Exhibit 10.32







FOREST
OIL CORPORATION


EXECUTIVE DEFERRED COMPENSATION
PLAN






As Amended and Restated

Effective as of January 1, 2005















TABLE OF
CONTENTS


	
  ARTICLE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  I.

  	
  DEFINITIONS AND CONSTRUCTION

  	
  I-1

  
	
   

  	
   

  	
   

  
	
  II.

  	
  PARTICIPATION

  	
  II-1

  
	
   

  	
   

  	
   

  
	
  III.

  	
  ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS

  	
  III-1

  
	
   

  	
   

  	
   

  
	
  IV.

  	
  DEEMED INVESTMENT OF FUNDS

  	
  IV-1

  
	
   

  	
   

  	
   

  
	
  V.

  	
  IN-SERVICE DISTRIBUTIONS

  	
  V-1

  
	
   

  	
   

  	
   

  
	
  VI.

  	
  TERMINATION BENEFITS

  	
  VI-1

  
	
   

  	
   

  	
   

  
	
  VII.

  	
  ADMINISTRATION OF THE PLAN

  	
  VII-1

  
	
   

  	
   

  	
   

  
	
  VIII.

  	
  ADMINISTRATION OF FUNDS

  	
  VIII-1

  
	
   

  	
   

  	
   

  
	
  IX.

  	
  NATURE OF THE PLAN

  	
  IX-1

  
	
   

  	
   

  	
   

  
	
  X.

  	
  MISCELLANEOUS

  	
  X-1

  




 i
 








FOREST
OIL CORPORATION



EXECUTIVE DEFERRED COMPENSATION PLAN



W I T N E S S E T H :


WHEREAS,
Forest Oil Corporation (the “Company”) has heretofore adopted the FOREST OIL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN (the “Plan”) for the benefit of
its eligible employees; and


WHEREAS,
the Company desires to restate the Plan and to amend the Plan in several
respects, intending thereby to provide an uninterrupted and continuing program
of benefits;


NOW THEREFORE,
the Plan is hereby restated in its entirety as follows with no interruption in
time, effective as of January 1, 2005, except as otherwise indicated herein:



 ii














I.


Definitions and
Construction


1.1          Definitions.  The capitalized words or terms used in the
Plan and which are not otherwise defined herein shall have the same meanings as
such words or terms have in the Retirement Savings Plan of Forest Oil
Corporation, as the same may be amended from time to time.  Where the following words and phrases appear
in the Plan, they shall have the respective meanings set forth below, unless
their context clearly indicates to the contrary.


(1)                                  Account(s):  A Member’s Grandfathered Account and/or
Deferral Account and the amounts credited thereto.  A Member shall have a 100% nonforfeitable
interest in his Accounts at all times.


(2)                                  Affiliate:  With respect to a person, any other person
with whom the person would be considered a single employer under section 414(b)
of the Code (employees of controlled group of corporations), and any other
person with whom the person would be considered a single employer under section
414(c) of the Code (employees of partnerships, proprietorships, etc., under
common control). 


(3)                                  Change of Control:  The occurrence of any one or more of the
following events: (i) the Company shall not be 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 upon 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 shall cease to
constitute a majority of the Company’s Board of Directors.  Notwithstanding the foregoing, the term “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.


(4)                                  Code: 
The Internal Revenue Code of 1986, as amended.


(5)                                  Committee:  The Compensation Committee of the Board of
Directors of the Company.


(6)                                  Company: Forest Oil
Corporation.


(7)                                  Compensation: Amounts equal to a
Member’s “Compensation,” as such term is defined under the Retirement Savings
Plan, including amounts a Member could have received in cash in lieu of
Compensation deferrals pursuant to Section 3.1, and without regard to the
maximum dollar limitation of section 401(a)(17) of the Code.



 I-1
 








(8)                                  Deferral Account:  An individual account for each Member to
which is credited, from and after the Effective Date, his Compensation
deferrals pursuant to Section 3.1, the Employer Deferrals made on his behalf
pursuant to Section 3.2, and which reflects such Account’s allocation of
earnings and/or changes in value as provided in Section 3.3.


(9)                                  Directors:  The Board of Directors of the Company.


(10)                            Discretionary Contribution Percentage:  For each Plan Year and with respect to each Member,
the percentage obtained by dividing (i) the Employer Discretionary
Contribution, if any, allocated to such Member’s Employer Contribution Account
under the Retirement Savings Plan for such Plan Year by (ii) the amount of such
Member’s “Compensation” (as such term is defined in the Retirement Savings
Plan) that was considered under the Retirement Savings Plan to determine such
allocation for such Plan Year.


(11)                            Effective Date:  January 1, 2005, as to this restatement of
the Plan, except as otherwise indicated in specific provisions of the
Plan.  The original effective date of the
Plan was July 1, 1994.


(12)                            Employer: The Company and any
other adopting entity that adopts the Plan pursuant to the provisions of
Section 2.3.


(13)                            Employer Deferrals:  Deferrals made by the Employer on a Member’s
behalf pursuant to Section 3.2.


(14)                            Entry Date:  The first day of each Plan Year.


(15)                            Funds: 
The investment funds designated from time to time for the deemed
investment of Accounts pursuant to Article IV.


(16)                            Grandfathered Account:  An
individual account for each Member to which is credited all amounts, if any,
deferred under the Plan by or on behalf of such Member prior to the Effective
Date plus all allocations of earnings on such amounts prior to the Effective
Date.  From and after the Effective Date,
a Member’s Grandfathered Account shall not be credited with any Compensation
deferrals pursuant to Section 3.1 or any Employer Deferrals pursuant to Section
3.2, but such Account shall be adjusted to reflect such Account’s allocation of
earnings and/or changes in value as provided in Section 3.3.


(17)                            Match Compensation: 
Amounts equal to a Member’s Compensation plus amounts of base salary
that a Member elects to defer pursuant to the Salary Deferral Plan.


(18)                            Member: Each individual who
has been selected for participation in the Plan and who has become a Member
pursuant to Article II.


(19)                            Plan: 
The Forest Oil Corporation Executive Deferred Compensation Plan, as
amended from time to time.


(20)                            Plan Year:  The twelve-consecutive month period
commencing January 1 of each year.



 I-2
 








(21)                            Retirement Savings Plan:  The Retirement Savings Plan of Forest Oil
Corporation, as amended from time to time.


(22)                            Salary Deferral
Plan:  The Forest Oil
Corporation Salary Deferral Deferred Compensation Plan.


(23)                            Termination of Service:  A Member’s separation from service with the
Employer and its Affiliates within the meaning of section 409A(a)(2)(A)(i) of
the Code (and applicable administrative guidance thereunder).


(24)                            Trust: 
The trust, if any, established under the Trust Agreement.


(25)                            Trust Agreement:  The agreement, if any, entered into between
the Company and the Trustee pursuant to Article IX.


(26)                            Trust Fund:  The funds and properties, if any, held
pursuant to the provisions of the Trust Agreement, together with all income,
profits and increments thereto.


(27)                            Trustee:  The trustee or trustees qualified and acting
under the Trust Agreement at any time.


(28)                            Valuation Dates:  December 31, 2004 and, for the period
beginning on the Effective Date through December 31, 2006, the last day of each
calendar month.  From and after January
1, 2007, each calendar day shall be a Valuation Date.


1.2          Number and Gender.  Wherever
appropriate herein, words used in the singular shall be considered to include
the plural and words used in the plural shall be considered to include the
singular.  The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.


1.3          Headings.  The headings of Articles and Sections herein
are included solely for convenience, and if there is any conflict between such
headings and the text of the Plan, the text shall control.



 I-3















II.


Participation


2.1          Participation.  Prior to each Entry Date, the Committee, in
its sole discretion, shall select and notify those management or highly
compensated employees of the Employer who shall be eligible to become Members
as of such Entry Date.  Any such eligible
employee may become a Member on such Entry Date by executing and filing with
the Committee, prior to such Entry Date, the form prescribed by the
Committee.  Such form shall include,
among other things prescribed by the Committee, the consent of such Member to
be subject to all of the terms and provisions of the Plan including, without
limitation, the Compensation deferral provisions set forth in Section 3.1.  Subject to the provisions of Section 2.2, a
Member shall remain eligible to defer Compensation hereunder and receive an
allocation of Employer Deferrals for each Plan Year following his initial year
of participation in the Plan.  By
participating in the Plan for a Plan Year that begins after December 31, 2006,
a Member agrees that he shall not make any changes during such Plan Year to his
deferral election with respect to Before-Tax Contributions for such Plan Year
under the Retirement Savings Plan.


2.2          Cessation of Active Participation.  Notwithstanding any provision herein to the
contrary, an individual who has become a Member of the Plan shall cease to be
entitled to defer Compensation hereunder or receive an allocation of Employer
Deferrals effective as of the Entry Date of any subsequent Plan Year designated
by the Committee.  Any such Committee
action shall be communicated to the affected individual prior to such Entry
Date.  Further, an individual who has
become a Member of the Plan may cancel his Compensation deferrals hereunder and
his right to receive an allocation of Employer Deferrals, effective as of the
Entry Date of any subsequent Plan Year, by executing and delivering to the
Employer the form prescribed by the Committee prior to such Entry Date and
within the time period prescribed by the Committee.  An individual described in the preceding
provisions of this Section may again become entitled to defer Compensation
hereunder and receive an allocation of Employer Deferrals beginning on any
subsequent Entry Date selected by the Committee in its sole discretion.


2.3          Adopting Entities.  It is contemplated that other entities may
adopt the Plan and thereby become an Employer. 
Any such entity, whether or not presently existing, may become a party
hereto by appropriate action of its officers without the need for approval of
its board of directors or of the Committee or the Directors; provided, however,
that such entity must be an Affiliate of the Company.  The provisions of the Plan shall apply
separately and equally to each Employer and its employees in the same manner as
is expressly provided for the Company and its employees, except that (a) the
power to appoint or otherwise affect the Trustee and the power to amend or
terminate the Plan or amend the Trust Agreement shall be exercised by the
Committee alone and (b) the determination of whether a Change of Control has
occurred shall be made based solely on the Company.  Any Employer may, by appropriate action of
its officers without the need for approval of its board of directors (or
noncorporate counterpart) or the Committee or the Directors, terminate its
participation in the Plan effective immediately prior to the start of any
subsequent Plan Year.  Moreover, the
Committee may, in its discretion, terminate an Employer’s Plan participation
effective immediately prior to the start of any subsequent Plan Year; provided,
however, that if an Employer ceases to be an Affiliate of the Company, such



 II-1
 









Employer’s Plan participation may be terminated by the
Committee effective immediately upon such cessation.



 II-2














III.


Account Credits and
Allocations of Income or Loss


3.1          Member
Deferrals.


(a)           For each payroll period
in which a Member’s Before-Tax Contributions under the Retirement Savings Plan
are limited as a result of the limitations contained in section 401(a)(17)
and/or 402(g) of the Code, the Employer shall withhold from such Member’s
Compensation for such payroll period and the Member shall defer hereunder the
amount by which such Member’s Before-Tax Contributions to the Retirement
Savings Plan are reduced solely because of the application of such limitations;
provided, however, that (i) any amount withheld and deferred pursuant to this
sentence shall be determined based upon the assumption that the Member’s
election with respect to the percentage rate of his Before-Tax Contributions
under the Retirement Savings Plan in effect during such payroll period is equal
to the percentage rate of his Before-Tax Contributions in effect on the first
day of the Plan Year in which such payroll period occurs and (ii) the limitation
contained in section 402(g) of the Code for a Plan Year beginning after
December 31, 2006, shall be determined by including in such limitation the “catch-up
contributions”, if any, a Member is eligible to defer under the Retirement
Savings Plan for such Plan Year pursuant to section 414(v) of the Code.  For purposes of determining the amount of a
Member’s Compensation to be withheld and deferred under the preceding sentence
(for each payroll period in which a Member’s Before-Tax Contributions under the
Retirement Savings Plan are limited as described in the preceding sentence),
the amount of the Member’s Compensation shall be deemed to be the Member’s
Match Compensation.  Notwithstanding the
foregoing, the maximum amount that may be withheld and deferred for any payroll
period shall be the amount of 80% of the Member’s Compensation for such period.


(b)           For each Plan Year in
which a Member’s Before-Tax Contributions under the Retirement Savings Plan are
limited as a result of the limitations contained in section 401(k)(3) and/or
415 of the Code, the Company shall withhold from such Member’s Compensation and
the Member shall defer hereunder an amount equal to the reduction in such
Member’s Before-Tax Contributions to the Retirement Savings Plan as a result
solely of the application of such limitations.


(c)           A Member’s compensation
deferrals shall become effective as of the Entry Date which is coincident with
or next following the date the Member executes and files with the Committee the
form described in Section 2.1.  A Member’s
compensation deferrals shall remain in force and effect unless and until such
deferrals are to cease in accordance with the provisions of Section 2.2.  Compensation for a Plan Year not deferred by
a Member pursuant to the above paragraphs shall be received by such Member in
cash.  Compensation deferrals made by a
Member shall be credited to such Member’s Deferral Account as of the date upon
which the Compensation deferred would have been received by such Member in cash
had no deferral been made pursuant to this Section 3.1.



 III-1
 








3.2          Employer Deferrals.


(a)           As of the last day of
each calendar month, the Employer shall credit a Member’s Deferral Account with
an amount which equals a specified percentage (the “Match Percentage”) of the
deferrals made by such Member pursuant to Section 3.1(a) (determined without
regard to the final sentence thereof, which provides that the maximum amount
that may be withheld and deferred for any payroll period shall be the amount of
80% of the Member’s Compensation for such period) and Section 3.1(b) during
such month that are not in excess of a specified percentage (the “Compensation
Percentage”) of such Member’s Match Compensation for such month.  For purposes of the preceding sentence, the
Match Percentage and the Compensation Percentage for a particular month shall
be determined based on the formula used for determining the amount of Employer
Matching Contributions under the Retirement Savings Plan for such month.  For example, if the Retirement Savings Plan provides
that the Employer Matching Contributions for a month shall equal 100% of the
Before-Tax Contributions that were made by a participant during such month that
were not in excess of 7% of such participant’s compensation for such month,
then the Match Percentage for such month shall equal 100%, and the Compensation
Percentage for such month shall equal 7%.


(b)           As of the last day of
each Plan Year, the Employer shall credit a Member’s Deferral Account with an
amount equal to the difference, if any, between (i) the Discretionary
Contribution Percentage applicable to such Member for such Plan Year multiplied
by such Member’s Compensation for such Plan Year, and (ii) the Employer
Discretionary Contribution allocated to such Member’s Employer Contribution Account
under the Retirement Savings Plan for such Plan Year.  Further, as of the last day of each Plan Year
in which the Employer Matching Contributions and/or Employer Discretionary
Contributions under the Retirement Savings Plan on behalf of a Member are limited
as a result of the limitations contained in section 401(m)(2) and/or 415 of the
Code, the Employer shall credit such Member’s Deferral Account with an amount
equal to the reduction in such Member’s share of such contributions to the
Retirement Savings Plan as a result solely of the application of such
limitations.


(c)          As of any date selected
by the Committee, the Employer may credit a Member’s Deferral Account with such
amount, if any, as the Committee shall determine in its sole discretion.  Such credits may be made on behalf of some
Members but not others, and such credits may vary in amount among individual
Members.


3.3          Earnings Credits;
Valuation of Accounts.


(a)           As of each Valuation
Date that occurs during the period beginning on the Effective Date and ending
on December 31, 2005, the Employer shall credit each Account of a Member with
an amount that equals 1% of the balance in such Account as of the next
preceding Valuation Date.


(b)           As of each Valuation
Date that occurs during the period beginning on January 1, 2006, and ending on
December 31, 2006, the Employer shall credit each Account of a Member with an
amount that equals one-half of 1% of the balance in such Account as of the next
preceding Valuation Date.



 III-2
 








(c)           From and after January
1, 2007, all amounts credited to a Member’s Accounts shall be deemed invested
as soon as administratively feasible among the Funds as provided in Article IV,
and the balance of each Account shall reflect the result of daily pricing of
the assets in which such Account is deemed invested from time to time until the
time of distribution.



 III-3















IV.


Deemed
Investment of Funds


The provisions of this Article IV shall be effective
from and after January 1, 2007.


Each Member shall designate, in accordance with the
procedures established from time to time by the Committee, the manner in which
the amounts allocated to his Accounts shall be deemed to be invested from among
the Funds made available from time to time for such purpose by the
Committee.  Such Member may designate one
of such Funds for the deemed investment of all the amounts allocated to his Accounts
or he may split the deemed investment of the amounts allocated to his Accounts
between such Funds in such increments as the Committee may prescribe.  If a Member fails to make a proper
designation, then his Accounts shall be deemed to be invested in the Fund or
Funds designated by the Committee from time to time in a uniform and
nondiscriminatory manner.


A Member may change his deemed investment designation
for future deferrals to be allocated to his Accounts.  Any such change shall be made in accordance
with the procedures established by the Committee, and the frequency of such
changes may be limited by the Committee.


A Member may elect to convert his deemed investment
designation with respect to the amounts already allocated to his Accounts.  Any such conversion shall be made in
accordance with the procedures established by the Committee, and the frequency
of such conversions may be limited by the Committee.



 IV-1















V.


In-Service
Distributions


5.1          Domestic Relations Order.  The Plan shall permit such acceleration of
the time or schedule of a payment to an individual other than a Member as may
be necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B)
of the Code).


5.2          No Other In-Service Distributions. 
Except as provided in Section 5.1, in-service distributions shall not be
permitted under the Plan.  Members shall
not be permitted to make withdrawals from the Plan prior to a Termination of Service.  Members shall not, at any time, be permitted
to borrow from the Trust Fund.  Following
a Member’s Termination of Service, the amounts credited to such Member’s
Accounts shall be payable to such Member in accordance with the provisions of
Article VI.



 V-1














VI.


Termination
Benefits


6.1          Amount of Benefit.  Upon a Member’s Termination of Service, the
Member, or, in the event of the Member’s death, the Member’s designated
beneficiary (as determined under Section 6.3), shall become entitled to receive
a benefit equal in value to the aggregate balance in the Member’s
Accounts.  With respect to distributions
made prior to January 1, 2007, the value of a Member’s Accounts shall be deemed
to be equal to the balance in his Accounts as of the Valuation Date next
preceding the date of the payment of the Member’s benefit pursuant to Section
6.2.  With respect to distributions made
on or after January 1, 2007, the value of a Member’s Accounts shall be
determined as of the Valuation Date next preceding the date of the payment of
the Member’s benefit pursuant to Section 6.2.


6.2           Time of
Payment.


(a)           Subject to the delayed
payment restriction of Section 6.2(b), a Member’s benefit under Section 6.1
shall be paid in a single lump sum, cash payment on one of the following dates
irrevocably elected by such Member in writing on the form prescribed by the
Committee on or before the date he becomes a Member of the Plan:


(1)           the first day of the
second calendar month following the month in which the Member’s Termination of
Service occurs; or


(2)           February 1 of the year
following the calendar year in which the Member’s Termination of Service
occurs.


In the event such
Member fails to timely elect the date upon which his benefit payment is to be
made, such benefit payment shall be made at the time provided in clause (1) of
the preceding sentence.


(b)           With respect to a Member who is identified as a specified employee within
the meaning of section 409A(a)(2)(B)(i) of the Code (and applicable
administrative guidance thereunder), (1) payment of the portion of the Member’s
Section 6.1 benefit that is attributable to his Grandfathered Account shall be
paid at the time provided in Section 6.2(a) and (2) payment of the portion of
the Member’s Section 6.1 benefit that is attributable to his Deferral Account
shall not be paid until the later of (i) the time provided in Section 6.2(a) or
(ii) the earlier of (A) the date that is six months after the Member’s Termination
of Service or (B) the date of death of the Member.  For purposes of identifying a specified
employee, the Plan’s identification date is December 31.


6.3          Designation of
Beneficiaries.


(a)           Each Member shall have
the right to designate the beneficiary or beneficiaries to receive payment of
his benefit in the event of his death. 
Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and



 VI-1
 








filing same with the Committee.  Any such designation may be changed at any
time by execution of a new designation in accordance with this Section.


(b)           If no such designation
is on file with the Committee at the time of the death of the Member or such
designation is not effective for any reason as determined by the Committee,
then the designated beneficiary or beneficiaries to receive such benefit shall
be as follows:


(i)            If a Member leaves a
surviving spouse, his benefit shall be paid to such surviving spouse;


(ii)           If a Member leaves no
surviving spouse, his benefit shall be paid to such Member’s executor or
administrator, or to his heirs at law if there is no administration of such
Member’s estate.


6.4          Accelerated Pay-Out
of Certain Benefits.  The Plan shall permit such
acceleration of the time or schedule of a payment to an individual other than a
Member as may be necessary to fulfill a domestic relations order (as defined in
section 414(p)(1)(B) of the Code). 


6.5          Payment of Benefits.  To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries,
except to the extent the Employer pays the benefits directly and provides
adequate evidence of such payment to the Trustee.  To the extent the Trustee does not or cannot
pay benefits out of the Trust Fund, the benefits shall be paid by the Employer.  Any benefit payments made to a Member or for
his benefit pursuant to any provision of the Plan shall be debited to such
Member’s Accounts.  All benefit payments
pursuant to any provision of the Plan shall be made in cash to the fullest
extent practicable.


6.6          Unclaimed Benefits.  In the case of a benefit payable on behalf of
a Member, if the Committee is unable to locate the Member or beneficiary to
whom such benefit is payable, upon the Committee’s determination thereof, such
benefit shall be forfeited to the Employer. 
Notwithstanding the foregoing, if subsequent to any such forfeiture the
Member or beneficiary to whom such benefit is payable makes a valid claim for
such benefit, such forfeited benefit (without any adjustment for earnings or
loss after the time of such forfeiture) shall be restored to the Plan by the
Employer and paid in accordance with the Plan.



 VI-2














VII.


Administration
of the Plan


7.1          The Committee. 
The general administration of the Plan shall be vested in the Committee.


7.2          Self-Interest of
Members.  No member of the
Committee shall have any right to vote or decide upon any matter relating
solely to himself under the Plan or to vote in any case in which his individual
right to claim any benefit under the Plan is particularly involved.  In any case in which a Committee member is so
disqualified to act and the remaining members cannot agree, the Directors shall
appoint a temporary substitute member to exercise all the powers of the
disqualified member concerning the matter in which he is disqualified.


7.3          Committee Powers and
Duties.  The Committee shall supervise the
administration and enforcement of the Plan according to the terms and
provisions hereof and shall have all powers necessary to accomplish these
purposes, including, but not by way of limitation, the right, power, and
authority:


(a)           To make rules,
regulations, and bylaws for the administration of the Plan that are not
inconsistent with the terms and provisions hereof, and to enforce the terms of
the Plan and the rules and regulations promulgated thereunder by the Committee;


(b)           To construe in its
discretion all terms, provisions, conditions, and limitations of the Plan;


(c)           To correct any defect
or to supply any omission or to reconcile any inconsistency that may appear in
the Plan in such manner and to such extent as it shall deem in its discretion
expedient to effectuate the purposes of the Plan;


(d)           To employ and
compensate such accountants, attorneys, investment advisors, and other agents,
employees, and independent contractors as the Committee may deem necessary or
advisable for the proper and efficient administration of the Plan;


(e)           To determine in its
discretion all questions relating to eligibility;


(f)            To determine whether
and when a Member has incurred a Termination of Service, and the reason for
such termination;


(g)           To make a determination
in its discretion as to the right of any person to a benefit under the Plan and
to prescribe procedures to be followed by distributees in obtaining benefits
hereunder;


(h)           To receive and review
reports from the Trustee as to the financial condition of the Trust Fund,
including its receipts and disbursements; and



 VII-1
 








(i)            To establish or
designate Funds as investment options as provided in Article IV.


7.4          Claims Review.


(a)           Definitions.  For purposes of this Section, the following
terms, when capitalized, will be defined as follows:


(1)           Act:  The Employee Retirement Income Security Act
of 1974, as amended.


(2)           Adverse Benefit
Determination:  Any denial, reduction
or termination of or failure to provide or make payment (in whole or in part)
for a Plan benefit, including any denial, reduction, termination or failure to
provide or make payment that is based on a determination of a Claimant’s
eligibility to participate in the Plan. 
Further, any invalidation of a claim for failure to comply with the
claim submission procedure will be treated as an Adverse Benefit Determination.


(3)           Benefits
Administrator:  The Company’s
Benefits Supervisor, or such other person or office to whom the Committee has
delegated day-to-day Plan administration responsibilities and who, pursuant to
such delegation, processes Plan benefit claims in the ordinary course.


(4)           Claimant:  A Member or beneficiary or an authorized
representative of such Member or beneficiary who has filed or desires to file a
claim for a Plan benefit.


(b)           Filing of Benefit
Claim.  To file a benefit claim under
the Plan, a Claimant must obtain from the Benefits Administrator the
information and benefit election forms, if any, provided for in the Plan and
otherwise follow the procedures established from time to time by the Committee
or the Benefits Administrator for claiming Plan benefits.  If, after reviewing the information so
provided, the Claimant needs additional information regarding his Plan
benefits, he may obtain such information by submitting a written request to the
Benefits Administrator describing the additional information needed.  A Claimant may only request a Plan benefit by
fully completing and submitting to the Benefits Administrator the benefit
election forms, if any, provided for in the Plan and otherwise following the
procedures established from time to time by the Committee or the Benefits
Administrator for claiming Plan benefits.


(c)           Processing of
Benefit Claim.  Upon receipt of a
fully completed benefit claim from a Claimant, the Benefits Administrator shall
determine if the Claimant’s right to the requested benefit, payable at the time
or times and in the form requested, is clear and, if so, shall process such
benefit claim without resort to the Committee. 
If the Benefits Administrator determines that the Claimant’s right to
the requested benefit, payable at the time or times and in the form requested,
is not clear, it shall refer the benefit claim to the Committee for review and
determination, which referral shall include:


(1)           All materials submitted
to the Benefits Administrator by the Claimant in connection with the claim;



 VII-2
 








(2)           A written description
of why the Benefits Administrator was of the view that the Claimant’s right to
the benefit, payable at the time or times and in the form requested, was not
clear;


(3)           A description of all
Plan provisions pertaining to the benefit claim;


(4)           Where appropriate, a
summary as to whether such Plan provisions have in the past been consistently
applied with respect to other similarly situated Claimants; and


(5)           Such other information
as may be helpful or relevant to the Committee in its consideration of the
claim.


If the Claimant’s claim is referred to the Committee, the Claimant may
examine any relevant document relating to his claim and may submit written
comments or other information to the Committee to supplement his benefit
claim.  Within 90 days of receipt of a
fully completed benefit claim form from a Claimant that has been referred to
the Committee by the Benefits Administrator (or such longer period as may be
necessary due to unusual circumstances or to enable the Claimant to submit
comments, but in any event not later than will permit the Committee sufficient
time to fully and fairly consider the claim and make a determination within the
time frame provided in Section 7.4(d)), the Committee shall consider the
referral regarding the claim of the Claimant and make a decision as to whether
it is to be approved, modified or denied. 
If the claim is approved, the Committee shall direct the Benefits
Administrator to process the approved claim as soon as administratively
practicable.


(d)           Notification of
Adverse Benefit Determination.  In
any case of an Adverse Benefit Determination of a claim for a Plan benefit, the
Committee shall furnish written notice to the affected Claimant within a
reasonable period of time but not later than 90 days after receipt of such
claim for Plan benefits (or within 180 days if special circumstances
necessitate an extension of the 90-day period and the Claimant is informed of
such extension in writing within the 90-day period and is provided with an
extension notice consisting of an explanation of the special circumstances
requiring the extension of time and the date by which the benefit determination
will be rendered).  Any notice that denies
a benefit claim of a Claimant in whole or in part shall, in a manner calculated
to be understood by the Claimant:


(1)           State the specific
reason or reasons for the Adverse Benefit Determination;


(2)           Provide specific
reference to pertinent Plan provisions on which the Adverse Benefit Determination
is based;


(3)           Describe any additional
material or information necessary for the Claimant to perfect the claim and
explain why such material or information is necessary; and


(4)           Describe the Plan’s
review procedures and the time limits applicable to such procedures, including
a statement of the Claimant’s right to bring a civil action under section
502(a) of the Act following an Adverse Benefit Determination on review.



 VII-3
 








(e)           Review of Adverse
Benefit Determination.  A Claimant
has the right to have an Adverse Benefit Determination reviewed in accordance
with the following claims review procedure:


(1)           The Claimant must
submit a written request for such review to the Committee not later than 60
days following receipt by the Claimant of the Adverse Benefit Determination
notification;


(2)           The Claimant shall have
the opportunity to submit written comments, documents, records, and other
information relating to the claim for benefits to the Committee;


(3)           The Claimant shall have
the right to have all comments, documents, records, and other information
relating to the claim for benefits that have been submitted by the Claimant
considered on review without regard to whether such comments, documents,
records or information were considered in the initial benefit determination;
and


(4)           The Claimant shall have
reasonable access to, and copies of, all documents, records, and other
information relevant to the claim for benefits free of charge upon request,
including (i) documents, records or other information relied upon for the
benefit determination, (ii) documents, records or other information submitted,
considered or generated without regard to whether such documents, records or
other information were relied upon in making the benefit determination, and
(iii) documents, records or other information that demonstrates compliance with
the standard claims procedure.


The decision on review by the Committee will be binding and conclusive
upon all persons, and the Claimant shall neither be required nor be permitted
to pursue further appeals to the Committee.


(f)            Notification of
Benefit Determination on Review. 
Notice of the Committee’s final benefit determination regarding an
Adverse Benefit Determination will be furnished in writing or electronically to
the Claimant after a full and fair review. 
Notice of an Adverse Benefit Determination upon review will:


(1)           State the specific
reason or reasons for the Adverse Benefit Determination;


(2)           Provide specific
reference to pertinent Plan provisions on which the Adverse Benefit Determination
is based;


(3)           State that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
Claimant’s claim for benefits including (i) documents, records or other
information relied upon for the benefit determination, (ii) documents, records
or other information submitted, considered or generated without regard to
whether such documents, records or other information were relied upon in making
the benefit



 VII-4
 








determination, and (iii)
documents, records or other information that demonstrates compliance with the
standard claims procedure; and


(4)           Describe the Claimant’s
right to bring an action under section 502(a) of the Act.


The Committee shall notify a Claimant of its determination on review
with respect to the Adverse Benefit Determination of the Claimant within a
reasonable period of time but not later than 60 days after the receipt of the
Claimant’s request for review unless the Committee determines that special
circumstances require an extension of time for processing the review of the
Adverse Benefit Determination.  If the
Committee determines that such extension of time is required, written notice of
the extension (which shall indicate the special circumstances requiring the
extension and the date by which the Committee expects to render the
determination on review) shall be furnished to the Claimant prior to the
termination of the initial 60-day review period.  In no event shall such extension exceed a
period of 60 days from the end of the initial 60-day review period.  In the event such extension is due to the
Claimant’s failure to submit necessary information, the period for making the
determination on a review will be tolled from the date on which the
notification of the extension is sent to the Claimant until the date on which
the Claimant responds to the request for additional information.


(g)           Exhaustion of
Administrative Remedies.  Completion
of the claims procedures described in this Section will be a condition
precedent to the commencement of any legal or equitable action in connection
with a claim for benefits under the Plan by a Claimant or by any other person
or entity claiming rights individually or through a Claimant; provided, however,
that the Committee may, in its sole discretion, waive compliance with such
claims procedures as a condition precedent to any such action.


(h)           Payment of Benefits.  If the Benefits Administrator or Committee
determines that a Claimant is entitled to a benefit hereunder, payment of such
benefit will be made to such Claimant (or commence, as applicable) as soon as
administratively practicable after the date the Benefits Administrator or
Committee determines that such Claimant is entitled to such benefit or on such
other date as may be established pursuant to the Plan provisions.


(i)            Authorized
Representatives.  An authorized
representative may act on behalf of a Claimant in pursuing a benefit claim or
an appeal of an Adverse Benefit Determination. 
An individual or entity will only be determined to be a Claimant’s
authorized representative for such purposes if the Claimant has provided the
Committee with a written statement identifying such individual or entity as his
authorized representative and describing the scope of the authority of such
authorized representative.  In the event
a Claimant identifies an individual or entity as his authorized representative
in writing to the Committee but fails to describe the scope of the authority of
such authorized representative, the Committee shall assume that such authorized
representative has full powers to act with respect to all matters pertaining to
the Claimant’s benefit claim under the Plan or appeal of an Adverse Benefit
Determination with respect to such benefit claim.


7.5          Employer to Supply
Information.  The Employer shall
supply full and timely information to the Committee, including, but not limited
to, information relating to each



 VII-5
 








Member’s Compensation,
age, retirement, death, or other cause of Termination of Service and such other
pertinent facts as the Committee may require. 
The Employer shall advise the Trustee of such of the foregoing facts as
are deemed necessary for the Trustee to carry out the Trustee’s duties under
the Plan and the Trust Agreement.  When
making a determination in connection with the Plan, the Committee shall be
entitled to rely upon the aforesaid information furnished by the Employer.


7.6          Indemnity.  To the extent permitted by applicable law,
the Company shall indemnify and save harmless the Directors and each member of
the Committee against any and all expenses, liabilities and claims (including
legal fees incurred to defend against such liabilities and claims) arising out
of their discharge in good faith of responsibilities under or incident to the
Plan.  Expenses and liabilities arising
out of willful misconduct shall not be covered under this indemnity.  This indemnity shall not preclude such
further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, as such indemnities are
permitted under applicable law.



 VII-6















VIII.


Administration
of Funds


8.1          Payment of Expenses.  All expenses incident to the administration
of the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Employer and, if not
paid by the Employer, shall be paid by the Trustee from the Trust Fund, if any.


8.2          Trust Fund Property.  All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties of
any kind at any time received or held by the Trustee, if any, shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms of the
Trust Agreement.  The Committee shall
maintain one or more Accounts in the name of each Member, but the maintenance
of an Account designated as the Account of a Member shall not mean that such
Member shall have a greater or lesser interest than that due him by operation
of the Plan and shall not be considered as segregating any funds or property
from any other funds or property contained in the commingled fund.  No Member shall have any title to any
specific asset in the Trust Fund, if any.



 VIII-1















IX.


Nature of
the Plan


The Employer intends and desires by the adoption of
the Plan to recognize the value to the Employer of the past and present
services of employees covered by the Plan and to encourage and assure their
continued service with the Employer by making more adequate provision for their
future retirement security.  The
establishment of the Plan is, in part, made necessary by certain benefit
limitations which are imposed on the Retirement Savings Plan by the Code.  The Plan is intended to constitute an
unfunded, unsecured plan of deferred compensation for a select group of
management or highly compensated employees of the Employer.  Plan benefits herein provided are a
contractual obligation of the Employer and shall be paid out of the Employer’s
general assets.  Nevertheless, subject to
the terms hereof and of the Trust Agreement, the Employer may transfer money or
other property to the Trustee to provide Plan benefits hereunder, and the
Trustee shall pay Plan benefits to Members and their beneficiaries out of the
Trust Fund.


The Committee, in its sole discretion, may establish
the Trust and direct the Employer to enter into the Trust Agreement.  Notwithstanding the foregoing, immediately
prior to the occurrence of a Change of Control, the Employer shall enter into
the Trust Agreement and shall fund the Trust with money or other property
having an aggregate value equal to not less than the aggregate balance in the
Accounts maintained under the Plan on behalf of all Members and beneficiaries
(determined as of the day immediately preceding the date of such funding of the
Trust); provided, however, that the Employer shall not be required to take the
actions described in this sentence if such actions would result in adverse tax
consequences to one or more of the Members pursuant to Section 409A(b) of the
Code.  If the Employer enters into the
Trust Agreement, then the Employer shall remain the owner of all assets in the
Trust Fund and the assets shall be subject to the claims of the Employer’s
creditors if the Employer ever becomes insolvent.  For purposes hereof, the Employer shall be
considered “insolvent” if (a) the Employer is unable to pay its debts as such
debts become due or (b) the Employer is subject to a pending proceeding as a
debtor under the United Sates Bankruptcy Code (or any successor federal
statute).  The chief executive officer of
the Employer and its board of directors shall have the duty to inform the
Trustee in writing if the Employer becomes insolvent. Such notice given under
the preceding sentence by any party shall satisfy all of the parties’ duty to
give notice.  When so informed, the
Trustee shall suspend payments to the Members and hold the assets for the
benefit of the Employer’s general creditors. 
If the Trustee receives a written allegation that the Employer is
insolvent, the Trustee shall suspend payments to the Members and hold the Trust
Fund for the benefit of the Employer’s general creditors, and shall determine
in the manner specified in the Trust Agreement whether the Employer is
insolvent.  If the Trustee determines
that the Employer is not insolvent, the Trustee shall resume payments to the
Members.  No Member or beneficiary shall
have any preferred claim to, or any beneficial ownership interest in, any
assets of the Trust Fund, and, upon commencement of participation in the Plan,
each Member shall have agreed to waive his priority credit position, if any,
under applicable state law with respect to the assets of the Trust Fund.



 IX-1















X.


Miscellaneous


10.1        Not Contract of Employment.  The adoption and maintenance of the Plan
shall not be deemed to be a contract between the Employer and any person or to
be consideration for the employment of any person.  Nothing herein contained shall be deemed to
(a) give any person the right to be retained in the employ of the Employer, (b)
restrict the right of the Employer to discharge any person at any time, (c)
give the Employer the right to require any person to remain in the employ of
the Employer, or (d) restrict any person’s right to terminate his employment at
any time.


10.2        Alienation of Interest Forbidden.  The interest of a Member or his beneficiary
or beneficiaries hereunder may not be sold, transferred, assigned, or
encumbered in any manner, either voluntarily or involuntarily, and any attempt
to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge
the same shall be null and void; neither shall the benefits hereunder be liable
for or subject to the debts, contracts, liabilities, engagements or torts of
any person to whom such benefits or funds are payable, nor shall they be an
asset in bankruptcy or subject to garnishment, attachment or other legal or
equitable proceedings.  Notwithstanding
the foregoing, the Plan shall comply with the terms of a domestic relations
order as provided in Sections 5.1 and 6.4.


10.3        Withholding.  All Compensation deferrals and Employer
Deferrals and payments provided for hereunder shall be subject to applicable
withholding and other deductions as shall be required of the Employer under any
applicable local, state or federal law.


10.4        Amendment and Termination.
The Committee may from time to time, in its discretion, amend, in whole or in
part, any or all of the provisions of the Plan; provided, however, that no
amendment may be made that would impair the rights of a Member with respect to
amounts already allocated to his Accounts. 
The Committee may terminate the Plan at any time.  In the event that the Plan is terminated, the
balance in a Member’s Accounts shall be paid to such Member or his designated
beneficiary at the time specified by the Committee in a single lump sum, cash
payment in full satisfaction of all of such Member’s or beneficiary’s benefits
hereunder.  Notwithstanding the preceding
provisions of this Section, (a) to the extent required by section 409A of the
Code, the Plan may not be amended or terminated in a manner that would give
rise to an impermissible acceleration of the time or form of a payment of a
benefit under the Plan pursuant to section 409A(a)(3) of the Code and any
regulations or guidance issued thereunder and (b) if the Committee determines
that the terms of the Plan do not, in whole or in part, satisfy the
requirements of section 409A of the Code, then the Committee may, in its sole
discretion, amend the Plan (without obtaining the consent of any Member) in
such manner as the Committee deems appropriate to comply with section 409A of
the Code and any regulations or guidance issued thereunder.


10.5        Severability.  If any provision of the Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof; instead, each



 X-1
 









provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.


10.6        Guaranty.  Notwithstanding any provisions of the Plan to
the contrary, in the event any Affiliate of the Company that adopts the Plan
pursuant to Section 2.3 hereof fails to make payment of the benefits due under
the Plan on behalf of its Members, whether directly or through the Trust, the
Company shall, during the period that such entity is an Affiliate of the
Company, be liable for and shall make payment of such benefits due as a guarantor
of such entity’s obligations hereunder. 
The guaranty obligations provided herein shall (a) be satisfied directly
and not through the Trust and (b) terminate with respect to a particular entity
as of the date such entity ceases to be an Affiliate of the Company.


10.7        Governing Laws.  All provisions of the Plan shall be construed in accordance with the
laws of Colorado except to the extent preempted by federal law.



 X-2















EXECUTED this 30th
day of November, 2006.


	
  

  	
  FOREST OIL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CYRUS D. MARTER IV

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Cyrus D. Marter IV

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General Counsel and

  Secretary

  
					



 



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