0001104659-05-027455 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT
Shareholder Rights Plan Agreement • June 9th, 2005 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta

MEMORANDUM OF AGREEMENT, dated as of March 3, 1999, as amended and restated as of May 1, 2002, between Talisman Energy Inc. (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Rights Agent”);

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SHAREHOLDER RIGHTS PLAN AMENDMENT AGREEMENT
Shareholder Rights Plan • June 9th, 2005 • Talisman Energy Inc • Crude petroleum & natural gas

This agreement (“Rights Plan Amendment”), dated as of May 3, 2005, is made between Talisman Energy Inc. (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Rights Agent”);

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