Prospectus excerpt:  The holders of the Cumulative Redeemable Rate Reset First Preferred Shares, Series 1 (the "Series 1 Preferred Shares") of Talisman Energy Inc. ("Talisman" or the "Corporation") will be entitled to receive, as and when declared by the board of directors, fixed cumulative preferential cash dividends for the initial period (the "Initial Fixed Rate Period") from and including the date of issue of the Series 1 Preferred Shares to but excluding December 31, 2016, at an annual rate of $1.05 per share, payable quarterly on the last day of March, June, September and December in each year. If any such date is not a business day, the dividend will be paid on the next succeeding business day. Assuming an issue date of December 13, 2011, the first dividend, if declared, will be payable March 31, 2012, in the amount of $0.3136 per share.

For each five-year period after the Initial Fixed Rate Period (each a "Subsequent Fixed Rate Period"), the holders of Series 1 Preferred Shares shall be entitled to receive, as and when declared by the board of directors of the Corporation, fixed cumulative preferential cash dividends, payable quarterly on the last day of March, June, September and December in each year, in the amount per share determined by multiplying one-quarter of the Annual Fixed Dividend Rate (as defined herein) for such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Corporation on the Fixed Rate Calculation Date (as defined herein) and will be equal to the sum of the Government of Canada Yield (as defined herein) on the Fixed Rate Calculation Date plus a spread of 2.77%. This spread will apply to both the Series 1 Preferred Shares and the Series 2 Preferred Shares described below, and will remain unchanged over the life of the Series 1 Preferred Shares and the Series 2 Preferred Shares. See "Details of the Offering".

The Series 1 Preferred Shares shall not be redeemable prior to December 31, 2016. On December 31, 2016, and on December 31 in every fifth year thereafter, the Corporation may, at its option, upon not less than 30 days and not more than 60 days prior written notice, redeem for cash all or any part of the outstanding Series 1 Preferred Shares by the payment of $25.00 per Series 1 Share plus all accrued and unpaid dividends. See "Details of the Offering".