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EXECUTION COPY




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of
June 9, 2004, is between PRIMA ENERGY CORPORATION, a Delaware corporation
(the “Company”), and COMPUTERSHARE TRUST COMPANY, INC., a Colorado corporation,
as rights agent (the “Rights Agent”).



     WHEREAS, the Company and Rights Agent previously entered into that certain
Rights Agreement dated as of May 23, 2001 (the “Rights Agreement”); and



     WHEREAS, pursuant to Sections 27 and 33 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement as set forth
below;



     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:



     1.          Amendment of Section 3(a). Clause (ii) of Paragraph (a) of Section 3
of the Rights Agreement is amended by deleting in its entirety the phrase “or
of the first public announcement of the intention of any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any Person holding Common Shares
for or pursuant to the terms of any such plan to the extent such person is so
acting with the approval or consent of the Company) to commence” and the commas
immediately preceding and following such phase.



     2.          Amendment of Section 7. Paragraph (a) of Section 7 of the Rights
Agreement is amended by (A) deleting the word “or” immediately preceding clause
(iii) thereof and inserting a “,” in lieu thereof, and (B) by adding a new
clause (iv) immediately following clause (iii) thereof which shall read in its
entirety as follows: “or (iv) immediately prior to the Effective Time (as
defined in the Agreement and Plan of Merger, dated as of June 9, 2004, by and
among the Company, Petro-Canada (US) Holdings, a Delaware corporation,
(“Holdings”), and Raven Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Holdings, as the same may be amended from time to time (the
“Merger Agreement”).”



     3.          Addition of New Section 34. The Rights Agreement is amended by adding
a Section 34 thereof, to read as follows:




“Section 34. Exception For Merger Agreement. Notwithstanding any
provision of this Agreement to the contrary, neither a
Distribution Date nor a Shares Acquisition Date shall be deemed to
have occurred, none of Parent, Merger Subsidiary or any of their
Affiliates or Associates shall be deemed to have become an
Acquiring Person, and no holder of any Rights shall be entitled to
exercise such Rights under, or be entitled to any Rights pursuant
to, any of Sections 3, 7, 11 or 13 of this Agreement, in any such
case by reason of (a) the approval, execution or delivery of the
Merger Agreement or any amendments thereof approved in advance by
the Board of Directors of the Company, (b) the commencement or,
prior to termination of the Merger Agreement, the consummation of
any of the transactions contemplated by the Merger Agreement



 









 






in accordance with the provisions of the Merger Agreement,
including the Offer and the Merger (as such terms are defined in
the Merger Agreement” and the acquisition of shares pursuant to
the Offer or (c) the execution and delivery of the Stockholder
Agreements (as defined in the Merger Agreement and the
consummation of the transaction contemplated thereby).”



     4.          Effectiveness.
This Amendment shall be deemed effective as of June 9, 2004 as if executed by both parties hereto on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.



     4.          Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.


	 	 	 	 	 
	 	PRIMA ENERGY CORPORATION

 	 
	 	By:  	/s/ Neil Stenbuck                                   
 	 
	 	 	Name: 	Neil Stenbuck	 
	 	 	Title: 	Executive Vice President	 
	 
	 	COMPUTERSHARE TRUST COMPANY, INC.,

As Rights Agent

 	 
	 	By:  	/s/ Kellie Gwinn                                        
 	 
	 	 	Name: Kellie Gwinn	 	 	 
	 	 	Title: Vice President	 	 	 
	 
	 	By:  	/s/ Ian Yewer                                        
 	 
	 	 	Name: Ian Yewer	 	 	 
	 	 	Title: President