Preview | Executive Deferred Compensation Plan |

TABLE OF CONTENTS

ARTICLE		PAGE

I.	DEFINITIONS AND CONSTRUCTION	I-1

II.	PARTICIPATION	II-1

III.	ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS	III-1

IV.	DEEMED INVESTMENT OF FUNDS	IV-1

V.	IN-SERVICE DISTRIBUTIONS	V-1

VI.	TERMINATION BENEFITS	VI-1

VII.	ADMINISTRATION OF THE PLAN	VII-1

VIII.	ADMINISTRATION OF FUNDS	VIII-1

IX.	NATURE OF THE PLAN	IX-1

X.	MISCELLANEOUS	X-1

FOREST OIL CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

W I T N E S S E T H :

WHEREAS, Forest Oil Corporation (the Company) has heretofore adopted the FOREST OIL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (the Plan) for the benefit of its eligible employees; and

WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits;

NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2005, except as otherwise indicated herein:

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(s): A Members Grandfathered Account and/or Deferral Account and the amounts credited thereto. A Member shall have a 100% nonforfeitable interest in his Accounts at all times.

(2) Affiliate: With respect to a person, any other person with whom the person would be considered a single employer under section 414(b) of the Code (employees of controlled group of corporations), and any other person with whom the person would be considered a single employer under section 414(c) of the Code (employees of partnerships, proprietorships, etc., under common control).

(3) Change of Control: The occurrence of any one or more of the following events: (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company); (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) the Company is to be dissolved and liquidated; (iv) any person or entity, including a group as contemplated by section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Companys voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Companys Board of Directors. Notwithstanding the foregoing, the term Change of Control shall not include any reorganization, merger or consolidation involving solely the Company and one or more previously wholly-owned subsidiaries of the Company.

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

(5) Committee: The Compensation Committee of the Board of Directors of the Company.

(6) Company: Forest Oil Corporation.

(7) Compensation: Amounts equal to a Members 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.

End of Preview

Home Intelligence Services Subscriptions News About Us