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Exhibit 10.24  


 
 

FOREST OIL CORPORATION
  2005 SALARY DEFERRED COMPENSATION PLAN
  December 31, 2004    
    


1.     Purpose. 


        The
purpose of the 2005 Salary Deferred Compensation Plan ("Plan") is to provide the terms of an unfunded deferred compensation plan for a select group of management, highly compensated
employees, directors and persons who have been management, highly compensated employees or directors of Forest Oil Corporation (the "Company") who may elect, pursuant to the Deferral Elections, to
defer certain compensation otherwise due to them. It is intended that the Plan constitute an unfunded "top hat plan" for purposes of the Employee Retirement Income Security Act of 1974, as amended. 


2.     Definitions. 


        The
following terms used in the Plan shall have the meanings set forth below: 



        (a)   "Affiliate" means, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under
common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest. 



        (b)   "Beneficiary" shall mean any person, persons, trust or other entity designated by a Participant to receive benefits, if
any, under the Plan upon such Participant's death. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its
designated agent. 


        (c)   "Board" shall mean the Board of Directors of the Company. 


        (d)   "Change of Control" shall mean any of the following: 



        (i)    the
Company is not the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously
wholly-owned subsidiary of the Company); 


        (ii)   the
Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company): 


        (iii)  the
Company is to be dissolved and liquidated; 


        (iv)  any
person or entity, including a "group" as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or
control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company's voting stock (based on voting power); or 


        (v)   as
a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election cease to constitute a majority
of the Board; 





provided, however, that "Change of Control" shall not include any reorganization, merger or
consolidation involving solely the Company and one or more previously wholly-owned subsidiaries of the Company. 



        (e)   "Claimant" shall have the meaning set forth in Section 9(a). 


        (f)    "Code" shall mean the Internal Revenue Code of 1986, as amended. 


        (g)   "Committee" shall mean the Compensation Committee appointed by the Board. 








 




        (h)   "Company" shall mean Forest Oil Corporation and its successors. 


        (i)    "Deferral Account" shall mean the recordkeeping account established and maintained by the Company in the name of a
Participant as provided in Section 4(b) for deferrals made by a Participant pursuant to a Deferral Election. 


        (j)    "Deferral Amount" shall mean the amount of unvested restricted stock, compensatory options and/or cash compensation and
bonus amounts deferred pursuant to a Deferral Election; provided, however, that the Deferral Amount of
each Participant on any given Deferral Election shall be reasonably expected to result in a deferral of at least $10,000 or such other amount as the Committee shall specify from time to time. 



        (k)   "Deferral Election" shall mean an election form executed by the Participant (as may be revised from time to time with
respect to any one or more Participants, consistent with the Plan, by or at the direction of the Company's president and chief executive officer, chief financial officer or chief legal officer),
whereby the Participant (i) makes an advance election to defer compensation such Participant would otherwise be entitled to receive with respect to unvested restricted stock, compensatory
options and/or in cash from the Company during the following calendar year, including an amount or percentage of compensation to be deferred, (ii) specifies a schedule according to which the
Participant will receive payout of his deferred compensation and (iii) makes such other elections as are permitted and provides such other information as is required under the Plan. 


        (l)    "Disability" shall mean a mental or physical condition (i) that qualifies the Participant (or would qualify the
Participant, were he or she an employee of the Company) as being disabled for purposes of any of the plans or programs of the Company under which benefits, compensation, or awards are contingent upon
a finding of disability, or (ii) as a result of which, in the opinion of the Committee, the Participant would be unable to perform the usual duties performed by the Participant for the Company
or its Affiliates. 


        (m)  "Election Date" shall mean December 31, 2004, and for each subsequent calendar year during which the Plan is in
effect, December 31 of the immediately preceding calendar year, or such other date designated as the Election Date in the applicable Deferral Election. 


        (n)   "Fair Market Value" shall mean, on a given date of valuation, (i) with respect to any mutual fund, the closing net
asset value as reported in The Wall Street Journal with respect to the date of valuation and (ii) with respect to a security traded on a national securities exchange or the NASDAQ National
Market, the closing price on the date of valuation as reported in The Wall Street Journal. 


        (o)   "Hypothetical Investments" shall have the meaning set forth in Section 4(c). 


        (p)   "Manager" shall have the meaning set forth in Section 4(c). 


        (q)   "Observer" shall have the meaning set forth in Section 3(a). 


        (r)   "Officers" shall have the meaning set forth in Section 8(b)(ii). 


        (s)   "Participant" shall mean a present or former employee or director of the Company who is participating in this Plan and
any other present or former employee or director designated from time to time by the Committee. 


        (t)    "Pay Day" shall mean, for each Participant, the day on which the Company is required, by the terms of the applicable
Deferral Election form or any other agreement between the Participant and the Company, to make a payment of cash or other compensation, which such Participant defers under this Plan. 



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        (u)   "Plan" shall mean this Forest Oil Corporation Amended and Restated Salary Deferral Compensation Plan. 


        (v)   "Plan Effective Date" shall mean December 31, 2004. 


        (w)  "Released Party" shall have the meaning set forth in Section 8(b)(iii). 


        (x)   "Trust" shall mean any trust or trusts established or designated by the Company pursuant to Section 5(a) to
hold assets in connection with the Plan. 


        (y)   "Trustee" shall have the meaning set forth in Section 5(a). 




3.     Authority and Administration of the Committee. 



        (a) Authorization of Committee and Appointment of Observer. 



        (i)    The
Committee shall be authorized by the Board to administer the Plan. 



        (ii)   The
Participants may, by a vote of the majority of the Participants, appoint a representative from among them (the "Observer") to observe all Committee meetings at
which the Committee will consider any material action or material change to the Plan or the Trust. 




        (b)   Committee Meetings. The Committee shall give ten (10) days' written notice to the Observer prior to each Committee
meeting (the "Notice") if such meeting considers any material action or material change to the Plan or Trust, which Notice may be waived in writing at any time by the Observer. The Committee shall
take all reasonable steps to schedule such a Committee meeting at a time when the Observer can attend. If the Observer is unable to attend the meeting, he or she may appoint a substitute to attend.
The Committee need not give Notice of a Committee meeting which does not consider material actions or material changes to the Plan or Trust. 


        (c)   Resignation and Removal. 



        (i)    The
Board shall provide the terms upon which members of the Committee serve on the Committee. 



        (ii)   An
Observer shall be deemed to have resigned if he or she is no longer a Participant in the Plan, which deemed resignation shall be effective as of the date of
termination of participation in the Plan. 


        (iii)  A
majority of the Participants may remove an Observer, by giving thirty (30) days' written notice to the Observer. 




        (d)   Committee Voting. Except as otherwise provided by the Board, in all matters pertaining to the administration of the Plan,
the concurrence and joinder of a majority of the Committee members shall be required at any time at which more than two (2) are acting, but if only two (2) are acting the joinder of both
of them shall be required. The Observer shall have no vote. 


        (e)   Committee Administration. The Committee shall administer the Plan in accordance with its terms, and shall have all powers
necessary to accomplish such purpose, including the power and authority to reasonably construe and interpret the Plan, to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The senior human
resources employee of the Company is initially appointed, on behalf of the Committee, to carry out purely administrative duties related to the Plan and to receive notices relating to the Plan, and is
hereby authorized to delegate such duties as he or she sees fit. The Committee may appoint additional agents and delegate thereto powers 



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and
duties under the Plan. All references to the Committee in Section 8(b) hereof shall be deemed to include any person acting on behalf of the Committee pursuant to this
Section 3(e). 


        (f)    Participant Challenge of Committee Action. There is no presumption that the Committee's actions or interpretations with
regard to the Plan are correct. Participants may, if approved by a vote of the majority of the Participants, challenge the Committee's actions and interpretations through litigation or arbitration.
The Company shall pay the costs and fees of any litigation or arbitration concerning the Plan if the Participants are successful. Additionally, the court or arbitrator may award costs and fees to the
Participants if the court or arbitrator finds the Participants' claim or action reasonable. Notwithstanding the foregoing, no such costs or fees of any Participant shall be paid by the Company to the
extent that the litigation or arbitration is connected with matters or issues which the Participants specifically waive under this Plan. 




4.     Deferral Elections and Deferral Accounts. 



        (a)   Deferral Elections. Each Participant may elect to defer all or a portion of his or her compensation, under the terms
provided in any Deferral Election form provided to the Participant in accordance with the Plan, by delivering to the Company a completed and executed Deferral Election on or before the relevant
Election Date. The Deferral Election form shall establish for each Participant the type and amount of compensation (including unvested restricted stock and/or compensatory options) that may be
deferred pursuant to the Plan and such determination will be reflected on the relevant Deferral Election form. The Company shall notify each Participant in writing of any upcoming Election Date
applicable to such Participant and shall solicit his or her Deferral Election to be delivered to the Company on or before that Election Date. 


        (b)   Establishment of Deferral Accounts. The Committee shall establish a Deferral Account for each Deferral Election timely
delivered by a Participant. Each Deferral Account shall be maintained for the Participant solely as a bookkeeping entry by the Company to evidence unfunded obligations of the Company. The Participant
shall be 100% vested in the Participant's Deferral Account at all times, except to the extent otherwise specified in the applicable Deferral Election form. The balance in a Deferral Account shall
initially equal the Deferral Amount specified in the Participant's initial Deferral Election and shall be increased by the Deferral Amount specified in any subsequent Deferral Election timely
delivered by that Participant, in each case, less the amount of federal, state or local tax required by law to be withheld from the Deferral Amount. 


        (c)   Hypothetical Investments and Managers. Subject to the provisions of Section 4(e), amounts credited to a Deferral
Account shall be deemed to be invested, at the Participant's direction from time to time, in a broad array of hypothetical investments selected from a list established by the Committee ("Hypothetical
Investments") from time to time. A Participant may select Hypothetical Investments or may select an investment manager (a "Manager") from a list established by the Committee, and the Manager will then
select Hypothetical Investments on behalf of the Participant. Any Deferral Amount attributable to the deferral of compensation in connection with unvested restricted stock or compensatory options
shall be deemed to be invested initially in such stock or options, as the case may be. The Committee shall be liberal and shall include Hypothetical Investments and Managers representing a wide
variety of investment alternatives, and may include private equity securities that, in the judgment of the Company, (i) can be reasonably valued at least quarterly and (ii) are
transferable to accredited investors. The Committee shall consider requests from any Participant to add to the initial list of Hypothetical Investments and Managers and shall satisfy such requests if
they are reasonably acceptable to the Committee. The Committee may change or discontinue any Hypothetical Investment or Manager available under the Plan in its sole discretion. The initial list of
Hypothetical Investments and Managers shall be established by the Board or the Committee and provided to potential Participants in connection 



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with
the solicitation of the Deferral Election. The initial list provided to a Participant shall include as Hypothetical Investments any stock and compensatory options the Participant is permitted to
defer under the Plan. 


        (d)   Investment of Deferral Accounts. As provided in Section 4(c), each Deferral Account shall be deemed to be invested
in one or more Hypothetical Investments as of the date of the deferral or credit, as the case may be. The amounts of hypothetical income, appreciation and depreciation in value of the Hypothetical
Investments shall be credited and debited to, or otherwise reflected in, such Deferral Account from time to time in accordance with procedures established by the Committee. Unless otherwise determined
by the Committee, amounts credited to a Deferral Account shall be deemed invested in Hypothetical Investments as of the date so credited. 



        (e)   Allocation and Reallocation of Hypothetical Investments. A Participant may allocate and reallocate amounts credited to
his or her Deferral Account to one or more of the Hypothetical Investments or Managers authorized under the Plan. Subject to the rules established by the Committee, a Participant may reallocate
amounts credited to his or her Deferral Account to other Hypothetical Investments or other Managers by filing with the Committee a notice, in such form as may be specified by the Committee;  provided
that such reallocation shall not be permitted more than once per calendar quarter without the written consent of the Committee. The Committee
may direct the Managers accordingly; provided, however, that a Manager may reallocate amounts credited to a Deferral Account for which it has responsibility at any time without limitation. No
Participant shall have the right, at any time, to direct a Manager to enter into specific transactions in connection with his or her Deferral Account;  provided that this provision shall not prohibit the
Participant from communicating with the Manager regarding Hypothetical Investments, including
communication regarding preferred Hypothetical Investment objectives. Each Manager shall have the power to acquire and dispose of such investments as the Manager determines necessary in connection
with its portfolio. The Committee may restrict or prohibit reallocation of amounts deemed invested in specified Hypothetical Investments or invested by specified Managers to comply with applicable law
or regulation. 


        (f)    No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the
Hypothetical Investments are to be used for measurement purposes only. A Participant's election of any such Hypothetical Investments, the allocation of such Hypothetical Investments to his or her
Deferral Account, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Deferral Account shall not be considered or construed in any manner as an
actual investment of his or her Deferral Account in any such Hypothetical Investments. In the event that the Company or the Trustee, in its own discretion, decides to invest funds in any or all of the
Hypothetical Investments, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Deferral Account shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company. 


        (g)   Certain Investments of the Trust. The Company may, in its own discretion, take such actions as it deems necessary and
appropriate (including, where appropriate, establishing a separate trust pursuant to a separate trust agreement) in connection with any investment of the Trust in stock or options issued by the
Company. 




5.     Establishment of Trust.  



        (a)   The Trust Agreement. The Company will enter into a Trust Agreement in the form attached hereto as  Exhibit A, providing for the establishment of a trust to be held
and administered by a trustee (the "Trustee") designated in the Trust Agreement
(the "Trust"). The 



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Trustee
shall be the agent for the Committee for purposes of (i) performing purely ministerial functions in connection with (A) maintaining the Deferral Accounts and (B) accepting
and recording directions from a Participant as to the allocation of amounts credited to the Participant's Deferral Account in accordance with Sections 4(c) and 4(e) and
(ii) any other duties delegated to the Trustee by the Committee as set forth in the Trust Agreement. The Trust Agreement will provide that the Trustee is responsible for (i) performing
all ministerial functions as described in the foregoing sentence and (ii) annually furnishing to the Company all information necessary to comply with any applicable financial, tax or other
reporting requirements. 


        (b)   Funding the Trust. Within five (5) business days after the relevant Pay Day, the Company shall deposit into
the Trust cash or other assets, as specified in the applicable Deferral Election, equal to the aggregate Deferral Amount of the Participant for that Pay Day, less applicable taxes. The Company shall
determine the procedures for transferring assets in respect of restricted stock or options deferred under the Plan. The assets of the Trust shall remain subject to the claims of the general creditors
of the Company in the event of an insolvency of the Company. 


        (c)   Taxes and Expenses of the Trust. All taxes on any gains and losses from the investment of the assets of the Trust shall
be recognized by the Company and the taxes thereon shall be paid by the Company and shall not be recovered from the Deferral Accounts or the Trust. The third-party administrative and investment
expenses of the Plan and the Trust, including expenses charged by the Trustee to establish the Trust and the Trustee's annual fee per Deferral Account, shall be paid by the Trustee from the Trust and
shall reduce each Deferral Account balance equally. Any expenses incurred with respect to a particular Hypothetical Investment shall be charged to the Deferral Account that is deemed invested in such
Hypothetical Investment. No part of the Company's internal expenses to administer the Plan, including overhead expenses, shall be charged to the Trust or the Deferral Accounts. 




6.     Settlement of Deferral Accounts.  



        (a)   Payout of Deferral Accounts. The Company shall pay or direct the Trustee to pay the net amount credited to a Deferral
Account as elected by the Participant in the Participant's Deferral Election.
Except for payouts due to the death or Disability of the Participant, no payout shall occur prior to the second anniversary of the Plan Effective Date. A Participant may modify the payout of his
Deferral Account one or more times; provided, that such modification is made at least twelve (12) months prior to the first scheduled payout date
of the payouts to be deferred, according to the schedule in effect at the time of such modification. Notwithstanding anything else in this Plan, all payouts shall occur on or prior to the sixth
anniversary of the Plan Effective Date or such later date as may be determined by the Committee. 



        (b)   Payment in Cash. The Company shall settle a Participant's Deferral Account, and discharge all of its obligations to pay
deferred compensation under the Plan with respect to such Deferral Account, by payment of cash in an amount equal to or, at the option of the Company, in marketable securities with a Fair Market Value
equal to the net amount credited to the applicable Deferral Account. Any such distributions to a Participant shall reduce the Company's obligations under the Plan to such Participant. The Company's
obligation under the Plan may be satisfied by distributions from the Trust. 


        (c)   Timing of Payments. 



        (i)    Payments
in settlement of a Deferral Account shall be made as soon as practicable after the date or dates (including upon the occurrence of specified events), and in
such number of installments, as directed by the Participant in the Participant's Deferral Election, unless otherwise provided in this Section 6. The minimum annual amount for distribution of
deferrals shall be the lesser of the balance of the Deferral Account, $25,000 or such lesser 




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amount
as may be permitted by the Committee or under the applicable Deferral Election form. All amounts needed for a payment shall be deemed withdrawn from the Hypothetical Investments as close in
time as is practicable to the requested payment date. If a Participant has elected to receive partial payments of the amount in his or her Deferral Account, unpaid balances shall continue to be deemed
to be invested in the Hypothetical Investments that such Participant has designated pursuant to Section 4(c) or 4(e). 


        (ii)   Except
as provided otherwise in the applicable Deferral Election form, in the event of a Participant's death prior to the payment of all net amounts credited to his or
her Deferral Account, such amounts shall be paid to the Participant's designated Beneficiary in a single lump sum as soon as practicable after the Participant's death. If a Participant fails to
designate a Beneficiary or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, the Participant's designated Beneficiary
shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant's estate. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right,
exercisable in its discretion, to withhold such payments until this matter is resolved to the Committee's satisfaction. The payment of benefits under the Plan to a Beneficiary shall fully and
completely discharge the Company from all further obligations under this Plan with
respect to the Participant, and such Participant's interest in the Plan shall terminate upon such full payment of benefits. 


        (iii)  Irrespective
of any elections made by a Participant, (i) subject to Section 7(b), the net amount credited to a Participant's Deferral Account will be
paid out in a single lump sum upon a Change of Control or a termination of the Plan and (ii) the Committee may provide, subject to the applicable Deferral Election form, that the net amount
credited to a Participant's Deferral Account may be paid out in a single lump sum to the Participant in the event of the Participant's Disability or termination of employment with the Company or an
Affiliate (but ignoring transfers of employment between or among the Company or any of its Affiliates). 




        (d)   Financial Emergency. Other provisions of the Plan notwithstanding, if, upon thirty (30) days advance written
notice from a Participant, the Committee determines that the Participant has an unforeseen financial emergency of such a substantial nature and beyond the Participant's control that payment of amounts
previously deferred under the Plan is warranted, the Committee may direct the immediate lump sum payment to the Participant of the applicable portion of the Participant's Deferral Account. 


        (e)   Special Election for Early Distribution. Other provisions of the Plan notwithstanding, the Participant may withdraw
amounts from the Participant's Deferral Account on ten (10) days advance written notice to the Committee in accordance with approval procedures as the Committee, in its sole discretion, may
establish. Such withdrawn amounts shall be made in a single lump sum, provided, that ten percent (10%) of the amount withdrawn shall be forfeited to the
Company prior to the payment to the Participant. The minimum withdrawal a Participant may request shall equal the lesser of (i) $25,000 and (ii) the total amount in the Participant's
Deferral Account. 


        (f)    Distribution in the Event of Taxation. If, for any reason, all or any portion of a Participant's benefits under this Plan
becomes taxable to the Participant prior to receipt, a Participant may petition the Committee in writing for a distribution of that portion of his or her benefit that has become taxable. Upon the
grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute to the Participant immediately available funds 



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in
an amount equal to the taxable portion of his or her benefit which amount shall not exceed a Participant's Deferral Account under the Plan. If the petition is granted, the tax liability
distribution shall be made within thirty (30) days of the date when the Participant's petition is granted. 



        (g)   Effect on Deferral Account. A Participant's Deferral Account shall be debited to the extent of any distributions to the
Participant pursuant to this Section 6. 




7.     Amendment/Termination.  



        (a)   Amendment, Discontinuance or Termination of the Plan. The Committee or the Board may, with prospective or retroactive
effect, amend, alter, suspend, discontinue, or terminate the Plan (i) if there is a change in law or regulatory authority that reasonably would be expected to result in an increase in the cost
to the Company of at least $1,000,000 to maintain the Plan (other than an increase resulting from taxes on any gains from investment of the assets of the Trust), (ii) if the Internal Revenue
Service determines that any amounts deferred under the Plan are includible in the Participant's gross income prior to being paid out to the Participant, or (iii) if each Participant who is
materially adversely affected by such action (e.g., by the income tax consequences to such Participant by such action) with respect to amounts previously deferred by such Participant under any
previously submitted Deferral Election provides prior written consent to such action. 



        (b)   Termination upon Change of Control. Notwithstanding any other provision to the contrary and except as otherwise provided
in the applicable Deferral Election form, (i) upon a Change of Control, (A) the Committee or the Board may, in its sole discretion, terminate the Plan and (B) if the Plan is not
terminated, a Participant may elect to redefer his or her benefits payable under the Plan on terms substantially similar to the terms provided in Section 6, and (ii) the Plan shall
terminate as soon as possible following the payment of all amounts in respect of all Deferral Accounts. 


        (c)   JOBS Act Amendments. Notwithstanding any other provision of the Plan to the contrary, the Committee may, without the
consent of any Participant, amend the Plan on or before December 31, 2005 as the Committee determines, in its sole and absolute discretion, to be necessary, appropriate or advisable in order to
satisfy the requirements of the American Jobs Creation Act of 2004. 




8.     General Provisions.  



        (a)   Limits on Transfer of Awards. Other than by will, the laws of descent and distribution, or by appointing a Beneficiary,
no right, title or interest of any kind in the Plan shall be transferable or assignable by a Participant (or the Participant's Beneficiary) or be subject to alienation, anticipation, encumbrance,
garnishment, attachment, levy, execution or other legal or equitable process, nor subject to the debts, contracts, liabilities or engagements, or torts of any Participant or the Participant's
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject to legal or equitable process or encumber or dispose of any interest in the Plan
shall be void. 


        (b)   Waiver, Receipt and Release. 



        (i)    As
between the Participant and the Company, a Participant and the Participant's Beneficiary shall assume all risk (other than gross negligence of the Company or the
Committee, or breach by the Company of the terms of this Plan) in connection with the Plan, Trust design, implementation or administration, Hypothetical Investment decisions made by the Participant
and the resulting value of the Participant's Deferral Account, the selection and actions of the Trustee or any other third party providing services to the Company or the Trust 




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in
connection with the Plan or Trust (including their administrative and investment expenses), including any income tax issues of the Participant or Participant's Beneficiary relating to or arising
out of his or her participation in the Plan, and neither the Company nor the Committee shall be liable or responsible therefor other than as provided in Section 5(c). 


        (ii)   As
a condition of being a Participant in the Plan, each Participant must sign a waiver releasing the Company and its Affiliates, the Committee, officers of the Company
or its Affiliates (the "Officers") and the Board from any claims and liabilities regarding the matters to which the Participant has assumed the risk as set forth in this Section. Payments (in any
form) to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims for compensation deferred and relating to the
Deferral Account to which the payments relate against the Company or any Affiliate or the Committee, and the Committee may require such Participant or Beneficiary, as a condition to such payments, to
execute a waiver, receipt and release to such effect. 


        (iii)  As
a condition of being a Participant in the Plan, each Participant must sign a waiver releasing the Trustee and each of its Affiliates (each, a "Released Party")
against any and all loss, claims, liability and expenses imposed on or incurred by any Released Party as a result of any acts taken or any failure to act by the Trustee, where such act or failure to
act is in accordance with the directions from the Committee or any designee of the Committee. 


        (iv)  Each
Participant agrees to pay any taxes, penalties and interest such Participant or Beneficiary may incur in connection with his or her participation in this Plan, and
further agrees to indemnify the Company and its Affiliates, the Committee, Officers and the Board for such taxes, penalties and interest the Participant or Participant's Beneficiary incurs and fails
to pay and for which the Company is made liable by the appropriate tax authority. 




        (c)   Unfunded Status of Awards, Creation of Trusts. The Plan is intended to constitute an unfunded plan for deferred
compensation and each Participant shall rely solely on the unsecured promise of the
Company for payment hereunder. With respect to any payment not yet made to a Participant under the Plan, nothing contained in the Plan shall give a Participant any rights that are greater than those
of a general unsecured creditor of the Company. 


        (d)   Participant Rights. No provision of the Plan or transaction hereunder shall confer upon any Participant any right or
impose upon any Participant any obligation to be employed by the Company or an Affiliate, or to interfere in any way with the right of the Company or an Affiliate to increase or decrease the amount of
any compensation payable to such Participant. Subject to the limitations set forth in Section 8(c) hereof, the Plan shall inure to the benefit of, and be binding upon, the parties hereto
and their successors and assigns. 


        (e)   Tax Withholding and Tax Forms. The Company shall have the right to deduct from amounts otherwise credited to or paid from
a Deferral Account any sums that federal, state, local or foreign tax law requires to be withheld. 



        (f)    Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan
shall be determined in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws to the extent not pre-empted by federal law. 


        (g)   Limitation. A Participant and the Participant's Beneficiary shall assume all risk in connection with (i) the
performance of the Managers, (ii) the performance of the Hypothetical Investments and (iii) the tax treatment of amounts deferred under or paid pursuant to the Plan, and neither the
Company nor the Committee shall be liable or responsible therefor. 



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        (h)   Construction. The captions and numbers preceding the sections of the Plan are included solely as a matter of convenience
of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words used in the singular shall include the plural or
the plural may be read as the singular. 


        (i)    Severability. In the event that any provision of the Plan shall be declared illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had
never been inserted herein. 


        (j)    Status. The establishment and maintenance of, or allocations and credits to, the Deferral Account of any Participant
shall not vest in any Participant any right, title or interest in or to any Plan or Company assets or benefits except at the time or times and upon the terms and conditions and to the extent expressly
set forth in the Plan and in accordance with the terms of any Trust. 


        (k)   Spouse's Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the
Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under
the laws of intestate succession. 


        (l)    Successors. The provisions of the Plan shall bind the Company and its successors. 




9.     Claims Procedures.  



        (a)   Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being
referred to below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to
the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred
eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant. 



        (b)   Notification of Decision. The Committee shall consider a Claimant's claim within ten (10) days of receipt of the
claim and shall notify the Claimant in writing: 



        (i)    that
the Claimant's requested determination has been made, and that the claim has been allowed in full; or 


        (ii)   that
the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner
reasonably believed to be understood by the Claimant: 



        (A)  a
description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is
necessary; and 


        (B)  an
explanation of the claim review procedure set forth below. 





        (c)   Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Committee that a claim has been
denied in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not
later than thirty (30) days after the review procedure begins, the Claimant (or the Claimant's duly authorized representative): 



        (i)    may
review pertinent documents; 




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        (ii)   will
be provided specific reference(s) to the pertinent Plan provisions upon which the decision was based; and 


        (iii)  will
be informed of such other matters as the Committee deems relevant. 




        (d)   Legal Action. A Claimant's compliance with the foregoing provisions of this Article 9 is a mandatory prerequisite
to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan. 




10.   Effective Date. 


        The
Plan shall be effective as of the Plan Effective Date. 



	
FOREST OIL CORPORATION	
 	

 
	

By:	
 	

/s/  NEWTON W. WILSON III      
	
 	

 
	Title:	 	Senior Vice President, General Counsel & Secretary
	 	 




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FOREST OIL CORPORATION 2005 SALARY DEFERRED COMPENSATION PLAN December 31, 2004