** **

**Exhibit10.1**

**SECOND AMENDMENTTOFOREST OIL CORPORATION PENSION TRUST AGREEMENT AS AMENDED AND RESTATED JANUARY 1, 2002**

**WHEREAS**,Forest Oil Corporation (the “Company”) has heretofore entered into an agreementwith David H. Keyte, Cyrus D. Marter IV, Timothy F. Savoy, and Michael N.Kennedy (or the individuals who preceded them as trustees or Committee members)denominated the Forest Oil Corporation Pension Trust Agreement, as amended andrestated as of January 1, 2002 (the “Trust Agreement”); and

**WHEREAS**,the Company desires to amend the Trust Agreement in certain respects.

**NOW, THEREFORE**,the parties hereto hereby mutually agree that the Trust Agreement shall beamended as follows, effective as of February 1, 2006:

1.             Thethird paragraph of Section 1.23 of the Trust Agreement shall be deleted and thefollowing shall be substituted therefor:

“The Committee shall furnish an explanation regardingthe standard form of benefit and the Sections 3.02, 3.03 and 5.02 election toeach Participant no less than thirty days before the end of the election perioddescribed below (unless such thirty-day period is waived by an affirmativeelection in accordance with the Code and applicable Treasury regulations) andno more than ninety days before his pension payments commence.  The furnished explanation shall be written innontechnical language in a manner calculated to be understood by the averageParticipant and shall satisfy the requirements of Section 417(a)(3) of the Codeand the Treasury regulations thereunder. Specifically, the furnished explanation shall contain either (a) certainspecific information relating to the benefits available under the Plan to theparticular Participant that satisfies the requirements of Treasury regulationsection 1.417(a)(3)-1(c) or (b) generally applicable information in lieu ofspecific Participant information provided that the information providedsatisfies the requirements of Treasury regulation section 1.417(a)(3)-1(d) andthe Participant has the right to request additional information regarding theParticipant’s benefits under the Plan as provided in applicable Treasuryregulations.

Unless a simplified or alternative method ofpresentation is permitted under Treasury regulation section 1.417(a)(3)-1(c),the furnished explanation described in alternative (a) of the precedingsentence shall generally provide the following specific information relating toeach of the optional forms of benefit presently available under the Plan to theParticipant:  (1) a description of theform of benefit, (2) a description of the eligibility conditions for the formof benefit, (3) a description of the financial effect of electing the form ofbenefit (i.e., the amount payable under the form of benefit to the Participantduring the Participant’s lifetime and the amount payable after the death of theParticipant), (4) a description of the relative value of the optional form ofbenefit 

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compared to the value of the standard form of benefit in the mannerdescribed in Treasury regulation 1.417(a)(3)-1(c)(2), and (5) a description ofany other material features of the form of benefit.

Unless a simplified or alternative method ofpresentation is permitted under Treasury regulation section 1.417(a)(3)-1(d),the furnished explanation described in alternative (b) of the third sentence ofthis Paragraph shall generally provide the following information relating tothe standard form of benefit and each other optional form of benefit generallyavailable under the Plan:  (i) a descriptionof the form of benefit, (ii) a description of the eligibility conditions forthe form of benefit, (iii) a description of the financial effect of electingthe form of benefit (i.e., the amount payable under the form of benefit to theParticipant during the Participant’s lifetime and the amount payable after thedeath of the Participant) (provided, however, that in lieu of providing astatement of the financial effect of electing an optional form of benefit or acomparison of relative values based on the actual age and benefit of the Participant,the explanation may include a chart or other comparable device showing thefinancial effect and relative value of the optional forms of benefit inaccordance with Treasury regulation section 1.417(a)(3)-1(d)(2)(i) and which isaccompanied with explanations and statements required under such regulation),(iv) the amount payable to the Participant expressed in the form of a pensioncommencing at his Normal Retirement Date or commencing immediately, (v) astatement that offers to provide the Participant upon his request to theCommittee a statement of financial effect and a comparison of relative valuesthat is specific to the Participant for any presently available optional formof benefit and how he may request such information, and (vi) a statement that,upon the Participant’s request to the Committee, he may obtain the specificitems of Participant-specific information described in Treasury regulationsection 1.417(a)(3)-1(c) with respect to any or all of the optional forms ofbenefits available under the Plan to the Participant with a Pension StartingDate for which the explanation applies and how he may request such information.

The period of time during which a Participant may makeor revoke the election described in this Section above, shall be the ninety-dayperiod ending on the later of the date such Participant’s pension paymentscommence or the thirtieth day after the information required by this Paragraphhas been furnished to the Participant; provided, however, that a Participantmay affirmatively elect (with spousal consent if required) to waive therequirement that such information be provided at least thirty days before theend of the election period so long as the election period does not end, and theParticipant’s benefit hereunder does not commence, until at least eight daysafter the information required by this Paragraph has been furnished to theParticipant.  In the event of suchwaiver, the election period shall end on the later of the date of the waiver orthe eighth day after the information required by this Paragraph has beenfurnished to the Participant, and payment of the Participant’s benefit shallcommence as soon as administratively feasible thereafter.”

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2.             As amended hereby, the TrustAgreement is specifically ratified and reaffirmed.

**EXECUTED**this 10th day of May, 2006.
|            | **EMPLOYEE  BENEFITS COMMITTEE** |
|------------|----------------------------------|
| ** ** | ** **                       |
|       | /s/ DAVID H. KEYTE               |
|       | David H. Keyte, Chairman         |
|       |                             |
|       | /s/ CYRUS D. MARTER IV           |
|       | Cyrus D. Marter IV               |
|       |                             |
|       | /s/ TIMOTHY F. SAVOY             |
|       | Timothy F. Savoy                 |
|       |                             |
|       | /s/ MICHAEL N. KENNEDY           |
|       | Michael N. Kennedy               |

 

 

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