Exhibit 10.1

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 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 or 303.812.1579. 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:



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Lapse Date

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




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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 or state 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 money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this
Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their fair market value on the date of surrender or withholding of such shares) to satisfy any tax
required to be withheld by reason of compensation income or wages resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a "Stock Withholding
Election" and the Company retains the right to impose conditions on the stock withholding election right. All Stock Withholding Elections shall be made by written notice to the Company at its
principal executive office addressed to the attention of the Secretary. If the Employee is not a Section 16 Person, the Employee may revoke such election by delivering to the Secretary written
notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company (the "Withholding Date"). If the Employee is a
Section 16 Person, the Stock Withholding Election must:



If
the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration (or, if
the Employee is not a Section 16 Person, stock remuneration, including withholding any Restricted Stock distributable to the Employee under this Agreement) then or thereafter payable to the
Employee any tax required to be withheld by reason of compensation income or wages resulting under this Agreement or the disposition of Restricted Stock acquired under this Agreement.

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

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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.

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.

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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              
| |  |                       
| |  |                       
| |  |                       

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