Exhibit 10.2

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT(this "Agreement") is made as of the        day
of                        ,
200    , between Forest Oil Corporation, a New York corporation (the "Company"), and(the "Employee").

1.Award.Pursuant to the Forest Oil Corporation 2001
[2007] Stock Incentive Plan, as amended (the "Plan"), as of the date of this Agreement,                        shares of the
Company's common stock, par value $.10 per share (the
"Restricted Stock"), shall be issued as hereinafter provided in the Employee's name subject to certain restrictions thereon, in consideration of services that the Employee has performed for the
Company in 20    and services to be provided to the Company in the future. The Restricted Stock shall be issued upon acceptance of this Agreement by the Employee and upon satisfaction of
the conditions of this Agreement. This award of Restricted Stock shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, which is available on
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. In the event of
any conflict between the terms of this Agreement and the Plan, the Plan shall control.

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



---





Lapse Date

Percentage of Total Number of
Shares of Restricted Stock as to
Which Forfeiture Restrictions Lapse




2

---





3.Withholding of Tax.To the extent that the receipt of the
Restricted Stock or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal, state or local income tax purposes, the Employee shall deliver to the
Company at the time of such receipt or lapse, as the case may be, such amount of shares of common stock of the Company or money as the Company may require to meet its obligation under applicable tax
laws or regulations, in accordance with the sub-sections below.



3

---





4.Status of Stock.The Employee agrees that the Restricted
Stock issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. The Employee also
agrees that (i) certificates, if any, representing the Restricted Stock may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to
assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed
transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (iii) the Company may give
related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

5.Employment Relationship.For purposes of this Agreement, the
Employee shall be considered to be in the employment of the Company as long as the Employee remains an employee of either the Company, an Affiliate (as such term is defined in the Plan), or any
successor corporation. 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 the Restricted Stock
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. Unless otherwise provided in a written employment agreement or by applicable law, the Employee's employment by the Company shall be on an at-will basis, and the employment
relationship may be terminated at any time by either the Employee or the Company for any reason whatsoever, with or without cause. 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.

4

---



6.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 the Company at its principal executive offices.

7.Parachute Payment.In the event that the receipt of the
Restricted Stock or the lapse of any Forfeiture Restrictions would constitute a parachute payment (within the meaning of section 280G of the Code) at a time when the Employee's Severance
Agreement, if any, with the Company that is in effect as of the date hereof (or any successor agreement) is in effect, then the amount of such parachute payment shall be treated as a payment to the
Employee for purposes of determining the amount of any gross-up payment to be made to the Employee under the terms of any such Severance Agreement (or any successor agreement) with respect
to the excise tax imposed by Section 4999 of the Code.

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. Except as provided below, 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.Binding Effect.This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee.

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, the Company 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              
| |  |                       
| |  |                       
| |  |                       
| |  |                       

5

---



QuickLinks