Common use of Additional Documents Incorporated by Reference Clause in Contracts

Additional Documents Incorporated by Reference. 1. Supplemental Financial Information dated November 7, 2006 relating to discontinued operations. From time to time Talisman Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to enter into one or more underwriting agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable underwriting agreement (such firms constituting the “Underwriters” with respect to such underwriting agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such underwriting agreement (with respect to such underwriting agreement, the “Designated Securities”). Each particular underwriting agreement shall be deemed to incorporate the provisions hereof (these “Standard Provisions”) into such underwriting agreement, and each such underwriting agreement, together with these Standard Provisions so incorporated therein, is collectively referred to as the “Underwriting Agreement”. The terms “this Agreement”, “hereof”, “herein” and similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisions. The terms and rights of any particular issuance of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Underwriting Agreement. Particular sales of Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Underwriting Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Underwriting Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. An Underwriting Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Underwriting Agreement shall be several and not joint.

Additional Documents Incorporated by Reference. 1SCHEDULE III TO ANNEX I [To be modified as appropriate and completed prior to execution of this Terms Agreement] BARCLAYS BANK PLC Title of Subscription Securities: Aggregate Principal Amount Offered: Price to Public: Settlement Date: Managing Underwriters: Subscription Price by Underwriters: Maturity Date: Interest Rate: Interest Payment Dates: Interest Reset Dates: Redemption Provisions: [Other Provisions:] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Supplemental Financial Information Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [•]. ANNEX II Barclays Bank PLC Administrative Procedure This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated November 7[•], 2006 relating to discontinued operations. From time to time Talisman Energy Inc.2007 (the “Distribution Agreement”), between Barclays Bank PLC, a corporation organized under the laws of Canada England and Wales (the “CompanyBank”)) on the one hand and Barclays Capital Inc. on the other, proposes to enter into one or more underwriting agreements which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the form Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of Annex I heretothe Securities, with such additions the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and deletions as the parties thereto may determine, and, subject Distribution Agreement shall control. The procedures to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable underwriting agreement (such firms constituting the “Underwriters” be followed with respect to such underwriting agreement and the securities specified therein) certain settlement of its debt securities (issues of Securities directly by the “Securities”) specified in Schedule II Bank to such underwriting agreement (with respect to such underwriting agreementsubscribers solicited by an Agent, the “Designated Securities”). Each particular underwriting agreement shall be deemed to incorporate the provisions hereof (these “Standard Provisions”) into such underwriting agreementas agent, and each such underwriting agreement, together with these Standard Provisions so incorporated therein, is collectively referred to as the “Underwriting Agreement”. The terms “this Agreement”, “hereof”, “herein” and similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisionsare set forth below. The terms and rights settlement details related to a subscription of any particular issuance of Designated Securities shall by an Agent, as principal, from the Bank will be as specified set forth in the Underwriting a Terms Agreement relating thereto and in or pursuant to the indenture Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “IndentureDepositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) identified delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such Underwriting a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof. PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Bank and the Trustee to the Depositary, dated as of [•], 2007, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement. Particular sales of Securities may be made ”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). II-1 Posting Rates by the Bank: The Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the Underwriters maturity of such Securities, for whom the firms designated Book-Entry Securities that may be sold as representatives a result of the Underwriters solicitation of such Securities in the Underwriting Agreement relating thereto will act as representatives offers by an Agent. The Bank may establish a fixed set of interest rates and maturities for an offering period (the “Representativesposting”). The term “Representatives” If the Bank decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Bank: Each Agent will promptly advise the Bank by telephone or other appropriate means of all reasonable offers to subscribe for Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also refers may make offers to the Bank to subscribe for Book-Entry Securities as a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representativesPurchasing Agent. The obligation of Bank will have the Company sole right to issue and sell any of the accept offers to subscribe for Book-Entry Securities and may reject any such offer in whole or in part. The Bank will promptly notify the obligation Selling Agent or Purchasing Agent, as the case may be, of any its acceptance or rejection of an offer to subscribe for Book-Entry Securities. If the Underwriters Bank accepts an offer to purchase any subscribe for Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Subscription Information to the Securities shall be evidenced Bank by Agent and Settlement Procedures: A. After the acceptance of an offer by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated SecuritiesBank, the initial public offering price of such Designated SecuritiesSelling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the purchase price to the Underwriters following details of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Underwriting Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. An Underwriting Agreement shall offer (the “Subscription Information”) to the Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means: (1) Principal Amount of Book-Entry Securities to be subscribed; (2) If a Fixed Rate Book-Entry Security, the interest rate and initial interest payment date; (3) Trade Date; (4) Settlement Date; (5) Maturity Date; (6) Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency (it being understood that currently the Depositary accepts deposits of Global Securities denominated in U.S. dollars only); (7) The Exchange Rate Agent and the form of an executed writing (which may be in counterparts)Exchange Rate Determination Date, and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Underwriting Agreement shall be several and not joint.if applicable;