Exhibit 10.1

Form of Non-employee Director Restricted Stock Agreement

RESTRICTED STOCK AGREEMENT

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

1.Award.    Pursuant to the Forest Oil Corporation 2007 Stock Incentive Plan (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 Director's name subject to certain
restrictions thereon, in consideration for the services that the Director has performed for the Company and, or services that will be provided in the future. The Restricted Stock shall be issued upon
acceptance of this Agreement by the Director and upon satisfaction of the conditions of this Agreement. The Director acknowledges receipt of a copy of the Plan, and agrees that this award of
Restricted Stock shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.

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



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4.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 Director for federal, state or local tax purposes, the Director shall deliver to the Company at the time of such receipt or lapse, as the
case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations, and if the Director fails to do so, the Company is authorized to
withhold from any cash or stock remuneration (including withholding any shares of Restricted Stock or Earned Shares distributable to the Director under this Agreement) then or thereafter payable to
the Director any tax required to be withheld by reason of such resulting compensation income or wages. The Director acknowledges and agrees that the Company is making no representation or warranty as
to the tax consequences to the Director as a result of the receipt of the Restricted Stock, the lapse of any Forfeiture Restrictions or the forfeiture of any Restricted Stock pursuant to the
Forfeiture Restrictions.

5.Status of Stock.    The Director agrees that the Restricted Stock and Earned Shares 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 Director also agrees that (a) the certificates
(or uncertificated book-entry shares as the case may be) representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to
reflect the Forfeiture Restrictions and to assure compliance with the terms and provisions of this Agreement and applicable securities laws, (b) the Company may refuse to register the transfer
of the Restricted Stock or Earned Shares 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 (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of
the Restricted Stock or Earned Shares.

6.Membership on the Board.    Nothing in the adoption of the Plan, nor the award of the Restricted Stock
thereunder pursuant to this Agreement, shall confer upon the Director the right to continued membership on the Board or affect in any way the right of the Company to terminate such membership at any
time. Any question as to whether and when there has been a termination of the Director's membership on the Board, and the cause of such termination, shall be determined by the Board or its delegate,
and its determination shall be final.

7.Notices.    Any notices or other communications provided for in this Agreement shall be sufficient if in
writing. In the case of the Director, such notices or communications shall be effectively delivered if hand delivered to the Director or if sent by registered or certified mail to the Director at the
last address the Director 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.

8.Entire Agreement; Amendment.    This Agreement replaces and merges all previous agreements and discussions
relating to the same or similar subject matters between the Director and the Company and constitutes the entire agreement between the Director and the Company with respect to the subject matter of
this Agreement. This Agreement may not be modified in any respect by any verbal

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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.

9.Binding Effect; Survival.    This Agreement shall be binding upon and inure to the benefit of any successors to
the Company and all persons lawfully claiming under the Director. The provisions of Section 5 shall survive the lapse of the Forfeiture Restrictions without forfeiture.

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 Director
has executed this Agreement, all as of the date first above written.

| |  | FOREST OIL CORPORATION
| |  | ----------------------
| |  | By:                   
| |  |                       
| |  |                       
| |  | DIRECTOR              

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