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FOREST OIL CORPORATION
CHANGE OF CONTROL
DEFERRED COMPENSATION PLAN
The purpose of the Plan is to create an unfunded deferred compensation plan for a select group of management or highly
compensated employees of Forest Oil Corporation (the "Company") who, in connection with the Change of Control (as defined
below), may elect, pursuant to the Deferral Elections, to defer certain cash payments otherwise due to such employees in
connection with the Change of Control. It is intended that the Plan constitute an unfunded "top hat plan" for purposes of the
Employee Retirement Income Security Act of 1974, as amended.
2. Definitions .
The following terms used in the Plan shall have the meanings set forth below:
(a) " Affiliate " means, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under
common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an
(b) " Beneficiary " shall mean any person, persons, trust or other entity designated by a Participant to receive benefits, if
any, under the Plan upon such Participant's death. No designation or change in designation of a Beneficiary shall be effective
until received and acknowledged in writing by the Committee or its designated agent.
(c) " Board " shall mean the Board of Directors of the Company.
(d) " Change of Control " shall mean any of the following:
(i) the Company is not 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 of its assets to any other person or entity (other than
a wholly-owned subsidiary of the Company);
(iii) the Company is to