Exhibit 10.1

FOREST OIL CORPORATION  PHANTOM STOCK UNIT AGREEMENT

THIS PHANTOM STOCK UNIT AGREEMENT(this "Agreement") is made as of
the                        
day of                                    , 2009 (the "Date of Grant"),
 between Forest Oil Corporation, a New York corporation (the "Company"),
and                                    (the "Employee").

1.Award.    Pursuant to theFOREST OIL CORPORATION 2007 STOCK INCENTIVE
PLAN, as amended (the "Plan"), the Company hereby makes a grant of phantom stock units with respect
to                                    shares of the Company's common
stock, par value $.10 per
share (the "Phantom Stock Units"). The Employee agrees that this award of Phantom Stock Units constitutes a Phantom Stock Award under the Plan and shall be subject to all of the terms and provisions
of the Plan, including future amendments thereto, if any, which is available on the Company's intranet at the following site:http://corpweb1/. For
paper copies of the Plan and prospectus, the Employee may contact Stock Administration, 707 Seventeenth Street, Suite 3600, Denver, CO 80202, or call 303.812.1502.

2.Definitions.    Capitalized terms used in this Agreement that are not defined below or in the body of this
Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated
below:



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



4.Withholding of Tax.    The Company may withhold from any payment made pursuant to this Agreement all federal,
state, city and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling and all other customary deductions made with respect to the Company's employees
generally. The Employee acknowledges and agrees that the Company is making no representation or warranty as to the tax consequences to the Employee as a result of the receipt of the Phantom Stock
Units, the lapse of any Forfeiture Restrictions or the forfeiture of any Phantom Stock Units pursuant to the Forfeiture Restrictions.

5.Rights as Stockholder.    The Phantom Stock Units represent an unsecured and unfunded right to receive a cash
payment, 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 Phantom Stock Units granted under this Agreement. Without limiting

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the
scope of the preceding sentence, the Employee will have no rights to vote or receive dividend equivalents with respect to any shares covered by Phantom Stock Units granted under this Agreement.

6.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 has not incurred a "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable
administrative guidance issued thereunder. Nothing in the adoption of the Plan, nor the award of the 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. 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 or for no reason, with or without cause or notice. 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 or its delegate, and its determination shall be final.

7.Conditions to Plan Participation and Receipt of Phantom Stock Units.    In consideration of the grant of the
Phantom Stock Units, and in order to protect the interests of the Company, its Affiliates, and their respective equity holders and employees, the Employee acknowledges and agrees that it is a
condition precedent to his or her right to participate in, continue to participate in, and receive benefits under the Plan (including receipt of the Phantom Stock Units) that (a) the Employee
shall at all times comply with laws (whether domestic or foreign) applicable to the Employee's actions on behalf of the Company or any Affiliate, (b) the Employee shall not commit any action
that results in the Employee's employment being subject to a termination for cause, and (c) the Employee shall at all times fully and faithfully comply with all material covenants and
agreements set forth in this Agreement. By entering into this Agreement, the parties hereto agree that the conditions to participation in the Plan set forth in this Section are an essential component
of the Plan and this Agreement, and it is their intent that such conditions not be severed from the other terms and provisions of the Plan and this Agreement.

8.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 the Employee's 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.

9.Parachute Payment.    In the event that the receipt of the Phantom Stock Units 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 of Grant (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.

10.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.

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11.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.

12.Controlling Law.This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to conflicts of law principles thereof, or, if applicable, the laws of the United States.

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 CORPORATIONBy:

/s/ CYRUS D. MARTER IV Cyrus D. Marter IV Senior Vice President, General Counsel and SecretaryEMPLOYEE[Employee Name]


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