Exhibit 99.8



---





Schedule A  Statement of Corporate Governance Practices

Highlights of 2007 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 2007:



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-US companies and substantially all of the NYSE corporate governance listing standards applicable to
US 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 US 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 specific 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 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.

26   Talisman Energy 2007 Management Proxy Circular

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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: Corporate and Investor Communications Department, Talisman Energy Inc., 3400, 888 - 3rd Street SW,
Calgary, Alberta, T2P 5C5, or by e-mail at: 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, 2007.

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). Throughout 2007, the Board made the following conclusions regarding the Company's compliance with the majority independent requirement of the CSA Rules and
Multilateral Instrument 52-110 ("MI 52-110"):



In
accordance with a NYSE rule that listed companies must have a majority of independent directors, the Board has determined that none of the nine unrelated directors who are standing for election has
any material relationship with the Company (other than serving as a director of the Company). Therefore, the Board has determined that all such nine unrelated directors (being Douglas D.
Baldwin, William R. P. Dalton, Kevin S. Dunne, Lawrence G. Tapp, Stella M. Thompson, John D. Watson, Robert G. Welty,

Talisman Energy 2007 Management Proxy Circular   27

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Charles R.
Williamson and Charles W. Wilson) are independent as defined by the rules of the NYSE. The basis for and results of the independence determinations made by the Board of
Directors follow in tabular form:

|Name of Director      |  | Independent (I)/
Non-Independent(NI) |  | Relationship(s) examined and basis for determination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------- |  | ------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     
|Douglas D. Baldwin    |  | I                                    |  | Former executive of TransCanada PipeLines Limited. Previous member of the Board of Governors of the University of Calgary (U of C); Talisman has committed $2 million to U of C as a corporate
donor. The relationship the Company has with TransCanada was entered into on terms substantially similar to those that would be offered to comparable counterparties in similar circumstances; the termination of a relationship with TransCanada or
U of C 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 the U of C or TransCanada. Not material relationships
with the Company.
|                     
|William R.P. Dalton   |  | I                                    |  | Former executive of HSBC Bank plc. Director of AEGIS Managing Agency for Lloyds of London Syndicate 1225. The relationship the Company has with each of HSBC and AEGIS was entered into on terms substantially
similar to those that would be offered to comparable counterparties in similar circumstances; the termination of a relationship with either company 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 either company. Not material relationships with the Company.                                                                                                   
|                     
|Kevin S. Dunne        |  | I                                    |  | No relationships requiring examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                     
|John A. Manzoni       |  | NI                                   |  | Executive officer of the Company. Determined as non-independent pursuant to CSA Rules, MI 52-110 and NYSE standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     
|Lawrence G. Tapp      |  | I                                    |  | No relationships requiring examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                     
|Stella M. Thompson    |  | I                                    |  | No relationships requiring examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                     
|John D. Watson        |  | I                                    |  | Former executive of EnCana Corporation. Any relationships the Company has with EnCana are entered into on terms substantially similar to those that would be offered to comparable counterparties in similar circumstances;
the termination of a relationship with EnCana 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 EnCana. Not a material relationship
with the Company.                                                                                                                                                                                                   
|                     
|Robert G. Welty       |  | I                                    |  | No relationships requiring examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                     
|Charles R. Williamson |  | I                                    |  | Former executive of Unocal Corporation (now Chevron Corporation); director of Weyerhauser Inc. Any relationships the Company has with each of Chevron and Weyerhauser are entered into on terms substantially
similar to those that would be offered to comparable counterparties in similar circumstances; the termination of a relationship with either company 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 either company. Not material relationships with the Company.                                                                                                    
|                     
|Charles W. Wilson     |  | I                                    |  | Director of Akita Drilling Ltd. The Company's relationship to Akita might be material to Akita; however: (i) the relationship that the Company 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. Not a material relationship with the Company.                                                                                                                                                                                                                                                                        
|                     

28   Talisman Energy 2007 Management Proxy Circular

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The Company's Board of Directors has adopted a policy regarding Board succession (the "Board Succession Policy"). The Board Succession 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. See "Board Succession" herein.

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, the majority of
whose members are unrelated and independent.

Other and Interlocking 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".

Douglas
D. Baldwin and John D. Watson currently serve as directors of UTS Energy Corporation. Neither Mr. Baldwin nor Mr. Watson serves as management of UTS Energy Corporation.

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. Since March 2007, the orientation and continuing education activities of the Board and its members have 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. Board members are
canvassed on an annual basis to determine whether they have educational needs on topics specific to the Company.

Summary of Meetings Held, Attendance Record

During 2007, 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 upon completion of the ordinary business of the Board is a duty of the Chairman. During the year ended December 31, 2007, the Board held in-camera sessions at each
regularly scheduled meeting of the Board. In addition to these regularly scheduled in-camera sessions, the independent members of the Board

Talisman Energy 2007 Management Proxy Circular   29

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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, 2007 is as follows:

|Name                    |  | Board Meetings Attended |  | Committee Meetings Attended | 
|----------------------- |  | ----------------------- |  | --------------------------- | 
|                        | 
|Douglas D. Baldwin      |  | 6 of 6                  |  | 100%                        | 
|                        | 
|William R.P. Dalton     |  | 6 of 6                  |  | 100%                        | 
|                        | 
|Kevin S. Dunne          |  | 6 of 6                  |  | 100%                        | 
|                        | 
|John A. Manzoni 1       |  | 2 of 2                  |  | 100%                        | 
|                        | 
|Lawrence G. Tapp        |  | 6 of 6                  |  | 100%                        | 
|                        | 
|Stella M. Thompson      |  | 6 of 6                  |  | 100%                        | 
|                        | 
|John D. Watson 2        |  | 2 of 2                  |  | 100%                        | 
|                        | 
|Robert G. Welty         |  | 6 of 6                  |  | 100%                        | 
|                        | 
|Charles R. Williamson   |  | 6 of 6                  |  | 100%                        | 
|                        | 
|Charles W. Wilson       |  | 6 of 6                  |  | 100%                        | 
|                        | 
|Overall attendance rate |  |                         |  | 100%                        | 
|                        | 

Notes:

Board Succession

The Governance and Nominating Committee gave particular focus to succession planning for Board members in 2007.

In
2004, the Governance and Nominating Committee adopted screening and assessment guidelines to assist in the process of identifying new Board members. To further 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

30   Talisman Energy 2007 Management Proxy Circular

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governance
framework and current Board composition. Ideal characteristics may include: service on other public company boards; senior executive experience including experience as a Chief Executive
Officer or President of a multinational division or subsidiary; general experience with internationally focused organizations having diverse cultural environments and regulatory structures; specific
experience with international exploration and production companies; technical expertise in the oil and gas industry; and financial acumen, including senior executive experience related to financial
reporting, accounting functions and public capital markets. Each potential Board candidate is also reviewed in the context of his or her previous positions and appointments to assess potential
effectiveness as a director, leadership qualities and unique perspectives that would contribute to the Board as a whole. The Company maintains an evergreen list of potential Board members.

In
2007, the Governance and Nominating Committee updated its profile of all current directors' experience and qualifications to assist in succession planning. Using the profiles and evergreen list
noted above, the Governance and Nominating Committee identified and considered various candidates throughout 2007. As a result, John D. Watson, who is considered independent, was appointed to
the Board of Directors on October 15, 2007.

Also
in 2007, the Governance and Nominating Committee reviewed the Board Succession Policy in detail. Upon recommendation from the Governance and Nominating Committee and after determining it to be in
the best interests of the Corporation, the Board approved a waiver, until the end of the 2009 shareholders' meeting, of the retirement age of 70 contained in the Board Succession Policy in
favour of Douglas D. Baldwin, the Chairman of the Board, and Lawrence G. Tapp, the Chair of the Management Succession and Compensation Committee. The continued service of
Douglas D. Baldwin and Lawrence G. Tapp 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. On an annual basis, the Governance and Nominating Committee also reviews the size of the Board with a
view to Board effectiveness.

Terms of Reference

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 toward compliance with applicable laws, environmental, safety and health policies, financial practices and reporting. In addition to

Talisman Energy 2007 Management Proxy Circular   31

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its
primary accountability to shareholders, the Board is also accountable to employees, government authorities, other stakeholders and the public.

|                              
|------------------------------
|Terms of Reference            
|Primary Responsibilities      
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|Other Expectations            
|                              
|Non-Delegable Responsibilities
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              

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. 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.

32   Talisman Energy 2007 Management Proxy Circular

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Audit Committee

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

Talisman Energy 2007 Management Proxy Circular   33

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|                     |  | 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, and it determines the appropriate amount of funding the
Company is to provide for compensation of such advisors.                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  | For additional information on the Audit Committee, please see Schedule C to the Company's Annual Information Form for the year ended December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                    
|Membership           |  | William R.P. Dalton, John D. Watson, Robert G. Welty 1, and Charles W. Wilson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                    
|Independence         |  | All members are unrelated, independent directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    
|Simultaneous Service |  | One member of the Audit Committee simultaneously serves on the audit committees of more than three public companies. The Board has determined that such simultaneous service does not impair the ability of this member to
effectively serve on the Company's Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                  
|                    
|Financial Literacy   |  | The Board has also determined that all members of the Audit Committee are "financially literate" as defined in MI 52-110. 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. The Board has also determined that Robert G. Welty is an "audit committee financial expert" as defined by the listing standards of the NYSE and related US securities legislation.
|                    

Note:

Audit Committee Report

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
US Securities and Exchange Commission ("SEC"), nor shall this report be incorporated by reference into any filing made by the Company under the US Securities Act of 1933, as
amended, or the US Securities Exchange Act of 1934, as amended.

The
Audit Committee met with management and the independent auditor to review and discuss the December 31, 2007 financial statements. The Audit Committee also discussed with the independent
auditor the matters included in the US 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 US 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, 2007.

The
Audit Committee is committed to compliance with all applicable accounting policies, procedures and related controls. In accordance with the requirements of the US Securities Exchange Act of
1934 and MI 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.



34   Talisman Energy 2007 Management Proxy Circular

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Executive Committee

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

Note:

Governance and Nominating Committee

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

Note:

Talisman Energy 2007 Management Proxy Circular   35

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Management Succession and Compensation Committee

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

Note:

36   Talisman Energy 2007 Management Proxy Circular

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Pension Funds Committee

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

Note:

Reserves Committee

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

Note:

Talisman Energy 2007 Management Proxy Circular   37

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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.

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

38   Talisman Energy 2007 Management Proxy Circular

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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:

|Timetable 1   |  | 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 X Annual Retainer                                                                                      
|             
|End of Year 2 |  | 1.2 X Annual Retainer                                                                                      
|             
|End of Year 3 |  | 1.8 X Annual Retainer                                                                                      
|             
|End of Year 4 |  | 2.4 X Annual Retainer                                                                                      
|             
|End of Year 5 |  | 3.0 X Annual Retainer                                                                                      
|             

Notes:

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.

All
directors elected at the last shareholders' 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 director's equity ownership in the Corporation and any changes in the ownership interest since December 31, 2006.

|                      |  |                   |  | Equity Ownership
as at
December 31, 2006 |  | Equity Ownership
as at
December 31, 20072 |  | Net Changes in
Equity Ownership2 |  |         | Total 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 D. Baldwin    |  | 4                 |  | 37,500                                   |  | 80,808                                    |  | 37,500                           |  | 93,199  |                                     | 0             |                                         
|                     
|William R.P. Dalton   |  | 2                 |  | 0                                        |  | 4,185                                     |  | 0                                |  | 8,110   |                                     | 0             |                                         
|                     
|Kevin S. Dunne        |  | 4                 |  | 9,000                                    |  | 13,004                                    |  | 9,000                            |  | 17,009  |                                     | 0             |                                         
|                     
|Lawrence G. Tapp      |  | 4                 |  | 21,366                                   |  | 11,205                                    |  | 21,366                           |  | 14,943  |                                     | 0             |                                         
|                     
|Stella M. Thompson    |  | 4                 |  | 22,500                                   |  | 22,589                                    |  | 22,500                           |  | 26,990  |                                     | 0             |                                         
|                     
|John D. Watson        |  | 0                 |  | 0                                        |  | 0                                         |  | 0                                |  | 0       |                                     | 0             |                                         
|                     
|Robert G. Welty       |  | 4                 |  | 22,500                                   |  | 19,986                                    |  | 22,500                           |  | 25,531  |                                     | 0             |                                         
|                     
|Charles R. Williamson |  | 2                 |  | 0                                        |  | 8,319                                     |  | 0                                |  | 17,847  |                                     | 0             |                                         
|                     
|Charles W. Wilson     |  | 4                 |  | 9,000                                    |  | 36,157                                    |  | 9,000                            |  | 40,371  |                                     | 0             |                                         
|                     
|Total                 |  |                   |  | 121,866                                  |  | 196,253                                   |  | 121,866                          |  | 244,000 |                                     | 0             |                                         
|                     

Notes:

Talisman Energy 2007 Management Proxy Circular   39

---



Executive Share Ownership Guidelines

The Company has adopted Executive Share Ownership Guidelines to better align the interests of executives to those of shareholders. See "Management Succession and
Compensation Committee Report  Share Ownership Guidelines" herein.

Policy on Business Conduct and Ethics

In December 2003, the Company revised its Policy on Business Conduct and Ethics ("PBCE") to better reflect the evolving area of corporate responsibility
and to incorporate the new corporate governance standards. In 2005, the PBCE 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 PBCE to the CSA Rules and to reflect various administrative changes.

The
Board monitors compliance with the PBCE. Certificates are required at least annually from all worldwide employees, directors and various consultants of the Company which confirm compliance with
the PBCE 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, 2007.

The
Company's PBCE 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: Corporate and
Investor Communications Department, Talisman Energy Inc., 3400, 888 - 3rd Street SW, Calgary, Alberta, T2P 5C5, or by e-mail at:
tlm@talisman-energy.com. The Ethics Policy has been filed with Canadian securities regulators and can be accessed through www.sedar.com.

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:



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

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Board,
its Committees and Committee Chairs, the Chairman of the Board and Chief Executive Officer. The Governance and Nominating Committee also uses the results of the annual performance assessments
to further succession planning efforts.

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 Corporate and
Investor 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.

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Terms of Reference  Board of Directors

Roles and Responsibilities

The principal role of the Board of Directors is stewardship of the Company with the creation of shareholder value, including the protection and enhancement of
the value of its assets, as the fundamental objective. The stewardship responsibility means that the Board oversees the conduct of the business and management, which is responsible for the
day-to-day conduct of the business. The Board must assess and ensure 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 ("CEO"), 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.

A. Primary Responsibilities

The principal responsibilities of the Board required to ensure the overall stewardship of the Company are as follows:



B. Non-Delegable Responsibilities

Pursuant to theCanada Business Corporations Act(the "Act"), various matters are considered of such
importance so as to warrant the attention of all Directors and, accordingly, the Act prescribes that such matters either cannot be delegated or may only be delegated in a qualified or
partial manner:



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C. Typical Board Matters

The following is not an exhaustive list but typifies matters generally considered by the Board in fulfilling its responsibility for stewardship of the Company.
The Board may determine it appropriate to delegate certain of these matters to committees of the Board:



D. Board Committees

The Board of Directors has the authority to appoint a committee or committees of the Board and may delegate powers to such committees (with the exceptions
prescribed by the Act). The matters to be delegated to committees of the Board and the constitution of such committees are assessed annually or more frequently as circumstances require. The following
committees are ordinarily constituted:



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Composition and Procedure

The Board of Directors is elected annually by shareholders and consists of a minimum of four directors and a maximum of 20 directors, as determined from
time to time by the Directors. The number of Directors is currently comprised of 10 members. While the election of directors is ultimately determined by the shareholders, it is the policy of
the Board that a majority of the Directors as well as the Chairman of the Board be independent (as defined under applicable stock exchange rules and securities laws).

The
Chairman of the Board presides as Chair at all meetings of the Board and shareholders of the Company. The Corporate Secretary or, in the absence of the Corporate Secretary, an Assistant Corporate
Secretary attends all meetings of the Board and shareholders and records the proceedings thereof. The Corporate Secretary prepares and keeps minutes and records of all meetings of the Board.

Meetings
of the Board of Directors, including telephone conference meetings, are to be held at such time and place as the Chairman of the Board, the President and CEO, an Executive
Vice-President who is a Director, or any two Directors may determine. Notice of meetings shall be given to each Director not less than 48 hours before the time of the meeting.
Meetings of the Board of Directors may be held without formal notice if all of the Directors 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 delivered personally, given by mail, facsimile or other electronic means of communication.

Any
five members of the Board of Directors constitutes a quorum at any meeting.

Each
Board member is expected to attend Board meetings and meetings of committees of which he or she is a member and to become familiar with deliberations and decisions as soon as possible after any
missed meetings. In that regard, members of the Board are expected to prepare for Board (and committee) meetings by reviewing meeting materials distributed to members of the Board, to the
extent feasible, in advance of such meetings. Matters of a confidential or sensitive nature may be discussed at Board (or committee) meetings without advance distribution of meeting materials
to members of the Board. It is expected that members of the Board will actively participate in determining and setting the long and short term goals and interests of the Corporation.

In
recognition of its independence, the Board shall regularly hold discussions without management present.

A
resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of the Directors is as valid as if it had been passed at a meeting of the Directors. A copy of any
such resolution in writing is kept with the minutes of the proceedings of the Directors.

At
meetings of the Board, any matter requiring a resolution of the Directors is decided by a majority of the votes cast on the question; and in the case of an equality of votes, the Chair of the
meeting is entitled to a second or casting vote.

The
Board shall ensure that there is a process in place for annually evaluating the effectiveness of the Board, the committees of the Board and individual directors.

Compensation

No Director, unless he or she is an officer of the Company, should receive remuneration from the Company other than compensation received in his or her capacity
as a Director.

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