Exhibit
10.1


SECOND AMENDMENT
TO

FOREST OIL CORPORATION PENSION TRUST AGREEMENT 

AS AMENDED AND RESTATED JANUARY 1, 2002


WHEREAS,
Forest Oil Corporation (the “Company”) has heretofore entered into an agreement
with 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 and
restated 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 be
amended as follows, effective as of February 1, 2006:


1.             The
third paragraph of Section 1.23 of the Trust Agreement shall be deleted and the
following shall be substituted therefor:


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


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



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


Unless a simplified or alternative method of
presentation is permitted under Treasury regulation section 1.417(a)(3)-1(d),
the furnished explanation described in alternative (b) of the third sentence of
this Paragraph shall generally provide the following information relating to
the standard form of benefit and each other optional form of benefit generally
available under the Plan:  (i) a description
of the form of benefit, (ii) a description of the eligibility conditions for
the form of benefit, (iii) a description of the financial effect of electing
the form of benefit (i.e., the amount payable under the form of benefit to the
Participant during the Participant’s lifetime and the amount payable after the
death of the Participant) (provided, however, that in lieu of providing a
statement of the financial effect of electing an optional form of benefit or a
comparison of relative values based on the actual age and benefit of the Participant,
the explanation may include a chart or other comparable device showing the
financial effect and relative value of the optional forms of benefit in
accordance with Treasury regulation section 1.417(a)(3)-1(d)(2)(i) and which is
accompanied with explanations and statements required under such regulation),
(iv) the amount payable to the Participant expressed in the form of a pension
commencing at his Normal Retirement Date or commencing immediately, (v) a
statement that offers to provide the Participant upon his request to the
Committee a statement of financial effect and a comparison of relative values
that is specific to the Participant for any presently available optional form
of 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 specific
items of Participant-specific information described in Treasury regulation
section 1.417(a)(3)-1(c) with respect to any or all of the optional forms of
benefits available under the Plan to the Participant with a Pension Starting
Date for which the explanation applies and how he may request such information.


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



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2.             As amended hereby, the Trust
Agreement 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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