On December 9, 2008, Nexen Inc. ("Nexen") entered into an Amending Agreement (the "Amending Agreement") to the Amended and Restated Change of Control Agreement (together, the "Change of Control Agreement") with Mr. Romanow, in connection with Mr. Romanow's recent appointment as President and Chief Executive Officer effective January 1, 2009.

Under the Amending Agreement, in the event of a Change of Control (as such term is defined in the Change of Control Agreement) resulting in termination of Mr. Romanow's employment, for pension calculation purposes, Mr. Romanow shall be deemed to retire, and the pension to commence, upon the later of the completion of the Severance Period (as such term is defined in the Change of Control Agreement) and the attainment of age fifty-five (55), without any applicable early retirement reduction. In addition, Schedule "C" to the Change of Control Agreement has been amended to reflect (for illustrative purposes) Mr. Romanow's new compensation.

All other terms and conditions of the change of control agreement filed with the Securities and Exchange Commission on October 30, 2008 as Exhibit 10.52 to Form 10-Q for the quarterly period ended September 30, 2008 are and remain in full force and effect.

On December 8, 2008, the Board of Directors approved a grant of 295,000 tandem options under the tandem option plan to Mr. Romanow effective January 2, 2009 and a base salary of $1,100,000, effective January 1, 2009.

The foregoing description of the Change of Control Agreement does not purport to be complete and is qualified in its entirety by reference to the change of control agreements, which are filed as Exhibit 10.55 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, on December 8, 2008, in connection with Mr. Reinhart's recent appointment as Senior Vice President and Chief Financial Officer of Nexen, the Board of Directors approved a grant of 50,000 tandem options under the tandem option plan to Mr. Reinhart effective January 2, 2009 and a base salary of $440,000, effective January 1, 2009.

(d) Exhibits.

  EXHIBIT NO. DESCRIPTION


              10.55        Amending Agreement dated as of December 9, 2008
                           to the Amended and Restated Agreement Respecting
                           Change of Control and Executive Benefit Plan
                           Entitlements with Marvin Romanow dated as of
                           September 17, 2008 (incorporated herein by
                           reference to Exhibit 10.52 to Nexen's Form 10-Q
                           filed with the Securities and Exchange
                           Commission on October 30, 2008).