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Exhibit 10.24  


 
 

FOREST OIL CORPORATION
  EXECUTIVE DEFERRED COMPENSATION PLAN    
    


Effective
Date: July 1, 1994 








TABLE OF CONTENTS  



	ARTICLE
 
	 	 
	 	PAGE

	I	 	Definitions and Construction	 	I-1
	

II	
 	

Participation	
 	

II-1
	

III	
 	

Account Credits	
 	

III-1
	

IV	
 	

In-Service Distributions	
 	

IV-1
	

V	
 	

Termination Benefits	
 	

V-1
	

VI	
 	

Administration of the Plan	
 	

VI-1
	

VII	
 	

Administration of Funds	
 	

VII-1
	

VIII	
 	

Nature of the Plan	
 	

VIII-1
	

IX	
 	

Adopting Entities	
 	

XI-1
	

X	
 	

Miscellaneous	
 	

X-1











   FOREST OIL CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN  


WITNESSETH:  



        WHEREAS, FOREST OIL CORPORATION, desiring to aid certain of its employees in making more adequate provision for their retirement, has decided to adopt the
following FOREST OIL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (the "Plan"); 


        NOW
THEREFORE, the Plan is hereby adopted as follows, effective as of July 1, 1994: 








   I.

Definitions and Construction  


        1.1    Definitions.    The capitalized words or terms used in the Plan and which are not otherwise defined herein
shall have the same meanings as such words or terms have in the Retirement Savings Plan of Forest Oil Corporation, as the same may be amended from time to time. Where the following words and phrases
appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. 


	(1)
	Account: An individual account for each Member to which is credited his Compensation deferrals pursuant to
Section 3.1, the Company Deferrals made on his behalf pursuant to Section 3.2, and which is credited for such account's allocation of earnings as provided in Section 3.3. A Member
shall have a 100% nonforfeitable interest in his Account at all times.



	(2)
	Affiliate: Each trade or business (whether or not incorporated) which together with the Company would be deemed to be a
"single employer" within the meaning of subsections (b), (c), (m) or (o) of section 414 of the Code.



	(3)
	Code: The Internal Revenue Code of 1986, as amended.



	(4)
	Committee: The Compensation Committee of the Board of Directors of Forest Oil Corporation.



	(5)
	Company: Forest Oil Corporation and any other adopting entity which adopts the Plan pursuant to the provisions of
Article IX.



	(6)
	Company Deferrals: Deferrals made by the Company on a Member's behalf pursuant to Section 3.2.



	(7)
	Compensation: Amounts equal to a Member's "Compensation," as such term is defined under the Retirement Savings Plan,
including amounts a Member could have received in cash in lieu of Compensation deferrals pursuant to Section 3.1, and without regard to the maximum dollar limitation of
section 401(a)(17) of the Code.



	(8)
	Directors: The Board of Directors of Forest Oil Corporation.



	(9)
	Effective Date: July 1, 1994.



	(10)
	Entry Date: The first day of each Plan Year.



	(11)
	Incentive Plan Percentage: For each Plan Year, the percentage of "Eligible Compensation" under the Forest Oil
Corporation Annual Incentive Plan that is used to determine the amount of the "Incentive Pool" under such plan for the "Performance Year" under such plan that corresponds to such Plan Year.



	(12)
	Member: Each individual who has been selected for participation in the Plan and who has become a Member pursuant to
Article II.



	(13)
	Plan: The Forest Oil Corporation Executive Deferred Compensation Plan, as amended from time to time.



	(14)
	Plan Year: The twelve-consecutive month period commencing January 1 of each year; provided, however, that the
first Plan Year shall begin on the Effective Date and shall end on December 31, 1994.



	(15)
	Retirement Savings Plan. The Retirement Savings Plan of Forest Oil Corporation, as amended from time to time.



	(16)
	Trust: The trust, if any, established under the Trust Agreement. 


 



	(17)
	Trust Agreement: The agreement, if any, entered into between the Company and the Trustee pursuant to
Article VIII.



	(18)
	Trust Fund: The funds and properties, if any, held pursuant to the provisions of the Trust Agreement, together with all
income, profits and increments thereto.



	(19)
	Trustee: The trustee or trustees appointed by the Committee who are qualified and acting under the Trust Agreement at
any time.



	(20)
	Valuation Dates: The last day of each calendar month. 



        1.2    Number and Gender.    Wherever appropriate herein, words used in the singular shall be considered to include
the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 


        1.3    Headings.    The headings of Articles and Sections herein are included solely for convenience, and if
there is any conflict between such headings and the text of the Plan, the text shall control. 








   II.

Participation  


        2.1    Participation.    Prior to each Entry Date, the Committee, in its sole discretion, shall select and notify
those management or highly compensated employees of the Company who shall be eligible to become Members as of such Entry Date. Any such elgible employee may become a Member on such Entry Date by
executing and filing with the Committee, prior to such Entry Date, the form prescribed by the Committee. Such form shall include, among other things prescribed by the Committee, the consent of such
Member to be subject to all of the terms and provisions of the Plan including, without limitation, the Compensation deferral provisions set forth in Section 3.1. Subject to the provisions of
Section 2.2, a Member shall remain eligible to defer Compensation hereunder and receive an allocation of Company Deferrals for each Plan Year following his initial year of participation in the
Plan. 


        2.2    Cessation of Active Participation.    Notwithstanding any provision herein to the contrary, an individual who
has become a Member of the Plan shall cease to be entitled to defer Compensation hereunder or receive an allocation of Company Deferrals effective as of any date designated by the Committee. Any such
Committee action shall be communicated to the affected individual prior to the effective date of such action. Further, an individual who has become a Member of the Plan may cancel his Compensation
deferrals hereunder and his right to receive an allocation of Company Deferrals, effective as of the Entry Date of any subsequent Plan Year, by executing and delivering to the Company the form
prescribed by the Committee prior to such Entry Date and within the time period prescribed by the Committee. An individual described in the preceding provisions of this
Section 2.2 may again become entitled to defer Compensation hereunder and receive an allocation of Company Deferrals beginning on any subsequent
Entry Date selected by the Committee in its sole discretion. 








   III.

Account Credits  


        3.1    Member Deferrals.    



        (a)   For
each payroll period in which a Member's Deferred Compensation Contributions under the Retirement Savings Plan are limited as a result of the limitations contained in
section 401(a)(17) and/or 402(g) of the Code, the Company shall withhold from such Member's Compensation for such payroll period and the Member shall defer hereunder the amount by which
such Member's Deferred Compensation Contributions to the Retirement Savings Plan are reduced solely because of the application of such limitations; provided, however, that any amount withheld and
deferred pursuant to this sentence shall be determined based upon the assumption that the Member's election with respect to the percentage rate of his Deferred Compensation Contributions under the
Retirement Savings Plan in effect during such payroll period is equal to the percentage rate of his Deferred Compensation Contributions in effect on the first day of the Plan Year in which such
payroll period occurs. 


        (b)   For
each Plan Year in which a Member's Deferred Compensation Contributions under the Retirement Savings Plan are limited as a result of the limitations contained in
section 401(k)(3) and/or 415 of the Code, the Company shall withhold from such Member's Compensation and the Member shall defer hereunder an amount equal to the reduction in such
Member's Deferred Compensation Contributions to the Retirement Savings Plan as a result solely of the application of such limitations. 



        (c)   A
Member's compensation deferrals shall become effective as of the Entry Date which is coincident with or next following the date the Member executes and files with the
Committee the form described in Section 2.1. A Member's compensation deferrals shall remain in force and effect unless and until such deferrals are to cease in accordance with the provisions of
Section 2.2. Compensation for a Plan Year not deferred by a Member pursuant to the above paragraphs shall be received by such Member in cash. Compensation deferrals made by a Member shall be
credited to such Member's Account as of the date upon which the Compensation deferred would have been received by such Member in cash had no deferral been made pursuant to this Section 3.1. 




        3.2    Company Deferrals.    



        (a)   As
of the last day of each calendar month, the Company shall credit a Member's Account with an amount which equals 100% of the Compensation deferrals made by such Member
pursuant to Section 3.1(a) and (b) during such month not in excess of 5% of such Member's Compensation for such month. 


        (b)   As
of the last day of each Plan Year, the Company shall credit a Member's Account with an amount equal to the difference, if any, between (i) the Incentive Plan
Percentage for such Plan Year multiplied by such Member's Compensation for such Plan Year, and (ii) the Company Profit-Sharing Contribution allocated to such Member's Company Contributions
Account under the Retirement Savings Plan for such Plan Year. Further, as of the last day of each Plan Year in which the Company Matching Contributions and/or Company Profit-Sharing Contributions
under the Retirement Savings Plan on behalf of a Member are limited as a result of the limitations contained in section 401(m)(2) and/or 415 of the Code, the Company shall credit such
Member's Account with an amount equal to the reduction in such Member's share of such contributions to the Retirement Savings Plan as a result solely of the application of such limitations. 



        (c)   As
of the Effective Date, the Company may credit the Account of an individual who is a Member on such date with such amount, if any, as the Company shall determine in
its sole discretion. Such credits may be made on behalf of some of such Members but not others, and such credits may vary in amount among such individual Members. 




        3.3    Earnings Credits.    As of each Valuation Date, the Company shall credit a Member's Account with an amount that
equals 1% of the balance in such Account as of the next preceding Valuation Date. So long as there is any balance in any Account, such Account shall continue to receive credits pursuant to this
Section. 








   IV.

In-Service Distributions  


        In-service distributions shall not be permitted under the Plan. Members shall not be permitted to make withdrawals from the Plan prior to termination
of employment with the Company and its Affiliates. Members shall not, at any time, be permitted to borrow from the Trust Fund. Following termination of employment with the Company and its Affiliates,
the amount credited to a Member's Account shall be payable to such Member in accordance with the provisions of Article V. 








   V.

Termination Benefits  


        5.1    Amount of Benefit.    Upon termination of employment of a Member with the Company and its Affiliates for any
reason, the Member, or, in the event of the death of the Member while employed by the Company or an Affiliate, the Member's designated beneficiary, shall be entitled to a benefit equal in value to the
balance in the Member's Account as of the Valuation Date next preceding the date of the payment of such benefit pursuant to Section 5.2.


        5.2    Time and Form of Benefit Payment.    A Member's benefit under Section 5.1 shall be paid in a single lump
sum, cash payment on one of the following dates irrevocably elected by such Member in writing on the form prescribed by the Committee on or before the date he becomes a Member of the Plan: 



        (1)   the
first day of the second calendar month following the month in which the Member's employment with the Company and its Affiliates terminates; or 


        (2)   February 1
of the year following the calendar year in which the Member's employment with the Company and its Affiliates terminates. 




In
the event such Member fails to timely elect the date upon which his benefit payment is to be made, such benefit payment shall be made at the time provided in clause (1) of the
preceding sentence. 


        5.3    Designation of Beneficiaries.    



        (a)   Each
Member shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall
be made by executing the beneficiary designation form prescribed by the Committee and filing same with the Committee. Any such designation may be changed at any time by execution of a new designation
in accordance with this Section. 


        (b)   If
no such designation is on file with the Committee at the time of the death of the Member or such designation is not effective for any reason as determined by the
Committee, then the designated beneficiary or beneficiaries to receive such benefit shall be as follows: 



        (1)   If
a Member leaves a surviving spouse, his benefit shall be paid to such surviving spouse; 


        (2)   If
a Member leaves no surviving spouse, his benefit shall be paid to such Member's executor or administrator, or to his heirs at law if there is no administration of
such Member's estate. 





        5.4    Payment of Benefits.    To the extent the Trust Fund has sufficient assets, the Trustee shall pay benefits to
Members or their beneficiaries, except to the extent the Company pays the benefits directly and provides adequate evidence of such payment to the Trustee. To the extent the Trustee does not or cannot
pay benefits out of the Trust Fund, the benefits shall be paid by the Company. Any benefit payments made to a Member or for his benefit pursuant to any provision of the Plan shall be debited to such
Member's Account. All benefit payments shall be made in cash to the fullest extent practicable. 



        5.5    Unclaimed Benefits.    In the case of a benefit payable on behalf of a Member, if the Committee is unable to
locate the Member or beneficiary to whom such benefit is payable, upon the Committee's determination thereof, such benefit shall be forfeited to the Company. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be paid by the Company or restored to the
Plan by the Company. 








   VI.

Administration of the Plan  


        6.1    Committee Powers and Duties.    The general administration of the Plan shall be vested in the Committee. The
Committee shall supervise the administration and enforcement of the Plan according to the terms and provisions hereof and shall have all powers necessary to accomplish these purposes, including, but
not by way of limitation, the right, power, authority, and duty: 



        (a)   To
make rules, regulations, and bylaws for the administration of the Plan that are not inconsistent with the terms and provisions hereof, and to enforce the terms of the
Plan and the rules and regulations promulgated thereunder by the Committee; 


        (b)   To
construe in its discretion all terms, provisions, conditions, and limitations of the Plan; 



        (c)   To
correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan in such manner and to such extent as it shall deem in its
discretion expedient to effectuate the purposes of the Plan; 


        (d)   To
employ and compensate such accountants, attorneys, investment advisors, and other agents, employees, and independent contractors as the Committee may deem necessary
or advisable for the proper and efficient administration of the Plan; 


        (e)   To
determine in its discretion all questions relating to eligibility, 


        (f)    To
determine whether and when there has been a termination of a Member's employment with the Company and its Affiliates, and the reason for such termination; 


        (g)   To
make a determination in its discretion as to the right of any person to a benefit under the Plan and to prescribe procedures to be followed by distributees in
obtaining benefits hereunder; and 


        (h)   To
receive and review reports from the Trustee as to the financial condition of the Trust Fund, including its receipts and disbursements. 




        6.2    Self-Interest of Members.    No member of the Committee shall have any right to vote or decide upon
any matter relating solely to himself under the Plan (including, without limitation, Committee decisions under Article II) or to vote in any case in which his individual right to claim any
benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act and the remaining members cannot agree, the Directors shall appoint a temporary
substitute member to exercise all the powers of the disqualified member concerning the matter in which he is disqualified. 



        6.3    Claims Review.    In any case in which a claim for Plan benefits of a Member or beneficiary is denied or
modified, the Committee shall furnish written notice to the claimant within ninety days (or within 180 days if additional information requested by the Committee necessitates an extension
of the ninety-day period), which notice shall: 



        (a)   State
the specific reason or reasons for the denial or modification; 


        (b)   Provide
specific reference to pertinent Plan provisions on which the denial or modification is based; 



        (c)   Provide
a description of any additional material or information necessary for the Member, his beneficiary, or representative to perfect the claim and an explanation of
why such material or information is necessary; and 


        (d)   Explain
the Plan's claim review procedure as contained herein.

 




In
the event a claim for Plan benefits is denied or modified, if the Member, his beneficiary, or a representative of such Member or beneficiary desires to have such denial or modification reviewed, he
must, within sixty days following receipt of the notice of such denial or modification, submit a written
request for review by the Committee of its initial decision. In connection with such request, the Member, his beneficiary, or the representative of such Member or beneficiary may review any pertinent
documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty days following such request for review the Committee shall, after
providing a full and fair review, render its final decision in writing to the Member, his beneficiary or the representative of such Member or beneficiary stating specific reasons for such decision and
making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Committee's decision
shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall
be furnished to the Member, beneficiary, or the representative of such Member or beneficiary prior to the commencement of the extension period. 


        6.4    Company to Supply Information.    The Company shall supply full and timely information to the Committee,
including, but not limited to, information relating to each Member's Compensation, age, retirement, death, or other cause of termination of employment and such other pertinent facts as the Committee
may require. The Company shall advise the Trustee of such of the foregoing facts as are deemed necessary for the Trustee to carry out the Trustee's duties under the Plan and the Trust Agreement. When
making a determination in connection with the Plan, the Committee shall be entitled to rely upon the aforesaid information furnished by the Company. 


        6.5    Indemnity.    To the extent permitted by applicable law, the Company shall indemnify and save harmless the
Directors and each member of the Committee against any and all expenses, liabilities and claims (including legal fees incurred to defend against such liabilities and claims) arising out of their
discharge in good faith of responsibilities under or incident to the Plan. Expenses and liabilities arising out of willful misconduct shall not be covered under this indemnity. This indemnity shall
not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, as such indemnities are permitted under applicable law. 








   VII.

Administration of Funds  


        7.1    Payment of Expenses.    All expenses incident to the administration of the Plan and Trust, including but not
limited to, legal, accounting, Trustee fees, and expenses of the Committee, may be paid by the Company and, if not paid by the Company, shall be paid by the Trustee from the Trust Fund, if any. 


        7.2    Trust Fund Property.    All income, profits, recoveries, contributions, forfeitures and any and all moneys,
securities and properties of any kind at any time received or held by the Trustee, if any, shall be held for investment purposes as a commingled Trust Fund pursuant to the terms of the Trust
Agreement. The Committee shall maintain one or more Accounts in the name of each Member, but the maintenance of an Account designated as the Account of a Member shall not mean that such Member shall
have a greater or lesser interest than that due him by operation of the Plan and shall not be considered as segregating any funds or property from any other funds or property contained in the
commingled fund. No Member shall have any title to any specific asset in the Trust Fund, if any. 








   VIII.

Nature of the Plan  


        The Company intends and desires by the adoption of the Plan to recognize the value to the Company of the past and present services of employees covered by the
Plan and to encourage and assure their continued service with the Company by making more adequate provision for their future retirement security. The establishment of the Plan is, in part, made
necessary by certain benefit limitations which are imposed on the Retirement Savings Plan by the Code. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a
select group of management or highly compensated employees of the Company. Plan benefits herein provided are to be paid out of the Company's general assets. Nevertheless, subject to the terms hereof
and of the Trust Agreement, the Company may transfer money or other property to the Trustee and the Trustee shall pay Plan benefits to Members and their beneficiaries out of the Trust Fund. 


        The
Committee, in its sole discretion, may establish the Trust and direct the Company to enter into the Trust Agreement and adopt the Trust for purposes of the Plan. In such event, the
Company shall remain the owner of all assets in the Trust Fund and the assets shall be subject to the claims of Company creditors if the Company ever becomes insolvent. For purposes hereof, the
Company shall be considered "insolvent" if (a) the Company is unable to pay its debts as they become due, or (b) the Company is subject to a pending proceeding as a debtor under the
United Sates Bankruptcy Code (or any successor federal statute). The chief executive officer of the Company and its board of directors shall have the duty to inform the Trustee in writing if the
Company becomes insolvent. Such notice given under the preceding sentence by any party shall satisfy all of the parties' duty to give notice. When so informed, the Trustee shall suspend payments to
the Members and hold the assets for the benefit of the Company's general creditors. If the Trustee receives a written allegation that the Company is insolvent, the Trustee shall suspend payments to
the Members and hold the Trust Fund for the benefit of the Company's general creditors, and shall determine within the period specified in the Trust Agreement whether the Company is insolvent. If the
Trustee determines that the Company is not insolvent, the Trustee shall resume payments to the Members. No Member or beneficiary shall have any preferred claim to, or any beneficial ownership interest
in, any assets of the Trust Fund. 








   IX.

Adopting Entities  


        It is contemplated that other corporations, associations, partnerships or proprietorships may adopt this Plan and thereby become the Company. Any such entity,
whether or not presently existing, may become a party hereto by appropriate action of its officers without the need for approval of its board of directors or noncorporate counterpart or of the
Committee or the Directors; provided, however, that such entity must be an Affiliate. The provisions of the Plan shall apply separately and equally to each Company and its employees in the same manner
as is expressly provided for Forest Oil Corporation and its employees, except that the power to appoint or otherwise affect the Trustee and the power to amend or terminate the Plan or amend the Trust
Agreement shall be exercised by the Committee alone. Transfer of employment among Companies and Affiliates shall not be considered a termination of employment hereunder. Any Company may, by
appropriate action of its officers without the need for approval of its board of directors or noncorporate counterpart or the Committee or the Directors, terminate its participation in the Plan.
Moreover, the Committee may, in its discretion, terminate a Company's Plan participation at any time. 








   X.

Miscellaneous  


        10.1    Not Contract of Employment.    The adoption and maintenance of the Plan shall not be deemed to be a contract
between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the
Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the
Company or to restrict any person's right to terminate his employment at any time. 


        10.2    Alienation of Interest Forbidden.    The interest of a Member or his beneficiary or beneficiaries hereunder
may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person to whom such benefits or
funds are payable, nor shall they be an asset in bankruptcy or subject to garnishment, attachment or other legal or equitable proceedings. 


        10.3    Withholding.    All Compensation deferrals and payments provided for hereunder shall be subject to applicable
withholding and other deductions as shall be required of the Company under any applicable local, state or federal law. 



        10.4    Amendment and Termination.    The Committee may from time to time, in its discretion, amend, in whole or in
part, any or all of the provisions of the Plan; provided, however, that no amendment may be made that would impair the rights of a Member with respect to amounts already allocated to his Account. The
Committee may terminate the Plan at any time. In the event that the Plan is terminated, the balance in a Member's Account shall be paid to such Member or his designated beneficiary in a single lump
sum, cash payment in full satisfaction of all of such Member's or beneficiary's benefits hereunder. 



        10.5    Severability,    If any provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully
severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 


        10.6    Governing Laws.    All provisions of the Plan shall be construed in accordance with the laws of Colorado
except to the extent preempted by federal law. 









   
        EXECUTED this 27th day of June, 1994. 



	 	 	FOREST OIL CORPORATION
	

 	
 	
By:	

/s/  ROBERT S. BOSWELL      

	 	 	 	Name:	Robert S. Boswell
	 	 	 	Title:	President














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FOREST OIL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN