FOREST OIL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

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Exhibit 10.41

FOREST OIL CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended and Restated
Effective as of December 1, 2008

TABLE OF CONTENTS

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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 December 1, 2008, except as otherwise indicated herein:

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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, from and after the Effective Date, his deferrals pursuant to Sections 3.1 and 3.3, the Employer Deferrals made on his behalf pursuant to Section 3.2, and which reflects such Account's allocation of earnings and/or changes in value as provided in Section 3.4. As of the Effective Date, a Member's Account was credited with the balances, if any, as of the day immediately preceding such date in his "Grandfathered Account" and "Deferral Account" maintained under the Plan as in effect immediately prior to the Effective Date. A Member shall have a 100% nonforfeitable interest in his Account 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); provided, however, that (a) in applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code, the language "at least 50 percent" shall be used instead of "at least 80 percent" each place it appears in section 1563(a)(1), (2), and (3) of the Code, and (b) in applying Treasury regulation section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of section 414(c) of the Code, "at least 50 percent" shall be used instead of "at least 80 percent" each place it appears in Treasury regulation section 1.414(c)-2.

(3)

Bonus Compensation :    The annual incentive bonuses, if any, paid in cash by the Employer to or for the benefit of a Member for services rendered or labor performed, including the portion thereof that a Member could have received in cash in lieu of (i) deferrals pursuant to Section 3.3 and (ii) elective contributions made on his behalf by the Employer pursuant to a qualified cash or deferred arrangement (as defined in section 401(k) of the Code) or pursuant to a plan maintained under section 125 of the Code.

(4)

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 Company's 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 Company's 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.

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(5)

Code :    The Internal Revenue Code of 1986, as amended.

(6)

Committee :    The Compensation Committee of the Board of Directors of the Company.

(7)

Company :    Forest Oil Corporation.

(8)

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 deferrals pursuant to Sections 3.1 and 3.3, and without regard to the maximum dollar limitation of section 401(a)(17) of the Code; provided, however, that for purposes of Section 3.1, Compensation shall not include Bonus Compensation.

(9)

Directors :    The Board of Directors of the Company.

(10)

Discretionary Contribution Percentage :    For each Plan Year and with respect to each Member, the percentage obtained by dividing (i) the Employer Discretionary Contribution, if any, allocated to such Member's Employer Contribution Account under the Retirement Savings Plan for such Plan Year by (ii) the amount of such Member's "Compensation" (as such term is defined in the Retirement Savings Plan) that was considered under the Retirement Savings Plan to determine such allocation for such Plan Year.

(11)

Effective Date :    December 1, 2008, as to this restatement of the Plan, except as otherwise indicated in specific provisions of the Plan. The original effective date of the Plan was July 1, 1994.

(12)

Employer :    The Company and any other adopting entity that adopts the Plan pursuant to the provisions of Section 2.3.

(13)

Employer Deferrals :    Deferrals made by the Employer on a Member's behalf pursuant to Section 3.2.

(14)

Entry Date :    The first day of each Plan Year.

(15)

Funds :    The investment funds designated from time to time for the deemed investment of Accounts pursuant to Article IV.

(16)

Match Compensation :    Amounts equal to a Member's Compensation plus amounts of base salary that a Member elects to defer pursuant to the Salary Deferral Plan.

(17)

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

(18)

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

(19)

Plan Year :    The twelve-consecutive month period commencing January 1 of each year.

(20)

Retirement Savings Plan :    The Retirement Savings Plan of Forest Oil Corporation, as amended from time to time.

(21)

Salary Deferral Plan :    The Forest Oil Corporation Salary Deferral Deferred Compensation Plan.

(22)

Termination of Service :    A Member's separation from service with the Employer and its Affiliates within the meaning of section 409A(a)(2)(A)(i) of the Code (and applicable administrative guidance thereunder).

(23)

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

(24)

Trust Agreement :    The agreement, if any, entered into between the Company and the Trustee pursuant to Article IX.

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(25)

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.

(26)

Trustee :    The trustee or trustees qualified and acting under the Trust Agreement at any time.

(27)

Valuation Date :    Each calendar day.

         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.

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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 Employer who shall be eligible to become Members as of such Entry Date. Any such eligible 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 and Bonus Compensation hereunder and receive an allocation of Employer Deferrals for each Plan Year following his initial year of participation in the Plan. By participating in the Plan for a Plan Year, a Member agrees that he shall not make any changes during such Plan Year to his deferral election with respect to Before-Tax Contributions for such Plan Year under the Retirement Savings 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 and Bonus Compensation hereunder or receive an allocation of Employer Deferrals effective as of the Entry Date of any subsequent Plan Year designated by the Committee. Any such Committee action shall be communicated to the affected individual prior to such Entry Date. Further, an individual who has become a Member of the Plan may cancel his Compensation and/or Bonus Compensation deferrals hereunder and his right to receive an allocation of Employer Deferrals, effective as of the Entry Date of any subsequent Plan Year, by executing and delivering to the Employer 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 may again become entitled to defer Compensation and Bonus Compensation hereunder and receive an allocation of Employer Deferrals beginning on any subsequent Entry Date selected by the Committee in its sole discretion.

         2.3     Adopting Entities .    It is contemplated that other entities may adopt the Plan and thereby become an Employer. 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 of the Committee or the Directors; provided, however, that such entity must be an Affiliate of the Company. The provisions of the Plan shall apply separately and equally to each Employer and its employees in the same manner as is expressly provided for the Company and its employees, except that (a) 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 and (b) the determination of whether a Change of Control has occurred shall be made based solely on the Company. Any Employer 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 effective immediately prior to the start of any subsequent Plan Year. Moreover, the Committee may, in its discretion, terminate an Employer's Plan participation effective immediately prior to the start of any subsequent Plan Year; provided, however, that if an Employer ceases to be an Affiliate of the Company, such Employer's Plan participation may be terminated by the Committee effective immediately upon such cessation.

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III.

Account Credits and Allocations of Income or Loss

         3.1     Member Deferrals (other than with respect to Bonus Compensation).     

        (a)   For each payroll period in which a Member's Before-Tax 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 Employer shall withhold from such Member's Compensation for such payroll period and the Member shall defer hereunder the amount by which such Member's Before-Tax Contributions to the Retirement Savings Plan are reduced solely because of the application of such limitations; provided, however, that (i) 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 Before-Tax Contributions under the Retirement Savings Plan in effect during such payroll period is equal to the percentage rate of his Before-Tax Contributions in effect on the first day of the Plan Year in which such payroll period occurs and (ii) the limitation contained in section 402(g) of the Code for a Plan Year shall be determined by including in such limitation the "catch-up contributions", if any, a Member is eligible to defer under the Retirement Savings Plan for such Plan Year pursuant to section 414(v) of the Code. For purposes of determining the amount of a Member's Compensation to be withheld and deferred under the preceding sentence (for each payroll period in which a Member's Before-Tax Contributions under the Retirement Savings Plan are limited as described in the preceding sentence), the amount of the Member's Compensation shall be deemed to be the Member's Match Compensation. Notwithstanding the foregoing, the maximum amount that may be withheld and deferred for any payroll period shall be the amount of 80% of the Member's Compensation for such period.

        (b)   For each Plan Year in which a Member's Before-Tax 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 Before-Tax 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     Employer Deferrals.     

        (a)   As of the last day of each payroll period, the Employer shall credit a Member's Account with an amount which equals a specified percentage (the "Match Percentage") of the deferrals made by such Member pursuant to Section 3.1(a) (determined without regard to the final sentence thereof, which provides that the maximum amount that may be withheld and deferred for any payroll period shall be the amount of 80% of the Member's Compensation for such period) and Section 3.1(b) during such payroll period that are not in excess of a specified percentage (the "Compensation Percentage") of such Member's Match Compensation for such payroll period. For purposes of the preceding sentence, the Match Percentage and the Compensation Percentage for a particular payroll period shall be determined based on the formula used for determining the amount of Employer Matching Contributions under the Retirement Savings Plan for such payroll

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period. For example, if the Retirement Savings Plan provides that the Employer Matching Contributions for a payroll period shall equal 100% of the Before-Tax Contributions that were made by a participant during such payroll period that were not in excess of 8% of such participant's compensation for such payroll period, then the Match Percentage for such payroll period shall equal 100%, and the Compensation Percentage for such payroll period shall equal 8%.

        (b)   As of the last day of each Plan Year, the Employer shall credit a Member's Account with an amount equal to the difference, if any, between (i) the Discretionary Contribution Percentage applicable to such Member for such Plan Year multiplied by such Member's Compensation for such Plan Year, and (ii) the Employer Discretionary Contribution allocated to such Member's Employer Contribution Account under the Retirement Savings Plan for such Plan Year. Further, as of the last day of each Plan Year in which the Employer Matching Contributions and/or Employer Discretionary 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 Employer 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 any date selected by the Committee, the Employer may credit a Member's Account with such amount, if any, as the Committee shall determine in its sole discretion. Such credits may be made on behalf of some Members but not others, and such credits may vary in amount among individual Members.

         3.3     Deferrals of Bonus Compensation.     

        (a)   In accordance with the procedures established from time to time by the Committee, a Member may annually elect to defer a percentage of 10% or any whole multiple of 10% (but in no event more than 100%) of his Bonus Compensation for the Plan Year. Bonus Compensation not so deferred by such election shall be received by such Member in cash. A Member's election to defer an amount of his Bonus Compensation pursuant to this Section shall be made by executing a Bonus Compensation deferral election in accordance with Paragraph (b) below pursuant to which the Member authorizes the Employer to reduce his Bonus Compensation in the elected amount and the Employer, in consideration thereof, agrees to credit an equal amount to the Member's Account. Bonus Compensation deferrals (including net income or net loss allocated with respect thereto) made by a Member shall be credited to his Account as of a date determined in accordance with the procedures established from time to time by the Committee; provided, however, that such deferrals shall be credited to the Account no later than 30 days after the date upon which the Bonus Compensation deferred would have been received by such Member in cash if he had not elected to defer such amount pursuant to this Section 3.3.

        (b)   A Member's annual election to defer a percentage of his Bonus Compensation earned with respect to a Plan Year under Paragraph (a) of this Section must be made prior to the start of such Plan Year and in accordance with the procedures established by the Committee, and shall become effective as of the first day of such Plan Year. Notwithstanding the foregoing, in accordance with the transition relief provided under Internal Revenue Service Notice 2007-86 concerning deferral elections made with respect to short-term deferrals, a Member's election to defer a percentage of his Bonus Compensation earned with respect to the Plan Year beginning on January 1, 2008, may be made at any time during the month of December, 2008, and shall become effective as of December 31, 2008. A deferral election under this Section with respect to a Plan Year shall be irrevocable as of the last day of the year immediately preceding such Plan Year; provided, however, that any such election with respect to the Plan Year beginning on January 1, 2008, shall be irrevocable as of December 31, 2008. A Member's deferral election with respect to

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Bonus Compensation for a Plan Year shall apply to such Bonus Compensation even if it is paid after the close of such Plan Year.

         3.4     Earnings Credits; Valuation of Accounts .    All amounts credited to a Member's Account shall be deemed invested as soon as administratively feasible among the Funds as provided in Article IV, and the balance of each Account shall reflect the result of daily pricing of the assets in which such Account is deemed invested from time to time until the time of distribution.

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IV.

Deemed Investment of Funds

        Each Member shall designate, in accordance with the procedures established from time to time by the Committee, the manner in which the amounts allocated to his Account shall be deemed to be invested from among the Funds made available from time to time for such purpose by the Committee. Such Member may designate one of such Funds for the deemed investment of all the amounts allocated to his Account or he may split the deemed investment of the amounts allocated to his Account between such Funds in such increments as the Committee may prescribe. If a Member fails to make a proper designation, then his Account shall be deemed to be invested in the Fund or Funds designated by the Committee from time to time in a uniform and nondiscriminatory manner.

        A Member may change his deemed investment designation for future deferrals to be allocated to his Account. Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee.

        A Member may elect to convert his deemed investment designation with respect to the amounts already allocated to his Account. Any such conversion shall be made in accordance with the procedures established by the Committee, and the frequency of such conversions may be limited by the Committee.

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V.

In-Service Distributions

         5.1     Domestic Relations Order.     The Plan shall permit such acceleration of the time or schedule of a payment to an individual other than a Member as may be necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code).

         5.2     No Other In-Service Distributions .    Except as provided in Section 5.1, in-service distributions shall not be permitted under the Plan. Members shall not be permitted to make withdrawals from the Plan prior to a Termination of Servi