AMENDED AND RESTATED AGREEMENT RESPECTING CHANGE OF CONTROL AND EXECUTIVE BENEFIT PLAN ENTITLEMENTS

1.

The Executive, as Senior Vice President, Corporate Planning and Business Development of the Corporation, is considered by the Board to be an essential officer and employee of the Corporation, who is both integral to the operation and development of the Corporation, and has acquired outstanding skills, unique experience and possesses an extensive background in, and knowledge of, the Corporation’s business, operations and the industry in which it is engaged.

2.

In the event of a Change of Control, there is a possibility that the employment of the Executive would be terminated without just cause or adversely modified and the Executive has expressed concern in that regard to the Corporation.

3.

The Board recognizes that it is essential and in the best interests of the Corporation and its shareholders that the Corporation retain the continued dedication of the Executive to the Executive’s office and the Executive’s employment during the uncertain period prior to, during and following a Change of Control.

4.

The Board further believes that the past service of the Executive and the Executive’s integral role in the development and operation of the Corporation requires that the Corporation ensure that in the event of a Change of Control the Executive is treated in a manner that is fair, reasonable, consistent with industry standards and in the best interests of the Corporation.

5.

The Corporation and the Executive entered into a Change of Control Agreement on October 22, 1999, which was amended by an Amending Agreement dated February 5, 2001 (collectively the “Original Agreement”) to agree on the terms and conditions which would govern the termination or modification of the employment of the Executive following a Change of Control.

6.

The Original Agreement was replaced and superseded by an Amended and Restated Change of Control Agreement on December 14, 2001, which was amended by an Amending Agreement dated May 30, 2003 (collectively, the “Current Agreement”) which, among other matters, detailed the Corporation’s security and funding obligations in respect of the Change of Control Obligations (as hereinafter defined), provided for the securitization and funding of the Executive Benefit Plan Obligations (as hereinafter defined) and provided 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”).

7.

The Corporation and the Executive wish to amend the Current Agreement as herein provided and, in doing so, wish to restate the Current Agreement as herein amended (the “Restated Agreement”).

1.1

In this Restated Agreement, the following terms shall mean as follows:

(a)

“Acting Jointly or in Concert” for the purposes of this Restated Agreement, a Person is acting jointly or in concert with another Person if such Person has any agreement, arrangement or understanding (whether formal or informal and whether or not in writing) with such other Person for the purpose of acquiring, offering to acquire, or voting any Common Shares of the Corporation (other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities by way of prospectus or private placement or pursuant to a pledge of securities in the ordinary course of business).

(b)

“Actuary” has the meaning referred to in Section 10.2 of this Restated Agreement.

(c)

“Affiliate” and “Associate” have the meaning ascribed to such terms in National Instrument 45-106.

(d)

“Anniversary Date” has the meaning referred to in Section 10.3 of this Restated Agreement.

(e)

“Annual Base Salary” means the annual base salary of the Executive payable by the Corporation at the end of the month immediately preceding the Date of Termination.

(f)

“Annual Target Bonus” means the Executive’s annual target bonus as determined by the Board to be in effect for the calendar year in which a Change of Control occurs.

(g)

“Bank” has the meaning referred to in Section 10.2 of this Restated Agreement.

(h)

“Beneficial Owner” for the purposes of this Restated Agreement, a Person shall be deemed to be the “Beneficial Owner” and to have “Beneficial Ownership” of and to “Beneficially Own”:

(i)

any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii)

any securities as to which such Person or any of such Person’s Affiliates or Associates has a right to acquire (i) upon the exercise of any Convertible Securities or (ii) pursuant to any agreement, arrangement or understanding, whether such right is exercisable immediately within a period of sixty (60) days thereafter and whether or not on condition or the happening of any contingency, (other than (a) customary agreements with and between underwriters and banking group and selling group members with respect to the distribution to the public or pursuant to a private placement of securities, or (b) pursuant to a pledge of securities in the ordinary course of business); and

(iii)

any securities which are Beneficially Owned within the meaning of clauses (a) or (b) above by any other Person with which such Person is Acting Jointly or in Concert,

A =

the number of votes for the election of all directors generally attaching to the Common Shares Beneficially Owned by such Person; and

B =

the number of votes for the election of all directors generally attaching to all outstanding Common Shares.

(i)

“Board” means the Board of Directors of the Corporation as constituted from time to time.

(j)

“CBCA” means the Canada Business Corporations Act, as amended from time to time, and any successor legislation thereto.

(k)

“Calculation Date” has the meaning referred to in Section 10.5 of this Restated Agreement.

(l)

“Change of Control” means the occurrence of any of:

(i)

the purchase or acquisition of any Common Shares or Convertible Securities by a Beneficial Owner which results in the Beneficial Owner owning, or exercising control or direction over, Common Shares or Convertible Securities such that, assuming only the conversion of Convertible Securities Beneficially Owned or over which control or direction is exercised by the Beneficial Owner, the Beneficial Owner would own, or exercise control or direction over, Common Shares carrying the right to cast more than thirty-five percent (35%) of the votes attaching to all Common Shares; or

(ii)

the substantial completion of: (i) the liquidation, dissolution or winding-up of the Corporation; or (ii) the sale, lease or other disposition of all or substantially all of the assets of the Corporation; or

(iii)

a situation in which individuals who were members of the Board immediately prior to:

(A)

a meeting of the shareholders of the Corporation involving a contest for, or an item of business relating to, the election of directors; or

(B)

an amalgamation, arrangement, merger or other consolidation or combination of the Corporation with another Person,

(iv)

the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in paragraphs (i), (ii) or (iii) above; or

(v)

a determination by the Board that, for the purposes of this Restated Agreement, a Change of Control has occurred or is imminent.

(m)

“Change of Control Obligations” means the Company’s obligations to make the lump sum payments described in Section 7.1 of this Restated Agreement to the Executive.

(n)

A “Change of Control Obligations - Designated Event” shall be deemed to have occurred if:

(i)

the Corporation fails to arrange for the extension or replacement of a Letter of Credit in accordance with the terms of this Restated Agreement; or

(ii)

the Executive’s employment is terminated in accordance with Section 5.1 or 6.1 of this Restated Agreement.

(o)

“Common Shares” means the common shares of the Corporation.

(p)

“Convertible Securities” means:

(i)

any right (contractual or otherwise and regardless of whether such right constitutes a security) to acquire Common Shares from the Corporation; or

(ii)

any security issued by the Corporation from time to time (other than the rights issued pursuant to a shareholders’ rights protection plan, if any) carrying any exercise, conversion or exchange right,

(q)

“Date of Termination” means the date upon which the Executive’s employment is terminated pursuant to Section 4.1, 5.1 or 6.1 of this Restated Agreement. For greater clarity, the Date of Termination means the date upon which the Corporation provides the Executive with written, verbal or other notice that the Executive’s employment has been or will be terminated pursuant to Section 4.1 or 5.1 of this Restated Agreement or the date upon which the Executive provides the Corporation with written notice terminating the Executive’s employment pursuant to Section 4.1 or for Good Reason pursuant to Section 6.1.

(r)

“Disability” means, where due to a physical or mental condition, the Executive is rendered totally and permanently unable to perform the Executive’s duties for a consecutive period of two (2) years or more during which the Executive has been in receipt of long term disability insurance benefits from the insurance carrier normally utilized by the Corporation.

(s)

“Dispute” has the meaning referred to in Section 11.1 of this Restated Agreement.

(t)

“Effective Date” means the date upon which a Change of Control occurs.

(u)

“Employment Benefits” means the employment benefits to which the Executive is entitled by virtue of any written, oral or implied agreement with the Corporation. For the purposes of this Restated Agreement, “Employment Benefits” shall include, but is not limited to, the following:

(i)

the Executive’s entitlement to any dental or general medical care;

(ii)

the Executive’s entitlement to receive long term disability benefits from the insurance carrier normally utilized by the Corporation;

(iii)

the Executive’s entitlement to pension benefits under the terms of any pension plan with the Corporation;

(iv)

the Executive’s entitlement to a monthly car allowance from the Corporation;

(v)

the Executive’s entitlement to contributions by the Corporation to the Corporation’s savings plan;

(vi)

the Executive’s entitlement to receive from the Corporation financial counseling services, at a cost of $3,500.00 per year (or as the same may be increased from time to time by the Corporation); and

(vii)

the Executive’s entitlement to receive from the Corporation security monitoring services at the Executive's personal residence.

(v)

“Executive Benefit Plan” has the meaning referred to in Section 7.1(b) of this Restated Agreement.

(w)

“Executive Benefit Plan Obligations” means the Corporation’s outstanding obligations under the Executive Benefit Plan to the Executive.

(x)

An “Executive Benefit Plan Obligations - Designated Event” shall be deemed to have occurred if:

(i)

a Change of Control occurs;

(ii)

the Corporation makes an assignment for the benefit of creditors or files a petition in bankruptcy or becomes insolvent or bankrupt;

(iii)

a receiver, trustee or liquidator of or for the Corporation is appointed and is not discharged within a period of sixty days;

(iv)

the net worth of the Corporation, described as shareholder equity in the consolidated financial statements of the Corporation as disclosed in the annual and quarterly consolidated financial statements of the Corporation, is less than $400 million;

(v)

the Corporation fails to arrange for the extension or replacement of a Letter of Credit in accordance with the terms of this Restated Agreement;

(vi)

the Executive has provided written notification to the Trustee and to the Corporation of the failure by the Corporation to pay any amount owed to or in respect of the Executive under the Executive Benefit Plan within thirty days of the due date specified in the Executive Benefit Plan (together with a statement of the amount due and owing) either to the person entitled thereto pursuant to the Executive Benefit Plan or to the Trust in accordance with the provisions of Section 10.6(h); or

(vii)

at any time the Board adopts a resolution to the effect that, for purposes of this Restated Agreement, an Executive Benefit Plan Obligations – Designated Event has occurred or is imminent.

(y)

“Good Reason” means any of the following, unless the Executive shall have given the Executive’s express written consent thereto:

(i)

Inconsistent Duties . The assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Corporation or a material alteration in the nature or status of the Executive’s responsibilities or duties or reporting relationship from those in effect immediately prior to a Change of Control;

(ii)

Reduced Salary . A reduction by the Corporation in the Executive’s Annual Base Salary in effect on the Effective Date or as the same may be increased thereafter from time to time or the failure by the Corporation to grant the Executive salary increases at a rate commensurate with the increases accorded to other executives of the Corporation;

(iii)

Relocation . The Corporation requiring the Executive to be based anywhere other than where the Executive is based at the time a Change of Control occurs, except for required travel on the Corporation’s business to an extent substantially consistent with the Executive’s business travel obligations in the ordinary course of business immediately prior to a Change of Control;

(iv)

Incentive Compensation Plans . The failure by the Corporation to continue in effect any incentive compensation plan in which the Executive participates, including, but not limited to, the Incentive Compensation Plan or the Stock Option Plan or any other similar plans adopted prior to a Change of Control, unless the Executive is eligible to participate in, and is entitled to the opportunity to receive a comparable level of benefits under, an ongoing, substitute or alternative plan (it being understood that the manner or method of payment and the form of consideration need not be the same as existed in the original plans); or the failure by the Corporation to continue the Executive’s participation therein on at least as favourable a basis, both in terms of the amount of benefits available to the Executive and the level of the Executive’s participation relative to other participants, as existed at the time a Change of Control occurs;

(v)

Employment Benefits and Perquisites . The failure by the Corporation to continue to provide the Executive with Employment Benefits at least as favourable as those enjoyed by the Executive immediately prior to a Change of Control, including any pension plan, benefit plan or any retirement arrangement established for the Executive, or any of the Corporation’s life insurance, medical, health and accident, disability or savings plans in which the Executive was participating at the time a Change of Control occurs; the taking of any action by the Corporation that would directly or indirectly materially reduce any such benefits or deprive the Executive of any material perquisite enjoyed by the Executive at the time a Change of Control occurs, including, without limitation and to the extent applicable, the use of a car, aircraft, secretarial services, office space, telephones, computer facilities, expense reimbursement, financial counselling, and professional fees and club dues reimbursement; or the failure by the Corporation to provide the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Corporation’s normal vacation practice in effect at the time a Change of Control occurs;

(vi)

No Assumption by Successor . The failure of the Corporation to obtain a satisfactory agreement from a successor to assume and agree to perform this Restated Agreement. Alternatively, if the business or undertaking in connection with which the Executive’s services are principally performed is sold at any time after a Change of Control occurs, and the Executive’s employment is transferred as a result, the failure or refusal of the purchaser of such business or undertaking to provide the Executive with the same or a comparable position, duties, compensation and benefits, as described in paragraphs (iv) and (v) above, as provided to the Executive by the Corporation immediately prior to a Change of Control;

(vii)

Disposition of “All or Substantially All” . The disposition by the Corporation of all or substantially all of the assets of the Corporation, as contemplated herein, notwithstanding that the Executive’s services were or were not principally performed for such business.

(z)

“Hearing” has the meaning referred to in Section 11.7 of this Restated Agreement.

(aa)

“Hearing Date” has the meaning referred to in Section 11.7 of this Restated Agreement.

(bb)

“Incentive Compensation Plan” means any bonus or incentive compensation plan of the Corporation in which the Executive is entitled to receive benefits in the month immediately preceding a Change of Control.

(cc)

“Just Cause” means:

(i)

the failure by the Executive to substantially perform the Executive’s duties according to the terms of the Executive’s employment in existence immediately prior to a Change of Control after the Corporation has given the Executive reasonable notice of such failure and a reasonable opportunity to correct it; or

(ii)

where the Executive engages in any criminal act or dishonesty resulting or intended to result, directly or indirectly, in the personal gain of the Executive at the Corporation’s expense.

(dd)

“Letter of Credit” has the meaning referred to in Section 10.2 of this Restated Agreement.

(ee)

“Monthly Base Salary” means the monthly salary payable to the Executive by the Corporation in effect at the end of the month immediately preceding the Effective Date.

(ff)

“Notice of Dispute” has the meaning referred to in Section 11.1 of this Restated Agreement.

(gg)

“Obligations” means, collectively, the Change of Control Obligations and the Executive Benefit Plan Obligations.

(hh)

“Parties” means the Corporation, and its successors and permitted assigns, and the Executive and the Executive’s heirs, executors and administrators and “Party” means either one of them.

(ii)

“Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative and any national, provincial, state or municipal government or any agency thereof.

(jj)

“Refundable Tax Account” means the refundable tax account maintained in respect of the Trust by the Canada Revenue Agency.

(kk)

“Registered Pension Plan” has the meaning referred to in Section 7.1(b) of this Restated Agreement.

(ll)

“Restated Agreement” means this amended and restated agreement respecting change of control and executive benefit plan entitlements as it may be amended, restated or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby”, and similar expressions refer to this Restated Agreement and, unless otherwise indicated, refer to Articles or Sections in this Restated Agreement only.

(mm)

“Securitization Procedure” has the meaning referred to in the recitals of this Restated Agreement.

(nn)

“Severance Period” means the twenty-four (24) month period immediately following the Date of Termination.

(oo)

“Stock Option Plan” means any stock option plan or plans of the Corporation pursuant to which the Executive is granted options by the Corporation to acquire Common Shares.

(pp)

“Subsidiary” has the meaning ascribed to it in the CBCA.

(qq)

“Tax Act” means the Income Tax Act (Canada) and the Regulations thereunder, both as amended from time to time.

(rr)

“Term” has the meaning referred to in Section 3.1 of this Restated Agreement.

(ss)

“Trust” has the meaning referred to in Section 10.1 of this Restated Agreement.

(tt)

“Trust Agreement” has the meaning referred to in Section 10.1 of this Restated Agreement.

(uu)

“Trustee” means CIBC Mellon Trust Company or such other trust company duly incorporated under the laws of Canada or any province thereof whom the Company may designate as the trustee in connection with the security and funding of the Obligations.

(vv)

“Valuation Date” has the meaning referred to in Section 10.3 of this Restated Agreement.

2.1

The Parties intend that this Restated Agreement sets out (a) their respective rights and obligations upon the occurrence of a Change of Control and in connection with the securitization and funding of the Change of Control Obligations; and (b) their respective rights and obligations regarding the securitization and funding of the Executive Benefit Plan Obligations. This Restated Agreement does not provide for any other terms of the Executive’s employment with the Corporation, except as expressly provided for herein.

2.2

The Parties hereby confirm that except as otherwise expressly stated in this Restated Agreement, insofar as the securitization and funding of the Executive Benefit Plan Obligations is concerned, the terms of this Restated Agreement shall govern and the terms of the Securitization Procedure shall not be applicable.

2.3

This Restated Agreement shall automatically terminate upon the death of the Executive or where due to the Disability of the Executive, the Executive is materially incapacitated from performing the Executive’s duties. In the event of the death or Disability of the Executive, the Executive (or the Executive’s estate) shall be entitled to receive from the Corporation all unpaid Annual Base Salary, Employment Benefits, unpaid business expenses and vacation entitlement accrued to the date of the death or Disability of the Executive. The Executive (or the Executive’s estate) shall also be entitled to receive any and all death or Disability benefits in a manner consistent with, and at least equal in amount to, those provided by the Corporation to senior executives (or their estate) under such plans, programs and policies in effect at the date of Disability or death of the Executive, and the Corporation shall have no further obligations to the Executive or the Executive’s estate under this Restated Agreement. Any entitlements of the Executive (or the Executive’s estate) under the Executive Benefit Plan which remain following the termination of this Restated Agreement pursuant to this Section 2.3 shall then commence to be covered under the Securitization Procedure.

2.4

If the Executive’s employment is terminated by either Party, for any reason, prior to a Change of Control in any manner, other than expressly provided for in this Restated Agreement, this Restated Agreement shall automatically terminate and the Corporation shall have no further obligations to the Executive hereunder. Any remaining entitlements of the Executive under the Executive Benefit Plan which remain following the termination of this Restated Agreement pursuant to this Section 2.4 shall then commence to be covered under the Securitization Procedure.

3.1

Subject to termination of this Restated Agreement prior to a Change of Control, this Restated Agreement shall remain in effect for a period concluding twelve (12) months following the Effective Date (the “Term”), at which time this Restated Agreement shall terminate; provided however that the payment of compensation and benefits to the

4.1

If the Executive’s employment is terminated for Just Cause, or is terminated by the Executive, other than for Good Reason, following a Change of Control, the Corporation shall pay to the Executive, if not already paid, the fraction of the unpaid Annual Base Salary accrued during the then current fiscal year of the Corporation, all accrued Employment Benefits, all unpaid reasonable business expenses and all unpaid vacation pay accrued up to and including the Date of Termination, and thereafter, the Corporation shall have no further obligations to the Executive under this Restated Agreement.

4.2

Nothing in this Restated Agreement shall serve to derogate from the vested rights of the Executive to pension benefits, Stock Option Plans or any other Employment Benefits to which the Executive is entitled up to the Date of Termination.

5.1

If the Executive’s employment is terminated by the Corporation within the twelve (12) month period following the Effective Date, for reason other than Just Cause, death or Disability, the Corporation shall pay to the Executive the remuneration referred to in Article 7 of this Restated Agreement.

6.1

In the event of a Change of Control, the Executive may, within the twelve (12) month period following the Effective Date and upon providing the Corporation with ten (10) days written notice, terminate the Executive’s employment with the Corporation for Good Reason. Upon being provided with such notice, the Corporation shall pay to the Executive the remuneration referred to in Article 7 of this Restated Agreement.

7.1

If the Executive’s employment is terminated in accordance with Section 5.1 or 6.1 of this Restated Agreement:

(a)

the Corporation shall forthwith, but in any event within ten (10) days from receipt by the Corporation of a Release executed by the Executive substantially in the form of Schedule “A”, pay to the Executive:

(i)

if not previously paid, that portion of the Executive’s accrued but unpaid Monthly Base Salary, any accrued but unpaid bonus to which the Executive is entitled for the preceding calendar year under any Incentive Compensation Plan, all unpaid reasonable business expenses and all accrued but unused vacation pay earned or payable to the Executive by the Corporation for the period from the beginning of the Corporation’s then current fiscal year, up to and including the Date of Termination;

(ii)

a lump sum cash payment equal to the Executive’s Monthly Base Salary and one-twelfth (1/12) of the Executive’s Annual Target Bonus for each month of the Severance Period;

(iii)

a lump sum payment equal to thirteen percent (13%) of the Executive’s Annual Base Salary for the Severance Period representing the value of the group health and welfare benefits for the Severance Period;

(iv)

a lump sum payment representing the value of the Executive’s monthly car allowance for the Severance Period;

(v)

a lump sum payment representing the value of the Corporation’s contributions to the Corporation’s savings plan (at a rate of six percent (6%) of the Executive’s Annual Base Salary) for the Severance Period;

(vi)

a lump sum payment representing the value of the Executive’s entitlement to receive from the Corporation financial counseling services for the Severance Period; and

(vii)

a lump sum payment representing the value of the Executive’s entitlement to receive from the Corporation security monitoring services at the Executive’s personal residence for the Severance Period;

(b)

with respect to the Executive’s entitlement to pension benefits under the Pension Plan for Employees of Nexen Inc. (Defined Benefit Option) (the “Registered Pension Plan”), if any, and the Executive’s related entitlement under the Nexen Inc. Restated Executive Benefit Plan (the “Executive Benefit Plan”), if any:

(i)

the Corporation shall recognize the Severance Period for purposes of determining the Executive’s entitlement;

(ii)

for calculation purposes, the Executive’s entitlement is the benefit which would have been determined assuming that the Executive had been employed throughout the Severance Period, including recognition of:

(A)

additional service that would have been credited for the Severance Period;

(B)

monthly salary equal to the Executive’s Monthly Base Salary throughout the Severance Period;

(C)

pensionable bonus for the year of the Date of Termination, and for each subsequent year or portion thereof during the Severance Period, determined at the Annual Target Bonus level. Average bonus will be determined over the three years to the end of the Severance Period, including any partial calendar years; and

(D)

if the Executive would have been eligible for retirement at the end of the Severance Period, the Executive shall be deemed to retire, and the pension to commence, upon completion of the Severance Period. In such case, the Executive’s attained age at the end of the Severance Period will be recognized for purposes of calculating the early retirement reduction factor, if applicable; and

(iii)

the pension entitlements described in this Section 7.1(b) shall, to the extent legally permissible, be provided through the Registered Pension Plan. To the extent that it is not legally permissible to provide such pension entitlements through the Registered Pension Plan, the Corporation shall pay to the Executive a lump sum payment representing the settlement value of the additional Executive Benefit Plan benefit determined in accordance with the assumptions set forth in Schedule “B-1”;

(iv)

any entitlements of the Executive under the Executive Benefit Plan which have previously been funded in accordance with Article 10 but not previously settled in accordance with Article 10 shall be settled by the Corporation in accordance with the assumptions set forth in Schedule “B-1”;

(c)

the Corporation shall provide the Executive with executive outplacement counselling to be provided by a firm to be selected by the Executive, at a cost to the Corporation not to exceed $25,000.00;

(d)

all of the Executive’s outstanding unexercisable stock options under any Stock Option Plan shall become exercisable; and

(e)

where the Executive has been relocated, at the request of the Corporation, within the two (2) year period immediately prior to the Effective Date, if so requested by the Executive, the Corporation shall relocate the Executive back to the Executive’s prior location.

7.2

The estimated value as of April 1, 2008 of Sections 7.l(a)(ii) to 7.1(c) are set out in Schedule “C”. Schedule “C” provides estimated values only and actual values shall be calculated in accordance with this Restated Agreement at the time of entitlement or payment under this Restated Agreement.

7.3

If the Executive’s employment is terminated in the circumstances described in Section 5.1 or 6.1 of this Restated Agreement, the remuneration and benefits payable under this Article 7 shall not be reduced if the Executive obtains alternative employment.

7.4

Unless expressly provided otherwise in this Restated Agreement, all payments to be made to the Executive under this Article 7 shall be subject to required statutory deductions at source by the Corporation.

8.1

If the Executive’s employment is terminated in any manner whatsoever due to or following a Change of Control, the Executive agrees to keep confidential all information of a confidential or proprietary nature concerning the Corporation, its Affiliates, Associates and Subsidiaries and their respective operations, opportunities, areas of present, past or future interests, assets, finances, technology, intellectual property, business and affairs, and further agrees not to use such information, data or technology for personal advantage, provided that nothing herein shall prevent the disclosure of information which is publicly available or which is required to be disclosed by the Executive under appropriate statute, rules of law or legal process.

9.1

Subject to Section 8.1 of this Restated Agreement, the Executive shall not be prohibited in any manner whatsoever from obtaining alternative employment with or otherwise forming or participating in a business competitive to the business of the Corporation after the termination of the Executive’s employment with the Corporation.

9.2

Upon the termination of the Executive’s employment for any reason, the Executive shall tender the Executive’s resignation from any position the Executive may hold as an officer or director of the Corporation or any of its Affiliates, Associates or Subsidiaries.

9.3

If the Executive’s employment is terminated in the circumstances described in Section 5.1 or 6.1 of this Restated Agreement, the Corporation shall continue to purchase and maintain, to the extent available in the marketplace at reasonable cost to the Corporation, on behalf of the Executive, director and officer liability insurance for the applicable limitation period following the date upon which the Executive ceases to serve as a director or officer of the Corporation, and the Executive’s existing agreement to receive indemnity from the Corporation for acts taken by the Executive in the Executive’s capacity as an officer of the Corporation shall remain in effect.

9.4

Upon termination of the Executive’s employment pursuant to Section 5.1 or 6.1 of this Restated Agreement, the Corporation shall reimburse the Executive for ongoing legal fees and disbursements which the Executive may reasonably incur in connection with this Restated Agreement (but this Restated Agreement only), including any litigation concerning the validity or enforceability of, or liability under, any provision of this Restated Agreement or any action by the Executive. The Corporation shall pay such fees and reimbursements to the Executive promptly as such fees and disbursements become due.

10.1

The Corporation has established and maintains a trust for the benefit of the Executive and persons claiming through him (the “Trust”) pursuant to the terms and conditions of a trust agreement (the “Trust Agreement”) between the Corporation and the Trustee. The Trust shall be funded in accordance with the provisions of this Restated Agreement and the Trust Agreement.

10.2

To provide security against a failure by the Corporation to either fund or settle the Obligations in accordance with the terms of this Article 10, the Trust Agreement provides for the funding of the Trust with the proceeds of an irrevocable letter of credit which satisfies the requirements of this Restated Agreement (a “Letter of Credit”) in the event that the Corporation does not provide funding or effect settlement when required to do so hereunder and in accordance with the terms hereof. The Corporation confirms that the Letter of Credit currently held by the Trustee has been issued by a major Canadian chartered bank (the “Bank”) in an amount calculated by the Corporation’s consulting actuary (who at all times shall be a Fellow of the Canadian Institute of Actuaries) (the “Actuary”) in accordance with the provisions of Section 10.5 of this Restated Agreement.

10.3

On each Fe