Exhibit 10.2

FOREST OIL CORPORATION  PHANTOM STOCK UNIT AGREEMENT

This Phantom Stock Unit Agreement ("Agreement") is made as of the            day
of            , 20    ("Date of Grant"), between Forest Oil
Corporation, a New York corporation ("Forest"), andEMPLOYEE NAME("Employee"). The defined term "Company" shall include Forest and its Affiliates, as
defined in the Forest Oil Corporation 2001 Stock Incentive Plan (the "Plan").

1.Award.In consideration of the services that the Employee has provided to the Company
during 20    and the services to be provided by Employee to the Company in Canada in the future, Forest hereby makes a grant of Phantom Stock Units (as defined below) subject to the terms
and conditions contained herein and in the Plan, which is available on the Forest intranet at the following site:http://corpweb1/. For paper copies of
the Plan and prospectus please contact Stock Administration, 707 Seventeenth Street, Suite 3600, Denver, CO 80202, or call 303.812.1502 or 303.812.1579.



2.Phantom Stock Units.The Employee hereby accepts the Phantom Stock Units when issued
and agrees with respect thereto as follows:



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Percentage of Units Vesting

Vesting Date




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The
product of:



Any
cash payment in settlement of Phantom Stock Units shall be payable in Canadian dollars.



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3.Rights as Stockholder.The Phantom Stock Units represent an unsecured and unfunded
right to receive a payment in Shares or cash, as applicable, which right is subject to the terms, conditions and restrictions set forth in this Agreement and the Plan. Accordingly, the Employee will
have no rights as a stockholder with respect to any Shares covered by this Phantom Stock Unit Agreement until the Phantom Stock Units vest and the Shares, if any, are issued by the Company and are
deposited in the Employee's account at a transfer agent or other custodian selected by the Committee, or are issued to the Employee with respect to those vested Shares.

4.Employment Relationship.A period of notice, if any, or payment in lieu thereof, upon
termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of this Agreement. Without limiting the scope of the preceding
sentence, it is expressly provided that the Employee shall be considered to have terminated employment with the Company at the time of the termination of the "Affiliate" status under the Plan of the
entity or other organization that employs the Employee. Nothing in the adoption of the Plan, nor the award of Phantom Stock Units thereunder pursuant to this Agreement, shall confer upon the Employee
the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final. The Employee waives any and all right to compensation or
damages in consequence of termination of employment (whether lawfully or unlawfully) or otherwise whatsoever insofar as those rights arise or may arise from the Employee's ceasing to have rights under
or be entitled to receive any Shares or cash payment under the Plan as a result of such termination of employment or pursuant to Section 2(a) of this Agreement.

5.Committee's Powers.No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan,
including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Phantom Stock Units.

6.Resolution of Disputes.As a condition of the granting of the Phantom Stock Units
hereby, the Employee and the Employee's heirs, personal representatives and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the Committee in its sole
discretion

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and
judgment, and that any such determination and any interpretation by the Committee of this Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company,
Employee, Employee's heirs, personal representatives and successors or any person or entity claiming through any of them.

7.Binding Effect.This Agreement shall be binding upon and enure to the benefit of any
successor to the Company and all persons lawfully claiming under the Employee.

8.Entire Agreement; Amendment.This Agreement replaces and merges all previous
agreements and discussions relating to the same or similar subject matters between the Employee and the Company and constitutes the entire agreement between the Employee and the Company with respect
to the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the
Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. Any modification of this Agreement shall be
effective only if it is in writing and signed by both the Employee and an authorized officer of the Company.

9.Notices.Any notices or other communications provided for in this Agreement shall be
sufficient if in writing. In the case of the Employee, such notices or communications shall be effectively delivered if hand delivered to the Employee at his principal place of employment or if sent
by registered or certified mail to the Employee at the last address the Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered
if sent by registered or certified mail to Forest at its principal executive offices.

10.Controlling Law.This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.

IN WITNESS WHEREOF, Forest has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has
executed this Agreement, all as of the date first above written.

| |  | FOREST OIL CORPORATION
| |  | ----------------------
| |  |                       
| |  |                       
| |  | By:                   
| |  |                       
| |  |                       
| |  | EMPLOYEE              
| |  |                       
| |  |                       
| |  | [Employee Name]       

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