| |  | FOR THE YEAR ENDED DECEMBER 31, 2009 MARCH 8, 2010 | 
| |  | -------------------------------------------------- | 

annual information form

LOGO

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TABLE OF CONTENTS

|Introduction                                                                             |                                                       | 01
|---------------------------------------------------------------------------------------- | ----------------------------------------------------- | --
|Corporate Structure                                                                      |                                                       | 01
|General Development of the Business                                                      |                                                       | 02
|                                                                                         | Strategy                                              |   
|                                                                                         | Activities and Events                                 |   
|Description of the Business                                                              |                                                       | 04
|                                                                                         | General                                               |   
|                                                                                         | North America                                         |   
|                                                                                         | UK                                                    |   
|                                                                                         | Scandinavia                                           |   
|                                                                                         | Southeast Asia                                        |   
|                                                                                         | Other                                                 |   
|                                                                                         | Exploration                                           |   
|                                                                                         | Productive Wells                                      |   
|                                                                                         | Acreage                                               |   
|                                                                                         | Production                                            |   
|                                                                                         | Drilling Activity                                     |   
|                                                                                         | Reserves Information                                  |   
|                                                                                         | Other Oil and Gas Information                         |   
|                                                                                         | Additional Information                                |   
|                                                                                         | Competitive Conditions                                |   
|                                                                                         | Corporate Responsibility and Environmental Protection |   
|                                                                                         | Employees                                             |   
|Description of Capital Structure                                                         |                                                       | 43
|Market for the Securities of the Company                                                 |                                                       | 45
|Dividends                                                                                |                                                       | 45
|Directors and Officers                                                                   |                                                       | 46
|Audit Committee Information                                                              |                                                       | 51
|Legal Proceedings                                                                        |                                                       | 51
|Risk Factors                                                                             |                                                       | 52
|Transfer Agents and Registrars                                                           |                                                       | 57
|Interests of Experts                                                                     |                                                       | 57
|Forward-Looking Information                                                              |                                                       | 57
|Note Regarding Reserves Data and Other Oil and Gas Information                           |                                                       | 59
|Exchange Rate Information                                                                |                                                       | 60
|Abbreviations                                                                            |                                                       | 60
|Additional Information                                                                   |                                                       | 61
|Schedule A  Report on Reserves Data by Talisman's Internal Qualified Reserves Evaluator |                                                       | 62
|Schedule B  Report of Management and Directors on Oil and Gas Disclosure                |                                                       | 63
|Schedule C  Audit Committee Information                                                 |                                                       | 65

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INTRODUCTION

This document is the Annual Information Form of Talisman Energy Inc. for the year ended December 31, 2009. Talisman is a global, diversified,
upstream oil and gas company headquartered in Canada whose main business activities include exploration, development, production, transportation and marketing of crude oil, natural gas and natural gas
liquids. Talisman's three main operating areas are North America, the North Sea and Southeast Asia. Talisman also has a portfolio of international exploration opportunities. Talisman is listed on both
the Toronto and New York stock exchanges under the symbol "TLM".

Unless
the context indicates otherwise, references in this Annual Information Form to "Talisman" or the "Company" include, for reporting purposes only, the direct or indirect subsidiaries of Talisman
Energy Inc. and partnership interests held by Talisman Energy Inc. and its subsidiaries. Such use of "Talisman" or the "Company" to refer to these other legal entities and partnership
interests does not constitute a waiver by Talisman Energy Inc. or such entities or partnerships of their separate legal status, for any purpose.

Information
related to the presentation of reserves data and other oil and gas information, as well as applicable exchange rates and abbreviations, is located at the end of this Annual
Information Form.

Readers are directed to the "Forward-Looking Information" section contained in this Annual Information Form.

CORPORATE
STRUCTURE

Talisman Energy Inc. is incorporated under theCanada Business Corporations Act. The Company's registered
and head office is located at Suite 2000, 888-3rd Street SW, Calgary, Alberta, T2P 5C5.

The
following table lists the material operating subsidiaries owned directly or indirectly by Talisman, their jurisdictions of incorporation and the percentage of voting securities beneficially owned,
controlled or directed by Talisman as at December 31, 2009.

|Name of Subsidiary                     |  | Jurisdiction of
Incorporation/Formation |  | Percentage of Voting
Securities Owned 1 | 
|-------------------------------------- |  | --------------------------------------- |  | --------------------------------------- | 
|                                      
|Talisman Energy Canada 2               |  | Alberta                                 |  | 100%                                    | 
|                                       |  |                                        
|Talisman Energy Norge AS               |  | Norway                                  |  | 100%                                    | 
|                                       |  |                                        
|Talisman Energy (UK) Limited           |  | England and Wales                       |  | 100%                                    | 
|                                       |  |                                        
|Transworld Petroleum (UK) Limited      |  | England and Wales                       |  | 100%                                    | 
|                                       |  |                                        
|Talisman North Sea Limited             |  | England and Wales                       |  | 100%                                    | 
|                                       |  |                                        
|Talisman (Corridor) Ltd                |  | Barbados                                |  | 100%                                    | 
|                                       |  |                                        
|Talisman Malaysia Limited              |  | Barbados                                |  | 100%                                    | 
|                                       |  |                                        
|Talisman Energy USA Inc. 3             |  | Delaware                                |  | 100%                                    | 
|                                       |  |                                        
|Talisman Energy Investments Norge AS 4 |  | Norway                                  |  | 100%                                    | 
|                                       |  |                                        
|Talisman Energy Alpha Limited          |  | England and Wales                       |  | 100%                                    | 
|                                      

Notes:

The above table does not include all of the subsidiaries of Talisman. The assets, sales and operating revenues of unnamed operating subsidiaries individually
did not exceed 10% and, in the aggregate, did not exceed 20% of the total consolidated assets or total consolidated sales and operating revenues, respectively, of Talisman, as at and for the year
ended December 31, 2009.

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GENERAL
DEVELOPMENT OF THE BUSINESS

Strategy

Talisman's main objective is safe, profitable growth.

The
three main elements of Talisman's business strategy are:







Talisman
also views safe operations as its top priority and has set the objective of being a top quartile performer in this area. For additional information on Talisman's commitment to safety,
communities and the environment, please see the Company's Corporate Responsibility Report available on the Company's corporate website at www.talisman-energy.com.

Activities and Events

During the past three years, Talisman has developed its business through a combination of exploration, development, and acquisitions and dispositions as described below.

North America

In 2007, Talisman sold non-core assets in Canada which collectively were producing approximately 114 mmcf/d
(19 mboe/d) and to which Talisman attributed proved reserves of 222 bcfe (37 mmboe) as at December 31, 2006.

Talisman
also completed the sale of its indirect 1.25% interest in Syncrude Canada to Canadian Oil Sands Limited in 2007.

In
March 2008, Talisman acquired RSX Energy Inc., a publicly traded company whose principal natural gas assets were located in the Outer Foothills and Peace River Arch areas of northern
Alberta.

In
June 2008, Talisman sold 100% of its non-strategic operations in the Lac La Biche area of Alberta. The assets related to these operations were producing approximately
29 mmcfe/d (5 mboe/d) and had proved reserves of 67 bcfe (11 mmboe) attributable to them as at December 31, 2007.

Talisman
sold its interest in Lease 10 of the Athabasca oil sands in July 2008. These lands did not have any associated production or reserves.

Throughout
2008, Talisman acquired approximately 320,000 net acres of land prospective for shale gas through a combination of Crown purchases and acquisitions from other companies. The land
acquired includes acreage in the Montney play in northeastern British Columbia and the Marcellus play in New York and Pennsylvania.

In
June 2009, Talisman sold its Cutbank Complex midstream assets in west central Alberta.

Also
in June 2009, Talisman sold non-core Saskatchewan assets, which were producing approximately 8.5 mboe/d of net production and to which Talisman attributed proved
reserves of 22 mmboe as at December 31, 2008.

In
November 2009, Talisman sold non-core oil and gas producing assets in the Southern Alberta Foothills, which were producing approximately 5 mboe/d of net production and to
which Talisman attributed proved reserves of 30 mmboe as at December 31, 2008.

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In
November 2009, Talisman announced that it added 170,000 net acres of Tier 1 shale gas acreage in the Pennsylvania Marcellus and the Montney shale plays. The Company now holds
approximately 386,000 net acres of Tier 1 land in these two areas, with the potential for 4,800 net drilling locations. The Company defines "Tier 1" acreage as top quality
acreage with an expected breakeven of approximately $4/mcf. The Company also announced it was moving the Pennsylvania Marcellus shale play and parts of the Montney shale play into commercial
development.

Also
in November 2009, Talisman announced its decision to reorganize its North American business into two main businesses: Shale and Conventional. As a result of this decision, certain lands
prospective for shale gas in British Columbia, Alberta and Quebec have been transferred from Talisman Energy Canada to Talisman Energy Inc.

Talisman
is evaluating the sale of additional non-core conventional assets in North America in order to provide funds for reinvestment and shift its North American base towards the shale
business which, within Talisman's portfolio, generates higher returns. These assets were producing approximately 40,000 boe/d as at December 31, 2009.

UK

In November 2007, Talisman entered into an agreement to sell the Beatrice oilfield licence interest and to lease the Beatrice
oilfield infrastructure and Nigg oil terminal. The sale and lease were completed in November 2008. Talisman's production from Beatrice in 2008 averaged approximately 1 mboe/d. Proved
reserves attributed to these assets as at December 31, 2007 were 18 mmboe.

On
December 31, 2007, Talisman completed the sale of its entire non-operated interests in the UK North Sea Brae assets. Talisman attributed 14 mmboe of proved reserves to the
Brae assets as at December 31, 2007.

In
January 2009, Talisman disposed of its entire non-operated interests in the Dutch sector of the North Sea. Talisman's production from the fields in 2008 averaged approximately
3 mboe/d and proved reserves attributed to these assets as at December 31, 2008 were approximately 11 mmboe.

Scandinavia

In June 2008, Talisman completed the sale of a subsidiary which held an interest in the Siri field in the Danish sector of the
North Sea. Talisman's production from the Siri field in 2007 averaged 2.6 mboe/d. Talisman attributed 2 mmboe of proved reserves to this field as at December 31, 2007.

In
January 2009, Talisman announced that it had achieved first production from the Rev field in the Norway sector of the North Sea, which it operates with a 70% interest.

In
December 2009, Talisman completed the sale of a 10% interest in the Yme field.

Southeast Asia

On December 31, 2007, Talisman purchased all the shares of CNOOC Wiriagar Overseas Limited (now Talisman Wiriagar
Overseas Limited), which owned a 3.06% interest in the Tangguh LNG project in Indonesia.

In
July 2008, Talisman announced that it had achieved first gas from the Northern Fields in Block PM-3 CAA/46-Cai-Nuoc in Malaysia/Vietnam. First oil
from the Northern Fields commenced in March 2009.

In
November 2009, Talisman acquired an additional interest in the Offshore North West Java PSC block in Indonesia, thereby increasing its working interest to 5%.

Talisman
and its working interest partners approved the sanctioning of the Kitan development in December 2009 and are awaiting the joint Timor Leste/Australia Authority to approve
the project.

In
January 2010, Talisman acquired joint operatorship and a 25% interest in the onshore Jambi Merang block in Indonesia.

Other

In May 2009, Talisman divested its interests in Trinidad and Tobago.

In
2009, the Company entered into an agreement to dispose of its remaining interests in Tunisia.

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Exploration

In March 2007, Talisman successfully bid on a 100% working interest in the deepwater Sageri Block in Indonesia.

In
June 2008, Talisman entered into agreements with the Kurdistan Regional Government (KRG) in Iraq for interests in Blocks K44 and K39. Talisman has a 40% non-operated interest in
Block K44. It also has a two-year seismic option agreement on Block K39, following which it will have the option to enter into a PSC as operator of the block with a 60% working interest.

In
July 2008, Talisman was awarded 100% and 60% working interests in two Joint Study Agreements in the Makassar Strait in Indonesia.

In
September 2008, Talisman entered into a farm-in agreement regarding Blocks 133 and 134 offshore Vietnam to gain a 38% working interest in the blocks. The amended licence
was approved by the Government of Vietnam in February 2009.

In
September 2008, Talisman was awarded a 50% non-operated interest in Block CPE-6 and a 50% operated interest in Block CPE-8 in the Eastern Heavy Oil
Bid Round in Colombia. Talisman was awarded a 30% working interest in exploration Block CPO-12 in December 2008 and a 100% working interest in Block
CPO-9 in January 2009. Following year-end and subject to governmental approval, Talisman entered into a farm-out agreement with a third party in Block
CPO-9 with the Company retaining a 45% working interest.

In
2007, Talisman acquired Occidental Petrolera del Peru, LLC, acquiring a 25% operated interest in Block 64 and a 40% operated interest in Block 103 in Peru. Talisman was awarded a 55%
operated interest in Block 134 as a result of the 2007 Peru Bid Round. In April 2009, Talisman was awarded a 55% working interest in Block 158 in Peru.

In
June 2009, Talisman entered into a PSC for the K9 Block in the Kurdistan region of northern Iraq with a 55% interest. Talisman has entered into an agreement to acquire an additional
5% interest, subject to government approval.

In
August 2009, as part of its gas aggregation strategy in Papua New Guinea, Talisman acquired Rift Oil plc to acquire a 100% working interest in two exploration licences. In
September 2009, Talisman entered into a farm-in agreement for two licenses held by New Guinea Energy Limited. Also in September 2009, Talisman acquired a 50% working
interest in two licenses from Horizon Oil Limited. In December 2009, Talisman acquired Papua Petroleum Limited giving the Company a 49% working interest in four exploration licences. Subject to
regulatory approval, Talisman will have interests in 12 blocks in Papua New Guinea covering in excess of 8 million net acres.

In
October 2009, Talisman was awarded a 70% working interest in two offshore Sabah blocks (SB 309 and SB 310) in Malaysia.

In
November 2009, Talisman signed a PSC for a 100% interest in the Andaman III exploration block in the North Sumatra Basin of Indonesia.

In
November 2009, Talisman was awarded a 100% working interest in a new Joint Study Agreement in the West Papua region of eastern Indonesia.

DESCRIPTION
OF THE BUSINESS

General

Talisman is one of the largest Canadian-based independent oil and gas producers. Talisman's main business activities include exploration, development, production,
transportation and marketing of crude oil, natural gas and natural gas liquids.

Talisman
has a diversified, global portfolio of oil and gas assets. The Company believes this portfolio will provide growth from shale gas development in North America, project developments in
Southeast Asia, and its international exploration portfolio. Talisman investigates strategic acquisitions, dispositions and other business opportunities on an ongoing basis, some of which may be
material. In connection with any such transaction, the Company may incur debt or issue equity securities.

The
Company's activities are conducted in five geographic segments: North America, UK, Scandinavia, Southeast Asia, and Other. The North America segment includes operations in Canada and the
United States. The Southeast Asia segment includes exploration
and operations in Indonesia, Malaysia, Vietnam and Australia and exploration activities in Papua New Guinea. The Other segment includes operations in Algeria and exploration activities in Peru,
Colombia and the Kurdistan region of northern Iraq.

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Talisman's
aggregate production for the year ended December 31, 2009 was 425,000 boe/d (including discontinued operations), comprised of 168,000 boe/d from North America,
89,000 boe/d from the UK, 44,000 boe/d from Scandinavia, 108,000 boe/d from Southeast Asia and 16,000 boe/d from other areas.

In
2010, Talisman plans to spend approximately $5.2 billion on exploration, development and corporate activities, including non-cash lease costs of $300 million. The Company
has the flexibility to adjust its capital spending to pursue opportunities and respond to a changing economic outlook.

All
information in this Annual Information Form relating to assets owned or held by Talisman is as of December 31, 2009, unless otherwise indicated. All production numbers for 2009 include
production from assets which were sold in the year, until the date of completion of the sale.

North America

Talisman's objective in North America is to become a leading, returns-focused shale gas producer. Talisman uses the term "shale" to refer to projects, plays or activities to
extract natural gas and natural gas liquids from shale formations, which generally require stimulation techniques. Consistent with the strategic objectives noted in "General Development of the
Business  Strategy", management believes that these shale gas plays provide new and longer term growth opportunities for Talisman due to their material size and
relatively low risk investment. In 2009, the Company's North American operations concentrated on strategy implementation and, specifically, on developing and piloting projects for its shale
gas plays.

In
November 2009, Talisman reorganized its North American operations into two distinct businesses, Shale and Conventional, and announced the acceleration of its shale programs in North America.
As a result of this decision, certain lands prospective for shale gas in British Columbia, Alberta and Quebec have been transferred from Talisman Energy Canada to Talisman Energy Inc. The new
organizational structure has been designed to allow Talisman to effectively operate its new shale gas business model.

Talisman
intends to focus its spending in North America on shale gas plays where Talisman has built significant landholdings. As part of its business strategy, Talisman continually investigates
options for both strategic divestitures and acquisitions that would increase its focus on building significant shale gas projects. Talisman also continues to review options to cycle capital from its
portfolio of conventional assets, including additional sales, depending on market conditions.

Shale

The Company spent approximately $1.4 billion on shale natural gas activities in 2009. The current focus is on piloting and
developing

|GRAPHIC |  | the holdings in the Pennsylvania Marcellus, Montney, and Lorraine/Utica shales. Annualized sales production from these shale properties totaled 34 mmcfe/d (5 mboe/d) in 2009. As at December 31, 2009, Talisman held interests in
approximately 2 million net acres of land which it considers to be prospective for shale gas.
Highlights of the continued shale gas strategy in 2009 included drilling 95 gross (66 net) pilot and development wells and the acquisition of significant amounts of additional share acreage. In January 2010, the Company announced it
would spend $1.6 billion on shale programs, ramping up development in the Pennsylvania Marcellus shale play and parts of the Montney shale play. Over 200 development and pilot wells are planned in 2010.
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Marcellus Shale

Talisman's Marcellus shale play, located in New York and Pennsylvania, remains the major area of investment in 2010. The main
area of focus will be in Pennsylvania. In November 2009, the Company announced that it added 90,000 Tier 1 acreage in the Marcellus in Pennsylvania. The Company now holds
218,000 Tier 1 net acres with approximately 1,800 net drilling locations.

The
Company plans to drill up to 170 net wells in the Pennsylvania Marcellus in 2010, up from 45.5 in 2009. The Company expects to exit 2010 with production between
250-300 mmcf/d, up from 65 mmcf/d at the end of 2009. The majority of the Marcellus wells

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for
2010 have been permitted, and the Company has secured sufficient egress capacity, water access and disposal for its 2010 plans.

In
New York, the state continues to review its environmental assessment procedures and regulations for operations. This is effectively preventing all horizontal drilling activities at
this time.

Montney Shale

Talisman's Montney shale play provides Talisman with many opportunities at different states of maturity. In November 2009,
Talisman announced that it doubled its Tier 1 landholdings in the Montney shale, adding more than 80,000 net acres. Talisman now holds 168,000 Tier 1 net acres with
approximately 3,000 net drilling locations.

Talisman
drilled 16 gross (15 net) wells during the year. Talisman intends to move the Farrell Creek and Greater Cypress areas to commercial development in early 2010. The Company plans
to drill 25 horizontal development wells and build or expand processing facilities. In addition, Talisman expects to drill 10-15 net pilot wells to continue to delineate
the play.

Lorraine/Utica

Talisman's Lorraine/Utica lands are located in the Quebec lowlands along the St. Lawrence River, where the Company now holds a
total of 756,000 net acres. In 2009, vertical wells which were drilled to complete the land earning requirements were tested with encouraging results. The Company drilled two horizontal wells
in Quebec during 2009 and is currently drilling a third horizontal well. Talisman plans to drill a fourth horizontal well this year and intends to test all four wells in 2010.

Conventional

Talisman's conventional assets in North America are focused in the following areas: tight gas in the Outer Foothills and the
Edson/Bigstone/Wild River/WestWhitecourt areas; deep gas in the Foothills of Monkman B.C. and Alberta Foothills; and oil operations in Alberta/Saskatchewan in the Chauvin and Shaunavon fields.
Talisman continued to develop its conventional assets throughout 2009 with exploration and development spending of $424 million, resulting in net sales production of 976 mmcfe/d
(163 mboe/d). In total, 64 gross (39 net) wells were drilled in 2009.

To
reflect the Company's focus on material shale development, Talisman will concentrate its 2010 conventional spending on the projects with the highest expected returns, as well as any existing
commitments, maintenance and completion of current projects. Talisman expects that 2010 conventional exploration and development spending of approximately $270 million will focus in the
Chauvin, Ojay and Wild River areas. The Company is examining the sale of a number of gas-weighted properties, currently producing an aggregate of 40,000 boe/d. Although management
believes these are high quality assets, they cannot effectively compete for capital within Talisman's portfolio.

Infrastructure and Midstream

In 2009, Talisman sold its interests in certain midstream assets in west central Alberta and southwest Saskatchewan. The specific
assets sold include the Cutbank and Musreau facilities and connected gas gathering systems and the Freefight/Crane Lake facilities located in southwest Saskatchewan.

Talisman's
remaining midstream operations include approximately 700 km of gathering systems in Western Canada including Central Foothills, Erith, Lynx and Palliser, plus three operated gas
plants (Edson, Berland West and Boundary Lake). The Company's midstream assets support many areas in the Company's Conventional division, including Alberta Foothills, Bigstone/Wild River and greater
Edson. Total 2009 through-put (adjusted for sale) averaged 416 mmcf/d while generating revenues in custom processing and transportation.

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UK

Talisman's plan for the North Sea is to establish the region as a stable, cash generating business through the medium term. Talisman is the leading independent operator in the
UK. In the UK, the objective is to hold production at between 80,000 - 90,000 boe/d through the end of the decade.

|GRAPHIC |  | Talisman has two core operating areas in the UK: the Northern Business Area ("NBA") and the Central Business Area ("CBA"). In January 2009, Talisman disposed of its non-operated interests in the Netherlands as part of its strategic objective to
focus the Company's portfolio of assets.
In 2009, production in the UK averaged 89,000 boe/d. UK production accounted for 21% of the Company's production worldwide in 2009. The primary focus in the UK is oil, with oil and liquids contributing 96% of UK production. As at year-end 2009,
Talisman operated approximately 81% of its UK production.
In 2010, Talisman's capital program in the UK is comprised of $85 million of exploration spending and $800 million of development spending. Talisman's 2010 UK drilling program includes participation in one exploration well and up to four
development wells.
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Northern Business Area (NBA)

Talisman's principal operating areas in the NBA include Claymore, Piper (including Tweedsmuir), Tartan and Quad 16. These four
principal operating areas encompass a total of 23 fields. Talisman currently holds interests ranging from 5% to 100% in the NBA fields, as well as in a number of production facilities and
pipelines, including an 80% interest in the Flotta Terminal. Of the 23 fields, 16 are operated (with interests ranging from 37% to 100%) and seven are non-operated (with
interests ranging from 5% to 15%).

In
2009, the Tweedsmuir Phase 3 water injection development project was completed. In 2010, the Company plans to drill a well north of Tweedsmuir to test a northern extension of the field. The
development of the Burghley field was progressed with a development well drilled, and the subsea and topside facilities will be completed in 2010. Burghley is expected to come onstream towards the end
of 2010. The Company also expects to restart development drilling at Claymore in 2010 and begin the first phase of an upgrade project to the Claymore compressors.

In
2009, production from the NBA averaged 49,000 boe/d, which accounted for approximately 55% of total UK production. Also in 2009, Talisman participated in drilling five development wells in
the NBA. In 2010, Talisman plans to participate in drilling three development wells and complete the drilling of an exploration well that was drilling over year-end 2009.

Central Business Area (CBA)

Talisman's principal operating areas in the CBA include Montrose/Arbroath, Fulmar, Auk, Clyde, Ross/Blake and Buchan. These principal
operating areas encompass a total of 23 fields. Talisman currently holds interests ranging from 7% to 100% in the CBA fields, as well as in a number of production facilities and pipelines. Of
the 23 fields, 18 are operated (with interests ranging from 25% to 100%) and five are non-operated (with interests ranging from 7% to 54%).

In
2009, Talisman progressed the Auk North development, drilling and completing two wells. Auk North is expected to come onstream in 2011. The Auk South redevelopment is in the early stages with
detailed engineering ongoing and first production expected in 2012.

In
2009, production from the CBA averaged 40,000 boe/d, which accounted for 45% of total UK production. Talisman participated in two successful and one unsuccessful exploration wells and two
development wells in 2009. Talisman plans to participate in drilling one development well in 2010.

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Scandinavia

Talisman expects production in Scandinavia will grow when the Yme project comes onstream later in 2010. Longer term, Talisman aims to sustain Scandinavia production at around
35,000 - 45,000 boe/d through exploitation opportunities within existing producing fields, the possible development of the Grevling discovery and through exploration.

|GRAPHIC |  | Talisman's principal operating areas in Scandinavia are the Southern North Sea Area and the Mid North Sea Area, which encompass a total of 10 fields.
In 2009, production in Scandinavia averaged 44,000 boe/d, accounting for 18% of the Company's production worldwide. The primary focus in Scandinavia is oil, with oil and liquids contributing 78% of Scandinavia production. As at year-end 2009,
Talisman operated approximately 66% of its Scandinavia production.
In 2010, Talisman plans to spend $70 million on exploration and $850 million on development (including a non-cash capitalized lease related to the Yme field of approximately $300 million). Talisman's 2010 drilling program includes
participation in up to three exploration and appraisal wells and a 10 well development program in the Varg, Gyda and Brage fields in 2010.
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Southern North Sea Area

In the Southern North Sea Area, Talisman holds interests in the Blane, Gyda and Yme operated fields of 18%, 61% and 60%,
respectively, as well as a 10% interest in the non-operated Tambar East field.

The
Yme development continued during the year, with ongoing construction of the topsides facility. First oil from Yme is expected in the second half of 2010. In December 2009, Talisman
completed the sale of a 10% interest of the Yme field.

In
2009, production from the Southern North Sea Area averaged 8,000 boe/d, which accounted for 18% of total Scandinavian production. Talisman participated in two unsuccessful exploration wells
and three development wells at Yme in 2009. Talisman plans to participate in up to seven development wells and one exploration well in 2010.

Mid North Sea Area

In the Mid North Sea Area, Talisman holds interests in the operated Varg and Rev fields of 65% and 70%, respectively, and interests
in four non-operated fields (with interest ranging between 1% and 35%) as well as a number of production facilities and pipelines in other areas of the Norwegian Continental Shelf.

In
January 2009, the Rev field commenced production. The Rev field produces from two sub sea production wells and is tied back to a third party host facility in the UK sector of the North Sea.
A third producing well was brought onstream later in September 2009. Rev produced approximately 12,000 boe/d during 2009.

In
2009, production from the area averaged 36,000 boe/d, which accounted for 82% of total Scandinavian production. Also in 2009, Talisman participated in six development wells with a further
three wells drilling over year-end 2009. Three successful and one unsuccessful exploration wells were also drilled in the area in 2009. Talisman plans to participate in drilling one
exploration well, one appraisal well and three development wells in 2010.

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Southeast Asia

Southeast Asia is expected to continue as a growth area, with new projects coming onstream over the medium term and significant exploration upside.

Talisman
has interests in Indonesia, Malaysia, Vietnam, Australia and Papua New Guinea. In 2009, Southeast Asia production averaged 108,000 boe/d, which accounted for 25% of the
Company's production worldwide. As at year-end 2009, Talisman operated approximately 34% of its Southeast Asia production.

In
2010, Talisman plans to increase capital spending in Southeast Asia to approximately $1.1 billion with $780 million directed to development spending.

Indonesia

Talisman's Indonesian assets include onshore interests at Corridor, Ogan Komering and Jambi Merang as well as offshore interests in
Southeast Sumatra, Offshore Northwest Java, Tangguh and extensive exploration acreage at Pasangkayu, Sageri and Andaman III. Talisman also has an indirect 6% interest in the Grissik to Duri pipeline
and in the Grissik to Singapore pipeline.

The
Company's 2010 activities in Indonesia will focus primarily on the Corridor PSC. Exploration activities in Pasangkayu, Sageri and Andaman III are described in the "Exploration" section.

|GRAPHIC |  | Talisman has a 36% non-operated interest in the Corridor PSC and field production facilities. There are three major buyers of Corridor gas. Gas production from Corridor began in 1998 with gas sales to PT Caltex Pacific Indonesian at the Duri
oilfield. Gas sales commenced in September 2003 to Gas Supply Pte. Ltd., located in Singapore, under the terms of a 20-year gas sales agreement. The sale of gas to PT Perusahaan Gas Negara (Persero), Tbk., made pursuant to a 17-year
gas sales agreement, began at 50 mmcf/d gross sales gas from Corridor in October 2007 and averaged 243 mmcf/d gross sales gas in 2009.
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2009, production from the Corridor PSC was 56,000 boe/d, which accounted for approximately 52% of Southeast Asia production. Talisman expects that capital
spending in 2010 in Corridor will be approximately $65 million and plans to participate in the drilling of two development wells. The process to sanction Suban Phase 3 was initiated in
2008 and will continue in 2010.

On
December 31, 2007, Talisman purchased all the shares of an entity which held a 3.06% interest in the Tangguh LNG Project. This project is located in Papua in Indonesia. Two LNG trains came
onstream in mid-2009. Exposure to this project allows Talisman the opportunity to evaluate current technologies for LNG, which may add value in monetizing Talisman's gas reserves in
other areas.

In
Indonesia, Talisman participated in one successful and two unsuccessful exploration wells in 2009 with one other exploration well drilling over year-end 2009. Twenty-three development
wells were also drilled in 2009.

In
2010, Talisman plans to spend approximately $154 million in Indonesia with $83 million directed to development spending. Talisman plans to participate in two exploration wells in the
Makassar Strait and 29 development wells in 2010.

TALISMAN ENERGYANNUAL INFORMATION
FORM9

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Malaysia

Talisman holds a 41% operated interest in Block PM-3 CAA between Malaysia and Vietnam and associated production
facilities. In addition, Talisman holds a 33% interest in Block 46-Cai Nuoc adjacent to PM-3 CAA and a 60% interest in each of Block PM-305 and Block
PM-314. In Block PM-3 CAA, Talisman is progressing developments referred to as the "Southern Fields" and the "Northern Fields". Talisman also holds a 70% working
interest in two offshore Sabah blocks which were awarded in 2009.

|GRAPHIC |  | In Southern Fields, Phase 1a of an IOR scheme which was initiated in 2008 included the drilling of five oil development wells and one water injection well in 2009. Results from Phase 1a of the IOR scheme have exceeded expectations. The 2010
plan includes the drilling of five development oil wells and three water injection wells for the next IOR phase.
In Northern Fields, first oil commenced in late March 2009 and ramped up to 25,000 bbls/d (gross) in August 2009 as more oil wells came onstream. Dry gas facilities were commissioned in the third quarter of 2009. In 2009, some deeper
zones were plugged to alleviate the problem of higher mercury levels in gas and condensate, pending the commission of the mercury removal facility. A Mercury Removal Unit was sanctioned as a mitigation measure in mid-2009 with a commissioning period
of late 2010 to early 2011.
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In 2009, Malaysia production averaged 32,000 boe/d, which accounted for 29% of total Southeast Asia production. One unsuccessful exploration well and
17 development wells were drilled in Malaysia in 2009.

In
2010, Talisman plans to spend approximately $237 million in Malaysia with $221 million directed to development spending including platform upgrades. Talisman plans to drill two
exploration and appraisal wells and 16 development wells in 2010, of which eight wells will be drilled in the Northern Fields and the other eight in Southern Fields.

Vietnam

Talisman holds a 30% interest in Block 46/02 and in the joint operating company which operates that block. Block 46/02 lies
adjacent to PM-3 CAA/46-Cai Nuoc. Talisman also holds a 60% interest in Block 15-2/01 and in the joint operating company which operates that block. Block
15-2/01 lies in the Cuu Long Basin, the predominant oil producing basin in Vietnam. The Company also holds a 38% operated interest in offshore Blocks 133 and 134 in the Nam
Con Son Basin.

In
2009, the Government of Vietnam approved reserves assessments for the Hai Su Trang ("HST") and Hai Su Den ("HSD") fields within Block 15-2/01. A declaration of commerciality occurred in
early 2009. The Company drilled one successful and two unsuccessful appraisal wells in this block with a further appraisal well drilling over the 2009 year-end.

In
2009, Vietnam production averaged 5,000 bbls/d from Block 46/02, which accounted for approximately 4% of Southeast Asia production.

Australia

Talisman holds non-operated interests in the Laminaria and Corallina fields and the Joint Petroleum Development Area
06-105 (JPDA 06-105) in Australia/East Timor. In 2009, production in Australia averaged 5,000 bbls/d, which accounted for 5% of total Southeast Asia production.

In
early 2008, Talisman participated in the successful Kitan-1 exploration well in JPDA 06-105 offshore Australia. A Declaration of Commerciality was made in
April 2008 and the Development Area was approved in May 2008. Talisman and its working interest partners approved the sanctioning of the Kitan development in December 2009 and are
awaiting the joint Timor Leste/Australia Authority to approve the project.

In
2010, Talisman plans to spend approximately $124 million in Australia, $78 million of which will be aimed at progressing the Kitan development project in the JPDA 06-105
and a majority of the remaining amount will be directed towards drilling one infill well in the Corallina field.

10TALISMAN ENERGYANNUAL INFORMATION
FORM

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Papua New Guinea

In Papua New Guinea, the Company sees the opportunity to aggregate significant discovered and prospective onshore
gas resources.

|GRAPHIC                                                                                                                                                                                                                                                                                    |  | In August 2009, as part of its gas aggregation strategy in Papua New Guinea, Talisman acquired Rift Oil PLC to acquire a 100% working interest in two exploration licences. In September 2009, Talisman entered into a farm-in
agreement for two licenses held by New Guinea Energy Limited. Also in September 2009, Talisman acquired a 50% working interest in two licenses from Horizon Oil Limited. In December 2009, Talisman acquired Papua Petroleum Limited giving
Talisman a 49% working interest in four exploration licenses. Subject to regulatory approval, Talisman has interests in 12 blocks in Papua New Guinea with an areal extent covering in excess of 8 million net acres.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                           |  | In 2010, Talisman plans to spend $200 million, $85 million                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|of which will be directed towards drilling one development well and conducting studies to develop monetization options in relation to the Company's gas aggregation strategy in Papua New Guinea. In addition, the
Company will participate in up to four exploration and appraisal wells.

Other

Talisman's other producing interests during 2009 included operations in Algeria, Tunisia and Trinidad and Tobago. Talisman disposed
of its interests in Trinidad and Tobago in May 2009. Talisman's properties in Algeria, Tunisia and Trinidad and Tobago (until sold in May 2009) averaged 16,000 boe/d, accounting
for 4% of the Company's production worldwide during 2009.

Algeria

Talisman holds a 35% non-operated interest in Block 405a under a PSC with Algeria's national oil company. Through its
participation in Block 405a, Talisman currently holds a 35% interest in the Greater Menzel Lejmat North fields and the Menzel Lejmat Southeast field, a 2% interest in the unitized Ourhoud field, and a
9% interest in the EMK field.

|GRAPHIC |  | Talisman has signed a Framework Agreement for the joint construction and operation of shared process facilities for the EMK field plus four other fields located in Block 208 and Block 212 (collectively, the "El Merk Project").
In 2009, five development wells were drilled in Algeria. In 2010, Talisman's capital program in Algeria is expected to be approximately $115 million and includes plans to participate in 13 wells. The El Merk Project was sanctioned in
February 2009. The EMK unit will be jointly developed with fields located in neighbouring Block 208. First oil is planned in the first quarter of 2012.
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Tunisia

Talisman holds a 5% non-operated interest in the Adam concession portion of the Borj El Khadra permit and a 10% interest
in the remainder of the permit. Talisman satisfied its farm-in commitment in the EI Hamra permit in 2009 and relinquished its interest in the permit in 2010. In 2009, three exploration
wells (two of which were unsuccessful and a third was suspended pending future tie-in) and two development wells were drilled in Tunisia. In 2009, the Company entered into an
agreement to dispose of its remaining interests in Tunisia.

TALISMAN ENERGYANNUAL INFORMATION
FORM11

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Exploration

Talisman has developed an international exploration strategy which it believes will contribute to the renewal of the Company through the discovery of significant new prospects
and plays. The Company defines significant as having the potential to produce 30,000 - 50,000 boe/d or more. In addition, the exploration program will support existing
core areas.

In
2010, Talisman's capital program for exploration activities is expected to be approximately $700 million. In aggregate, Talisman's 2010 exploration drilling program includes participation in
up to 20 exploration wells, of which six wells were drilling over year-end 2009.

The
focus areas for exploration are as follows:

GRAPHIC

Southeast Asia

Talisman expects that exploration spending in 2010 in Southeast Asia will be approximately $280 million, with participation in
drilling 10 exploration wells, two of which were drilling over year-end 2009.

Vietnam

The Company drilled one successful and two unsuccessful appraisal wells in Block 15-2/01, with a further appraisal well
drilling over the 2009 year-end.

In
2008, Talisman entered into a farm-in agreement regarding Block 133 and Block 134 offshore Vietnam to obtain a 38% working interest in the blocks. The amended licence was
approved by the Government of Vietnam in February 2009.

In
2010, Talisman expects to acquire a seismic program in Blocks 133 and 134 in Vietnam.

Indonesia

In 2009, the Company participated in drilling three exploration wells in the Southeast Sumatra PSC, one of which was successful and
two of which were unsuccessful. The Company also completed a number of seismic acquisitions in the Makassar Strait and will commence a drilling program in 2010.

In
2009, Talisman was awarded a 100% interest in the Andaman III exploration block in the North Sumatra Basin of Indonesia.

Talisman
plans to drill two wells in 2010 in the Pasangkayu Block in the Makassar Strait, and prepare for a well in the Sageri Block in 2011. Talisman will also acquire seismic in the Andaman III
Block in the North Sumatra Basin. The Company estimates Indonesia exploration spending to be approximately $70 million in 2010.

12TALISMAN ENERGYANNUAL INFORMATION
FORM

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Malaysia

In 2009, one unsuccessful exploration well was drilled in Block PM-305. Talisman was also awarded a 70% working interest
in two offshore Sabah blocks in 2009.

The
Company expects exploration spending to be approximately $15 million in 2010, which includes seismic interpretation of the Sabah blocks and two exploration and appraisal wells in
PM-3 CAA.

Australia and Papua New Guinea

In 2010, Talisman plans to spend $6 million in Australia primarily evaluating exploration opportunities in proximity to both
the Kitan discovery and Talisman's producing Laminaria and Corallina fields.

In
Papua New Guinea, Talisman plans to spend approximately $115 million on drilling up to four exploration and appraisal wells in the onshore blocks, as well as completing seismic
acquisitions across various blocks with a view to identifying suitable drilling candidates for subsequent years.

UK

The role of exploration in the UK is to maintain an exploration portfolio which can support a sustainable exploration program
designed to deliver the Company's objectives in the North Sea.

In
2009, Talisman was awarded three exploration blocks in the central North Sea in the 25 th Licensing Round. The Company successfully followed up on the Cayley
discovery made in late 2007, with discoveries at Godwin and Shaw in 2009. The Company is currently drilling a well in the Tweedsmuir area and will commence the Halley appraisal program later in the
year. UK exploration spending in 2010 will be approximately $85 million.

Scandinavia

In 2009, the Company participated in drilling six exploration and appraisal wells, three of which were successful. Talisman is
continuing to execute its exploration program in the North Sea with two exploration wells planned in 2010, along with an appraisal well to the Grevling discovery made in 2009. Talisman expects that
Norway exploration spending in 2010 will be approximately $70 million.

In
2009, Talisman was awarded two additional blocks in the southern portion of the Norwegian North Sea. Talisman was also awarded a 25% participating interest in production license PL531 in the
Barents Sea in the 20 th Licence Round. Also in 2009, Talisman successfully swapped acreage in the central North Sea for an interest in two production licences (PL490
and PL491) in the Barents Sea.

Colombia

In Colombia, Talisman has an active exploration program in the Llanos region, one of Colombia's proven hydrocarbon basins. In 2009,
Talisman made a gas condensate discovery in the Niscota Block in the Andes Foothills. Talisman is currently drilling a well in the Foreland with another well planned for later in the year. The Company
plans to commence the appraisal program to the 2009 Huron discovery in the Niscota Block and also complete a number of seismic acquisitions over blocks awarded in recent bid rounds. Talisman expects
that exploration spending in 2010 in Colombia will be approximately $80 million.

Peru

Talisman has an interest in 4.8 million net acres of exploration acreage in the Marañon Basin. The Company's
exploration program in 2009 focused on evaluating a light oil discovery at Situche in Block 64 which continued over year-end 2009. In 2009, Talisman was awarded a 55% working
interest in Block 158.

The
Company plans to drill an exploration well in Block 101 and complete seismic acquisitions in Block 64 and Blocks 134 and 158. Talisman expects that exploration spending in 2010 in Peru will be
approximately $60 million.

Kurdistan region of northern Iraq

In 2008, Talisman entered into agreements with the Kurdistan Regional Government within Iraq for interests in Blocks K44 and K39.
Talisman has a 40% non-operated interest in Block K44 and a two-year seismic option agreement on Block K39.

TALISMAN ENERGYANNUAL INFORMATION
FORM13

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In
2009, Talisman entered into a PSC for Block K9 with a 55% interest. Talisman has entered into an agreement to acquire an additional 5% interest, subject to government approval.

Talisman
expects that exploration spending in 2010 in the Kurdistan region of northern Iraq will be approximately $80 million. The Company's first exploration well in Block K44 was
suspended. The Company is currently drilling a second exploration well in Block K44 which recently discovered a significant amount of gas condensate and is currently drilling towards deeper
targets. The third well of a three-well commitment is planned for 2010. The Company is evaluating the possible conversion of Block K39 into a PSC following the expiry of a seismic
option agreement in 2010. A seismic acquisition in Block K9 will complete the exploration program in 2010.

Poland

In February 2010, Talisman entered into a farm-in arrangement with San Leon Energy PLC and its subsidiary ("San Leon")
to be assigned up to a 60% interest in the subsidiary's two current and one pending Baltic Gas Shale play concessions in Poland. This agreement allows Talisman to leverage its North American shale gas
expertise in a prospective area
which is proximate to European gas markets. In 2010, Talisman expects to participate in seismic acquisition to prepare for up to a six well drilling program in 2011 and 2012.

Alaska

Talisman holds over one million net acres with interests ranging from 50% to 100% in land across the National Petroleum
Reserve  Alaska and Alaska Foothills. The Company has announced that these assets are for sale.

14TALISMAN ENERGYANNUAL INFORMATION
FORM

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Productive Wells

|Year ended December 31, 2009 |                        | Productive Wells 1,2
Oil Wells |       | Productive Wells 1,2
Gas Wells |         | Productive Wells 1,2
Total Wells
|---------------------------- | ---------------------- | ------------------------------ | ----- | ------------------------------ | ------- | --------------------------------
|Property                     |                        | Gross                          |       | Net                            |         | Gross                           
|                            
|North America 3              |                        |                                |       |                                |         |                                 
|                             |                        |                               
|                             | Conventional           |                                | 2,082 |                                | 1,635.0 |                                 
|                             |                        |                               
|                             | Shale                  |                                |      |                                |        |                                 
|                            
|Total North America          |                        | 2,082                          |       | 1,635.0                        |         | 3,954                           
|                            
|United Kingdom               |                        |                                |       |                                |         |                                 
|                             |                        |                               
|                             | Northern Business Area |                                | 213   |                                | 83.2    |                                 
|                             |                        |                               
|                             | Central Business Area  |                                | 123   |                                | 95.1    |                                 
|                            
|Total UK                     |                        | 336                            |       | 178.3                          |         | 2                               
|                            
|Scandinavia                  |                        |                                |       |                                |         |                                 
|                             |                        |                               
|                             | Norway                 |                                |       |                                |         |                                 
|                             |                        |                               
|                             |                        | Southern North Sea             |       | 27                             |         | 15.8                            
|                             |                        |                               
|                             |                        | Mid North Sea                  |       | 68                             |         | 25.6                            
|                            
|Total Scandinavia            |                        | 95                             |       | 41.4                           |         | 11                              
|                            
|Southeast Asia               |                        |                                |       |                                |         |                                 
|                             |                        |                               
|                             | Indonesia              |                                |       |                                |         |                                 
|                             |                        |                               
|                             |                        | Corridor PSC                   |       | 90                             |         | 32.4                            
|                             |                        |                               
|                             |                        | Other Indonesia 4              |       | 1,858                          |         | 243.4                           
|                             |                        |                               
|                             | Malaysia               |                                | 70    |                                | 29.7    |                                 
|                             |                        |                               
|                             | Vietnam                |                                | 11    |                                | 6.0     |                                 
|                             |                        |                               
|                             | Australia              |                                | 10    |                                | 3.6     |                                 
|                             |                        |                               
|                             | Papua New Guinea       |                                |      |                                |        |                                 
|                            
|Total Southeast Asia         |                        | 2,039                          |       | 315.1                          |         | 170                             
|                            
|Other                        |                        |                                |       |                                |         |                                 
|                             |                        |                               
|                             | Algeria                |                                | 102   |                                | 10.6    |                                 
|                             |                        |                               
|                             | Tunisia                |                                | 19    |                                | 1.0     |                                 
|                             |                        |                               
|                             | Rest of World 5        |                                |      |                                |        |                                 
|                            
|Total Other                  |                        | 121                            |       | 11.6                           |         | 4                               
|                            
|Total Worldwide              |                        | 4,673                          |       | 2,181.4                        |         | 4,141                           
|                            

Notes:

TALISMAN ENERGYANNUAL INFORMATION
FORM15

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Acreage

|Year ended December 31, 2009(thousand acres) |                        | Developed 1       |         | Undeveloped |         | Total   
|-------------------------------------------- | ---------------------- | ----------------- | ------- | ----------- | ------- | --------
|Property                                     |                        | Gross             |         | Net         |         | Gross   
|                                            
|North America 2                              |                        |                   |         |             |         |         
|                                             |                        |                  
|                                             | Shale                  |                   | 12.2    |             | 7.5     |         
|                                             |                        |                  
|                                             | Conventional 3         |                   | 1,981.0 |             | 1,188.9 |         
|                                             |                        |                  
|                                             | Frontier 4             |                   | 3.8     |             | 0.5     |         
|                                            
|Total North America                          |                        | 1,997.0           |         | 1,196.9     |         | 14,150.4
|                                            
|United Kingdom                               |                        |                   |         |             |         |         
|                                             |                        |                  
|                                             | Northern Business Area |                   | 107.1   |             | 67.4    |         
|                                             |                        |                  
|                                             | Central Business Area  |                   | 162.6   |             | 120.7   |         
|                                             |                        |                  
|                                             | Other United Kingdom   |                   |        |             |        |         
|                                            
|Total UK                                     |                        | 269.7             |         | 188.1       |         | 832.8   
|                                            
|Scandinavia                                  |                        |                   |         |             |         |         
|                                             |                        |                  
|                                             | Southern North Sea     |                   | 77.5    |             | 28.4    |         
|                                             |                        |                  
|                                             | Mid North Sea          |                   | 45.1    |             | 31.9    |         
|                                             |                        |                  
|                                             | Other Scandinavia 5    |                   |        |             |        |         
|                                            
|Total Scandinavia                            |                        | 122.6             |         | 60.3        |         | 2,141.1 
|                                            
|Southeast Asia                               |                        |                   |         |             |         |         
|                                             |                        |                  
|                                             | Indonesia              |                   |         |             |         |         
|                                             |                        |                  
|                                             |                        | Corridor PSC      |         | 150.5       |         | 54.2    
|                                             |                        |                  
|                                             |                        | Other Indonesia 6 |         | 504.0       |         | 62.8    
|                                             |                        |                  
|                                             | Malaysia               |                   | 281.6   |             | 125.8   |         
|                                             |                        |                  
|                                             | Vietnam                |                   | 8.9     |             | 2.7     |         
|                                             |                        |                  
|                                             | Australia              |                   | 9.2     |             | 3.6     |         
|                                             |                        |                  
|                                             | Papua New Guinea 7     |                   |        |             |        |         
|                                            
|Total Southeast Asia                         |                        | 954.2             |         | 249.1       |         | 29,743.8
|                                            
|Other                                        |                        |                   |         |             |         |         
|                                             |                        |                  
|                                             | Algeria                |                   | 196.0   |             | 34.4    |         
|                                             |                        |                  
|                                             | Tunisia                |                   | 3.9     |             | 0.2     |         
|                                             |                        |                  
|                                             | Rest of World 8        |                   |        |             |        |         
|                                            
|Total Other                                  |                        | 199.9             |         | 34.6        |         | 20,744.1
|                                            
|Total Worldwide                              |                        | 3,543.4           |         | 1,729.0     |         | 67,612.2
|                                            

Notes:

16TALISMAN ENERGYANNUAL INFORMATION
FORM

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Production

The following tables set forth production for each of the last three fiscal years. North American production data for the years ended December 31, 2008 and
December 31, 2007 does not delineate between Conventional and Shale for Canada and United States because the Company's North American operations were not organized along those lines at
that time. All production figures include production from assets which were sold in the year, until the date of completion of the sale.

|Year ended December 31, 2009 |                      | Oil & Liquids Production
(mbbls/d) |    | Natural Gas Production
(mmcf/d) |    | Total Production
(mboe/d) |   
|---------------------------- | -------------------- | ---------------------------------- | -- | ------------------------------- | -- | ------------------------- | --
|Property                     |                      | Gross                              |    | Net                             |    | Gross                     |   
|                            
|North America1               |                      |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             | Canada2,3            |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             |                      | Conventional                       |    | 34                              |    | 27                        |   
|                             |                      |                                   
|                             |                      | Shale                              |    |                                |    |                          |   
|                             |                      |                                   
|                             | United States        |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             |                      | Conventional                       |    |                                |    |                          |   
|                             |                      |                                   
|                             |                      | Shale                              |    |                                |    |                          |   
|                            
|Total North America          |                      | 34                                 |    | 27                              |    | 803                       |   
|                            
|UK                           |                      |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             | United Kingdom       |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             |                      | Northern Business Area             |    | 48                              |    | 48                        |   
|                             |                      |                                   
|                             |                      | Central Business Area              |    | 38                              |    | 38                        |   
|                             |                      |                                   
|                             | Netherlands          |                                    |   |                                 |   |                           |  
|                            
|Total UK                     |                      | 86                                 |    | 86                              |    | 19                        |   
|                            
|Scandinavia                  |                      |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             | Norway               |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             |                      | Southern North Sea                 |    | 7                               |    | 7                         |   
|                             |                      |                                   
|                             |                      | Mid North Sea                      |    | 27                              |    | 27                        |   
|                            
|Total Scandinavia            |                      | 34                                 |    | 34                              |    | 58                        |   
|                            
|Southeast Asia               |                      |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             | Indonesia            |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             |                      | Corridor PSC                       |    | 4                               |    | 2                         | 4 
|                             |                      |                                   
|                             |                      | Other Indonesia 5                  |    | 7                               |    | 3                         | 4 
|                             |                      |                                   
|                             | Malaysia             |                                    | 20 |                                 | 12 | 4                         | 73
|                             |                      |                                   
|                             | Vietnam              |                                    | 5  |                                 | 4  | 4                         |  
|                             |                      |                                   
|                             | Australia            |                                    | 5  |                                 | 5  | 4                         |  
|                             |                      |                                   
|                             | Papua New Guinea     |                                    |   |                                 |   |                           |  
|                            
|Total Southeast Asia         |                      | 41                                 |    | 26                              |    | 403                       |   
|                            
|Other                        |                      |                                    |    |                                 |    |                           |   
|                             |                      |                                   
|                             | Algeria6             |                                    | 14 |                                 | 7  | 6                         |  
|                             |                      |                                   
|                             | Tunisia6             |                                    | 1  |                                 | 1  | 6                         |  
|                             |                      |                                   
|                             | Trinidad and Tobago6 |                                    | 1  |                                 | 1  | 6                         |  
|                             |                      |                                   
|                             | Rest of World7       |                                    |   |                                 |   |                           |  
|                            
|Total Other                  |                      | 16                                 |    | 9                               |    |                          |   
|                            
|Total Worldwide              |                      | 211                                |    | 182                             |    | 1,283                     |   
|                            

See footnotes on page 19.

TALISMAN ENERGYANNUAL INFORMATION
FORM17

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|Year ended December 31, 2008 |                      | Oil & Liquids Production
(mbbls/d) |    | Natural Gas Production
(mmcf/d) |    | Total Production
(mboe/d) |    
|---------------------------- | -------------------- | ---------------------------------- | -- | ------------------------------- | -- | ------------------------- | ---
|Property                     |                      | Gross                              |    | Net                             |    | Gross                     |    
|                            
|North America                |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Canada2,3            |                                    | 40 |                                 | 32 |                           | 783
|                             |                      |                                   
|                             | United States        |                                    |   |                                 |   |                           | 73 
|                            
|Total North America          |                      | 40                                 |    | 32                              |    | 856                       |    
|                            
|UK                           |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | United Kingdom       |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             |                      | Northern Business Area             |    | 53                              |    | 53                        |    
|                             |                      |                                   
|                             |                      | Central Business Area              |    | 41                              |    | 41                        |    
|                             |                      |                                   
|                             | Netherlands          |                                    |   |                                 |   |                           | 20 
|                            
|Total UK                     |                      | 94                                 |    | 94                              |    | 38                        |    
|                            
|Scandinavia                  |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Norway               |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             |                      | Southern North Sea                 |    | 10                              |    | 10                        |    
|                             |                      |                                   
|                             |                      | Mid North Sea                      |    | 22                              |    | 22                        |    
|                             |                      |                                   
|                             | Denmark              |                                    | 1  |                                 | 1  |                           |   
|                            
|Total Scandinavia            |                      | 33                                 |    | 33                              |    | 19                        |    
|                            
|Southeast Asia               |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Indonesia            |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             |                      | Corridor PSC                       |    | 4                               |    | 2                         | 4  
|                             |                      |                                   
|                             |                      | Other Indonesia 5                  |    | 8                               |    | 2                         | 4  
|                             |                      |                                   
|                             | Malaysia             |                                    | 20 |                                 | 9  | 4                         | 68 
|                             |                      |                                   
|                             | Vietnam              |                                    | 1  |                                 | 1  | 4                         |   
|                             |                      |                                   
|                             | Australia            |                                    | 3  |                                 | 3  | 4                         |   
|                             |                      |                                   
|                             | Papua New Guinea     |                                    |   |                                 |   |                           |   
|                            
|Total Southeast Asia         |                      | 36                                 |    | 17                              | 4  | 334                       |    
|                            
|Other                        |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Algeria6             |                                    | 15 |                                 | 6  | 6                         |   
|                             |                      |                                   
|                             | Tunisia6             |                                    | 1  |                                 | 1  | 6                         |   
|                             |                      |                                   
|                             | Trinidad and Tobago6 |                                    | 5  |                                 | 4  | 6                         |   
|                             |                      |                                   
|                             | Rest of World7       |                                    |   |                                 |   |                           |   
|                            
|Total Other                  |                      | 21                                 |    | 11                              | 6  |                          |    
|                            
|Total Worldwide              |                      | 224                                |    | 187                             |    | 1,247                     |    
|                            

See footnotes on page 19.

18TALISMAN ENERGYANNUAL INFORMATION
FORM

---



|Year ended December 31, 2007 |                      | Oil & Liquids Production
(mbbls/d) |    | Natural Gas Production
(mmcf/d) |    | Total Production
(mboe/d) |    
|---------------------------- | -------------------- | ---------------------------------- | -- | ------------------------------- | -- | ------------------------- | ---
|Property                     |                      | Gross                              |    | Net                             |    | Gross                     |    
|                            
|North America                |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Canada2,3            |                                    | 43 |                                 | 34 |                           | 790
|                             |                      |                                   
|                             | United States        |                                    |   |                                 |   |                           | 86 
|                            
|Total North America          |                      | 43                                 | 2  | 34                              | 2  | 876                       | 3  
|                            
|UK                           |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | United Kingdom       |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             |                      | Mid North Sea                      |    | 34                              |    | 34                        |    
|                             |                      |                                   
|                             |                      | Flotta Catchment Area              |    | 44                              |    | 44                        |    
|                             |                      |                                   
|                             |                      | Greater Fulmar Area                |    | 13                              |    | 13                        |    
|                             |                      |                                   
|                             |                      | Non-Operated Areas                 |    | 11                              |    | 10                        |    
|                             |                      |                                   
|                             | Netherlands          |                                    |   |                                 |   |                           | 21 
|                            
|Total UK                     |                      | 102                                |    | 101                             |    | 88                        |    
|                            
|Scandinavia                  |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Norway               |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             |                      | Gyda Area                          |    | 7                               |    | 7                         |    
|                             |                      |                                   
|                             |                      | Varg Area                          |    | 9                               |    | 9                         |    
|                             |                      |                                   
|                             |                      | Other Norway                       |    | 12                              |    | 12                        |    
|                             |                      |                                   
|                             | Denmark              |                                    | 3  |                                 | 3  |                           |   
|                            
|Total Scandinavia            |                      | 31                                 |    | 31                              |    | 14                        |    
|                            
|Southeast Asia               |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | Indonesia            |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             |                      | Corridor PSC                       |    | 3                               |    | 1                         |    
|                             |                      |                                   
|                             |                      | Other Indonesia 5                  |    | 8                               |    | 3                         |    
|                             |                      |                                   
|                             | Malaysia             |                                    | 28 |                                 | 14 |                           | 59 
|                             |                      |                                   
|                             | Vietnam              |                                    |   |                                 |   |                           |   
|                             |                      |                                   
|                             | Australia            |                                    | 5  |                                 | 5  |                           |   
|                             |                      |                                   
|                             | Papua New Guinea     |                                    |   |                                 |   |                           |   
|                            
|Total Southeast Asia         |                      | 44                                 |    | 23                              |    | 287                       |    
|                            
|Other                        |                      |                                    |    |                                 |    |                           |    
|                             |                      |                                   
|                             | North Africa6        |                                    | 14 |                                 | 8  |                           |   
|                             |                      |                                   
|                             | Trinidad and Tobago6 |                                    | 7  |                                 | 6  |                           |   
|                             |                      |                                   
|                             | Rest of World7       |                                    |   |                                 |   |                           |   
|                            
|Total Other                  |                      | 21                                 |    | 14                              |    |                          |    
|                            
|Total Worldwide              |                      | 241                                |    | 203                             |    | 1,265                     |    
|                            

Notes:

TALISMAN ENERGYANNUAL INFORMATION
FORM19

---





Drilling Activity

The following tables set forth the number of wells 1 Talisman has drilled and tested or participated in drilling and testing, and the
net 2 interest of Talisman in such wells for each of the last three fiscal years. The number of wells drilled refers to the number of wells completed at any time during the
fiscal years, regardless of when drilling was initiated. North American drilling data for the years ended December 31, 2008 and December 31, 2007 does not delineate between Conventional
and Shale for Canada and United States because the Company's North American operations were not organized along those lines at that time.

|Year ended        |                     |       |       | Exploration |   | Development |    | Total
|----------------- | ------------------- | ----- | ----- | ----------- | - | ----------- | -- | -----
|December 31, 2009 |                     |       |       | Oil 3       |   | Gas 3       |    | Dry 4
|                 
|North America     |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | Conventional        |       | Gross |             | 1 |             | 17 |      
|                  |                     |      
|                  |                     | Net   |       | 1.0         |   | 12.9        |    | 0.5  
|                 
|                  | Shale               |       | Gross |             |  |             | 33 |      
|                  |                     |      
|                  |                     | Net   |       |            |   | 30.8        |    |     
|                 
|UK                |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | United Kingdom      |       | Gross |             | 2 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 1.2         |   |            |    | 1.0  
|                 
|                  | Netherlands         |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    |     
|                 
|Scandinavia       |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | Norway              |       | Gross |             | 2 |             | 1  |      
|                  |                     |      
|                  |                     | Net   |       | 0.4         |   | 0.3         |    | 1.2  
|                 
|Southeast Asia    |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | Indonesia           |       | Gross |             | 1 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 0.1         |   |            |    | 0.2  
|                 
|                  | Malaysia            |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    | 0.6  
|                 
|                  | Vietnam             |       | Gross |             | 1 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 0.6         |   |            |    | 1.2  
|                 
|                  | Australia           |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    |     
|                 
|Other             |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | North Africa 5      |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    | 0.9  
|                 
|                  | Trinidad and Tobago |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    |     
|                 
|                  | Rest of World 6     |       | Gross |             |  |             | 1  |      
|                  |                     |      
|                  |                     | Net   |       |            |   | 0.3         |    |     
|                 
|Total             |                     | Gross |       | 7           |   | 52          |    | 12   
|                  |                     |      
|                  |                     | Net   |       | 3.3         |   | 44.3        |    | 5.6  
|                 

See footnotes on page 22.

20TALISMAN ENERGYANNUAL INFORMATION
FORM

---



|Year ended        |                  |       |       | Exploration |    | Development |    | Total
|----------------- | ---------------- | ----- | ----- | ----------- | -- | ----------- | -- | -----
|December 31, 2008 |                  |       |       | Oil 3       |    | Gas 3       |    | Dry 4
|                 
|North America     |                  |       |       |             |    |             |    |      
|                  |                  |      
|                  | Canada           |       | Gross |             | 22 |             | 72 |      
|                  |                  |      
|                  |                  | Net   |       | 19.6        |    | 52.5        |    | 0.6  
|                 
|                  | United States    |       | Gross |             |   |             | 46 |      
|                  |                  |      
|                  |                  | Net   |       |            |    | 20.0        |    | 1.9  
|                 
|UK                |                  |       |       |             |    |             |    |      
|                  |                  |      
|                  | United Kingdom 7 |       | Gross |             | 2  |             | 1  |      
|                  |                  |      
|                  |                  | Net   |       | 1.1         |    | 0.6         |    | 0.9  
|                 
|                  | Netherlands      |       | Gross |             |   |             |   |      
|                  |                  |      
|                  |                  | Net   |       |            |    |            |    |     
|                 
|Scandinavia       |                  |       |       |             |    |             |    |      
|                  |                  |      
|                  | Norway           |       | Gross |             |   |             |   |      
|                  |                  |      
|                  |                  | Net   |       |            |    |            |    | 1.4  
|                 
|                  | Denmark          |       | Gross |             |   |             |   |      
|                  |                  |      
|                  |                  | Net   |       |            |    |            |    |     
|                 
|Southeast Asia    |                  |       |       |             |    |             |    |      
|                  |                  |      
|                  | Indonesia        |       | Gross |             |   |             | 1  |      
|                  |                  |      
|                  |                  | Net   |       |            |    | 0.1         |    | 0.6  
|                 
|                  | Malaysia         |       | Gross |             |   |             |   |      
|                  |                  |      
|                  |                  | Net   |       |            |    |            |    | 0.8  
|                 
|                  | Vietnam          |       | Gross |             | 1  |             | 1  |      
|                  |                  |      
|                  |                  | Net   |       | 1.0         |    | 1.0         |    | 1.0  
|                 
|                  | Australia        |       | Gross |             | 2  |             |   |      
|                  |                  |      
|                  |                  | Net   |       | 0.5         |    |            |    |     
|                 
|Other             |                  |       |       |             |    |             |    |      
|                  |                  |      
|                  | North Africa 5   |       | Gross |             | 3  |             |   |      
|                  |                  |      
|                  |                  | Net   |       | 0.3         |    |            |    |     
|                 
|                  | Rest of World 6  |       | Gross |             |   |             |   |      
|                  |                  |      
|                  |                  | Net   |       |            |    |            |    | 1.0  
|                 
|Total             |                  | Gross |       | 30          |    | 121         |    | 14   
|                  |                  |      
|                  |                  | Net   |       | 22.5        |    | 74.2        |    | 8.2  
|                 

See footnotes on page 22.

TALISMAN ENERGYANNUAL INFORMATION
FORM21

---



|Year ended        |                     |       |       | Exploration |   | Development |    | Total
|----------------- | ------------------- | ----- | ----- | ----------- | - | ----------- | -- | -----
|December 31, 2007 |                     |       |       | Oil 3       |   | Gas 3       |    | Dry 4
|                 
|North America     |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | Canada              |       | Gross |             | 4 |             | 85 |      
|                  |                     |      
|                  |                     | Net   |       | 1.5         |   | 60.1        |    | 2.8  
|                 
|                  | United States       |       | Gross |             | 2 |             | 25 |      
|                  |                     |      
|                  |                     | Net   |       | 1.5         |   | 18.1        |    | 0.6  
|                 
|UK                |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | United Kingdom      |       | Gross |             | 3 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 2.1         |   |            |    | 1.9  
|                 
|                  | Netherlands         |       | Gross |             |  |             | 1  |      
|                  |                     |      
|                  |                     | Net   |       |            |   | 0.1         |    | 0.2  
|                 
|Scandinavia       |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | Norway              |       | Gross |             | 2 |             | 1  |      
|                  |                     |      
|                  |                     | Net   |       | 0.2         |   | 0.7         |    | 1.2  
|                 
|                  | Denmark             |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    |     
|                 
|Southeast Asia    |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | Indonesia           |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    | 0.2  
|                 
|                  | Malaysia            |       | Gross |             | 1 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 0.4         |   |            |    | 2.0  
|                 
|                  | Vietnam             |       | Gross |             | 1 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 1.0         |   |            |    |     
|                 
|                  | Australia           |       | Gross |             |  |             |   |      
|                  |                     |      
|                  |                     | Net   |       |            |   |            |    |     
|                 
|Other             |                     |       |       |             |   |             |    |      
|                  |                     |      
|                  | North Africa 5      |       | Gross |             | 4 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 0.3         |   |            |    | 0.1  
|                 
|                  | Trinidad and Tobago |       | Gross |             | 1 |             |   |      
|                  |                     |      
|                  |                     | Net   |       | 0.3         |   |            |    | 2.7  
|                 
|Total             |                     | Gross |       | 18          |   | 112         |    | 23   
|                  |                     |      
|                  |                     | Net   |       | 7.3         |   | 79.0        |    | 11.7 
|                 

Notes:

22TALISMAN ENERGYANNUAL INFORMATION
FORM

---



The following table shows the number of wells in the process of drilling, temporarily suspended or in active completion stages as of
December 31, 2009.

|               |  |       |  | Wells in the process of drilling,
suspended or active completion 1
|-------------- |  | ----- |  | ------------------------------------------------------------------
|               |  |       |  | Exploration                                                       
|              
|North America  |  |       |  |                                                                   
|               |  |      
|               |  | Gross |  | 16                                                                
|               |  |      
|               |  | Net   |  | 14.9                                                              
|              
|UK             |  |       |  |                                                                   
|               |  |      
|               |  | Gross |  | 1                                                                 
|               |  |      
|               |  | Net   |  | 0.9                                                               
|              
|Scandinavia    |  |       |  |                                                                   
|               |  |      
|               |  | Gross |  |                                                                  
|               |  |      
|               |  | Net   |  |                                                                  
|              
|Southeast Asia |  |       |  |                                                                   
|               |  |      
|               |  | Gross |  | 2                                                                 
|               |  |      
|               |  | Net   |  | 1.1                                                               
|              
|Other2         |  |       |  |                                                                   
|               |  |      
|               |  | Gross |  | 5                                                                 
|               |  |      
|               |  | Net   |  | 1.9                                                               
|              
|Total          |  |       |  |                                                                   
|               |  |      
|               |  | Gross |  | 24                                                                
|               |  |      
|               |  | Net   |  | 18.8                                                              
|              

Notes:

TALISMAN ENERGYANNUAL INFORMATION
FORM23

---





Reserves Information

Internal Evaluation

Talisman's oil and gas reserves are evaluated internally. As described under "Note Regarding Reserves Data and Other Oil and Gas
Information", Talisman has obtained an exemption from National Instrument 51-101 ("NI 51-101") of the Canadian Securities Administrators that permits Talisman to
provide disclosure in accordance with US standards. The exemption also exempts Talisman from the requirement under NI 51-101 to have its reserves evaluated or audited by independent
reserves evaluators. The following discussion is provided pursuant to the requirements of the exemption.

Talisman
understands that the purpose of the requirement under NI 51-101 for the involvement of independent qualified evaluators or auditors is to ensure that disclosure of
reserves information reflects the conclusions of qualified professionals applying consistent standards and that such conclusions are not affected by adverse influences. Talisman believes that using
independent evaluators or auditors would not materially enhance the reliability of its reserves estimates in light of the expertise of its internal reserves evaluation personnel and the controls
applied during its reserves evaluation process. Talisman believes that its internal resources are at least as extensive as, if not greater than, those which would be assigned by any independent
evaluators or auditors engaged by the Company, and that its internal staff's knowledge of and experience with the Company's reserves enable the Company to prepare an evaluation at least equivalent to
that of any independent evaluator or auditor.

As
at December 2009, the Company's internal reserves evaluation staff included approximately 131 persons with full-time or part-time responsibility for reserves
evaluation, with an average of approximately 18 full-time or part-time years of relevant experience in evaluating reserves, of whom 36 were "qualified reserves
evaluators" for purposes of NI 51-101. The Company's internal reserves evaluation management personnel included approximately
42 persons with full-time or part-time responsibility for reserves evaluation management, with an average of approximately 21 full-time or
part-time years of relevant experience in evaluating and managing the evaluation of reserves, 19 of whom were qualified reserves evaluators for purposes of NI 51-101.
The Company has appointed an Internal Qualified Reserves Evaluator ("IQRE") who reports directly to the Chief Executive Officer and is responsible for the preparation and validation of the Company's
reserves evaluation and the submission to the Company's Board of Directors of a report thereon as required by the NI 51-101 exemption. The Company's IQRE is Michael Adams, a
graduate of Imperial College, London University with a B.Sc. in Physical Chemistry and a M.Sc. in Petroleum Engineering. Mr. Adams has more than 31 years of petroleum engineering
experience internationally and in North America. He is a professional engineer registered in Alberta and a chartered engineer registered in the UK.

Talisman
has adopted a corporate policy that prescribes procedures and standards to be followed in preparing its reserves data. The following summarizes Talisman's current process for preparing and
approving its publicly disclosed reserves data.

All
of Talisman's proved reserves are evaluated annually. Talisman employs qualified, competent, experienced engineers to ensure consistently high levels of professionalism in the estimation of its
reserves data. Technical, cost and economic assumptions underpinning reserves estimates are documented to provide a clear audit trail.

Talisman
conducts formal reviews during the proved reserves estimation process to ensure the reasonableness, completeness and accuracy of input data; the appropriateness of the technical subsurface
methodology; the full understanding of reserves movements; and the correct use of reserves classifications. All reserves estimates are reviewed and approved by the Executive
Vice-Presidents of the operating areas and then submitted to the Company's executive operating committee, comprised of the President and Chief Executive Officer and the Executive
Vice-Presidents of the Company, for review and approval. In addition, the IQRE conducts a separate review to ensure the effectiveness of the disclosure controls and that the reserves
estimates are free from material misstatement. The reserves data and the report of the IQRE are then reviewed by the Reserves Committee of the Board of Directors. The Reserves Committee and the IQRE
have independent access to each other. Once approved by the Reserves Committee, the reserves data is submitted to the Board of Directors for final approval.

Notwithstanding
that Talisman is exempt from the independent evaluator requirements of NI 51-101, Talisman obtains annual independent audits of its reserves estimates for some of
its properties on a rotating basis. Over the past four years, these rotational independent audits have covered, in aggregate, properties which now represent more than 80% of the Company's proved
reserves (on a boe basis) as at December 31, 2009. At the time of the audits, these audits have not revealed any material discrepancies in the reserves reported at such time using the
standards in effect at the time of the audit. Talisman's IQRE oversees the preparation of the independent audits. Talisman maintains a Reserves Data Policy and Procedures Manual, which it updates as
appropriate and on a periodic basis. It was last updated in 2009. Talisman also conducts periodic internal audits of the procedures, records and controls relating to the preparation of reserves data.
Accordingly, Talisman considers the reliability of its internally generated reserves data to be not materially less than would be afforded by the independent evaluator requirements of
NI 51-101.

24TALISMAN ENERGYANNUAL INFORMATION
FORM

---



Reserves Estimates

Summary of Oil and Gas Reserves as of Fiscal Year-End Based on Average Fiscal Year Prices

The following table sets forth Talisman's estimates of its proved developed, proved undeveloped, total proved, probable developed,
probable undeveloped and total probable reserves as at December 31, 2009. The reserves estimates included in this table were prepared using the standards of the US Securities and Exchange
Commission ("SEC"), which requires that proved reserves be estimated using existing economic conditions.

Effective
January 1, 2010, the SEC amended its oil and gas reporting requirements. Under the amended requirements, the price used for calculating reserves has been changed from a
year-end single day price to an average price during the 12-month period for the most recent fiscal year, determined as an unweighted arithmetic average of the
first-day-of-the-month price for each month within the period unless the prices are defined by contractual obligations (excluding escalations based on
future conditions). The estimates in the following table have been prepared on that basis.

|                                    |                | Proved
Developed 1,2 |  | Proved
Undeveloped 1,3 |  | Total
Proved 1 |  | Probable
Developed 4,5 |  | Probable
Undeveloped 4,6 |  | Total
Probable 4 | 
|----------------------------------- | -------------- | -------------------- |  | ---------------------- |  | -------------- |  | ---------------------- |  | ------------------------ |  | ---------------- | 
|                                    |                | Gross 7              |  | Net 8                  |  | Gross 7        |  | Net 8                  |  | Gross 7                  |  | Net 8            | 
|                                   
|Oil and Natural Gas Liquids(mmbbls) |                |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    | North America  |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Canada               |  | 92.6                   |  | 82.1           |  | 8.4                    |  | 7.3                      |  | 101.0            | 
|                                    |                |                     
|                                    |                | United States        |  |                       |  |               |  |                       |  |                         |  |                 | 
|                                   
|                                    | UK             |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | United Kingdom       |  | 197.1                  |  | 196.0          |  | 70.4                   |  | 70.1                     |  | 267.5            | 
|                                   
|                                    | Scandinavia    |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Norway               |  | 26.1                   |  | 26.1           |  | 29.8                   |  | 29.8                     |  | 55.9             | 
|                                   
|                                    | Southeast Asia |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Indonesia 9          |  | 23.2                   |  | 11.0           |  | 5.4                    |  | 1.7                      |  | 28.6             | 
|                                    |                |                     
|                                    |                | Malaysia             |  | 23.7                   |  | 14.0           |  | 3.6                    |  | 2.5                      |  | 27.3             | 
|                                    |                |                     
|                                    |                | Australia            |  | 6.0                    |  | 5.9            |  | 5.1                    |  | 4.9                      |  | 11.1             | 
|                                    |                |                     
|                                    |                | Vietnam              |  | 1.5                    |  | 1.3            |  |                       |  |                         |  | 1.5              | 
|                                   
|                                    | Other          |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Algeria              |  | 23.2                   |  | 12.6           |  | 15.1                   |  | 7.9                      |  | 38.3             | 
|                                    |                |                     
|                                    |                | Tunisia              |  | 0.5                    |  | 0.4            |  | 0.2                    |  | 0.1                      |  | 0.7              | 
|                                   
|Total                               |                | 393.9                |  | 349.4                  |  | 138.0          |  | 124.3                  |  | 531.9                    |  | 473.7            | 
|                                   
|Natural Gas(bcf)                    |                |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    | North America  |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Canada               |  | 1,840.9                |  | 1,663.5        |  | 407.6                  |  | 379.5                    |  | 2,248.5          | 
|                                    |                |                     
|                                    |                | United States        |  | 197.9                  |  | 171.1          |  | 452.8                  |  | 395.1                    |  | 650.7            | 
|                                   
|                                    | UK             |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | United Kingdom       |  | 22.4                   |  | 22.4           |  | 2.1                    |  | 2.1                      |  | 24.5             | 
|                                   
|                                    | Scandinavia    |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Norway               |  | 91.2                   |  | 91.2           |  | 1.8                    |  | 1.8                      |  | 93.0             | 
|                                   
|                                    | Southeast Asia |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Indonesia 9          |  | 1,231.6                |  | 915.2          |  | 645.9                  |  | 458.9                    |  | 1,877.5          | 
|                                    |                |                     
|                                    |                | Malaysia             |  | 320.8                  |  | 225.5          |  | 55.9                   |  | 35.9                     |  | 376.7            | 
|                                    |                |                     
|                                    |                | Australia            |  |                       |  |               |  |                       |  |                         |  |                 | 
|                                    |                |                     
|                                    |                | Vietnam              |  |                       |  |               |  |                       |  |                         |  |                 | 
|                                   
|                                    | Other          |                      |  |                        |  |                |  |                        |  |                          |  |                  | 
|                                    |                |                     
|                                    |                | Algeria              |  |                       |  |               |  |                       |  |                         |  |                 | 
|                                    |                |                     
|                                    |                | Tunisia              |  | 0.8                    |  | 0.8            |  | 1.0                    |  | 0.9                      |  | 1.8              | 
|                                   
|Total                               |                | 3,705.6              |  | 3,089.7                |  | 1,567.1        |  | 1,274.2                |  | 5,272.7                  |  | 4,363.9          | 
|                                   

See footnotes on page 26.

TALISMAN ENERGYANNUAL INFORMATION
FORM25

---



Notes:

A report on reserves data by Talisman's IQRE and a report of management and directors on oil and gas disclosure are provided in Schedules A and B,
respectively, to this Annual Information Form. Talisman does not file estimates of its total oil and gas reserves with any US agency or federal authority other than the SEC.

In
2009, Talisman added 251 mmboe of proved reserves compared to production of 155 mmboe, for a replacement of 162% of 2009 production. The new reserves were a combination of new
discoveries, additions, revisions and revisions due to price. North America accounts for the largest increase in reserves as a result of the successful drilling programs in both the Marcellus and
Montney shale plays. The UK's significant reserves revision is the result of price revisions.

Talisman
added 117 mmbbls of gross proved oil and liquids reserves through drilling and revisions. The UK (50%) and North America (19%) account for the majority of Talisman's oil and liquids
reserves as at December 31, 2009. International reserves additions are dependent on the timing of project approvals and drilling results. In 2009, Talisman had one project sanctioned in
Southeast Asia.

Talisman
added 805 bcf of gross proved natural gas reserves through drilling and revisions. In North America, gross total proved natural gas reserves were 2.9 tcf at December 31,
2009, up 10% from the previous year. Talisman's total gross proved natural gas reserves were 5.3 tcf at December 31, 2009, down 1% from the previous year. North America comprised 55% of
the Company's gross total proved natural gas reserves as at December 31, 2009.

Talisman's
proved undeveloped reserves were 399 mmboe as at December 31, 2009. In 2009, Talisman converted 48 mmboe (13% of the Company's 2008 proved undeveloped reserves) into
proved developed reserves. Talisman spent approximately $1.1 billion in 2009 in order to develop its proved undeveloped reserves. As at December 31, 2009, the only material proved
undeveloped reserves that were five years or older are in Indonesia (36 mmboe) and Malaysia (9 mmboe). These are gas reserves that will be drilled as needed in the next five years to
meet gas deliverability requirements for existing gas contracts. In 2009, Talisman sold 56 mmboe of proved undeveloped reserves.

Talisman
booked certain of its proved undeveloped reserves in North America as a result of revisions to the SEC oil and gas rules, which now permit the assignment of proved undeveloped reserves at
distances greater than directly offsetting development spacing areas where there exists reliable technology that establishes reasonable certainty of economic producibility. Talisman utilized a
combination of 3D seismic, core analyses, borehole logs, well tests, production history and numerical simulation in order to attain the reasonable certainty required to book proved undeveloped
reserves. In 2009, Talisman added 73 mmboe of proved undeveloped reserves as a result of additions, revisions and price revisions in North America.

26TALISMAN ENERGYANNUAL INFORMATION
FORM

---





Other Oil and Gas Information

The following tables reflect activities from assets that are classified as both continuing operations and, until disposed of, discontinued operations for financial reporting
purposes.

Continuity of Net Proved Reserves 1

|                                       |  | Canada 3 |   | US |  | UK     |   | Scandinavia |   | Indonesia |   | Other
Southeast
Asia |   | Other |   | Total  |   | 
|-------------------------------------- |  | -------- | - | -- |  | ------ | - | ----------- | - | --------- | - | -------------------- | - | ----- | - | ------ | - | 
|                                      
|Oil and liquids(mmbbls)                |  |          |   |    |  |        |   |             |   |           |   |                      |   |       |   |        |   | 
|                                       |  |         
|Total proved                           |  |          |   |    |  |        |   |             |   |           |   |                      |   |       |   |        |   | 
|                                       |  |         
|Proved reserves at December 31, 2006   |  | 138.3    |   |   |  | 377.8  |   | 61.8        |   | 14.3      |   | 39.6                 |   | 33.4  |   | 665.2  |   | 
|                                       |  |         
|Discoveries, additions and extensions  |  | 5.9      |   |   |  | 6.4    |   | 11.2        |   | 0.7       |   | 0.2                  |   | 1.1   |   | 25.5   |   | 
|                                       |  |         
|Purchase of reserves                   |  |         |   |   |  |       |   |            |   | 1.0       |   |                     |   |      |   | 1.0    |   | 
|                                       |  |         
|Sale of reserves                       |  | (9.8     | ) |   |  | (4.1   | ) |            |   |          |   |                     |   |      |   | (13.9  | ) | 
|                                       |  |         
|Net revisions and transfers            |  | 2.0      |   |   |  | 42.1   |   | 5.3         |   | (0.6      | ) | (2.8                 | ) | (1.8  | ) | 44.2   |   | 
|                                       |  |         
|2007 Production                        |  | (12.5    | ) |   |  | (36.9  | ) | (11.1       | ) | (1.8      | ) | (6.9                 | ) | (5.1  | ) | (74.3  | ) | 
|                                      
|Proved reserves at December 31, 2007   |  | 123.9    |   |   |  | 385.3  |   | 67.2        |   | 13.6      |   | 30.1                 |   | 27.6  |   | 647.7  |   | 
|                                       |  |         
|Discoveries, additions and extensions  |  | 12.1     |   |   |  | 15.0   |   | 8.3         |   |          |   | (0.3                 | ) | (0.3  | ) | 34.8   |   | 
|                                       |  |         
|Purchase of reserves                   |  | 0.3      |   |   |  |       |   |            |   |          |   |                     |   |      |   | 0.3    |   | 
|                                       |  |         
|Sale of reserves                       |  | (0.3     | ) |   |  | (17.5  | ) | (1.6        | ) |          |   |                     |   |      |   | (19.4  | ) | 
|                                       |  |         
|Net revisions and transfers            |  | 7.4      |   |   |  | (133.2 | ) | (5.3        | ) | 4.2       |   | 2.0                  |   | 3.1   |   | (121.8 | ) | 
|                                       |  |         
|2008 Production                        |  | (11.9    | ) |   |  | (34.2  | ) | (12.0       | ) | (1.7      | ) | (4.7                 | ) | (4.1  | ) | (68.6  | ) | 
|                                      
|Proved reserves at December 31, 2008   |  | 131.5    |   |   |  | 215.4  |   | 56.6        |   | 16.1      |   | 27.1                 |   | 26.3  |   | 473.0  |   | 
|                                       |  |         
|Discoveries, additions and extensions  |  | 4.0      |   |   |  | 5.2    |   | 1.1         |   | (0.5      | ) | 5.3                  |   | 6.5   |   | 21.6   |   | 
|                                       |  |         
|Purchase of reserves                   |  | 0.1      |   |   |  |       |   |            |   | 0.7       |   |                     |   |      |   | 0.8    |   | 
|                                       |  |         
|Sale of reserves                       |  | (39.0    | ) |   |  | (0.2   | ) | (4.0        | ) |          |   |                     |   | (3.7  | ) | (46.9  | ) | 
|                                       |  |         
|Net revisions and transfers            |  | 2.7      |   |   |  | 76.8   |   | 14.5        |   | (1.8      | ) | 3.8                  |   | (4.7  | ) | 91.3   |   | 
|                                       |  |         
|2009 Production                        |  | (9.9     | ) |   |  | (31.1  | ) | (12.3       | ) | (1.8      | ) | (7.6                 | ) | (3.4  | ) | (66.1  | ) | 
|                                      
|Proved reserves at December 31, 2009 2 |  | 89.4     |   |   |  | 266.1  |   | 55.9        |   | 12.7      |   | 28.6                 |   | 21.0  |   | 473.7  |   | 
|                                      
|Proved developed                       |  |          |   |    |  |        |   |             |   |           |   |                      |   |       |   |        |   | 
|                                       |  |         
|December 31, 2006                      |  | 130.1    |   |   |  | 252.9  |   | 25.6        |   | 12.2      |   | 24.7                 |   | 25.8  |   | 471.3  |   | 
|                                       |  |         
|December 31, 2007                      |  | 118.9    |   |   |  | 342.6  |   | 25.6        |   | 10.7      |   | 18.9                 |   | 25.4  |   | 542.1  |   | 
|                                       |  |         
|December 31, 2008                      |  | 122.0    |   |   |  | 172.0  |   | 24.8        |   | 13.5      |   | 17.7                 |   | 20.2  |   | 370.2  |   | 
|                                       |  |         
|December 31, 2009                      |  | 82.1     |   |   |  | 196.0  |   | 26.1        |   | 11.0      |   | 21.2                 |   | 13.0  |   | 349.4  |   | 
|                                      
|See footnotes on page 28.              |  |          |   |    |  |        |   |            

TALISMAN ENERGYANNUAL INFORMATION
FORM27

---



|Natural gas(bcf)                       |  |         |   |       |   |       |   |       |   |         |   |       |   |        |   |         |   | 
|-------------------------------------- |  | ------- | - | ----- | - | ----- | - | ----- | - | ------- | - | ----- | - | ------ | - | ------- | - | 
|                                       |  |        
|Total proved                           |  |         |   |       |   |       |   |       |   |         |   |       |   |        |   |         |   | 
|                                       |  |        
|Proved reserves at December 31, 2006   |  | 2,153.8 |   | 123.8 |   | 178.1 |   | 76.3  |   | 1,174.2 |   | 276.5 |   | 229.3  |   | 4,212.0 |   | 
|                                       |  |        
|Discoveries, additions and extensions  |  | 254.5   |   | 17.7  |   | 4.3   |   | 9.8   |   | 78.3    |   | (1.6  | ) | (10.2  | ) | 352.8   |   | 
|                                       |  |        
|Purchase of reserves                   |  | 3.3     |   |      |   |      |   |      |   | 192.2   |   |      |   |       |   | 195.5   |   | 
|                                       |  |        
|Sale of reserves                       |  | (117.9  | ) |      |   | (53.0 | ) |      |   |        |   |      |   |       |   | (170.9  | ) | 
|                                       |  |        
|Net revisions and transfers            |  | 29.8    |   | (6.0  | ) | (5.3  | ) | (2.1  | ) | (28.9   | ) | (13.1 | ) | 4.3    |   | (21.3   | ) | 
|                                       |  |        
|2007 Production                        |  | (236.4  | ) | (26.5 | ) | (23.9 | ) | (5.1  | ) | (56.8   | ) | (16.3 | ) | (0.1   | ) | (365.1  | ) | 
|                                      
|Proved reserves at December 31, 2007   |  | 2,087.1 |   | 109.0 |   | 100.2 |   | 78.9  |   | 1,359.0 |   | 245.5 |   | 223.3  |   | 4,203.0 |   | 
|                                       |  |        
|Discoveries, additions and extensions  |  | 249.7   |   | 29.4  |   | 12.4  |   | 12.1  |   | (30.3   | ) | 20.2  |   | 0.4    |   | 293.9   |   | 
|                                       |  |        
|Purchase of reserves                   |  | 11.9    |   | 2.4   |   |      |   |      |   |        |   |      |   |       |   | 14.3    |   | 
|                                       |  |        
|Sale of reserves                       |  | (55.2   | ) |      |   |      |   |      |   |        |   |      |   |       |   | (55.2   | ) | 
|                                       |  |        
|Net revisions and transfers            |  | 113.3   |   | 1.3   |   | (3.2  | ) | 17.8  |   | 143.0   |   | 42.8  |   | (0.7   | ) | 314.3   |   | 
|                                       |  |        
|2008 Production                        |  | (237.6  | ) | (22.9 | ) | (13.8 | ) | (6.9  | ) | (64.0   | ) | (18.8 | ) | (0.2   | ) | (364.2  | ) | 
|                                      
|Proved reserves at December 31, 2008   |  | 2,169.2 |   | 119.2 |   | 95.6  |   | 101.9 |   | 1,407.7 |   | 289.7 |   | 222.8  |   | 4,406.1 |   | 
|                                       |  |        
|Discoveries, additions and extensions  |  | 185.6   |   | 474.6 |   |      |   | (0.5  | ) | 62.8    |   | 25.3  |   |       |   | 747.8   |   | 
|                                       |  |        
|Purchase of reserves                   |  | 14.2    |   |      |   |      |   |      |   | 7.5     |   |      |   |       |   | 21.7    |   | 
|                                       |  |        
|Sale of reserves                       |  | (115.8  | ) | (1.4  | ) | (67.0 | ) |      |   |        |   |      |   | (220.0 | ) | (404.2  | ) | 
|                                       |  |        
|Net revisions and transfers            |  | 28.2    |   |      |   | 2.9   |   | 12.7  |   | (19.5   | ) | (33.3 | ) | (1.0   | ) | (10.0   | ) | 
|                                       |  |        
|2009 Production                        |  | (238.4  | ) | (26.2 | ) | (7.0  | ) | (21.1 | ) | (84.4   | ) | (20.3 | ) | (0.1   | ) | (397.5  | ) | 
|                                      
|Proved reserves at December 31, 2009 2 |  | 2,043.0 |   | 566.2 |   | 24.5  |   | 93.0  |   | 1,374.1 |   | 261.4 |   | 1.7    |   | 4,363.9 |   | 
|                                      
|Proved developed                       |  |         |   |       |   |       |   |       |   |         |   |       |   |        |   |         |   | 
|                                       |  |        
|December 31, 2006                      |  | 1,747.1 |   | 113.8 |   | 123.2 |   | 8.6   |   | 856.8   |   | 38.7  |   | 0.5    |   | 2,888.7 |   | 
|                                       |  |        
|December 31, 2007                      |  | 1,725.0 |   | 95.7  |   | 86.7  |   | 7.0   |   | 811.1   |   | 44.4  |   | 1.0    |   | 2,770.9 |   | 
|                                       |  |        
|December 31, 2008                      |  | 1,785.8 |   | 101.8 |   | 65.5  |   | 99.0  |   | 1,022.2 |   | 149.0 |   | 1.2    |   | 3,224.5 |   | 
|                                       |  |        
|December 31, 2009                      |  | 1,663.5 |   | 171.1 |   | 22.4  |   | 91.2  |   | 915.2   |   | 225.5 |   | 0.8    |   | 3,089.7 |   | 
|                                      

Notes:

28TALISMAN ENERGYANNUAL INFORMATION
FORM

---





Continuity of Gross Proved Reserves 1

|                                      |  | Canada 2 |   | US |  | UK     |   | Scandinavia |   | Indonesia |   | Other
Southeast
Asia |   | Other |   | Total  |   | 
|------------------------------------- |  | -------- | - | -- |  | ------ | - | ----------- | - | --------- | - | -------------------- | - | ----- | - | ------ | - | 
|                                     
|Oil and liquids(mmbbls)               |  |          |   |    |  |        |   |             |   |           |   |                      |   |       |   |        |   | 
|                                      |  |         
|Total proved                          |  |          |   |    |  |        |   |             |   |           |   |                      |   |       |   |        |   | 
|                                      |  |         
|Proved reserves at December 31, 2006  |  | 166.6    |   |   |  | 380.8  |   | 61.9        |   | 36.0      |   | 62.3                 |   | 58.9  |   | 766.5  |   | 
|                                      |  |         
|Discoveries, additions and extensions |  | 7.2      |   |   |  | 6.4    |   | 11.2        |   | 2.2       |   | 0.5                  |   | 1.8   |   | 29.3   |   | 
|                                      |  |         
|Purchase of reserves                  |  |         |   |   |  |       |   |            |   | 1.1       |   |                     |   |      |   | 1.1    |   | 
|                                      |  |         
|Sale of reserves                      |  | (13.4    | ) |   |  | (4.6   | ) |            |   |          |   |                     |   |      |   | (18.0  | ) | 
|                                      |  |         
|Net revisions and transfers           |  | 8.2      |   |   |  | 41.8   |   | 5.4         |   | 0.5       |   | 2.7                  |   | (0.4  | ) | 58.2   |   | 
|                                      |  |         
|2007 Production                       |  | (15.8    | ) |   |  | (37.2  | ) | (11.2       | ) | (4.1      | ) | (12.0                | ) | (7.5  | ) | (87.8  | ) | 
|                                     
|Proved reserves at December 31, 2007  |  | 152.8    |   |   |  | 387.2  |   | 67.3        |   | 35.7      |   | 53.5                 |   | 52.8  |   | 749.3  |   | 
|                                      |  |         
|Discoveries, additions and extensions |  | 13.7     |   |   |  | 15.0   |   | 8.3         |   | 0.4       |   | 0.2                  |   | (0.7  | ) | 36.9   |   | 
|                                      |  |         
|Purchase of reserves                  |  | 0.3      |   |   |  |       |   |            |   |          |   |                     |   |      |   | 0.3    |   | 
|                                      |  |         
|Sale of reserves                      |  | (0.3     | ) |   |  | (17.5  | ) | (1.7        | ) |          |   |                     |   |      |   | (19.5  | ) | 
|                                      |  |         
|Net revisions and transfers           |  | 2.6      |   |   |  | (133.7 | ) | (5.3        | ) | 0.6       |   | (5.6                 | ) | 0.6   |   | (140.8 | ) | 
|                                      |  |         
|2008 Production                       |  | (14.8    | ) |   |  | (34.3  | ) | (12.0       | ) | (4.3      | ) | (8.7                 | ) | (7.6  | ) | (81.7  | ) | 
|                                     
|Proved reserves at December 31, 2008  |  | 154.3    |   |   |  | 216.7  |   | 56.6        |   | 32.4      |   | 39.4                 |   | 45.1  |   | 544.5  |   | 
|                                      |  |         
|Discoveries, additions and extensions |  | 4.8      |   |   |  | 5.2    |   | 1.1         |   | (1.7      | ) | 7.4                  |   | 12.2  |   | 29.0   |   | 
|                                      |  |         
|Purchase of reserves                  |  | 0.2      |   |   |  |       |   |            |   | 1.0       |   |                     |   |      |   | 1.2    |   | 
|                                      |  |         
|Sale of reserves                      |  | (45.7    | ) |   |  | (0.2   | ) | (4.0        | ) |          |   |                     |   | (3.8  | ) | (53.7  | ) | 
|                                      |  |         
|Net revisions and transfers           |  |         |   |   |  | 77.0   |   | 14.5        |   | 1.1       |   | 3.8                  |   | (8.6  | ) | 87.8   |   | 
|                                      |  |         
|2009 Production                       |  | (12.6    | ) |   |  | (31.2  | ) | (12.3       | ) | (4.2      | ) | (10.7                | ) | (5.9  | ) | (76.9  | ) | 
|                                     
|Proved reserves at December 31, 2009  |  | 101.0    |   |   |  | 267.5  |   | 55.9        |   | 28.6      |   | 39.9                 |   | 39.0  |   | 531.9  |   | 
|                                     
|Proved developed                      |  |          |   |    |  |        |   |             |   |           |   |                      |   |       |   |        |   | 
|                                      |  |         
|December 31, 2006                     |  | 156.4    |   |   |  | 255.7  |   | 25.7        |   | 30.4      |   | 39.8                 |   | 43.3  |   | 551.3  |   | 
|                                      |  |         
|December 31, 2007                     |  | 146.2    |   |   |  | 344.5  |   | 25.6        |   | 28.2      |   | 31.3                 |   | 48.2  |   | 624.0  |   | 
|                                      |  |         
|December 31, 2008                     |  | 143.4    |   |   |  | 173.3  |   | 24.8        |   | 26.0      |   | 24.9                 |   | 35.2  |   | 427.6  |   | 
|                                      |  |         
|December 31, 2009                     |  | 92.6     |   |   |  | 197.1  |   | 26.1        |   | 23.2      |   | 31.2                 |   | 23.7  |   | 393.9  |   | 
|                                     
|See footnotes on page 30.             |  |          |   |    |  |        |   |            

TALISMAN ENERGYANNUAL INFORMATION
FORM29

---



|Natural gas(bcf)                      |  |         |   |       |   |       |   |       |   |         |   |       |   |        |   |         |   | 
|------------------------------------- |  | ------- | - | ----- | - | ----- | - | ----- | - | ------- | - | ----- | - | ------ | - | ------- | - | 
|                                      |  |        
|Total proved                          |  |         |   |       |   |       |   |       |   |         |   |       |   |        |   |         |   | 
|                                      |  |        
|Proved reserves at December 31, 2006  |  | 2,661.3 |   | 143.8 |   | 182.8 |   | 76.3  |   | 1,702.5 |   | 406.3 |   | 229.9  |   | 5,402.9 |   | 
|                                      |  |        
|Discoveries, additions and extensions |  | 336.5   |   | 20.3  |   | 4.3   |   | 9.8   |   | 118.7   |   | (3.8  | ) | (10.1  | ) | 475.7   |   | 
|                                      |  |        
|Purchase of reserves                  |  | 4.6     |   |      |   |      |   |      |   | 247.2   |   |      |   |       |   | 251.8   |   | 
|                                      |  |        
|Sale of reserves                      |  | (154.5  | ) |      |   | (56.8 | ) |      |   |        |   |      |   |       |   | (211.3  | ) | 
|                                      |  |        
|Net revisions and transfers           |  | 6.2     |   | (6.4  | ) | (4.8  | ) | (2.1  | ) | (3.2    | ) | 6.1   |   | 4.4    |   | 0.2     |   | 
|                                      |  |        
|2007 Production                       |  | (288.4  | ) | (31.2 | ) | (25.3 | ) | (5.1  | ) | (83.3   | ) | (21.6 | ) | (0.2   | ) | (455.1  | ) | 
|                                     
|Proved reserves at December 31, 2007  |  | 2,565.7 |   | 126.5 |   | 100.2 |   | 78.9  |   | 1,981.9 |   | 387.0 |   | 224.0  |   | 5,464.2 |   | 
|                                      |  |        
|Discoveries, additions and extensions |  | 308.2   |   | 33.9  |   | 12.4  |   | 12.1  |   | 1.3     |   | 27.0  |   | 0.4    |   | 395.3   |   | 
|                                      |  |        
|Purchase of reserves                  |  | 15.3    |   | 2.8   |   |      |   |      |   |        |   |      |   |       |   | 18.1    |   | 
|                                      |  |        
|Sale of reserves                      |  | (65.3   | ) |      |   |      |   |      |   |        |   |      |   |       |   | (65.3   | ) | 
|                                      |  |        
|Net revisions and transfers           |  | (30.3   | ) | 1.4   |   | (3.2  | ) | 17.8  |   |        |   | (2.5  | ) | (0.8   | ) | (17.6   | ) | 
|                                      |  |        
|2008 Production                       |  | (286.6  | ) | (26.7 | ) | (13.8 | ) | (6.9  | ) | (97.2   | ) | (24.9 | ) | (0.2   | ) | (456.3  | ) | 
|                                     
|Proved reserves at December 31, 2008  |  | 2,507.0 |   | 137.9 |   | 95.6  |   | 101.9 |   | 1,886.0 |   | 386.6 |   | 223.4  |   | 5,338.4 |   | 
|                                      |  |        
|Discoveries, additions and extensions |  | 201.2   |   | 544.5 |   |      |   | (0.5  | ) | 88.6    |   | 27.9  |   |       |   | 861.7   |   | 
|                                      |  |        
|Purchase of reserves                  |  | 15.9    |   |      |   |      |   |      |   | 8.7     |   |      |   |       |   | 24.6    |   | 
|                                      |  |        
|Sale of reserves                      |  | (137.6  | ) | (1.5  | ) | (67.0 | ) |      |   |        |   |      |   | (220.5 | ) | (426.6  | ) | 
|                                      |  |        
|Net revisions and transfers           |  | (75.3   | ) | 0.1   |   | 2.9   |   | 12.7  |   | 14.8    |   | (11.1 | ) | (1.0   | ) | (56.9   | ) | 
|                                      |  |        
|2009 Production                       |  | (262.7  | ) | (30.3 | ) | (7.0  | ) | (21.1 | ) | (120.6  | ) | (26.7 | ) | (0.1   | ) | (468.5  | ) | 
|                                     
|Proved reserves at December 31, 2009  |  | 2,248.5 |   | 650.7 |   | 24.5  |   | 93.0  |   | 1,877.5 |   | 376.7 |   | 1.8    |   | 5,272.7 |   | 
|                                     
|Proved developed                      |  |         |   |       |   |       |   |       |   |         |   |       |   |        |   |         |   | 
|December 31, 2006                     |  | 2,162.5 |   | 132.5 |   | 126.4 |   | 8.6   |   | 1,255.9 |   | 51.9  |   | 0.5    |   | 3,738.3 |   | 
|                                      |  |        
|December 31, 2007                     |  | 2,125.6 |   | 111.4 |   | 86.7  |   | 7.0   |   | 1,197.6 |   | 58.2  |   | 1.1    |   | 3,587.6 |   | 
|                                      |  |        
|December 31, 2008                     |  | 2,066.8 |   | 117.9 |   | 65.5  |   | 99.0  |   | 1,348.9 |   | 199.0 |   | 1.2    |   | 3,898.3 |   | 
|                                      |  |        
|December 31, 2009                     |  | 1,840.9 |   | 197.9 |   | 22.4  |   | 91.2  |   | 1,231.6 |   | 320.8 |   | 0.8    |   | 3,705.6 |   | 
|                                     

Notes:

30TALISMAN ENERGYANNUAL INFORMATION
FORM

---





Standardized Measure of Discounted Future Net Cash Flows From Proved
Reserves

Future net cash flows were calculated by applying the prescribed average annual prices to the Company's estimated future production of proved reserves and deducting estimates
of future development, asset retirement, production and transportation costs, and income taxes. Future costs have been estimated based on existing economic and operating conditions. Future income
taxes have been estimated based on statutory tax rates enacted at year-end. The present values of the estimated future cash flows were determined by applying a 10% discount rate prescribed
by the Financial Accounting Standards Board.

In
order to increase the comparability between companies, the standardized measure of discounted future net cash flows necessarily employs uniform assumptions that do not necessarily reflect
management's best estimate of future events and anticipated outcomes. There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production
and timing of development expenditures. Accordingly, the Company does not believe that the standardized measure of discounted future net cash flows will be representative of actual future net cash
flows and should not be considered to represent the fair market value of the oil and gas properties. Actual future net cash flows will differ significantly from estimates due to, but not limited to,
the following:

The
standardized measure of discounted future net cash flows was prepared using the following prices:

|                         |  | 2009  |  | 2008  |  | 2007  | 
|------------------------ |  | ----- |  | ----- |  | ----- | 
|                        
|Oil and liquids($/bbl)   |  |       |  |       |  |       | 
|                         |  |      
|Canada (North America) 1 |  | 55.74 |  | 37.11 |  | 71.28 | 
|                         |  |      
|US                       |  |      |  |      |  |      | 
|                         |  |      
|UK                       |  | 69.28 |  | 45.74 |  | 94.93 | 
|                         |  |      
|Scandinavia              |  | 68.62 |  | 44.64 |  | 95.46 | 
|                         |  |      
|Indonesia                |  | 70.32 |  |      |  |      | 
|                         |  |      
|Southeast Asia           |  | 68.55 |  | 38.98 |  | 98.58 | 
|                         |  |      
|Other                    |  | 68.26 |  | 46.06 |  | 96.33 | 
|                        
|Total                    |  | 66.56 |  | 42.31 |  | 90.69 | 
|                        
|Natural gas($/mcf)       |  |       |  |       |  |       | 
|                         |  |      
|Canada (North America) 2 |  | 4.06  |  | 6.94  |  | 6.89  | 
|                         |  |      
|US                       |  | 4.54  |  |      |  |      | 
|                         |  |      
|UK                       |  | 4.23  |  | 10.36 |  | 6.78  | 
|                         |  |      
|Scandinavia              |  | 5.97  |  | 9.69  |  | 9.22  | 
|                         |  |      
|Indonesia 2              |  | 5.50  |  |      |  |      | 
|                         |  |      
|Southeast Asia           |  | 5.11  |  | 3.47  |  | 5.97  | 
|                         |  |      
|Other                    |  | 7.30  |  | 1.72  |  | 2.56  | 
|                        
|Total                    |  | 4.74  |  | 5.36  |  | 6.35  | 
|                        

Note:

In order to derive the prices in the cash flow, the following benchmark prices and exchange rates were used:

|                      |  | 2009   |  | 2008   |  | 2007   | 
|--------------------- |  | ------ |  | ------ |  | ------ | 
|                     
|WTI (US$/bbl)         |  | 61.18  |  | 44.60  |  | 95.98  | 
|                      |  |       
|Dated Brent (US$/bbl) |  | 59.91  |  | 36.55  |  | 96.02  | 
|                      |  |       
|HH gas (US$/mmbtu)    |  | 3.82   |  | 5.71   |  | 6.80   | 
|                      |  |       
|AECO-C (C$/GJ)        |  | 3.58   |  | 6.02   |  | 6.18   | 
|                      |  |       
|US$/C$                |  | 0.8687 |  | 0.8166 |  | 1.0120 | 
|                      |  |       
|C$/UK£                |  | 1.7907 |  | 1.7896 |  | 1.9600 | 
|                     

TALISMAN ENERGYANNUAL INFORMATION
FORM31

---



Discounted Future Net Cash Flows from Proved
Reserves 3

|Years ended December 31                                     |                                  | North America |        |       |        |        |         | Southeast Asia |        |           |        |             |        |      
|----------------------------------------------------------- | -------------------------------- | ------------- | ------ | ----- | ------ | ------ | ------- | -------------- | ------ | --------- | ------ | ----------- | ------ | -----
|(millions of C$)                                            |                                  | Canada        |        | US    |        | UK     |         | Scandinavia    |        | Indonesia |        | Other SEA 2 |        | Other
|                                                           
|2009                                                        |                                  |               |        |       |        |        |         |                |        |           |        |             |        |      
|                                                            |                                  |              
|Future cash inflows 1                                       |                                  | 13,357        |        | 2,581 |        | 18,534 |         | 4,390          |        | 8,322     |        | 3,231       |        | 1,456
|                                                            |                                  |              
|Future costs                                                |                                  |               |        |       |        |        |         |                |        |           |        |             |        |      
|                                                            |                                  |              
|                                                            | Transportation                   |               | (473   | )     | (9     | )      | (370    | )              | (100   | )         | (837   | )           |       |      
|                                                            |                                  |              
|                                                            | Production                       |               | (5,102 | )     | (563   | )      | (11,547 | )              | (2,138 | )         | (1,230 | )           | (1,211 | )    
|                                                            |                                  |              
|                                                            | Development and site restoration |               | (2,340 | )     | (725   | )      | (5,487  | )              | (1,090 | )         | (658   | )           | (767   | )    
|                                                           
|                                                            | Future costs                     |               | (7,915 | )     | (1,297 | )      | (17,404 | )              | (3,328 | )         | (2,725 | )           | (1,978 | )    
|                                                           
|Future inflows before income taxes                          |                                  | 5,442         |        | 1,284 |        | 1,130  |         | 1,062          |        | 5,597     |        | 1,253       |        | 812  
|                                                            |                                  |              
|Future income & production revenue taxes                    |                                  | (1,005        | )      |      |        | (511   | )       | 315            |        | (2,314    | )      | (153        | )      | (276 
|                                                           
|Net cash flows                                              |                                  | 4,437         |        | 1,284 |        | 619    |         | 1,377          |        | 3,283     |        | 1,100       |        | 536  
|                                                           
|Less 10% annual discount for estimated timing of cash flows |                                  | (1,923        | )      | (840  | )      | 434    |         | (254           | )      | (1,439    | )      | (225        | )      | (199 
|                                                           
|Discounted cash flows                                       |                                  | 2,514         |        | 444   |        | 1,053  |         | 1,123          |        | 1,844     |        | 875         |        | 337  
|                                                           

|
|

|                                                            |                                  |  |  | North America 2 |         | UK     |         | Scandinavia |        |   |  | Southeast
Asia 2 |        | Other  |      | Total   |         |  
|----------------------------------------------------------- | -------------------------------- |  |  | --------------- | ------- | ------ | ------- | ----------- | ------ | - |  | ---------------- | ------ | ------ | ---- | ------- | ------- | -
|                                                           
|2008                                                        |                                  |  |  |                 |         |        |         |             |        |   |  |                  |        |        |      |         |         |  
|                                                            |                                  | 
|Future cash inflows 1                                       |                                  |  |  | 20,889          |         | 10,840 |         | 3,513       |        |   |  | 7,635            |        | 1,600  |      | 44,477  |         |  
|                                                            |                                  | 
|Future costs                                                |                                  |  |  |                 |         |        |         |             |        |   |  |                  |        |        |      |         |         |  
|                                                            |                                  | 
|                                                            | Transportation                   |  |  |                 | (598    | )      | (686    | )           | (185   | ) |  |                  | (686   | )      | (59  | )       | (2,214  | )
|                                                            |                                  | 
|                                                            | Production                       |  |  |                 | (7,846  | )      | (5,897  | )           | (1,675 | ) |  |                  | (2,431 | )      | (473 | )       | (18,322 | )
|                                                            |                                  | 
|                                                            | Development and site restoration |  |  |                 | (3,255  | )      | (4,493  | )           | (1,170 | ) |  |                  | (1,025 | )      | (274 | )       | (10,217 | )
|                                                           
|                                                            | Future costs                     |  |  |                 | (11,699 | )      | (11,076 | )           | (3,030 | ) |  |                  | (4,142 | )      | (806 | )       | (30,753 | )
|                                                           
|Future inflows before income taxes                          |                                  |  |  | 9,190           |         | (236   | )       | 483         |        |   |  | 3,493            |        | 794    |      | 13,724  |         |  
|                                                            |                                  | 
|Future income & production revenue taxes                    |                                  |  |  | (1,765          | )       | 508    |         | 630         |        |   |  | (1,458           | )      | (374   | )    | (2,459  | )       |  
|                                                           
|Net cash flows                                              |                                  |  |  | 7,425           |         | 272    |         | 1,113       |        |   |  | 2,035            |        | 420    |      | 11,265  |         |  
|                                                           
|Less 10% annual discount for estimated timing of cash flows |                                  |  |  | (3,097          | )       | 212    |         | (250        | )      |   |  | (878             | )      | (135   | )    | (4,148  | )       |  
|                                                           
|Discounted cash flows                                       |                                  |  |  | 4,328           |         | 484    |         | 863         |        |   |  | 1,157            |        | 285    |      | 7,117   |         |  
|                                                           
|2007                                                        |                                  |  |  |                 |         |        |         |             |        |   |  |                  |        |        |      |         |         |  
|                                                            |                                  | 
|Future cash inflows 1                                       |                                  |  |  | 24,094          |         | 37,256 |         | 7,140       |        |   |  | 13,836           |        | 3,234  |      | 85,560  |         |  
|                                                            |                                  | 
|Future costs                                                |                                  |  |  |                 |         |        |         |             |        |   |  |                  |        |        |      |         |         |  
|                                                            |                                  | 
|                                                            | Transportation                   |  |  |                 | (584    | )      | (772    | )           | (194   | ) |  |                  | (607   | )      | (60  | )       | (2,217  | )
|                                                            |                                  | 
|                                                            | Production                       |  |  |                 | (7,042  | )      | (16,090 | )           | (2,028 | ) |  |                  | (2,234 | )      | (456 | )       | (27,850 | )
|                                                            |                                  | 
|                                                            | Development and site restoration |  |  |                 | (2,911  | )      | (6,001  | )           | (1,851 | ) |  |                  | (1,194 | )      | (214 | )       | (12,171 | )
|                                                           
|                                                            | Future costs                     |  |  |                 | (10,537 | )      | (22,863 | )           | (4,073 | ) |  |                  | (4,035 | )      | (730 | )       | (42,238 | )
|                                                           
|Future inflows before income taxes                          |                                  |  |  | 13,557          |         | 14,393 |         | 3,067       |        |   |  | 9,801            |        | 2,504  |      | 43,322  |         |  
|                                                            |                                  | 
|Future income & production revenue taxes                    |                                  |  |  | (2,915          | )       | (8,026 | )       | (1,585      | )      |   |  | (3,964           | )      | (1,013 | )    | (17,503 | )       |  
|                                                           
|Net cash flows                                              |                                  |  |  | 10,642          |         | 6,367  |         | 1,482       |        |   |  | 5,837            |        | 1,491  |      | 25,819  |         |  
|                                                           
|Less 10% annual discount for estimated timing of cash flows |                                  |  |  | (4,557          | )       | (1,271 | )       | (371        | )      |   |  | (2,321           | )      | (521   | )    | (9,041  | )       |  
|                                                           
|Discounted cash flows                                       |                                  |  |  | 6,085           |         | 5,096  |         | 1,111       |        |   |  | 3,516            |        | 970    |      | 16,778  |         |  
|                                                           

Notes:

32TALISMAN ENERGYANNUAL INFORMATION
FORM

---



Principal Sources of Changes in Discounted Cash
Flows

|Years ended December 31(millions of C$)                    |  | 2009    |  | 2008    |   | 2007   |   | 
|---------------------------------------------------------- |  | ------- |  | ------- | - | ------ | - | 
|                                                          
|Sales of oil and gas produced net of production costs      |  | (4,280) |  | (7,562  | ) | (5,923 | ) | 
|                                                           |  |        
|Net change in prices                                       |  | 4,901   |  | (15,881 | ) | 10,218 |   | 
|                                                           |  |        
|Net change in transportation costs                         |  | 223     |  | (73     | ) | 316    |   | 
|                                                           |  |        
|Net changes in production costs                            |  | (706)   |  | (1,049  | ) | (1,359 | ) | 
|                                                           |  |        
|Net changes in future development & site restoration costs |  | (710)   |  | (842    | ) | (719   | ) | 
|                                                           |  |        
|Development costs incurred during year                     |  | 1,677   |  | 2,066   |   | 1,955  |   | 
|                                                           |  |        
|Extensions, discoveries and improved recovery              |  | 1,062   |  | 708     |   | 1,451  |   | 
|                                                           |  |        
|Revisions of previous reserves estimates                   |  | 406     |  | (141    | ) | 1,515  |   | 
|                                                           |  |        
|Net purchases                                              |  | 17      |  | 33      |   | 176    |   | 
|                                                           |  |        
|Net sales of reserves in place                             |  | (807)   |  | (371    | ) | (929   | ) | 
|                                                           |  |        
|Accretion of discount                                      |  | 832     |  | 2,839   |   | 2,055  |   | 
|                                                           |  |        
|Net change in taxes                                        |  | (1,460) |  | 9,930   |   | (4,076 | ) | 
|                                                           |  |        
|Other                                                      |  | (82)    |  | 682     |   | (921   | ) | 
|                                                          
|Net change                                                 |  | 1,073   |  | (9,661  | ) | 3,759  |   | 
|                                                          

TALISMAN ENERGYANNUAL INFORMATION
FORM33

---





Results of Operations from Oil and Gas Producing Activities

|Year ended December 31                                 |  | North America 2                          |   |     |   |       |   | Southeast Asia 5 |  |           |  |           |  
|------------------------------------------------------ |  | ---------------------------------------- | - | --- | - | ----- | - | ---------------- |  | --------- |  | --------- | -
|(millions of C$)                                       |  | Canada                                   |   | US  |   | UK 3  |   | Scandinavia 4    |  | Indonesia |  | Other SEA |  
|                                                      
|2009                                                   |  |                                          |   |     |   |       |   |                  |  |           |  |           |  
|Net oil and gas revenue derived from proved reserves 1 |  | 1,667                                    |   | 126 |   | 2,183 |   | 986              |  | 700       |  | 620       |  
|                                                       |  |                                          |   |    
|Less:                                                  |  | Production costs                         |   | 555 |   | 30    |   | 872              |  | 285       |  | 104       |  
|                                                       |  |                                          |   |    
|                                                       |  | Transportation                           |   | 55  |   | 4     |   | 46               |  | 54        |  | 55        |  
|                                                       |  |                                          |   |    
|                                                       |  | Exploration and dry hole expense         |   | 222 |   | 53    |   | 48               |  | 92        |  | 26        |  
|                                                       |  |                                          |   |    
|                                                       |  | Depreciation, depletion and amortization |   | 894 |   | 151   |   | 837              |  | 411       |  | 51        |  
|                                                       |  |                                          |   |    
|                                                       |  | Tax expense (recovery)                   |   | (15 | ) | (43   | ) | 255              |  | 112       |  | 219       |  
|                                                      
|Results of operations                                  |  | (44                                      | ) | (69 | ) | 125   |   | 32               |  | 245       |  | (164      | )
|                                                      

|                                                       |  | North America 2                          |  | UK 3  |  | Scandinavia 4 |  | Southeast Asia 5 |  | Other 6 |  | Total | 
|------------------------------------------------------ |  | ---------------------------------------- |  | ----- |  | ------------- |  | ---------------- |  | ------- |  | ----- | 
|                                                      
|2008                                                   |  |                                          |  |       |  |               |  |                  |  |         |  |       | 
|Net oil and gas revenue derived from proved reserves 1 |  | 3,272                                    |  | 3,548 |  | 1,235         |  | 1,413            |  | 418     |  | 9,886 | 
|                                                       |  |                                          |  |      
|Less:                                                  |  | Production costs                         |  | 594   |  | 1,009         |  | 280              |  | 195     |  | 34    | 
|                                                       |  |                                          |  |      
|                                                       |  | Transportation                           |  | 68    |  | 52            |  | 35               |  | 48      |  | 9     | 
|                                                       |  |                                          |  |      
|                                                       |  | Exploration and dry hole expense         |  | 444   |  | 148           |  | 141              |  | 87      |  | 117   | 
|                                                       |  |                                          |  |      
|                                                       |  | Depreciation, depletion and amortization |  | 1,079 |  | 1,150         |  | 477              |  | 251     |  | 61    | 
|                                                       |  |                                          |  |      
|                                                       |  | Tax expense                              |  | 270   |  | 658           |  | 224              |  | 392     |  | 115   | 
|                                                      
|Results of operations                                  |  | 817                                      |  | 531   |  | 78            |  | 440              |  | 82      |  | 1,948 | 
|                                                      
|2007                                                   |  |                                          |  |       |  |               |  |                  |  |         |  |       | 
|Net oil and gas revenue derived from proved reserves 1 |  | 2,670                                    |  | 2,942 |  | 899           |  | 1,254            |  | 411     |  | 8,176 | 
|                                                       |  |                                          |  |      
|Less:                                                  |  | Production costs                         |  | 538   |  | 992           |  | 289              |  | 169     |  | 39    | 
|                                                       |  |                                          |  |      
|                                                       |  | Transportation                           |  | 66    |  | 70            |  | 35               |  | 47      |  | 8     | 
|                                                       |  |                                          |  |      
|                                                       |  | Exploration and dry hole expense         |  | 525   |  | 148           |  | 116              |  | 70      |  | 142   | 
|                                                       |  |                                          |  |      
|                                                       |  | Depreciation, depletion and amortization |  | 1,030 |  | 626           |  | 341              |  | 243     |  | 59    | 
|                                                       |  |                                          |  |      
|                                                       |  | Tax expense                              |  | 116   |  | 643           |  | 95               |  | 359     |  | 102   | 
|                                                      
|Results of operations                                  |  | 395                                      |  | 463   |  | 23            |  | 366              |  | 61      |  | 1,308 | 
|                                                      

Notes:

34TALISMAN ENERGYANNUAL INFORMATION
FORM

---



Capitalized Costs Relating to Oil and Gas
Activities

|Year ended December 31          |  | North America 1                                      |  |       |  |       |  | Southeast Asia 4 |  |           |  |           | 
|------------------------------- |  | ---------------------------------------------------- |  | ----- |  | ----- |  | ---------------- |  | --------- |  | --------- | 
|(millions of C$)                |  | Canada                                               |  | US    |  | UK 2  |  | Scandinavia 3    |  | Indonesia |  | Other SEA | 
|                               
|2009                            |  |                                                      |  |       |  |       |  |                  |  |           |  |           | 
|Proved properties               |  | 7,106                                                |  | 1,351 |  | 8,603 |  | 3,313            |  | 1,275     |  | 2,635     | 
|                                |  |                                                      |  |      
|Unproved properties             |  | 856                                                  |  | 410   |  | 435   |  | 136              |  | 70        |  | 490       | 
|                                |  |                                                      |  |      
|Incomplete wells and facilities |  | 30                                                   |  | 10    |  | 9     |  | 7                |  | 2         |  | 56        | 
|                               
|                                |  |                                                      |  | 7,992 |  | 1,771 |  | 9,047            |  | 3,456     |  | 1,347     | 
|                                |  |                                                      |  |      
|Less:                           |  | Accumulated depreciation, depletion and amortization |  | 1,064 |  | 608   |  | 4,498            |  | 1,414     |  | 488       | 
|                               
|Net capitalized costs           |  | 6,928                                                |  | 1,163 |  | 4,549 |  | 2,042            |  | 859       |  | 2,005     | 
|                               

|                                |  | North America 1                                      |  | UK 2   |  | Scandinavia 3 |  | Southeast Asia 4 |  | Other 5 |  | Total  | 
|------------------------------- |  | ---------------------------------------------------- |  | ------ |  | ------------- |  | ---------------- |  | ------- |  | ------ | 
|                               
|2008                            |  |                                                      |  |        |  |               |  |                  |  |         |  |        | 
|Proved properties               |  | 9,354                                                |  | 8,559  |  | 2,638         |  | 3,934            |  | 731     |  | 25,216 | 
|                                |  |                                                      |  |       
|Unproved properties             |  | 774                                                  |  | 569    |  | 227           |  | 522              |  | 650     |  | 2,742  | 
|                                |  |                                                      |  |       
|Incomplete wells and facilities |  | 218                                                  |  | 23     |  | 8             |  | 71               |  | 42      |  | 362    | 
|                               
|                                |  |                                                      |  | 10,346 |  | 9,151         |  | 2,873            |  | 4,527   |  | 1,423  | 
|                                |  |                                                      |  |       
|Less:                           |  | Accumulated depreciation, depletion and amortization |  | 1,911  |  | 4,329         |  | 1,064            |  | 1,548   |  | 351    | 
|                               
|Net capitalized costs           |  | 8,435                                                |  | 4,822  |  | 1,809         |  | 2,979            |  | 1,072   |  | 19,117 | 
|                               
|2007                            |  |                                                      |  |        |  |               |  |                  |  |         |  |        | 
|Proved properties               |  | 7,883                                                |  | 8,232  |  | 2,327         |  | 2,675            |  | 596     |  | 21,713 | 
|                                |  |                                                      |  |       
|Unproved properties             |  | 326                                                  |  | 922    |  | 192           |  | 232              |  | 57      |  | 1,729  | 
|                                |  |                                                      |  |       
|Incomplete wells and facilities |  | 166                                                  |  | 71     |  | 7             |  | 53               |  | 5       |  | 302    | 
|                               
|                                |  |                                                      |  | 8,375  |  | 9,225         |  | 2,526            |  | 2,960   |  | 658    | 
|                                |  |                                                      |  |       
|Less:                           |  | Accumulated depreciation, depletion and amortization |  | 1,167  |  | 3,561         |  | 753              |  | 991     |  | 221    | 
|                               
|Net capitalized costs           |  | 7,208                                                |  | 5,664  |  | 1,773         |  | 1,969            |  | 437     |  | 17,051 | 
|                               

Notes:

TALISMAN ENERGYANNUAL INFORMATION
FORM35

---





Costs Incurred in Oil and Gas Activities

|                                        |          | North America 1 |     |     |     |      |   | Southeast Asia 4 |   |           |   |           |    
|--------------------------------------- | -------- | --------------- | --- | --- | --- | ---- | - | ---------------- | - | --------- | - | --------- | ---
|Years ended December 31(millions of C$) |          | Canada          |     | US  |     | UK 2 |   | Scandinavia 3    |   | Indonesia |   | Other
SEA |    
|                                       
|2009                                    |          |                 |     |     |     |      |   |                  |   |           |   |           |    
|Property acquisition costs              |          |                 |     |     |     |      |   |                  |   |           |   |           |    
|                                        |          |                
|                                        | Proved   |                 | 147 |     | 1   |      |  |                  |  |           | 2 |           |   
|                                        |          |                
|                                        | Unproved |                 | 394 |     | 392 |      |  |                  |  |           | 8 |           | 343
|                                        |          |                
|Exploration costs                       |          | 339             |     | 188 |     | 149  |   | 157              |   | 28        |   | 195       |    
|                                        |          |                
|Development costs                       |          | 436             |     | 120 |     | 523  |   | 578              |   | 43        |   | 385       |    
|                                        |          |                
|Asset retirement costs                  |          | (17             | )   | 4   |     | 208  |   | 41               |   | 10        |   | 5         |    
|                                       
|Total costs incurred                    |          | 1,299           |     | 705 |     | 880  |   | 776              |   | 91        |   | 928       |    
|                                       

|                           |          |  |  | North
America 1 |     | UK 2  |   | Scandinavia 3 |   |  |  | Southeast
Asia 4 |     | Other 5 |     | Total |      
|-------------------------- | -------- |  |  | --------------- | --- | ----- | - | ------------- | - |  |  | ---------------- | --- | ------- | --- | ----- | -----
|                          
|2008                       |          |  |  |                 |     |       |   |               |   |  |  |                  |     |         |     |       |      
|Property acquisition costs |          |  |  |                 |     |       |   |               |   |  |  |                  |     |         |     |       |      
|                           |          | 
|                           | Proved   |  |  |                 | 71  |       |  |               |  |  |  |                  |    |         |    |       | 71   
|                           |          | 
|                           | Unproved |  |  |                 | 833 |       |  |               |  |  |  |                  | 6   |         | 430 |       | 1,269
|                           |          | 
|Exploration costs          |          |  |  | 770             |     | 188   |   | 165           |   |  |  | 303              |     | 159     |     | 1,585 |      
|                           |          | 
|Development costs          |          |  |  | 965             |     | 576   |   | 720           |   |  |  | 452              |     | 33      |     | 2,746 |      
|                           |          | 
|Asset retirement costs     |          |  |  | 45              |     | 48    |   | 3             |   |  |  | 9                |     | 1       |     | 106   |      
|                          
|Total costs incurred       |          |  |  | 2,684           |     | 812   |   | 888           |   |  |  | 770              |     | 623     |     | 5,777 |      
|                          
|2007                       |          |  |  |                 |     |       |   |               |   |  |  |                  |     |         |     |       |      
|Property acquisition costs |          |  |  |                 |     |       |   |               |   |  |  |                  |     |         |     |       |      
|                           |          | 
|                           | Proved   |  |  |                 | 23  |       |  |               |  |  |  |                  | 253 |         |    |       | 276  
|                           |          | 
|                           | Unproved |  |  |                 | 122 |       |  |               |  |  |  |                  | 156 |         | 10  |       | 288  
|                           |          | 
|Exploration costs          |          |  |  | 749             |     | 246   |   | 148           |   |  |  | 171              |     | 144     |     | 1,458 |      
|                           |          | 
|Development costs          |          |  |  | 849             |     | 1,007 |   | 465           |   |  |  | 340              |     | 64      |     | 2,725 |      
|                           |          | 
|Asset retirement costs     |          |  |  | 121             |     |      |   | 124           |   |  |  | 53               |     | 8       |     | 306   |      
|                          
|Total costs incurred       |          |  |  | 1,864           |     | 1,253 |   | 737           |   |  |  | 973              |     | 226     |     | 5,053 |      
|                          

Notes:

36TALISMAN ENERGYANNUAL INFORMATION
FORM

---



Product Netbacks After
Royalties 1,2

|Net of Royalties  US$ |                           | 2009            |  | 2008  |  | 2007  |   |      
|---------------------- | ------------------------- | --------------- |  | ----- |  | ----- | - | -----
|                      
|North America          |                           |                 |  |       |  |       |   |      
|                       | Oil and liquids (US$/bbl) |                 |  |       |  |       |   |      
|                       |                           |                
|                       |                           | Sales price     |  | 48.13 |  | 81.96 |   | 55.75
|                       |                           |                
|                       |                           | Hedging gain    |  |      |  | 0.01  |   | 1.96 
|                       |                           |                
|                       |                           | Transportation  |  | 0.65  |  | 0.49  |   | 0.51 
|                       |                           |                
|                       |                           | Operating costs |  | 12.71 |  | 13.10 |   | 11.80
|                      
|                       |                           | 34.77           |  | 68.38 |  | 45.40 |   |      
|                      
|                       | Natural gas (US$/mcf)     |                 |  |       |  |       |   |      
|                       |                           |                
|                       |                           | Sales price     |  | 4.12  |  | 8.23  |   | 6.40 
|                       |                           |                
|                       |                           | Hedging gain    |  |      |  |      |   | 0.30 
|                       |                           |                
|                       |                           | Transportation  |  | 0.17  |  | 0.22  |   | 0.21 
|                       |                           |                
|                       |                           | Operating costs |  | 1.43  |  | 1.55  |   | 1.35 
|                      
|                       |                           | 2.52            |  | 6.46  |  | 5.14  |   |      
|                      
|UK                     |                           |                 |  |       |  |       |   |      
|                       |                           |                
|                       | Oil and liquids (US$/bbl) |                 |  |       |  |       |   |      
|                       |                           |                
|                       |                           | Sales price     |  | 59.86 |  | 94.17 |   | 72.06
|                       |                           |                
|                       |                           | Hedging loss    |  |      |  | (0.82 | ) | (0.22
|                       |                           |                
|                       |                           | Transportation  |  | 1.07  |  | 1.11  |   | 1.47 
|                       |                           |                
|                       |                           | Operating costs |  | 24.08 |  | 27.81 |   | 23.76
|                      
|                       |                           | 34.71           |  | 64.43 |  | 46.61 |   |      
|                      
|                       | Natural gas (US$/mcf)     |                 |  |       |  |       |   |      
|                       |                           |                
|                       |                           | Sales price     |  | 4.14  |  | 9.14  |   | 6.70 
|                       |                           |                
|                       |                           | Transportation  |  | 0.96  |  | 0.77  |   | 0.37 
|                       |                           |                
|                       |                           | Operating costs |  | 0.13  |  | 0.46  |   | 1.12 
|                      
|                       |                           | 3.05            |  | 7.91  |  | 5.21  |   |      
|                      
|Scandinavia            |                           |                 |  |       |  |       |   |      
|                       |                           |                
|                       | Oil and liquids (US$/bbl) |                 |  |       |  |       |   |      
|                       |                           |                
|                       |                           | Sales price     |  | 61.06 |  | 95.13 |   | 73.60
|                       |                           |                
|                       |                           | Transportation  |  | 2.06  |  | 2.29  |   | 2.37 
|                       |                           |                
|                       |                           | Operating costs |  | 18.69 |  | 22.13 |   | 23.96
|                      
|                       |                           | 40.31           |  | 70.71 |  | 47.27 |   |      
|                      
|                       | Natural gas (US$/mcf)     |                 |  |       |  |       |   |      
|                       |                           |                
|                       |                           | Sales price     |  | 5.13  |  | 6.70  |   | 4.50 
|                       |                           |                
|                       |                           | Transportation  |  | 1.02  |  | 0.90  |   | 1.15 
|                       |                           |                
|                       |                           | Operating costs |  | 0.81  |  |      |   |     
|                      
|                       |                           | 3.30            |  | 5.80  |  | 3.35  |   |      
|                      

TALISMAN ENERGYANNUAL INFORMATION
FORM37

---



Product Netbacks After
Royalties 1,2 (continued)

|Net of Royalties  US$ |                           | 2009                |  | 2008  |  | 2007  |  
|---------------------- | ------------------------- | ------------------- |  | ----- |  | ----- | -
|                      
|Southeast Asia         |                           |                     |  |       |  |       |  
|                       |                           |                    
|                       | Oil and liquids (US$/bbl) |                     |  |       |  |       |  
|                       |                           |                    
|                       |                           | Sales price         |  | 62.32 |  | 94.64 |  
|                       |                           |                    
|                       |                           | Transportation      |  | 0.53  |  | 0.73  |  
|                       |                           |                    
|                       |                           | Operating costs     |  | 16.54 |  | 23.40 |  
|                      
|                       |                           | 45.25               |  | 70.51 |  | 62.66 |  
|                      
|                       | Natural gas (US$/mcf)     |                     |  |       |  |       |  
|                       |                           |                    
|                       |                           | Sales price         |  | 5.60  |  | 9.49  |  
|                       |                           |                    
|                       |                           | Transportation      |  | 0.42  |  | 0.52  |  
|                       |                           |                    
|                       |                           | Operating costs     |  | 0.58  |  | 0.61  |  
|                      
|                       |                           | 4.60                |  | 8.36  |  | 5.81  |  
|                      
|Other                  |                           |                     |  |       |  |       |  
|                       | Oil (US$/bbl)             |                     |  |       |  |       |  
|                       |                           |                    
|                       |                           | Sales price         |  | 64.83 |  | 98.73 |  
|                       |                           |                    
|                       |                           | Transportation      |  | 2.19  |  | 1.92  |  
|                       |                           |                    
|                       |                           | Operating costs     |  | 10.02 |  | 10.11 |  
|                      
|                       |                           | 52.62               |  | 86.70 |  | 67.34 |  
|                      
|Total Company          |                           |                     |  |       |  |       |  
|                       | Oil and liquids (US$/bbl) |                     |  |       |  |       |  
|                       |                           |                    
|                       |                           | Sales price         |  | 58.99 |  | 92.61 |  
|                       |                           |                    
|                       |                           | Hedging gain (loss) |  |      |  | (0.41 | )
|                       |                           |                    
|                       |                           | Transportation      |  | 1.17  |  | 1.22  |  
|                       |                           |                    
|                       |                           | Operating costs     |  | 19.61 |  | 22.78 |  
|                      
|                       |                           | 38.21               |  | 68.20 |  | 49.93 |  
|                      
|                       | Natural gas (US$/mcf)     |                     |  |       |  |       |  
|                       |                           |                    
|                       |                           | Sales price         |  | 4.63  |  | 8.57  |  
|                       |                           |                    
|                       |                           | Hedging gain        |  |      |  |      |  
|                       |                           |                    
|                       |                           | Transportation      |  | 0.30  |  | 0.32  |  
|                       |                           |                    
|                       |                           | Operating costs     |  | 1.17  |  | 1.27  |  
|                      
|                       |                           | 3.16                |  | 6.98  |  | 5.27  |  
|                      

Notes:

38TALISMAN ENERGYANNUAL INFORMATION
FORM

---





Product Netbacks (Gross) 1

The following table provides information on product netbacks on a gross basis expressed in C$ on a quarterly basis for the periods indicated.

|              |                         | 2009                |  | 2008               |  | 2007  
|------------- | ----------------------- | ------------------- |  | ------------------ |  | ------
|              |                         | Total               |  | Three months ended |  | Total 
|C$ Gross      |                         | Year                |  | Dec 31             |  | Sep 30
|             
|North America |                         |                     |  |                    |  |       
|              |                         |                    
|              | Oil and liquids ($/bbl) |                     |  |                    |  |       
|              |                         |                    
|              |                         | Sales price         |  | 54.96              |  | 64.24 
|              |                         |                    
|              |                         | Hedging gain (loss) |  |                   |  |      
|              |                         |                    
|              |                         | Royalties           |  | 11.29              |  | 15.37 
|              |                         |                    
|              |                         | Transportation      |  | 0.59               |  | 0.50  
|              |                         |                    
|              |                         | Operating costs     |  | 11.53              |  | 12.45 
|             
|              |                         | 31.55               |  | 35.92              |  | 38.75 
|             
|              | Natural gas ($/mcf)     |                     |  |                    |  |       
|              |                         |                    
|              |                         | Sales price         |  | 4.70               |  | 4.86  
|              |                         |                    
|              |                         | Hedging gain        |  |                   |  |      
|              |                         |                    
|              |                         | Royalties           |  | 0.46               |  | 0.34  
|              |                         |                    
|              |                         | Transportation      |  | 0.18               |  | 0.19  
|              |                         |                    
|              |                         | Operating costs     |  | 1.47               |  | 1.40  
|             
|              |                         | 2.59                |  | 2.93               |  | 2.14  
|             
|UK            |                         |                     |  |                    |  |       
|              |                         |                    
|              | Oil and liquids ($/bbl) |                     |  |                    |  |       
|              |                         |                    
|              |                         | Sales price         |  | 68.36              |  | 78.78 
|              |                         |                    
|              |                         | Hedging gain (loss) |  |                   |  |      
|              |                         |                    
|              |                         | Royalties           |  | 0.17               |  | 0.27  
|              |                         |                    
|              |                         | Transportation      |  | 1.22               |  | 1.59  
|              |                         |                    
|              |                         | Operating costs     |  | 27.43              |  | 30.00 
|             
|              |                         | 39.54               |  | 46.92              |  | 38.11 
|             
|              | Natural gas ($/mcf)     |                     |  |                    |  |       
|              |                         |                    
|              |                         | Sales price         |  | 5.86               |  | 4.41  
|              |                         |                    
|              |                         | Royalties           |  |                   |  |      
|              |                         |                    
|              |                         | Transportation      |  | 1.17               |  | 0.87  
|              |                         |                    
|              |                         | Operating costs     |  | 0.93               |  |      
|             
|              |                         | 3.76                |  | 3.54               |  | 0.57  
|             
|Scandinavia   |                         |                     |  |                    |  |       
|              |                         |                    
|              | Oil and liquids ($/bbl) |                     |  |                    |  |       
|              |                         |                    
|              |                         | Sales price         |  | 69.73              |  | 77.61 
|              |                         |                    
|              |                         | Royalties           |  |                   |  |      
|              |                         |                    
|              |                         | Transportation      |  | 2.36               |  | 2.28  
|              |                         |                    
|              |                         | Operating costs     |  | 21.34              |  | 18.79 
|             
|              |                         | 46.03               |  | 56.54              |  | 47.02 
|             
|              | Natural gas ($/mcf)     |                     |  |                    |  |       
|              |                         |                    
|              |                         | Sales price         |  | 5.86               |  | 4.99  
|              |                         |                    
|              |                         | Transportation      |  | 1.17               |  | 1.04  
|              |                         |                    
|              |                         | Operating costs     |  | 0.93               |  | 0.76  
|             
|              |                         | 3.76                |  | 3.19               |  | 2.09  
|             

See footnote on page 40.

TALISMAN ENERGYANNUAL INFORMATION
FORM39

---



Product Netbacks (Gross) 1
(continued)

|               |                         | 2009                |  | 2008               |  | 2007  
|-------------- | ----------------------- | ------------------- |  | ------------------ |  | ------
|               |                         | Total               |  | Three months ended |  | Total 
|C$ Gross       |                         | Year                |  | Dec 31             |  | Sep 30
|              
|Southeast Asia |                         |                     |  |                    |  |       
|               |                         |                    
|               | Oil and liquids ($/bbl) |                     |  |                    |  |       
|               |                         |                    
|               |                         | Sales price         |  | 71.17              |  | 84.26 
|               |                         |                    
|               |                         | Royalties           |  | 26.33              |  | 32.00 
|               |                         |                    
|               |                         | Transportation      |  | 0.38               |  | 0.32  
|               |                         |                    
|               |                         | Operating costs     |  | 11.90              |  | 12.60 
|              
|               |                         | 32.56               |  | 39.34              |  | 35.43 
|              
|               | Natural gas ($/mcf)     |                     |  |                    |  |       
|               |                         |                    
|               |                         | Sales price         |  | 6.40               |  | 7.19  
|               |                         |                    
|               |                         | Royalties           |  | 1.87               |  | 2.17  
|               |                         |                    
|               |                         | Transportation      |  | 0.34               |  | 0.40  
|               |                         |                    
|               |                         | Operating costs     |  | 0.47               |  | 0.46  
|              
|               |                         | 3.72                |  | 4.16               |  | 4.28  
|              
|Other          |                         |                     |  |                    |  |       
|               |                         |                    
|               | Oil ($/bbl)             |                     |  |                    |  |       
|               |                         |                    
|               |                         | Sales price         |  | 74.03              |  | 100.59
|               |                         |                    
|               |                         | Royalties           |  | 32.28              |  | 59.07 
|               |                         |                    
|               |                         | Transportation      |  | 1.41               |  | 1.43  
|               |                         |                    
|               |                         | Operating costs     |  | 6.45               |  | 5.73  
|              
|               |                         | 33.89               |  | 34.36              |  | 27.76 
|              
|Total Company  |                         |                     |  |                    |  |       
|               |                         |                    
|               | Oil and liquids ($/bbl) |                     |  |                    |  |       
|               |                         |                    
|               |                         | Sales price         |  | 67.36              |  | 79.18 
|               |                         |                    
|               |                         | Hedging gain (loss) |  |                   |  |      
|               |                         |                    
|               |                         | Royalties           |  | 9.48               |  | 13.22 
|               |                         |                    
|               |                         | Transportation      |  | 1.15               |  | 1.29  
|               |                         |                    
|               |                         | Operating costs     |  | 19.24              |  | 19.99 
|              
|               |                         | 37.49               |  | 44.68              |  | 38.20 
|              
|               | Natural gas ($/mcf)     |                     |  |                    |  |       
|               |                         |                    
|               |                         | Sales price         |  | 5.29               |  | 5.61  
|               |                         |                    
|               |                         | Hedging gain        |  |                   |  |      
|               |                         |                    
|               |                         | Royalties           |  | 0.87               |  | 0.89  
|               |                         |                    
|               |                         | Transportation      |  | 0.29               |  | 0.33  
|               |                         |                    
|               |                         | Operating costs     |  | 1.11               |  | 1.04  
|              
|               |                         | 3.02                |  | 3.35               |  | 2.82  
|              

Note:

40TALISMAN ENERGYANNUAL INFORMATION
FORM

---





Additional Information

Future commitments to buy, sell, exchange, process and transport oil or gas of the Company are described under note 16 entitled "Contingencies and Commitments" in the
audited Consolidated Financial Statements of the Company for the year ended December 31, 2009, which information is incorporated herein by reference.

Competitive Conditions

The oil and gas industry, both within North America and internationally, is highly competitive in all aspects of the business. The Company actively competes for the acquisition
of properties, the exploration for and development of new sources of supply, the contractual services for oil and gas drilling and production equipment and services, the transportation and marketing
of current production and industry personnel. With respect to the exploration, development and marketing of oil and natural gas, the Company's competitors include major integrated oil and gas
companies, numerous other independent oil and gas companies, individual producers and operators and national oil companies. A number of the Company's competitors have financial and other resources
substantially in excess of those available to the Company. In addition, oil and gas producers in general compete indirectly against others engaged in supplying alternative forms of energy, fuel and
related products to consumers.

Corporate Responsibility and Environmental Protection

Corporate Policies

Talisman has formal policies and procedures that support the Company's commitment to corporate responsibility. Talisman's Policy on
Business Conduct and Ethics ("PBCE"), a statement of the Company's ethical principles, is the foundation of the Company's corporate responsibility framework. As a condition of employment, all
employees of Talisman are required to read the PBCE and understand how it relates to his or her business dealings.

In
2009, Talisman's PBCE was updated to include reference to our Integrity Matters hotline, which is a vehicle for employees, vendors, independent contract workers or any other stakeholder to raise
any serious grievances regarding Talisman on any topic. The Company also launched its Online Ethics Awareness Training course in January 2009, which was revised for the annual launch in
January 2010. The purpose of the training is to provide employees and contractors the opportunity to review the Company's expectations for their ethical behaviour and apply ethical
decision-making skills to their activities as they relate to Talisman's operations. All employees and directors are also required to complete a declaration annually, which confirms their compliance
with the PBCE or, alternatively, to disclose any exceptions. When exceptions are reported, they are reviewed individually by the Chief Executive Officer and reported to the Board of Directors.

Talisman
also has a security policy (the "Security Policy"). Both the PBCE and the Security Policy incorporate reference to the Voluntary Principles on Security and Human Rights
(the "VP's"). Having become the first Canadian company to join the VP's in 2008, Talisman continues to work on implementing the VP's and will report to the VP's Plenary Session on performance
again in 2010.

Health, Safety and Environmental Protection

The Board of Directors and all executive officers are responsible for Talisman's health, safety, security, environment and
operational integrity ("HSSE/OI") performance. Talisman's Health, Safety, Environment and Corporate Responsibility ("HSECR") Committee of the Board of Directors and the Company's executive officers,
regularly review HSSE/OI policies, management systems and internal controls, performance reports, significant issues, exposures and strategic initiatives, and Talisman's Corporate Responsibility
Report.

Talisman
has a Senior Vice-President of HSSE/OI and a Global HSSE/OI leadership team with representation from each of Talisman's regional HSSE/OI organizations. The Global HSSE/OI
functional structure improves HSE performance and measures performance objectively. In addition, Global HSSE/OI teams have been create to develop Global HSSE/OI standards, share best practices and
increase awareness across the regions regarding HSSE/OI management and risk mitigation. Talisman's regional operations are empowered to organize their HSSE/OI programs and systems in ways that are
locally meaningful and that address their unique risks and priorities while still adhering to internal standards. Finally, a New Ventures team provides HSSE/OI operational support and expertise
for Talisman's new country entries.

TALISMAN ENERGYANNUAL INFORMATION
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The
goal of Talisman's Global Health, Safety and Environment Policy ("the HSE Policy") is to "create a working environment such that we cause no harm to people, and where we minimize our impact
on the environment." To achieve this, the HSE Policy states that Talisman will:

In
order to ensure that the HSE Policy is implemented, Talisman maintains a coherent, integrated HSSE/OI management framework with supporting processes to achieve its HSSE/OI objectives in a
structured way. Mandatory global standards support the implementation of these management processes. Based on the HSE Policy, Talisman created a five-year plan to develop and implement
20 global HSSE/OI standards, two of which were implemented in 2009: Global Key Performance Indicator Periodic Reporting and Incident Reporting, Investigation and Analysis. Three standards were
developed in 2009 and will be implemented in 2010: Leadership and Commitment, Safety Culture and Contractor HSE Management.

Safe
operations in all Company activities is a core value. If operational results and safety ever come into conflict, Talisman employees and contractors are empowered to choose safety over operational
results and Talisman will support that choice. Talisman's safety culture is driven by strong commitment from senior management and safety accountability at all levels of the organization.

Talisman
has systems for minimizing environmental impacts; compliance with legislation, permits, and licences; and assessment of risks. Talisman regularly reports to and consults with government
agencies in its operating regions and submits to routine regulatory inspections. Internal and third party audits are conducted regularly to ensure that operations comply with legislation, facility
permits and licences, and internal standards. The Company also conducts environmental due diligence on applicable asset and corporate acquisitions to identify and properly account for
pre-existing environmental liabilities. Talisman does not expect to incur material costs above typical compliance with environmental regulation in 2010.

More
information about Talisman's corporate responsibility and environmental policies and performance is available on the Company's corporate website at www.talisman-energy.com. The information
available on the website includes the PBCE, Security Policy, Talisman's annual Corporate Responsibility Report and the HSE Policy.

Employees

At December 31, 2009, Talisman's permanent staff complement was 2,921, as set forth in the table below.

|                |  | Permanent Staff complement 1
as at December 31, 2009 | 
|--------------- |  | ---------------------------------------------------- | 
|               
|North America   |  | 1,796                                                | 
|                |  |                                                     
|UK              |  | 360                                                  | 
|                |  |                                                     
|Scandinavia     |  | 232                                                  | 
|                |  |                                                     
|Southeast Asia  |  | 445                                                  | 
|                |  |                                                     
|Rest of World 2 |  | 88                                                   | 
|               
|Total           |  | 2,921                                                | 
|               

Notes:

42TALISMAN ENERGYANNUAL INFORMATION
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DESCRIPTION OF CAPITAL STRUCTURE

Share Capital

The Company's authorized share capital consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of first and second preferred
shares. All of the Common Shares are fully paid and non-assessable. As at the date of this Annual Information Form, no preferred shares are outstanding.

Holders
of Common Shares are entitled to receive notice of and to attend all annual and special meetings of shareholders. Each Common Share carries with it the right to one vote. Subject to the rights
of holders of other classes of shares of the Company who are entitled to receive dividends in priority to or rateable with the Common Shares, the Board of Directors may, in its sole discretion,
declare dividends on the Common Shares to the exclusion of any other class of shares of the Company. In the event of liquidation, dissolution or winding up of the Company or any other distribution of
assets of the Company among its shareholders for the purpose of winding up its affairs, and subject to the rights of other classes of shares on a priority basis, the holders of Common Shares are
entitled to participate rateably in any distribution of any assets of the Company.

The
first preferred shares are issuable in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions as are
determined before issue by the Board of Directors of the Company. Each series of first preferred shares would rank on a parity with the first preferred shares of every other series with respect to
declared or accumulated dividends and return of capital. In addition, the first preferred shares are entitled to a preference over the second preferred shares and the Common Shares with respect to the
payment of dividends and the distribution of assets of the
Company in the event of liquidation, dissolution or winding up of the Company. Except as required by law, the first preferred shares are not entitled to receive notice of meetings of shareholders. The
first preferred shares are only entitled to voting rights if determined by the Board of Directors prior to the issuance of any series and if the Company fails to pay dividends on that series for a
period in excess of twelve months.

The
second preferred shares are issuable in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions as are
determined before issue by the Board of Directors of the Company. Each series of second preferred shares would rank on a parity with the second preferred shares of every other series with respect to
declared or accumulated dividends and return of capital. In addition, the second preferred shares are entitled to a preference over the Common Shares with respect to the payment of dividends and the
distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company. Except as required by law, the second preferred shares are not entitled to receive notice
of meetings of shareholders. The second preferred shares are only entitled to voting rights if determined by the Board of Directors prior to the issuance of any series and if the Company fails to pay
dividends on that series for a period in excess of twelve months.

Ratings

The following table outlines the ratings assigned to the Company by credit rating agencies as of December 31, 2009.

|                                  |  | Standard & Poor's
Rating Services
("S&P") |  | Moody's Investors
Services
("Moody's") |  | DBRS Limited
("DBRS") | 
|--------------------------------- |  | ----------------------------------------- |  | -------------------------------------- |  | --------------------- | 
|                                 
|Senior Unsecured/Long-Term Rating |  | BBB                                       |  | Baa2                                   |  | BBB (high)            | 
|                                  |  |                                          
|Outlook                           |  | Stable                                    |  | Negative                               |  | Stable                | 
|                                 

Credit ratings are intended to provide investors with an independent measure of the credit quality of an issue of securities and are indicators of the
likelihood of payment and of the capacity of a company to meet its financial commitment on the rated obligation in accordance with the terms of the rated obligation.

The
credit ratings assigned to the Company's senior unsecured long-term debt securities are not recommendations to purchase, hold or sell the debt securities and may be revised or
withdrawn entirely at any time by a rating agency. Credit ratings may not reflect the potential impact of all risks or the value of the debt securities. In addition, real or anticipated changes in the
rating assigned to the debt securities will generally affect the market value of the debt securities. There can be no assurance that any rating will remain in

TALISMAN ENERGYANNUAL INFORMATION
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effect
for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.

S&P's
credit ratings are on a long-term debt rating scale that ranges from AAA to D, representing the range from highest to lowest quality of such securities rated. The ratings from AA to
CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. According to S&P's rating system, debt securities rated
BBB exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial
commitments on the obligations.

Moody's
credit ratings are on a long-term debt rating scale that ranges from Aaa to C, representing the range from least credit risk to greatest credit risk of such securities rated.
Moody's applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa in its long-term debt rating system. The modifier 1 indicates that
the issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower
end of that generic rating category. According to the Moody's rating system, debt securities rated within the Baa category are subject to moderate credit risk. They are considered medium grade and as
such, may possess certain speculative characteristics.

DBRS'
credit ratings are on a long-term debt rating scale that ranges from AAA to D, representing the range from highest to lowest quality of such securities rated. Each rating category
between AA and B is denoted by subcategories "high" and "low" to indicate the relative standing of a credit within a particular rating category. The absence of either a "high" or "low" designation
indicates that the rating is in the "middle" of the category. According to DBRS' rating system, long-term debt securities rated BBB are of adequate credit quality. Protection of interest
and principal is considered acceptable, but entities so rated are fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which
reduce the strength of the entity and its rated securities.

44TALISMAN ENERGYANNUAL INFORMATION
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MARKET
FOR THE SECURITIES OF THE COMPANY

The Common Shares of the Company are listed on the Toronto Stock Exchange ("TSX") and New York Stock Exchange under the trading symbol TLM. The Company's
UK£250 million 6.625% Notes are listed on the London Stock Exchange.

Trading Price and Volume

The following sets out the high and low prices and the volume of trading for the Company's Common Shares (as traded on the TSX) for the periods indicated.

|Year |  | Month     |  | High ($) |  | Low ($) |  | Volume      | 
|---- |  | --------- |  | -------- |  | ------- |  | ----------- | 
|    
|2009 |  | January   |  | 13.85    |  | 10.77   |  | 93,024,421  | 
|     |  |          
|     |  | February  |  | 13.55    |  | 9.92    |  | 93,067,767  | 
|     |  |          
|     |  | March     |  | 14.55    |  | 10.63   |  | 129,220,036 | 
|     |  |          
|     |  | April     |  | 15.84    |  | 13.01   |  | 112,177,668 | 
|     |  |          
|     |  | May       |  | 18.60    |  | 15.16   |  | 114,435,464 | 
|     |  |          
|     |  | June      |  | 18.29    |  | 15.39   |  | 91,905,642  | 
|     |  |          
|     |  | July      |  | 17.50    |  | 14.40   |  | 89,051,783  | 
|     |  |          
|     |  | August    |  | 18.11    |  | 16.40   |  | 54,713,548  | 
|     |  |          
|     |  | September |  | 19.79    |  | 16.90   |  | 72,688,913  | 
|     |  |          
|     |  | October   |  | 20.17    |  | 17.53   |  | 59,732,875  | 
|     |  |          
|     |  | November  |  | 19.18    |  | 17.65   |  | 55,074,897  | 
|     |  |          
|     |  | December  |  | 19.89    |  | 17.42   |  | 43,254,874  | 
|    

Prior Sales

In 2009, Talisman issued 12,023,390 options under its Employee Stock Option Plan.

DIVIDENDS

In 2009, the Company paid semi-annual dividends on Talisman's Common Shares totaling $0.225 per share, representing a 12.5% increase from the
semi-annual dividends paid by the Company in 2008. The dividends were paid on June 30 and December 31, 2009. Talisman's dividend policy is subject to review
semi-annually by the Board of Directors.

Talisman
confirms that all dividends paid to shareholders in 2009 are "eligible dividends" pursuant to provisions of theIncome Tax Act(Canada).
Furthermore, all dividends to be paid in 2010 and subsequent years will be eligible dividends for such purposes.

Talisman
paid the following semi-annual dividends on its Common Shares over the last three years:

|Date              |  | Rate Per Common Share | 
|----------------- |  | --------------------- | 
|                 
|June 29, 2007     |  | $0.0875               | 
|                  |  |                      
|December 31, 2007 |  | $0.0875               | 
|                  |  |                      
|June 30, 2008     |  | $0.10                 | 
|                  |  |                      
|December 30, 2008 |  | $0.10                 | 
|                  |  |                      
|June 30, 2009     |  | $0.1125               | 
|                  |  |                      
|December 31, 2009 |  | $0.1125               | 
|                 

TALISMAN ENERGYANNUAL INFORMATION
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DIRECTORS AND OFFICERS

Information is given below with respect to each of the current directors and officers of the Company. The term of office of each director expires at the end of
the May 5, 2010 annual and special meeting of shareholders.

Directors

The directors of the Company are elected annually. The following table sets out the name, city, province or state and country of residence, year first elected or appointed to
the Board, principal occupation within the past five years or more, educational qualifications and other current directorships of each of the directors of the Company as at
March 3, 2010.

|Name, City, Province or
State and Country of Residence              |  | Year First
Became Director
of the Company |  | Present Principal Occupation or Employment (including all officer positions currently held with the Company), Principal Occupation or Employment for the Past Five Years or More, Educational
Qualifications, Other Current Public Company Directorships or Directorships in Non-Public Companies, Organizations or other Entities that Require a Significant Time Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------- |  | ----------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                   
|Christiane Bergevin3,5
Montreal, Québec
Canada
Age: 47 9            |  | 2009                                      |  | Christiane Bergevin was appointed Executive Vice-President, Strategic Partnerships, Office of the President, of Desjardins Group (financial cooperative group) in August 2009. Prior to that, she was Senior
Vice-President and General Manager, Corporate Projects, with the SNC-Lavalin Group Inc. (engineering and construction group). For the 18 years prior to joining Desjardins Group, Ms. Bergevin held several executive and international
finance positions with various SNC-Lavalin subsidiaries, including as President of SNC-Lavalin Capital Inc., its finance advisory arm, between 2001 and 2008. Ms. Bergevin holds a Bachelor of Commerce degree (Honours) from McGill University
and graduated from the Wharton School of Business Advanced Management Program.
Current public company directorships 7: None.
Other current directorships 8: Chambre de Commerce du Montréal Métropolitain.                                                                                                                            
|                                                                   
|Donald J. Carty, O.C.1,4
Dallas, Texas
United States
Age: 63 9      |  | 2009                                      |  | Donald Carty served as Vice Chairman and Chief Financial Officer of Dell Inc. (global computer systems and services company) from 2007 until 2008. From 1998 to 2003, he was the Chairman and Chief Executive Officer of
AMR Corp. and American Airlines (airline transportation company). Prior to that, Mr. Carty served as President of AMR Airline Group and American Airlines. Mr. Carty was the President and Chief Executive Officer of Canadian Pacific Airlines
(airline transportation company) from March 1985 to March 1987. Mr. Carty holds an undergraduate degree and an Honorary Doctor of Laws from Queen's University and a Master's degree in Business Administration from Harvard University.
Mr. Carty is an Officer of the Order of Canada.
Current public company directorships 7: Dell, Inc., Barrick Gold Corp., Hawaiian Holdings Inc. and Gluskin Sheff & Associates, Inc.
Other current directorships 8: Porter Airlines Inc. (Chairman), Virgin America Airlines (Chairman) and Southern Methodist University.
|                                                                   
|William R.P. Dalton1,3
Scottsdale, Arizona,
United States
Age: 66 9 |  | 2005                                      |  | William Dalton was Chief Executive of HSBC Bank plc (a British Clearing Bank) from 1998 to 2004, Executive Director of HSBC Holdings plc from 1998 to 2004, Global Head of Personal Financial Services for
HSBC Group from 2002 to 2004 and held various positions in the Canadian operations of HSBC prior to 1998. Mr. Dalton holds a Bachelor of Commerce degree (Honours) and was awarded an Honorary Doctorate (Honorary Doctor of the University) by the
University of Central England in Birmingham in 2001. Mr. Dalton is a Fellow of the Chartered Institute of Bankers of the UK and the Institute of Canadian Bankers.
Current public company directorships 7: TUI Travel plc., HSBC USA Inc. and HSBC Bank USA, National Association.
Other current directorships 8: Associated Electric and Gas Insurance Services (AEGIS), AEGIS Managing Agency for Lloyds of London Syndicate 1225, United States Cold Storage Inc. and HSBC North America Holdings Inc. and
HSBC National Bank USA.                                       
|                                                                   

46TALISMAN ENERGYANNUAL INFORMATION
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|Kevin S. Dunne5,6
Tortola, British Virgin Islands
Age: 61 9            |  | 2003 |  | Kevin Dunne has held various international senior and executive management positions with BP plc (international integrated oil and gas company) including General Manager of Abu Dhabi Company for Onshore Oil
Operations (ADCO), a BP joint venture, from 1994 to 2001, Corporate Associate President of BP Indonesia from 1991 to 1994 and Corporate Head of Strategy for the BP Group based in London from 1990 to 1991. Mr. Dunne holds a Bachelor's degree in
Chemical Engineering and a Master of Science in Management degree. Mr. Dunne is a Fellow of the Institution of Chemical Engineers and a Chartered Engineer.
Current public company directorships 7: None.
Other current directorships 8: None.                                                                                                                                                                                                              
|---------------------------------------------------------------------- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      
|John A. Manzoni2,5
Calgary, Alberta, Canada
Age: 50 9                  |  | 2007 |  | John Manzoni was appointed President and Chief Executive Officer of Talisman Energy Inc. on September 1, 2007. During the past 24 years, Mr. Manzoni has held several senior strategic and operational
leadership positions with BP plc (international integrated oil and gas company) and its global group of companies. From 2002 to 2007, he served as Chief Executive, Refining and Marketing (BP Group) and was on the Board of BP plc.
Mr. Manzoni holds a Master of Science in Management degree from Stanford University and Master of Science (Petroleum Engineering) and Master of Science (Civil Engineering) degrees.
Current public company directorships 7: SAB Miller.
Other current directorships 8: None.                                                                                                                                                                                                     
|                                                                      
|Lisa A. Stewart4,6
Houston, Texas,
United States
Age: 52 9             |  | 2009 |  | Lisa Stewart became the Chief Executive Officer of Sheridan Production Partners (oil and gas production company) in September 2006. Prior to that, Ms. Stewart was President of El Paso Exploration &
Production (natural gas producer) from February 2004 to August 2006. Prior to her time at El Paso, Ms. Stewart worked for Apache Corporation for 20 years beginning in 1984 in a number of capacities. Her last position with Apache
was Executive Vice-President of Business Development and E&P Services. Ms. Stewart holds a Bachelor of Science in Petroleum Engineering from the University of Tulsa, where she is a member of the College of Engineering and Natural Sciences
Hall of Fame. She is also a member of the Society of Petroleum Engineers and IPAA and is a registered professional engineer in Texas and Oklahoma.
Current public company directorships 7: None.
Other current directorships 8: None.
|                                                                      
|Stella M. Thompson2,4,5
Calgary, Alberta, Canada
Age: 65 9             |  | 1995 |  | Stella Thompson was the co-founder and Principal of Governance West Inc. (corporate governance consulting company) from 1996 to 2008 and was the President of Stellar Energy Ltd. (energy and management consulting
company) from 1991 to 1996. Ms. Thompson was Vice-President, Planning, Business Information & Systems of Petro-Canada Products (petroleum refining and marketing company) prior to June 1991. Ms. Thompson holds a Bachelor of
Arts degree in Economics and a Master of Arts degree in Economics and has been awarded the ICD.D designation by the Institute of Corporate Directors.
Current public company directorships 7: Resverlogix Corp.
Other current directorships 8: Atomic Energy of Canada Ltd., Alberta's Electricity Balancing Pool, Calgary Airport Authority, Genome Alberta (Vice Chair) and Provincial Audit Committee.                                                                   
|                                                                      
|Peter W. Tomsett4,5
West Vancouver, British Columbia, Canada
Age: 52 9 |  | 2009 |  | Peter Tomsett was the President and Chief Executive Officer of Placer Dome Inc. (mining company) from September 2004 to January 2006. Mr. Tomsett was with Placer Dome for 20 years in a number of
capacities. Prior to becoming President and Chief Executive Officer, he was Executive Vice-President of Placer Dome Asia Pacific and Africa. Mr. Tomsett graduated with a Bachelor of Engineering in Mining Engineering from the University of
New South Wales and a Master of Science in Mineral Production Management from Imperial College in London.
Current public company directorships 7: Equinox Minerals Ltd. (Chairman), Silver Standard Resources Inc. (Chairman) and North American Energy Partners Inc.
Other current directorships 8: None.                                                                                                                                                                   
|                                                                      

TALISMAN ENERGYANNUAL INFORMATION
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|John D. Watson1,6
Calgary, Alberta, Canada
Age: 64 9                   |  | 2007 |  | John Watson was the Executive Vice-President and Chief Financial Officer of EnCana Corporation (oil and gas exploration and production company) from April 2002 to February 2006. He was the Chief Financial
Officer of Alberta Energy Company Ltd. (oil and gas exploration and production company and predecessor to EnCana Corporation) from June 1987 to March 2002. Mr. Watson holds a Bachelor of Arts degree and a Master's of Business
Administration and has been awarded the ICD.D designation by the Institute of Corporate Directors. Mr. Watson is also a Fellow of the Alberta Institute of Chartered Accountants.
Current public company directorships 7: UTS Energy Corporation (Chairman).
Other current directorships 8: None.                                                                                                                                                                               
|---------------------------------------------------------------------- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      
|Robert G. Welty3,4
Calgary, Alberta, Canada
Age: 70 9                  |  | 2003 |  | Robert Welty served as the Chairman and a director of Sterling Resources Ltd. ("Sterling") (oil and gas exploration and development company) from 1997 to 2007 and as Chief Executive Officer of Sterling from 1998
to 2005. Mr. Welty was the President of Escondido Resources (International) Ltd. (oil and gas exploration company) from 1996 to 1997, President and Chief Executive Officer of Canadian Fracmaster Ltd. (oilfield service company)
from 1994 to 1995, President and Chief Executive Officer of Bow Valley Energy Inc. (oil and gas exploration and development company) from 1992 to 1994 and President and Chief Executive Officer of Asamera Inc. (oil and gas
exploration and development company) from 1976 to 1988. Mr. Welty holds a Bachelor of Arts degree (Honours) in Economics and is a Chartered Accountant.
Current public company directorships 7: None.
Other current directorships 8: None.
|                                                                      
|Charles R. Williamson2,3,6
Sonoma, California,
United States
Age: 61 9 |  | 2006 |  | Charles Williamson was the Executive Vice-President of Chevron Corporation (integrated oil and gas company) from August to December 2005, Chairman and Chief Executive Officer of Unocal Corporation ("Unocal")
(oil and gas exploration and development company) from 2001 to 2005 and held various executive positions within Unocal, including Executive Vice President, International Energy Operations and Group Vice President, Asia Operations prior to 2001.
Dr. Williamson holds a Bachelor of Arts degree in Geology, a Master of Science degree in Geology and a Doctorate in Geology.
Current public company directorships 7: Weyerhaeuser Inc. (Chairman) and PACCAR Inc.
Other current directorships 8: None.                                                                                                                                                                                                    
|                                                                      
|Charles W. Wilson1,5,6
Evergreen, Colorado,
United States
Age: 70 9    |  | 2002 |  | Charles Wilson was the President and Chief Executive Officer of Shell Canada (integrated oil and gas company) from 1993 to 1999, Executive Vice President US Downstream Oil and Chemical of Shell Oil Company (integrated oil
and gas company) from 1988 to 1993, Vice President US Refining and Marketing of Shell Oil Company and has held various positions in the domestic and international natural resource operations of Shell prior to 1988. Mr. Wilson holds a Bachelor of
Science degree in Civil Engineering and a Master of Science degree in Engineering.
Current public company directorships 7: ATCO Ltd., Akita Drilling Ltd., Big Rock Brewery Income Trust and Canadian Utilities Limited.
Other current directorships 8: None.                                                                                                                                                                              
|                                                                      

48TALISMAN ENERGYANNUAL INFORMATION
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|Charles M. Winograd1,3
Toronto, Ontario
Canada
Age: 62 9 |  | 2009 |  | Charles Winograd is currently the President of Winograd Capital Inc. (external consulting services and private investments company). From 2001 to 2008, Mr. Winograd was Chief Executive Officer of RBC Capital
Markets (investment bank). When RBC Dominion Securities (investment bank) acquired Richardson Greenshields in 1996, Mr. Winograd became Deputy Chairman and a director. He was appointed to the position of President and Chief Operating
Officer of RBC Dominion Securities in 1998. Mr. Winograd held several executive postings in Richardson Greenshields (privately owned investment dealer) until becoming President and Chief Executive Officer in 1987 and Chairman and Chief
Executive Officer in 1991. Mr. Winograd holds a Master of Business Administration degree from the University of Western Ontario and is a Chartered Financial Analyst (CFA).
Current public company directorships 7: RioCan Real Estate Investment Trust.
Other current directorships 8: RBC Dexia, Tamir Fishman (Israel) (Chairman), Mount Sinai Hospital, Winograd Capital Inc. and James Richardson & Sons, Limited.
|-------------------------------------------------------- |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                        

Notes:

In 2003, Stella Thompson was a director of Laidlaw Inc., a public holding company, when it obtained an order in the United States Bankruptcy Court
for the Western District of New York confirming its plan of reorganization and an order from the Ontario Superior Court of Justice under theCompanies' Creditors
Arrangement Act(Canada) recognizing and implementing the plan in Canada.

In
October 2008, John Watson resigned from his role as a director of Nortel Networks Corporation and Nortel Networks Limited. In
January 2009, Nortel Networks Corporation and Nortel Networks Limited obtained an order from the Ontario Superior Court of Justice for creditor protection pursuant to the provisions of the Companies' Creditors Arrangement
Act(Canada).

TALISMAN ENERGYANNUAL INFORMATION
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Officers

The following table sets out the name, city, province and country of residence and office held for each of the executive officers, the corporate secretary and assistant
corporate secretaries of the Company as at March 1, 2010.

|Name and Province or
State and Country of Residence |  | Office                                                       
|--------------------------------------------------- |  | -------------------------------------------------------------
|                                                   
|John A. Manzoni 1
Calgary, Alberta, Canada          |  | President and Chief Executive Officer                        
|                                                   
|L. Scott Thomson 6
Calgary, Alberta, Canada         |  | Executive Vice-President, Finance and Chief Financial Officer
|                                                   
|A. Paul Blakeley 2
Calgary, Alberta, Canada         |  | Executive Vice-President, International Operations (East)    
|                                                   
|Richard Herbert 7
Calgary, Alberta, Canada          |  | Executive Vice-President, Exploration                        
|                                                   
|Robert R. Rooney 5
Calgary, Alberta, Canada         |  | Executive Vice-President, Legal and General Counsel          
|                                                   
|Paul R. Smith 3
Calgary, Alberta, Canada            |  | Executive Vice-President, North American Operations          
|                                                   
|Nicholas J.R. Walker 4
Calgary, Alberta, Canada     |  | Executive Vice-President, International Operations (West)    
|                                                   
|C. Tamiko Ohta
Calgary, Alberta, Canada             |  | Corporate Secretary                                          
|                                                   
|Leslie A. Lawson
Calgary, Alberta, Canada           |  | Assistant Corporate Secretary                                
|                                                   
|Daryn V. MacEachern
Calgary, Alberta, Canada        |  | Assistant Corporate Secretary                                
|                                                   

Notes:

Shareholdings of Directors and Executive Officers

As of March 1, 2010, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over
222,762 Common Shares of the Company, representing 0.02% of the issued and outstanding Common Shares of the Company.

Conflicts of Interest

Certain directors of the Company and its subsidiaries are associated with other reporting issuers or other corporations, which may give rise to conflicts of interest. In
accordance with theCanada Business Corporations Act, directors and officers of the Company are required to disclose to the Company the nature and
extent of any interest that they have in a material contract or material transaction, whether made or proposed, with the Company, if the director or officer is: (a) a party to the contract or
transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the
contract or transaction.

50TALISMAN ENERGYANNUAL INFORMATION
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As
described in "Corporate Responsibility and Environmental Protection", Talisman has adopted the PBCE, which applies to all directors, officers and employees of Talisman and its subsidiaries. As
required by the PBCE, individuals representing Talisman must not enter into outside activities, including business interests or other employment, that might interfere with or be perceived to interfere
with their performance at Talisman. In addition, Talisman officers and employees are required to abide by an internal Conflict of Interest in Employment Policy.

AUDIT
COMMITTEE INFORMATION

Information concerning the Audit Committee of the Company, as required by National Instrument 52-110, is provided in Schedule C
to this Annual Information Form.

LEGAL
PROCEEDINGS

From time to time, Talisman is the subject of litigation arising out of the Company's operations. Damages claimed under such litigation, including the
litigation discussed below, may be material or may be indeterminate and the outcome of such litigation may materially impact the Company's financial condition or results of operations. While Talisman
assesses the merits of each lawsuit and defends itself accordingly, the Company may be required to incur significant expenses or devote significant resources to defend itself against such litigation.
These claims are not currently expected to have a material impact on the Company's financial position.

In
September 2006, the United States District Court for the Southern District of New York (the "Court") granted Talisman's Motion for Summary Judgment, dismissing the
lawsuit brought against Talisman by the Presbyterian Church of Sudan and others under theAlien Tort Claims Act. The lawsuit alleged that the Company
conspired with, or aided and abetted, the Government of Sudan to commit violations of international law in connection with the Company's now disposed of interest in oil operations in Sudan. The
plaintiffs have twice attempted to certify the lawsuit as a class action. In March 2005 and in September 2005, the Court rejected the plaintiffs' effort to certify two different classes
(or groups) of plaintiffs. In October 2009, the Second Circuit Court of Appeals dismissed the plaintiff's appeal of the Court's decision granting Talisman's Motion for Summary Judgment,
denying class certification and refusing to consider the plaintiff's proposed third amended complaint. The plaintiffs have indicated they intend to request the US Supreme Court to hear an appeal of
the Second Circuit Court of Appeals decision. Talisman believes the lawsuit is entirely without merit.

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RISK
FACTORS

Talisman is exposed to a number of risks inherent in exploring for, developing and producing crude oil and natural gas. This section describes the risks and
other matters that would be most likely to influence an investor's decision to purchase securities of Talisman.

Volatility of Oil and Natural Gas Prices

Talisman's financial performance is highly sensitive to prevailing prices of crude oil and natural gas. Fluctuations in crude oil or natural gas prices could have a material
adverse effect on the Company's operations and financial condition, the value of its oil and
natural gas reserves and its level of spending for oil and gas exploration and development. Prices for crude oil and natural gas fluctuate in response to changes in the supply of and demand for crude
oil and natural gas, market uncertainty and a variety of additional factors that are largely beyond the Company's control. Oil prices are determined by international supply and demand. Factors which
affect crude oil prices include the actions of the Organization of Petroleum Exporting Countries ("OPEC"), world economic conditions, government regulation, political stability throughout the world,
the availability of alternative fuel sources and weather conditions. Most natural gas prices realized by Talisman are affected primarily by North American supply and demand, weather conditions and by
prices of alternative sources of energy. The development of oil and natural gas discoveries in offshore areas and the development of shale gas plays are particularly dependent on the outlook for oil
and natural gas prices because of the large amount of capital expenditure required for development prior to commencing production.

A
substantial and extended decline in the prices of crude oil or natural gas could result in delay or cancellation of drilling, development or construction programs, or curtailment in production or
result in unutilized long-term transportation commitments, all of which could have a material adverse impact on the Company. The amount of cost oil required to recover Talisman's
investment and costs in various PSCs is dependent on commodity prices, with higher commodity prices resulting in a lower amount of net after royalty oil and gas reserves booked by the Company.

Exchange Rate Fluctuations

Talisman's Consolidated Financial Statements are presented in C$. Results of operations are affected primarily by the exchange rates between the C$, the US$, UK£
and NOK. These exchange rates may vary substantially. Most of the Company's revenue is received in or is referenced to US$ denominated prices, while the majority of Talisman's expenditures are
denominated in C$, US$, UK£ and NOK. A change in the relative value of the C$ against the US$ or the UK£ would also result in an increase or decrease in Talisman's US$ or
UK£ denominated debt, as expressed in C$ and the related interest expense. Talisman is also exposed to fluctuations in other foreign currencies.

Reputational Impact of an Environmental, Safety or Security Incident

Oil and gas drilling and producing operations are subject to many risks, including incidents which could result in environmental damage, regulatory investigations, penalties
and liabilities to third parties, personal injury, loss of life and damage or destruction of properties. An environmental, safety or security incident could impact Talisman's reputation in such a way
that it could have a material adverse effect on the Company's business.

The
Company's operations may be adversely affected by security incidents which are not within the control of Talisman, including, among other things, killings, kidnappings, extortion, lawlessness,
gang or criminal activity, landmines, unexploded ordnance and conflict zones.

Egress and Gas Buyers

As rapidly increasing volumes of natural gas are brought onstream by Talisman and others, transportation infrastructure capacity may at times be exceeded before capacity
additions become available. In such event, there is a risk that some production may be affected waiting on pipeline connection or infrastructure additions. A result could be reduced production and/or
materially lower prices on some portion of production, which in turn could adversely affect the Company's operating results.

Access to Credit and Letters of Credit

The Company relies on access to letters of credit in the normal course of business in order to support some of its operations. There can be no assurance that the Company will
be able to obtain the necessary letters of credit. While the Company may have access to

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various
financing options, including draws on existing facilities and the issuance of debt or equity, the terms of such financing options may not be acceptable to the Company.

Uncertainty of Reserves Estimates

The process of estimating oil and gas reserves is complex and involves a significant number of assumptions in evaluating available geological, geophysical, engineering and
economic data; therefore, reserves estimates are inherently uncertain. Talisman prepares all of its reserves information internally. The Company may adjust estimates of proved reserves based on
production history, results of exploration and development drilling, prevailing oil and gas prices and other factors, many of which are beyond the Company's control. In addition, there are numerous
uncertainties in forecasting the amounts and timing of future production, costs, expenses and the results of exploration and development projects. All estimates are, to some degree, uncertain and
classifications of reserves are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the economically recoverable oil and natural gas reserves attributable to
any particular group of properties, the classification of such reserves based on risk of recovery and the standardized measure of discounted future net cash flows prepared by different engineers or by
the same engineers at different times, may vary substantially. Talisman's actual production, taxes and development and operating expenditures with respect to its reserves will likely vary from such
estimates and such variances could be material.

Estimates
with respect to reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reservoirs, rather than upon
actual production history. Estimates based on these methods generally are less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production
history will result in variations, which may be material, in the estimated reserves.

Bribery

Talisman's operations are governed by many levels of government, including municipal, state, provincial and federal governments, in numerous countries and the possibility
exists that Talisman could be subject to bribery allegations. Talisman requires all employees to participate in ethics awareness training, which includes Talisman's policies against giving or
accepting money or gifts in certain circumstances. However, if Talisman is found not to have taken effective steps to address allegations or findings of bribery or corruption in its business, this may
impair Talisman's ability to participate in business with governments or non-governmental organizations. This may result in formal exclusions from such business, which may have a material
adverse effect on the Company's business.

Litigation

From time to time, Talisman is the subject of litigation arising out of the Company's operations. Specific disclosure of current legal proceedings, and the risks associated
with current proceedings and litigation generally, are disclosed under the heading "Legal Proceedings" in this Annual Information Form.

Major Accident

Oil and gas drilling and producing operations are subject to many risks, including the possibility of fire, explosions, mechanical failure, pipe failure, chemical spills,
accidental flows of oil, natural gas or well fluids, sour gas releases, contamination of oil and gas, storms or other adverse weather conditions and other occurrences or incidents, which could result
in personal injury or loss of life, damage or destruction of properties, environmental damage, cost of remedying such conditions or incidents, regulatory investigations and penalties and liability to
third parties. The Company has an HSSE/OI management framework to mitigate physical risks. The Company also mitigates insurable risks to protect against significant losses by maintaining a
comprehensive insurance program, while maintaining levels and amounts of risk within the Company that management believes to be acceptable. Talisman believes its liability, property and business
interruption insurance is appropriate to its business and consistent with common industry practice, although such insurance will not provide coverage in all circumstances.

Fiscal Stability

Governments may amend or create new legislation, which could result in increased capital, operating and compliance costs. For example, the Alberta government's new royalty
framework became effective in January 2009. Under current commodity prices, the impact on royalty burdens is limited to the loss of some royalty holidays that were not fully exhausted under the
previous regime. If commodity prices increase, the royalty rates will increase significantly.

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Socio-Political Risks

The Company's operations may be adversely affected by political or economic developments or social instability, which are not within the control of Talisman, including, among
other things, a change in crude oil or natural gas pricing policy, the risks of war, terrorism, abduction, expropriation, nationalization, renegotiation or nullification of existing concessions and
contracts, taxation policies, economic sanctions, the imposition of specific drilling obligations, the development and abandonment of fields, fluctuating exchange rates and currency controls. As a
result of activities in these areas and a continuing evolution of an international framework for corporate responsibility and accountability for international crimes, the Company could also be exposed
to potential claims for alleged breaches of international law. Various countries in which the Company is active, including the Kurdistan region of northern Iraq, Indonesia, Algeria, Colombia and Peru,
have been subject to recent economic or political instability and social unrest, military or rebel hostilities.

Stakeholder Opposition

Talisman's planned activities may be adversely affected if there is strong community opposition with respect to its operations. In addition, Talisman regularly evaluates
opportunities worldwide, and may in the future engage in projects or acquire properties in other nations that are experiencing economic or political instability and social unrest or military
hostilities or are subject to United Nations or US sanctions. Some of the foregoing government actions may lead to political or reputational pressures on the Company from non-governmental
organizations, home governments and investors.

Ability to Find, Develop or Acquire Additional Reserves

The Company's future success depends largely on its ability to find, develop or acquire additional oil and gas reserves that are economically recoverable. Hydrocarbons are a
limited resource which is subject to increasing competition from other companies, including national oil companies. Exploration and development drilling may not result in commercially productive
reserves. Once production begins, reservoir performance may be less than projected. Successful acquisitions require an assessment of a number of factors, many of which are uncertain. These factors
include recoverable reserves, exploration potential, future oil and gas prices, operating costs and potential environmental and other liabilities. Such assessments are inexact and their accuracy is
inherently uncertain. If a high impact prospect identified by the Company fails to materialize in a given year, the Company's multi-year international exploration portfolio may
be compromised.

Industry Cost Inflation

The industry costs to find and develop reserves have generally risen over time. An upward swing in industry activity could increase key input demand and prices, at least in the
short run, and possibly delay sourcing of key labour, materials or facilities construction. Rising industry costs broadly correspond with higher oil and gas prices, but in a competitive market among
competing fuels, it is possible that not all costs may be recovered through higher prices. Although the Company strives for continuous improvement in its planning and procurement, material or
unexpected changes can affect the Company's financial performance.

Regulatory Delays, Including Delays in Shale Gas Drilling

Talisman's operations are governed by many levels of government, including municipal, state, provincial and federal governments, in numerous countries. The Company is subject
to laws and regulations regarding health and safety, environmental matters, lease interests, taxes and royalties, among others. Failure to comply with the applicable laws can result in significant
increases in costs, penalties and even losses of operating licences. If regulatory approvals or permits are delayed or not obtained, there can also be delays or abandonment of projects, decreases in
production and increases in costs, and the Company may not be able to fully execute its strategy.

In
addition, the Company may be subject to revisions of laws and regulations applicable to its operations. For example, in New York, continued delays are forecast to be caused by the
New York State's updating of its Generic Environmental Impact Statement on the Oil, Gas and Solution Mining Regulatory Program. In Pennsylvania, delays could also be experienced as Pennsylvania
continues to update the Pennsylvania Oil & Gas Act and other State laws.

Greenhouse Gas Emissions

Talisman is subject to various greenhouse gas ("GHG") emissions related legislation. Current GHG emissions legislation does not result in material compliance costs but
compliance costs may increase in the future and may impact the Company's operations and

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financial
results. Talisman operates in jurisdictions which currently do not have GHG emissions legislation or where GHG emissions legislation is emerging or subject to change. Talisman monitors GHG
legislative developments in all areas that the Company operates. If the Company becomes subject to additional GHG legislation, there can be no assurances that the compliance costs will
be immaterial.

In
June 2009, the US House of Representatives passed theAmerican Clean Energy and Security Act("ACES"), which is still in the process of being
finalized. As currently written, ACES would establish a federal GHG emissions cap-and-trade program. The likelihood and details of a final bill are unclear. Also, in early
2010, the US
federal government submitted a commitment to the UN to reduce GHG emissions by 17% from 2005 levels by 2020, in conformity with anticipated US energy and climate legislation.

In
December 2009, using US Supreme Court-verified authority under section 202(a) of the USClean Air Act, the Environmental Protection
Agency ("EPA") Administrator signed two key GHG findings. The findings alone do not impose any requirements but they are necessary precursors to proposed EPA regulatory activities under the Clean Air Actto regulate GHG emissions controls. The EPA has proposed certain industrial GHG emission control rules in contemplation of the
finalization of the GHG findings. EPA control regulations are not a certainty and there are insufficient regulatory details to predict possible cost impacts to Talisman at this time.

In
2007, the Canadian federal government published the Regulatory Framework for Air Emissions indicating their intent to regulate GHG and air pollutant emissions. In 2008, the Regulatory Framework for
Industrial Greenhouse Gas Emissions was published, proposing the implementation of GHG emissions reduction targets for large final emitters and a federal emissions trading program as early as 2010.
The finalization of federal GHG regulations has been put on hold as the federal government intends to harmonize Canada's actions with those of the US. In early 2010, Canada set a new national GHG
emissions reduction target of 17% below 2005 levels by 2020 and submitted its commitment to the UN. It is too early to predict the timing or impacts of possible Canadian federal climate legislation
on Talisman.

The
AlbertaClimate Change and Emissions Management Act(the "Act") came into effect in July 2007. The Act requires facilities that emit
more than 100,000 tonnes of GHG a year to reduce their emissions intensity by 12% from a 2003 to 2005 average baseline. Talisman has one facility that is subject to the Act and it has generated
credit surpluses during the 2007 and 2008 compliance periods. The Company expects to remain in a credit surplus under the existing Act.

The
British ColumbiaGreenhouse Gas Reduction Target Act, enacted in 2007, establishes a goal of reducing the provinces GHG emissions by 33% from 2007
levels by 2020. In 2008, BC passed theGHG Reduction (Cap and Trade) Actwhich legally establishes the basis for a provincial cap and trade
system. The legislation to implement a cap and trade system has not been finalized. Also, BC imposes a carbon tax on the use and purchase of fossil fuels. The costs of the BC carbon tax were not
material to Talisman in 2009.

In
the UK, Phase II of the European Union Emissions Trading Scheme ("EU ETS") began in 2008 and will run until the end of 2012. The EU ETS requires that member states set emissions
limits for installations in their country covered by the scheme and assigns such installations an emissions cap. Installations may meet their cap by reducing emissions or by buying allowances from
other participants. The Company expects a small credit deficit for 2009 once compliance reports have been approved by the regulator and expects to be close to the cap through Phase II.
Phase III of the EU ETS begins in 2013 and will run until 2020. The legislation has not been finalized but the emissions caps will likely be significantly reduced under Phase III.
Although it is too early to predict the exact costs of compliance, it is likely that compliance costs will increase considerably.

Prior
to 2008, Talisman's Norwegian installations were subject to a carbon dioxide ("CO2") emissions tax, which was not material to Talisman. In 2008, the Norwegian government expanded its
existing national GHG emissions trading system, linking it to Phase II of the EU ETS. During Phase II, the Company will be required to purchase emissions credits corresponding to its
total annual CO2 emissions, and to pay the CO2 emissions tax. The Phase II compliance costs are not expected to be material to Talisman because the Norwegian government
will adjust the CO2 emissions tax so that total costs of the CO2 emissions tax and emissions credit purchases are similar to the pre-2008 costs.

Shale Gas Transition

The Company's strategy includes continuing its portfolio transition from conventional to shale gas with the development of its North American shale business. The portfolio
transition could result in: heightened safety risks to personnel; loss of workforce productivity; loss of knowledge transfer from departing employees; and insufficient staffing levels to meet business
requirements.

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The
success of Talisman's portfolio transition is dependent upon its management and the quality of its personnel. Failure to retain current employees or to attract and retain new employees with the
necessary skills could have a materially adverse effect on Talisman's growth and profitability.

Counterparty Credit Risk

In the normal course of business, Talisman enters into contractual relationships with counterparties in the energy industry and other industries, including counterparties to
interest rate hedging, foreign exchange hedging and commodity derivative arrangements. If such counterparties do not fulfil their contractual obligations to the Company, it may suffer losses, may have
to proceed on a sole risk basis, may have to forgo opportunities or may have to relinquish leases or blocks. While the Company maintains a risk management system that limits exposures to any one
counterparty to what management deems to be reasonable, losses due to counterparties failing to fulfil their contractual obligations may impact Talisman's financial condition.

Project Timing and Budget

Talisman manages a variety of projects, including exploration and development projects and the construction or expansion of facilities and pipelines. Project delays may impact
expected revenues and project cost overruns could make projects uneconomic. Talisman's ability to complete projects depends upon numerous factors beyond the Company's control. These factors include
the availability of processing capacity, the availability and proximity of pipeline capacity, the availability of drilling and other equipment, the ability to access lands, weather, unexpected cost
increases, accidents, the availability of skilled labour, including engineering and project planning personnel, the need for government approvals and permits, and regulatory matters. Talisman utilizes
materials and services which are subject to general industry wide conditions. Cost escalation for materials and services may be unrelated to commodity prices changes and may continue to have a
significant impact on project planning and economics.

Information System Risk

Talisman depends on a variety of information systems to operate effectively. A failure of any one of the information systems or a failure among the systems could result in
operational difficulties, damage or loss of data, productivity losses or result in unauthorized knowledge and use of information.

Environmental Risks

All phases of the oil and natural gas business are subject to environmental regulation pursuant to a variety of laws and regulations in the countries in which Talisman does
business. These regulatory regimes are laws of general application that apply to the Company's business in the same manner as they apply to other companies or enterprises in the energy industry.
Environmental legislation imposes, among other things, restrictions, liabilities and obligations in connection with the generation, handling, storage, transportation, treatment and disposal of
hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment. Environmental legislation also requires that pipelines, wells, facility
sites and other properties associated with Talisman's operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Certain types of operations,
including exploration and development projects, may require the submission and approval of environmental impact assessments or permit applications. In some cases, exploration and development
activities may be precluded or restricted due to designation of areas as environmentally sensitive areas. Compliance with environmental legislation can require significant expenditures and failure to
comply with environmental legislation may result in the imposition of fines and penalties and liability for cleanup costs and damages. Additionally, the Company's business is subject to the trend
toward increased civil liability for environmental matters. Although Talisman currently believes that the costs of complying with environmental legislation and dealing with environmental civil
liabilities will not have a material adverse effect on the Company's financial condition or results of operations, there can be no assurance that such costs in the future will not have such an effect.
Talisman expects to incur site restoration costs over a prolonged period as existing fields are depleted. The Company provides for asset retirement obligations in its annual Consolidated Financial
Statements in accordance with Canadian Generally Accepted Accounting Principles. Additional information regarding asset retirement obligations is set forth in the notes to the annual Consolidated
Financial Statements. There can be no assurances that the cost estimates and asset retirement obligations are materially correct and that the liabilities will occur when predicted.

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TRANSFER AGENTS AND REGISTRARS

Computershare Investor Services Inc., at 600, 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8, along with its US
co-transfer agent, Computershare Trust Company N.A., is the transfer agent and registrar for the Common Shares of the Company. Computershare Trust Company of Canada also acts as trustee
for various public debt securities. JPMorgan Chase Bank N.A., London Branch (now The Bank of New York Mellon, pursuant to bulk novation orders granted on April 3, 2007 and
July 1, 2008), One Canada Square, London, E14 5AL, UK, acts as trustee for the 6.625% unsecured notes listed on the London Stock Exchange. Bank of Nova Scotia Trust Company of
New York of One Liberty Plaza, New York, New York, 10006 acts as trustee for various public debt securities. The Company has not retained transfer agents for any other
outstanding securities.

INTERESTS
OF EXPERTS

Talisman's auditors are Ernst & Young LLP, Chartered Accountants, Ernst & Young Tower, 1000,
440 - 2nd Avenue SW, Calgary, Alberta, T2P 5E9. Ernst & Young LLP is independent in accordance with the Rules of Professional Conduct as outlined
by the Institute of Chartered Accountants of Alberta.

Mr. Michael
Adams, an employee of Talisman, has provided the report on reserves data, attached as Schedule A to this Annual Information Form, in his capacity as Talisman's
Internal Qualified Reserves Evaluator. Mr. Adams owns less than 1% of the outstanding Common Shares.

FORWARD-LOOKING
INFORMATION

This Annual Information Form contains or incorporates by reference information that constitutes "forward-looking information" or "forward-looking statements"
(collectively "forward-looking information") within the meaning of applicable securities legislation. Forward-looking information is included throughout this Annual Information Form, including among
other places, under the headings "General Development of the Business", "Description of the Business", "Corporate Responsibility and Environmental Protection", "Legal Proceedings" and "Risk Factors".
This forward-looking information includes, but is not limited to, statements regarding:

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Statements
concerning oil and gas reserves contained in this Annual Information Form under the headings "Description of the Business  Reserves Information",
"Other Oil and Gas Information" and elsewhere may be deemed to be forward-looking information as they involve the implied assessment that the resources described can be profitably produced in
the future.

The
forward-looking information listed above is based on Talisman's 2010 capital program as announced on January 11, 2010. Talisman set its 2010 capital expenditure plans assuming:
(1) Talisman's production in 2010 will be broadly the same as 2009 at around 425,000 boe/d, excluding any sales in North America during the year; (2) a US$60/bbl WTI oil price for
2010; and (3) a US$3.50/mmbtu NYMEX natural gas price for 2010.

Undue
reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks which could
cause actual results to vary and in some instances to differ materially from those anticipated by Talisman and described in the forward-looking information contained in this Annual Information Form.
The material risk factors include, but are not limited to:

The
foregoing list of risk factors is not exhaustive. Additional information on these and other factors which could affect the Company's operations or financial results or strategy are included:
(1) under the heading "Risk Factors"; (2) in the Report on Reserves Data by Talisman's Internal Qualified Reserves Evaluator and in the Report of Management and Directors on Oil and Gas
Disclosure (which

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are
attached as schedules to this Annual Information Form); and elsewhere in this Annual Information Form. In addition, information is available in the Company's other reports on file with Canadian
securities regulatory authorities and the SEC.

Forward-looking
information is based on the estimates and opinions of the Company's management at the time the information is presented. The Company assumes no obligation to update forward-looking
information should circumstances or management's estimates or opinions change, except as required by law.

The
completion of any contemplated disposition is contingent on various factors including favourable market conditions, the ability of the Company to negotiate acceptable terms of sale and receipt of
any required approval for such disposition.

Included
in this Annual Information Form is information that may be considered financial outlook and/or future-oriented financial information (FOFI). Its purpose is to indicate the potential results
of Talisman's intentions, and may not be appropriate for other purposes.

NOTE
REGARDING RESERVES DATA AND OTHER OIL AND GAS INFORMATION

National Instrument 51-101 ("NI 51-101") of the Canadian Securities Administrators imposes oil and gas disclosure
standards for Canadian public companies engaged in oil and gas activities. Talisman has obtained an exemption from Canadian securities regulatory authorities to permit it to provide disclosure in
accordance with the US disclosure requirements, in order to provide for comparability of oil and gas disclosure with that provided by US and other international issuers. Accordingly, some of the
reserves data and other oil and gas information included in this Annual Information Form are disclosed in accordance with US disclosure requirements. Such information, as well as the information that
Talisman discloses in the future in reliance on the exemption, may differ from the corresponding information prepared in accordance with NI 51-101 standards.

The
primary differences between the current US requirements and the NI 51-101 requirements are that (i) SEC rules require disclosure only of proved reserves, whereas
NI 51-101 requires disclosure of proved and probable reserves; (ii) SEC rules require that reserves and the associated future net revenue be estimated using a
historical 12-month average price, whereas NI 51-101 requires disclosure of reserves and the associated future net revenue using forecast prices; (iii) SEC
rules require reserves on undrilled acreage to be "limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable
technology exists that establishes reasonable certainty of economic producibility at greater distances" which may be interpreted differently than NI 51-101 which requires
"compelling evidence of reservoir continuity" for booking beyond directly offsetting spacing units; and (iv) SEC rules require
reserves to be cash flow positive on an undiscounted basis, whereas NI 51-101 requires reserves to show a hurdle rate of return.

Talisman
makes reference to production volumes throughout this Annual Information Form. Where not otherwise indicated, such production volumes are stated on a gross basis, which means they are stated
prior to the deduction of royalties and similar payments. In the US, net production volumes are reported after the deduction of these amounts.

As
noted in "Description of the Business  North America", Talisman uses the term "shale" to refer to projects, plays or activities to extract natural gas and
natural gas liquids from shale formations, which generally require stimulation techniques which are different than those associated with historically typical, or "conventional", oil and gas
activities. The geographic areas in which Talisman's shale gas plays are located may also contain geological formations that are consistent with more conventional oil and gas extraction techniques or
activities. In addition, Talisman may have historically undertaken conventional activities within the geographic boundaries of plays which it now refers to as "shale".

Natural
gas is converted to a barrel of oil equivalent (boe) at the ratio of six thousand cubic feet (mcf) to one barrel of oil (bbl). Oil is converted to natural gas equivalent (mcfe) at the
ratio of one bbl to six mcf of natural gas. The boe and mcfe measures may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one bbl and an mcfe conversion ratio of
one bbl to six mcfe are based on an energy equivalence conversion method primarily applicable at the burner tip and do not represent a value equivalence at the wellhead.

Gross
acres means the total number of acres in which Talisman has a working interest. Net acres means Talisman's working interest owned in gross acres expressed as whole numbers and fractions thereof.

Gross
production means Talisman's interest in production volumes (through working interests, and royalty interests) before the deduction of royalties. Net production means Talisman's interest in
production volumes after deduction of royalties payable by Talisman.

Gross
wells means the total number of wells in which Talisman owns a working interest. Net wells means Talisman's working interest owned in gross wells expressed as whole numbers and fractions
thereof.

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EXCHANGE RATE INFORMATION

Except where otherwise indicated, all dollar amounts in this Annual Information Form are stated in Canadian dollars
("C$"). The following table sets forth the US/Canada exchange rates on the last trading day of the years indicated as well as the high, low and average rates for such years.
The high, low and average exchange rates for each year were identified or calculated from spot rates in effect on each trading day during the relevant year. The exchange rates shown are expressed as
the number of US dollars ("US$") required to purchase one C$. These exchange rates are based on those published on the Bank of Canada's website as being in effect at approximately noon on each trading
day (the "Bank of Canada noon rate").

|         |  | Year ended December 31
|-------- |  | ----------------------
|         |  | 2009                  
|        
|Year-end |  | 0.9555                
|         |  |                       
|High     |  | 0.9716                
|         |  |                       
|Low      |  | 0.7692                
|         |  |                       
|Average  |  | 0.8757                
|        

ABBREVIATIONS

The abbreviations used in this Annual Information Form have the following meanings:

|bbl     |  | barrel                                   
|------- |  | -----------------------------------------
|bbls/d  |  | barrels per day                          
|bcf     |  | billion cubic feet                       
|bcfe    |  | billion cubic feet equivalent            
|boe     |  | barrels of oil equivalent                
|boe/d   |  | barrels of oil equivalent per day        
|C$      |  | Canadian dollar                          
|DBRS    |  | DBRS Limited                             
|HH      |  | Henry Hub                                
|LNG     |  | Liquefied Natural Gas                    
|mcf     |  | thousand cubic feet                      
|mcfe    |  | thousand cubic feet equivalent           
|mboe/d  |  | thousand barrels oil equivalent per day  
|mmbbls  |  | million barrels                          
|mmboe   |  | million barrels of oil equivalent        
|mmbtu   |  | million British thermal units            
|mmcf/d  |  | million cubic feet per day               
|mmcfe/d |  | millions of cubic feet equivalent per day
|NOK     |  | Norwegian kroner                         
|NYMEX   |  | New York Mercantile Exchange             
|PSC     |  | production sharing contract              
|tcf     |  | trillion cubic feet                      
|UK      |  | United Kingdom                           
|UK£     |  | Pound sterling                           
|US      |  | United States of America                 
|US$     |  | United States dollar                     
|WTI     |  | West Texas Intermediate                  

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ADDITIONAL INFORMATION

Additional information related to the Company, including the information incorporated by reference herein, may be found on SEDAR at www.sedar.com.

Additional
information, including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities and securities authorized for issuance under equity compensation
plans, is contained in the Company's management proxy circular for its most recent annual meeting of security holders that involved the election of directors. Additional financial information is
provided in the Company's audited Consolidated Financial Statements for the year ended December 31, 2009 and related annual Management's Discussion and Analysis.

Copies
of the Company's Annual Financial Report may be obtained from Talisman's website at www.talisman-energy.com or upon request from:

Corporate
and Investor Communications Department

Talisman
Energy Inc.
2000, 888-3 rd Street SW
Calgary, Alberta, T2P 5C5
Email: tlm@talisman-energy.com

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SCHEDULE A  REPORT ON RESERVES DATA BY TALISMAN'S INTERNAL QUALIFIED RESERVES EVALUATOR

To the Board of Directors of Talisman Energy Inc. (the "Company"):

|Location of Reserves(country or foreign geographic area) |  | Standardized Measure of Discounted Future Net Cash Flows(millions of Canadian dollars, after income taxes, 10% discount rate) | 
|-------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- | 
|                                                        
|Canada                                                   |  | 2,514                                                                                                                         | 
|                                                         |  |                                                                                                                              
|USA                                                      |  | 444                                                                                                                           | 
|                                                         |  |                                                                                                                              
|UK                                                       |  | 1,053                                                                                                                         | 
|                                                         |  |                                                                                                                              
|Scandinavia                                              |  | 1,123                                                                                                                         | 
|                                                         |  |                                                                                                                              
|Indonesia                                                |  | 1,844                                                                                                                         | 
|                                                         |  |                                                                                                                              
|SE Asia/Australia                                        |  | 875                                                                                                                           | 
|                                                         |  |                                                                                                                              
|Other                                                    |  | 337                                                                                                                           | 
|                                                        
|Total Company                                            |  | 8,190                                                                                                                         | 
|                                                        

(Signed)
Michael Adams
Internal Qualified Reserves Evaluator
Talisman Energy Inc.
Calgary, Alberta

March 8,
2010

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SCHEDULE B  REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE

Management of Talisman Energy Inc. (the "Company") is responsible for the preparation and disclosure of information with respect to the Company's
oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data prepared in accordance with US disclosure requirements, including the relevant
definitions, legal requirements and standards of the United States Securities and Exchange Commission and the United States Financial Accounting Standards Board ("US Disclosure
Requirements"), which consist of the following:

The
Company's reserves evaluation staff, including our Internal Qualified Reserves Evaluator who is an employee of the Company, have evaluated the Company's reserves data. The report of the Internal
Qualified Reserves Evaluator accompanies this report.

The
Reserves Committee of the Board of Directors has:

The
Reserves Committee of the Board of Directors has reviewed the Company's procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that
information with management. The Board of Directors has, on the recommendation of the Reserves Committee, approved:

In
our view, the reliability of the internally generated reserves data is not materially less than would be afforded by our involving independent qualified reserves evaluators or independent qualified
reserves auditors to evaluate or audit and review the reserves data. The Company is therefore relying on an exemption, which it sought and was granted by securities regulatory authorities, from the
requirement under securities legislation to involve independent qualified reserves evaluators or independent qualified reserves auditors.

The
primary factors supporting the involvement of independent qualified reserves evaluators or independent qualified reserves auditors apply when (i) their knowledge of, and experience with, a
reporting issuer's reserves data are superior to that of the internal evaluators and (ii) the work of the independent qualified reserves evaluators or independent qualified reserves auditors is
significantly less likely to be adversely influenced by self-interest or management of the reporting issuer than the work of internal reserves evaluation staff. In our view, neither of
these factors applies in our circumstances.

Our
view is based in large part on the following. Our reserves data were developed in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook applied in such modified manner
as the Company considered necessary to reflect the terminology and standards of the US Disclosure Requirements. Our procedures, records and controls relating to the accumulation of source data and
preparation of reserves data by our internal reserves evaluation staff have been established, refined and documented over many years. Our internal reserves evaluation staff includes approximately
131 persons with full-time or part-time responsibility for reserves evaluation, with an average of approximately 18 full-time or part-time
years of relevant experience in evaluating reserves, of whom 36 are qualified reserves evaluators for purposes of securities regulatory requirements. Our internal reserves evaluation management
personnel includes approximately 42 persons with full-time or part-time responsibility for reserves evaluation management, with an average of approximately
21 full-time or part-time years of relevant experience in evaluating and managing the evaluation of reserves, 19 of whom were qualified reserves evaluators for purposes
of securities regulatory requirements.

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Reserves
data are estimates only, and are not exact quantities. In addition, the reserves data are based on judgments regarding future events. Accordingly, actual results will vary and the variations
may be material. However, any variations should be consistent with the fact that reserves are categorized according to the probability of their recovery.

(Signed)
John A. Manzoni
President and Chief Executive Officer

(Signed)
Paul Smith
Executive Vice-President,
North American Operations

(Signed)
Nicholas J.R. Walker
Executive Vice-President,
International Operations (West)

(Signed)
Paul Blakeley
Executive Vice-President,
International Operations (East)

(Signed)
Charles W. Wilson
Director

(Signed)
Charles R. Williamson
Director

March 8,
2010

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SCHEDULE C  AUDIT COMMITTEE INFORMATION

Composition of Audit Committee

As at March 1, 2010, Talisman's Audit Committee consists of Donald J. Carty, William R.P. Dalton, John D. Watson (Chairman), Charles W. Wilson and Charles M. Winograd.
The Board of Directors has determined that all members of the Audit Committee are "independent" and "financially literate" as defined in National Instrument 52-110
("NI 52-110") and "independent" within the meaning of sections 303A.01, 303A.02 and 303A.06 of the New York Stock Exchange ("NYSE") Listed Company Manual. In
addition, in accordance with NYSE corporate governance listing standards, the Board of Directors has determined that John D. Watson is an audit committee financial expert.

NI 52-110 states
that a member of an audit committee is independent if the member has no direct or indirect material relationship with the issuer. A material relationship is
a relationship which could, in the view of the issuer's Board of Directors, reasonably interfere with the exercise of a member's independent judgment.

In
addition, an individual is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements.

Education and Experience

The members of Talisman's Audit Committee have education and experience relevant to the performance of their responsibilities as Audit Committee members, which includes
the following:

Donald
J. Carty served as Vice Chairman and Chief Financial Officer of Dell Inc. (global computer systems and services company) from 2007 until 2008. From 1998 to 2003, he was the Chairman and
Chief Executive Officer of AMR Corp. and American Airlines (airline transportation company). Prior to that, Mr. Carty served as President of AMR Airline Group and American Airlines.
Mr. Carty was the President and Chief Executive Officer of Canadian Pacific Airlines (airline transportation company) from March 1985 to March 1987. Mr. Carty holds an
undergraduate degree and an Honorary Doctor of Laws from Queen's University and a Master's degree in Business Administration from Harvard University.

William
R.P. Dalton held various positions with the HSBC group of companies, including Chief Executive of HSBC Bank plc from 1998 to 2004, Executive Director of HSBC Holdings plc from
1998 to 2004, Global Head of Personal Financial Services for HSBC Group from 2002 to 2004 and various positions in the Canadian operations of HSBC prior to 1998. He currently serves on the board of
directors of TUI Travel plc., HSBC USA Inc., and HSBC Bank USA, National Association. Mr. Dalton holds a Bachelor of Commerce degree (Honors) and was awarded an Honorary
Doctorate (Honorary Doctor of the University) by the University of Central England in Birmingham in 2001.

John
D. Watson, Chairman of the Audit Committee, was the Executive Vice-President and Chief Financial Officer of EnCana Corporation ("EnCana") from April 2002 to
February 2006 and the Chief Financial Officer of Alberta Energy Company Ltd. (a predecessor to EnCana) from June 1987 to March 2002. As Executive
Vice-President and Chief Financial Officer of EnCana, Mr. Watson was a member of the senior management team and was directly responsible for EnCana's capital markets, financial
reporting, financial compliance, financial risk management and internal audit, as well as the tax and treasury functions. He currently is the Chairman of the board of directors, and serves on the
audit committee, of UTS Energy Corporation. Mr. Watson holds a Master of Business Administration and is a Chartered Accountant.

Charles
W. Wilson has held various positions with the Shell group of companies, including President, Chief Executive Officer and a director of Shell Canada Limited from 1993 to 1999, Executive Vice
President US Downstream Oil and Chemical of Shell Oil Company from 1988 to 1993 and Vice President US Refining and Marketing of Shell Oil Company from 1987 to 1988. He currently serves on the board of
directors of ATCO Ltd., Akita Drilling Ltd., Big Rock Brewery Income Trust and Canadian Utilities Limited. Mr. Wilson holds a Bachelor of Science degree in Civil Engineering and a
Master of Science degree in Engineering.

Charles
M. Winograd is currently the President of Winograd Capital Inc. (external consulting services and private investments company). From 2001 to 2008, Mr. Winograd was Chief
Executive Officer of RBC Capital Markets (investment bank). When RBC Dominion Securities (investment bank) acquired Richardson Greenshields in 1996, Mr. Winograd became Deputy Chairman
and a director. He was appointed to the position of President and Chief Operating Officer of RBC Dominion Securities in 1998.

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Mr. Winograd
held several executive postings in Richardson Greenshields (privately owned investment dealer) until becoming President and Chief Executive Officer in 1987 and Chairman and Chief
Executive Officer in 1991. Mr. Winograd holds a Master of Business Administration degree from the University of Western Ontario and is a Chartered Financial Analyst (CFA).

Audit Fees and Pre-Approval of Audit Services

The following table presents fees for the audits of the Company's annual Consolidated Financial Statements for 2009 and 2008 and for other services provided by Ernst &
Young LLP:

|                                             |  |   | 2009      |  |   | 2008      | 
|-------------------------------------------- |  | - | --------- |  | - | --------- | 
|                                            
|Audit and Internal Controls Attestation Fees |  | $ | 4,479,321 |  | $ | 4,692,950 | 
|                                             |  |  
|Audit-Related Fees                           |  | $ | 1,240,001 |  | $ | 703,992   | 
|                                             |  |  
|Tax Fees                                     |  | $ | 324,294   |  | $ | 1,184,645 | 
|                                             |  |  
|All Other Fees                               |  | $ | 6,586     |  | $ | 3,150     | 
|                                            

The audit-related fees are primarily for assistance in connection with the Company's conversion to International Financial Reporting Standards, prospectus
filings, pension plan audits and attestation procedures related to cost certifications and government compliance. Tax fees are primarily for tax compliance and tax advisory services. The Audit
Committee has concluded that the provision of tax services is compatible with maintaining Ernst & Young's independence.

Under
the terms of reference of the Audit Committee, which follow, the Audit Committee is required to review and pre-approve the objectives and scope of the external audit work and
proposed fees. In addition, the Audit Committee is required to review and pre-approve all non-audit services, including tax services, the Company's external auditors are
to perform.

During
2003, the Audit Committee implemented specific procedures regarding the pre-approval of services to be provided by the Company's external auditors. These procedures specify certain
prohibited services that are not to be performed by the Company's external auditors. In addition, these procedures require that, at least annually, prior to the period in which the services are
proposed to be provided, the Company's management, in conjunction with the Company's external auditors, prepares and submits to the Audit Committee a complete list of all proposed services and related
fees to be provided to the Company by the Company's external auditors. Under the Audit Committee pre-approval procedures, for those non-audit services proposed to be provided
by the Company's external auditors that have not been previously approved by the Audit Committee, the Audit Committee has delegated to the Chairman of the Audit Committee the authority to grant
pre-approvals of such services. The decision to pre-approve a service covered under this procedure is presented to the full Audit Committee at the next scheduled meeting. At
each of the Audit Committee's regular meetings, the Audit Committee is provided an update as to the status of services previously approved.

Pursuant
to these procedures since their implementation in 2003, 100% of each of the services relating to fees reported as audit-related, tax and all other were pre-approved by the Audit
Committee or its delegate, the Chair of the Audit Committee.

The
full text of the terms of reference for Talisman's Audit Committee follows.

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TERMS OF REFERENCE

Audit Committee

Mission Statement

The Audit Committee's mission is to assist the Board in fulfilling its obligations by overseeing and monitoring the Corporation's
financial accounting and reporting process and the integrity of the Corporation's financial statements and its internal control over financial reporting and the external financial audit process. To
fulfill this mission, the Audit Committee has received this mandate and has been delegated certain authorities that it may exercise on behalf of the Board.

Composition

At the first meeting of the Board of Directors of the Corporation after the election of Directors at the annual meeting of
shareholders, the Board shall appoint an Audit Committee comprised of not less than three and not more than six Directors of the Corporation. Each member of the Audit Committee shall be independent
(as required by applicable securities laws and
stock exchange rules). At least one member of the Audit Committee shall be an audit committee financial expert and all members of the Audit Committee shall have an appropriate level of financial
literacy as required under applicable stock exchange rules and securities laws and determined by the Board from time to time. The Board may replace or remove from the Audit Committee any member at
any time.

The
Chair of the Audit Committee shall be appointed by the Board at the meeting of the Board referred to above. The Chair shall preside as chair at each Committee meeting, lead Committee discussion on
meeting agenda items and report to the Board, on behalf of the Committee, with respect to the proceedings of each Committee meeting. The Audit Committee shall designate a Secretary to the Audit
Committee who may be a member of the Audit Committee or an officer or employee of the Corporation. The Secretary shall keep minutes and records of all meetings of the Audit Committee. In the event
that either the Chair or the Secretary is absent from any meeting, the members present shall designate any Director present to act as Chair and shall designate any Director, officer or employee of the
Corporation to act as Secretary.

Meetings

Meetings of the Audit Committee, including telephone conference meetings, shall be held at such time and place as the Chair of the
Audit Committee may determine. Notice of meetings shall be given to each member not less than 24 hours before the time of the meeting, provided that meetings of the Audit Committee may be held
without formal notice if all of the members are present and do not object to notice not having been given, or if those absent waive notice in any manner before or after the meeting.

Notice
of meeting may be given verbally or delivered personally, given by mail, facsimile or other electronic communication and need not be accompanied by an agenda or any other material. The notice
shall however specify the purpose or purposes for which the meeting is being held.

At
the request of the auditor of the Corporation (the "Auditor"), the Chief Executive Officer, the Chief Financial Officer or a member of the Audit Committee, the Chair shall call and convene a
meeting of the Audit Committee.

Any
three members of the Audit Committee shall constitute a quorum.

The
Audit Committee shall meet at least quarterly.

Representatives
of the Auditor and management of the Corporation shall have access to the Audit Committee each in the absence of the other.

The
Auditor shall be notified of all meetings of the Audit Committee and, when appropriate, it may attend and be heard at any such meeting and shall attend if requested to do so by a member of the
Audit Committee.

Any
matter the Audit Committee does not unanimously approve will be referred to the Board for consideration.

No
alteration to the roles and responsibilities of the Audit Committee shall be effective without the approval of the Board of Directors.

The
Audit Committee shall review the adequacy of these Terms of Reference on an annual basis and recommend any changes it considers appropriate to the Governance and Nominating Committee, which shall
in light of the Corporation's governance structure and framework recommend any changes it considers appropriate to the Board of Directors.

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Role and Responsibilities

A.        Financial Statements and Other Financial Information

The Audit Committee shall:



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B.        External Audit

The Auditor shall be ultimately accountable to the shareholders of the Corporation, who shall be represented by the Board of Directors and the Audit Committee in their dealings
with the Auditor. The Audit Committee shall recommend to the Board the auditor that will be proposed at the annual shareholders' meeting for appointment as the Auditor for the ensuing year. The
Auditor shall report directly to the Audit Committee, which shall be responsible for compensation and retention of the Auditor and oversight of the Auditor's work (including resolution of
disagreements between management and the Auditor regarding financial reporting).

At
least annually, the Audit Committee shall require that the Auditor provide a formal written statement describing: (i) the firm's internal quality-control procedures; (ii) any material
issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) all relationships between the Auditor and the Corporation.

With
respect to (iii) above and for more clarity, annually the Audit Committee shall obtain a written letter from the Auditor pursuant to the Independence Standards Board standard
#1 disclosing all relationships between the Auditor and its related entities and the Corporation and its related entities, and confirming the Auditor's independence from the Corporation.

The
Audit Committee shall not recommend to the Board that an auditor be appointed as the Auditor if the Corporation's Chief Executive Officer, Chief Financial Officer or Controller was employed by the
auditor and participated in any capacity in the Corporation's audit during the one-year period preceding the date of the initiation of the Corporation's audit for which the Audit Committee
is recommending the appointment. The Audit Committee shall review management's policies for hiring partners, employees and former partners and employees of the Auditor and former external auditor of
the Corporation. The Audit Committee further shall ensure the independence of the Auditor by reviewing, and discussing with the Board if necessary, any relationships that may adversely affect the
independence of the Auditor.

The
Audit Committee shall review the planning and results of external audit activities and the ongoing relationship with the Auditor. In this regard the Audit Committee shall:



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C.        Internal Audit

The Audit Committee shall oversee the internal audit function of the Corporation and the relationship of the internal auditor with management. Periodically, the Audit Committee
shall meet separately with each of the internal auditor and management. To assist the Board in fulfilling its oversight and monitoring obligations in this area, the Audit Committee shall:

D.        Internal Financial Control and Information Systems

The Audit Committee will review and obtain reasonable assurance that the internal financial control and information systems are operating effectively to produce accurate,
appropriate and timely financial information. In this regard the Audit Committee will:



E.        Insurance

The Audit Committee shall review insurance coverage of significant business risks and uncertainties.

F.        Subsidiaries

The Audit Committee shall receive a report on the Corporation's material Subsidiaries, as requested from time to time, concerning any material non-routine
structures e.g. special purpose entities, off balance sheet items or partnership arrangements.

G.        Tax

The Audit Committee shall receive periodic reports from management on the status of filings including, if applicable, major associated issues.

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H.        Legal

The Audit Committee shall receive periodic reports from the General Counsel on legal matters affecting financial disclosure, including claims, potential claims and changes
to legislation.

I.        Investigations and Access to Management

The Audit Committee shall have the authority to direct and to supervise the investigation into any matter brought to its attention within the scope of its duties. It shall
establish procedures for the receipt, retention and treatment of (i) complaints the Corporation may receive regarding accounting, internal accounting controls, or auditing matters, and
(ii) confidential, anonymous submissions from Corporation employees expressing concern regarding questionable accounting or auditing matters.

The
Audit Committee has the authority to engage independent counsel and other advisers having special competencies, as it determines necessary to carry out its duties. The Audit Committee shall
determine the appropriate amount of funding the Corporation shall provide for compensation of any such advisors.

In
carrying out its responsibilities, the Audit Committee shall have access to such members of the Corporation's management as appropriate, including the persons having responsibility for:



The
Audit Committee shall receive from management copies of any report of a material nature from regulators or government bodies which is relevant to the responsibilities of the Audit Committee set
out in this mandate and of management's responses thereto.

J.        General

The Audit Committee shall review corporate policies that are within the scope of the roles and responsibilities specified by these terms of reference prior to submission for
approval by the Board; monitor compliance on a regular basis; and ensure these policies are periodically reviewed and kept current.

The
Audit Committee shall perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable law and stock exchange requirements.

In
respect of matters within its purview under this mandate and delegation, the Audit Committee shall assist the Board in its oversight of the Corporation's compliance with legal and regulatory
requirements.

The
Audit Committee shall report to the Board at each regularly scheduled Board meeting next succeeding any Committee meeting.

The
Audit Committee shall evaluate its own performance annually.

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