Contract
Exhibit 99.4
SHAREHOLDER RIGHTS
PLAN
AMENDMENT
AGREEMENT
This
agreement ("Rights Plan Amendment"), dated as of April 30, 2008, is made between
Talisman Energy Inc. (the "Corporation"), a corporation incorporated under the
Canada Business Corporations
Act, and Computershare Trust Company of Canada, a trust company
incorporated under the laws of Canada (the "Rights Agent");
WHEREAS the Corporation and
the Rights Agent are parties to a shareholder rights plan agreement dated as of
March 3, 1999, as amended and restated as of May 1, 2002 and amended as of May
3, 2005 (the "Rights Agreement"), which established a shareholder rights plan
for the Corporation;
AND WHEREAS the Board of
Directors of the Corporation has determined it advisable to amend the Rights
Agreement as set forth herein, and such amendment has been approved by the
shareholders of the Corporation in accordance with the Rights
Agreement;
NOW THEREFORE, in
consideration of the premises and the respective covenants and agreements set
forth herein, the Corporation and the Rights Agent hereby amend the Rights
Agreement as follows:
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1.
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Interpretation
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This
Rights Plan Amendment is supplemental to and shall form one agreement with the
Rights Agreement, and the Rights Agreement and this Rights Plan Amendment shall
be read together and have effect so far as practicable as though all the
provisions thereof and hereof were contained in one instrument.
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1.
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Amendment
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The
Rights Agreement is hereby amended as follows:
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(a)
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the
definition of "Expiration Time" in subsection 1.1(w) is amended by
changing the reference to "2008" contained therein to
"2011."
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2.
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Confirmation
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The
parties hereto hereby acknowledge and confirm that, except as specifically
amended by the provisions of this Rights Plan Amendment, all of the terms and
conditions contained in the Rights Agreement are and shall remain in full force
and effect, unamended, in accordance with the provisions thereof.
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3.
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Execution in
Counterpart
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This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
By: /s/ M.
Xxxxxxxxxx Xxxxxxxx
By: /s/ Xxxx
X. Xxxxxxx
COMPUTERSHARE
TRUST COMPANY
OF
CANADA
By: /s/ Marina
St. Denis
By: /s/ Xxxxxxx
Xxxxxxx
