S-8

As filed with the Securities and Exchange Commission on December 12, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TALISMAN ENERGY INC.

(Exact name of registrant as specified in its charter)

Canada (State or other jurisdiction of incorporation or organization)	N/A (I.R.S. Employer Identification No.)
Suite 2000, 888 - 3rd Street S.W., Calgary, Alberta, Canada T2P 5C5 (Address of Principal Executive Offices) (Zip Code)

Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates
(Full title of the plan)
	CT Corporation System 111 Eighth Avenue, 13th Floor, New York, NY 10011 (Name and address of agent for service) (212) 894-8700 (Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Shares issuable pursuant to Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates	600,000 (1)	$12.655 (2)	$7,593,000 (2)	$870.16

(1) Estimated solely for the purpose of calculating the registration fee based upon the Registrant’s current estimate of common shares which will be acquired, on the open market, by the administrative agent pursuant to the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates.  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any securities that may be offered or issued pursuant to the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates as a result of adjustments for stock dividends, stock splits and similar changes.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s common shares as reported by the New York Stock Exchange on December 8, 2011, which was $12.655 per share.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 600,000 common shares of Talisman Energy Inc. (the “Registrant”) that may be issued pursuant to the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates (the “Plan”).  In accordance with General Instruction E to Form S-8, the Registrant incorporates herein by reference the contents of the Form S-8 filed by the Registrant with respect to the Plan on June 3, 2009 (Registration No. 333-159706), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.

PART II.                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 6.  Indemnification of Directors and Officers.

Section 124 of the Canada Business Corporations Act (the “Act”) and Section 6.1 of By-Law No. 1 provide for the indemnification of directors and officers of the Registrant.

Section 124 of the Act provides as follows:

124. (1)  Indemnification — A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

        (2)   Advance of costs — A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).

        (3)   Limitation — A corporation may not indemnify an individual under subsection (1) unless the individual

        (a)   acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and

        (b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

        (4)   Indemnification in derivative actions — A corporation may with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3).

        (5)   Right to indemnity — Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity

        (a)   was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

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        (b)   fulfils the conditions set out in subsection (3).

        (6)   Insurance — A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

        (a)   in the individual’s capacity as a director or officer of the corporation; or

        (b)   in the individual’s capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.

        (7)   Application to court — A corporation, an individual or an entity referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.

        (8)   Notice to Director — An applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

        (9)   Other notice — On an application under subsection (7) the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.

The by-laws of the Registrant provide that the Registrant shall indemnify a current or former director or officer of the Registrant, or another individual who acts or acted at the Registrant’s request as a director or officer of another entity to the fullest extent permitted by the Act or otherwise by law. The rights of any person to indemnification granted by the Act or the Registrant’s by-laws are not exclusive of any other rights to which any person seeking indemnification may be entitled under any agreement, vote of shareholders or directors, at law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and will enure to the benefit of the heirs and legal representatives of that person. The bylaws provide further that the Registrant may purchase, maintain or participate in such insurance for the benefit of such persons referred to in Section 6.1 of the by-laws as the board may from time to time determine.

The Registrant maintains directors’ and officers’ liability insurance with policy limits of no less than U.S. $75,000,000 per claim for Side A/B/C coverage and no less than $100,000,000 per claim for Side A DIC coverage (effective January 1, 2012) . This policy covers all directors, officers and certain other senior employees of the Registrant  and its subsidiaries. There is no deductible applicable to the Side A portion of the policy (non-indemnified losses) however a $1,000,000 deductible applies for all Side B/C losses (indemnified losses). No portion of the premium will be paid by directors or officers. In addition, the Registrant has entered into agreements with each of its directors and officers which indemnify them to the maximum extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

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Item 8.  Exhibits.

Exhibit Number	Exhibit
4.1	Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates *
4.2	Performance Share Unit Grant Agreement for U.S. Participants and Eligible Employees of Talisman Energy USA Inc.
4.3	Performance Share Unit Grant Agreement for U.S. Participants and Eligible Employees of Talisman Energy Services Inc.
23.1	Consent of Ernst & Young LLP, Chartered Accountants
23.2	Consent of Michael Adams, Internal Qualified Reserves Evaluator
24.1	Power of Attorney (see pages II-6 and II-7 of this registration statement)

* Incorporated by reference to the Registrant’s registration statement on Form S-8 (Registration No. 333-159706) filed with the Securities and Exchange Commission on June 3, 2009.

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SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on December 9, 2011.

TALISMAN ENERGY INC.

/s/ John A. Manzoni

John A. Manzoni,

President and Chief Executive Officer

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SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John A. Manzoni, L. Scott Thomson and Robert R. Rooney, or any two of them acting together, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and any and all additional registration statements (including amendments and post-effective amendments thereto, and other documents in connection therewith to this registration statement and any later registration statement filed by the registrant under Rule 462(b) of the Securities Act of 1933, which relates to this registration statement) and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and all of them or any two of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ John A. Manzoni
John A. Manzoni	President, Chief Executive Officer and Director (Principal Executive Officer)	December  9, 2011
/s/ L. Scott Thomson
L. Scott Thomson	Executive Vice-President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	December  9, 2011
/s/ Christiane Bergevin
Christiane Bergevin	Director	December  9, 2011
/s/ Donald J. Carty
Donald J. Carty	Director	December  9, 2011
/s/ William R. P. Dalton
William R. P. Dalton	Director	December  9, 2011

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Signature Title Date

/s/ Kevin S. Dunne
Kevin S. Dunne	Director	December  9, 2011
/s/ Harold N. Kvisle
Harold N. Kvisle	Director	December  9, 2011
/s/ Lisa A. Stewart
Lisa A. Stewart	Director	December  9, 2011
/s/ Peter W. Tomsett
Peter W. Tomsett	Director	December  9, 2011
/s/ Michael T. Waites
Michael T. Waites	Director	December  9, 2011
/s/ Charles R. Williamson
Charles R. Williamson	Director and Authorized Representative of the Registrant in the United States	December  9, 2011
/s/ Charles M. Winograd
Charles M. Winograd	Director	December  9, 2011

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EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates *
4.2	Performance Share Unit Grant Agreement for U.S. Participants and Eligible Employees of Talisman Energy USA Inc.
4.3	Performance Share Unit Grant Agreement for U.S. Participants and Eligible Employees of Talisman Energy Services Inc.
23.1	Consent of Ernst & Young LLP, Chartered Accountants
23.2	Consent of Michael Adams, Internal Qualified Reserves Evaluator
24.1	Power of Attorney (see pages II-6 and II-7 of this registration statement)

* Incorporated by reference to the Registrant’s registration statement on Form S-8 (Registration No. 333-159706) filed with the Securities and Exchange Commission on June 3, 2009.

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EX-4.2

EXHIBIT 4.2

Talisman Energy Inc.

Performance Share Unit

Grant Agreement for U.S. Participants and

Eligible Employees of Talisman Energy USA Inc.

Talisman Energy Inc. (“Talisman”) has established the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates effective April 1, 2009 (the “Plan”) under which Grants of performance share units (“PSUs”) may be made to Eligible Employees of Talisman and its Affiliates at the discretion of the Human Resources Committee (the “Committee”).

The Committee has authorized the issuance of PSUs under the Plan for certain Eligible Employees of Talisman and its Affiliates.

Pursuant to the Plan and in respect of services to be provided to Talisman Energy USA Inc. or Talisman by you, you have been granted the PSUs listed under the heading "Total PSUs" above, effective ____________, 20__ (the “Grant Date”).   Capitalized terms not defined herein shall have the meanings given to those terms in the Plan. The PSUs are granted to you subject to your acceptance of this Grant Agreement and the following terms:

1. Grant of PSUs

1.1   The granting and vesting of the PSUs and the delivery to you of any Shares in respect of any Vested PSU (as defined in Section 2.1 of this Grant Agreement) are subject to the terms and conditions of this Grant Agreement including, without limitation, any schedule to this Grant Agreement, and the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Grant Agreement. In the event of a conflict between the terms and conditions of the Plan and this Grant Agreement, the terms of this Grant Agreement will prevail.

1.2   Neither the granting of PSUs nor the crediting of Dividend Equivalent PSUs entitles you to any benefits until the PSUs and Dividend Equivalent PSUs become Vested PSUs.

2. Vesting of PSUs

2.1  Subject to the provisions of the Plan and the provisions of Section 4 of this Grant Agreement, provided you remain Employed throughout the Performance Period specified in Schedule A attached hereto, the PSUs and Dividend Equivalent PSUs subject to this Grant Agreement will become Vested PSUs on such date following the end of the Performance Period (the “Determination Date”) that the Committee: (A) determines the extent to which the conditions set out in Schedule A (the “Performance Conditions”) have been satisfied, or waives such Performance Conditions; and (B) specifies the number or proportion of PSUs that have become Vested PSUs.  The Determination Date will be as soon as administratively feasible following the last day of the Performance Period.

3. Settlement of Awards

3.1   Vested PSUs shall be settled in Shares in accordance with the Plan in the first calendar year beginning after the last day of the Performance Period, and settlement will occur as soon as administratively feasible following the Determination Date.  Notwithstanding the foregoing, PSUs that become Vested PSUs as a result of a change in control as defined in Section 3.3 below will be settled on a date that is within 90 days following the date of such change in control, provided that the Eligible Employee shall have no ability to designate or influence the taxable year in which the payment/settlement will occur.  In no event will Vested PSUs be settled later than December

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31, 2014.  The settlement of PSUs is subject to payment or other satisfaction of all related withholding obligations in accordance with Section 5.1 of this Grant Agreement.

3.2   With respect to the settlement of PSUs in Shares, Talisman, or an Affiliate, may enter into an arrangement with a financial institution or broker that is independent of Talisman and any Affiliates (the “Agent”) in accordance with Stock Exchange Rules and that is a member of the Stock Exchange, pursuant to which the Agent will purchase Shares on the open market on your behalf.  Talisman or the Affiliate will notify the Agent as to the number of Common Shares to be purchased by the Agent on your behalf on the basis of one Share for each Vested PSU, subject to provision for applicable taxes and other source deductions in accordance with Section 10.4 of the Plan.  As soon as practicable thereafter, the Agent shall purchase on the open market the number of Shares specified in the notice from Talisman Energy USA Inc.or Talisman and shall advise you, or your Beneficiary, as applicable, and Talisman Energy USA Inc. or Talisman, of (i) the aggregate purchase price of the Shares; (ii) the purchase price per Share or, if the Shares were purchased at different prices, the average purchase price (computed on a weighted average basis) per Share; (iii) the amount of any related brokerage commission; and (iv) the settlement date for the purchase of the Shares. On the settlement date in respect of the Shares purchased, following payment of the aggregate purchase price and related brokerage commission by Talisman or an Affiliate on your behalf, or on your Beneficiary’s behalf, as applicable, the Agent shall credit such Shares to an account with the Agent in your name, or your Beneficiary’s name, as applicable.  For greater clarity, and not withstanding Sections 7.1 and 7.2 of the Plan, in no event will you be a beneficiary of, nor will your right to payment with respect to your PSUs be funded out of, any Share Purchase Trust as contemplated by Section 7.1 of the Plan unless such trust is a U.S. situs trust meeting the requirements of a “rabbi trust” (as generally understood under U.S. federal income tax principles).

3.3   For purposes of this grant of PSUs, and not withstanding anything to the contrary in the Plan (including but not limited to Sections 1.3.7 and 6.9 of the Plan), a “change in control” is an event that meets the definition of Change in Control under Section 1.3.7 of the Plan, and that also constitutes a “change in the ownership,” a “change in effective control,” and/or a “change in the ownership of a substantial portion of the assets” as defined under U.S. Treasury Regulation § 1.409A-3(i)(5).

3.4   For greater certainty, PSUs and Dividend Equivalent PSUs which do not become Vested PSUs shall be forfeited by you, you will have no further right, title or interest in such PSUs and Dividend Equivalent PSUs and neither you nor your Beneficiary shall have any right to receive any Shares or payment, and no payment shall be made as compensation, damages, or otherwise, with respect to any PSUs or Dividend Equivalent PSUs that are forfeited or otherwise do not become Vested PSUs in accordance with the Plan and this Grant Agreement.

4. Termination of Employment or Change in Conrol

4.1   Unless otherwise determined by the Committee:

4.1.1          In the event your employment is terminated for Cause by Talisman Energy USA Inc., Talisman, or an Affiliate, as applicable at any time prior to the Settlement Date of your PSUs none of the PSUs set out above, nor any Dividend Equivalent PSUs in respect of such PSUs, shall vest, and all such PSUs and Dividend Equivalent PSUs shall be forfeited in accordance with Section 3.4 of this Grant Agreement.

4.1.2           In the event you resign from your employment with Talisman Energy USA Inc., Talisman or an Affiliate, as applicable, prior to the end of the Performance Period, none of the PSUs set out above, nor any Dividend Equivalent PSUs in respect of such PSUs, shall vest, and all such PSUs and Dividend Equivalent PSUs shall be forfeited in accordance with Section 3.4 of this Grant Agreement.

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4.1.3           In the event your employment is terminated without Cause by Talisman Energy USA Inc., Talisman or an Affiliate, as applicable, prior to the end of the Performance Period, the number of PSUs determined by the formula A x B/C (the “Pro Rated PSUs”), where

A equals the total number of PSUs and Dividend Equivalent PSUs recorded in your PSU Account as at the date on which you cease to be Employed;

B equals the total number of days between the first day of the Performance Period and the date on which you cease to be Employed(rounded up to the nearest whole number of days);

C equals total number of days (rounded up to the nearest whole number of days) between the first day of the Performance Period and the date on which the Performance Period ends,

shall, subject to Section 4.1.7, be eligible to become Vested PSUs following the end of the Performance Period (on the Determination Date), subject to satisfaction or waiver by the Committee of the Performance Conditions relating to this Grant.

4.1.4           In the event you cease to be Employed by reason of death prior to the end of the Performance Period, notwithstanding Section 2.1 but subject to Section 4.1.7, the number of PSUs and Dividend Equivalent PSUs that become Vested PSUs on the Determination Date shall be the number of PSUs that would have become Vested PSUs in accordance with Section 2.1 had you remained Employed until the end of the Performance Period.

4.1.5           In the event that you cease to be Employed by reason of Retirement prior to the end of the Performance Period, the number of PSUs determined by the formula A x B/C (the “Pro Rated PSUs”), where

A equals the total number of PSUs and Dividend Equivalent PSUs recorded in your PSU Account as at the effective date of your Retirement;

B equals the total number of days between the first day of the Performance Period and the Eligible Employee’s date of Retirement (rounded up to the nearest whole number of days) plus the lesser of 365 days and the number of days remaining in the Performance Period on such date of Retirement; and

C equals the total number of days (rounded up to the nearest whole number of days) between the first day of the Performance Period and the date on which the Performance Period ends,

shall, subject to Section 4.1.7, be eligible to become Vested PSUs following the end of the Performance Period (on the Determination Date), subject to satisfaction or waiver by the Committee of the Performance Conditions relating to this Grant.

4.1.6           In the event that Talisman disposes of all or substantially all of its ownership interest in an Affiliate or Talisman or an Affiliate disposes of all or substantially all of the assets of a business unit of Talisman or the Affiliate, as applicable, and, in connection with any such disposition, you cease to be Employed prior to the end of the Performance Period (other than in circumstances in which Section 4.1.1 applies), the number of PSUs determined by the formula A x B/C (the “Pro Rated PSUs”), where

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A equals the total number of PSUs and Dividend Equivalent PSUsrecorded in your PSU Account at the date on which you cease to be Employed;

B equals the total number of days between the first day of the Performance Period and the date on which you cease to be Employed(rounded up to the nearest whole number of days); and

C equals total number of days (rounded up to the nearest whole number of days) between the first day of the Performance Period and the date on which the Performance Period ends,

shall, subject to Section 4.1.7, be eligible to become Vested PSUs following the end of the Performance Period (on the Determination Date), subject to satisfaction or waiver by the Committee of the Performance Conditions relating to this Grant.

4.1.7   In the event of a change in control as defined in Section 3.3 of this Grant Agreementprior to the end of the Performance Period:

(a)   the Committee shall determine the extent to which the Performance Conditions applicable to the PSUs granted to you under this Grant Agreement have been satisfied during the portion of the Performance Period completed prior to such change in control; and

(b)   if, having regard to the determination contemplated in paragraph (a) above, the Committee determines that the number of PSUs granted to you under this Grant Agreement that are eligible to become Vested PSUs in connection with the change in control exceeds the Target Award in respect of this Grant, PSUs in respect of this Grant and any Dividend Equivalent PSUs in respect of such PSUs recorded in your PSU Account as at the effective date of the change in control, increased by the appropriate multiplier under Schedule A, as determined by the Committee, shall become Vested PSUs effective at the time of the change in control;

(c)   if, having regard to the determination contemplated in paragraph (a) above, the Committee determines that the number of PSUs granted to you under this Grant Agreement that are eligible to become Vested PSUs in connection with the change in control does not exceed the Target Award in respect of this Grant, no less than such Target Award and any Dividend Equivalent PSUs in respect of such Target Award shall become Vested PSUs effective at the time of the change in control.

PSUs and Dividend Equivalent PSUs in respect hereof which vest pursuant to this Section 4.1.7 shall be settled as soon as practicable after the effective date of the change in control, but in all events by the 90th day following such change in control, provided that the Eligible Employee shall have no ability to designate or influence the taxable year in which the payment/settlement will occur.

5. Tax

5.1   Talisman Energy USA Inc., Talisman, any Affiliate or the Trustee may withhold from any amount payable to you, either under this Grant Agreement or otherwise, such amount as may be necessary so as to ensure that Talisman Energy USA Inc., Talisman, Affiliate, or the Trustee, as the case may be, will be able to comply with the applicable provisions of Applicable Law relating to the withholding of tax or that any other required deductions are paid or otherwise satisfied, including withholding of the amount, if any, includable in your income.  Talisman Energy USA Inc., Talisman or any Affiliate, as applicable, and the Trustee shall also have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts that become payable as a result of the settlement of PSUs by selling or requiring you to sell Shares which would otherwise be delivered or provided to you hereunder.  Talisman Energy USA Inc. or Talisman may require you, as a condition to the settlement of any Vested PSUs, to pay or

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reimburse, or to indemnify, Talisman Energy USA Inc., Talisman, an Affiliate or the Trustee for any such withholding or other required deduction of amounts related to the settlement of your Vested PSUs.

6. Personal Information

6.1   You consent to the holding, processing and transferring of personal data provided by you to Talisman Energy USA Inc., Talisman, any Affiliate, the Trustee, the Agent or to any third party service provider for all purposes relating to the operation of the Plan, including (i) administering and maintaining records in respect of you; (ii) providing information to Talisman Energy USA Inc., Talisman, any Affiliate, their respective agents, the Trustee, the Agent or any third party service provider in respect of the Plan; (iii) providing information to future purchasers of Talisman Energy USA Inc., Talisman, any Affiliate or the business in which you work; and (iv) transferring information about you to a country or territory outside the United States that may not provide the same statutory protection for the information as the United States does.

7. Binding Agreement

7.1   This Grant Agreement shall be binding upon you, your Beneficiary, the legal representatives of your estate and your heirs.

8. Compliance with the Internal Revenue Code

8.1   To the extent that PSUs awarded hereunder may be subject to the provisions of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), the provisions of the Plan and this Grant Agreement shall be administered, interpreted and construed in accordance with Section 409A, its accompanying regulations, and other guidance, so as to comply with Section 409A or an exception thereto.   Notwithstanding the foregoing, neither Talisman Energy USA Inc., Talisman, nor an Affiliate, nor any of the officers, directors, or agents of such entities, shall be obligated, directly or indirectly, to any person for any taxes, penalties, interest, or like amounts that may be imposed on account of any benefits under this Plan or on account of any failure to comply with Section 409A or any other provision of the Code.

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EX-4.3

EXHIBIT 4.3

Talisman Energy Inc.

Performance Share Unit

Grant Agreement for U.S. Participants and

Eligible Employees of Talisman Energy Services Inc.

Talisman Energy Inc. (“Talisman”) has established the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates effective April 1, 2009 (the “Plan”) under which Grants of performance share units (“PSUs”) may be made to Eligible Employees of Talisman and its Affiliates at the discretion of the Human Resources Committee (the “Committee”).

The Committee has authorized the issuance of PSUs under the Plan for certain Eligible Employees of Talisman and its Affiliates.

Pursuant to the Plan and in respect of services to be provided to Talisman Energy Services Inc. or Talisman by you, you have been granted the PSUs listed under the heading "Total PSUs" above, effective ____________, 20__ (the “Grant Date”).   Capitalized terms not defined herein shall have the meanings given to those terms in the Plan. The PSUs are granted to you subject to your acceptance of this Grant Agreement and the following terms:

1. Grant of PSUs

1.1   The granting and vesting of the PSUs and the delivery to you of any Shares in respect of any Vested PSU (as defined in Section 2.1 of this Grant Agreement) are subject to the terms and conditions of this Grant Agreement including, without limitation, any schedule to this Grant Agreement, and the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Grant Agreement. In the event of a conflict between the terms and conditions of the Plan and this Grant Agreement, the terms of this Grant Agreement will prevail.

1.2   Neither the granting of PSUs nor the crediting of Dividend Equivalent PSUs entitles you to any benefits until the PSUs and Dividend Equivalent PSUs become Vested PSUs.

2. Vesting of PSUs

2.1  Subject to the provisions of the Plan and the provisions of Section 4 of this Grant Agreement, provided you remain Employed throughout the Performance Period specified in Schedule A attached hereto, the PSUs and Dividend Equivalent PSUs subject to this Grant Agreement will become Vested PSUs on such date following the end of the Performance Period (the “Determination Date”) that the Committee: (A) determines the extent to which the conditions set out in Schedule A (the “Performance Conditions”) have been satisfied, or waives such Performance Conditions; and (B) specifies the number or proportion of PSUs that have become Vested PSUs.  The Determination Date will be as soon as administratively feasible following the last day of the Performance Period.

3. Settlement of Awards

3.1   Vested PSUs shall be settled in Shares in accordance with the Plan in the first calendar year beginning after the last day of the Performance Period, and settlement will occur as soon as administratively feasible following the Determination Date.  Notwithstanding the foregoing, PSUs that become Vested PSUs as a result of a change in control as defined in Section 3.3 below will be settled on a date that is within 90 days following the date of such change in control, provided that the Eligible Employee shall have no ability to designate or influence the taxable year in which the payment/settlement will occur.  In no event will Vested PSUs be settled later than December

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31, 2014.  The settlement of PSUs is subject to payment or other satisfaction of all related withholding obligations in accordance with Section 5.1 of this Grant Agreement.

3.2   With respect to the settlement of PSUs in Shares, Talisman, or an Affiliate, may enter into an arrangement with a financial institution or broker that is independent of Talisman and any Affiliates (the “Agent”) in accordance with Stock Exchange Rules and that is a member of the Stock Exchange, pursuant to which the Agent will purchase Shares on the open market on your behalf.  Talisman or the Affiliate will notify the Agent as to the number of Common Shares to be purchased by the Agent on your behalf on the basis of one Share for each Vested PSU, subject to provision for applicable taxes and other source deductions in accordance with Section 10.4 of the Plan.  As soon as practicable thereafter, the Agent shall purchase on the open market the number of Shares specified in the notice from Talisman Energy Services Inc.or Talisman and shall advise you, or your Beneficiary, as applicable, and Talisman Energy Services Inc. or Talisman, of (i) the aggregate purchase price of the Shares; (ii) the purchase price per Share or, if the Shares were purchased at different prices, the average purchase price (computed on a weighted average basis) per Share; (iii) the amount of any related brokerage commission; and (iv) the settlement date for the purchase of the Shares. On the settlement date in respect of the Shares purchased, following payment of the aggregate purchase price and related brokerage commission by Talisman or an Affiliate on your behalf, or on your Beneficiary’s behalf, as applicable, the Agent shall credit such Shares to an account with the Agent in your name, or your Beneficiary’s name, as applicable.  For greater clarity, and not withstanding Sections 7.1 and 7.2 of the Plan, in no event will you be a beneficiary of, nor will your right to payment with respect to your PSUs be funded out of, any Share Purchase Trust as contemplated by Section 7.1 of the Plan unless such trust is a U.S. situs trust meeting the requirements of a “rabbi trust” (as generally understood under U.S. federal income tax principles).

3.3   For purposes of this grant of PSUs, and not withstanding anything to the contrary in the Plan (including but not limited to Sections 1.3.7 and 6.9 of the Plan), a “change in control” is an event that meets the definition of Change in Control under Section 1.3.7 of the Plan, and that also constitutes a “change in the ownership,” a “change in effective control,” and/or a “change in the ownership of a substantial portion of the assets” as defined under U.S. Treasury Regulation § 1.409A-3(i)(5).

3.4   For greater certainty, PSUs and Dividend Equivalent PSUs which do not become Vested PSUs shall be forfeited by you, you will have no further right, title or interest in such PSUs and Dividend Equivalent PSUs and neither you nor your Beneficiary shall have any right to receive any Shares or payment, and no payment shall be made as compensation, damages, or otherwise, with respect to any PSUs or Dividend Equivalent PSUs that are forfeited or otherwise do not become Vested PSUs in accordance with the Plan and this Grant Agreement.

4. Termination of Employment or Change in Conrol

4.1   Unless otherwise determined by the Committee:

4.1.1          In the event your employment is terminated for Cause by Talisman Energy Services Inc., Talisman, or an Affiliate, as applicable at any time prior to the Settlement Date of your PSUs none of the PSUs set out above, nor any Dividend Equivalent PSUs in respect of such PSUs, shall vest, and all such PSUs and Dividend Equivalent PSUs shall be forfeited in accordance with Section 3.4 of this Grant Agreement.

4.1.2          In the event you resign from your employment with Talisman Energy Services Inc., Talisman or an Affiliate, as applicable, prior to the end of the Performance Period, none of the PSUs set out above, nor any Dividend Equivalent PSUs in respect of such PSUs, shall vest, and all such PSUs and Dividend Equivalent PSUs shall be forfeited in accordance with Section 3.4 of this Grant Agreement.

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4.1.3           In the event your employment is terminated without Cause by Talisman Energy Services Inc., Talisman or an Affiliate, as applicable, prior to the end of the Performance Period, the number of PSUs determined by the formula A x B/C (the “Pro Rated PSUs”), where

A equals the total number of PSUs and Dividend Equivalent PSUs recorded in your PSU Account as at the date on which you cease to be Employed;

B equals the total number of days between the first day of the Performance Period and the date on which you cease to be Employed(rounded up to the nearest whole number of days);

C equals total number of days (rounded up to the nearest whole number of days) between the first day of the Performance Period and the date on which the Performance Period ends,

shall, subject to Section 4.1.7, be eligible to become Vested PSUs following the end of the Performance Period (on the Determination Date), subject to satisfaction or waiver by the Committee of the Performance Conditions relating to this Grant.

4.1.4           In the event you cease to be Employed by reason of death prior to the end of the Performance Period, notwithstanding Section 2.1 but subject to Section 4.1.7, the number of PSUs and Dividend Equivalent PSUs that become Vested PSUs on the Determination Date shall be the number of PSUs that would have become Vested PSUs in accordance with Section 2.1 had you remained Employed until the end of the Performance Period.

4.1.5           In the event that you cease to be Employed by reason of Retirement prior to the end of the Performance Period, the number of PSUs determined by the formula A x B/C (the “Pro Rated PSUs”), where

A equals the total number of PSUs and Dividend Equivalent PSUs recorded in your PSU Account as at the effective date of your Retirement;

B equals the total number of days between the first day of the Performance Period and the Eligible Employee’s date of Retirement (rounded up to the nearest whole number of days) plus the lesser of 365 days and the number of days remaining in the Performance Period on such date of Retirement; and

C equals the total number of days (rounded up to the nearest whole number of days) between the first day of the Performance Period and the date on which the Performance Period ends,

shall, subject to Section 4.1.7, be eligible to become Vested PSUs following the end of the Performance Period (on the Determination Date), subject to satisfaction or waiver by the Committee of the Performance Conditions relating to this Grant.

4.1.6           In the event that Talisman disposes of all or substantially all of its ownership interest in an Affiliate or Talisman or an Affiliate disposes of all or substantially all of the assets of a business unit of Talisman or the Affiliate, as applicable, and, in connection with any such disposition, you cease to be Employed prior to the end of the Performance Period (other than in circumstances in which Section 4.1.1 applies), the number of PSUs determined by the formula A x B/C (the “Pro Rated PSUs”), where

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A equals the total number of PSUs and Dividend Equivalent PSUsrecorded in your PSU Account at the date on which you cease to be Employed;

B equals the total number of days between the first day of the Performance Period and the date on which you cease to be Employed(rounded up to the nearest whole number of days); and

C equals total number of days (rounded up to the nearest whole number of days) between the first day of the Performance Period and the date on which the Performance Period ends,

shall, subject to Section 4.1.7, be eligible to become Vested PSUs following the end of the Performance Period (on the Determination Date), subject to satisfaction or waiver by the Committee of the Performance Conditions relating to this Grant.

4.1.7           In the event of a change in control as defined in Section 3.3 of this Grant Agreementprior to the end of the Performance Period:

(a)   the Committee shall determine the extent to which the Performance Conditions applicable to the PSUs granted to you under this Grant Agreement have been satisfied during the portion of the Performance Period completed prior to such change in control; and

(b)   if, having regard to the determination contemplated in paragraph (a) above, the Committee determines that the number of PSUs granted to you under this Grant Agreement that are eligible to become Vested PSUs in connection with the change in control exceeds the Target Award in respect of this Grant, PSUs in respect of this Grant and any Dividend Equivalent PSUs in respect of such PSUs recorded in your PSU Account as at the effective date of the change in control, increased by the appropriate multiplier under Schedule A, as determined by the Committee, shall become Vested PSUs effective at the time of the change in control;

(c)   if, having regard to the determination contemplated in paragraph (a) above, the Committee determines that the number of PSUs granted to you under this Grant Agreement that are eligible to become Vested PSUs in connection with the change in control does not exceed the Target Award in respect of this Grant, no less than such Target Award and any Dividend Equivalent PSUs in respect of such Target Award shall become Vested PSUs effective at the time of the change in control.

PSUs and Dividend Equivalent PSUs in respect hereof which vest pursuant to this Section 4.1.7 shall be settled as soon as practicable after the effective date of the change in control, but in all events by the 90th day following such change in control, provided that the Eligible Employee shall have no ability to designate or influence the taxable year in which the payment/settlement will occur.

5. Tax

5.1   Talisman Energy Services Inc., Talisman, any Affiliate or the Trustee may withhold from any amount payable to you, either under this Grant Agreement or otherwise, such amount as may be necessary so as to ensure that Talisman Energy Services Inc., Talisman, Affiliate, or the Trustee, as the case may be, will be able to comply with the applicable provisions of Applicable Law relating to the withholding of tax or that any other required deductions are paid or otherwise satisfied, including withholding of the amount, if any, includable in your income.  Talisman Energy Services Inc., Talisman or any Affiliate, as applicable, and the Trustee shall also have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts that become payable as a result of the settlement of PSUs by selling or requiring you to sell Shares which would otherwise be delivered or provided to you hereunder.  Talisman Energy Services Inc. or Talisman may require you, as a condition to the settlement of any Vested PSUs, to pay or

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reimburse, or to indemnify, Talisman Energy Services Inc., Talisman, an Affiliate or the Trustee for any such withholding or other required deduction of amounts related to the settlement of your Vested PSUs.

6. Personal Information

6.1   You consent to the holding, processing and transferring of personal data provided by you to Talisman Energy Services Inc., Talisman, any Affiliate, the Trustee, the Agent or to any third party service provider for all purposes relating to the operation of the Plan, including (i) administering and maintaining records in respect of you; (ii) providing information to Talisman Energy Services Inc., Talisman, any Affiliate, their respective agents, the Trustee, the Agent or any third party service provider in respect of the Plan; (iii) providing information to future purchasers of Talisman Energy Services Inc., Talisman, any Affiliate or the business in which you work; and (iv) transferring information about you to a country or territory outside the United States that may not provide the same statutory protection for the information as the United States does.

7. Binding Agreement

7.1   This Grant Agreement shall be binding upon you, your Beneficiary, the legal representatives of your estate and your heirs.

8. Compliance with the Internal Revenue Code

8.1   To the extent that PSUs awarded hereunder may be subject to the provisions of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), the provisions of the Plan and this Grant Agreement shall be administered, interpreted and construed in accordance with Section 409A, its accompanying regulations, and other guidance, so as to comply with Section 409A or an exception thereto.   Notwithstanding the foregoing, neither Talisman Energy Services Inc., Talisman, nor an Affiliate, nor any of the officers, directors, or agents of such entities, shall be obligated, directly or indirectly, to any person for any taxes, penalties, interest, or like amounts that may be imposed on account of any benefits under this Plan or on account of any failure to comply with Section 409A or any other provision of the Code.

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

            We consent to the use, through incorporation by reference, in the Registration Statement (Form S-8) pertaining to the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. (the “Company”) and its Affiliates of our report to the shareholders of the Company dated February 24, 2011, with respect to the consolidated balance sheets of the Company as at December 31, 2010 and 2009 and the consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years in the three year period ended December 31, 2010, and our report on the effectiveness of internal control over financial reporting of the Company as of December 31, 2010, included in the Company’s Annual Report (Form 40-F) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

signed "Ernst & Young LLP"

Calgary, Canada

December 12, 2011 

EX-23.2

EXHIBIT 23.2

Consent of Internal Qualified Reserves Evaluator

I consent to the incorporation by reference in this registration statement on Form S-8 of Talisman Energy Inc. (the “Company”) pertaining to the registration of 600,000 common shares of the Company that may be issued pursuant to the Performance Share Unit Plan for Eligible Employees of Talisman Energy Inc. and its Affiliates of my Report on Reserves Data dated February 24, 2011 and to the references to my name, included in the Company’s annual report on Form 40-F for the year ended December 31, 2010.

By:  /s/ Michael Adams
	Michael Adams
	Internal Qualified Reserves Evaluator

Calgary, Canada

December 9, 2011