EXHIBIT 99.9

---





Schedule A  Statement of Corporate Governance Practices

Highlights of 2006 Governance Efforts

The Company has a solid governance framework and continually reviews opportunities to further enhance its corporate governance practices. In addition to routine
governance matters that are reviewed by the Board of Directors and its committees at all regularly scheduled meetings, the following is a list of the Company's ongoing governance efforts
in 2006:



Overview

The Company's corporate governance practices satisfy all the existing guidelines for effective corporate governance established by National
Instrument 58-101 and National Policy 58-201 (collectively, the "CSA Rules"), all of the New York Stock Exchange ("NYSE") corporate governance
listing standards applicable to non-U.S. companies and substantially all of the NYSE corporate governance listing standards applicable to U.S. companies.

With
respect to the NYSE corporate governance listing standards, the Company's corporate governance practices differ in only three respects from those applicable to U.S. companies. First, the
NYSE listing standards require shareholder approval of all equity compensation plans and any material revisions to such plans, regardless of whether the securities to be delivered under such plans are
newly issued or purchased on the open market, subject to a few limited exceptions. In contrast, the TSX rules require shareholder approval of equity compensation plans only when such plans involve
newly issued securities. Equity compensation plans that do not provide for a fixed maximum number of securities to be issued must have a rolling maximum number of securities to be issued based on a
fixed percentage of the issuer's outstanding securities and must also be approved by shareholders every three years. If the plan provides a procedure for its amendment, the TSX rules require
shareholder approval of amendments only where the amendment involves a reduction in the exercise price or an extension of the term of options held by insiders. Secondly, the NYSE listing standards
require that any waivers of a company's code of business conduct and ethics for directors or executive officers be promptly disclosed. The

20   Talisman Energy 2006 Management Proxy Circular

---



Company
complies with the requirements of the CSA Rules which specify that material departures from the Policy on Business Conduct and Ethics by a director or executive officer which constitute a
material change to the Company will be promptly disclosed to shareholders. Finally, the NYSE listing standards require that the Audit Committee charter specify that the Audit Committee assist the
Board of Directors in its oversight of the Company's compliance with legal and regulatory requirements. The Company's Board oversees the Company's compliance with legal and regulatory requirements and
this responsibility specifically forms part of the Board's Terms of Reference. Each of the Board committees assists the Board in its oversight of the Company's compliance with legal and regulatory
requirements in each of their areas of responsibility.

Summaries
of the mandates of the Board, its committees (including position descriptions for the Chair of each committee), the Chairman and the Chief Executive Officer may be obtained from the Company
website at www.talisman-energy.com or upon request from: Investor and Corporate Communications Department, Talisman Energy Inc., Suite 3400, 888 Third Street S.W., Calgary,
Alberta, T2P 5C5, e-mail: tlm@talisman-energy.com. The Terms of Reference for the Board are reproduced in their entirety in this Schedule. In addition, the Terms of Reference for
the Audit Committee are reproduced in their entirety in Schedule C to the Company's Annual Information Form for the year ended December 31, 2006.

Independence of the Board

The CSA Rules state that a board should have a majority of independent directors. An independent director is defined as an individual who has no direct or
indirect material relationship with the Company (that is, a relationship which could, in the view of the Company's Board of Directors, be reasonably expected to interfere with the exercise of a
director's independent judgment). From January to May, 2006, the Board of Talisman was comprised of 11 directors, 10 of whom, including the Chairman of the Board, qualified as independent
directors as defined by the CSA Rules and Multilateral Instrument 52-110. From May to December 2006, the Board of Directors of Talisman was comprised of nine directors, eight
of whom, including the Chairman of the Board, qualified as independent directors as defined by the CSA Rules and Multilateral Instrument 52-110. The only related director is James
W. Buckee, President and Chief Executive Officer of the Company. The Board has therefore determined that in accordance with the CSA Rules, eight of the nine current directors have no direct or
indirect material relationship with the Company and that the Company is in compliance with the majority independent requirement of the CSA Rules.

In
accordance with a New York Stock Exchange rule that listed companies must have a majority of independent directors, the Board has determined that none of the eight unrelated directors has
any material relationship with the Company (other than serving as a director of the Company). Therefore, the Board has determined that all eight unrelated directors (being Douglas D. Baldwin, William
R. P. Dalton, Kevin S. Dunne, Lawrence G. Tapp, Stella M. Thompson, Robert G. Welty, Charles R. Williamson and Charles W. Wilson) are independent as defined by the rules of the New York Stock
Exchange. William R.P. Dalton, Charles R. Williamson and Chuck Wilson have relationships with the Company through their directorships or shareholdings with the HSBC group of companies in the case of
Mr. Dalton, Unocal Corporation (now Chevron Corporation ("Chevron") and Weyerhaeuser Inc. ("Weyerhaeuser") in the case of Mr. Williamson and Akita Drilling Ltd.
("Akita") in the case of Mr. Wilson. Talisman has ordinary course business dealings with each of HSBC, Chevron, Weyerhaeuser and Akita. The Board of Directors determined that neither
Mr. Dalton's nor Mr. Williamson's relationship with Talisman is material on account of the aforementioned relationships, principally on the grounds that (i) the relationships
Talisman has with each of HSBC, Chevron and Weyerhaeuser were entered into on terms substantially similar to those that would be offered to comparable counterparties in similar circumstances; and
(ii) the termination of a relationship with HSBC, Chevron or Weyerhaeuser in the normal course of business would not reasonably be expected to have a material and adverse effect on the
financial condition, results of operations or business of HSBC, Chevron or Weyerhaeuser. In other words, the personal interests of these directors are not linked to Talisman's successes through the
entities listed above. In addition, the Board has determined that Talisman's relationship to Akita might be material to Akita; however, the Board has determined that Mr. Wilson's relationship
with Talisman is not material on account of the aforementioned relationships, principally on the grounds that: (i) the relationship that Talisman has with Akita was entered into on terms
substantially similar to those that would be offered to comparable counterparties in similar circumstances; and (ii) Mr. Wilson's personal economic exposure to Akita is not material to
him. Accordingly, Talisman's relationship with each of HSBC, Chevron or Weyerhaeuser and Akita does not compromise Mr. Dalton's, Mr. Williamson's or Mr. Wilson's independence,
as applicable.

The
composition of the Board, including the independence of the Chairman and his specified role, ensures that the Board has in place appropriate structures and procedures to ensure that the Board can
function independently of management. All committees of the Board of Directors are composed entirely of unrelated, independent directors with the exception of the Executive Committee and the Pension
Funds Committee, the majority of whose members are unrelated and independent.

Talisman Energy 2006 Management Proxy Circular   21

---



The
results of the independence determinations made by the Board of Directors follow in tabular form:

|Name of Director      |  | Independent (I)/
Non-Independent (NI) |  | Committee Memberships                                                                 
|--------------------- |  | ------------------------------------- |  | --------------------------------------------------------------------------------------
|                     
|Douglas D. Baldwin    |  | I                                     |  | Executive, Governance and Nominating, Management Succession and
Compensation, Reserves
|                     
|James W. Buckee       |  | NI                                    |  | Executive, Pension                                                                    
|                     
|William R.P. Dalton   |  | I                                     |  | Audit, Pension                                                                        
|                     
|Kevin S. Dunne        |  | I                                     |  | Governance and Nominating, Pension, Reserves                                          
|                     
|Lawrence G. Tapp      |  | I                                     |  | Audit, Management Succession and Compensation                                         
|                     
|Stella M. Thompson    |  | I                                     |  | Executive, Management Succession and Compensation, Pension                            
|                     
|Robert G. Welty       |  | I                                     |  | Audit, Governance and Nominating                                                      
|                     
|Charles R. Williamson |  | I                                     |  | Management Succession and Compensation, Governance and Nominating                     
|                     
|Charles W. Wilson     |  | I                                     |  | Audit, Executive, Reserves                                                            
|                     

The Company's Board of Directors has adopted a policy regarding Board succession (the "Board Succession Policy"). The policy states that an independent
director should offer to resign if he or she has ceased to be independent. Board members are also required to advise the Chairman of the Governance and Nominating Committee where there is a
significant change in the member's personal status including a negative change in public profile, or significant changes in employment or health. Upon receipt of any such notification, the Governance
and Nominating Committee will consider the member's change in status in light of the Company's recruitment criteria and Board succession plans and, depending on the results of those deliberations, may
request the member's resignation from the Board of Directors. The Board of Directors considered the Board Succession Policy in detail in 2006. See "Board Succession" herein.

Other Directorships

Certain directors of the Company serve as directors of other reporting issuers. Disclosure of these directorships, as well as non-public
directorships which require a significant portion of a director's time, is contained in the Circular under the heading "Election of Directors". As at March 1, 2007, there were no interlocking
relationships between directors of the Company.

The
Company's Governance and Nominating Committee monitors the amount of other board memberships for current and proposed directors on an ongoing basis to ensure the ability of all directors to
effectively act in the best interests of the Company.

Orientation and Continuing Education

The Company has an orientation and development program for its Board. An orientation manual, which is updated for existing directors on a regular basis, is
provided to new Board members who are expected to review and become familiar with its contents. In addition, the Company conducts an orientation session with each new director to review the Company's
business, expectations of directors, current issues and opportunities and corporate goals and objectives. The Company also provides directors with opportunities to increase their knowledge and
understanding of the Company's business. The Board visits one of the Company's international locations, major domestic facilities or operating areas on an annual basis. Briefings on strategic issues
are completed on an ongoing basis but specifically at an annual strategy session, and typically include reviews of the competitive environment, the Company's performance relative to its peers, and any
other developments that could materially affect the Company's business. The Board is also briefed on a regular basis on corporate governance developments and emerging best practices in corporate
governance. In 2006, the orientation and continuing education activities of the Board and its members included the following:



In
addition, all Committees regularly receive informational papers on topics related to the particular Committee mandate as part of their Board and Board Committee mailings.

22   Talisman Energy 2006 Management Proxy Circular

---



Summary of Meetings Held, Attendance Record

During 2006, six Board meetings were held, one of which was called as a special meeting.

In-camera
sessions comprising only independent directors are required at each Board meeting and the Roles and Responsibilities of the Chairman of the Board contemplate that the holding of
such meetings is a duty of the Chairman. During the year ended December 31, 2006, the Board held three in-camera sessions. In addition to these regularly scheduled
in-camera sessions, the independent members of the Board conducted more comprehensive in-camera sessions for specific items including strategy, management structure and
succession planning. In addition, separate in-camera sessions were conducted by the Reserves Committee with the Company's Internal Qualified Reserves Evaluator and by the Audit Committee
with both the external auditor and internal auditors. The Chairman maintains regular contact with Board members regarding issues to come before the Board, and solicits views on matters considered
important to the function of the Board.

The
attendance record of each director during the 12 month period ended December 31, 2006 is as follows:

|Name                   |  | Board Meetings Attended |  | Committee Meetings Attended
|---------------------- |  | ----------------------- |  | ---------------------------
|                      
|Douglas D. Baldwin     |  | 6 of 6                  |  | 100%                       
|                      
|James W. Buckee        |  | 6 of 6                  |  | 100%                       
|                      
|William R.P. Dalton1   |  | 6 of 6                  |  | 100%                       
|                      
|Kevin S. Dunne         |  | 6 of 6                  |  | 100%                       
|                      
|Lawrence G. Tapp2      |  | 6 of 6                  |  | 100%                       
|                      
|Stella M. Thompson     |  | 6 of 6                  |  | 100%                       
|                      
|Robert G. Welty        |  | 6 of 6                  |  | 100%                       
|                      
|Charles R. Williamson4 |  | 6 of 6                  |  | 100%                       
|                      
|Charles W. Wilson      |  | 6 of 6                  |  | 100%                       
|                      

Board Succession

The Governance and Nominating Committee continued to consider succession planning for Board members in 2006.

In
2004, the Governance and Nominating Committee adopted screening and assessment guidelines to assist in the process of identifying new Board members. To assist in the Company's selection process,
the Governance and Nominating Committee also created a profile of ideal characteristics and qualifications of new nominees which takes into account the Company's governance framework and current Board
composition. The Company maintains an evergreen list of potential Board members. In 2006, the Governance and Nominating Committee updated its profile of all current directors' experience and
qualifications to assist in succession planning. The Governance and Nominating Committee also reviewed the Board Succession Policy in detail, and considered it against various governance principles
including mandatory retirement ages and term limits for directors. The Board approved a waiver, until May 2008, of the retirement age of 70 contained in the Board Succession Policy in
favour of Douglas D. Baldwin,

Talisman Energy 2006 Management Proxy Circular   23

---



the
Chairman of the Board. In light of the strong performance and attributes of the Chairman of the Board to date, and recent Board and management changes, the Board determined that it would be in the
best interests of the Corporation to make a two year exception to the retirement age for Douglas D. Baldwin. The continued service of Mr. Baldwin as a director and Chairman of the Board is
subject to shareholder approval at each annual general meeting of shareholders of the Corporation.

The
Governance and Nominating Committee's director succession planning is an ongoing exercise. An external consultant has also been retained to assist in succession planning for the Chairman of the
Board and directors.

Terms of Reference

In 2006, the terms of reference of each of the Management Succession and Compensation Committees and the Pension Funds Committees were updated following a review
of Talisman's pension governance structures. Each Board Committee is asked on an annual basis to consider whether changes to its Terms of Reference are required. All changes to Terms of Reference are
reviewed by the Governance and Nominating Committee before recommendations are made to the Board.

Responsibilities of the Board

The Board of Directors of the Company sees its principal role as stewardship of the Company and its fundamental objective as the creation of shareholder value, including the
protection and enhancement of the value of the Company's assets. The Board's stewardship responsibility means that
it oversees the conduct of the business and management, which is responsible for developing long-term strategy and conducting the Company's day-to-day business. In
addition to strategy discussions at regularly scheduled Board meetings, the Board meets at an extended annual Board session to specifically review and approve corporate strategy.

The
Board assesses and ensures systems are in place to manage the risks of the Company's business with the objective of preserving the Company's assets. The Board, through the Chief Executive Officer,
sets the attitude and disposition of the Company towards compliance with applicable laws, environmental, safety and health policies, financial practices and reporting. In addition to its primary
accountability to shareholders, the Board is also accountable to employees, government authorities, other stakeholders and the public.

|                                          
|------------------------------------------
|                                          
|Terms of ReferencePrimary Responsibilities
|                                          
|Other Expectations                        
|                                          
|Non-Delegable Responsibilities            
|                                          

24   Talisman Energy 2006 Management Proxy Circular

---



The Board of Directors has developed Terms of Reference for the Board embodying the foregoing which are reproduced in their entirety at the end of this Schedule. To assist Board members in performing
their responsibilities, the Company has adopted a policy whereby, with the approval of the Chairman of the Governance and Nominating Committee or the Board, a Board member may engage an outside
advisor at the Company's expense.

Committees of the Board

The Board of Directors has established six committees: the Audit Committee, the Executive Committee, the Governance and Nominating Committee, the Management Succession and
Compensation Committee, the Pension Funds Committee and the Reserves Committee. All committees are comprised of a majority of unrelated, independent directors. The President and Chief Executive
Officer is the only related director on the Board and is a member of the Executive Committee and the Pension Funds Committee. All other committees are composed exclusively of unrelated, independent
directors. With the exception of the Executive Committee, for which there are no regularly scheduled meetings, the committees of the Board convene in accordance with an annually developed schedule.

Audit Committee

|                  
|------------------
|                  
|Terms of Reference
|                  

Talisman Energy 2006 Management Proxy Circular   25

---



|                    
|--------------------
|Membership          
|                    
|Independence        
|                    
|Simultaneous Service
|                    
|Financial Literacy  
|                    

The following report of the Audit Committee of the Company shall not be deemed to be "soliciting material" or to be "filed" with the Canadian securities
regulators or the U.S. Securities and Exchange Commission ("SEC"), nor shall this report be incorporated by reference into any filing made by the Company under the U.S. Securities
Exchange Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.

The
Audit Committee met with management and the independent auditor to review and discuss the December 31, 2006 financial statements. The Audit Committee also discussed with the independent
auditor the matters included in the U.S. Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee has also received written disclosures from the
independent auditor included in the
U.S. Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent auditor that firm's
independence.

Based
upon the Audit Committee's review and discussions with management and the independent auditor, and the Audit Committee's review of the representations of management and the independent auditor,
the Audit Committee recommended that the Board of Directors approve the audited consolidated financial statements for filing with the Canadian securities regulators and the SEC, and include the
audited consolidated financial statements in the Company's annual report to shareholders for the year ended December 31, 2006.

The
Audit Committee is committed to compliance with all applicable accounting policies, procedures and related controls. In accordance with the requirements of the U.S. Securities Exchange Act
of 1934 and Multilateral Instrument 52-110, the Audit Committee has adopted procedures for (a) the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting
or auditing matters.



26   Talisman Energy 2006 Management Proxy Circular

---



Executive Committee

|                  
|------------------
|                  
|Terms of Reference
|                  
|Membership        
|                  
|Independence      
|                  

Governance and Nominating Committee

|                  
|------------------
|                  
|Terms of Reference
|                  
|Membership        
|                  
|Independence      
|                  

Talisman Energy 2006 Management Proxy Circular   27

---



Management Succession and Compensation Committee

|                  
|------------------
|                  
|Terms of Reference
|                  
|Membership        
|                  
|Independence      
|                  

Pension Funds Committee

|                  
|------------------
|                  
|Terms of Reference
|                  
|Membership        
|                  
|Independence      
|                  

28   Talisman Energy 2006 Management Proxy Circular

---



Reserves Committee

|                  
|------------------
|                  
|Terms of Reference
|                  
|Membership        
|                  
|Independence      
|                  

Roles and Responsibilities of the Chairman of the Board

The principal role of the Chairman of the Board is to manage and provide leadership to the Board of Directors. The Chairman is accountable to the Board and acts as a direct
liaison between the Board and management of the Company through the Chief Executive Officer. In addition, the Chairman acts as a communicator for Board decisions where appropriate.

|                  
|------------------
|                  
|Terms of Reference
|                  

Roles and Responsibilities of the Chief Executive Officer

The Chief Executive Officer is responsible for leading the development and execution of the Company's long term strategy with a view to creating shareholder value. The Chief
Executive Officer's leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company's long and short term
plans. The Chief Executive Officer acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The Chief Executive Officer also
communicates on behalf of the Company to shareholders, employees, government authorities, other stakeholders and the public.

Talisman Energy 2006 Management Proxy Circular   29

---





|                  
|------------------
|                  
|Terms of Reference
|                  

Director Share Ownership Policy

The Company adopted a Deferred Share Unit Plan for non-employee directors effective January 1, 2001 to support the alignment of director and
shareholder interests. More information about the Deferred Share Unit Plan is provided under the heading "Remuneration of Directors" in the Circular.

In
August 1998, the Board adopted a program regarding director ownership of Company shares, which was subsequently updated by the Company's Governance and Nominating Committee in
May 2004. In May 2005, the Governance and Nominating Committee further revised the director share ownership policy to link the amount of required director ownership levels to annual
retainers for Board members. The program requires non-executive directors to own a minimum number of Common Shares and DSUs, to be accumulated over a five year period. Taking into
consideration the three-for-one division of the Common Shares that occurred in May 2006, the following accumulation schedule is currently in effect:

|Timetable1    |  | Multiple of Common Shares and/or Deferred Share Units to be Accumulated by all Non-Executive Directors 2,3
|------------- |  | ----------------------------------------------------------------------------------------------------------
|             
|End of Year 1 |  | 0.6 × Annual Retainer                                                                                     
|             
|End of Year 2 |  | 1.2 × Annual Retainer                                                                                     
|             
|End of Year 3 |  | 1.8 × Annual Retainer                                                                                     
|             
|End of Year 4 |  | 2.4 × Annual Retainer                                                                                     
|             
|End of Year 5 |  | 3.0 × Annual Retainer                                                                                     
|             

Irrespective of a non-executive director's actual Common Share or DSU ownership, a minimum of 40% of the annual Board retainer must be allocated to
the DSU program. In addition, a director may voluntarily elect that all or a portion of his or her committee and Board attendance fees be allocated to the DSU program. Directors who do not meet the
requirements of the director share ownership policy must either elect to receive a higher portion of their fees in the form of DSUs, or otherwise acquire shares of the Company until they are in
compliance with the accumulation schedule listed above.

30   Talisman Energy 2006 Management Proxy Circular

---



All
directors elected at the last shareholder's meeting own shares or DSUs of the Company that meet or exceed the levels of ownership set by the internal program described above. The following table
sets out each independent directors' equity ownership in the Corporation and any changes in the ownership interest since March 1, 2006.

|                      |  |                   |  | Equity Ownership as at March 1, 2006 |  | Equity Ownership as at March 1, 20072 |  | Net Changes in Equity Ownership2 |  |         | Value of Equity Investment at |               | Does the Director meet the Minimum Share
|--------------------- |  | ----------------- |  | ------------------------------------ |  | ------------------------------------- |  | -------------------------------- |  | ------- | ----------------------------- | ------------- | ----------------------------------------
|Name                  |  | Years of Service1 |  | Common Shares                        |  | DSUs                                  |  | Common Shares                    |  | DSUs    |                               | Common Shares |                                         
|                     
|Douglas R. Baldwin    |  | 3                 |  | 12,500                               |  | 20,477                                |  | 37,500                           |  | 80,808  |                               | 25,000        |                                         
|                     
|William R.P. Dalton   |  | 1                 |  | 0                                    |  | 0                                     |  | 0                                |  | 4,185   |                               | 0             |                                         
|                     
|Kevin S. Dunne        |  | 3                 |  | 3,000                                |  | 2,917                                 |  | 9,000                            |  | 13,004  |                               | 6,000         |                                         
|                     
|Lawrence G. Tapp      |  | 3                 |  | 7,122                                |  | 2,290                                 |  | 21,366                           |  | 11,205  |                               | 14,244        |                                         
|                     
|Stella M. Thompson    |  | 3                 |  | 7,500                                |  | 6,056                                 |  | 22,500                           |  | 22,589  |                               | 15,000        |                                         
|                     
|Robert G. Welty       |  | 3                 |  | 7,500                                |  | 4,807                                 |  | 22,500                           |  | 19,986  |                               | 15,000        |                                         
|                     
|Charles R. Williamson |  | 1                 |  | 0                                    |  | 0                                     |  | 0                                |  | 8,319   |                               | 0             |                                         
|                     
|Charles W. Wilson     |  | 3                 |  | 3,000                                |  | 10,575                                |  | 9,000                            |  | 36,157  |                               | 6,000         |                                         
|                     
|Total                 |  |                   |  | 40,622                               |  | 47,122                                |  | 121,866                          |  | 196,253 |                               | 81,244        |                                         
|                     

Executive Share Ownership Guidelines

In December 2004, the Management Succession and Compensation Committee considered and approved Executive Share Ownership Guidelines applicable to various
officers of the Company effective January 1, 2005. The following basic accumulation schedule has been adopted:

|Executive Level          |  | Ownership Requirement
|------------------------ |  | ---------------------
|                        
|Chief Executive Officer  |  | 4 times base salary  
|                        
|Executive Vice-President |  | 2 times base salary  
|                        
|Vice-President           |  | 1 times base salary  
|                        

Executives to whom this policy applies must reach the minimum required level of share ownership within five years of the implementation of the policy. Ownership
requirements also apply to persons becoming executives, and such individuals are required to reach the required level within five years of the date of his or her appointment. In calculating ownership,
the aggregate value of Common Shares owned, and the net value of all exercisable and vested stock options may be used.

Policy on Business Conduct and Ethics

In December 2003, the Company revised its Policy on Business Conduct and Ethics (the "Ethics Policy") to better reflect the evolving area of
corporate responsibility and to incorporate the new corporate governance standards. In 2005, the Ethics Policy was updated to elaborate the Company's procedures for the reporting of complaints related
to accounting and auditing matters, to conform various aspects of the Ethics Policy to the CSA Rules and to reflect various administrative changes.

The
Board monitors compliance with the Ethics Policy. Certificates are required at least annually from all worldwide employees, directors and various consultants of the Company which confirm
compliance with the Ethics Policy or disclose any deviations therefrom. Disclosures contained in the certificates are compiled and reported to the Board of Directors for consideration. No waivers from
this policy were granted for the benefit of the Company's directors or executive officers during the year ended December 31, 2006.

The
Company's Ethics Policy is applicable to all directors, officers and employees of the Company, and can be obtained from the Company's website at www.talisman-energy.com or upon request from:
Investor and Corporate Communications Department, Talisman Energy Inc., Suite 3400, 888 Third Street S.W., Calgary, Alberta, T2P 5C5, e-mail:
tlm@talisman-energy.com. The Ethics Policy has been filed with Canadian securities regulators and can be accessed through www.sedar.com.

Talisman Energy 2006 Management Proxy Circular   31

---



Performance Assessments

Assessments of the Board, its Committees, and individual directors (including special assessments of the Chairman of the Board and Committee Chairs) are
conducted on an annual basis. The following describes the processes by which these assessments are conducted:

Annual
Board Assessment by All Directors: Directors complete an annual questionnaire which assesses the Board's effectiveness and performance against its terms of reference. The questionnaires are
returned to the Chairman of the Board who reviews and summarizes the results, without attribution to individual Board members, at the directors' meeting held in February of each year. As a result of
the Chairman's report, Board members identify areas of improvement and communicate their discussions to management for implementation as required.

Annual
Assessment of each Committee by Members of that Committee: Each Committee Chair is responsible for conducting a review of his or her Committee's performance over the past year. Members of each
Committee are provided with an annual questionnaire which asks them to assess Committee performance against specific terms of reference, as well as comment on communications, presentations, reporting
and other items which assist the Committee in fulfilling its mandate. Each Committee Chair reviews and summarizes the results of the review, which are then discussed with the Chairman of the Board.
Areas for improvement are reported to the full Board through the Chairman's overall performance assessment discussed above.

Annual
Assessment of the Chairman of the Board by All Other Directors: The Chairman of the Governance and Nominating Committee conducts an annual assessment of the Chairman of the Board. Individual
responses are received by the Chairman of the Governance and Nominating Committee who summarizes the results and reports areas for improvement to the full Board.

Annual
Assessment of each Committee Chair by All Other Committee Members: Members of each Committee are asked to annually assess and comment on the performance, knowledge and effectiveness of each
Committee Chair.

Annual
Assessment of Individual Directors by Other Directors: The annual questionnaire assessing Board effectiveness also provided directors with the opportunity to comment on the performance of
individual directors. Recognizing the sensitive nature of this assessment, the Chairman of the Board also conducts individual interviews with each director to solicit feedback on the performance of
their peers.

The
results of the performance assessments above are used not only to ensure continuous improvement of Board effectiveness, but to identify possible adjustments to Committee structure and membership,
as well as to the applicable terms of reference for the Board, its Committees and Committee Chairs, the Chairman of the Board and Chief Executive Officer.

The
terms of the mandate of the Board ensure that the Company annually confirms or redetermines its long-term strategy and strategic objectives and sets its budget and development plan for
the ensuing three year period. This process produces specific annual and longer term goals for the Company that are further developed into specific performance contracts for each of the executive
officers of the Company based upon that executive officer's role in the Company. Through this process, each executive officer (including the President and Chief Executive Officer) individually, and
the executive officers as a whole, are made directly responsible for achieving the annual and medium term goals of the Company. A significant portion of the annual compensation of each executive
officer is based upon achieving these Company and individual goals.

Shareholder Communications

The Company has adopted a Disclosure Policy which applies to directors, employees and third parties who represent the Company and its subsidiaries. The
objectives of the Disclosure Policy are to: (1) ensure that the Company broadly disseminates information in a timely manner in order to keep securityholders and capital markets appropriately
informed regarding the Company; (2) prevent the improper use or disclosure of material information and give guidance on dealing with other confidential information pertaining to the Company;
(3) raise awareness of disclosure requirements and the Company's approach to disclosure; (4) provide guidance concerning communicating corporate information to investors, industry
analysts, members of the media and the investing public; and (5) ensure compliance with all applicable legal and regulatory requirements relating to disclosure.

In
addition to the required annual, quarterly and timely reporting of information, the Company regularly makes presentations to industry analysts and investors and regularly holds investor open
houses. The Company also meets informally upon request with investors and analysts, but is required to do so in accordance with the requirements of the Disclosure Policy. The Company's Investor
Relations and Corporate Communications Department has the specific mandate of responding in a timely manner to all inquiries received from shareholders, analysts and potential investors. Shareholder
inquiries or suggestions are forwarded to the appropriate person or to senior management. Shareholders may also obtain corporate information on the Company's external website at
www.talisman-energy.com.

32   Talisman Energy 2006 Management Proxy Circular

---



QuickLinks