance with the Plan.
I hereby confirm my understanding that any distributions received on units of
Penn West held for my account under the Plan will automatically be reinvested
in additional units of Penn West in accordance with the Plan.  I hereby represent and warrant to the Trust
and CIBC Mellon Trust Company that I am, and when the trust units are purchased
for my account in accordance with this direction I will be, a resident of
Canada.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE OF REGISTERED UNITHOLDER

  	
   

  	
  NAME OF REGISTERED UNITHOLDER

  	
   

  	
   

  
	
   

  	
   

  	
  (PLEASE PRINT)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADDRESS INCLUDING MUNICIPALITY OF RESIDENCE

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DRIP ACCOUNT # (if known): 

  	
   

  	
   

  	
   

  	
  TELEPHONE #:

  	
   

  	
   

  	
   

  
										



 


Note:
An optional cash payment must be received (together with a
completed Optional Cash Payment Form) at least five (5) business days prior to
a distribution payment date in order to be invested in additional units of Penn
West.  Optional cash payments not
received on or before such distribution payment date will not be invested in
additional units of Penn West until the next month.  No interest will be paid on optional cash
payments received but not yet invested in additional units of Penn West.


For further information,
please contact:


	
  CIBC Mellon Trust Company

  	
   

  	
  OR

  	
   

  	
  PENN WEST PETROLEUM LTD.

  
	
  P.O. Box 7010

  	
   

  	
   

  	
   

  	
  Administrator of Penn West Energy Trust

  
	
  Adelaide Street Station

  	
   

  	
   

  	
   

  	
  2200, 425 – 1st Street S.W.

  
	
  Toronto, Ontario M5C 2W9

  	
   

  	
   

  	
   

  	
  Calgary, Alberta T2P 3L8

  
	
  Attention:

  	
  Dividend Reinvestment Services

  	
   

  	
   

  	
   

  	
  Attention:

  	
  Investor Relations

  
	
  Fax:

  	
  (416) 643-5020

  	
   

  	
   

  	
   

  	
  Telephone:

  	
  (403) 777-2666

  
	
  Toll Free:

  	
  1-800-387-0825

  	
   

  	
   

  	
   

  	
  Fax:

  	
  (403) 777-2699

  
	
  www.cibcmellon.com

  	
   

  	
   

  	
   

  	
  www.pennwest.com

  



 


At least
five (5) business days prior to a distribution payment date, please return to
CIBC Mellon Trust Company at the address set forth above:


1.                                      this
completed Optional Cash Payment Form B;


2.                                      certified
personal cheque in the amount of your optional cash payment; and


3.                                      CIBC
Mellon’s Participant Declaration Form (first time only).






*     Additional optional cash
payments may be made following your initial payment by returning the portion
from your statement  of account along
with a certified cheque or bank draft for the optional payment amount.















PENN WEST ENERGY TRUST

Optional Cash Payment – Authorization Form (Beneficial)


Relating to the Amended
and Restated Distribution Reinvestment and Optional Trust Unit Purchase Plan
(the “Plan”) of Penn West Energy
Trust (“Penn West”) dated December
8, 2005, as amended and restated on July 30, 2007 (as further amended from time
to time).


To be
completed by the BENEFICIAL OWNER of trust units of Penn West.  Residents of countries other than Canada who
are beneficial owners of trust units are NOT eligible to make optional cash
payments.


FORM
C  - OPTIONAL CASH PAYMENT AUTHORIZATION –
BENEFICIAL OWNER

(Canadian Residents Only)


If you
wish to make an optional cash payment in accordance with the Plan, please
complete this section, sign below and return this form to CIBC Mellon Trust
Company at the address set forth below, together with a certified personal
cheque made payable to “CIBC Mellon Trust Company” and CIBC Mellon’s
Participant Declaration Form.  In order
to be able to make an optional cash payment you must be previously enrolled in
the Plan.


I have received and read
a copy of the text describing the Plan. 
Enclosed is an optional cash payment in the amount of $                     
in the form of a certified personal cheque* payable to “CIBC Mellon Trust Company”
(which payment must be at least $500 per remittance and not more than $5,000
per month and can be made monthly).  I
hereby direct CIBC Mellon Trust Company, as Agent under the Plan, to invest the
enclosed payment in additional units of Penn West in accordance with the Plan.
I hereby confirm my understanding that any distributions received on units of
Penn West held for my account under the Plan will automatically be reinvested
in additional units of Penn West in accordance with the Plan.


CERTIFICATE
OF BENEFICIAL OWNERSHIP


The undersigned hereby
certifies, represents and warrants to Penn West and to CIBC Mellon Trust
Company, and acknowledges that you are relying upon such certification,
representation and warranty, that the undersigned: (i) is the beneficial owner
of                   
trust units of Penn West, which are held on behalf of the undersigned by the
following intermediary; (ii) is, and when trust units are purchased for my
account in accordance with this direction I will be, a resident of Canada; and
(iii) has been enrolled in the Plan by its broker, investment dealer, financial
institution or other nominee:


	
   

  	
   

  	
   

  
	
  Name of Brokerage Firm or
  Other Intermediary

  	
   

  	
  Name of Registered
  Representative (please print or type)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account No.

  	
   

  	
  Branch Location/City

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Intermediary’s Telephone #

  	
   

  	
  Intermediary’s Fax #

  



 


The undersigned
hereby authorizes the above-named intermediary to disclose and to confirm to
Penn West or CIBC Mellon Trust Company the ownership of trust units of Penn
West by the undersigned.  The undersigned
acknowledges that by executing this certificate, it is authorizing CIBC Mellon
Trust Company as Agent for the Plan to enroll the undersigned directly as a
participant in the Plan.


	
  DATE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Beneficial Unitholder

  	
   

  	
  Name and Address of
  Beneficial Unitholder (please print or type)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title of Officer Signing, if applicable

  	
   

  	
  Telephone # of
  Beneficial Unitholder

  



 


Note:
An optional cash payment must be received (together with a
completed Optional Cash Payment Form) at least five (5) business days prior to
a distribution payment date in order to be invested in additional units of Penn
West.  Optional cash payments not
received on or before such distribution payment date will not be invested in
additional units of Penn West until the next month.  No interest will be paid on optional cash
payments received but not yet invested in additional units of Penn West.


For further information,
please contact:


	
  CIBC Mellon Trust Company

  	
   

  	
  OR

  	
   

  	
  PENN WEST PETROLEUM LTD.

  
	
  P.O. Box 7010

  	
   

  	
   

  	
   

  	
  Administrator of Penn West Energy Trust

  
	
  Adelaide Street Station

  	
   

  	
   

  	
   

  	
  2200, 425 – 1st Street S.W.

  
	
  Toronto, Ontario M5C 2W9

  	
   

  	
   

  	
   

  	
  Calgary, Alberta T2P 3L8

  
	
  Attention:

  	
  Dividend Reinvestment Services

  	
   

  	
   

  	
   

  	
  Attention:

  	
  Investor Relations

  
	
  Fax:

  	
  (416) 643-5020

  	
   

  	
   

  	
   

  	
  Telephone:

  	
  (403) 777-2666

  
	
  Toll Free:

  	
  1-800-387-0825

  	
   

  	
   

  	
   

  	
  Fax:

  	
  (403) 777-2699

  
	
  www.cibcmellon.com

  	
   

  	
   

  	
   

  	
  www.pennwest.com

  



 


At least
five (5) business days prior to a distribution payment date, please return to
CIBC Mellon Trust Company at the address set forth above:


1.                                      this
completed Optional Cash Payment Form C;


2.                                      certified
personal cheque in the amount of your optional cash payment; and


3.                                      CIBC
Mellon’s Participant Declaration Form (first time only).






*     Additional optional cash
payments may be made following your initial payment by returning the portion
from your statement of account along with a certified cheque or bank draft for
the optional payment amount.















	
  Participant
  Declaration Form

  	
  

  	 

	
  IMPORTANT: THIS FORM MUST BE
  FULLY COMPLETED if you have not submitted one previously and want to make
  an optional cash purchase under the terms of your plan.

  The Proceeds of Crime (Money
  Laundering) and Terrorist Financing Act (Canada) and the
  regulations made thereunder (collectively the “Act”) require that CIBC Mellon
  Trust Company (CIBC Mellon) collect and record certain information relating
  to certain accounts it maintains for individuals or entities under a plan.
  These requirements apply to participants
  who want to make optional cash payments to their plan.  

   

  	 

	
  Please read the instructions on the back before
  completing this form.

  	 

	
   

  	 

	
  Part A –
  Account Information

  	 

	
  PLAN
  SPONSOR/ISSUER OF SECURITIES

  	
  ACCOUNT NUMBER

  	 

	
   

  	
   

  	 

	
  ACCOUNT HOLDER’S
  ADDRESS

  	
  TELEPHONE  NUMBER/E-MAIL ADDRESS (Optional)

  	 

	
   

  	 

	
  Part B –
  Participant Declaration

  	 

	
   

  	 

	
  I/We the account holder(s) named below (or, if applicable, the parent
  or legal guardian or authorized signing officers), hereby declare(s) as
  follows:

  	 

	
  ACCOUNT HOLDER
  NAME

  	
  2nd ACCOUNT HOLDER
  NAME (IF APPLICABLE)

  	
	
	
  NAME  OF PARENT OR LEGAL GUARDIAN OF THE ACCOUNT
  HOLDER OR AUTHORIZED SIGNING OFFICER(S) OF THE ACCOUNT HOLDER (IF APPLICABLE)

  	
	
   

  	
	
  DATE OF BIRTH OF
  INDIVIDUAL SIGNING THIS FORM (DD/MM/YYYY)

   

  	
  DATE OF BIRTH OF
  2nd INDIVIDUAL SIGNING THIS FORM (DD/MM/YYYY)

   

  	
	
  PRINCIPAL
  BUSINESS OR OCCUPATION OF ACCOUNT HOLDER

  	
  PRINCIPAL
  BUSINESS OR OCCUPATION of 2nd ACCOUNT HOLDER

  	
	
  And that (if applicable, check the appropriate box below):

  	 

	
   

  	 

	
  o

  	
  The account holder is a minor (under age 12) and the under-signed is
  his/her parent or legal guardian. 

  	
  o

  	
  The account holder is a corporation, partnership, trust or other
  entity (supporting documents and personal cheque(s) specified on the back of
  this form are enclosed)

  	
  o

  	
  The account holder is a financial entity or securities dealer and is
  exempt from third party verification in Part B below (proceed to Part
  C).  

  	
	
   

  	 

	
  Part C –
  Third Party Verification

  	 

	
   

  	 

	
  Check one of the two boxes below. If the second box is marked, you
  must provide the information requested.

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  o

  	
  This plan account is not
  intended to be used by, or on behalf of, a third party (proceed to Part D)

  	
  o

  	
  This plan account is intended
  to be used by, or on behalf of a third party, and I have completed the
  applicable information fields immediately below. 

  	 

	
   

  	
   

  	 

	
  NAME OF THIRD
  PARTY

   

  	
  ADDRESS OF THIRD
  PARTY

  	 

	
   

  	
   

  	 

	
  PRINCIPAL
  BUSINESS OR OCCUPATION OF THIRD PARTY

   

  	
  IF THIRD PARTY IS
  A CORPORATION, PROVIDE INCORPORATION NUMBER AND PLACE OF ISSUE

   

  	 

	
   

  	 

	
  DESCRIBE THE
  NATURE OF THE RELATIONSHIP BETWEEN THE ACCOUNT HOLDER AND THE THIRD PARTY

   

  	 

	
  Part D –
  Contribution

  	 

	
   

  	 

	
  Amount of contribution (please note the
  important instructions about payment methods on 

  the back of this form)

  	
  $

  	
	
  

  By participating in the plan, I/we agree to be bound by the terms and
  conditions in the prospectus or brochure that governs the plan which I/we
  have read and fully understand. I/we further agree that participation in the
  plan will continue until I/we notify CIBC Mellon in writing that I/we desire to
  terminate participation in the plan. I/we acknowledge that withdrawals from
  the plan will be subject to terms and conditions of the plan. I/we agree to
  inform CIBC Mellon if the information in Part C changes. I/we have attached
  the personal cheque if required as per the instructions on the back of this
  form.



  	 

	
  SIGNATURE

   

   

  	
  SIGNATURE OF 2ndACCOUNT HOLDER

  	
  DATE (DD/MM/YYYY)

  	 

																	 




 


Participant Declaration Form: 13-07-2005











 


Instructions


If
you have not previously completed and submitted a Participant Declaration form
or the information in Part C has changed you must complete Parts A, B, C and
(if applicable) D. Once you have filed an acceptable form, your account will be
coded as ‘compliant’ and you will not have to submit another form for that
account unless the information in Part C has changed.


This
form must be signed by all account holders listed (or their parent or guardian
if applicable).
Without a valid Participant Declaration, CIBC Mellon cannot process further
optional cash payments and will return your contribution.  This form ONLY applies to the plan account
noted.


Once
your account is ‘compliant’ you can use the form on the dividend reinvestment
statement or complete Parts A and D of this form to make future optional cash
payments.


Part A – Account Information


Enter
the ACCOUNT NUMBER, COMPANY NAME (PLAN SPONSOR/ISSUER OF SECURITIES) and
ACCOUNT HOLDER’S ADDRESS in the space provided. The account number can be found
on a dividend reinvestment statement or dividend cheque. 


Part B – Participant Declaration


The
Act requires CIBC Mellon to validate the identity of account holders or their
representatives.  The only viable way to
do that under the Act is to obtain a personal cheque payable to CIBC Mellon
drawn on an acceptable institution (see below), from
all account holders or, if they are minors or corporate or other entities,
their parent(s), legal guardian(s) or authorized signatories.  An acceptable institution
is a Canadian financial institution or a foreign bank authorized in Canada
under The Bank Act (Canada).


·    If the account is in the name of an individual who is a non-minor (12
and over) the account holder must provide his or her NAME, DATE OF
BIRTH and PRINCIPAL BUSINESS OR OCCUPATION. The account holder must also,
provide a personal cheque and sign and date the form.


·    If the account is in the name of an individual who is a minor (under
12) his/her parent or legal guardian must provide the NAME of the
account holder.  The parent or legal
guardian must provide their NAME and DATE OF BIRTH.  Under PRINCIPAL BUSINESS OR OCCUPATION
indicate “minor child” or “student” and check the box indicating that the
account holder is a minor. Each parent or legal guardian must also provide a
personal cheque drawn on his/her own account, and sign and date the form.


·    If the account is in more than one name each account holder
must provide their NAME, DATE OF BIRTH and PRINCIPAL BUSINESS OR OCCUPATION.
Each individual must also provide a personal cheque unless both the plan and
bank accounts are joint accounts in the same names.  Each account holder must also sign this form.
This form provides for two account holders. If the plan is in the name of 3 or
more account holders, please photocopy this form to provide for the additional
holders.


·    If the account is in the name of a corporation, partnership, trust or
other entity all individuals authorized by the corporation,
partnership, trust or other entity to have signing authority over the account
and give instructions with respect of the account must provide their NAME and DATE
OF BIRTH.  They need not provide their
PRINCIPAL BUSINESS OR OCCUPATION. Each authorized individual (up to a maximum
of three) must provide a personal cheque payable to CIBC Mellon Trust Company
for one dollar. Please note that the dollar is non-refundable.  Each authorized individual must also sign the
form. This form provides for two authorized officers. If there are more than
two, please photocopy this form to provide for the additional authorized
officers.


A corporation must provide (i) a copy of corporate
authority to operate the account (e.g. excerpts from articles, by-laws or board
resolutions); and (ii) either a
certificate of corporate status and list of directors or
any other record that confirms its existence and includes a list of its directors
(e.g. a filing under securities laws).


A partnership, trust or other entity must
provide (i) description of its principal business or occupation; and (ii) a
copy of a partnership agreement, articles of association or other document that
evidences the entity’s existence.


A corporation, partnership, trust or other
entity must provide a certificate of incumbency with specimen signatures for
authorized individuals. 


Part C – Third Party Verification


To
meet the third-party verification requirements under the Act you must complete
this section if it applies to your situation unless the named account holder is
a financial entity as defined in the Act or a Canadian securities dealer.
Provide the information required in relation to any third parties who may have an
interest in the account.  A third party
may include, without limitation, a spouse, relative, friend, business partner,
employee or trust beneficiary.


Part D - Contribution


If
you wish to make an optional cash purchase with this form, please send your payment
to CIBC Mellon Trust Company with this form. No third
party cheques, bank drafts, money orders or wire transfers will be accepted
unless we have received personal cheques drawn on an acceptable institution
from all those required to provide them as outlined above. Please
write the account number and company number (plan sponsor/ issuer of
securities) on your personal cheque.


Privacy Notice


At
CIBC Mellon, an integral part of our commitment to service excellence is our
commitment to the privacy of personal information entrusted to us.  In the course of providing trustee services
to you and to our corporate clients, CIBC Mellon may collect personal
information which includes name, address, telephone number and other contact
information, occupation, social insurance number or other tax identification
number, financial information concerning investments of the individual and
other information we may collect with consent or as permitted or required by
law.  CIBC Mellon will collect, use and
disclose personal information (including the personal information you have
given us on this form) to process your request, to administer your account and
for other lawful purposes relating to our services – our Privacy Statement
tells you more about this, and about our privacy commitment.  All personal information is collected, used
and disclosed by us in accordance with our Privacy Statement.  It is available on our website at
http://www.cibcmellon.com, or by writing us at: CIBC Mellon Privacy Officer,
P.O. Box 1, 320 Bay Street, Toronto, Ontario M5H 4A6. Your signature on this
form is your consent to the above. 


	
  Please return completed form to:

  	
   

  	
  CIBC Mellon Trust Company 

  Dividend Reinvestment 

  P.O. Box 7010 

  Adelaide Street Postal Station 

  Toronto, ON, M5C 2W9

  
	
  If you
  have any questions please feel free to call our AnswerLine at: Or contact us
  using our secure online form:

  	
   

  	
  416-643-5500 OR 1-800-387-0825
  https://www.cibcmellon.com/investorinquiry