EXHIBIT 99.1
------------

CANADIAN NATURAL RESOURCES LIMITED

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY MAY 7, 2009

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting")
of the Shareholders of Canadian Natural Resources Limited (the "Corporation")
will be held at the Metropolitan Centre, 333 - 4th Avenue S. W., in the City of
Calgary, in the Province of Alberta, Canada, on Thursday May 7, 2009, at 3:00
o'clock in the afternoon (MDT) for the following purposes:

1. To receive the Annual Report of the Corporation to the
Shareholders, the Consolidated Financial Statements, and the
report of the Auditors, for the fiscal year ending December
31, 2008;

2. To elect Directors for the ensuing year;

3. To appoint Auditors for the ensuing year and to authorize the
Audit Committee of the Corporation's Board of Directors to fix
their remuneration;

4. To transact such other business as may properly be brought
before the Meeting or any adjournments thereof.

ANY SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 18, 2009
WILL BE ENTITLED TO RECEIVE NOTICE OF, AND VOTE AT THE MEETING, PROVIDED THAT TO
THE EXTENT SUCH A SHAREHOLDER TRANSFERS THE OWNERSHIP OF ANY OF HIS SHARES AFTER
THE RECORD DATE AND THE TRANSFEREE OF THOSE SHARES ESTABLISHES THAT HE OWNS SUCH
SHARES AND DEMANDS NOT LATER THAN 5 DAYS BEFORE THE MEETING THAT HIS NAME BE
INCLUDED ON THE SHAREHOLDERS' LIST, SUCH TRANSFEREE IS ENTITLED TO VOTE SUCH
SHARES AT THE MEETING. IF YOU CANNOT BE PRESENT IN PERSON, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY FORM IN THE ADDRESSED ENVELOPE PROVIDED. IN ORDER FOR
YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE DULY COMPLETED AND MUST REACH THE
OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA, 9TH FLOOR, 100 UNIVERSITY
AVENUE, TORONTO, ONTARIO, CANADA M5J 2Y1 AT LEAST 24 HOURS BEFORE THE MEETING TO
BE HELD ON THURSDAY MAY 7, 2009.

The specific details of the matters proposed to be put before the
Meeting are set forth in the Information Circular of the Corporation, which
accompanies this Notice. Copies of the Annual Report of the Corporation and
Consolidated Financial Statements referred to herein are being sent under
separate cover if you are a registered holder, or if, as a beneficial
shareholder, you returned the financial statement request card sent with 2008
proxy solicitation material.

DATED at Calgary, Alberta, this 18th day of March 2009.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Bruce E. McGrath
Bruce E. McGrath
Corporate Secretary

CANADIAN NATURAL RESOURCES LIMITED
(THE "CORPORATION")
INFORMATION CIRCULAR
FOR THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS
TO BE HELD ON THURSDAY MAY 7, 2009 AT 3:00 P.M. (MDT)
AT THE METROPOLITAN CENTRE
333 - 4TH AVENUE S. W. CALGARY, ALBERTA

CONTENTS OF THIS INFORMATION CIRCULAR

PAGE
I. INFORMATION RESPECTING THE CORPORATION.............................. 1
Statement of Corporate Governance Practices of the Corporation...... 1
Other Corporate Governance Matters.................................. 6
Compensation Discussion and Analysis................................ 10
Performance Graph................................................... 15
Executive Compensation.............................................. 15
Incentive Plan Awards............................................... 17
Common Shares Held by the Named Executive Officers.................. 19
Pension Plan Benefits............................................... 20
Termination and Change of Control Benefits.......................... 20
Report of the Compensation Committee................................ 22
Directors' Compensation............................................. 22
Equity Compensation Plan Information................................ 23
Indebtedness of Senior Officers and Directors....................... 25
Director's and Officer's Liability Insurance........................ 25
Interests of informed persons in Material Transactions.............. 25
Additional Information.............................................. 25
II. INFORMATION ON ITEMS TO BE ACTED UPON............................... 26
Solicitation of Proxies............................................. 26
Appointment of Proxy and Discretionary Authority.................... 26
Revocation of Proxies............................................... 26
Beneficial Holder of Shares......................................... 27
Voting Shares and Principal Holders Thereof......................... 27
Election of Directors............................................... 28
Appointment of Auditors............................................. 33
Other Matters....................................................... 33
Approval of Circular................................................ 33
Schedule "A" Board of Directors Corporate Governance Guidelines..... 34

Unless otherwise indicated, all dollar figures stated in this Circular
represent Canadian dollars. On December 31, 2008, the reported Bank of Canada
noon rate for one Canadian dollar was U.S. $0.8166 and (pound)0.5588. On
December 31, 2008, the reported Bank of Canada noon rate for one U.S. dollar was
$1.2246 and for one pound sterling was $1.7896.

I. INFORMATION RESPECTING THE CORPORATION

STATEMENT OF CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION

The Board of Directors (the `Board") continually evaluates the
corporate governance policies and procedures of the Corporation. The Board
annually conducts a self-assessment of its performance, an assessment of its
members and its committees and each committee assesses its members. Since the
date of the last Information Circular, the Board has reviewed its standing
committee memberships to ensure the Audit, the Compensation and the Nominating
and Corporate Governance Committees are constituted with all independent
directors pursuant to the independence standards established under National
Instrument 58-101 and within the meaning of section 1.4 of National Instrument
52-110 and the New York Stock Exchange ("NYSE") Listing Standards and to ensure
the Health, Safety and Environmental and the Reserves Committees are constituted
with a majority of independent directors.

Regulatory changes relating to corporate governance are continually
monitored by the Board and the Board will take appropriate action as regulatory
changes occur. In the following table we describe the Corporation's corporate
governance practices in compliance with corporate governance disclosure
requirements mandated under National Instrument 58-101.

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT COMMENTS
------------------------------------------- --------

1. (a) Disclose the identity of directors Those directors who are determined to be
who are independent. independent by the Nominating and Corporate
Governance Committee and the Board and pursuant
to the independence standards established under
National Instrument 58-101 and within the
meaning of section 1.4 of National Instrument
52-110 and the NYSE Listing Standards are
disclosed in this Information Circular under
"Director Independence".

(b) Disclose the identity of directors Those directors who are determined to be
who are not independent and describe non-independent by the Nominating and Corporate
for that determination. Governance Committee and the Board and pursuant
to the the basis independence standards
established under National Instrument 58-101
and within the meaning of section 1.4 of
National Instrument 52-110 and the NYSE Listing
Standards are disclosed in this Information
Circular under "Director Independence".

(c) Disclose whether or not a majority Seven of the 12 director nominees proposed by
of directors are independent. management for election are independent as
determined by the Nominating and Corporate
Governance Committee and the Board and pursuant
to the independence standards established under
National Instrument 58-101 and within the
meaning of section 1.4 of National Instrument
52-110 and the NYSE Listing Standards. Refer to
section "Director Independence" in this
Information Circular which describes how
directors are determined to be independent or
non-independent.

(d) Identify those directors who are Directorships of other issuers held by the
presently a director of any other director nominees are reported in this
issuer and identify the issuer. Information Circular under "Election of
Directors".

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT COMMENTS
------------------------------------------- --------

(e) Disclose whether or not the Prior to the termination of each Board meeting,
independent directors hold regularly the non-management directors meet in executive
scheduled meetings at which non- session without the presence of management to
independent directors and members discuss whatever topics are appropriate.
of management are not in attendance. Additional executive sessions may be scheduled
from time to time as determined by a majority
of the non-management directors in consultation
with the Chair of the Board and Chair of the
Nominating and Corporate Governance Committee.
In addition, at each meeting of a Board
committee, each committee holds an executive
session without the presence of management.

(f) Disclose whether or not the chair of The Board of Directors functions independently
the Board is an independent director. of management and appoints the Chair. The Chair
is considered non-independent. The Board does
not have a lead director but leadership for the
non-management directors would, depending on
circumstances, be provided by the Chair of the
Nominating and Corporate Governance Committee
or a lead director appointed by the
non-management directors who have been
determined to be independent.

(g) Disclose the attendance record of The attendance of each director for all Board
each director for all board meetings and Board committee meetings held since the
held since the beginning of the beginning of the most recently completed
issuer's most recently completed financial year is reported in this Information
financial year. Circular under "Meetings of the Board of
Directors and Its Committees During 2008".
Average attendance rate in 2008 for all Board
meetings held during the year is 99%.

2. Disclose the text of the Board's written The Board's mandate is attached as Schedule "A"
mandate. to this Information Circular which outlines the
responsibilities of the Board.

3. (a) Disclose whether or not the Board The role and responsibilities of the Chair and
has developed written position the Chair of the Board committees is determined
descriptions for the chair and the through the mandates of the Board and the
chair of each board committee. mandate of each Board committee.

(b) Disclose whether or not the Board The Corporation does not have a designated CEO
and CEO have developed a written position. This role is delegated by the Board
position description for the CEO. to the Corporate Management Committee of the
Corporation which is comprised of 14 members of
the senior management group including the
Chair, the two Vice-Chairs and the President
and Chief Operating Officer. The Corporate
Management Committee shares the
responsibilities normally associated with a CEO
position. The Corporation's corporate
governance guidelines state that the Board is
responsible for the stewardship of the
Corporation and overseeing the business and
affairs of the Corporation. Any responsibility
that is not delegated to senior management or a
Board committee remains with the full Board. In
addition, the Board in conjunction with senior
management determines the limits of
management's responsibilities and establishes
annual corporate objectives which management is
responsible for meeting.

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT COMMENTS
------------------------------------------- --------

4. (a) Briefly describe what measures the The Corporation has an orientation program
Board takes to orient new directors whereby new members of the Board are provided
regarding (i) the role of the board, background information about the Corporation's
its committees and its directors, business, current issues, and corporate
and (ii) the nature and operation of strategies. They also receive a Director's
the issuer's business. Manual which contains the Information Circular,
annual report, press releases, and Annual
Information Form. They receive a copy of the
Corporation's Code of Integrity, Business
Ethics and Conduct, Board and Board committee
mandates and other information about the Board,
its committees, director's duties and
responsibilities. They meet with key operations
personnel and receive specific information on
the business and ongoing operations of the
Corporation, corporate structure, management
structure, financial position, business risks,
employee compensation, business conduct
philosophies, and corporate governance
practices. As well, any director has
unrestricted direct access to any member of
senior management and their staff at any time.

(b) Briefly describe what measures, if The Corporation provides ongoing continuous
any, the Board takes to provide education programs through key business area
continuing education for its presentations, monthly business updates and
directors. operations site visits as appropriate. In 2008
detailed presentations were conducted on the
Corporation's thermal projects of Kirby and
Primrose/Wolf Lake, quarterly presentations on
the progress of construction of the Horizon Oil
Sands Project. Detailed monthly reports were
also provided on the Horizon Project's
progress. Each director is expected to
participate in continuing education programs to
maintain any professional designation that they
may have and which would have been considered
in their nomination as a director. Each
director is expected to participate in programs
that would be necessary to maintain a level of
expertise in order to perform his or her
responsibilities as a director and to provide
ongoing guidance and direction to management.

5. (a) Disclose whether or not the Board The Board of Directors has adopted a written
has adopted a written code for the code for the directors, officers and employees
directors, officers and employees. of the Corporation. Details regarding the code
can be found in this Information Circular under
"Ethics Policy". If the Board has adopted a
written code:

(i) disclose how a person or A copy of the Code of Integrity, Business
company may obtain a copy of the Ethics and Conduct can be obtained free of
code; charge from SEDAR website at WWW.SEDAR.COM or
by writing to the Corporation to the attention
of the Corporate Secretary.

(ii) describe how the Board Periodic reports are provided to the Board from
monitors compliance with its management directly responsible for compliance
code, or if the board does not related matters on compliance with its code and
monitor compliance, explain on any existing or potential conflicts of
whether and how the Board interest of directors, officers and employees.
satisfies compliance with its The Board, through the Audit Committee chair,
code; also receives itself regarding reports of any
financial or accounting issues raised through
the and Corporation's anonymous toll-free
hot-line.

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT COMMENTS
------------------------------------------- --------

(iii) provide a cross-reference to No material change report pertaining to the
any material change report conduct of any director or executive officer
filed since the beginning of has been required or filed during the most
the most recently completed recently issuer's completed financial year. To
year that pertains to any the best of the Board's knowledge, there has
conduct of a director or exe- financial been no departure from the code in
cutive fficer that constitutes the conduct of any director or executive
a departure from the code. officer.

(b) Describe any steps the Board takes To ensure independent judgment is exercised by
to ensure directors exercise inde- the directors on any transaction they may be
pendent judgment in considering considering where another director or executive
transactions and agreements in officer of the Corporation may have material
respect of which a director or interest, the director or executive officer
executive officer has a material with the material interest must declare such
interest. material interest and would be excused from the
meeting after management's presentation has
been made and all questions have been answered
to the satisfaction of the disinterested
directors; thereby permitting the disinterested
directors to have an open and unencumbered
discussion on the merits of the transaction and
the benefit to the Corporation.

(c) Describe any other steps the Board The Code of Integrity, Business Ethics and
takes to encourage and promote a Conduct applies to the directors, officers and
culture of ethical business and employees as well as others who perform
conduct. services for or on behalf of the Corporation
and is supported by the Board as a whole. The
Nominating and Corporate Governance Committee
reviews the Code of Integrity, Business Ethics
and Conduct annually to ensure it keeps pace
with evolving business ethics and best
practices. The Board must approve any changes
to the Code of Integrity, Business Ethics and
Conduct and only after a recommendation to the
Board is received from the Nominating and
Corporate Governance Committee whose
responsibility it is to review and recommend to
the Board any amendments it determines is
appropriate. Material changes to the Code of
Integrity, Business Ethics and Conduct are
communicated to all employees to ensure they
are aware of such changes and that they are in
compliance with the Code of Integrity, Business
Ethics and Conduct as modified. Each new
employee must also sign an acknowledgement form
upon their hire acknowledging that they have
received a copy of the Code of Integrity,
Business Ethics and Conduct, have read it,
understand it and agree to abide by it.
Directors, officers and employees must
immediately declare any actual or potential
conflicts of interest that may exist.

Annually a reminder is sent out to all
employees reminding them of the importance of
adhering to the spirit and intent of the Code
of Integrity, Business Ethics and Conduct and
how a copy can be acquired or referenced at any
time. In addition, annually, each Director and
officer must acknowledge in writing the Code of
Integrity, Business Ethics and Conduct and
confirm they are familiar with it, understand
it and that they are not in breach of any of
its principles nor were granted any waivers for
compliance with the Code of Integrity, Business
Ethics and Conduct in whole or in part.

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT COMMENTS
------------------------------------------- --------

6. (a) Describe the process by which the The Board has constituted the Nominating and
identifies new candidates for Corporate Governance Board Committee to
the board nomination. recommend to the Board, nominees for
appointment of new directors to fill vacancies
or meet additional needs of the Board. Through
the Board evaluation process and ongoing
monitoring of the needs of the Corporation,
desired expertise and skill sets are identified
and individuals that possess the required
experience and skills are contacted by the
Chair of the Nominating and Corporate
Governance Committee and if agreed interviewed
by the Chair of the Nominating and Corporate
Governance Committee, the Chair and the
Vice-Chairs of the Board and considered by the
entire Nominating and Corporate Governance
Committee for recommendation to the Board as
potential nominee directors.

(b) Disclose whether or not the Board The Board has constituted the Nominating and
has a nominating committee composed Corporate Governance Committee composed
entirely of independent directors. entirely of independent directors, each of whom
meets the independent qualifications under
National Instrument 58-101 and within the
meaning of section 1.4 of National Instrument
52-110 and the New York Stock Exchange Listing
Standards. Members of the Nominating and
Corporate Governance Committee are identified
in this Information Circular in the table under
"Election of Directors".

(c) If the Board has a nominating The primary duties and responsibilities of the
committee, describe the responsi- Nominating and Corporate Governance Committee
bilities, powers and operation of are described in this Information Circular
the nominating committee. under "Responsibilities of the Board of
Director's Standing Committees".

7. (a) Describe the process by which the The Nominating and Corporate Governance
determines the compensation for the Committee reviews periodically the Board
issuer's directors and officers. adequacy and structure of directors'
compensation and makes recommendations to the
Board designed to ensure the directors'
compensation realistically reflects the
responsibilities, time commitments and risks of
the directors. The Board has constituted the
Compensation Committee as a standing committee
of the Board of Directors to review and approve
the Corporation's compensation philosophy and
programs for executive officers and employees
and to approve and evaluate all compensation of
executive officers including salaries, bonuses
and equity compensation plans.

(b) Disclose whether or not the Board The Board has constituted the Compensation
has a compensation committee Committee comprised entirely of independent
composed entirely of independent directors each of whom meets the independent
directors. qualifications under National Instrument 58-101
and within the meaning of section 1.4 of
National Instrument 52-110 and the NYSE Listing
Standards. Members of the Compensation
Committee are identified in this Information
Circular in the table under "Election of
Directors".

(c) If the Board has a compensation The primary duties and responsibilities of the
committee, describe the responsi- Compensation Committee are described in this
bilities, powers and operation of Information Circular under "Responsibilities of
the compensation committee. the Board of Director's Standing Committees".

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT COMMENTS
------------------------------------------- --------

(d) Disclose the identity of the In arriving at the compensation levels paid by
consultant or advisor retained to the Corporation to its executive officers, a
assist in determining the compensa- number of factors are taken into account
tion for any of the directors or including the expertise and experience of the
officers. individual, the length of time the individual
has been in the position, the personal
performance of the individual, the overall
performance of the Corporation, and, a
subjective evaluation considering peer-company
market data from surveys in which the
Corporation participates. It is believed that
the information available and the factors
considered in determining executive
compensation is sufficient in helping to
determine the appropriate level of executive
compensation and that the services of an
independent compensation consultant and
associated costs were not warranted.

8. If the Board has standing committees Two other standing committees of the Board are
other than the audit, compensation and the Health, Safety and Environmental Committee
nominating committees, identify the and the Reserves Committee. Their primary
committees and describe their function. duties and responsibilities are described in
this Information Circular under
"Responsibilities of the Board of Director's
Standing Committees". These committees are
composed of a majority of independent directors
who meet the independent qualifications under
National Instrument 58-101 and within the
meaning of section 1.4 of National Instrument
52-110 and the NYSE Listing Standards.

9. Disclose whether or not the Board, its The Nominating and Corporate Governance
committees and individual directors are Committee is responsible for assessing the
regularly assessed with respect to their effectiveness of the Board as a whole, the
effectiveness and contribution. committees of the Board and the contribution of
individual directors. The assessment includes a
detailed annual questionnaire that each
director must complete. The annual
questionnaire covers a range of topics
including: individual self-assessment;
assessment of board and committee performance
and effectiveness; and, an assessment of peer
performance at the Board level and at the
committee level. An independent management
consulting firm is engaged to review and
analyze the completed questionnaire and provide
to the Nominating and Corporate Governance
Committee a presentation and written detailed
report of the responses to the questionnaire.
The written analysis from the consulting firm
together with any issues or concerns raised by
the survey constitutes part of the report to
the full Board. The Nominating and Corporate
Governance Committee presents the detailed
report to the Board and makes recommendations
to improve the effectiveness of the Board in
light of the results of the performance
evaluation.

OTHER CORPORATE GOVERNANCE MATTERS

THE NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE LISTING STANDARDS

The Corporation, as a "foreign private issuer" in the United States,
may rely on home jurisdiction listing standards for compliance with the NYSE
Corporate Governance Listing Standards but must comply with the following NYSE
rules: (i) the rule requiring the audit committee to meet the requirements of
Securities Exchange Commission ("SEC") Rule 10A-3 of the Securities Exchange Act
of 1934, as amended; (ii) the requirement for the Corporation to disclose in its
annual report or on its website any significant differences between its
corporate governance practices and the NYSE listing standards; (iii) the
requirement for the Corporation's CEO to notify in writing the NYSE after any
executive officer becomes aware of any non-compliance with the applicable
provisions of NYSE Corporate Governance Listing Standards; and, (iv) the

requirement for the Corporation to submit an executed Annual Written Affirmation
affirming the Corporation's compliance with audit committee requirements of SEC
Rule 10A-3 of the Exchange Act or, as may be required from time to time, an
Interim Written Affirmation to the NYSE in the event of certain changes to the
Audit Committee membership or member's independence and that the Corporation has
provided its statement of significant corporate governance differences as
required to be included in its annual report to shareholders or on its website.

As required by the NYSE, a statement of the significant differences
between the Corporation's current corporate governance practices and those
currently required for U. S. companies listed on the NYSE is included in the
Corporation's annual report to shareholders.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES DURING 2008

The table below sets out the board and committee meeting attendance for
2008. The overall average meeting attendance rate at all Board and committee
meetings held in 2008 was 99%.

C.M. N.M. G.D. G.A. J.G. S.W. K.A.J. A.P. N.F. F.J. J.S. E.R. D.A. # OF
DIRECTORS BEST EDWARDS GIFFIN FILMON LANGILLE LAUT MACPHAIL MARKIN MCINTYRE MCKENNA PALMER SMITH TUER MEETINGS
- --------- ---- ------- ------ ------ -------- ---- -------- ------ -------- ------- ------ ----- ---- --------

Board Meetings........... 7/7 7/7 7/7 7/7 7/7 7/7 7/7 7/7 7/7 6/7 7/7 7/7 7/7 7
100% 100% 100% 100% 100% 100% 100% 100% 100% 86% 100% 100% 100% 99%
Committee Meetings Audit. 5/5 N/A 5/5 5/5 N/A N/A N/A N/A N/A N/A N/A N/A 5/5 5
100% -- 100% 100% -- -- -- -- -- -- -- -- 100% 100%
N.C.G.................... N/A N/A 2/2 2/2 N/A N/A N/A N/A N/A 2/2 N/A N/A 2/2 2
-- -- 100% 100% -- -- -- -- -- 100% -- -- 100% 100%
Compensation............. 6/6 N/A N/A N/A N/A N/A N/A N/A 6/6 6/6 6/6 6/6 N/A 6
100% -- -- -- -- -- -- -- 100% 100% 100% 100% -- 100%
Reserves................. N/A 2/2 N/A N/A N/A N/A 2/2 N/A 2/2 N/A 2/2 N/A 2/2 2
-- 100% -- -- -- -- 100% -- 100% -- 100% -- 100% 100%
H.S.E.................... N/A N/A N/A N/A N/A N/A 4/4 4/4 4/4 N/A 4/4 4/4 N/A 4
-- -- -- -- -- -- 100% 100% 100% -- 100% 100% -- 100%
Total Meetings...........18/18 9/9 14/14 14/14 7/7 7/7 13/13 11/11 19/19 14/15 19/19 17/17 16/16
ATTENDANCE RATE.......... 100% 100% 100% 100% 100% 100% 100% 100% 100% 93% 100% 100% 100% 99%

MANDATORY SHARE OWNERSHIP

The Board believes that in order to better align the interests of the
directors and the executive officers with those of the Corporation's
shareholders, share ownership by the directors and executive officers is
desirable. Non-management directors are required to acquire and hold Common
Shares of the Corporation within five (5) years from the date of the director's
appointment to the Board equal to a minimum aggregate market value of three
times the annual retainer fee paid to directors. The number of Common Shares
held by each Director and their respective market value as of the date of this
Information Circular is reported in the table under "Election of Directors" in
this Information Circular. Each non-management director meets or exceeds the
share ownership requirement of the Corporation.

Directors are required to confirm annually for the Corporation's
Information Circular their Common Share ownership position and that such
position is their beneficial and legal ownership position and has not been
hedged or otherwise sold.

DIRECTOR INDEPENDENCE

For a director to be independent, the Nominating and Corporate
Governance Committee and the Board must affirmatively determine such
independence, taking into account any applicable regulatory requirements and
such other factors as the Nominating and Corporate Governance Committee and
Board may deem appropriate; provided, however, that there shall be a three (3)
year period during which the following individuals shall not be deemed
independent: (i) former employees of the Corporation, or of its independent
auditor; (ii) former employees of any company whose compensation committee

includes or included in that time an officer of the Corporation; and, (iii) an
immediate family member of the individuals specified in (i) and (ii) above. In
addition, a director whose immediate family member is or was an executive of the
Corporation or a current employee of any company whose compensation committee
includes an officer of the Corporation will not be considered independent. The
Nominating and Corporate Governance Committee and the Board review annually the
relationship that each director has with the Corporation (either directly; or,
as a partner, shareholder or officer of an organization that has a relationship
with the Corporation). To assist in this process, all Directors are required to
complete a questionnaire relative to their shareholdings in the Corporation and
business relationships. Following this review, only those Directors whom the
Board and the Nominating and Corporate Governance Committee affirmatively
determine have no direct or indirect material relationship with the Corporation
taking into account the above mentioned factors, any applicable regulatory
requirements and such other factors as the Nominating and Corporate Governance
Committee and Board may deem appropriate will be considered independent
directors. Seven of the 12 director nominees proposed by management for election
are independent as determined by the Nominating and Corporate Governance
Committee and the Board and pursuant to the independent standards established
under National Instrument 58-101 and within the meaning of section 1.4 of
National Instrument 52-110 and the NYSE Listing Standards. Ms. C. M. Best and
Messrs. G. A. Filmon, G. D. Giffin, F J. McKenna, J. S. Palmer, E. R. Smith and
D. A. Tuer have all been affirmatively determined to be independent using the
above criteria. Mr. J. S. Palmer is the Chair and a partner of a law firm that
from time to time provides legal services to the Corporation. Mr. J. S. Palmer
does not personally provide these services to the Corporation nor solicit those
services and has confirmed that he does not receive any portion or percentage of
the fees paid by the Corporation to the law firm, nor does he participate in the
profits of the firm either directly or indirectly. He has also confirmed that
fees paid to the law firm by the Corporation in 2008 were less than 2% of that
firm's gross revenues and the Nominating and Corporate Governance Committee and
the Board has determined that the fees that have been paid to the law firm in
2008 are not material to either the Corporation or the law firm and therefore do
not impair his ability to act independent of management. Messrs. A. P. Markin,
N. M. Edwards, J. G. Langille, S. W. Laut who, as part of the senior management
committee of the Corporation and Mr. K. A. J. MacPhail through a familial
relationship with the Chair of the Board, have been determined by the Nominating
and Corporate Governance Committee and the Board to be non-independent.

DIRECTOR RETIREMENT POLICY

The Board of Directors established a mandatory retirement policy for
Directors. Under the policy, any Director who has reached the age 75, except for
any director who was over the age 75 on March 2, 2007 (the date the mandatory
retirement policy was adopted by the Board), can not stand for election to the
Board. The Board in adopting the retirement policy noted that Mr. J. S. Palmer
had reached the age of 75. The Board also recognized the positive contribution,
dedicated service, wise counsel and leadership provided to the Corporation and
its shareholders by Mr. J. S. Palmer since first becoming a Director in 1997. It
is the Board's continued belief that the Corporation and its shareholders
continue to benefit from his valued experience, knowledge, mentoring and input
into the stewardship of the Corporation.

AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Corporation's Audit Committee are financially
literate. Ms. C. M. Best who is chair of the Audit Committee qualifies as an
"audit committee financial expert" under the rules issued by the SEC pursuant to
the requirements of the Sarbanes-Oxley Act of 2002.

ETHICS POLICY

The Corporation has had a long-standing Code of Integrity, Business
Ethics and Conduct, which includes such topics as employment standards,
conflicts of interest, communication, the treatment of confidential information
and trading in the Corporation's shares and is designed to ensure that the
Corporation's business is conducted in a consistently legal and ethical manner.
Each Director and all employees including each member of senior management and
more specifically the principal executive officers, the principal financial
officer and the principal accounting officer are required to abide by the
Corporation's Code of Integrity, Business Ethics and Conduct. The Nominating and
Corporate Governance Committee periodically reviews the Corporation's Code of
Integrity, Business Ethics and Conduct to ensure it addresses appropriate topics
and complies with regulatory requirements and recommends any changes it deems
appropriate to the Board for approval.

Any waivers or changes to the Corporation's Code of Integrity, Business
Ethics and Conduct must be approved by the Board of Directors and appropriately
disclosed. No waivers to the Corporation's Code of Integrity, Business Ethics
and Conduct in whole or in part have been asked for or granted to any Director,
senior officer or employee.

Copies of the Code of Integrity, Business Ethics and Conduct can be
obtained free of charge from SEDAR at WWW.SEDAR.COM or by contacting the office
of the Corporate Secretary at the address indicated under "Additional
Information".

RESPONSIBILITIES OF THE BOARD OF DIRECTORS' STANDING COMMITTEES

The Audit Committee's primary duties and responsibilities as stated in
its charter include to:

a) ensure that the Corporation's management implemented a system
of internal controls over financial reporting and monitors its
effectiveness;

b) monitor and oversee the integrity of the Corporation's
financial statements, financial reporting processes and
systems of internal controls regarding financial, accounting
and compliance with regulatory and statutory requirements as
they relate to financial statements, taxation matters and
disclosure of material facts;

c) review the Corporation's financial statements, management
discussion and analysis and annual and interim earnings before
the release of this information by press release or
distribution to the shareholders;

d) select and recommend to the Board for appointment by the
shareholders, the Corporation's independent auditors,
pre-approve all audit and non-audit services to be provided to
the Corporation or its subsidiary entities by the
Corporation's independent auditors consistent with all
applicable laws, and establish the fees and other compensation
to be paid to the independent auditors and oversee the work of
the independent auditor, including resolution of disagreements
with management;

e) monitor the independence, qualifications and performance of
the Corporation's independent auditors;

f) oversee the audit of the Corporation's financial statements;

g) monitor the performance of the internal audit function;

h) establish procedures for the receipt, retention, response to
and treatment of complaints, including confidential, anonymous
submissions by the Corporation's employees, regarding
accounting, internal controls or auditing matters;

i) provide an avenue of communication among the independent
auditors, management, the internal audit function and the
Board; and,

j) review and approve the Corporation's hiring policies regarding
partners, employees and former partners and employees of
present and former external auditors.

The Corporation's Annual Information Form contains additional
information on the Audit Committee and its members under the section entitled
"Audit Committee Information".

The Compensation Committee's primary duties and responsibilities as
stated in its charter include to:

a) review and approve periodically the Corporation's compensation
philosophy and programs for executive officers and employees
of the Corporation that (i) supports the Corporation's overall
business strategy and objectives; (ii) attracts and retains
key executives and employees; (iii) links compensation with
business objectives and organizational performance; and (iv)
provides competitive compensation opportunities;

b) approve and evaluate all compensation of executive officers
including salaries, bonuses, and equity compensation plans;

c) review the Corporation's senior management and the steps being
taken to assure the succession of qualified senior management
at the Corporation;

d) review the Corporation's Amended, Compiled and Restated
Employee Stock Option Plan and the Employee Stock Purchase
Plan under which Common Shares may be acquired by directors,
executive officers and employees of the Corporation. The
Compensation Committee will also review the administration of
all equity plans the Corporation may establish; and,

e) review management's Compensation Discussion & Analysis of
executive compensation for inclusion in the proxy statement of
the Corporation.

The Health, Safety and Environmental Committee's primary duties and
responsibilities as stated in its charter include to:

a) generally ensure that the management of the Corporation has
designed and implemented effective health, safety and
environmental risk programs, controls and reporting systems
and reporting to the Board in respect thereof; and,

b) review management's commitment, overall plans and strategies
in the areas of corporate citizenship, ethics, social
responsibility and community affairs to ensure they are in
line with the Corporation's goals and image.

The Nominating and Corporate Governance Committee's primary duties and
responsibilities as stated in its charter include to:

a) provide assistance to the Board, the Chair of the Board and
the Vice-Chair of the Board in the area of review and
consideration of developments in corporate governance
practices;

b) recommend to the Board a set of corporate governance
principles and procedures applicable to and employed by the
Corporation;

c) provide assistance to the Board, the Chair of the Board and
the Vice-Chair of the Board in the area of Nominating and
Corporate Governance Committee selection and rotation
practices;

d) provide assistance to the Board, the Chair of the Board and
the Vice-Chair of the Board in the area of evaluation of the
overall effectiveness of the Board and management;

e) identify individuals qualified to become Board members with
the Chair of the Board and the Vice-Chairs of the Board and
recommend to the Board, director nominees for the next annual
meeting of shareholders; and,

f) review and recommend periodically to the Board, the
Corporation's compensation for directors of the Corporation.

The Reserves Committee's primary duties and responsibilities as stated
in its charter include to:

a) generally assume responsibility for assisting the Board in
respect of annual independent and/or internal review of the
Corporation's petroleum and natural gas reserves;

b) appoint the independent evaluating engineers and approve their
remuneration; and,

c) report to the Board on the Corporation's petroleum and natural
gas reserves and recommend to the Board for acceptance and
inclusion of the contents of the annual independent report on
the Corporation's petroleum and natural gas reserves for
filing with the regulatory authorities.

COMPENSATION DISCUSSION AND ANALYSIS

BOARD OF DIRECTORS OVERSIGHT

To oversee the Corporation's compensation practices, the Board of
Directors established a compensation committee (the "Committee") comprised
solely of independent directors.

During the year ending December 31, 2008, the members of the Board of
Directors who served on the Committee were: James S. Palmer, Catherine M. Best,
Norman F. McIntyre, Frank J. McKenna and Eldon R. Smith. No changes to the
Committee were made in 2008. All members of the Committee are independent
members of the Board and are knowledgeable with respect to compensation programs
and compensation levels.

The Committee reviews and approves the Corporation's compensation
philosophy and programs for executive officers which include the Corporation's
Named Executive Officers and employees of the Corporation to ensure that the
Corporation's compensation philosophy and programs (a) support the Corporation's
overall business strategy and objectives; (b) attract and retain key executive
officers and employees; (c) link compensation with business objectives and
organizational performance; and, (d) provide competitive compensation
opportunities. The Committee approves the compensation paid to each of the
Corporation's executive officers, the overall compensation paid by the
Corporation to its employees and the granting of stock options to executive
officers and employees. The Committee also reviews the Corporation's succession
planning and implementation. The Committee holds in-camera sessions at each of
its meetings.

The Corporation does not have a named Chief Executive Officer and the
review of factors that would be used to determine compensation of a Chief
Executive Officer are used in determining compensation to members of the
Corporation's Corporate Management Committee. The Corporation does not have
employment agreements with any of its executive officers.

COMPENSATION PHILOSOPHY

The compensation paid is structured to attract, retain and motivate
officers and encourage them to focus on improving corporate performance and to
increase value for shareholders and is comprised of both short-term cash
payments and longer term incentive payments. The short-term cash payments are
structured to be competitive with the market place in which the Corporation
operates while performance based equity compensation is a significant component
of overall executive officer compensation. The Corporation does not have a
pension plan and has chosen to implement a stock savings plan to complement the
Corporation's Stock Option Plan in place of defined benefit plans or
supplemental compensation or retirement plans that are not necessarily aligned
with creation of shareholder value.

The Committee has had numerous discussions of the relative merits of
its compensation practice which embraces both its non-formulaic approach to
executive officer compensation and a formula based approach for a portion of
their bonus payments and has concluded that the current approach is successful
and has resulted in an effective, focused management team. The approach provides
the necessary flexibility to appropriately incentivize the management team in
changing market and industry conditions, yet, base a part of their (as for all
employees) bonus payments on meeting specified established targets relating to
operations (production volumes, safety and environmental risk management
targets, cost of production and capital efficiency). This methodology is
continuously evaluated to ensure executive compensation is linked with the
performance of the Corporation.

In arriving at the compensation levels paid by the Corporation to its
executive officers the Committee takes into account a number of factors,
including the expertise and experience of the individual, the length of time the
individual has been in the position, the personal performance of the individual,
the overall performance of the Corporation, and, a subjective evaluation
considering peer-company market data from surveys in which the Corporation
participates. The Committee believes that the information they had available and
the factors considered in determining executive compensation was sufficient in
helping to determine the appropriate level of executive compensation and that
the services of an independent compensation consultant and associated costs were
not warranted.

The Committee uses published data of peer companies to assist in
determining reasonable levels of compensation to the Corporation's executives.
The peer companies which are used as guidelines are:

EnCana Corporation
Husky Energy Inc.
Nexen Inc.
Petro-Canada
Suncor Energy Inc.
Talisman Energy Inc.

COMPENSATION PAID IN 2008

The compensation paid in 2008 includes base salary, a discretionary
year-end cash bonus based on the individual's and the Corporation's performance,
contributions to the Corporation's Savings Plan, a year-end share bonus based on
the individual's and the Corporation's performance and awards of options to
acquire the Corporation's common shares pursuant to a stock option plan. These
forms of compensation are considered both individually and collectively to
determine the compensation levels paid to each of the Corporation's employees
and executive officers. Compensation levels of the Corporation's employees and
executive officers are reviewed annually following completed performance
reviews.

The Committee believes the Corporation's methods of compensation
provide a balanced program of immediate and longer-term incentive compensation
that is reasonable and able to react to change in economic outlook while at the
same time provide the Corporation's executive officers and employees with a
competitive total compensation package.

A. CASH PAYMENTS

1. BASE SALARY

One of the Corporation's objectives is to position executive base
salaries to be competitive with other companies in the energy sector or the
market place in which the Corporation operates. The Corporation uses and
consults available third party compensation surveys conducted on the industry
for companies of comparable size. Base salaries for executive officers were
previously set at the median level for similar positions in oil and natural gas
companies of comparable size. In addition, compensation in the form of
discretionary yearly cash bonuses was provided to recognize performance. These
cash payments were supplemented with the awarding of additional common stock
options. As the Corporation reached the upper limits of acceptable levels of
outstanding stock options, and was restricted in the amount awarded for any
further performance options, some base salaries have been increased beyond the
median level but below third quartile levels and the level of cash bonuses has
been increased. The Committee believes this is appropriate to ensure that
overall compensation levels remain competitive to attract and retain quality
employees while also ensuring that overall compensation levels do not become
excessive.

Two of the Named Executive Officers, Messrs. A. P. Markin and N. M.
Edwards, are directors and significant shareholders of the Corporation. They are
not paid an annual cash salary by the Corporation and accordingly do not
participate in the Corporation's stock savings plan. However, they have been
compensated relative to other Named Executive Officers with compensation based
more on share ownership and options to acquire share ownership.

The Corporation reviews its level of base cash salary in the spring of
each year making such adjustments as are necessary to reflect changes in
competitive practices, market and overall economic conditions. The Corporation
has determined that no review of salaries will be carried out in 2009 and
therefore no adjustment will be made to current salary levels reflecting the
current uncertainty in commodity pricing and the reduced outlook for worldwide
economic expansion.

2. CASH BONUSES

The Committee believes that incentive or "at risk" compensation
motivates individual performance to maximize shareholder value and aligns
executive officer performance with the Corporation's objectives and shareholder
interests. The discretionary cash bonus awarded is based on the individual's
performance over the year in contributing to the Corporation meeting its four
defined value creation measurements/financial goals. In 2008, cash bonuses
awarded to senior executive officers were generally reduced to reflect the fact
that the Corporation did not reach all of its internal targets.

B. LONG TERM INCENTIVE PLANS

1. STOCK OPTION PLAN

The Corporation believes that, to the extent possible, granting of
stock options should be used to augment the overall compensation package and the
Corporation has a long-standing policy of awarding stock options to all of its
executive officers and employees. To remain competitive with its industry peer
group the Committee believes it is important that the Corporation has an option
plan available to provide parity with compensation levels within the industry.
The Corporation's option plan is structured so that the exercise price can not
be lower than market value at the time of granting options, the options are
vested over five years commencing one or two years after granting and no
re-pricing of options is allowed. These options provide an incentive for all
employees and officers to ensure they are striving to maximize shareholder
value. As option awards are based on performance during the year and awarded
accordingly, previous grants are not one of the factors considered when awarding
options for performance. Directors are not eligible to receive options under the
option plan unless they provide ongoing day-to-day management services to the
Corporation. The Board believes this established policy of awarding stock
options meets the Corporation's business objectives provided the total number of
options outstanding at any time is limited to a maximum of 10% of the
Corporation's outstanding common shares. No one person can hold options pursuant
to the option plan of more than 5% of the outstanding Common Shares nor is it
possible for directors and officers, as a group, to hold options amounting to
10% of the outstanding Common Shares.

During 2003 the Corporation amended its option plan to facilitate
holders of options to receive a cash payment of the difference between the
market price of the Common Shares on Toronto Stock Exchange ("TSX") and the
exercise price of the options in lieu of Common Shares. This amendment ratified
by the shareholders in 2004 reduces the amount of dilution in the Corporation as
no additional Common Shares are issued if the cash election is made by the

option holder. Concurrently with this amendment the Corporation adopted the
accounting practice of reporting as an expense the intrinsic cost associated
with granting stock options.

In determining reasonable levels of stock options awarded to executive
officers and employees, the Corporation also uses published data of the peer
companies as a guideline. The determination is primarily focused on the number
of common shares granted rather than on a hypothetical value based on a formula
such as the Black-Scholes model.

2. STOCK SAVINGS PLAN

The Corporation has established a Stock Savings Plan for all of its
salaried full-time employees. Under this plan, employees may elect to contribute
up to 10% of their gross salary and the Corporation contributes one and one-half
times the contributions of the employees. The funds are deposited with a trustee
to purchase Common Shares of the Corporation through TSX. The Corporation's
portion of the contributions vests to the employee who has less than five years
of continuous participation in the plan over a two-year period provided the
employee does not leave the employment of the Corporation for any reason prior
to the vesting dates. The Corporation's portion of the contributions vests on
January 1 of each year to the employee who has five years of continuous
participation in the plan provided the employee does not leave the employment of
the Corporation for any reason prior to the vesting date. As at December 31,
2008 the trustee was holding a total of 4,717,406 Common Shares of the
Corporation.

A similar plan to the Stock Savings Plan was also adopted for all
permanent U.K. employees, entitled CNR International (U.K.) Limited Profit
Sharing Scheme (the "Scheme"). Effective December 31, 2002, due to changes in U.
K. tax legislation, the Scheme was discontinued and a share incentive plan was
adopted for all permanent U.K. employees entitled "CNR International (U.K.)
Limited Share Incentive Plan (the "SIP"). Under the terms of the SIP, each
employee can participate by contributing from (pound)10 to a maximum of
(pound)125 per month not to exceed 10% of the employee's monthly salary. A
matching contribution not to exceed two times the contribution of the employee
is made by CNR International (U.K.) Limited. The funds are deposited with a
trustee to purchase Common Shares of the Corporation through TSX. To benefit
fully from U. K. tax legislation governing SIPs, the purchased shares must be
held for a period of 5 years to be eligible for tax relief. As at December 31,
2008 the trustee was holding a total of 387,490 Common Shares of the
Corporation.

3. SHARE BONUS PLAN

The Share Bonus Plan provides a form of compensation which combines
share ownership in the Corporation by its employees and executive officers
without dilution or the granting of stock options and is a further incentive in
the retention of employees and officers. The amount awarded under this plan is
determined in respect of the employee's responsibility level and in 2008 is a
multiple ranging from 0.375 to 2.09 (down from 2006 multiples of 0.5 to 2.5 and
up from 2007 multiples of 0.25 to 1.67) times the cash bonus paid to the
employee based on performance, the position of the employee within the
Corporation and overall performance of the Corporation. This amount awarded is
used by a trustee to acquire Common Shares of the Corporation through TSX. The
Common Shares acquired are held by the trustee pursuant to the terms of the
Stock Savings Plan and, provided the employee does not leave the employment of
the Corporation for any reason, the Common Shares vest to that employee equally
over a three-year period. If the employee leaves the employment of the
Corporation for any reason, the unvested Common Shares purchased pursuant to the
Share Bonus Plan are forfeited by the employee under the terms of the plan. This
plan provides additional share ownership in the Corporation by its executive
officers and employees.

4. HORIZON OIL SANDS LONG TERM INCENTIVE PLAN

The Corporation has adopted the Horizon Oil Sands Long Term Incentive
Plan under which executive officers and employees can benefit upon the
successful completion of Phase 1 of the Horizon Oil Sands Project (the
"Project"), subject to the Corporation, the executive officers and the
individual employee meeting established performance elements. Similar to the
Corporation's other incentive components of its compensation package it was
designed to attract, retain and motivate employees and officers in the
construction and commissioning of the Project in the most timely and cost
effective manner possible and to meet the other established targets and to
reward such performance. The Committee reviewed and recommended the approval of
the performance elements by the Board who subsequently approved the performance
elements at the time of Project sanction on February 9, 2005. The individual
bonuses paid are on a prorated basis depending on (i) position and level of
responsibility of the individual to the successful completion of Phase 1 of the
Project, (ii) meeting the established performance elements comprised of capital
expenditure targets, rate of production, operating costs per barrel of synthetic
crude and onsite safety targets, and, (iii) the individual employee meeting

personal performance objectives. Personal performance objectives are set for the
period the Horizon Long Term Incentive Plan is in effect.

2008 GOALS AND CORPORATE RESULTS AND SENIOR EXECUTIVE COMPENSATION

The overall performance of the Corporation is determined by reviewing
the success the Corporation achieved on an annual basis in meeting its four
broadly defined value creation measurements/financial goals:(a) production of
crude oil and natural gas; (b) crude oil and natural gas reserves; (c) cash flow
from operations; and (d) net asset value.

The specific goals set by the Corporation and the Board and the 2008
results of those goals are as follows:

- ------------------------------------------------------------------------------------------------------------------------------
MEASURE TARGET RANGE ACTUAL PERFORMANCE
- ------------------------------------------------------------------------------------------------------------------------------
FINANCIAL RESULTS
- ------------------------------------------------------------------------------------------------------------------------------

Cash flow $4.6 - 5.1 Billion $7.0 Billion Outperform
- ------------------------------------------------------------------------------------------------------------------------------
Cash flow per share $8.5 - $9.40 $12.89 Outperform
- ------------------------------------------------------------------------------------------------------------------------------
Debt to book Cap -- % 43.3 41.0 Outperform
- ------------------------------------------------------------------------------------------------------------------------------
Return on Equity 15.6 33.0 Outperform
- ------------------------------------------------------------------------------------------------------------------------------
Return on average capital employed 9.6 19.0 Outperform
(after tax and interest)
- ------------------------------------------------------------------------------------------------------------------------------
OPERATING RESULTS
- ------------------------------------------------------------------------------------------------------------------------------
Production -- oil (mbbl/d)
- ------------------------------------------------------------------------------------------------------------------------------
Canada 221 - 245 244 Perform
- ------------------------------------------------------------------------------------------------------------------------------
International 68 - 86 72 Perform
- ------------------------------------------------------------------------------------------------------------------------------
Horizon mining 27 - 35 0 Underperform
- ------------------------------------------------------------------------------------------------------------------------------
Production -- natural gas (mmcf/d)
- ------------------------------------------------------------------------------------------------------------------------------
Canada 1,405 - 1,485 1,472 Perform
- ------------------------------------------------------------------------------------------------------------------------------
International 24 - 28 23 Underperform
- ------------------------------------------------------------------------------------------------------------------------------
PRODUCTION EXPENSE --
$ PER UNIT
- ------------------------------------------------------------------------------------------------------------------------------
Canada -- oil $13.75 - 14.25 $14.96 Underperform
- ------------------------------------------------------------------------------------------------------------------------------
Canada -- natural gas $0.94 - 1.00 $1.00 Perform
- ------------------------------------------------------------------------------------------------------------------------------
International North Sea -- oil $21.25 - 22.25 $26.29 Underperform
- ------------------------------------------------------------------------------------------------------------------------------
International offshore West Africa -- oil $10.00 - 11.00 $10.29 Perform
- ------------------------------------------------------------------------------------------------------------------------------
General & Administrative costs (per boe) $0.94 $0.87 Outperform
- ------------------------------------------------------------------------------------------------------------------------------
EXECUTION OF MAJOR PROJECTS
- ------------------------------------------------------------------------------------------------------------------------------
Horizon Mining Project The project was not completed in the time frame budgeted and Underperform
the costs were higher than budgeted
- ------------------------------------------------------------------------------------------------------------------------------
Primrose East Oil Project The project was completed earlier than expected and was Outperform
within 1% of budgeted costs
- ------------------------------------------------------------------------------------------------------------------------------
Offshore West Africa A rig was secured to re-drill the Baobab Project and the Perform
necessary equipment was secured to commence the development
of the Olowi Field at Gabon. Both of these projects were
under way at the end of 2008 and will be further evaluated
in 2009 after completion.
- ------------------------------------------------------------------------------------------------------------------------------
Note: mbbl/d means one thousand barrels per day; mmcf//d means one million cubic feet per day; and, boe means
barrel of oil equivalent.

Cash flow from operations is a non-GAAP measure that represents net
earnings adjusted for non-cash items before working capital adjustments. The
non-cash items are depletion, depreciation and amortization, asset retirement
obligation accretion, stock based compensation, unrealized risk management,
unrealized foreign exchange, deferred petroleum revenue tax and future income
tax expense. Cash flow from operations may not be comparable to similar measures
presented by other companies.

As a result of these performance measures total bonuses including stock
option awards and incentive plan compensation for the executive officers
responsible for only Canadian conventional oil and natural gas operations
remained at similar levels to the prior year while those executive officers with
responsibilities including the completion of the Horizon mining project were at
a lower level than the prior year.

PERFORMANCE GRAPH

The following performance graph illustrates, over the five year period
ended December 31, 2008, the cumulative return to shareholders of an investment
in the Common Shares of the Corporation compared to the cumulative total
shareholder return on the S&P/TSX Composite Index and the S&P/TSX Oil & Gas
Exploration and Production Index, assuming the reinvestment of dividends, where
applicable.

CUMULATIVE VALUE OF A $100 INVESTMENT

[GRAPHIC]

AT DECEMBER 31 2003 2004 2005 2006 2007 2008

CANADIAN NATURAL RESOURCES LIMITED.................. $100 $158 $358 $388 $455 $307
S&P/TSX COMPOSITE INDEX............................. $100 $114 $142 $167 $183 $123
S&P/TSX OIL & GAS EXPLORATION & PRODUCTION INDEX.... $100 $141 $244 $248 $273 $189

EXECUTIVE COMPENSATION

Pursuant to National Instrument 51-102 the Corporation is required to
disclose in its annual information circular to shareholders all direct and
indirect compensation provided directly or indirectly to the CEO, the CFO and
certain other executive officers and directors for, or in connection with,
services they have provided to the Corporation or a subsidiary of the
Corporation. The Corporation does not have a named chief executive officer but
has a corporate management committee which includes four members who are also
directors of the Corporation. None of the four directors who serve on the
Corporate Management Committee receive any fees related to serving as a
director. Accordingly, the Corporation has determined that its Named Executive
Officers should include the four director members of the Corporate Management
Committee, one of whom is also President and Chief Operating Officer of the
Corporation; the Chief Financial Officer of the Corporation; and the next three
highest paid members of the Corporate Management Committee who would meet the
requirements to be classified as a Named Executive Officer as defined in
National Instrument 51-102.

The following table sets forth all direct and indirect remuneration for
services in all capacities to the Corporation and its subsidiaries for the
fiscal year ended December 31, 2008, 2007 and 2006 in respect of each Named
Executive Officer.

The Corporation does not have a share based awards program or pension
plan and accordingly those items are not shown in the table.

SUMMARY COMPENSATION TABLE

NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)
OPTION ANNUAL LONG TERM
OPTION BASED INCENTIVE INCENTIVE ALL OTHER TOTAL
SALARY AWARD AWARDS PLANS PLANS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) (#)(2) ($)(3) $(4) $(5) ($)(1) ($)
- --------------------------- ---- -------- ------ --------- ------- --------- ------------- -------------

Allan P. Markin............ 2008 -- 200,000 3,538,898 175,000 365,750 7,248 4,086,896
Chairman 2007 -- 200,000 4,421,617 150,000 499,500 -- 5,071,117
2006 -- 175,000 3,235,510 200,000 1,000,000 -- 4,435,510

N. Murray Edwards.......... 2008 -- 200,000 3,538,898 375,000 783,750 -- 4,697,648
Vice-Chairman 2007 -- 400,000 8,843,234 150,000 499,500 -- 9,492,734
2006 -- 175,000 3,235,510 200,000 1,000,000 -- 4,435,510

John G. Langille........... 2008 325,000 50,000 884,725 50,000 104,500 60,180 1,424,405
Vice-Chairman 2007 325,000 66,000 1,459,134 75,000 125,250 50,590 2,034,974
2006 325,000 50,000 924,431 104,875 250,000 48,750 1,653,056

Steve W. Laut.............. 2008 550,000 200,000 3,538,898 150,000 313,500 96,295 4,648,693
President and Chief 2007 550,000 200,000 4,421,617 209,750 325,650 77,831 5,684,848
Operating Officer 2006 500,000 175,000 3,235,510 266,875 650,000 58,673 4,711,058

Douglas A. Proll........... 2008 361,538 80,000 1,415,559 100,000 209,000 64,281 2,150,378
Chief Financial Officer and 2007 350,000 80,000 1,768,647 124,475 192,050 83,819 2,518,991
Senior Vice-President, 2006 330,000 60,000 1,109,318 129,575 312,500 42,404 1,923,797
Finance

Lyle G. Stevens............ 2008 361,538 80,000 1,415,559 100,000 209,000 61,086 2,147,183
Senior Vice-President, 2007 350,000 80,000 1,768,647 101,825 154,475 48,255 2,423.202
Exploitation 2006 325,000 60,000 1,109,318 104,275 250,000 42,000 1,830,593

Tim S. McKay............... 2008 361,538 80,000 1,415,559 100,000 209,000 64,281 2,150,378
Senior Vice-President, 2007 350,000 80,000 1,768,647 101,975 154,475 51,368 2,426,465
Operation 2006 330,000 60,000 1,109,318 104,575 250,000 45,000 1,838,893

Real J.H. Doucet........... 2008 371,538 70,000 1,238,614 100,000 209,000 111,103 2,030,255
Senior Vice-President 2007 360,000 80,000 1,768,647 115,000 192,050 51,368 2,487,065
Oil Sands 2006 330,000 60,000 1,109,318 125,000 312,500 66,808 1,943,626

_____________________
Notes:
(1) The value in aggregate of perquisites and benefits which is comprised only
of health, life insurance premiums and parking for each Named Executive
Officer is less than $50,000 and is less or worth less than 10% of total
salary for 2008. All Other Compensation is comprised of the aggregate
value of perquisites and benefits and the vested portion in each year of
the Corporation's contribution to the Corporation's Stock Savings Plan for
each Named Executive Officer who is a participant in the plan. The
Corporation's contribution to the Corporation's Stock Savings Plan for
each Named Executive Officer who is a participant in the plan vests on
January 1 each year. The unvested portion of the Corporation's
contribution in 2008 as at December 31, 2008 for each Named Executive
Officer who is a participant in the plan and which vested January 1, 2009
is as follows: J. G. Langille, $34,255; S. W. Laut, $57,971; D. A. Proll,
$38,099; L. G. Stevens, $38,099; T. S. McKay, $38,099; and, R. J. H.
Doucet, $39,153. Mr. R. J. H. Doucet is also paid a site location
allowance and site premium.

(2) In the aggregate the number of options granted to the Named Executive
Officers in 2008 represents 11.4 per cent of total options awarded to all
employees in 2008.The amounts appearing in this column represent number of
options awarded and not their dollar values and therefore are not factored
into the Named Executive Officers Total Compensation column.

(3) The grant date fair value is a theoretical value determined using
Black-Scholes pricing model of options granted in the year. The options on
date of grant have no intrinsic value as the strike price is the closing
price of the Corporation's Common Shares on TSX on the day preceding the
grant. The Named Executive Officers do not receive any value for these
options until options are vested and exercised under the terms of the
options. For financial statement purposes the Corporation calculates
quarterly intrinsic value of the options and records that as an expense in
its earnings statement.

(4) The amount shown as Annual Incentive Plan is the cash bonus award to each
of the Named Executive Officer for personal and corporate performance
during the year.

(5) Share Bonus Plan awards are in the form of a cash payment calculated as a
multiple of the cash bonus and deposited to the Employee Stock Savings
Plan for the purpose of purchasing Common Shares of the Corporation on
TSX, on behalf of the Named Executive Officer. The Common Shares vest
equally over three years each May 1 for Common Shares purchased for 2006
performance, each October 1 for Common Shares purchased for 2007
performance and each July 1 for Common Shares purchased for 2008
performance. Any dividends declared payable on the Common Shares by the
Corporation are also paid on the unvested shares and dividends paid are
used to purchase additional Common Shares which vest immediately. The
number of Common Shares purchased on TSX for each Named Executive Officer
for (i) 2008 performance at an average purchase price of $44.03 is as
follows: A. P. Markin, 8,307; N. M. Edwards, 17,800; J. G. Langille,
2,373; S. W. Laut, 7,120; D. A. Proll, 4,747; L. G. Stevens, 4,747; T. S.
McKay, 4,747; and, R. J. H. Doucet 4,747; (ii) 2007 performance at an
average purchase price of $73.98 is as follows: A. P. Markin, 6,752; N. M.
Edwards, 6,752; J. G. Langille, 1,693; S. W. Laut, 4,402; D. A. Proll,
2,596; L. G. Stevens, 2,088; T. S. McKay, 2,088; and, R. J. H. Doucet
2,596; (iii) 2006 performance at an average purchase price of $54.69 is as
follows: A. P. Markin, 18,285; N. M. Edwards, 18,285; J. G. Langille,
4,571; S. W. Laut, 11,886; D. A. Proll, 5,714; L. G. Stevens, 4,571; T. S.
McKay, 4,571; and, R. J. H. Doucet 5,714. If the Named Executive Officer
leaves the employment of the Corporation for any reason, the unvested
Common Shares purchased pursuant to the Share Bonus Plan are forfeited by
the Named Executive Officer under the terms of the plan.

INCENTIVE PLAN AWARDS

The following table lists the number of securities underlying
unexercised options granted to each of the Named Executive Officers and the net
benefit of the in-the-money options as at December 31, 2008. The number of
securities underlying unexercised options listed in the table below includes
unvested options. The value of those unvested options could not be realized by
the Named Executive Officer as at December 31, 2008. The Corporation does not
have a share-based award program.

OPTION BASED AWARDS SHARE-BASED AWARDS
------------------------------------------------------------- -----------------------------
VALUE OF NUMBER OF
NUMBER OF UNEXERCISED SHARES OR MARKET OR
SECURITIES IN-THE-MONEY UNITS OF PAYOUT VALUE
UNDERLYING OPTION OPTIONS OR SHARES THAT OF SHARE-BASED
UNEXERCISED EXERCISE SIMILAR HAVE NOT AWARDS THAT
OPTIONS PRICE OPTION EXPIRATION INSTRUMENTS VESTED HAVE NOT VESTED
NAME (#) ($) DATE ($)(1) (#) ($)
- ---------------------------- ----------- -------- ------------------ ------------ ----------- ----------------

Allan M. Markin............. 16,000(2) 17.80(2) March 12, 2009 495,200 -- --
80,000(3) 33.38(3) April 11, 2010 1,229,600 -- --
137,000 59.85 February 6, 2011 -- -- --
175,000 61.18 January 11, 2012 -- -- --
200,000 70.44 January 14, 2013 -- -- --
200,000 45.96 January 15, 2014 558,000 -- --
N. Murray Edwards........... 80,000(2) 17.80(2) March 12, 2009 2,476,000 -- --
200,000(3) 33.38(3) April 11, 2010 3,074,000 -- --
150,000 59.85 February 6, 2011 -- -- --
175,000 61.18 January 11, 2012 -- -- --
400,000 70.44 January 14, 2013 -- -- --
200,000 45.96 January 15, 2014 558,000 -- --
John G. Langille.............. 80,000(2) 17.80(2) March 12, 2009 2,476,000 -- --
60,000(3) 33.38(3) April 11, 2010 922,200 -- --
35,000 59.85 February 6, 2011 -- -- --
50,000 61.18 January 11, 2012 -- -- --
66,000 70.44 January 14, 2013 -- -- --
50,000 45.96 January 15, 2014 139,500 -- --

Steve W. Laut............... 80,000(2) 16.89(2) March 12, 2009 2,549,000 -- --
200,000(3) 33.38(3) April 11, 2010 3,074,000 -- --
150,000 59.85 February 6, 2011 -- -- --
175,000 61.18 January 11, 2012 -- -- --
200,000 70.44 January 14, 2013 -- -- --
200,000 45.96 January 15, 2014 558,000 -- --
Douglas A. Proll............ 60,000(2) 16.89(2) March 12, 2009 1,911,750 -- --
50,000(3) 26.26(3) February 25, 2010 1,124,500 -- --
35,000 59.85 February 6, 2011 -- -- --
60,000 61.18 January 11, 2012 -- --
80,000 70.44 January 14, 2013 -- -- --
80,000 45.96 January 15, 2014 223,200 -- --
Lyle G. Stevens............. 60,000(2) 16.89(2) March 12, 2009 1,911,750 -- --
50,000(3) 26.26(3) February 25, 2010 1,124,500 -- --
35,000 59.85 February 6, 2011 -- -- --
60,000 61.18 January 11, 2012 -- -- --
80,000 70.44 January 14, 2013 -- -- --
80,000 45.96 January 15, 2014 223,200 -- --
Tim S. McKay................ 45,000(2) 16.89(2) March 12, 2009 1,433,813 -- --
30,000(3) 26.26(3) February 25, 2010 674,700 -- --
35,000 59.85 February 6, 2011 -- -- --
60,000 61.18 January 11, 2012 -- -- --
80,000 70.44 January 14, 2013 -- -- --
80,000 45.96 January 15, 2014 223,200 -- --
Real J.H. Doucet.............. 45,000(2) 16.89(2) March 12, 2009 1,433,813 -- --
50,000(3) 26.26(3) February 25, 2010 1,124,500 -- --
35,000 59.85 February 6, 2011 -- -- --
60,000 61.18 January 11, 2012 -- -- --
80,000 70.44 January 14, 2013 -- -- --
70,000 45.96 January 15, 2014 195,300 -- --

______________

(1) The closing price of the Corporation's Common Shares on TSX on December
31, 2008 was $48.75.

(2) Adjusted for the 2004 and 2005 two-for-one stock splits.

(3) Adjusted for the 2005 two-for-one stock split.

INCENTIVE PLAN AWARDS -- VALUE VESTED OR EARNED DURING THE YEAR

NON-EQUITY PLAN
OPTION BASED AWARDS -- SHARE-BASED AWARDS -- COMPENSATION --
VALUE VESTED DURING VALUE VESTED DURING VALUE EARNED DURING
THE YEAR THE YEAR THE YEAR
NAME ($)(1) ($)(2) ($)(3)
- -------------------------------- --------------------- --------------------- --------------------

Allan P. Markin................. 2,839,160 -- 1,303,466
N. Murray Edwards............... 2,839,160 -- 1,303,466
John G. Langille................ 1,428,460 -- 325,966
Steve W. Laut................... 2,707,360 -- 816,691
Douglas A. Proll................ 1,023,090 -- 386,728
Lyle G. Stevens................. 1,023,090 -- 335,578
Tim S. McKay.................... 1,023,090 -- 335,578
Real J.H. Doucet................ 1,023,090 -- 380,536

_________________

(1) Outlines the net benefit the Named Executive Officer would have received
had the Named Executive Officer exercised on date of vesting.

(2) The Corporation does not have a share-based award program.

(3) This is the aggregate benefit to the Named Executive Officer based on the
closing price of the common shares on TSX on the day prior to vesting of
the share bonus awards during 2008. Share Bonus Plan awards are in the
form of a cash payment deposited to the Employee Stock Savings Plan for
the purpose of purchasing Common Shares of the Corporation on TSX, on
behalf of the Named Executive Officer. The Common Shares vest equally over
three years each May 1 for Common Shares purchased for 2006 performance,
each October 1 for Common Shares purchased for 2007 performance and each
July 1 for Common Shares purchased for 2008 performance.

COMMON SHARES HELD BY NAMED EXECUTIVE OFFICERS

The Board adopted Common Share ownership guidelines for officers of the
Corporation including management directors. The guidelines require Common Share
ownership proportionate to the individual's compensation and position which are:

Chair, Vice-Chair, and, President and Chief
Operating Officer................................... 4 times base salary
Senior Vice-President.................................. 2 times base salary
All other officers..................................... 1 times base salary

Under the guidelines, the individual has 3 years from the effective
date of the adoption of these guidelines (March 15, 2007) or from date of hire
or appointment as an officer, whichever is the later, to acquire and hold the
required level of Common Share ownership. Common Share ownership includes Common
Shares of the Corporation purchased and held within the Corporation's stock
savings plan and any other personal holdings of the individual. As of the date
of this Information Circular, each officer meets or exceeds the share ownership
requirement of the Corporation.

Officers are required to confirm annually their Common Share ownership
position and that such position is their beneficial and legal ownership position
and has not been hedged or otherwise sold.

The following table sets forth, as of March 18, 2009, the beneficial
ownership and market value of the common shares of the Corporation held by the
Named Executive Officers:

COMMON SHARES MARKET VALUE SHARE OWNERSHIP MEETS REQUIRED SHARE
NAME (#) ($) REQUIREMENTS OWNERSHIP LEVELS
- ------------------------------ ------------- ------------ ------------------- --------------------

Allan P. Markin............... 7,191,072 352,722,081 4 times base salary Yes
N. Murray Edwards............. 10,924,622 535,852,709 4 times base salary Yes
John G. Langille.............. 876,454 42,990,069 4 times base salary Yes
Steve W. Laut................. 758,447 37,201,825 4 times base salary Yes
Douglas A. Proll.............. 274,398 13,459,222 2 times base salary Yes
Lyle G. Stevens............... 236,836 11,616,806 2 times base salary Yes
Tim S. McKay.................. 486,247 23,850,415 2 times base salary Yes
Real J. H. Doucet............. 151,646 7,438,236 2 times base salary Yes

___________________

(1) The closing price of the Corporation's Common Shares on TSX on March 18,
2009 was $49.05.

PENSION PLAN BENEFITS

The Corporation does not have an employee pension plan.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation has not entered into any employment service contracts
with the Named Executive Officers. Depending on the conditions of termination,
salary and benefit programs are affected as follows:

Resignation -- All salary and benefit programs cease as at
effective date of resignation.
Annual cash and share bonuses are no longer paid.
Unvested options outstanding as at effective date
of resignation are cancelled.
Vested options outstanding as at effective date of
resignation must be exercised within
30 days from effective date of resignation.
Unvested portion of shares in the savings plan as
at effective date of resignation is forfeited.

Retirement -- All salary and benefit programs cease as at
effective date of retirement.
Annual cash and share bonuses are no longer paid.
Unvested options outstanding as at effective date
of retirement are cancelled.
Vested options outstanding as at effective date of
retirement must be exercised within
30 days from effective date of retirement.
Unvested portion of shares in the savings plan
vest if Normal Retirement Date is reached,
otherwise forfeited.

Death -- All salary and benefit programs cease as at date
of death except for payout of any applicable
insurance benefits.
Annual cash and share bonuses are not paid.
Unvested options outstanding at date of death are
cancelled.
Vested options outstanding as at date of
death must be exercised within three to
twelve months from date of death. Unvested
portion of shares in savings plan vest at
date of death.

Termination without cause -- All salary and benefit programs cease on effective
date of termination.
Annual cash and share bonuses are no longer paid.
Unvested options outstanding on Notice Date of
termination are cancelled.
Vested options outstanding on Notice Date of
termination must be exercised within 30 days
from Notice Date as defined in the SOP.
Unvested portion of shares in savings plan is
forfeited.
Severance provided on an individual basis
reflecting service, experience and salary level.

Termination for cause -- All salary and benefit programs cease on effective
date of termination.
Annual cash and share bonuses are no longer paid.
Unvested options outstanding as at Notice Date of
termination are cancelled.
Vested options outstanding as at Notice Date of
termination must be exercised within
30 days from effective date of Notice Date.
Unvested portion of shares in savings plan is
forfeited.

The Corporation has not entered into Change of Control Agreements with
any of its employees. Pursuant to the terms of the Amended and Restated Employee
Stock Option Plan and the Employee Stock Savings Plan, all unvested options and
all unvested shares upon change of control of the Corporation immediately vest
whether or not the employee is terminated upon change of control. The following
table outlines the estimated incremental payments the Named Executive Officers
would have received had a change of control, as defined in the respective plan,
occurred effective December 31, 2008.

ACCELERATED OPTION ACCLERATED SHARE BONUS
CASH BONUS(2) VESTING VESTING
NAME BASE SALARY $ SHARE BONUS $ $
- ----------------------- ----------- ---------- ----------- ------------------ ----------------------

Allan P. Markin........ -- 299,400 -- 2,567,600 516,555
N. Murray Edwards...... -- 299,400 -- 7,305,600 516,604
John G. Langille....... -- 100,040 -- 3,937,860 129,285
Steve W. Laut.......... -- 284,800 -- 7,320,200 333,304
Douglas A. Proll....... -- -- -- 3,259,450 177,206
Lyle G. Stevens........ -- -- -- 3,259,450 142,106
Tim S. McKay........... -- -- -- 2,331,713 142,106
Real J. H. Doucet...... -- -- -- 2,753,613 177,211

_________________

(1) The closing price of the Corporation's Common Shares on TSX on December
31, 2008 was $48.75

(2) As part of the compensation program of the Corporation, annual stock
option grants are awarded to employees and to directors who provide
ongoing management services to the Corporation. These awards are typically
granted simultaneously to all levels of employees including those
directors who provide management services, resulting in the exercise price
of the option being consistent for all. Pending a further review of their
compensation, Messrs. A. P. Markin, N. M. Edwards and J. G. Langille were
not included in the annual grant of February 12, 2004 bearing an option
strike price of $16.89 but were awarded options on February 27, 2004 at an
option strike price of $17.80. Similarly, pending review of their
compensation, Messrs. A. P. Markin, N. M. Edwards, J. G. Langille and S.
W. Laut, were not included in the annual grant of January 25, 2005 with a
strike price of $26.26 but were awarded options on March 11, 2005 at a
strike price of $33.38. Consequently, the Board of Directors in
consultation with the Compensation Committee determined that in both
instances the difference in the strike price of the options granted to
Messrs. A. P. Markin, N. M. Edwards, J. G. Langille and S. W. Laut and the
strike price of the option granted to all other employees was an
unintended result of the delay in reviewing their compensation and that
Messrs. A. P. Markin, N. M. Edwards, J. G. Langille and S. W. Laut should
not be disadvantaged by the delay in granting their options. Therefore the
Corporation determined that upon exercise of the options with a strike
price of $17.80 or $33.38 the Corporation would pay to the respective
option holder at time they exercise the options with a strike price of
either $17.80 or $33.38 a cash bonus equivalent to the difference between
the strike price of $17.80 and $16.89 or the difference between the strike
price of $33.38 and $26.26 depending on the options exercised. This cash
bonus is paid only if the option holder exercises those options granted at
a strike price of $17.80 or $33.38.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee comprised of all independent directors is
appointed by the Board of Directors to oversee the compensation programs for
executives and employees of the Corporation, compensation paid to executive
officers and to review the Corporation's senior management and the steps being
taken to assure the succession of qualified senior management at the
Corporation.

During 2008 the Committee held six meetings and held five executive
sessions without management present. The activities of the Committee in 2008
included:

o Reviewed and approved the Corporation's 2008 base salary component
of the Corporation's compensation program.

o Reviewed and approved the change in the base salary to employees
and executives.

o Reviewed and approved the grant of options to new hires that
joined the Corporation during the course of 2008.

o Reviewed and approved the Corporation's retention and incentive
program designed to attract and retain employees to reside in Fort
McMurray for the Corporation's Horizon oil sands project

o Reviewed and approved the 2008 bonus program and bonuses awarded
to employees and executives in December 2008. In considering the
bonus paid to employees and executives the Committee reviewed the
year over year performance of the Corporation based on the
Corporation's performance matrix, the mid and long term
compensation components of the Corporation's overall compensation
program, and, peer company compensation levels.

The Committee has reviewed and discussed with management the disclosure in this
Information Circular relating to compensation matters.

There have been no changes to the membership of the Committee in 2008
and there were no Compensation Committee interlocks during 2008.

Submitted by the Compensation Committee
James S. Palmer
Catherine M. Best
Norman F. McIntyre
Frank J. McKenna
Eldon R. Smith

DIRECTORS' COMPENSATION

The Corporation pays compensation comprised of cash and common shares
of the Corporation ("Common Shares") to its non-management directors in their
capacity as directors. The compensation for 2008 was a cash annual retainer of
$20,000 plus 2,000 Common Shares purchased on TSX and $1,500 for each regular
and special Board of Director's meeting attended in person or by telephone and
each meeting of a committee of the Board attended in person or by telephone.
Each Chair of a committee of the Board receives an annual retainer of $7,500.
Non-Chair members of a committee receive an annual retainer fee of $4,500.
Directors whose principal residence are out of province and attend Board or
committee meetings in person receive a time and travel fee of $4,000 per round
trip. No fees are paid for the time required preparing for board or committee
meetings. The Nominating and Corporate Governance Committee reviews the fees
paid to the directors to ensure the Corporation's fees are reasonable and
competitive. The cash portion of the director fees have remained at their
current level since January 1, 2003. At a Board of Directors meeting held on
November 3, 2008 after receiving a recommendation from management, the Directors
approved an increase in the annual retainer paid to directors to $40,000
effective January 1, 2009 and approved an increase in the annual retainer paid
to the Chair of the Audit Committee to $15,000 to make the retainer fees
comparable with annual retainer fees paid by companies of similar size and
complexity. In 2004 and 2005 the Corporation split its shares on a 2 for 1 basis
in each of those years and the equity portion of the annual fees was adjusted
accordingly. There are no vesting or hold restrictions on the shares purchased
as part of director's fees except to the extent required to be in compliance
with the share ownership threshold for directors under the share ownership
guidelines of the Corporation. In 2008 the Board commissioned Messrs. G. D.
Giffin and D. A. Tuer to review certain board and committee processes and report
to the Board in due course. The Board approved a fee of $50,000 for each of

Messrs. G. D. Giffin and D. A. Tuer for the work and time that may be required,
with such fee subject to periodic review by the Board. Each of them received
$25,000 in 2008, which is included in the fees paid to them in the table below.

The Compensation Committee, as one of its primary responsibilities,
reviews and approves compensation to directors who provide ongoing day-to-day
management services to the Corporation. No annual retainer or meeting fees are
paid to such directors. The compensation paid to Messrs. A. P. Markin, N. M.
Edwards, J. G. Langille and S. W. Laut is reported in the Summary Compensation
Table for Named Executive Officers.

Fees paid to non-management directors for 2008 are reported in the
table below.

SHARE OPTION COMMON
FEES BASED BASED SHARE ALL OTHER
EARNED AWARDS AWARDS RETAINER PENSION COMPENSATION TOTAL
NAME ($) ($) ($) ($)(1) VALUE ($)(2) ($)
- ------------------------------- ------ ------ ------ -------- ------- ------------ -------

C. M. Best..................... 59,000 -- -- 145,760 -- -- 204,760
N. M. Edwards.................. -- -- -- -- -- -- --
G. A. Filmon................... 50,000 -- -- 145,760 -- 12,000 207,760
G. D. Giffin................... 78,000 -- -- 145,760 -- 12,000 235,760
J. G. Langille................. -- -- -- -- -- -- --
S. W. Laut..................... -- -- -- -- -- -- --
K. A.J. MacPhail............... 48,500 -- -- 145,760 -- -- 194,260
A. P. Markin................... -- -- -- -- -- -- --
N. F. McIntyre................. 62,000 -- -- 145,760 -- -- 207,760
F. J. McKenna.................. 50,000 -- -- 145,760 -- 8,000 203,760
J. S. Palmer................... 65,000 -- -- 145,760 -- -- 210,760
E. R. Smith.................... 57,500 -- -- 145,760 -- -- 203,260
D. A. Tuer..................... 85,500 -- -- 145,760 -- -- 231,260

_________________

(1) The amount shown represents the cost of 2,000 common shares purchased on
TSX as the equity portion of the 2008 fees paid to directors.

(2) The amount shown was paid to the director whose principal place of
residence is out of province and attended meetings in person in 2008.

EQUITY COMPENSATON PLAN INFORMATION

NUMBER OF SECURITIES REMAINING
SECURITIES AVAILABLE
TO BE ISSUED FOR FUTURE ISSUANCE TOTAL NUMBER OF
UPON EXERCISE OF UNDER EQUITY SECURITIES ISSUABLE UPON
OUTSTANDING OPTIONS WEIGHTED-AVERAGE COMPENSATION PLANS EXERCISE
AT DECEMBER 31, 2008 EXERCISE PRICE OF AT DECEMBER 31, 2008 OF OPTIONS
PLAN CATEGORY (#) OUTSTANDING OPTIONS (#) AT DECEMBER 31, 2008
- --------------------- -------------------- ------------------- -------------------- ------------------------

Equity compensation
plans approved by
security holders. 30,961,922 $51.94 5,618,232 36,580,154
Equity compensation
plans not approved
by security holders -- -- -- --
Total............... 30,961,922 $51.94 5,618,232 36,580,154
Percent of
Outstanding Shares 5.7% 1.1% 6.8%

The Corporation has a long-standing policy of awarding stock options to
its service providers under the Amended Compiled and Restated Stock Option Plan
(the "SOP"). The options are considered a part of the employee's compensation
package to provide parity with compensation levels within the industry.
Directors are not eligible to receive options under the SOP unless they provide
ongoing day-to-day management services to the Corporation. The Board believes
this established policy of awarding stock options meets the Corporation's
business objectives provided the total number of options outstanding at any time
is limited to a maximum of 10% of the Corporation's outstanding common shares.

The Corporation believes it is in its best interests to continue to award stock
options to new employees as part of their compensation package to remain
competitive with the Corporation's peer group. The aggregate number of Common
Shares that may be available for issuance from time to time under the Plan as
approved by shareholders shall not exceed 25,850,000 Common Shares prior to
adjustment for the May 2004 two-for-one stock split and the May 2005 two-for-one
stock split.

The options issued pursuant to the SOP are non-assignable, have an
expiry term not to exceed six years and are exercisable at 20% per year
commencing one or two years after the date of grant. The exercise price of the
options is determined as the closing market price on TSX the day prior to the
granting of the options. The Corporation does not provide any form of financial
assistance to facilitate the purchase of securities pursuant to the SOP. Options
are exercisable only during the term of employment with the Corporation and the
option holder is not subject to a collective agreement as defined in the SOP
text. No one person can hold options pursuant to the SOP of more than 5% of the
outstanding Common Shares nor is it possible for directors and officers, as a
group, to hold options amounting to 10% or more of the outstanding Common Shares
and the aggregate number of Common Shares issuable to Insiders under all share
based compensation plans of the Corporation including Options at any time and in
any one year period cannot exceed 10% of the outstanding Common Shares of the
Corporation.

If an Optionee ceases to be a Service Provider to the Corporation for
any reason, all unvested options granted to such Optionee shall immediately
terminate and be of no further force and effect and all vested options granted
to such Optionee and not exercised within 30 days of the Optionee ceasing to be
a Service Provider for any reason other than death shall terminate. If an
Optionee shall die while being a Service Provider to the Corporation, any Option
which has vested at the date of death shall be exercisable for six months after
the date of death and if not exercised, shall terminate at the end of six months
from date of death.

Shareholders at their meeting held May 3, 2007 authorized management to
make certain amendments to the SOP without requiring further shareholder
approval. Pursuant to terms of the SOP, the Board may amend, modify or terminate
the SOP if and when it is advisable at the discretion of the Board without
disinterested shareholder approval except for those amendments specifically
requiring disinterested shareholder approval as mandated by TSX. No amendment as
it may relate to U.K. Approved Options under the terms of the SOP shall take
effect unless and until the approval of the Board of Inland Revenue has been
obtained for such amendment. Since the last shareholders meeting held on May 8,
2008 the Board of Directors approved amendments to the SOP which were
administrative in nature and did not result in an increase in the number of
Common Shares that may be issued pursuant to the SOP. The following is a
description of the amendments made to the SOP and approved by the Board of
Directors since the shareholders meeting of May 8, 2008:

o The Corporation has a policy where from time to time the
Corporation imposes trading bans on trading in the Corporation's
securities including the exercise of stock options on its
employees, officers and directors. This ban is commonly called a
"blackout period". Reference to "blackout" is made in the SOP and
therefore a definition of "Blackout" was added for clarity.

o The Board of Directors has the authority to postpone vesting of
the options and this authority is exercised from time to time. The
amendment clarified under what circumstances the Board would
postpone vesting and that if such postponement went beyond the
Option Period, the option would be forfeited.

o The Corporation had changed the administrative procedure through
which optionees could exercise options. This change was reflected
as an amendment in the SOP.

o The SOP outlines the disposition of unvested options in the event
an optionee ceases to be a service provider as defined in the SOP.
Amendments were made to remove any ambiguity that might have
existed as to the disposition of those unvested options.

As at March 18, 2009, the number of Common Shares issuable pursuant to the SOP
approved by the shareholders is:

PERCENT OF
NUMBER OF OUTSTANDING
SECURITIES COMMON SHARES
To be issued upon exercise of outstanding options.... 28,827,539 5.3%
Available for future issuance........................ 6,843,607 1.3%
Total number of securities issuable.................. 35,671,146 6.6%

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

The Corporation does not as a general practice extend loans to its
directors, executive officers or any of their associates or affiliates. No
directors and executive officers or any of their associates or affiliates is
indebted to the Corporation or its subsidiaries.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Effective February 17, 2009 the Corporation entered into a contract of
liability insurance in the amount of US $100,000,000 per policy year for the
benefit of the directors and officers of the Corporation against liability
incurred by them in their capacity as a director or officer of the Corporation
or of a subsidiary in the event the Corporation cannot or is unable to indemnify
them. A one year policy for a premium of US $560,975 was purchased. The premium
for the prior year was US $667,000. There is no deductible for this coverage.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The management of the Corporation is not aware of any material
interest, direct or indirect, of any director, any proposed nominee for director
or officer of the Corporation or its subsidiaries, any person beneficially
owning, or controlling or directing directly or indirectly, more than 10% of the
Corporation's voting securities, or any associate or affiliate of any such
person in any transaction since the commencement of the last completed financial
year of the Corporation or in any proposed transaction which in either case has
materially affected or will materially affect the Corporation or its
subsidiaries.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation's annual and
quarterly financial statements and annual and quarterly management's discussion
and analysis ("MD&A"). The Corporation is a reporting issuer under the
securities acts of all provinces of Canada and a reporting "foreign private
issuer" under the Securities Act of 1933 in the United States ("US") and
complies with the requirement to file annual and quarterly financial statements,
annual and quarterly management's discussion and analysis, as well as its
management information circular and annual information form ("AIF") with the
various securities commissions in such provinces and with the SEC in the US. The
Corporation's most recent AIF, audited financial statements, MD&A, quarterly
financial statements and quarterly MD&A subsequent to the audited financial
statements and management information circular may be viewed on the
Corporation's website at WWW.CNRL.COM and on SEDAR at WWW.SEDAR.COM under the
name Canadian Natural Resources Limited. The Corporation's filings with the SEC
including its annual financial statements, annual MD&A and AIF on Form 40-F can
also be accessed on EDGAR at WWW.SEC.GOV.

Paper copies of the Corporation's financial statements and MD&A, AIF,
Form 40-F, management information circular, corporate governance guidelines,
committee charters or ethics policy can also be obtained from the Corporation
free of charge by contacting:

Corporate Secretary of the Corporation at:
2500, 855 - 2nd Street S. W.
Calgary, Alberta T2P 4J8

II. INFORMATION ON ITEMS TO BE ACTED UPON

SOLICITATION OF PROXIES

This Information Circular (the "Circular") is furnished in connection
with THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF CANADIAN NATURAL RESOURCES
LIMITED (the "Corporation") for use at the Annual General Meeting of the
Shareholders of the Corporation to be held at the Metropolitan Centre, 333 - 4th
Avenue S. W. in the City of Calgary, in the Province of Alberta, Canada, on
Thursday May 7, 2009 at 3:00 o'clock in the afternoon (MDT) (the "Meeting") and
at any adjournments thereof, for the purposes set forth in the accompanying
Notice of Meeting. The solicitation of proxies will be primarily by mail, but
may also be by telephone, telegraph or oral communications by the directors,
officers and regular employees of the Corporation, at no additional
compensation. The costs of preparation and mailing of the Notice of Meeting,
Instrument of Proxy and this Information Circular as well as any such
solicitation referred to above will be paid by the Corporation. Except as
otherwise stated, the information contained herein is given as of March 18,
2009.

APPOINTMENT OF PROXY AND DISCRETIONARY AUTHORITY

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON OR COMPANY (WHO NEED
NOT BE A SHAREHOLDER OF THE CORPORATION) OTHER THAN ALLAN P. MARKIN AND JOHN G.
LANGILLE, THE MANAGEMENT DESIGNEES, TO ATTEND AND ACT FOR HIM AT THE MEETING.
SUCH RIGHT MAY BE EXERCISED BY INSERTING IN THE BLANK SPACE PROVIDED THE NAME OF
THE PERSON OR COMPANY TO BE DESIGNATED AND DELETING THEREFROM THE NAMES OF THE
MANAGEMENT DESIGNEES OR BY COMPLETING ANOTHER PROPER INSTRUMENT OF PROXY and, in
either case, depositing the resulting instrument of proxy at Computershare Trust
Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, Canada
M5J 2Y1 at least 24 hours before the Meeting for which it is to be used. The
instrument appointing a proxy shall be in writing and shall be executed by the
shareholder or his attorney authorized in writing or, if the shareholder is a
corporation, under its corporate seal or by an officer or attorney thereof duly
authorized.

ALL SHARES REPRESENTED AT THE MEETING BY PROPERLY EXECUTED PROXIES WILL
BE VOTED OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE
SHAREHOLDERS ON ANY BALLOT THAT MAY BE CALLED FOR AND WHERE A CHOICE WITH
RESPECT TO ANY MATTER TO BE ACTED UPON HAS BEEN SPECIFIED IN THE INSTRUMENT OF
PROXY, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH SUCH
SPECIFICATION. IN THE ABSENCE OF ANY SUCH SPECIFICATIONS, THE MANAGEMENT
DESIGNEES, IF NAMED AS PROXY, WILL VOTE IN FAVOUR OF ALL THE MATTERS SET OUT
THEREIN. IF A SHAREHOLDER APPOINTS A PERSON DESIGNATED IN THE FORM OF PROXY OR
NOMINEE AND WHERE A CHOICE WITH RESPECT TO ANY MATTERS TO BE ACTED UPON HAS NOT
BEEN SPECIFIED, THE PROXY WILL BE VOTED IN FAVOUR OF ALL THE MATTERS SET OUT
THEREIN.

THE ENCLOSED FORM OF PROXY, WHEN PROPERLY SIGNED, ALSO CONFERS
DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN WITH RESPECT TO
AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH
RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, OR AT ANY
ADJOURNMENT THEREOF. THE MANAGEMENT OF THE CORPORATION DOES NOT KNOW OF ANY
MATTERS WHICH MAY BE PRESENTED AT THE MEETING, OTHER THAN THE MATTERS SET FORTH
IN THE NOTICE BUT IF THE OTHER MATTERS OR AMENDMENTS OR VARIATIONS DO PROPERLY
COME BEFORE THE MEETING, IT IS THE INTENTION OF THE PERSONS NAMED IN THE
ENCLOSED FORM OF PROXY TO VOTE SUCH PROXY ACCORDING TO THEIR BEST JUDGEMENT.

REVOCATION OF PROXIES

A SHAREHOLDER OR INTERMEDIARY WHO HAS GIVEN A PROXY, OR HIS ATTORNEY
AUTHORIZED IN WRITING, MAY REVOKE IT AS TO ANY MATTER UPON WHICH A VOTE HAS NOT
ALREADY BEEN CAST PURSUANT TO THE AUTHORITY CONFERRED BY THE PROXY, by
instrument in writing executed by the shareholder or his attorney authorized in
writing, or, if the shareholder is a corporation, under its corporate seal or by
an officer or attorney thereof duly authorized in writing, and deposited either
at the registered office of the Corporation or the office of Computershare Trust
Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, Canada
M5J 2Y1 at any time up to and including the last business day preceding the day
of the Meeting or any adjournment thereof at which the proxy is to be used, or
deposited with the Chair of such Meeting on the day of the Meeting or
adjournment thereof, or by executing a proxy bearing a later date and depositing

the new proxy at the office of Computershare Trust Company of Canada, 9th Floor,
100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 at any time up to and
including the last business day preceding the day of the Meeting or any
adjournment thereof at which the proxy is to be used, or with the Chair of such
Meeting on the day of the Meeting or any adjournment thereof. In addition, a
proxy may be revoked by the shareholder personally attending at the Meeting and
voting his shares.

BENEFICIAL HOLDER OF SHARES

THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE
TO MANY SHAREHOLDERS OF THE CORPORATION, AS A SUBSTANTIAL NUMBER OF THE
SHAREHOLDERS DO NOT HOLD COMMON SHARES IN THEIR OWN NAME. SHAREHOLDERS WHO DO
NOT HOLD THEIR COMMON SHARES IN THEIR OWN NAME (REFERRED TO IN THIS INFORMATION
CIRCULAR AS "BENEFICIAL SHAREHOLDERS") SHOULD NOTE THAT ONLY PROXIES DEPOSITED
BY SHAREHOLDERS WHOSE NAMES APPEAR ON THE RECORDS OF THE CORPORATION AS THE
REGISTERED HOLDERS OF COMMON SHARES CAN BE RECOGNIZED AND ACTED UPON AT THE
MEETING. IF COMMON SHARES ARE LISTED IN AN ACCOUNT STATEMENT PROVIDED TO A
SHAREHOLDER BY A BROKER, THEN IN ALMOST ALL CASES THOSE COMMON SHARES WILL MORE
LIKELY BE REGISTERED UNDER THE NAME OF THE BROKER OR AN AGENT OF A BROKER. IN
CANADA, THE VAST MAJORITY OF SUCH SHARES ARE REGISTERED UNDER THE NAME OF CDS &
CO., (THE REGISTRATION NAME FOR THE CANADIAN DEPOSITARY FOR SECURITIES, WHICH
ACTS AS NOMINEE FOR MANY CANADIAN BROKERAGE FIRMS). COMMON SHARES HELD BY
BROKERS OR THEIR NOMINEES CAN ONLY BE VOTED UPON THE INSTRUCTIONS OF THE
BENEFICIAL SHAREHOLDERS. WITHOUT SPECIFIC INSTRUCTIONS, BROKERS/NOMINEES ARE
PROHIBITED FROM VOTING COMMON SHARES FOR THEIR CLIENTS. THE CORPORATION DOES NOT
KNOW FOR WHOSE BENEFIT THE COMMON SHARES REGISTERED IN THE NAME OF CDS & CO. ARE
HELD. THEREFORE, BENEFICIAL SHAREHOLDERS CANNOT BE RECOGNIZED AT THE MEETING FOR
PURPOSES OF VOTING THE COMMON SHARES IN PERSON OR BY WAY OF PROXY, EXCEPT AS SET
OUT BELOW.

APPLICABLE REGULATORY POLICY REQUIRES INTERMEDIARIES/BROKERS TO SEEK
VOTING INSTRUCTIONS FROM BENEFICIAL SHAREHOLDERS IN ADVANCE OF MEETINGS. EVERY
INTERMEDIARY/BROKER HAS ITS OWN MAILING PROCEDURES AND PROVIDES ITS OWN RETURN
INSTRUCTIONS, WHICH SHOULD BE CAREFULLY FOLLOWED BY BENEFICIAL SHAREHOLDERS IN
ORDER TO ENSURE THAT THE COMMON SHARES ARE VOTED AT THE MEETING. OFTEN, THE FORM
OF PROXY SUPPLIED TO A BENEFICIAL SHAREHOLDER BY ITS BROKER IS IDENTICAL TO THAT
PROVIDED TO REGISTERED SHAREHOLDERS. HOWEVER, ITS PURPOSE IS LIMITED TO
INSTRUCTING THE REGISTERED SHAREHOLDER HOW TO VOTE ON BEHALF OF THE BENEFICIAL
SHAREHOLDER. THE MAJORITY OF BROKERS NOW DELEGATE RESPONSIBILITY FOR OBTAINING
INSTRUCTIONS FROM CLIENTS TO BROADRIDGE. BROADRIDGE TYPICALLY MAILS A SCANNABLE
VOTING INSTRUCTION FORM IN LIEU OF THE FORM OF PROXY. THE BENEFICIAL SHAREHOLDER
IS ASKED TO COMPLETE AND RETURN THE VOTING INSTRUCTION FORM TO THEM BY MAIL OR
FACSIMILE. ALTERNATIVELY, THE BENEFICIAL SHAREHOLDER CAN CALL A TOLL-FREE NUMBER
TO VOTE THE SHARES HELD BY THE BENEFICIAL SHAREHOLDER. BROADRIDGE THEN TABULATES
THE RESULTS OF ALL INSTRUCTIONS RECEIVED AND PROVIDES APPROPRIATE INSTRUCTIONS
RESPECTING THE VOTING OF COMMON SHARES TO BE REPRESENTED AT THE MEETING. A
BENEFICIAL SHAREHOLDER RECEIVING A VOTING INSTRUCTION FORM CANNOT USE THAT
VOTING INSTRUCTION FORM TO VOTE COMMON SHARES DIRECTLY AT THE MEETING AS THE
VOTING INSTRUCTION FORM MUST BE RETURNED AS DIRECTED BY BROADRIDGE WELL IN
ADVANCE OF THE MEETING IN ORDER TO HAVE THE COMMON SHARES VOTED.

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE IN PERSON AT THE
MEETING, PLEASE CONTACT YOUR BROKER OR AGENT WELL IN ADVANCE OF THE MEETING TO
DETERMINE HOW YOU CAN DO SO.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

March 18, 2009 is the record date for determination of Common Shares of
the Corporation entitled to notice of and to vote at the Meeting, provided that
to the extent a shareholder transfers the ownership of any of his shares after
the record date and the transferee of those shares establishes that he owns such
shares and requests not later than 5 days before the Meeting that his name be
included on the shareholders' list, such transferee is entitled to vote such
shares at the Meeting.

As at March 18, 2009 the Corporation has 541,900,326 voting securities
outstanding as fully paid and non-assessable Common Shares without par value,
each share carrying the right to one vote.

To the knowledge of the directors and officers of the Corporation no
person or company beneficially owns, or controls or directs, directly or
indirectly, voting securities carrying 10% or more of the voting rights attached
to all voting securities of the Corporation.

ELECTION OF DIRECTORS

The affairs of the Corporation are managed by a Board of Directors who
are elected annually at each Annual General Meeting of Shareholders and hold
office until the next Annual General Meeting, or until their successors are duly
elected or appointed or until a director vacates the office or is replaced in
accordance with the Articles and By-laws of the Corporation. The Corporation has
an Audit Committee, which is comprised of Ms. C. M. Best as Chair, Messrs. G. D.
Giffin, G. A. Filmon and D. A. Tuer. The Corporation does not have an Executive
Committee.

The following table sets forth the name of each of the persons proposed
to be nominated for election as a director (the "Nominee"); the Nominee's
principal occupation at present and within the preceding five (5) years; all
positions and offices in the Corporation held by the Nominee; other
directorships held by the Nominee; the date the Nominee was first elected, or
appointed a director; and the number and market value of the Common Shares of
the Corporation that the Nominee has advised are beneficially owned or
controlled or directed, directly or indirectly, by the Nominee as of March 18,
2009 and in the case of director nominees who are members of management, the
number of stock options that have been granted to them and have not been
exercised. In accordance with the Corporation's majority voting policy, any
Nominee in an uncontested election who receives a greater number of shares
withheld than shares voted in favour of their appointment must tender their
resignation to the Board for Board consideration and to take effect upon
acceptance of the resignation by the Board.

- ---------------------------------------------------------------------------------------------------

Catherine M. Best, FCA Ms. C.M. Best has been Interim Chief Financial Officer of Health
(age 55) Services since 2008 when the Alberta government consolidated all
Calgary, Alberta of the health regions of the province under one board. Prior to
Canada that Ms. C.M. Best was Executive Vice-President, Risk Management
Director since November 2003 and Chief Financial Officer of Calgary Health Region from 2000.
Independent The Calgary Health Region was one of the largest fully
integrated, publicly-funded health care systems in Canada and
serves a region of over 1.2 million people with integrated
health care services including hospital care, community health,
mental health, public health, and long-term health. Prior to
2000 she was with Ernst & Young, a firm of chartered accountants
where she served as a staff member and manager from 1980 to
1991, and was Corporate Audit Partner from 1991 to 2000.

She holds a Bachelor of Interior Design degree from the
University of Manitoba. Ms. C.M. Best is a Chartered Accountant
and was awarded her FCA designation in 2005.

Ms. C.M. Best currently serves on the board of directors of
Enbridge Income Fund and Superior Plus Income Fund and is a
volunteer member of the Audit Committee of the Calgary
Exhibition and Stampede.
----------------------------------------------------------------
Committee Memberships Securities held/market value of
Common Shares
----------------------------------------------------------------
Audit (Chair) Common Shares --
Compensation 8,744/$428,893
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

N. Murray Edwards Mr. N.M. Edwards is owner and President, Edco Financial Holdings
(age 49) Ltd. a private management and consulting company. He has been a
Calgary/Banff, Alberta major contributor to the success and growth of the Corporation
Canada since becoming a Director and significant shareholder in 1988.
Vice-Chairman of the Board Prior thereto he was a partner of the law firm Burnet, Duckworth
Director since September 1988 and Palmer in Calgary. He holds a Bachelor of Commerce degree
Non-independent (Great Distinction) from the University of Saskatchewan and a
(Management) Bachelor of Laws degree (Honours) from the University of
Toronto.

Mr. N.M. Edwards is a member of the Canadian Council of Chief
Executives and is on the Board of Directors of the Banff Centre,
the Canada West Foundation and the C. D. Howe Institute and is
Chairman of and serving on the board of directors of both Ensign
Energy Services Inc. and Magellan Aerospace Corporation, both
publicly traded companies.
----------------------------------------------------------------
Committee Memberships Securities held/market value of
Common Shares
----------------------------------------------------------------
Reserves Common Shares --
10,924,622/$535,852,709
Stock Options -- 1,125,000
- ---------------------------------------------------------------------------------------------------
Honourable Gary A. Filmon The Honourable G.A. Filmon is a consultant with The Exchange
P.C., O.M. (age 66) Group since 2000, the largest business consulting firm in
Winnipeg, Manitoba Manitoba and based in Winnipeg, offering business solutions and
Canada services such as accounting, taxation, management consulting and
Director since February 2006 risk management. Prior thereto he was a consulting engineer for
Independent five years and President of Success/Angus Commercial College for
eleven years. He served in public office for over 20 years
becoming Premier of Manitoba in 1988 until 1999; retiring from
public office in 2000. He has received numerous community
achievement awards. Mr. G.A. Filmon holds both a Masters and
Bachelor of Science degree in Civil Engineering from the
University of Manitoba.

Mr. G.A. Filmon currently serves on the board of directors of
MTS Allstream Inc., Arctic Glacier Income Trust, Exchange
Industrial Income Fund, Wellington West Capital Inc. and, FWS
Construction Inc. and serves as Chair of Canada's Security and
Intelligence Review Committee.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Audit Common Shares --
Nominating and Corporate Governance 7,000/$343,350
- ---------------------------------------------------------------------------------------------------
Ambassador Gordon D. Giffin Ambassador G.D. Giffin has been a Senior Partner with McKenna
(age 59) Long & Aldridge LLP a law firm based in Atlanta, Georgia with
Atlanta, Georgia offices in Washington, D.C. since 2001. Prior thereto he was the
U.S.A. United States Ambassador to Canada from 1997 to 2001 after a
Director since May 2002 career spanning 20 years engaged in the private practice of
Independent business and regulatory law. He holds a Bachelor of Arts degree
from Duke University and a J.D. from Emory University School of
Law.

Ambassador G.D. Giffin is currently serving on the board of
directors of Canadian National Railway Company; Canadian
Imperial Bank of Commerce; Ontario Energy Savings Corp. and
Transalta Corporation.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Audit Common Shares --
Nominating and Corporate Governance 17,428/$854,843
(Chair)
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

John G. Langille Mr. J.G. Langille has been Vice-Chairman of the Corporation
(age 63) since 2005. He joined the Corporation in 1976 as Treasurer and
Calgary, Alberta became Vice-President of Finance of the Corporation in 1978
Canada until 1985 when he was appointed President of the Corporation, a
Vice-Chairman of the Board position he held until 2005. As a long term employee of the
Director since June 1982 Corporation he also has been a major contributor to the success
Non-independent and growth of the Corporation. Mr. J.G. Langille is a Chartered
(Management) Accountant and holds a Bachelor of Commerce degree from the
University of Calgary.

Mr. J.G. Langille is a director of the Calgary Olympic
Development Association but does not hold any other public
company board memberships.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
None held Common Shares --
876,454/$42,990,069
Stock Options -- 261,000
- ---------------------------------------------------------------------------------------------------
Steve W. Laut Mr. S.W. Laut has been President and Chief Operating Officer of
(age 51) the Corporation since 2005. Prior thereto, he joined the
Calgary, Alberta Corporation as Senior Exploitation Engineer in 1991 and was
Canada appointed Vice-President, Operations in 1996. He was appointed
President and Chief Operating Executive Vice-President, Operations in 2001 and most recently
Officer as Chief Operating Officer in 2003. He has been instrumental in
Director since August 2006 contributing to the Corporation's growth and success during his
Non-independent (Management) tenure. Mr. S.W. Laut holds a Bachelor of Science degree in
Mechanical Engineering from the University of Calgary and is a
member of the Association of Professional Engineers, Geologists
and Geophysicists of Alberta ("APEGGA").

Mr. S.W. Laut does not hold any other public company board
memberships.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
None held Common Shares --
758,447/$37,201,825
Stock Options -- 925,000
- ---------------------------------------------------------------------------------------------------
Keith A.J. MacPhail Mr. K.A.J. MacPhail has been Chairman and Chief Executive
(age 52) Officer of Bonavista Energy Trust since 1997 and Chairman of
Calgary, Alberta NuVista Energy Ltd. a crude oil and natural gas exploration,
Canada development and production company in Canada since 2003. Prior
Director since October 1993 thereto he was Executive Vice-President and Chief Operating
Non-independent Officer of the Corporation until 1997 when he left to create
(Brother-in-law to Chairman of Bonavista Petroleum Limited, a publicly traded oil and natural
the Board) gas exploration company that later was converted into an income
trust under the name Bonavista Energy Trust. He holds a Bachelor
of Science degree in Petroleum Engineering from the Montana
College of Mineral Science and a Diploma in Petroleum
Engineering Technology from the Southern Alberta Institute of
Technology and is a member of the Association of Professional
Engineers, Geologists and Geophysicists of Alberta ("APEGGA").

Mr. K.A.J. MacPhail is currently serving on the board of
directors of Bonavista Energy Trust and NuVista Energy Ltd.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Health, Safety and Environmental Common Shares --
Reserves 187,794/$9,211,296
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

Allan P. Markin O.C. Mr. A.P. Markin has been Chairman of the Board of the
(age 63) Corporation since 1989. In that time he has made a substantial
Calgary, Alberta contribution to the growth and success of the Corporation as a
Canada Director and significant shareholder. Mr. Markin has nearly
Chairman of the Board forty years of experience in the oil and gas industry acquired
Director since January 1989 with such companies as Amoco Petroleum, Merland Exploration Ltd.
Non-independent and Poco Petroleum Limited, where he served as President and
(Management) Chief Executive Officer. During his distinguished career, Mr.
A.P. Markin has been the recipient of honorary degrees of Doctor
of Law from the University of Alberta, the University of
Calgary, and the University of Lethbridge and received the Order
of Canada in 2008. He is one of the founders, as well as the
first Honorary Fellow, of St. Mary's University College, Calgary
as well as the recipient of the Calgary Citizen of the Year
Award and the Alberta Centennial Award. Mr. A.P. Markin holds a
Bachelor of Science degree in Chemical Engineering from the
University of Alberta.

Mr. A.P. Markin does not hold any other public company board
memberships.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Health, Safety and Environmental Common Shares --
7,191,072/$352,722,081
Stock Options -- 792,000
- ---------------------------------------------------------------------------------------------------
Honourable Frank J. McKenna, Mr. F.J. McKenna is the Deputy Chair of TD Bank Financial Group.
P.C., O.C., O.N.B., Q.C. Prior to this, he served as Canadian Ambassador to the United
(age 61) States from 2005 to 2006, Counsel to Atlantic Canada law firm
Cap Pele, New Brunswick McInnes Cooper from 1998 to 2005, and Premier of New Brunswick
Canada from 1987 to 1997. He holds a Bachelor of Arts degree from St.
Director since August 2006 Francis Xavier University and a Bachelor of Laws degree from the
Independent University of New Brunswick. He received the Order of Canada in
2008.

Mr. F.J. McKenna is currently serving on the board of directors
of Brookfield Asset Management Inc.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Compensation Common Shares --
Nominating and Corporate Governance 8,000/$392,400
- ---------------------------------------------------------------------------------------------------
James S. Palmer, C.M., Mr. J.S. Palmer is Chairman and a Partner of Burnet, Duckworth &
A.O.E., Q.C. Palmer LLP a Canadian law firm with offices in Calgary, Alberta,
(age 80) Canada. Mr. J.S. Palmer has led a very distinguished legal
Calgary, Alberta career and is still active in the practice of law. He has been
Canada the recipient of several Doctor of Laws honorariums and numerous
Director since May 1997 awards for service in the community receiving the Alberta Order
Independent of Excellence in 2003 and became a Member of the Order of Canada
in 1998. He holds a Bachelor of Arts degree from McGill
University and a Bachelor of Laws degree from Dalhousie
University.

Mr. J.S. Palmer is currently serving on the board of directors
of Magellan Aerospace Corporation and is a Director Emeritus of
Frontier Oil Corporation. He has held a number of other
directorships in the past and is a former Chairman of Telus
Corporation.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Compensation (Chair) Common Shares --
Health, Safety and Environmental 168,808/$8,280,032
Reserves
- ---------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------

Eldon R. Smith, O.C., M.D. Dr. E.R. Smith has been President of Eldon R. Smith & Associates
(age 69) Ltd. since 2001, a healthcare consulting company providing
Calgary, Alberta consulting services to the health industry, governments,
Canada regional health authorities, hospitals and faculties of medicine
Director since May 1997 in Canada and internationally. Prior thereto he was Professor of
Independent Medicine and Former Dean, Faculty of Medicine, University of
Calgary from 1980 until his retirement in 2004. He is a Fellow
in several health professional organizations including the Royal
College of Physicians and Surgeons of Canada; the American Heart
Associations; the Canadian Academy of Health Sciences, the
International Academy of Cardiovascular Sciences and is a Life
Member of the Canadian and Alberta Medical Associations. Dr.
E.R. Smith is also an Officer of the Order of Canada and holds a
Doctor of Medicine degree from Dalhousie University.

Dr. E.R. Smith is currently serving on the board of directors of
Vasogen Inc.; Aston Hill Financial; and Ventripoint Diagnostics
Inc.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Compensation Common Shares --
Health Safety and Environmental 38,952/$1,910,596
(Chair)
- ---------------------------------------------------------------------------------------------------
David A. Tuer Mr. D.A. Tuer is Vice-Chairman and Chief Executive Officer of
(age 59) Marble Point Energy Ltd. a private oil and gas exploration
Calgary, Alberta company. He was Chairman of the Calgary Health Region, a
Canada position he held from 2001 to 2008 when the Alberta government
Director since May 2002 consolidated all of the provincial health regions under one
Independent authority, Alberta Health Services. He was Executive
Vice-Chairman, BA Energy Inc. from 2005 until 2008 when it was
acquired by its parent company Value Creations Inc. through a
Plan of Arrangement and which until recently was engaged in the
development, building and operations of a merchant heavy oil
upgrader in Northern Alberta for the purpose of upgrading
bitumen and heavy oil feedstock into high-quality crude oils.
Prior thereto he was President and Chief Executive Officer of
PanCanadian Petroleum Inc. from 1994 to 2001 and President,
Chief Executive Officer and a director of Hawker Resources Inc.
from 2003 to 2005. Mr. D.A. Tuer holds a Bachelor of Science
degree in Mechanical Engineering from the University of Calgary.

Mr. D.A. Tuer currently serves on the board of directors of
Daylight Resources Trust; Xtreme Coil Drilling Corp.; Canadian
Phoenix Resources and, Altalink Management LLP., a private
limited partnership.
----------------------------------------------------------------
Committee Memberships Securities held/market value
of Common Shares
----------------------------------------------------------------
Audit Common Shares --
Nominating and Corporate Governance 22,754/$1,116,084
Reserves (Chair)
- ---------------------------------------------------------------------------------------------------

Mr. N.M. Edwards previously was a director of Imperial Metals Limited,
a corporation engaged in both oil and gas and mining operations, in the year
prior to that corporation implementing a plan of arrangement under the COMPANY
ACT (British Columbia) and under the COMPANIES' CREDITORS ARRANGEMENT ACT
(Canada) which resulted in the separation of its two businesses. The
reorganization resulted in the creation of two public corporations, Imperial
Metals Corporation and IEI Energy Inc. (which became Rider Resources Ltd. and
which in 2008 merged with NuVista Energy Ltd.) all of which traded or trades on
TSX. Mr. F.J. McKenna was a director of Alphanet Telecom Inc. which was assigned
into bankruptcy February 8, 1999. Dr. E.R. Smith was a director of BioMax
Technologies Inc. which was subject to a cease trade order for failure to file
financial statements. Subsequent to the resignation of Dr. E.R. Smith from the
Board of Biomax, the company was delisted but continues as a solvent private
company.

APPOINTMENT OF AUDITORS

The Board of Directors of the Corporation upon the recommendation of
the Audit Committee of the Board of Directors has selected the firm of
PricewaterhouseCoopers LLP ("PwC") to be nominated at the Meeting for
re-appointment as the Corporation's independent auditors for the ensuing year at
remuneration to be fixed by the Audit Committee of the Board of Directors.
Before PwC was recommended for appointment the Audit Committee met with
management and PwC to review and discuss the proposed fiscal year 2009 audit and
non-audit services to be rendered, the relationship of PwC with the Audit
Committee, and, the independence of PwC. The Corporation's independent auditor
since its inception has been PwC. The Corporation has been advised by PwC that
it is the policy of PwC to rotate the senior audit partner for the Corporation
at least once every five years. The current senior audit partner for the
Corporation has been the senior audit partner for the Corporation for two years.

The Audit Committee of the Board of Directors in 2008 approved
specified audit and non-audit services to be performed by PwC. The services
provided include: (i) the annual audit of the Corporation's December 31, 2008
consolidated financial statements included in the Annual Information Form and
Form 40-F, reviews of the Corporation's quarterly unaudited Consolidated
Financial Statements, audits of certain of the Corporation's subsidiary
companies' annual financial statements as well as other audit services provided
in connection with statutory and regulatory filings; (ii) audit related services
related to debt covenant compliance, Crown Royalty Statements and services
related to internal control reviews and assistance with section 404 of the
Sarbanes-Oxley Act of 2002, relating to internal control reporting requirements;
(iii) tax related services related to expatriate personal tax and compliance as
well as other corporate tax return matters; and (iv) non-audit services related
to accessing resource materials through PwC's accounting literature library.

FEES ACCRUED TO AUDITORS PRICEWATERHOUSECOOPERS LLP

SERVICES FISCAL 2008 FISCAL 2007
- -------- ----------- -----------
Audit....................................... $2,685,800 $2,729,315
Audit Related............................... 156,300 164,000
Tax Related................................. 91,500 154,459
Other....................................... 9,500 9,440
Total Accrued Fees.......................... $2,943,100 $3,057,214

Additional disclosure regarding the Audit Committee and its members is
contained in the Corporation's Annual Information Form under Audit Committee
Information.

OTHER MATTERS

Management is not aware of any matters to come before the Meeting other
than those set forth in the Notice of Meeting. If other matters properly come
before the Meeting, it is the intention of the persons named in the form of
proxy to vote the same in accordance with their best judgement in such matters.

APPROVAL OF CIRCULAR

The contents and sending of this Information Circular has been approved
in substance by the Board of Directors of the Corporation.

DATED at Calgary, Alberta, this 18th day of March 2009.

SCHEDULE "A" TO INFORMATION CIRCULAR DATED MARCH 18, 2009

CANADIAN NATURAL RESOURCES LIMITED
(THE "CORPORATION")

BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

The Board of Directors (the "Board") of the Corporation has adopted the
following Corporate Governance Guidelines (the "Guidelines") to assist the Board
in meeting its responsibilities. These Guidelines reflect the Board's commitment
to monitor the effectiveness of policy and decision making both at the Board and
management level, with a view to enhancing long-term shareholder value. The
Board requires the directors, officers and employees of the Corporation to
comply with all legal and regulatory requirements and encourages them to adhere
to the highest ethical standards in the performance of their duties.

Directors must perform their duties, keeping in mind their fiduciary
duty to the shareholders and the Corporation. That duty includes the obligation
to ensure that the Corporation's disclosures contain accurate information that
fairly presents the Corporation and its operations to shareholders and the
public in conformity with applicable laws, rules and regulations.

BOARD RESPONSIBILITIES

The Board is responsible for the stewardship of the Corporation and
overseeing the business and affairs of the Corporation. In executing this role,
the Board shall oversee the conduct, direction and results of the business. In
turn, management is mandated to conduct the day-to-day business and affairs of
the Corporation and is responsible for implementing the Board's strategies,
goals and directions. The Board and its members shall at all times act in the
best interest of the Corporation and its actions shall reflect its
responsibility of establishing proper business practices and high ethical
standards expected of the Corporation.

In discharging the Board's stewardship obligations, the Board assumes
responsibility for the following matters:

1. adoption of a strategic planning process and approval of a
strategic plan which takes into account, among other things,
the opportunities and risks of the business;

2. the identification of the principal risks of the Corporation's
business and ensuring the implementation of appropriate
systems to manage these risks;

3. succession planning; including appointing, training and
monitoring senior management;

4. a communication and disclosure policy for the Corporation;
and,

5. the integrity of the Corporation's internal control and
management information systems.

COMPOSITION OF THE BOARD

CRITERIA FOR BOARD OF DIRECTORS

The Nominating and Corporate Governance Committee, comprised entirely
of Directors who qualify as independent directors under the requirements of the
regulatory bodies to which the Corporation is subject to ("Independent
Directors"), is responsible for identifying, screening and recommending director
nominations for appointment as members of the Board. The Board, however, will
ultimately be responsible for nominating for appointment new directors and for
the selection of its Chair.

The Board requires that a majority of the Board qualify as Independent
Directors. Nominees for director are selected on the basis of, among other
things, broad perspective, integrity, independence of judgment, experience,
expertise, diversity, ability to make independent analytical inquiries,
understanding of the Corporation's business environment and willingness to
devote adequate time and effort to Board responsibilities.

ELECTION OF DIRECTORS BY SHAREHOLDERS

Election of director nominees by shareholders in an uncontested
election shall be by majority vote. A director nominee who receives less than
50% of the votes cast in favour of the election of the director nominee shall
forthwith submit to the Board, his or her resignation, to take effect upon
acceptance by the Board. The Board shall exercise discretion in considering the

resignation of the director nominee and if it is deemed to be in the best
interests of the Corporation and the shareholders and, absent any extenuating
circumstances deemed by the Board to exist, the Board shall accept such
resignation within 90 days of having received the resignation of the director
nominee.

INDEPENDENCE

As stated previously, the Board shall be comprised of a majority of
Independent Directors. For a director to be independent, the Nominating and
Corporate Governance Committee and the Board must affirmatively determine that
an individual is independent, taking into account any applicable regulatory
requirements and such other factors as the Nominating and Corporate Governance
Committee and Board may deem appropriate; provided, however, that there shall be
a three (3) year period during which they shall not be deemed independent, for
the following individuals; (i) former employees of the Corporation, or of its
independent auditor; (ii) former employees of any company whose compensation
committee includes an officer of the Corporation; and (iii) immediate family
members of the individuals specified in (i) and (ii) above. The Nominating and
Corporate Governance Committee and the Board will review annually the
relationship that each director has with the Corporation (either directly; or as
a partner, shareholder or officer of an organization that has a relationship
with the Corporation). Following this review, only those Directors who the Board
and the Nominating and Corporate Governance Committee affirmatively determine
meet any applicable regulatory independence requirements and have no material
relationship with the Corporation will be considered Independent Directors. The
basis for any determination that a relationship is not material will be
published in the Corporation's annual proxy information circular.

Directors have an obligation to inform the Board of any material
changes in their circumstances or relationships that may impact their
designation by the Board as "independent".

SIZE OF THE BOARD

The Articles of the Corporation provide that the Board will have not
less than three (3) or more than fifteen (15) members. The Board will fix the
exact number of directors at any time after considering the recommendation of
the Nominating and Corporate Governance Committee. The size of the Board should
enable its members to effectively and responsibly discharge their
responsibilities to the Corporation.

OTHER COMPANY DIRECTORSHIPS

The Corporation does not have a policy limiting the number of other
company boards of directors upon which a Director may sit. The Nominating and
Corporate Governance Committee shall consider the number of other company boards
or comparable governing bodies on which a prospective nominee is a member.

Directors are expected to advise the Chair of the Board and the Chair
of the Nominating and Corporate Governance Committee in advance of accepting any
other company directorships or any assignment to the audit committee or
compensation committee of the Board of Directors of any other company.

TERM LIMITS

The Board does not favour the concept of mandatory term limits. The
Board believes term limits have the disadvantage of losing the contribution of
Directors who have been able to develop, over a period of time, increasing
insight into the Corporation and its operations and therefore provide an
increasing contribution to the Board as a whole.

RETIREMENT POLICY

Under the Board's retirement policy Directors will not stand for
re-election after reaching the age of 75, subject to grandfathering any current
directors, currently over the age 75 on March 2, 2007, that being the date this
retirement policy was adopted by the Board. The Nominating and Corporate
Governance Committee has the responsibility to evaluate annually the
qualifications of each Director.

DIRECTOR RESPONSIBILITIES

Each Director shall have the responsibility to exercise his or her
business judgment in good faith and in a manner that he or she reasonably
believes to be in the best interests of the Corporation. A Director is expected
to spend the time and effort necessary to properly discharge such Director's
responsibilities. Accordingly, a Director is expected to regularly attend
meetings of the Board and committees on which such Director sits (with the
understanding that on occasion a Director may be unable to attend a meeting) and
to review in advance the meeting materials.

DIRECTOR ORIENTATION

New members of the Board shall be provided an orientation, which
includes background information about the Corporation's business, current
issues, corporate strategies, general information about the Board and Committees
and Director's duties and responsibilities and meetings with key operations
personnel. Each Director is expected to participate in continuing educational
programs in order to maintain the necessary level of expertise to perform his or
her responsibilities as a Director.

BOARD MEETINGS

The Board has four (4) regularly scheduled meetings each year
appropriately scheduled for the Board to meet its responsibilities. In addition,
unscheduled Board meetings may be called upon proper notice being given at any
time to address specific needs of the Corporation. One half (or where one half
of the Directors is not a whole number, the whole number which is closest to and
less than one half) of the Directors then in office constitutes a quorum for
Board of Directors meetings.

The Chair of the Board and the Vice-Chair will establish the agenda for
each Board meeting. Any member of the Board may request that an item be included
on the agenda and at any Board meeting raise subjects that are not on the agenda
for that meeting.

At the invitation of the Board, members of senior management and
independent advisors recommended by the Chair a Vice-Chair or the President and
Chief Operating Officer attend Board meetings or portions thereof for the
purpose of participating in discussions thereby providing certain expertise
and/or insight into items that may be open for discussion. The Corporate
Secretary attends all Board meetings except where there is a specific reason for
the Corporate Secretary to be excluded.

Materials for the review, discussion, and/or action of the Board are,
to the extent practicable, to be distributed sufficiently in advance of
meetings, thereby allowing time for review prior to the meeting. It is
recognized that in certain circumstances written materials may not be available
in advance of the meeting.

At every Board meeting, immediately following the termination of each
regularly scheduled Board meeting, the Independent Directors shall meet in
executive session without the presence of management to discuss whatever topics
it believes are appropriate. These meetings will be chaired by the Chair of the
Nominating and Corporate Governance Committee. Additional executive sessions may
be scheduled from time to time as determined by a majority of the Independent
Directors in consultation with the Chair of the Board and Chair of the
Nominating and Corporate Governance Committee.

BOARD COMMITTEES

The Board has five (5) standing committees:

1. Audit Committee;

2. Compensation Committee;

3. Nominating and Corporate Governance Committee;

4. Reserves Committee; and

5. Health, Safety and Environmental Committee

The purpose and responsibilities for each of these committees are
outlined in committee charters adopted by the Board.

The Audit Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee shall each be comprised entirely of Independent
Directors. The Reserves Committee and the Health, Safety and Environmental
Committee shall be comprised of a majority of Independent Directors. The Chair
of each of the Reserves Committee and the Health, Safety and Environmental
Committee shall be an Independent Director.

Appointment of directors to standing committees shall be the
responsibility of the Board, having received the recommendation of the
Nominating and Corporate Governance Committee, based upon consultations with the
members of the Board and the Chair.

The Board may constitute additional standing committees or special
committees with special mandates as may be required or appropriate from time to
time.

The Chair of each committee will determine the agenda, frequency and
length of the committee meetings consistent with any requirements set forth in
the committee's charter.

BOARD EVALUATION

The Nominating and Corporate Governance Committee will sponsor an
annual self-assessment of the Board's performance as well as the performance of
each committee of the Board, the results of which will be discussed with the
full Board and each committee. In preparing these assessments, the Nominating
and Corporate Governance Committee, circulates to each Director a questionnaire
through which each Director can provide input. The Nominating and Corporate
Governance Committee will also utilize the results of this self-evaluation
process in assessing and determining the characteristics and critical skills
required of prospective candidates for appointment to the Board and making
recommendations to the Board with respect to assignments of Board members to
various committees.

DIRECTOR COMPENSATION

Senior management of the Corporation shall report periodically to the
Nominating and Corporate Governance Committee on the status of the Corporation's
Director compensation practices in relation to the other companies of comparable
size and within the industry. The Corporation believes in a mix of both cash and
stock based compensation. The Nominating and Corporate Governance Committee will
recommend any changes in Director compensation to the Board for approval.

Director's fees are the only compensation an Audit Committee member may
receive from the Corporation.

SHARE OWNERSHIP

Directors are required to acquire and hold Common Shares of the
Corporation with a minimum aggregate market value of three times the annual
retainer fee paid to directors within five (5) years from the date of their
appointment as a director of the Corporation.

Directors are required to confirm annually for the Corporation's
Information Circular their share ownership position and that such position is
their beneficial and legal ownership position and has not been hedged or
otherwise sold.

EVALUATION OF SENIOR MANAGEMENT

Senior management is responsible for the day to day operation of the
Corporation. Operations are to be conducted in a manner, which reflects the
standards established by the Board, and with the goal of implementing and
fulfilling the policies, strategies and goals established by the Board. The
Board shall determine the specific or general terms and levels of authority for
senior management as it may consider advisable from time to time.

The Corporation does not have a CEO designation. This role is delegated
by the Board to the senior management of the Corporation including the Chair of
the Board, the Vice-Chair of the Board, the President and the Chief Operating
Officer. The Board establishes annual corporate objectives which senior
management is responsible for meeting and assesses senior management's
performance annually. This evaluation is based upon objective criteria
previously authorized by the Board including consideration of the performance of
the business of the Corporation, accomplishment of short and long term strategic
objectives, material business accomplishments and development of management. The
evaluation is used by the Compensation Committee, as part of a formal process of
considering compensation of senior management with reference to the performance
in meeting the corporate objectives.

The President and Chief Operating Officer reports to the Compensation
Committee annually with respect to senior management succession issues and the
status of the Corporation's on-going program for management development.

DIRECTOR ACCESS TO MANAGEMENT, EMPLOYEES AND ADVISORS

Each Director may consult with any manager or employee of the
Corporation or with any independent advisor to the Corporation at any time.

In appropriate circumstances, the committees of the Board are
authorized to engage independent advisors as may be necessary in the
circumstances.

In discharging his or her obligations, an individual director may
engage outside advisors, at the expense of the Corporation, in appropriate
circumstances.

PUBLIC COMMUNICATIONS

Management speaks for the Corporation and is responsible for
communications with the press, analysts, regulators, and other constituencies.
From time to time members of the Board may be requested to communicate with one
or more of those constituencies. It is anticipated that such communication will
be coordinated with the Corporation's management committee.

COMMUNICATION WITH THE BOARD

The Chair speaks on behalf of the Board. However, any shareholder or
interested party who wishes to communicate with the Board or any specific
director, may contact the Board or such specific director at the head office at
the following address:

Canadian Natural Resources Limited
C/O Corporate Secretary
#2500, 855 - 2nd St. S. W.
Calgary, Alberta
T2P 4J8

Depending on the subject matter, the Corporate Secretary will:

o Forward the communication to the director to whom it is addressed;

o Refer the inquiry to the appropriate corporate department if it is
a matter that does not appear to require direct attention by the
Board or an individual director; or

o Not forward the communication if it is primarily commercial in
nature or if it relates to an improper or irrelevant topic.

CODE OF INTEGRITY, BUSINESS ETHICS AND CONDUCT

The Nominating and Corporate Governance Committee will periodically
assesses the Corporation's Code of Integrity, Business Ethics and Conduct
policies to ensure it addresses appropriate topics and complies with the
appropriate regulatory bodies regulations and recommend any appropriate changes
to the Board for approval. The Board must approve any waiver of the code for any
member of senior management or Directors. Any waiver must be disclosed in
accordance with relevant regulatory requirements.

MODIFICATIONS TO CORPORATE GOVERNANCE GUIDELINES

The Nominating and Corporate Governance Committee will annually review
these Corporate Governance Guidelines and recommend any appropriate changes to
the Board for approval.

CANADIAN NATURAL RESOURCES LIMITED

INSTRUMENT OF PROXY

SOLICITED BY THE MANAGEMENT OF CANADIAN NATURAL RESOURCES LIMITED
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY MAY 7, 2009

The undersigned shareholder of Canadian Natural Resources Limited (the
"Corporation") hereby appoints Allan P. Markin, Chairman of the Board, or
failing him, John G. Langille, Vice-Chairman of the Corporation, or instead of
either of the foregoing, ______________________________________________________
______________ as nominee and proxy (the "Proxy") of the undersigned with full
power of substitution to attend and act on behalf of the undersigned in respect
of all Common Shares registered in the name of the undersigned at THE ANNUAL
GENERAL MEETING OF HOLDERS OF COMMON SHARES OF THE CORPORATION TO BE HELD AT
3:00 O'CLOCK IN THE AFTERNOON (MDT) ON THURSDAY THE 7TH DAY OF MAY, 2009 (THE
"MEETING"), AND AT ANY ADJOURNMENT OR ADJOURNMENTS THEREOF IN THE SAME MANNER,
TO THE SAME EXTENT AND WITH THE SAME POWERS AS IF THE UNDERSIGNED WERE PRESENT
AT THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF; provided that the
undersigned shareholder specifies and directs the persons above named that the
Common Shares registered in the name of the undersigned shall be voted:

1. To vote on the election of directors of the Corporation for the ensuing
year, the nominees proposed by management described in the Information
Circular accompanying the Notice of Meeting and this Instrument of Proxy.

FOR WITHHOLD
A) ALL nominees |_| |_|

OR individually as follows:

FOR WITHHOLD FOR WITHHOLD

B) Catherine M. Best |_| |_| Keith A.J. MacPhail |_| |_|
N. Murray Edwards |_| |_| Allan P. Markin |_| |_|
Honourable Gary A. Filmon |_| |_| Honourable Frank J. McKenna |_| |_|
Ambassador Gordon D. Giffin |_| |_| James S. Palmer |_| |_|
John G. Langille |_| |_| Eldon R. Smith |_| |_|
Steve W. Laut |_| |_| David A. Tuer |_| |_|

2. TO VOTE FOR ____________ OR WITHHOLD FROM VOTING ON ________________ the
appointment of PricewaterhouseCoopers LLP, Chartered Accountants, Calgary,
Alberta, as auditors of the Corporation for the ensuing year and the
authorization of the Audit Committee of the Board of Directors of the
Corporation to fix their remuneration.

3. At the discretion of the said Proxy, to vote on any permitted amendments to
or variations of any matters identified in the Notice of Meeting enclosed
herewith or other matters that may properly be brought before the Meeting or
any adjournments thereof.

UNLESS OTHERWISE INDICATED ABOVE, ON ANY BALLOT THAT MAY BE
CALLED FOR, THE COMMON SHARES REPRESENTED BY THIS INSTRUMENT
OF PROXY WILL BE VOTED FOR THE APPROVAL OF ALL MATTERS SET
OUT HEREIN. IF ANY AMENDMENTS TO THE MATTERS IDENTIFIED IN
THE NOTICE OF MEETING ARE PROPOSED AT THE MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF, OR IF ANY OTHER MATTERS
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF, DISCRETIONARY AUTHORITY IS HEREBY
CONFERRED WITH RESPECT THERETO.

THE UNDERSIGNED SHAREHOLDER OF THE CORPORATION HEREBY
RATIFIES AND CONFIRMS ALL THAT THE PROXY MAY DO BY VIRTUE
HEREOF. ANY INSTRUMENT OF PROXY PREVIOUSLY GIVEN WITH RESPECT
TO THE UNDERSIGNED SHARES IS HEREBY REVOKED AND THIS
INSTRUMENT OF PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE
EXERCISE THEREOF.

_________________________________________________________
Name of Shareholder

_________________________________________________________
Signature of Shareholder

_________________________________________________________
Number of Shares

DATED this ____________ day of _________________, 2009.

1. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PROXY HOLDER
(WHO NEED NOT BE A SHAREHOLDER) OTHER THAN THE PERSONS
DESIGNATED ABOVE, TO ATTEND AND ACT FOR SUCH SHAREHOLDER
AT THE MEETING. TO EXERCISE THIS RIGHT, THE SHAREHOLDER
MUST INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK
SPACE PROVIDED ABOVE AND STRIKE OUT THE OTHER NAMES, OR
MAY COMPLETE ANOTHER APPROPRIATE INSTRUMENT OF PROXY.

2. THE INSTRUMENT OF PROXY MUST BE DATED AND MUST BE
EXECUTED BY THE SHAREHOLDER OR SUCH SHAREHOLDER'S
ATTORNEY AUTHORIZED IN WRITING OR IF THE SHAREHOLDER IS
A CORPORATION UNDER ITS CORPORATE SEAL OR BY AN OFFICER
OR ATTORNEY THEREOF DULY AUTHORIZED. IF THIS INSTRUMENT
OF PROXY IS NOT DATED IT SHALL BE DEEMED TO BEAR THE
DATE ON WHICH IT WAS MAILED TO THE SHAREHOLDER BY THE
MANAGEMENT OF THE CORPORATION.

3. THE INSTRUMENT OF PROXY WILL NOT BE VALID AND WILL NOT
BE ACTED ON OR VOTED UNLESS IT IS SIGNED AND DELIVERED
TO COMPUTERSHARE TRUST COMPANY OF CANADA, 9TH FLOOR, 100
UNIVERSITY AVENUE, TORONTO, ONTARIO M5J 2Y1 NOT LATER
THAN 24 HOURS BEFORE THE TIME OF THE MEETING OR ANY
ADJOURNMENT THEREOF.