0001104659-10-009790 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 25th, 2010 • Nexen Inc • Crude petroleum & natural gas • Alberta

Dated as of [DATE] between Nexen Inc. (“Nexen”) and [EXECUTIVE OFFICER] (together with his or her estate, heirs, executors and legal representatives the “Indemnified Party”)

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 25th, 2010 • Nexen Inc • Crude petroleum & natural gas • Texas

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

AGREEMENT RESPECTING CHANGE OF CONTROL AND EXECUTIVE BENEFIT PLAN ENTITLEMENTS
Change of Control Agreement • February 25th, 2010 • Nexen Inc • Crude petroleum & natural gas • Alberta

Obligations (as hereinafter defined), to provide for the securitization and funding of the Executive Benefit Plan Obligations (as hereinafter defined) and to provide for the cessation of the Executive’s coverage under the Statement of Company Procedure Regarding the Securitization of Nexen Inc. Restated Executive Benefit Plan, as amended or replaced from time to time (the “Securitization Procedure”).

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