EXHIBIT 10.48
                                                                  -------------



                              AMENDED AND RESTATED
                           CHANGE OF CONTROL AGREEMENT

This amended and restated  change of control  agreement made as of the 31st day
of December, 2001

BETWEEN:

                  NEXEN INC.  (FORMERLY  KNOWN AS CANADIAN  OCCIDENTAL
                  PETROLEUM  LTD.), a corporation  incorporated  under
                  the laws of Canada

                                 (hereinafter referred to as the "CORPORATION")

                                     - and -

                                  ROGER THOMAS

                                   (hereinafter referred to as the "EXECUTIVE")

RECITALS:

1.       The  Executive,  as Senior Vice  President  Canadian  Oil & Gas of the
         Corporation, is considered by the Board to be an essential officer and
         employee of the Corporation, who is both integral to the operation and
         development of the Corporation,  and has acquired  outstanding skills,
         unique  experience  and  possesses  an  extensive  background  in, and
         knowledge of, the Corporation's business,  operations and the industry
         in which it is engaged.

2.       In the event of a Change of Control,  there is a possibility  that the
         employment of the Executive would be terminated  without just cause or
         adversely  modified and the Executive  has  expressed  concern in that
         regard to the Corporation.

3.       The Board recognizes that it is essential and in the best interests of
         the Corporation and its shareholders  that the Corporation  retain the
         continued  dedication of the Executive to the  Executive's  office and
         the  Executive's  employment  during the  uncertain  period  prior to,
         during and following a Change of Control.

4.       The Board further  believes that the past service of the Executive and
         the Executive's  integral role in the development and operation of the
         Corporation  requires that the Corporation ensure that in the event of
         a Change of Control the Executive is treated in a manner that is fair,
         reasonable,  consistent  with  industry  standards  and  in  the  best
         interests of the Corporation.

5.       The  Corporation  and the  Executive  entered into a Change of Control
         Agreement  on October  22,  1999,  which was  amended  by an  Amending
         Agreement   dated  December  25,

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         2000 (collectively the "CURRENT  AGREEMENT") to agree on the terms and
         conditions  which will govern the  termination or  modification of the
         employment  of the  Executive  following  a  Change  of  Control.  The
         Corporation  and the Executive wish to amend the Current  Agreement as
         herein  provided  and,  in  doing  so,  wish to  restate  the  Current
         Agreement as herein amended (the "RESTATED AGREEMENT").

NOW  THEREFORE,  in  consideration  of the mutual  covenants and agreements set
forth in this Restated Agreement and for other good and valuable consideration,
the receipt and  sufficiency of which are hereby  acknowledged  by the Parties,
the Parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

1.1      In this Restated Agreement, the following terms mean as follows:

         (a)      "AFFILIATE" and "ASSOCIATE" have the meaning ascribed to such
                  terms in the CBCA.

         (b)      "ACTING  JOINTLY  OR IN  CONCERT"  for the  purposes  of this
                  Restated Agreement,  a Person is acting jointly or in concert
                  with  another  Person  if  such  Person  has  any  agreement,
                  arrangement or understanding  (whether formal or informal and
                  whether or not in  writing)  with such  other  Person for the
                  purpose of  acquiring,  or offering  to  acquire,  any Common
                  Shares of the  Corporation  (other than customary  agreements
                  with and between  underwriters  and banking  group or selling
                  group members with respect to a distribution of securities by
                  way of  prospectus  or private  placement  or  pursuant  to a
                  pledge of securities in the ordinary course of business).

         (c)      "ANNUAL  BASE  SALARY"  means the annual  base  salary of the
                  Executive  payable by the Corporation at the end of the month
                  immediately preceding the Date of Termination.

         (d)      "ANNUAL  TARGET  BONUS" means the  Executive's  annual target
                  bonus as  determined  by the  Board to be in  effect  for the
                  calendar year in which a Change of Control occurs.

         (e)      "BENEFICIAL   OWNER"  for  the  purposes  of  this   Restated
                  Agreement,  a Person  shall be deemed  to be the  "BENEFICIAL
                  OWNER"  and  to  have   "BENEFICIAL   OWNERSHIP"  of  and  to
                  "BENEFICIALLY OWN":

                  (i)      any  securities  as to which  such  Person or any of
                           such Person's  Affiliates or Associates is the owner
                           at law or in equity;

                  (ii)     any  securities  as to which  such  Person or any of
                           such Person's  Affiliates or Associates  has a right
                           to acquire (i) upon the exercise of any  Convertible
                           Securities  or  (ii)  pursuant  to  any   agreement,
                           arrangement or understanding,  whether such right is
                           exercisable  immediately  within a

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                           period of sixty (60) days  thereafter and whether or
                           not   on   condition   or  the   happening   of  any
                           contingency,  (other than (a)  customary  agreements
                           with and between  underwriters and banking group and
                           selling   group   members   with   respect   to  the
                           distribution  to the public or pursuant to a private
                           placement of securities, or (b) pursuant to a pledge
                           of securities  in the ordinary  course of business);
                           and

                  (iii)    any securities which are  Beneficially  Owned within
                           the meaning of clauses (a) or (b) above by any other
                           Person with which such  Person is Acting  Jointly or
                           in Concert,

                  provided,  however,  that a Person  shall not be  deemed  the
                  "Beneficial Owner" or to have "Beneficial Ownership" of or to
                  "Beneficially  Own" any  security  where  such  Person is the
                  registered  holder of  securities  as a result of carrying on
                  the  business  of or  acting  as  nominee  for  a  securities
                  depository.

                  For purposes of this Restated  Agreement,  the  percentage of
                  Common Shares Beneficially Owned by any Person,  shall be and
                  be deemed to be the product determined by the formula:

                  100 x A/B

                  Where:

                  A =   the number of votes for the  election of all  directors
                        generally  attaching to the Common Shares  Beneficially
                        Owned by such Person; and

                  B =   the number of votes for the  election of all  directors
                        generally attaching to all outstanding Common Shares.

                  For the  purposes of the  foregoing  formula,  where a Person
                  Beneficially   Owns  unissued  Common  Shares  which  may  be
                  acquired  pursuant  to  Convertible  Securities,  such Common
                  Shares shall be deemed to be  outstanding  for the purpose of
                  calculating  the  percentage  of Common  Shares  Beneficially
                  Owned  by  such  Person  in  both  the   numerator   and  the
                  denominator, but no other unissued Common Shares which may be
                  acquired  pursuant  to  any  other  outstanding   Convertible
                  Securities  shall, for the purposes of that  calculation,  be
                  deemed to be outstanding.

         (f)      "BOARD"  means the Board of Directors of the  Corporation  as
                  constituted from time to time.

         (g)      "CBCA" means the CANADA BUSINESS CORPORATIONS ACT, as amended
                  from time to time, and any successor legislation thereto.

         (h)      "CHANGE OF CONTROL" means the occurrence of any of:

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                  (i)      the purchase or  acquisition of any Common Shares or
                           Convertible  Securities by a Beneficial  Owner which
                           results  in  the   Beneficial   Owner   owning,   or
                           exercising  control or direction over, Common Shares
                           or Convertible  Securities such that,  assuming only
                           the    conversion    of    Convertible    Securities
                           Beneficially   Owned  or  over   which   control  or
                           direction is exercised by the Beneficial  Owner, the
                           Beneficial  Owner would own, or exercise  control or
                           direction over,  Common Shares carrying the right to
                           cast  more  than  thirty-five  percent  (35%) of the
                           votes attaching to all Common Shares; or

                  (ii)     the substantial  completion of: (i) the liquidation,
                           dissolution  or  winding-up of the  Corporation;  or
                           (ii) the sale, lease or other  disposition of all or
                           substantially  all of the assets of the Corporation;
                           or

                  (iii)    a situation in which individuals who were members of
                           the Board immediately prior to:

                           (A)      a  meeting  of  the   shareholders  of  the
                                    Corporation  involving a contest for, or an
                                    item of business  relating to, the election
                                    of directors; or

                           (B)      an  amalgamation,  arrangement,  merger  or
                                    other  consolidation  or combination of the
                                    Corporation with another Person,

                           shall  not   constitute  a  majority  of  the  Board
                           following such election or transaction; or

                  (iv)     the completion of any  transaction or the first of a
                           series of transactions  which would have the same or
                           similar  effect  as any  transaction  or  series  of
                           transactions  referred to in paragraph  (i), (ii) or
                           (iii) above; or

                  (v)      a  determination  by the Board that there has been a
                           change, whether by way of a change in the holding of
                           the  Common   Shares,   in  the   ownership  of  the
                           Corporation's  assets  or by any other  means,  as a
                           result  of which  any  Person,  or group of  Persons
                           Acting  Jointly or in  Concert,  is in a position to
                           effect a Change of Control.

         (i)      "COMMON SHARES" means the common shares of the Corporation.

         (j)      "CONVERTIBLE SECURITIES" means:

                  (i)      any right  (contractual  or otherwise and regardless
                           of whether  such right  constitutes  a security)  to
                           acquire Common Shares from the Corporation; or

                  (ii)     any security issued by the Corporation  from time to
                           time  (other  than the rights  issued  pursuant to a
                           shareholders'   rights   protection  plan,  if  any)
                           carrying any exercise, conversion or exchange right,

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                  which is then exercisable or exercisable within a period of
                  sixty (60) days from that time pursuant to which the holder
                  thereof may acquire Common Shares or other securities which
                  are convertible into or exercisable or exchangeable for Common
                  Shares (in each case, whether such right is then exercisable
                  or exercisable within a period of sixty (60) days from that
                  time and whether or not on condition or the happening of any
                  contingency).

         (k)      "DATE  OF   TERMINATION"   means  the  date  upon  which  the
                  Executive's employment is terminated pursuant to Section 4.1,
                  5.1 or 6.1.  For  greater  clarity,  the Date of  Termination
                  means  the date  upon  which  the  Corporation  provides  the
                  Executive  with  written,  verbal  or other  notice  that the
                  Executive's   employment  has  been  or  will  be  terminated
                  pursuant  to  Section  4.1 or 5.1 or the date upon  which the
                  Executive   provides  the  Corporation  with  written  notice
                  terminating  the Executive's  employment  pursuant to Section
                  4.1 or for Good Reason pursuant to Section 6.1.

         (l)      "DISABILITY"  means,  where  due  to  a  physical  or  mental
                  condition,  the Executive is rendered totally and permanently
                  unable to perform the  Executive's  duties for a  consecutive
                  period of two (2) years or more  during  which the  Executive
                  has  been  in  receipt  of  long  term  disability  insurance
                  benefits from the insurance  carrier normally utilized by the
                  Corporation.

         (m)      "EFFECTIVE  DATE"  means  the date  upon  which a  Change  of
                  Control occurs.

         (n)      "EMPLOYMENT  BENEFITS" means the employment benefits to which
                  the  Executive is entitled by virtue of any written,  oral or
                  implied  agreement with the Corporation.  For the purposes of
                  this Restated Agreement, "Employment Benefits" shall include,
                  but is not limited to, the following:

                  (i)      the Executive's entitlement to any dental or general
                           medical care;

                  (ii)     the  Executive's  entitlement  to receive  long term
                           disability   benefits  from  the  insurance  carrier
                           normally utilized by the Corporation;

                  (iii)    the  Executive's  entitlement  to  pension  benefits
                           under  the  terms  of  any  pension  plan  with  the
                           Corporation;

                  (iv)     the   Executive's   entitlement  to  a  monthly  car
                           allowance from the Corporation;

                  (v)      the Executive's  entitlement to contributions by the
                           Corporation to the Corporation's savings plan;

                  (vi)     the  Executive's  entitlement  to  receive  from the
                           Corporation financial counseling services, at a cost
                           of  $3,500.00  per  year  (or  as  the  same  may be
                           increased from time to time by the Corporation); and

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                  (vii)    the  Executive's  entitlement  to  receive  from the
                           Corporation  security  monitoring  services  at  the
                           Executive's personal residence.

         (o)      "GOOD  REASON"  means  any  of  the  following,   unless  the
                  Executive  shall have given the  Executive's  express written
                  consent thereto:

                  (i)      INCONSISTENT DUTIES. The assignment to the Executive
                           of any  duties  inconsistent  with  the  Executive's
                           status as an executive officer of the Corporation or
                           a material alteration in the nature or status of the
                           Executive's  responsibilities or duties or reporting
                           relationship from those in effect  immediately prior
                           to a Change  of  Control;

                  (ii)     REDUCED  SALARY.  A reduction by the  Corporation in
                           the Executive's  Annual Base Salary in effect on the
                           Effective  Date  or as the  same  may  be  increased
                           thereafter  from time to time or the  failure by the
                           Corporation to grant the Executive  salary increases
                           at a rate commensurate  with the increases  accorded
                           to other executives of the Corporation;

                  (iii)    RELOCATION.  The Corporation requiring the Executive
                           to be based  anywhere other than where the Executive
                           is based at the time a  Change  of  Control  occurs,
                           except  for  required  travel  on the  Corporation's
                           business to an extent substantially  consistent with
                           the Executive's  business travel  obligations in the
                           ordinary course of business  immediately  prior to a
                           Change of Control;

                  (iv)     INCENTIVE  COMPENSATION  PLANS.  The  failure by the
                           Corporation  to  continue  in effect  any  incentive
                           compensation    plan   in   which   the    Executive
                           participates,  including,  but not  limited  to, the
                           Incentive Compensation Plan or the Stock Option Plan
                           or any other similar plans adopted prior to a Change
                           of  Control,  unless the  Executive  is  eligible to
                           participate  in, and is entitled to the  opportunity
                           to receive a comparable  level of benefits under, an
                           ongoing,  substitute or  alternative  plan (it being
                           understood  that the manner or method of payment and
                           the  form of  consideration  need not be the same as
                           existed in the  original  plans);  or the failure by
                           the   Corporation   to  continue   the   Executive's
                           participation  therein on at least as  favourable  a
                           basis,  both in  terms  of the  amount  of  benefits
                           available  to the  Executive  and the  level  of the
                           Executive's    participation   relative   to   other
                           participants,  as  existed  at the time a Change  of
                           Control occurs;

                  (v)      EMPLOYMENT BENEFITS AND PERQUISITES.  The failure by
                           the Corporation to continue to provide the Executive
                           with  Employment  Benefits at least as favourable as
                           those enjoyed by the Executive  immediately prior to
                           a Change of Control,  including  any  pension  plan,
                           benefit   plan   or   any   retirement   arrangement
                           established  for  the  Executive,   or  any  of  the
                           Corporation's  life insurance,  medical,  health and
                           accident,  disability  or savings plans in which the
                           Executive was  participating at the time a

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                           Change of Control  occurs;  the taking of any action
                           by the Corporation that would directly or indirectly
                           materially  reduce any such  benefits or deprive the
                           Executive of any material  perquisite enjoyed by the
                           Executive  at the time a Change of  Control  occurs,
                           including,  without  limitation  and to  the  extent
                           applicable, the use of a car, aircraft,  secretarial
                           services,   office   space,   telephones,   computer
                           facilities,    expense   reimbursement,    financial
                           counseling,  and  professional  fees and  club  dues
                           reimbursement;  or the failure by the Corporation to
                           provide  the  Executive  with  the  number  of  paid
                           vacation  days to which the Executive is entitled in
                           accordance  with the  Corporation's  normal vacation
                           practice  in effect at the time a Change of  Control
                           occurs;

                  (vi)     NO  ASSUMPTION  BY  SUCCESSOR.  The  failure  of the
                           Corporation to obtain a satisfactory  agreement from
                           a  successor  to assume  and agree to  perform  this
                           Restated Agreement.  Alternatively,  if the business
                           or   undertaking   in  connection   with  which  the
                           Executive's  services are  principally  performed is
                           sold at any time after a Change of  Control  occurs,
                           and the  Executive's  employment is transferred as a
                           result,  the failure or refusal of the  purchaser of
                           such   business  or   undertaking   to  provide  the
                           Executive  with the same or a  comparable  position,
                           duties,  compensation and benefits,  as described in
                           paragraphs  (iv) and (v) above,  as  provided to the
                           Executive by the Corporation  immediately prior to a
                           Change of Control;

                  (vii)    DISPOSITION  OF  "ALL  OR  SUBSTANTIALLY  ALL".  The
                           disposition   by   the   Corporation   of   all   or
                           substantially  all of the assets of the Corporation,
                           as  contemplated  herein,  notwithstanding  that the
                           Executive's  services  were or were not  principally
                           performed for such business.

         (p)      "INCENTIVE  COMPENSATION  PLAN" means any bonus or  incentive
                  compensation  plan of the  Corporation in which the Executive
                  is  entitled  to receive  benefits  in the month  immediately
                  preceding a Change of Control.

         (q)      "JUST CAUSE" means:

                  (i)      the  failure  by  the  Executive  to   substantially
                           perform  the  Executive's  duties  according  to the
                           terms of the  Executive's  employment  in  existence
                           immediately  prior to a Change of Control  after the
                           Corporation  has  given  the  Executive   reasonable
                           notice of such failure and a reasonable  opportunity
                           to correct it; or

                  (ii)     where the  Executive  engages in any criminal act or
                           dishonesty resulting or intended to result, directly
                           or indirectly, in the personal gain of the Executive
                           at the Corporation's expense.

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         (r)      "MONTHLY BASE SALARY" means the monthly salary payable to the
                  Executive  by the  Corporation  in  effect  at the end of the
                  month immediately preceding the Effective Date.

         (s)      "PARTIES"  means  the  Corporation,  and its  successors  and
                  permitted  assigns,  and the  Executive  and the  Executive's
                  heirs,  executors and administrators and "PARTY" means either
                  one of them.

         (t)      "PERSON"  includes an individual,  partnership,  association,
                  body  corporate,  trustee,  executor,  administrator,   legal
                  representative  and  any  national,   provincial,   state  or
                  municipal government or any agency thereof.

         (u)      "RESTATED  AGREEMENT"  means this amended and restated change
                  of  control  agreement  as it may  be  amended,  restated  or
                  supplemented from time to time, and the expressions "hereof",
                  "herein",  "hereto",   "hereunder",   "hereby",  and  similar
                  expressions  refer to this  Restated  Agreement  and,  unless
                  otherwise  indicated,  refer to  Articles or Sections in this
                  Restated Agreement only.

         (v)      "SECURITIZATION  PROCEDURE"  means the  Statement  of Company
                  Procedure Regarding the Securitization of Nexen Inc. Restated
                  Executive Benefit Plan, as amended from time to time.

         (w)      "SEVERANCE   PERIOD"  means  the  thirty  (30)  month  period
                  immediately following the Date of Termination.

         (x)      "STOCK  OPTION  PLAN" means any stock option plan or plans of
                  the  Corporation  pursuant to which the  Executive is granted
                  options by the Corporation to acquire Common Shares.

         (y)      "SUBSIDIARY" has the meaning ascribed to it in the CBCA.

         (z)      "TERM" has the meaning referred to in Section 3.1.

                                    ARTICLE 2
                           SCOPE OF RESTATED AGREEMENT

2.1      The  Parties  intend  that  this  Restated  Agreement  sets out  their
         respective  rights and obligations  upon the occurrence of a Change of
         Control.  This Restated Agreement does not provide for any other terms
         of the Executive's  employment with the Corporation,  and shall create
         no rights or obligations of the Parties prior to, or in  circumstances
         other than, a Change of Control or beyond the Term.

2.2      This Restated Agreement shall  automatically  terminate upon the death
         of the Executive or where due to the Disability of the Executive,  the
         Executive is materially  incapacitated from performing the Executive's
         duties. In the event of the death or Disability of the Executive,  the
         Executive  (or the  Executive's  estate)  shall be entitled to receive
         from  the  Corporation  all  unpaid  Annual  Base  Salary,  Employment
         Benefits, unpaid business

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         expenses and vacation  entitlement accrued to the date of the death or
         Disability of the Executive. The Executive (or the Executive's estate)
         shall  also be  entitled  to receive  any and all death or  Disability
         benefits in a manner consistent with, and at least equal in amount to,
         those  provided  by the  Corporation  to senior  executives  (or their
         estate) under such plans,  programs and policies in effect at the date
         of Disability or death of the  Executive,  and the  Corporation  shall
         have no further obligations to the Executive or the Executive's estate
         under this Restated Agreement.

2.3      If the Executive's  employment is terminated by either Party,  for any
         reason,  prior  to a Change  of  Control  in any  manner,  other  than
         expressly  provided  for in this  Restated  Agreement,  this  Restated
         Agreement shall automatically terminate and the Corporation shall have
         no obligations to the Executive hereunder.

                                    ARTICLE 3
                           TERM OF RESTATED AGREEMENT

3.1      Subject to termination of this Restated Agreement prior to a change of
         control,  this Restated  Agreement shall remain in effect for a period
         concluding  twelve  (12)  months  following  the  Effective  Date (the
         "TERM"),  at which  time  this  Restated  Agreement  shall  terminate;
         provided  however that the payment of compensation and benefits to the
         Executive under this Restated  Agreement shall continue beyond the end
         of the Term in  accordance  with  the  applicable  provisions  of this
         Restated Agreement.

                                    ARTICLE 4
            TERMINATION FOR JUST CAUSE OR FOR OTHER THAN GOOD REASON

4.1      If the  Executive's  employment  is terminated  for Just Cause,  or is
         terminated by the Executive,  other than for Good Reason,  following a
         Change of Control, the Corporation shall pay to the Executive,  if not
         already paid,  the fraction of the unpaid  Annual Base Salary  accrued
         during the then current  fiscal year of the  Corporation,  all accrued
         Employment  Benefits,  all unpaid reasonable business expenses and all
         unpaid   vacation  pay  accrued  up  to  and  including  the  Date  of
         Termination,  and thereafter,  the  Corporation  shall have no further
         obligations to the Executive under this Restated Agreement.

4.2      Nothing in this  Restated  Agreement  shall serve to derogate from the
         vested rights of the Executive to pension benefits, Stock Option Plans
         or any other Employment Benefits to which the Executive is entitled up
         to the Date of Termination.

                                    ARTICLE 5
                           TERMINATION BY CORPORATION

5.1      If the Executive's  employment is terminated by the Corporation within
         the twelve (12) month period  following the Effective Date, for reason
         other than Just Cause, death or Disability,  the Corporation shall pay
         to the Executive the remuneration referred to in Article 7.

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                                    ARTICLE 6
                           TERMINATION FOR GOOD REASON

6.1      In the event of a Change of Control,  the  Executive  may,  within the
         twelve  (12)  month  period  following  the  Effective  Date  and upon
         providing the Corporation with ten (10) days written notice, terminate
         the Executive's  employment with the Corporation for Good Reason. Upon
         being  provided  with such notice,  the  Corporation  shall pay to the
         Executive the remuneration referred to in Article 7.

                                    ARTICLE 7
                          COMPENSATION UPON TERMINATION

7.1      If the Executive's employment is terminated in accordance with Section
         5.1 or 6.1 herein:

         (a)      the Corporation shall forthwith,  but in any event within ten
                  (10)  days  from  receipt  by the  Corporation  of a  Release
                  executed  by  the  Executive  substantially  in the  form  of
                  Schedule "A", pay to the Executive:

                  (i)      if  not  previously   paid,   that  portion  of  the
                           Executive's  accrued but unpaid Monthly Base Salary,
                           any accrued but unpaid bonus to which the  Executive
                           is entitled for the  preceding  calendar  year under
                           any   Incentive   Compensation   Plan,   all  unpaid
                           reasonable  business  expenses  and all  accrued but
                           unused   vacation  pay  earned  or  payable  to  the
                           Executive by the Corporation for the period from the
                           beginning of the  Corporation's  then current fiscal
                           year, up to and including the Date of Termination;

                  (ii)     a lump sum  cash  payment  equal to the  Executive's
                           Monthly  Base Salary and  one-twelfth  (1/12) of the
                           Executive's  Annual  Target  Bonus for each month of
                           the Severance Period;

                  (iii)    a lump sum payment  equal to thirteen  percent (13%)
                           of  the  Executive's  Annual  Base  Salary  for  the
                           Severance   Period.   The  Executive  may  elect  to
                           continue the  Executive's  then  current  dental and
                           general medical care and/or life insurance  benefits
                           and/or long term disability  benefits (on such terms
                           and  conditions  in effect in the month  immediately
                           preceding the Date of Termination) for the Severance
                           Period,  or until  the date on which  the  Executive
                           obtains  alternative  employment if earlier than the
                           date of  termination  of the Severance  Period.  The
                           cost to the Corporation of continuing these benefits
                           on behalf of the Executive  shall be deducted by the
                           Corporation  from the Executive's  thirteen  percent
                           (13%)  Annual Base Salary lump sum payment  referred
                           to herein;

                  (iv)     a lump sum  payment  representing  the  value of the
                           Executive's  monthly car allowance for the Severance
                           Period;

<PAGE>
                                     -11-


                  (v)      a lump sum  payment  representing  the  value of the
                           Corporation's  contributions  to  the  Corporation's
                           savings  plan (at a rate of six percent  (6%) of the
                           Executive's  Annual Base  Salary) for the  Severance
                           Period;

                  (vi)     a lump sum  payment  representing  the  value of the
                           Executive's   entitlement   to   receive   from  the
                           Corporation  financial  counseling  services for the
                           Severance Period; and

                  (vii)    a lump sum  payment  representing  the  value of the
                           Executive's   entitlement   to   receive   from  the
                           Corporation  security  monitoring  services  at  the
                           Executive's  personal  residence  for the  Severance
                           Period;

         (b)      with  respect  to  the  Executive's  entitlement  to  pension
                  benefits  under the Pension Plan for  Employees of Nexen Inc.
                  (Defined Benefit Option) (the "Registered  Pension Plan") and
                  the  Executive's  related  entitlement  under the Nexen  Inc.
                  Restated  Executive  Benefit  Plan  (the  "Executive  Benefit
                  Plan"):

                  (i)      the Corporation shall recognize the Severance Period
                           for   purposes  of   determining   the   Executive's
                           entitlement;

                  (ii)     for    calculation    purposes,    the   Executive's
                           entitlement  is the  benefit  which  would have been
                           determined  assuming  that  the  Executive  had been
                           employed throughout the Severance Period,  including
                           recognition of:

                           (A)      additional  service  that  would  have been
                                    credited for the Severance Period;

                           (B)      monthly  salary  equal  to the  Executive's
                                    Monthly   Base   Salary    throughout   the
                                    Severance Period;

                           (C)      pensionable  bonus for the year of the Date
                                    of  Termination,  and for  each  subsequent
                                    year  or   portion   thereof   during   the
                                    Severance Period,  determined at the Annual
                                    Target Bonus level.  Average  bonus will be
                                    determined  over the three years to the end
                                    of  the  Severance  Period,  including  any
                                    partial calendar years; and

                           (D)      if the  Executive  would have been eligible
                                    for  retirement at the end of the Severance
                                    Period,  the  Executive  shall be deemed to
                                    retire,  and the pension to commence,  upon
                                    completion of the Severance Period. In such
                                    case, the  Executive's  attained age at the
                                    end  of  the   Severance   Period  will  be
                                    recognized for purposes of calculating  the
                                    early  retirement   reduction   factor,  if
                                    applicable;

                  (iii)    the pension  entitlements  described in this Section
                           7.1(b) shall, to the extent legally permissible,  be
                           provided through the Registered Pension Plan. To the
                           extent that it is not legally permissible to provide
                           such

<PAGE>
                                     -12-


                           pension  entitlements through the Registered Pension
                           Plan, the  Corporation  shall pay to the Executive a
                           lump sum payment  representing  the settlement value
                           of the  additional  Executive  Benefit  Plan benefit
                           determined in accordance  with the  assumptions  set
                           forth in Schedule "B"; and

                  (iv)     any   entitlements   of  the  Executive   under  the
                           Executive  Benefit Plan which have  previously  been
                           funded   in   accordance   with  the  terms  of  the
                           Securitization  Procedure but not previously settled
                           in accordance  with the terms of the  Securitization
                           Procedure  shall be  settled by the  Corporation  in
                           accordance  with the settlement  mechanism set forth
                           in the Securitization  Procedure and the assumptions
                           set forth in Schedule "B";

         (c)      the  Corporation  shall provide the Executive  with executive
                  outplacement  counseling  to  be  provided  by a  firm  to be
                  selected by the Executive,  at a cost to the  Corporation not
                  to exceed $25,000.00;

         (d)      all  of  the  Executive's  outstanding   unexercisable  stock
                  options under any Stock Option Plan shall become exercisable;

         (e)      where the Executive has been relocated, at the request of the
                  Corporation, within the two (2) year period immediately prior
                  to the Effective Date, if so requested by the Executive,  the
                  Corporation   shall   relocate  the  Executive  back  to  the
                  Executive's prior location; and

         (f)      as soon as is reasonably  practicable following the execution
                  of this Restated Agreement, the Corporation shall be required
                  to provide  security for the performance of its obligation to
                  make the lump sum payments described in this Article 7.

7.2      The  estimated  value as of October 1, 2001 of Sections  7.1(a)(ii) to
         7.1(c) are set out in Schedule  "C".  Schedule "C" provides  estimated
         values only and actual values shall be  calculated in accordance  with
         this Restated  Agreement at the time of  entitlement  or payment under
         this Restated Agreement.

7.3      Subject to  Section  7.1(a)(iii),  if the  Executive's  employment  is
         terminated in the  circumstances  described in Section 5.1 or 6.1, the
         remuneration  and benefits  payable  under this Article 7 shall not be
         reduced if the Executive obtains alternative employment.

7.4      Unless expressly  provided otherwise in this Restated  Agreement,  all
         payments  to be made to the  Executive  under this  Article 7 shall be
         subject to required statutory deductions at source by the Corporation.

<PAGE>
                                     -13-


                                    ARTICLE 8
                            CONFIDENTIAL INFORMATION

8.1      If the Executive's  employment is terminated in any manner  whatsoever
         due to or following a Change of Control,  the Executive agrees to keep
         confidential  all information of a confidential or proprietary  nature
         concerning   the   Corporation,   its   Affiliates,   Associates   and
         Subsidiaries and their respective operations,  opportunities, areas of
         present,  past or  future  interests,  assets,  finances,  technology,
         intellectual property, business and affairs, and further agrees not to
         use such  information,  data or  technology  for  personal  advantage,
         provided  that  nothing   herein  shall  prevent  the   disclosure  of
         information  which is  publicly  available  or which is required to be
         disclosed by the Executive under appropriate statute,  rules of law or
         legal process.

                                    ARTICLE 9
              RIGHTS AND OBLIGATIONS OF EXECUTIVE UPON TERMINATION

9.1      Subject to Section 8.1, the  Executive  shall not be prohibited in any
         manner  whatsoever  from  obtaining  alternative  employment  with  or
         otherwise  forming or participating  in a business  competitive to the
         business of the  Corporation  after the termination of the Executive's
         employment with the Corporation.

9.2      Upon the termination of the Executive's employment for any reason, the
         Executive shall tender the Executive's  resignation  from any position
         the Executive may hold as an officer or director of the Corporation or
         any of its Affiliates, Associates or Subsidiaries.

9.3      If the  Executive's  employment  is  terminated  in the  circumstances
         described in Section 5.1 or 6.1,  the  Corporation  shall  continue to
         purchase and maintain,  to the extent  available in the marketplace at
         reasonable  cost  to the  Corporation,  on  behalf  of the  Executive,
         director and officer liability insurance for the applicable limitation
         period  following the date upon which the Executive ceases to serve as
         a director or officer of the Corporation, and the Executive's existing
         agreement to receive  indemnity from the Corporation for acts taken by
         the  Executive  in  the  Executive's  capacity  as an  officer  of the
         Corporation shall remain in effect.

9.4      Upon termination of the Executive's employment pursuant to Section 5.1
         or 6.1, the  Corporation  shall  reimburse  the  Executive for ongoing
         legal fees and disbursements  which the Executive may reasonably incur
         in  connection  with  this  Restated   Agreement  (but  this  Restated
         Agreement only),  including any litigation  concerning the validity or
         enforceability  of, or liability under, any provision of this Restated
         Agreement or any action by the Executive.  The  Corporation  shall pay
         such fees and  reimbursements  to the Executive  promptly as such fees
         and disbursements become due.

<PAGE>
                                     -14-


                                   ARTICLE 10
                              EXPEDITED ARBITRATION

10.1     If, pursuant to Section 6.1, the Executive  provides written notice of
         the Executive's intention to terminate the Executive's  employment for
         Good  Reason,  and the  Corporation  believes  that  there  is no Good
         Reason, or, alternatively,  that Just Cause exists which justified the
         Executive's  termination,  the Corporation shall, within ten (10) days
         of having been provided such notice,  provide  written notice ("Notice
         of Dispute") to the Executive of the dispute (the "Dispute").

10.2     The Parties agree that any and all Disputes under Section 10.1 will be
         resolved by way of a single Arbitrator.

10.3     (a)      Within  fifteen  (15)  days of  provision  of the  Notice  of
                  Dispute,  the Parties  shall agree upon and appoint a neutral
                  Arbitrator  from the then current  roster  maintained  by the
                  Alberta   Mediation  and   Arbitration   Society  to  act  as
                  Arbitrator of the Dispute; or

         (b)      If no person  acceptable to both Parties has been agreed upon
                  and appointed within fifteen (15) days, then either Party may
                  make  immediate  application to the Court of Queen's Bench of
                  Alberta,  Judicial District of Calgary, to have an Arbitrator
                  appointed.

10.4     The Parties  acknowledge and agree that the purpose of this Article 10
         is to avoid delays and facilitate resolution of the Dispute in a just,
         speedy and cost-effective manner.

10.5     Consistent with the expedited  nature of  arbitration,  the Arbitrator
         will  direct  and  control  the scope and  timing of the  exchange  of
         information  between  the  Parties  and will  take  such  steps as the
         Arbitrator   deems   necessary   to   achieve  a  just,   speedy   and
         cost-effective  resolution  of the  Dispute.  The  Arbitrator  has the
         exclusive  right  and  power to  resolve  all  issues  related  to the
         exchange of information in the arbitration process.

10.6     The Parties agree that the Arbitrator is only  authorized to determine
         whether the Executive had Good Reason for  terminating the Executive's
         employment,  or alternatively,  whether the Corporation had Just Cause
         to terminate the Executive's employment.

10.7     A hearing will occur within forth-five (45) days of the appointment of
         the Arbitrator (the "HEARING").  The time of the Hearing (the "Hearing
         Date") will be scheduled by the Arbitrator after consultation with the
         Parties.  The  Hearing  will be  governed  by the rules set out in the
         ARBITRATION  ACT S.A. 1991,  c.A-43,  as modified by the Arbitrator in
         the  interests  of  achieving  a  just,   speedy  and   cost-effective
         resolution  of  the  Dispute.   The  Arbitrator  may  require  written
         submissions  of fact in the  Dispute  to be  provided  seven  (7) days
         before the Hearing Date.

<PAGE>
                                     -15-


10.8     The  Arbitrator  will use best  efforts to provide a written  decision
         within seven (7) days of the conclusion of the Hearing.

10.9     The Parties  agree that the decision of the  Arbitrator  will be final
         and binding upon the Parties.

                                   ARTICLE 11
                                     GENERAL

11.1     The headings of the Articles and paragraphs in this Restated Agreement
         are inserted for convenience  only and shall not affect the meaning or
         construction of this Restated Agreement.

11.2     This  Restated   Agreement  shall  be  construed  and  interpreted  in
         accordance  with the laws of the  Province  of Alberta and the federal
         laws of Canada as applicable therein.

11.3     If any provision of this  Restated  Agreement is determined to be void
         or  unenforceable in whole or in part, it shall be and be deemed to be
         severed from this Restated  Agreement  without  affecting or impairing
         the validity of any other provision herein.

11.4     Any notice  required  or  permitted  to be given  under this  Restated
         Agreement  shall  be  in  writing  and  shall  be  properly  given  if
         delivered,  by  hand  delivery  or mail or  other  form of  electronic
         communication  capable of  transmission  confirmation to the following
         address:

         a.       IN THE CASE OF THE CORPORATION TO:

                  Nexen Inc.
                  #1500, 635 - 8th Avenue S.W.
                  Calgary, AB T2P 3Z7
                  Attention:  Chief Executive Officer

         b.       IN THE CASE OF THE EXECUTIVE TO:

                  the last  address  of the  Executive  in the  records  of the
                  Corporation  or to such other address as the Parties may from
                  time to time specify by notice given in accordance herewith.

11.5     This Restated  Agreement  shall enure to the benefit of and be binding
         upon  the  Executive  and  the   Executive's   heirs,   executors  and
         administrators  and  upon  the  Corporation  and  its  successors  and
         assigns.

11.6     This Restated  Agreement  constitutes the entire agreement relating to
         the  respective  rights  and  obligations  of  the  Parties  upon  the
         occurrence  of a Change of  Control.  No  amendment  or waiver of this
         Restated  Agreement shall be binding unless executed in writing by the
         Parties.

<PAGE>
                                     -16-


11.7     The Parties agree that the rights,  entitlements  and benefits set out
         in this Restated  Agreement to be paid to the Executive  upon a Change
         of  Control  shall  be in  full  satisfaction  of  all  rights  of the
         Executive under applicable law in effect from time to time as a result
         thereof.

11.8     Neither Party can waive or shall be deemed to have waived any right it
         has under  this  Restated  Agreement  except to the  extent  that such
         waiver is in writing.

The Parties have  executed  this  Restated  Agreement  effective the date first
written above.


                                          NEXEN INC.

                                          Per:   /s/ Charles W. Fischer
                                                 ------------------------------


                                          Per:   /s/ John B. McWilliams
                                                 ------------------------------

SIGNED, SEALED & DELIVERED
in the presence of

/s/ Jane Thomas                           /s/ Roger Thomas
----------------------------------        -------------------------------------
WITNESS                                   ROGER THOMAS





<PAGE>


                                  SCHEDULE "A"

                              AMENDED AND RESTATED
                           CHANGE OF CONTROL AGREEMENT

In order to receive the  entitlements  referred to in this Restated  Agreement,
the  Executive  shall  execute  the  attached  Release,   fully  releasing  the
Corporation  from all further claims in relation to the Executive's  employment
or  Employment  Benefits  and  the  termination  thereof  upon  payment  of the
remuneration and benefits referred to in Article 7 of this Restated  Agreement.
The attached Release shall not, however,  require that the Executive relinquish
or release any rights to indemnity  which the  Executive  may, as an officer or
director  of  the  Corporation  or  any  of  its  Affiliates,   Associates  and
Subsidiaries,  have  as  against  the  Corporation  or any  of its  Affiliates,
Associates and Subsidiaries for costs, charges and expenses reasonably incurred
by the Executive in respect of any civil,  criminal or administrative action or
proceeding  to which the Executive is made a party by reason of being or having
been a  director  or  officer  of  the  Corporation  or any of its  Affiliates,
Associates and Subsidiaries where:

         (a)      the  Executive  has acted  honestly  and in good faith with a
                  view to the best  interests of the  Corporation or any of its
                  Affiliates, Associates and Subsidiaries; and

         (b)      in  the  case  of a  criminal  or  administrative  action  or
                  proceeding enforced by a monetary penalty,  the Executive had
                  reasonable grounds for believing the Executive's  conduct was
                  lawful.



<PAGE>


                                  FINAL RELEASE

KNOW ALL MEN BY THESE PRESENTS that I, ROGER THOMAS, of the City of Calgary, in
the  Province  of Alberta,  in  consideration  of the amounts  provided in that
certain  Amended  and  Restated  Change of  Control  Agreement  (the  "RESTATED
AGREEMENT") dated as of the ___ day of December,  2001 between myself and NEXEN
INC. (the  "CORPORATION")  and for other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  do for myself,  my
executors  and  assigns  hereby  remise,  release  and  forever  discharge  the
Corporation, and any associated,  affiliated, predecessor or parent corporation
of the Corporation and their present and former directors, officers, agents and
employees (the  "RELEASEES"),  including each of their  respective  successors,
heirs,  administrators  and  assigns,  from all  manner of  actions,  causes of
action, debts, obligations,  covenants,  claims or demands,  whatsoever which I
may ever have had, now have, or can,  shall or may  hereafter  have against the
Releasees or any of them,  by reason of or arising out of any cause,  matter or
thing  whatsoever  done,  occurring or existing up to and including the present
date and, in particular,  without in any way  restricting the generality of the
foregoing, in respect of all claims of any nature whatsoever,  past, present or
future,  directly or  indirectly  related to or arising out of or in connection
with my relationship with the Releasees,  as an employee,  officer or director,
and the termination of my employment from the  Corporation  including,  but not
limited to, any claims related to any entitlement I may have or may have had to
any  payment or claim  either at common law or under the  EMPLOYMENT  STANDARDS
CODE,  HUMAN  RIGHTS,   CITIZENSHIP  AND  MULTICULTURALISM  ACT  or  any  other
applicable   legislation  governing  or  related  to  my  employment  with  the
Releasees.

AND FOR THE SAID CONSIDERATION,  I, ROGER THOMAS,  represent and warrant that I
have not assigned to any person, firm or corporation any of the actions, causes
of  action,  claims,  suits,  executions  or  demands  which I release  by this
Release,  or with  respect  to which I agree  not to make any claim or take any
proceeding herein.

IT IS FURTHER  ACKNOWLEDGED  that the payment to me includes full  compensation
and  consideration for the loss of my employment  benefits,  as provided by the
Releasees, and that all of my employment benefits and privileges shall cease on
the date of termination of my

<PAGE>
                                      -2-


employment,  except as otherwise provided in the Restated Agreement.  I further
acknowledge  that I have  received  all  benefits due to me and have no further
claim  against  the  Releasees  for  such  benefits.   I  further  accept  sole
responsibility to replace such benefits which I wish to continue or to exercise
conversion  privileges  where  applicable with respect to such benefits and, in
particular any life insurance and long-term disability  benefits.  In the event
that I become disabled following  termination of my employment,  I covenant not
to sue the Releasees for insurance or other benefits or loss of same and hereby
release the  Releasees  from any and all  further  obligations  or  liabilities
arising therefrom.

Notwithstanding  anything contained herein, this Release shall not extend to or
affect,  or constitute a release of, my right to sue,  claim against or recover
from the  Releasees  and shall not  constitute  an  agreement  to refrain  from
bringing, taking or maintaining any action against the Releasees in respect of:

         (a)      any  corporate  indemnity  existing by  statute,  contract or
                  pursuant  to  any  of  the   constating   documents   of  the
                  Corporation  provided  in my favour in  respect  of my having
                  acted  at any  time  as a  director,  officer  or both of the
                  Corporation;

         (b)      my entitlement to any insurance maintained for the benefit or
                  protection   of  the   directors   and/or   officers  of  the
                  Corporation,  including  without  limitation,  directors' and
                  officers' liability insurance; or

         (c)      my entitlement to any amounts or compensation due to me under
                  the  terms  of  my   employment   pursuant  to  the  Restated
                  Agreement.

IT IS  HEREBY  AGREED  that the  terms of the  Restated  Agreement  and of this
Release will be kept  confidential.  No party hereto shall communicate any such
terms to any third  party under any  circumstances  whatsoever,  excepting  any
necessary  communication with my legal and financial advisors,  as required, on
the express condition that they maintain the confidentiality

<PAGE>
                                      -3-


thereof,  and any disclosure  which is required by law,  although  either party
shall be at liberty to disclose  to third  parties  that a mutually  acceptable
Release was agreed upon. The invalidity and  unenforceability  of any provision
of this Release  shall not affect the validity or  enforceability  of any other
provision of this Release, which shall remain in full force and effect.

I HEREBY  DECLARE that I have read all of this Release,  fully  understand  the
terms of this Release and voluntarily accept the consideration stated herein as
the sole  consideration  for this  Release for the purpose of making a full and
final settlement with the Releasees.  I further  acknowledge and confirm that I
have been given an adequate period of time to obtain  independent legal counsel
regarding  the  meaning  and  the  significance  of the  terms  herein  and the
covenants mutually exchanged.

IT IS HEREBY AGREED THAT as a term of the termination of my employment from the
Corporation, and in consideration of the amount noted above, I hereby resign as
officer and director of the Corporation and its affiliates.

IN  WITNESS  WHEREOF,  I have  hereunto  set my hand and seal this _____ day of
_________ in the year _____.



-------------------------------------
ROGER THOMAS


-------------------------------------
WITNESS (signature)


-------------------------------------
WITNESS (print name)




<PAGE>


                                  SCHEDULE "B"

                              AMENDED AND RESTATED
                           CHANGE OF CONTROL AGREEMENT
          METHODOLOGY AND ASSUMPTIONS FOR DETERMINING SETTLEMENT VALUE

PURPOSE

Pursuant  to Section  7.1(b) of the  Restated  Agreement,  the  purpose of this
Schedule "B" is to ensure that after tax has been paid on a lump sum settlement
value, the remaining  balance shall be sufficient to provide  after-tax monthly
payments  equivalent to the after-tax monthly payments the Executive would have
received under the terms of the Executive Benefit Plan.

OVERVIEW

Section 7 of the Securitization Procedure provides in part that:

             "the Company reserves the right to settle the Obligations
             by way of a lump sum payment to each  Executive  provided
             that the amount of each such payment is determined by the
             Actuary in such manner so as to be of equivalent  present
             value after tax to such  Executive  and persons  claiming
             through him as the after-tax  periodic  payments provided
             for in the Plan."

The  following  outlines the actuarial  methods,  assumptions  and  calculation
process  to be used in  determining  the lump sum  settlement  value of pension
entitlements  under  the  Executive  Benefit  Plan  when  settlement  occurs in
accordance  with the  Securitization  Procedure.  Section 300 of the Income Tax
Regulations establishes the procedure applicable in using an after-tax lump sum
to purchase a prescribed annuity:

1.       A  prescribed  annuity  payment  consists of two  components:  (a) the
         deemed  capital  element  of the  annuity  payment  on which no tax is
         payable, and (b) the deemed non-capital portion of the annuity payment
         which is taxed at the marginal rate.

2.       The capital portion of each future annuity payment is considered to be
         a return of the original after-tax lump sum amount.

3.       The  non-capital  portion  of each  annuity  payment  is assumed to be
         provided by the investment  return on the original  after-tax lump sum
         amount and has therefore not yet been taxed.

4.       A constant  percentage of each future payment is deemed to be a return
         of the original lump sum capital.

CALCULATION METHODOLOGY

1.       Equivalent after-tax payments:

a.       Determine initial gross annual pension entitlement under the Executive
         Benefit Plan.

<PAGE>
                                      -2-


b.       Determine  after-tax  annual pension  entitlement  under the Executive
         Benefit Plan based on Individual Tax Rate.

c.       Determine the capital element based on the  non-indexed  present value
         of the pension payments divided by life expectancy.

d.       Determine  the monthly  payment  which  provides an after-tax  pension
         equal to the after-tax pension  determined in 1.b. above in accordance
         with the prescribed annuity methodology.

2.       Present value of periodic payments from 1 above:

a.       Determine  the present value of the pension  determined in 1.d.  above
         using  the  assumptions  described  below in this  Schedule  "B".  For
         greater certainty,  the value of the post-retirement  indexation is to
         be reflected in determining  the present value of the accrued  pension
         entitlement in respect of post-1992  service,  and any accrued pension
         in respect of service granted during the Severance Period.

3.       Tax adjustment:

a.       Gross-up the present value determined in 2.a. above to reflect the tax
         assumed to be required to be paid on the lump sum.

b.       Gross-up  the  amount  determined  in 3.a.  above to  reflect  the tax
         assumed to be required to be paid on investment earnings in respect of
         the lump sum  payment  during  the  deferral  period  prior to assumed
         pension commencement, if any.

4.       Equivalent present value after tax as the after-tax monthly payments:

a.       The amount  determined in 3.b.  above shall be the lump sum settlement
         value of the Executive's pension entitlement.

ASSUMPTIONS

Interest Discount Rate:

-- during deferral period                Yield  on  long-term   Government   of
                                         Canada  bonds as published in the Bank
                                         of   Canada   Review   for   month-end
                                         immediately   preceding  the  date  of
                                         calculation rounded down to next lower
                                         0.5%.

-- after assumed pension commencement    Yield  on  long-term   Government   of
                                         Canada  bonds as published in the Bank
                                         of   Canada   Review   for   month-end
                                         immediately   preceding  the  date  of
                                         calculation rounded down to next lower
                                         0.5%,   less  assumed   escalation  of
                                         pensions after retirement.

Increase in Consumer Price Index:        Yield  on  long-term   Government   of
                                         Canada  bonds as published in the Bank
                                         of   Canada   Review   for   month-

<PAGE>
                                      -3-


                                         end immediately  preceding the date of
                                         calculation rounded down to next lower
                                         0.5%

                                         less

                                         Yield  on  long-term   Government   of
                                         Canada Real Return  bonds as published
                                         in  the  Bank  of  Canada  Review  for
                                         month-end  immediately  preceding  the
                                         date of  calculation  rounded  down to
                                         next lower 0.5%.

Mortality:

-- for life expectancy                   1994  Uninsured   Pensioner  Mortality
                                         Table  with   mortality   improvements
                                         projected to 2014.

-- for present values

      o  prior to assumed pension
         commencement                    Nil.

         after assumed pension
         commencement                    1994  Uninsured   Pensioner  Mortality
                                         Table  with   mortality   improvements
                                         projected to 2014.

Marital Status:                          Actual status at Date of Termination.

Age of Spouse:                           Based on actual date of birth.

Individual Tax Rate:                     Maximum  individual  marginal tax rate
                                         for employee's province of employment.



<PAGE>


                                  SCHEDULE "C"

                   ESTIMATED(1) ENTITLEMENT TO COMPENSATION
                PURSUANT TO ARTICLE 7 OF THE RESTATED AGREEMENT

MONTHLY BASE SALARY (30 MONTHS)                                   $  800,000.00
Bonus Target Value                                                   240,000.00
Benefits Uplift (13%)                                                104,000.00
Car Allowance                                                         48,000.00
Savings Plan                                                          48,000.00
Financial Counselling Services                                        10,500.00
Security Monitoring Services                                           2,400.00
Executive Outplacement                                                25,000.00
                                                                  --------------

TOTAL VALUE                                                       $1,277,900.00
ADDITIONAL LUMP SUM SETTLEMENT VALUE OF PENSION(2)                $  555,000.00
TOTAL ESTIMATED ENTITLEMENT UNDER THIS RESTATED AGREEMENT         $1,832,900.00

IN ADDITION to the above pension entitlement under the Restated Agreement,  the
Executive has the following pension  entitlements  under the Registered Pension
Plan and  Executive  Benefit Plan. As is the case with the figures shown above,
these  values  are  estimated  values  (as of  October  1,  2001)  and  are for
illustrative  purposes only. Actual values will be calculated as of the date of
the entitlement or payment in accordance  with the Registered  Pension Plan and
the  Executive  Benefit  Plan,  respectively,  and  therefore may be subject to
change.

o    Accrued Annual Pension Entitlement (Registered
     Pension Plan)(3)                                         $   19,375.00

o    Lump Sum Transfer Value (Registered Pension
     Plan)(4)                                                 $  145,161.00

o    Lump Sum Settlement Value of Executive Benefit Plan(5)   $1,258,000.00


-----------------------------

(1)  As stated in Section 7.2 of the Restated Agreement, the above calculations
     represent only the current  estimated value (as of October 1, 2001) of the
     Executive's   entitlement  to  compensation  upon  a  Change  of  Control.
     Accordingly, the above calculations are for illustrative purposes only.

(2)  Calculated in accordance with Section 7.1(b) of the Restated Agreement.

(3)  Deferred Benefit payable from age 60.

(4)  Based on Canadian Institute of Actuaries  Recommendations  for Computation
     of Transfer  Values from Registered  Pension Plans using rates  applicable
     for October terminations.  Reflects minimum lump sum transfer of two times
     employee contributions in respect of post-1992 service, if applicable.

(5)  Based  on the lump  sum  settlement  value  methododlogy  and  assumptions
     outlined  in  Schedule B as  provided  in Article  7.1(b) of the  Restated
     Agreement. Assumes lump sum transfer from the Registered Pension Plan.