SC TO-T

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.

THE WISER OIL COMPANY
(Name of Subject Company (Issuer))

FOREST OIL COMPANY
and
TWOCO ACQUISITION CORP.
(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

977284108
(CUSIP Number of Class of Securities)

NEWTON W. WILSON III
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
1600 BROADWAY, SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$174,434,520.80*	$22,100.85**

*

Estimated for purposes of calculating the amount of the filing fee only. The transaction value was calculated by multiplying $10.60, the per share tender offer price, by the 15,471,007 shares of Common Stock outstanding as of May 20, 2004 sought in the Offer, which gives an aggregate consideration of $163,992,674.20 (the "Common Stock Consideration"). The Common Stock Consideration was then added to (1) $5,731,950, being the consideration for the Subject Company's 540,750 stock options and (2) $4,709,896.60, being the net consideration for the Subject Company's 741,716 warrants, to arrive at a total transaction value of $174,434,520.80.

**

Calculated as 0.01267% of the transaction value.

o

Check the box is any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13c-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

        This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the offer by TWOCO Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation ("Parent"), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of The Wiser Oil Company, a Delaware corporation (the "Company"), at a purchase price of $10.60 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 28, 2004 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), which Offer to Purchase and Letter of Transmittal are annexed to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Purchaser and Parent.

        The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1-9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated as of May 21, 2004, by and among Parent, Purchaser and the Company, a copy of which is attached to this Schedule TO as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 1, 9 and 11 of this Schedule TO.

ITEM 10.    FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

        Not applicable.

ITEM 12.    MATERIAL TO BE FILED AS EXHIBITS.

(a)(1)(A)	Offer to Purchase dated May 28, 2004.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.
(a)(1)(F)	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Summary Advertisement as published in The New York Times on May 28, 2004.
(a)(5)(B)	Press Release issued by Parent on May 23, 2004 announcing acquisition of The Wiser Oil Company (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent filed on May 24, 2004).
(a)(5)(C)	Transcript of Conference Call Held on May 24, 2004 to discuss acquisition of the Company (incorporated by reference to Exhibit 99.2 to the Schedule TO-C of Parent filed on May 24, 2004).
(a)(5)(D)	Press Release issued by Parent on May 24, 2004 announcing equity offering (incorporated by reference to Exhibit 99.3 to the Schedule TO-C of Parent filed on May 24, 2004).
(a)(5)(E)	Press Release issued by Parent on May 26, 2004 announcing the pricing of the equity offering (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent filed on May 27, 2004).

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(b)(1)	Credit Agreement, dated as of October 10, 2000, among Forest Oil Corporation, the lenders party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, and The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.12 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2000 (File No. 001-13515)).
(b)(2)	Canadian Credit Agreement, dated as of October 10, 2000, among Canadian Forest Oil Ltd., the subsidiary borrowers from time to time parties thereto, the lenders party thereto, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.14 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2000 (File No. 001-13515)).
(b)(3)	Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing from Forest Oil Corporation to Robert C. Mertensotto, trustee, and Gregory P. Williams, trustee (Utah), and The Chase Manhattan Bank, as Global Administrative Agent, dated as of December 7, 2000 (incorporated herein by reference to Exhibit 4.13 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2000 (File No. 001-13515)).
(b)(4)	First Amendment to Combined Credit Agreement dated as of May 24, 2001, by and between Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.1 to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 2001 (File No. 001-13515)).
(b)(5)	Second Amendment to Combined Credit Agreements dated as of April 3, 2002, by and between Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and J.P. Morgan Chase, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.17 to Forest Oil Corporation's Registration Statement on Form S-4 dated June 11, 2002 (File No. 333-90220)).
(b)(6)	Third Amendment to Combined Credit Agreements dated as of May 31, 2002, by and between Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.18 Forest Oil Corporation's Registration Statement on Form S-4 dated June 11, 2002 (File No. 333-90220)).

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(b)(7)	Fourth Amendment to Combined Credit Agreement dated as of October 8, 2002, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.1 to Forest Oil Corporation's Current Report on Form 8-K, dated as of January 15, 2003 (File No. 1-13515)).
(b)(8)	Fifth Amendment to Combined Credit Agreements, dated as of January 7, 2003, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.2 to Forest Oil Corporation's Current Report on Form 8-K, dated as of January 15, 2003 (File No. 1-13515)).
(b)(9)	Sixth Amendment to Combined Credit Agreement dated March 19, 2003, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to the Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 10.1 to Form 10-Q for Forest Oil Corporation for the quarter ended March 31, 2003 (File No. 001-13515)).
(b)(10)	Seventh Amendment to Combined Credit Agreements, dated as of October 15, 2003, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to the Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 10.4 to Form 10-Q for Forest Oil Corporation for the quarter ended September 30, 2003 (File No. 001-13515)).

4

(b)(11)	Eighth Amendment to Combined Credit Agreements, dated March 4, 2004 among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, JPMorgan Chase Bank, Toronto Branch, successor to the Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.17 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2003 (File No. 001-13515)).
(d)(1)	Agreement and Plan of Merger, dated as of May 21, 2004, by and among Parent, Purchaser, and the Company.
(d)(2)	Stockholder Agreement dated May 21, 2004 by and among Forest Oil Corporation, TWOCO Acquisition Corp. and Wiser Investors, L.P.
(d)(3)	Stockholder Agreement dated May 21, 2004 by and among Forest Oil Corporation, TWOCO Acquisition Corp. and Wiser Investment Company, LLC.
(d)(4)	Stockholder Agreement dated May 21, 2004 by and among Forest Oil Corporation, TWOCO Acquisition Corp. and Dimeling, Schreiber & Park Reorganization Fund II, L.P.
(d)(5)	Confidentiality Agreement, dated as of February 23, 2004, by and between the Company and Parent.
(g)	None.
(h)	None.

ITEM 13.    INFORMATION REQUIRED BY SCHEDULE 13E-3.

        Not applicable.

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SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	FOREST OIL CORPORATION
	By:	/s/  NEWTON W. WILSON III
	Name:	Newton W. Wilson III
	Title:	Senior Vice President, General Counsel and Secretary
	TWOCO ACQUISITION CORP.
	By:	/s/  NEWTON W. WILSON III
	Name:	Newton W. Wilson III
	Title:	Vice President and Secretary
Dated: May 28, 2004

6

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase dated May 28, 2004.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.
(a)(1)(F)	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Summary Advertisement as published in The New York Times on May 28, 2004.
(a)(5)(B)	Press Release issued by Parent on May 23, 2004 announcing acquisition of The Wiser Oil Company (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent filed on May 24, 2004).
(a)(5)(C)	Transcript of Conference Call Held on May 24, 2004 to discuss acquisition of the Company (incorporated by reference to Exhibit 99.2 to the Schedule TO-C of Parent filed on May 24, 2004).
(a)(5)(D)	Press Release issued by Parent on May 24, 2004 announcing equity offering (incorporated by reference to Exhibit 99.3 to the Schedule TO-C of Parent filed on May 24, 2004).
(a)(5)(E)	Press Release issued by Parent on May 26, 2004 announcing the pricing of the equity offering (incorporated by reference to Exhibit 99.1 to the Schedule TO-C of Parent filed on May 27, 2004).
(b)(1)	Credit Agreement, dated as of October 10, 2000, among Forest Oil Corporation, the lenders party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, and The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.12 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2000 (File No. 001-13515)).
(b)(2)	Canadian Credit Agreement, dated as of October 10, 2000, among Canadian Forest Oil Ltd., the subsidiary borrowers from time to time parties thereto, the lenders party thereto, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, and The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.14 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2000 (File No. 001-13515)).
(b)(3)	Mortgage, Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing from Forest Oil Corporation to Robert C. Mertensotto, trustee, and Gregory P. Williams, trustee (Utah), and The Chase Manhattan Bank, as Global Administrative Agent, dated as of December 7, 2000 (incorporated herein by reference to Exhibit 4.13 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2000 (File No. 001-13515)).

(b)(4)	First Amendment to Combined Credit Agreement dated as of May 24, 2001, by and between Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.1 to Form 10-Q for Forest Oil Corporation for the quarter ended June 30, 2001 (File No. 001-13515)).
(b)(5)	Second Amendment to Combined Credit Agreements dated as of April 3, 2002, by and between Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and J.P. Morgan Chase, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.17 to Forest Oil Corporation's Registration Statement on Form S-4 dated June 11, 2002 (File No. 333-90220)).
(b)(6)	Third Amendment to Combined Credit Agreements dated as of May 31, 2002, by and between Forest Oil Corporation, Canadian Forest Oil Ltd., each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.18 Forest Oil Corporation's Registration Statement on Form S-4 dated June 11, 2002 (File No. 333-90220)).
(b)(7)	Fourth Amendment to Combined Credit Agreement dated as of October 8, 2002, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.1 to Forest Oil Corporation's Current Report on Form 8-K, dated as of January 15, 2003 (File No. 1-13515)).
(b)(8)	Fifth Amendment to Combined Credit Agreements, dated as of January 7, 2003, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.2 to Forest Oil Corporation's Current Report on Form 8-K, dated as of January 15, 2003 (File No. 1-13515)).

(b)(9)	Sixth Amendment to Combined Credit Agreement dated March 19, 2003, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to the Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 10.1 to Form 10-Q for Forest Oil Corporation for the quarter ended March 31, 2003 (File No. 001-13515)).
(b)(10)	Seventh Amendment to Combined Credit Agreements, dated as of October 15, 2003, among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, J.P. Morgan Bank Canada, successor to the Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 10.4 to Form 10-Q for Forest Oil Corporation for the quarter ended September 30, 2003 (File No. 001-13515)).
(b)(11)	Eighth Amendment to Combined Credit Agreements, dated March 4, 2004 among Forest Oil Corporation, Canadian Forest Oil Ltd., and the subsidiary borrowers from time to time parties thereto, each of the lenders that is a party thereto, Bank of America, N.A., as U.S. Syndication Agent, Citibank, N.A., as U.S. Documentation Agent, JPMorgan Chase Bank, Toronto Branch, successor to the Chase Manhattan Bank of Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent, and JPMorgan Chase Bank, successor to The Chase Manhattan Bank, as Global Administrative Agent (incorporated herein by reference to Exhibit 4.17 to Form 10-K for Forest Oil Corporation for the year ended December 31, 2003 (File No. 001-13515)).
(d)(1)	Agreement and Plan of Merger, dated as of May 21, 2004, by and among Parent, Purchaser, and the Company.
(d)(2)	Stockholder Agreement dated May 21, 2004 by and among Forest Oil Corporation, TWOCO Acquisition Corp. and Wiser Investors, L.P.
(d)(3)	Stockholder Agreement dated May 21, 2004 by and among Forest Oil Corporation, TWOCO Acquisition Corp. and Wiser Investment Company, LLC.
(d)(4)	Stockholder Agreement dated May 21, 2004 by and among Forest Oil Corporation, TWOCO Acquisition Corp. and Dimeling, Schreiber & Park Reorganization Fund II, L.P.
(d)(5)	Confidentiality Agreement, dated as of February 23, 2004, by and between the Company and Parent.
(g)	None.
(h)	None.

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ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

SIGNATURES
EXHIBIT INDEX

EX-99.(A)(1)(A)

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Exhibit 99(a)(1)(A)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK

OF

THE WISER OIL COMPANY
AT
$10.60 NET PER SHARE
BY

TWOCO ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF

FOREST OIL CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

        THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 21, 2004 (THE "MERGER AGREEMENT"), BY AND AMONG FOREST OIL CORPORATION, A NEW YORK CORPORATION ("PARENT"), TWOCO ACQUISITION CORP., A DELAWARE CORPORATION ("PURCHASER"), AND THE WISER OIL COMPANY, A DELAWARE CORPORATION (THE "COMPANY"). THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THAT NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE COMPANY (THE "SHARES"), THAT CONSTITUTES A MAJORITY OF THE VOTING POWER (DETERMINED ON A FULLY DILUTED BASIS BUT EXCLUDING THE COMPANY WARRANTS (AS DEFINED HEREIN)) OF ALL SECURITIES OF THE COMPANY ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS OR IN A MERGER, (2) SINCE DECEMBER 31, 2003, THERE HAVING BEEN NO EVENT, OCCURRENCE, DEVELOPMENT OR STATE OF CIRCUMSTANCES OR FACTS WHICH, INDIVIDUALLY OR IN THE AGGREGATE, HAD OR WOULD REASONABLY BE EXPECTED TO HAVE, A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED HEREIN), (3) ANY APPLICABLE WAITING PERIOD UNDER THE COMPETITION ACT (CANADA) (THE "COMPETITION ACT") HAVING EXPIRED, AN ADVANCE RULING CERTIFICATE PURSUANT TO SECTION 102 OF THE COMPETITION ACT HAVING BEEN ISSUED BY THE COMMISSIONER OF COMPETITION APPOINTED UNDER THE COMPETITION ACT (THE "COMMISSIONER") OR A "NO ACTION" LETTER HAVING BEEN ISSUED BY THE COMMISSIONER INDICATING THAT THE COMMISSIONER WILL NOT MAKE AN APPLICATION FOR AN ORDER UNDER SECTION 92 OF THE COMPETITION ACT AND (4) THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA SHALL HAVE CONFIRMED THAT THE INVESTMENT BY PARENT IN THE COMPANY'S CANADIAN BUSINESS IS NOT REVIEWABLE UNDER THE INVESTMENT CANADA ACT OR THE INVESTMENT HAS BEEN APPROVED BY THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS DESCRIBED IN THIS OFFER TO PURCHASE. SEE "SECTION 1—TERMS OF THE OFFER; EXPIRATION DATE" AND "SECTION 14—CONDITIONS OF THE OFFER," WHICH SET FORTH IN FULL THE CONDITIONS TO THE OFFER.

        THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER (EACH AS DEFINED HEREIN), ARE ADVISABLE TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND THE HOLDERS OF SHARES, HAS APPROVED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH

OF THE OFFER AND MERGER, AND HAS RECOMMENDED THAT THE HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

IMPORTANT

        If you wish to tender all or any portion of your Shares, you should either:

        (1)   complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have your signature guaranteed if required by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of Transmittal (or such facsimile) and any other required documents to Mellon Investor Services (the "Depositary") and either (i) deliver the certificates for such Shares to the Depositary along with the Letter of Transmittal (or facsimile) or (ii) deliver such Shares pursuant to the procedure for book-entry transfer as set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, or

        (2)   request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you.

        If you have Shares registered in the name of a banker, dealer, broker, trust company or other nominee, you must contact it if you desire to tender your Shares.

        If you wish to tender Shares and your certificates for Shares are not immediately available or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined herein), your tender may be effected by following the procedure for guaranteed delivery set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase.

        Questions and requests for assistance may be directed to Georgeson Shareholder Communications Inc., the Information Agent, at its address and telephone number listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent.

The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc.
17 State Street
10th Floor
New York, New York 10004

Banks and Brokers Call:
(212) 440-9800

All Others Call Toll Free:
(800) 733-8405

May 28, 2004

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TABLE OF CONTENTS

		PAGE
SECTION 1.	TERMS OF THE OFFER; EXPIRATION DATE	14
SECTION 2.	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES	17
SECTION 3.	PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES	18
SECTION 4.	WITHDRAWAL RIGHTS	21
SECTION 5.	U.S. FEDERAL INCOME TAX CONSEQUENCES	22
SECTION 6.	PRICE RANGE OF SHARES; DIVIDENDS	24
SECTION 7.	CERTAIN INFORMATION CONCERNING THE COMPANY	25
SECTION 8.	CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT	26
SECTION 9.	FINANCING OF THE OFFER AND THE MERGER	27
SECTION 10.	BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY; THE MERGER AGREEMENT AND RELATED AGREEMENTS	28
SECTION 11.	PURPOSE OF THE OFFER; PLANS FOR THE COMPANY AFTER THE OFFER AND THE MERGER	45
SECTION 12.	DIVIDENDS AND DISTRIBUTIONS	48
SECTION 13.	POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR SHARES, NYSE LISTING, MARGIN REGULATIONS AND EXCHANGE ACT REGISTRATION	49
SECTION 14.	CONDITIONS OF THE OFFER	50
SECTION 15.	CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS	52
SECTION 16.	FEES AND EXPENSES	54
SECTION 17.	MISCELLANEOUS	54

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SUMMARY TERM SHEET

        TWOCO Acquisition Corp., which is referred to in this Offer to Purchase as "Purchaser," "we" or "us," is offering to purchase all of the outstanding shares of common stock, of The Wiser Oil Company, which is referred to in this Offer to Purchase as the "Company" or "Wiser," for $10.60 per share in cash. The following are some of the questions you, as a stockholder of Wiser, may have and answers to those questions. We urge you to carefully read the remainder of this Offer to Purchase and the Letter of Transmittal for our offer because the information in this Summary Term Sheet is not complete. Additional important information about our offer is contained in the remainder of this Offer to Purchase and the Letter of Transmittal for our offer. We have included references to the sections of this document where you will find a more complete discussion of the topics covered in this Summary Term Sheet.

Q.    WHO IS OFFERING TO BUY MY SHARES?

        A.    We are called TWOCO Acquisition Corp. We are a Delaware corporation formed for the purpose of making this tender offer and merging with Wiser. We are a wholly owned subsidiary of Forest Oil Corporation, which is referred to in this offer to purchase as "Parent" or "Forest." Forest is an independent oil and gas company engaged in the acquisition, exploration, development and production of natural gas and liquids in North America and selected international locations. See "Section 8—Certain Information Concerning Purchaser and Parent."

Q.    WHAT SHARES ARE YOU OFFERING TO PURCHASE?

        A.    We are offering to purchase all of the outstanding shares of common stock of Wiser. In this offer to purchase, "Share" means a share of common stock of Wiser. See "Section 1—Terms of the Offer; Expiration Date."

Q.    HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

        A.    We are offering to pay $10.60 per Share, net to you, in cash (without interest) for each of your shares of common stock of Wiser. See "Section 1—Terms of the Offer; Expiration Date."

Q.    DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO TENDER?

        A.    If you are a record owner of your Shares and you tender those Shares in the offer, you will not have to pay any brokerage or similar fees. However, if you own your Shares through a broker or other nominee and your broker tenders on your behalf, your broker may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

Q.    DO YOU HAVE THE FINANCIAL RESOURCES TO PAY FOR THE SHARES?

        A.    Yes. Forest, our parent company, and/or one or more of its subsidiaries will contribute sufficient funds to us to pay for all of the Shares that are accepted for payment by us in our offer. Our offer is not subject to any financing condition. See "Section 9—Financing of the Offer and the Merger."

Q.    IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE
    OFFER?

        A.    We do not think our financial condition is relevant to your decision whether to tender Shares and accept the offer because:

•

the offer is being made for all outstanding Shares solely for cash;

4

•

the offer is not subject to any financing condition; and



•

if we consummate the offer, we will acquire all remaining Shares for the same cash price in the merger.

See "Section 9—Financing of the Offer and the Merger."

Q.    HOW LONG DO I HAVE TO TENDER MY SHARES IN THE OFFER?

        A.    Unless we extend our offer, you will have until 12:00 midnight, New York City time, on June 25, 2004, the 20th business day of our offer, to tender your Shares in the offer. See "Section 1—Terms of the Offer; Expiration Date" and "Section 3—Procedures for Accepting the Offer and Tendering Shares."

Q.    CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

        A.    Yes. We agreed with Wiser that we may extend the offer if at the time the offer is scheduled to expire (including at the end of an earlier extension) any of the offer conditions is not satisfied (or waived by us). In addition, we will extend the offer for up to ten business days from the initial expiration date if at any expiration of the offer prior to that time it is expected that any conditions not satisfied (or waived by us) can be reasonably satisfied within such period.

        In addition, at the request of Wiser, we will extend the offer (but are not obligated to do so beyond July 31, 2004) until all applicable waiting periods under the Competition Act (Canada) have expired or have been terminated, until the approval of the Investment Review Division of Industry Canada under the Investment Canada Act, if required, or until the condition regarding actions by governmental entities or third persons challenging the transactions contemplated by the Merger Agreement have been satisfied or waived.

        We may also extend the offer for any period required by the rules of the Securities and Exchange Commission or applicable law.

        We may also extend the offer for one or more periods not exceeding 20 business days, in the aggregate, if the number of Shares tendered and not withdrawn represents more than 50% but less than 90% of the number of Shares outstanding on a fully diluted basis at the time the offer is scheduled to expire. In this case, we will be deemed to have waived the conditions to the offer related to the accuracy of Wiser's representations and warranties contained in the Merger Agreement and the absence of a material adverse change of Wiser, as well as certain of Forest's rights to terminate the Merger Agreement, unless the inaccuracy in Wiser's representations and warranties or Forest's right to terminate results from any willful or intentional breach of any material obligation of Wiser.

        We may also extend the offer for up to two periods, not exceeding ten business days on each occasion, if among other events, there is a disruption in the banking or securities markets of the United States or there has been a commencement of war or armed hostilities or other national or international calamity involving the United States that has a material adverse effect on the banking or securities markets in the United States, in each case at the time the offer is scheduled to expire.

        We may also elect to provide one or more "subsequent offering periods," which are additional periods of time beginning after we have purchased Shares tendered during the offer, but not to exceed 20 business days, in the aggregate, during which stockholders may tender their Shares and receive the offer consideration. See "Section 1—Terms of the Offer; Expiration Date."

Q.    HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

        A.    If we extend the offer, we will inform Mellon Investor Services (which is the depositary for our offer) of that fact and will make a public announcement of the extension, by not later than

5

9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See "Section 1—Terms of the Offer; Expiration Date."

Q.    WHAT IS THE MOST SIGNIFICANT CONDITION TO THE OFFER?

        A.    We are not obligated to purchase any tendered Shares unless the number of Shares validly tendered and not properly withdrawn prior to the expiration of the offer constitutes a majority of voting power (determined on a fully diluted basis but excluding the Company Warrants (as defined herein)) of all securities of Wiser entitled to vote in the election of directors or in a merger.

        The offer is also subject to a number of other conditions. See "Section 14—Conditions of the Offer."

Q.    HOW DO I TENDER MY SHARES?

        A.    To tender all or any portion of your Shares in our offer, you must either deliver the certificate or certificates representing your tendered Shares, together with the Letter of Transmittal (or a facsimile copy of it) enclosed with this Offer to Purchase, properly completed and duly signed, together with any required signature guarantees and any other required documents, to Mellon Investor Services, or tender your shares using the book-entry procedure described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, prior to the expiration of our offer.

        If your Shares are held in street name through a broker, dealer, bank, trust company or other nominee and you wish to tender all or any portion of your Shares in our offer, the broker, dealer, bank, trust company or other nominee that holds your Shares must tender them on your behalf through Mellon Investor Services.

        If you cannot deliver something that is required to be delivered to the depositary prior to the expiration of the offer, you may obtain additional time to do so by having a broker, bank or other fiduciary that is a member of Securities Transfer Agent's Medallion Program or other eligible institution guarantee that the missing items will be received by the depositary within three New York Stock Exchange trading days. However, the depositary must receive the missing items within that three trading day period. See "Section 3—Procedures for Accepting the Offer and Tendering Shares."

Q.    HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

        A.    To withdraw some or all of the Shares you previously tendered in our offer, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw the Shares. You can withdraw Shares at any time until the offer has expired and, if we have not agreed to accept your Shares for payment by July 26, 2004, you can withdraw them at any time after such date until we accept Shares for payment. If we decide to provide a subsequent offering period, we will accept Shares tendered during that period immediately and thus you will not be able to withdraw Shares tendered in the offering during any subsequent offering period. See "Section 4—Withdrawal Rights."

Q.    HAS WISER'S BOARD OF DIRECTORS APPROVED YOUR OFFER?

        A.    Yes. Our offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 21, 2004, by and among Forest, Wiser and us. Wiser's Board of Directors has unanimously:

•

determined that the Merger Agreement and the transactions contemplated by it, including our offer and the merger, are advisable to, and in the best interests of, Wiser and its stockholders;



•

approved and declared advisable the Merger Agreement and the transactions contemplated by it, including our offer and the merger; and

6

•

recommended that Wiser's stockholders accept our offer and tender their Shares pursuant to our offer.

        See "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements."

        The factors considered by Wiser's Board of Directors in making the determinations and recommendation set forth above are described in Wiser's Solicitation/Recommendation Statement on Schedule 14D-9, which has been filed with the Securities and Exchange Commission and is being mailed to you with this Offer to Purchase.

        On May 21, 2004, Petrie Parkman & Co., Inc. ("Petrie Parkman") rendered to Wiser's Board of Directors its oral opinion, subsequently confirmed in writing, that, as of May 21, 2004, and based upon and subject to the matters set forth therein, the $10.60 per Share price to be received by the holders of the Shares in the offer and the merger was fair, from a financial point of view, to such holders. Stockholders of Wiser are urged to, and should, carefully read Wiser's Solicitation/Recommendation Statement on Schedule 14D-9 and the opinion of Petrie Parkman, which is annexed thereto, in their entirety.

        In the event Wiser's Board of Directors withdraws or modifies in a manner adverse to Forest, its approval or recommendation of the Merger Agreement, the offer or the merger, and Forest elects to terminate the Merger Agreement, Wiser will be required to pay Forest a $11 million termination fee.

Q.    HAVE ANY STOCKHOLDERS AGREED TO TENDER THEIR SHARES IN THE OFFER?

        A.    Yes. Certain stockholders owning approximately 41% of the issued and outstanding Shares as of May 21, 2004 have agreed to tender their Shares in the offer. See "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements."

Q.    WHAT ARE YOUR PLANS IF YOU SUCCESSFULLY COMPLETE YOUR OFFER BUT DO
    NOT ACQUIRE ALL OF THE OUTSTANDING SHARES IN YOUR OFFER?

        A.    If we successfully complete our offer, as soon as practicable following the completion of our offer, we intend to merge with and into Wiser. As a result of that merger, all of the outstanding Shares that are not tendered in our offer (other than Shares that are owned by Wiser or us, and Shares that are owned by any stockholder of Wiser who is entitled to and properly exercises appraisal rights under Delaware law in respect of their Shares) will be canceled and converted into the right to receive $10.60 per Share in cash.

        Our obligation to merge with Wiser following the successful completion of our offer is conditioned on the adoption of the Merger Agreement by the holders of a majority of Wiser's outstanding Shares under Delaware law (if required), there being no provision of any applicable law or order of any governmental entity of competent jurisdiction which has the effect of making the merger illegal or otherwise restraining or prohibiting the consummation of the merger and all applicable consents and approvals of any governmental entities required in connection with the merger shall have been obtained where the failure to obtain such consents or approvals would make the merger illegal or have a material adverse effect on Wiser or a material adverse effect on Forest. If we successfully complete our offer, we will hold a sufficient number of Shares to ensure the requisite adoption of the Merger Agreement by Wiser's stockholders under Delaware law to consummate the merger. In addition, if we own at least 90% of the outstanding Shares, we will not be required to obtain stockholder approval to consummate the merger.

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Q.    IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO WISER'S
    BOARD OF DIRECTORS?

        A.    Effective upon the acceptance for payment pursuant to our offer of any Shares, Forest is entitled to designate a number of directors, rounded up to the next whole number, on Wiser's Board of Directors equal to the product of (i) the total number of directors (giving effect to the election of directors designated by Forest) and (ii) the percentage that the number of Shares beneficially owned by Forest and/or us (including Shares accepted for payment) bears to the total number of Shares outstanding. Wiser is required to take all action necessary to cause Forest's designees to be elected or appointed to Wiser's board of directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. In such event, Wiser will also use its commercially reasonable efforts to ensure that its Board of Directors has at least two members who were directors as of May 21, 2004 and who are not affiliates, stockholders or employees of Forest or any of its subsidiaries.

Q.    FOLLOWING THE OFFER, WILL WISER CONTINUE AS A PUBLIC COMPANY?

        A.    If and when the merger takes place, Shares of Wiser will no longer be publicly owned. Even if the merger does not take place, there may be so few remaining stockholders and publicly held Shares that they will no longer be eligible to be traded on the New York Stock Exchange or any other securities exchange and there may not be an active public trading market (or, possibly, any public trading market) for them. As a result of the merger, the registration of the shares of common stock of Wiser under the Securities Exchange Act of 1934, as amended, will be terminated. Consequently, following the merger, Wiser will be relieved of the duty to file proxy and information statements, and its officers, directors and more than 10% stockholders will be relieved of the reporting requirements under, and the "short swing" profit liability provisions of, Section 16 of the Exchange Act. Even if Wiser's common stock will no longer be traded on the New York Stock Exchange, and Wiser is no longer required to make filings with the Securities and Exchange Commission in respect of its common stock, Wiser will be obligated to continue to make filings with the Securities and Exchange Commission pursuant to the indenture governing its publicly held debt securities for so long as such debt securities remain outstanding.

Q.    IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

        A.    If we successfully complete our offer, but you do not tender your Shares in our offer, and the merger takes place, your Shares will be canceled and converted into the right to receive in such merger the same amount of cash per Share which you would have received had you tendered your Shares in our offer (without interest), subject to your right to pursue your appraisal rights under Delaware law. Therefore, if we complete the merger, unless you perfect your appraisal rights under Delaware law, the only difference to you between tendering Shares accepted for payment in our offer and not doing so is that you will be paid earlier if you tender your Shares.

        However, until the merger is consummated or if the merger were not to take place for some reason, the number of holders of Shares which are still in the hands of the public may be so small that there will no longer be an active public trading market (or possibly, any public trading market) for Shares.

        Also, Shares may no longer be eligible to be traded on the New York Stock Exchange, as Wiser may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the Securities and Exchange Commission's rules relating to publicly held companies. However, Wiser will be obligated to continue to make filings with the Securities and Exchange Commission pursuant to the indenture governing its publicly held debt securities for so long as such debt securities remain outstanding. See "Section 11—Purpose of the Offer; Plans for the

8

Company after the Offer and the Merger" and "Section 13—Possible Effects of the Offer on the Market for the Shares, NYSE Listing, Margin Regulations and Exchange Act Registration."

        If we successfully complete our offer, it is possible that the Shares might no longer constitute "margin securities" for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See "Section 13—Possible Effects of the Offer on the Market for Shares, NYSE Listing, Margin Regulations and Exchange Act Registration."

Q.    ARE APPRAISAL RIGHTS AVAILABLE IN EITHER THE OFFER OR THE MERGER?

        A.    Appraisal rights are not available in connection with our offer. If, however, you choose not to tender your Shares in our offer and we purchase Shares in our offer, appraisal rights will be available to you in connection with our merger with and into Wiser. If you choose to exercise your appraisal rights in connection with the merger, and you comply with the applicable requirements under Delaware law, you will be entitled to payment for your Shares based on a fair and independent appraisal of the value of your Shares. The value may be more or less than the $10.60 per Share that we are offering to pay you for your Shares in our offer or that you would otherwise receive in the merger. See "Section 11—Purpose of the Offer; Plans for the Company After the Offer and the Merger."

Q.    WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

        A.    On May 21, 2004, the last full trading day before we announced our offer, the last reported closing price per share reported on the New York Stock Exchange was $8.02. On May 27, 2004, the last full trading day prior to the mailing of this offer to purchase, the closing sale price for Shares reported on the New York Stock Exchange was $10.54 per Share. Please obtain a recent quotation for Shares before deciding whether to tender your Shares. See "Section 6—Price Range of Shares; Dividends."

Q.    WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED
    TRANSACTIONS?

        A.    Your receipt of cash consideration in the offer or the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the particular effect the proposed transactions will have on your Shares. See "Section 5—U.S. Federal Income Tax Consequences."

Q.    WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

        A.    You can call Georgeson Shareholder Communications Inc., the information agent for our offer.

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004

Banks and Brokers Call:
(212) 440-9800

All Others Call Toll Free:
(800) 905-7237

9

        To the holders of Common Stock of The Wiser Oil Company:

INTRODUCTION

        TWOCO Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation ("Parent"), hereby offers to purchase all of the shares of common stock, par value $0.01 per share (the "Shares"), of The Wiser Oil Company, a Delaware corporation (the "Company"), at a purchase price of $10.60 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the Letter of Transmittal enclosed with this Offer to Purchase, which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer." Unless the context indicates otherwise, as used herein, references to "you" or "Stockholders" shall mean holders of Shares and references to "we" or "us" shall mean Purchaser.

        Tendering Stockholders whose Shares are registered in their own name and who tender directly to Mellon Investor Services, which is acting as the depositary for the Offer (the "Depositary"), will not be obligated to pay brokerage fees or commissions in connection with the Offer or, except as otherwise provided in Instruction 6 to the Letter of Transmittal for the Offer, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. A Stockholder who holds Shares through a broker, dealer, bank, trust company or other nominee should consult with such institution to determine whether it will charge any service fees for tendering such Stockholder's Shares to Purchaser in the Offer. Any tendering Stockholder or other payee that fails to complete and sign the Substitute Form W-9, which is included in the Letter of Transmittal, or IRS Form W-8 or a suitable substitute form (in the case of non-U.S. Stockholders), may be subject to a required back-up U.S. federal income tax withholding of 28% of the gross proceeds payable to such Stockholder or other payee pursuant to the Offer. See "Section 5—U.S. Federal Income Tax Consequences." Purchaser or Parent will pay all charges and expenses incurred in connection with the Offer of both the Depositary and Georgeson Shareholder Communications Inc., which is acting as the information agent for the Offer (the "Information Agent"). See "Section 16—Fees and Expenses."

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 21, 2004 (the "Merger Agreement"), among Parent, Purchaser and the Company. The Merger Agreement provides, among other things, that as soon as practicable after the purchase of Shares pursuant to the Offer and the satisfaction or waiver of certain other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Purchaser will be merged with and into the Company (the "Merger"). As a result of the Merger, the Company will continue as the surviving corporation (the "Surviving Corporation") and will become a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company or Shares owned by Purchaser or Parent, or any direct or indirect wholly owned subsidiary of Parent or any wholly owned subsidiary of the Company, and other than Shares held by Stockholders who are entitled to and have properly exercised appraisal rights under Delaware Law) shall be canceled and converted automatically into the right to receive $10.60 per Share in cash, or any higher price that may be paid per Share in the Offer, without interest (the "Merger Consideration"). Stockholders who have properly demanded appraisal rights in accordance with Section 262 of Delaware Law will be entitled to receive, in connection with the Merger, cash for the fair value of their Shares as determined pursuant to the procedures prescribed by Delaware Law. See "Section 11—Purpose of the Offer; Plans for the Company After the Offer and the Merger." The Merger Agreement is more fully described in "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements."

        THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE

10

TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER, ARE ADVISABLE TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND THE HOLDERS OF SHARES, HAS APPROVED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER, AND HAS RECOMMENDED THAT THE HOLDERS OF SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

        THE FACTORS CONSIDERED BY THE COMPANY'S BOARD IN MAKING THE DETERMINATIONS AND RECOMMENDATIONS DESCRIBED ABOVE ARE DESCRIBED IN THE COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, WHICH HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND IS BEING MAILED TO THE STOCKHOLDERS IN CONNECTION WITH THIS OFFER TO PURCHASE.

        On May 21, 2004, Petrie Parkman rendered to the Company's Board of Directors its oral opinion, subsequently confirmed in writing, that, as of May 21, 2004, and based upon and subject to the matters set forth therein, the $10.60 per Share price to be received by the holders of the Shares in the Offer and the Merger was fair, from a financial point of view, to such holders. A copy of the written opinion of Petrie Parkman is contained in the Schedule 14D-9, which has been filed with the SEC in connection with the Offer and which is being mailed to Stockholders with this Offer to Purchase. Stockholders are urged to read such opinion carefully in its entirety for a description of the procedures followed, the matters considered, the assumptions made and qualifications and limitations of the review undertaken by Petrie Parkman.

        THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THAT NUMBER OF SHARES THAT CONSTITUTES A MAJORITY OF THE VOTING POWER (DETERMINED ON A FULLY DILUTED BASIS BUT EXCLUDING THE COMPANY WARRANTS (AS DEFINED HEREIN)) OF ALL SECURITIES OF THE COMPANY ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS OR IN A MERGER (THE "MINIMUM CONDITION"), (2) SINCE DECEMBER 31, 2003, THERE HAVING BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT OR STATE OF CIRCUMSTANCES OR FACTS WHICH, INDIVIDUALLY OR IN THE AGGREGATE, HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED HEREIN), (3) ANY APPLICABLE WAITING PERIOD UNDER THE COMPETITION ACT (CANADA) (THE "COMPETITION ACT") HAVING EXPIRED, AN ADVANCE RULING CERTIFICATE PURSUANT TO SECTION 102 OF THE COMPETITION ACT HAVING BEEN ISSUED BY THE COMMISSIONER OF COMPETITION APPOINTED UNDER THE COMPETITION ACT (THE "COMMISSIONER") OR A "NO ACTION" LETTER HAVING BEEN ISSUED BY THE COMMISSIONER INDICATING THAT THE COMMISSIONER WILL NOT MAKE AN APPLICATION FOR AN ORDER UNDER SECTION 92 OF THE COMPETITION ACT (THE "COMPETITION ACT CONDITION"), AND (4) THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA SHALL HAVE CONFIRMED THAT THE INVESTMENT BY PARENT IN THE COMPANY'S CANADIAN BUSINESS IS NOT REVIEWABLE UNDER THE INVESTMENT CANADA ACT OR THE INVESTMENT HAS BEEN APPROVED BY THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA (THE "INVESTMENT ACT CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS DESCRIBED IN THIS OFFER TO PURCHASE. SEE "SECTION 1—TERMS OF THE OFFER; EXPIRATION DATE" AND "SECTION 14—CONDITIONS OF THE OFFER," WHICH SET FORTH IN FULL THE CONDITIONS TO THE OFFER.

11

        Effective upon the acceptance for payment pursuant to our Offer of any Shares, Parent will be entitled to designate a number of directors, rounded up to the next whole number, to serve on the Board as will give Purchaser representation on the Board equal to the product of (i) the total number of directors on the Board (giving effect to the election of directors designated by Parent), and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) bears to the total number of Shares outstanding. The Company is required to take all action necessary to cause Parent's designees to be elected or appointed to the Board, including increasing the size of the Board and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board in order to satisfy the New York Stock Exchange, Inc. ("NYSE") listing requirements). Unless waived in writing by Parent, the Company will, prior to expiration of the Offer, deliver to Parent such resignations of directors conditioned upon acceptance of Shares for payment and evidence of the valid election of Parent's designees to the Company's Board conditioned upon acceptance of the Shares for payment to effect the foregoing. At such time, the Company will also cause individuals designated by Parent to constitute the same percentage as is on the entire Board, rounded up to the next whole number, to be on (i) each committee of the Board and (ii) each board of directors and each committee thereof of each subsidiary of the Company, in each case only to the extent permitted by applicable law. The Company shall use its commercially reasonable efforts to cause the Board to have at least two directors who were directors on May 21, 2004, and who are not affiliates, stockholders or employees of Parent or any of its subsidiaries (the "Independent Directors"). If any Independent Director ceases to be a director for any reason whatsoever, the remaining Independent Directors (or Independent Director if there is only one remaining) shall be entitled to designate any other person who shall not be an affiliate, stockholder or employee of Parent or any of its subsidiaries to fill the vacancy and such person will be deemed to be an Independent Director for all purposes of the Merger Agreement. If at any time there are no Independent Directors, the other directors of the Company then in office shall designate two persons to fill such vacancies and those persons will not be affiliates, stockholders or employees of Parent or any of its subsidiaries and such persons will be deemed to be Independent Directors for all purposes of the Merger Agreement. In all cases, the selection of any Independent Directors who were not directors on May 21, 2004 will be subject to the approval of Parent, not to be unreasonably withheld or delayed.

        The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including (i) the acceptance for payment of, and payment for, Shares by Purchaser in the Offer, (ii) the absence of any provision of any applicable law or order of any governmental entity of competent jurisdiction which has the effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger, (iii) if necessary, the adoption of the Merger Agreement by the requisite vote of the Stockholders in accordance with Delaware Law, and (iv) all applicable consents and approvals of any governmental entities required in connection with the Merger shall have been obtained where the failure to obtain such consents or approvals would make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect. For a more detailed description of the conditions to the Merger, see "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements." Under Delaware Law, in the event Purchaser does not acquire at least 90% of the then outstanding Shares after the consummation of the Offer, the affirmative vote of the holders of a majority of the voting power of all Shares is required to adopt the Merger Agreement. Consequently, if Purchaser acquires (pursuant to the Offer or otherwise) at least a majority of the voting power of all Shares on a fully diluted basis, then Purchaser will have sufficient voting power to adopt the Merger Agreement without the vote of any other Stockholder. See "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements" and "Section 11—Purpose of the Offer; Plans for the Company After the Offer and the Merger." Under Delaware Law, if Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the then outstanding Shares, Purchaser will be able to effect the Merger without a vote of

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the holders of Shares. In such event, Parent, Purchaser and the Company have agreed to take all necessary and appropriate action to cause the Merger to become effective in accordance with Delaware Law as promptly as practicable after such acquisition, without a meeting of the holders of Shares. If, however, Purchaser does not acquire at least 90% of the then outstanding Shares after consummation of the Offer and a vote of the holders of Shares is required under Delaware Law, a significantly longer period of time will be required to effect the Merger. See "Section 11—Purpose of the Offer; Plans for the Company after the Offer and the Merger."

        The Company has advised Purchaser that as of May 20, 2004, (i) 15,471,007 Shares were issued and outstanding, (ii) no shares of preferred stock, par value $10.00 per share, of the Company were issued and outstanding, (iii) an additional 540,750 Shares were subject to outstanding stock options and (iv) an additional 741,716 Shares were subject to outstanding warrants ("Company Warrants"). Based on such numbers, the Minimum Condition would be satisfied if Purchaser acquired 8,005,879 Shares. Also, as of such date, Purchaser could cause the Merger to become effective in accordance with Delaware Law, without a meeting of the holders of Shares, if Purchaser acquired 13,923,906 Shares (assuming none of the outstanding stock options or Company Warrants are exercised).

        As an inducement to Parent and Purchaser to enter into the Merger Agreement, Wiser Investors, L.P. ("WILP"), Wiser Investment Company, LLC ("WIC") and Dimeling, Schreiber & Park Reorganization Fund II, L.P. ("DSP") (each of WILP, WIC and DSP are referred to herein individually as a "Supporting Stockholder" and collectively as the "Supporting Stockholders") who together own 6,399,201 Shares (or approximately 41% of the issued and outstanding Shares as of May 21, 2004), each entered into a Stockholder Agreement with Parent and Purchaser dated May 21, 2004 (each, a "Stockholder Agreement"). Pursuant to the Stockholder Agreements, the Supporting Stockholders have agreed, among other things and subject to certain conditions, (i) to tender the Shares owned by such Supporting Stockholders in the Offer, (ii) to not withdraw any Shares tendered in the Offer, and (iii) to vote the Shares owned by such Supporting Stockholders in favor of the Merger Agreement and the approval of the Merger. In addition, the Supporting Stockholders have agreed that in the event the Merger Agreement is terminated because of certain specified reasons and within nine months of such termination a Supporting Stockholder sells any of its securities of the Company (the "Subject Securities"), such Supporting Stockholder must pay to Parent some or all of the value of any consideration received in connection with such sale above the initial Offer Price of $10.60. For a more detailed description of the Stockholder Agreements, see "Section 10. Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements—Stockholder Agreements."

        Purchaser may provide for a Subsequent Period (as defined below) in connection with the Offer. If Purchaser elects to provide a Subsequent Period, it will make a public announcement thereof on the next business day after the Expiration Date. See "Section 1—Terms of the Offer; Expiration Date."

        Appraisal rights are not available in connection with the Offer. If, however, a Stockholder elects not to tender his, her or its Shares in the Offer and Purchaser purchases Shares in the Offer, appraisal rights will be available to such Stockholder who does not tender Shares in the Offer in connection with the Merger with and into the Company. If a Stockholder elects to exercise appraisal rights in connection with the Merger, and that Stockholder complies with the applicable requirements under Delaware Law, that Stockholder will be entitled to payment for his, her or its Shares based on a fair and independent appraisal of the value of such Shares. The value may be more or less than the $10.60 per Share that Purchaser is offering to pay for Shares in the Offer or that a Stockholder would otherwise receive in the Merger. See "Section 11—Purpose of the Offer; Plans for the Company after the Offer and the Merger—Appraisal Rights."

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        Certain material U.S. federal income tax consequences of the sale of the Shares pursuant to the Offer and the conversion of Shares pursuant to the Merger are described in "Section 5—U.S. Federal Income Tax Consequences."

        If, between the date of the Merger Agreement and the date on which any particular Share is accepted for payment and paid for pursuant to the Offer, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price applicable to such Share will be appropriately adjusted.

        OTHER THAN THE MINIMUM CONDITION, WE RESERVE THE RIGHT TO AMEND OR WAIVE ANY ONE OR MORE OF THE OTHER CONDITIONS TO THIS OFFER, SUBJECT TO THE TERMS OF THE MERGER AGREEMENT AND THE APPLICABLE RULES AND REGULATIONS OF THE SEC.

        THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

SECTION 1.    TERMS OF THE OFFER; EXPIRATION DATE

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and pay the Offer Price for all Shares validly tendered (and not withdrawn in accordance with the procedures set forth in "Section 4—Withdrawal Rights") on or prior to the Expiration Date. The term "Expiration Date" means 12:00 midnight, New York City time, on June 25, 2004, unless and until Purchaser (subject to the terms and conditions of the Merger Agreement) shall have extended the period during which the Offer is open, in which case Expiration Date shall mean the latest time and date at which the Offer, as extended by Purchaser, will expire.

        THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OF THE MINIMUM CONDITION, THE COMPETITION ACT CONDITION, THE INVESTMENT ACT CONDITION AND THE SATISFACTION OR WAIVER OF THE OTHER CONDITIONS SET FORTH UNDER "SECTION 14—CONDITIONS OF THE OFFER."

        If by the Expiration Date any or all of the conditions to the Offer have not been satisfied or waived, Purchaser reserves the right (but Purchaser shall not be obligated), subject to the applicable rules and regulations of the SEC and subject to the terms of and the limitations set forth in the Merger Agreement, to (a) terminate the Offer and not pay for any Shares and return all tendered Shares to tendering Stockholders, (b) waive or reduce all the unsatisfied conditions (other than the satisfaction of the Minimum Condition) and, subject to any required extension, accept for payment and pay for all Shares validly tendered prior to the Expiration Date, (c) extend the Offer and, subject to each Stockholder's right to withdraw Shares until the Expiration Date, retain the Shares that have been tendered during the period or periods for which the Offer is extended or (d) amend the Offer.

        Amendment of the Offer.    Subject to the applicable rules and regulations of the SEC and subject to the terms and conditions of the Merger Agreement, Purchaser expressly reserves the right to increase the price per Share payable in the Offer and to make any other changes in the terms and conditions of the Offer, except that without the written consent of the Company, Purchaser may not change the form of consideration to be paid in the Offer, decrease the Offer Price or the number of Shares sought in the Offer, impose additional conditions to the Offer, modify any of the conditions to the Offer described in "Section 14—Conditions of the Offer" in any manner adverse to the Stockholders, change or waive the Minimum Condition and, except as described below, extend the Offer.

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        The Merger Agreement provides that Purchaser may, without the consent of the Company, extend the Offer (i) beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares as described in "Section 14—Conditions of the Offer," shall not be satisfied or waived, (ii) for any period required by any rule, regulation or interpretation of the SEC, or the staff thereof, applicable to the Offer, (iii) for one or more periods of up to 20 business days, in the aggregate, beyond the scheduled expiration date if, as of such date, all of the conditions of the Offer are satisfied or have been waived but the aggregate number of Shares tendered and not withdrawn, together with Shares then owned by Purchaser and Parent, is not at least 90% of the then outstanding Shares on a fully diluted basis (provided that, Parent shall be deemed to have waived the conditions to the offer related to the accuracy of the Company's representations and warranties contained in the Merger Agreement and the absence of a material adverse change of the Company, as well as certain rights to terminate the Merger Agreement, unless the inaccuracy in the Company's representations and warranties or Parent's right to terminate results from any willful or intentional breach of any material obligation of the Company), (iv) for up to two periods (not exceeding ten business days on each occasion) if among other events, there is a disruption in the banking or securities markets of the United States or there has been a commencement of war or armed hostilities or other national or international calamity involving the United States that has a material adverse effect on the banking or securities markets in the United States, in each case at the time the offer is scheduled to expire, and (v) for one or more subsequent offering periods of three business days up to an additional 20 business days in the aggregate in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"). During any extension under either (i), (ii), (iii) or (iv) under the immediately preceding sentence, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to the right of a tendering Stockholder to withdraw such Stockholder's Shares. See "Section 4—Withdrawal Rights."

        UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, WHETHER OR NOT THE OFFER IS EXTENDED.

        Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser also expressly reserves the right (i) to delay payment for Shares in order to comply in whole or in part with applicable laws (any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of Stockholders promptly after the termination or withdrawal of the Offer), (ii) to extend or terminate the Offer and not to accept for payment or pay for any Shares not theretofore accepted for payment or paid for, upon the occurrence of any of the conditions to the Offer specified on Annex A to the Merger Agreement and described in "Section 14—Conditions of the Offer," and (iii) to amend the Offer or to waive any conditions to the Offer in any respect consistent with the Merger Agreement, in each case by giving oral or written notice of such delay, termination, waiver or amendment to the Depositary and by making public announcement thereof.

        Extension of Offer.    Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement thereof. An announcement in the case of an extension is to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date (in accordance with Rule 14e-1(d) under the Exchange Act). Subject to applicable law (including Rules 14d-4(d)(1) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to Stockholders in a manner reasonably designed to inform them of such changes and disclosed in additional tender offer materials, respectively) and without limiting the manner in which Purchaser may choose to make any public

15

announcement, Purchaser will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release on a national newswire service.

        In the event of the failure of one or more of the conditions to the Offer to be satisfied or waived on any date upon which the Offer would otherwise expire, we shall extend the Offer for up to an additional ten business days after the initial scheduled expiration date of the Offer if such conditions or condition could reasonably be expected to be satisfied within such ten business day period. In addition, in the event that the Competition Act Condition or the Investment Act Condition has not been satisfied or the condition regarding actions by governmental entities or third parties challenging the transactions contemplated by the Merger Agreement has not been satisfied or waived, if requested by the Company, Purchaser shall extend the Offer until any such conditions are satisfied or waived; provided, that we shall not be required to extend the Offer beyond July 31, 2004. See "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement—the Merger Agreement and Related Agreements."

        Subsequent Period.    Purchaser may provide for one or more subsequent offering periods in connection with the Offer. If Purchaser does provide for any such subsequent offering period, subject to the applicable rules and regulations of the SEC, Purchaser may elect to extend its Offer beyond the Expiration Date for one or more subsequent offering periods of three business days up to an additional 20 business days (the "Subsequent Period"), if, among other things, upon the Expiration Date (i) all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived and (ii) Purchaser immediately accepts for payment, and promptly pays for, all Shares validly tendered (and not withdrawn in accordance with the procedures described in "Section 4—Withdrawal Rights") prior to the Expiration Date. SHARES TENDERED DURING A SUBSEQUENT PERIOD MAY NOT BE WITHDRAWN. See "Section 4—Withdrawal Rights." Purchaser will immediately accept for payment, and promptly pay for, all validly tendered Shares as they are received during any Subsequent Period. Any election by Purchaser to include a Subsequent Period may be effected by Purchaser giving oral or written notice of the Subsequent Period to the Depositary. If Purchaser decides to include a Subsequent Period, it will announce the results of the Offer, including the approximate number and percentage of Shares deposited to such date, no later than 9:00 a.m. Eastern time on the next business day after the Expiration Date and will immediately begin the Subsequent Period.

        For purposes of the Offer, a "business day" means any day, other than Saturday, Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern time.

        If we extend the Offer or if we are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment of Shares) for Shares or we are unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering Stockholders are entitled to withdrawal rights as described in "Section 4—Withdrawal Rights." However, our ability to delay the payment for Shares we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities tendered by or on behalf of holders of securities promptly after the termination or withdrawal of such bidder's offer.

        Consequences of Material Changes in the Offer.    If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or if Purchaser waives a material condition of the Offer, Purchaser will extend the Offer and promptly disseminate such material change or waiver to Stockholders in a manner reasonably designed to inform them of such material change or waiver and in additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material

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changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in the percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. With respect to a change in price or a change in the percentage of securities sought, a minimum period of ten business days is generally required to allow for adequate dissemination to Stockholders.

        Mailing of the Offer.    The Company has provided Purchaser with the Company's Stockholder list and security position listings, including the most recent list of names, addresses and security positions of non-objecting beneficial owners in the possession of the Company, for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed by Purchaser to record holders of Shares whose names appear on the Company's Stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing. The Schedule 14D-9 of the Company will also be included in the package of materials.

SECTION 2.    ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will purchase by accepting for payment and paying for all Shares validly tendered and not withdrawn (as permitted by "Section 4—Withdrawal Rights") promptly after the Expiration Date. Notwithstanding the immediately preceding sentence and subject to applicable rules and regulations of the SEC and the terms of the Merger Agreement, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. See "Section 1—Terms of the Offer; Expiration Date" and "Section 15—Certain Legal Matters and Regulatory Approvals." If Purchaser decides to include a Subsequent Period, Purchaser will accept for payment and promptly pay for all validly tendered Shares as they are received during the Subsequent Period. See "Section 1—Terms of the Offer; Expiration Date."

        In all cases (including during any Subsequent Period), Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the Depositary's account at The Depositary Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares," (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below) and (iii) any other documents required under the Letter of Transmittal. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the Book-Entry Confirmation which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

        For purposes of the Offer (including during any Subsequent Period), Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering

17

Stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering Stockholders whose Shares have been accepted for payment.

        UNDER NO CIRCUMSTANCES WILL PURCHASER PAY INTEREST ON THE PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.

        Upon the deposit of all required funds with the Depositary for the purpose of making payments in full to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to Purchaser pursuant to the Offer, except as otherwise provided in Instruction 6 to the Letter of Transmittal, as well as any charges and expenses of the Depositary and the Information Agent.

        If Purchaser is delayed in its acceptance for payment of, or payment for, Shares that are tendered in the Offer, or is unable to accept for payment, or pay for, Shares that are tendered in the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer) and the terms of the Merger Agreement), the Depositary may, nevertheless, on behalf of Purchaser, retain Shares that are tendered in the Offer, and such Shares may not be withdrawn except to the extent that Stockholders tendering such Shares are entitled to do so as described in "Section 4—Withdrawal Rights" of this Offer to Purchase.

        If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering Stockholder (or, in the case of Shares tendered by Book-Entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedure set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares," such Shares will be credited to an account maintained at such Book-Entry Transfer Facility), promptly after the termination or withdrawal of the Offer.

        IF PRIOR TO THE EXPIRATION DATE, WE INCREASE THE PRICE OFFERED TO HOLDERS OF SHARES IN THE OFFER, WE WILL PAY THE INCREASED PRICE TO ALL HOLDERS OF SHARES THAT ARE PURCHASED IN THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO THE INCREASE IN PRICE.

        If we provide a Subsequent Period following the Offer, we will immediately accept and promptly pay for all Shares as they are tendered in the Subsequent Period.

SECTION 3.    PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES

        Valid Tender of Shares.    In order for a holder of Shares validly to tender Shares pursuant to the Offer, the Depositary must receive the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal, at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date. In addition, either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message), in each case prior to the Expiration Date or the expiration of the Subsequent Period, if any, or (ii) the tendering Stockholder must comply with the guaranteed delivery procedures described below.

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        THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

        Book-Entry Transfer.    The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date or the expiration of the Subsequent Period, if any, or the tendering Stockholder must comply with the guaranteed delivery procedure described below. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

        Signature Guarantees.    Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of the Security Transfer Agent Medallion Signature Program, or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. If a Share Certificate is registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

        Guaranteed Delivery.    If a Stockholder desires to tender Shares pursuant to the Offer and such Stockholder's Share Certificates evidencing such Shares are not immediately available or such Stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such Stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that, all the following conditions are satisfied:

(i)

such tender is made by or through an Eligible Institution;



(ii)

a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form enclosed with this Offer to Purchase, is received prior to the Expiration Date by the Depositary as provided below; and



(iii)

the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature

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guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal are received by the Depositary within three NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. For the purpose of the foregoing, a trading day is any day on which the NYSE is open for business.

        The Notice of Guaranteed Delivery described above may be delivered by hand or mail or by facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. The procedures for guaranteed delivery specified above may not be used during any Subsequent Period.

        In all cases (including during any Subsequent Period), payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the delivery of such Shares, and the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message, and any other documents required by the Letter of Transmittal. Under no circumstances will we pay interest on the purchase price of the Shares, regardless of any extension of the Offer or any delay in mailing such payment.

        Determination of Validity.    ALL QUESTIONS AS TO THE FORM OF DOCUMENTS AND THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR PAYMENT OF ANY TENDER OF SHARES WILL BE DETERMINED BY PURCHASER, IN ITS SOLE DISCRETION, WHICH DETERMINATION SHALL BE FINAL AND BINDING ON ALL PARTIES. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any condition of the Offer to the extent permitted by applicable law and the Merger Agreement or any defect or irregularity in the tender of any Shares of any particular Stockholder, whether or not similar defects or irregularities are waived in the case of other Stockholders. NO TENDER OF SHARES WILL BE DEEMED TO HAVE BEEN VALIDLY MADE UNTIL ALL DEFECTS OR IRREGULARITIES HAVE BEEN CURED OR WAIVED. NONE OF PURCHASER, PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSIGNS, THE DEPOSITARY, THE COMPANY OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN TENDERS OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

        A tender of Shares pursuant to any of the procedures described above will constitute the tendering Stockholder's acceptance of the terms and conditions of the Offer, as well as the tendering Stockholder's representation and warranty to Purchaser that (i) such Stockholder has the full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all other Shares or other securities issued or issuable in respect of such Shares), and (ii) when the same are accepted for payment by Purchaser, Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

        The acceptance for payment by Purchaser of Shares pursuant to any of the procedures described above will constitute a binding agreement between the tendering Stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

        Appointment as Proxy.    By executing the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy thereof), or through delivery of an Agent's Message, a tendering Stockholder irrevocably appoints designees of Purchaser as such Stockholder's agents, attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such Stockholder's rights with respect to the Shares tendered by such Stockholder

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and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by such Stockholder with respect to such Shares (and such other Shares and securities) will be revoked, without further action, and no subsequent powers of attorney or proxies may be given nor any subsequent written consent executed by such Stockholder (and, if given or executed, will not be deemed to be effective) with respect thereto. Purchaser's designees will, with respect to the Shares for which the appointment is effective, be empowered to exercise all voting and other rights of such Stockholder as they in their sole discretion may deem proper at any annual or special meeting of the holders of Shares or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's payment for such Shares, Purchaser must be able to exercise full voting rights with respect to such Shares (and such other Shares and securities).

        BACKUP WITHHOLDING.    UNDER THE "BACKUP WITHHOLDING" PROVISIONS OF U.S. FEDERAL INCOME TAX LAW, THE DEPOSITARY MAY BE REQUIRED TO WITHHOLD AND PAY TO THE INTERNAL REVENUE SERVICE A PORTION OF ANY PAYMENT MADE PURSUANT TO THE OFFER. IN ORDER TO AVOID BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, EACH STOCKHOLDER WHO IS A U.S. CITIZEN OR U.S. RESIDENT ALIEN MUST, UNLESS AN EXEMPTION APPLIES, PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH STOCKHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL (IN THE CASE OF U.S. STOCKHOLDERS) OR IRS FORM W-8 OR A SUITABLE SUBSTITUTE FORM (IN THE CASE OF NON-U.S. STOCKHOLDERS). SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL.

SECTION 4.    WITHDRAWAL RIGHTS

        Any tender of Shares made pursuant to the Offer is irrevocable except that such Shares may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 26, 2004. Once Shares are accepted for payment such Shares will no longer be able to be withdrawn. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that tendering Stockholders are entitled to withdrawal rights as described in this "Section 4—Withdrawal Rights." However, our ability to delay payment for Shares that we have accepted for payment is limited by the Exchange Act, which requires that a bidder pay the consideration offered or return the securities tendered by or on behalf of holders of securities promptly after the termination or withdrawal of such bidder's offer. Any such delay will be by an extension of the Offer to the extent required by law. If Purchaser provides for a Subsequent Period, Shares tendered during the Subsequent Period may not be withdrawn. See "Section 1—Terms of the Offer; Expiration Date."

        For a withdrawal of Shares previously tendered in the Offer to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the

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name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures.

        ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL WILL BE DETERMINED BY PURCHASER, IN ITS SOLE DISCRETION, WHOSE DETERMINATION WILL BE FINAL AND BINDING. NONE OF PURCHASER, PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSIGNS, THE DEPOSITARY, THE COMPANY OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.

        Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date (or during the Subsequent Period, if any) by following one of the procedures described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" (except Shares may not be re-tendered using the procedures for guaranteed delivery during any Subsequent Period).

        The method of delivery of any notice of withdrawal is at the option and risk of the tendering Stockholder, and delivery of any notice of withdrawal will be made only when actually received by the Depositary.

SECTION 5.    U.S. FEDERAL INCOME TAX CONSEQUENCES

        The following discussion summarizes the material U.S. federal income tax consequences resulting from the Offer and the Merger to "U.S. Holders" (as defined below) and "Non-U.S. Holders" (as defined below). This discussion is based on U.S. federal income tax laws, including the U.S. Internal Revenue Code of 1986, as amended (the "Code"), its legislative history, existing and proposed Treasury Regulations thereunder, published rulings and court decisions, all of which are subject to change, possibly with retroactive effect. This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to particular holders of Shares in light of their personal circumstances, nor does it discuss U.S. federal income tax laws applicable to special classes of taxpayers (for example, life insurance companies, dealers in securities, tax exempt organizations, banks or other financial institutions, persons that hold Shares as part of a "straddle," "hedge," "integrated transaction," or "conversion transaction," persons that have a functional currency other than the U.S. dollar, partnerships or other pass through entities, U.S. expatriates and, except to the extent indicated under "Non-U.S. Holders" below, foreign corporations, non-resident alien individuals and other persons not subject to U.S. federal income tax on their worldwide income). In addition, this discussion does not consider the effect of any foreign, state, local, or other tax laws that may be applicable to a particular holder of Shares. This discussion assumes that holders of Shares (except as otherwise indicated) hold the Shares as capital assets within the meaning of Section 1221 of the Code.

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        As used herein, a "U.S. Holder" is a beneficial owner of Shares that is, for U.S. federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation, or other entity taxable as a corporation, organized in or under the laws of the United States or of any political subdivision thereof; or (iii) a trust (1) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) that was in existence on August 20, 1996, was treated as a U.S. person under the Code on the previous day, and validly elected to continue to be so treated under applicable U.S. Treasury Regulations. A "Non-U.S. Holder" is a holder of Shares (other than an entity treated as a partnership) that is not a U.S. Holder. If a partnership holds Shares, the U.S. federal income tax treatment of a partner of such partnership will generally depend upon the status of the partner and the activities of the partnership. A U.S. Holder that is a partner of a partnership holding Shares should consult its own tax advisors.

        THE FOLLOWING DISCUSSION IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY HOLDER OF SHARES. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, HOLDERS OF SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL TAX CONSEQUENCES, THE FOREIGN TAX CONSEQUENCES AND THE NON-TAX CONSEQUENCES TO THEM OF THE OFFER AND THE MERGER.

U.S. Holders

        The receipt by a U.S. Holder of cash pursuant to the Offer or the Merger (whether as Merger Consideration or pursuant to the proper exercise of appraisal rights) will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will generally recognize gain or loss in an amount equal to the difference between (i) the amount received pursuant to the Offer or Merger and (ii) the U.S. Holder's adjusted tax basis in the Shares tendered. A U.S. Holder's adjusted tax basis in its Shares will generally be the cost to such U.S. Holder of such Shares. Generally, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such Shares were held by the U.S. Holder for more than one year. For non-corporate U.S. Holders, long-term capital gains will be eligible for reduced U.S. federal income tax rates. U.S. Holders are urged to consult their own tax advisors as to the federal income tax treatment of a capital gain or loss.

        Payments in connection with the Offer and Merger that are paid to a U.S. Holder (other than certain exempt recipients, such as corporations) generally are subject to information reporting and may be subject to backup withholding at a 28% rate. Backup withholding generally applies if a U.S. Holder (i) fails to furnish its social security number or taxpayer identification number ("TIN"), (ii) furnishes an incorrect TIN, (iii) fails properly to report interest or dividends or (iv) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is such U.S. Holder's correct number and that such U.S. Holder is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment of tax, which generally may be refunded to the extent it results in an overpayment of tax. Certain persons, including corporations and financial institutions generally, are exempt from backup withholding. Certain penalties apply for failure to furnish correct information and for failure to include the reportable payments in income. U.S. Holders should consult their own tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such exemption.

Non-U.S. Holders

        A Non-U.S. Holder will generally not be subject to U.S. federal income taxation on cash it receives pursuant to the Offer and the Merger (whether as Merger Consideration or pursuant to the proper exercise of dissenter's rights) unless: (i) such gain is effectively connected with a trade or business in

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the United States of such Non-U.S. Holder (and such gain is attributable to a permanent establishment of such Non-U.S. Holder maintained in the United States if that is required by an applicable income tax treaty as a condition to subjecting such Non-U.S. Holder to U.S. income tax on a net basis), (ii) such Non-U.S. Holder is an individual and is present in the United States for 183 or more days during the taxable year of the sale, and certain other requirements are met, (iii) such Non-U.S. Holder is subject to tax under the provisions of the Code regarding the taxation of U.S. expatriates or (iv) such Non-U.S. Holder owns greater than 5% of the Shares (a "5% Non-U.S. Holder").

        Gain realized by a 5% Non-U.S. Holder from tendering its Shares pursuant to the Offer and Merger will be taken into account as if such 5% Non-U.S. Holder were engaged in a U.S. trade or business and such gain were effectively connected with such trade or business. Such gain will be taxed on a net basis in the same manner as the taxable income of a U.S. Holder.

        Payments in connection with the Offer and Merger that are paid to a Non-U.S. Holder to or through a U.S. office of a broker will be subject to information reporting and backup withholding at a rate of 28% unless such Non-U.S. Holder establishes an exemption. Any amount withheld under the backup withholding rules would be credited against such Non-U.S. Holder's U.S. federal income tax liability or refunded, provided that, the required information is furnished to the IRS.

SECTION 6. PRICE RANGE OF SHARES; DIVIDENDS

        The Shares are traded on the NYSE under the symbol "WZR." The following table sets forth, for the quarters indicated, the high and low sales prices per Share on the NYSE as reported by the Dow Jones News Service. No dividends have been declared or paid on the Shares during the quarters indicated.

SHARES MARKET DATA

	High		Low
2002:
First Quarter	$	5.65	$	5.35
Second Quarter		6.85		3.20
Third Quarter		4.18		3.00
Fourth Quarter		3.49		2.15
2003:
First Quarter	$	4.01	$	3.00
Second Quarter		6.49		3.12
Third Quarter		5.99		5.00
Fourth Quarter		8.75		5.50
2004:
First Quarter	$	9.39	$	7.00
Second Quarter (through May 27, 2004)		10.57		7.75

        On May 21, 2004, the last full trading day prior to the announcement of the execution of the Merger Agreement and of Purchaser's intention to commence the Offer, the closing price per Share as reported on the NYSE was $8.02. On May 27, 2004, the last full trading day prior to the commencement of the Offer, the closing price per Share as reported on the NYSE was $10.54.

        STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

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SECTION 7. CERTAIN INFORMATION CONCERNING THE COMPANY

        Except as otherwise set forth in this Offer to Purchase, all of the information concerning the Company contained in this Offer to Purchase has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the SEC and other public sources. Neither Purchaser nor Parent assumes any responsibility for the accuracy or completeness of the information concerning the Company furnished by the Company or contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent.

        General.    The Company is a Delaware corporation with its principal executive offices located at 8115 Preston Road, Suite 400, Dallas, Texas 75225. The Company's telephone number is (214) 265-0080. The Company is an independent oil and gas exploration and production company operating primarily in Texas, New Mexico, the Gulf Coast and Western Canada.

        Projection and Reserve Data Provided by the Company.    During the due diligence process, the Company provided Parent with a forecast of 2004 net income of $20.7 million which was derived using the oil and gas prices based on the May 11, 2004 NYMEX strip prices. Net income was calculated without estimating the fair value of hedges at December 31, 2004.

        In late April 2004 the Company engaged an independent petroleum engineering firm to audit its proved reserves in its San Juan Basin properties based on such firm's experience in auditing reserves in this geological region. The firm issued preliminary findings reflecting a possible additional 8.9 Bcfe of proved reserves in the San Juan Basin, as compared to the reserve information contained in the Company's annual report on Form 10-K and taken from reports prepared by independent petroleum engineer firm DeGolyer and MacNaughton. The Company furnished Parent with these preliminary findings reflecting additional proved reserves in the Company's San Juan Basin properties. The foregoing evaluation by this independent petroleum engineering firm was not completed.

        The projection and other data outlined above should be read together with the Company's financial statements and reserve information contained in its periodic reports filed with the SEC. The projection and other data do not reflect circumstances existing after the date when made and therefore are subject to significant uncertainties and contingencies especially the longer the projected period is from the date the information is prepared. The Company does not intend to update or otherwise revise the projection and other data included herein. The projection and other data are included in this filing only because such information was provided to Parent and Purchaser in connection with their discussions regarding the Offer. The inclusion of this projection and data should not be regarded as an indication that any of Parent, Purchaser, the Company or their respective affiliates or representatives consider this information to be a reliable prediction of future events, the future performance of the Company or the value of the Shares, and this information should not be relied upon as such. The projection and other data are subject to certain risks and uncertainties that could cause actual results to differ materially from the projection and other data. Although presented with numerical specificity, the projection and reserve data reflect numerous assumptions with respect to industry performance, general business, economic, market, competitive and financial conditions, commodity pricing and other matters, all of which are difficult to predict and many of which are beyond the Company's control. Accordingly, there can be no assurance that the assumptions made in preparing the projection and other data will prove accurate or that the projection or other data will be realized.

        Available Information.    The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company's directors and officers, their remuneration,

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stock options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the holders of Shares and filed with the SEC. Such reports, proxy statements and other information should be available for inspection at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such materials may also be obtained by mail, upon payment of the SEC's customary fees, by writing to its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a World Wide Website on the Internet at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.

SECTION 8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT

        General.    Purchaser is a newly incorporated Delaware corporation organized in connection with the Offer and the Merger and has not carried on any activities other than in connection with the Offer and the Merger. The principal offices of Purchaser are located at 1600 Broadway, Suite 2200, Denver, Colorado 80202 and its telephone number is (303) 812-1400. Purchaser is a wholly owned subsidiary of Parent.

        Until immediately prior to the time that Purchaser will purchase Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger. All outstanding shares of capital stock of Purchaser are owned by Parent. Because Purchaser is newly formed and has minimal assets and capitalization, no meaningful financial information regarding Purchaser is available.

        Parent is a New York corporation. Its principal offices are located at 1600 Broadway, Suite 2200, Denver, Colorado 80202 and its telephone number is (303) 812-1400. Parent is an independent oil and gas company engaged in the acquisition, exploration, development and production of natural gas and liquids in North America and selected international locations. Shares of common stock of Parent are listed on the NYSE.

        The name, citizenship, business address, business telephone number, principal occupation or employment, and five-year employment history for each of the directors and executive officers of Purchaser and Parent and certain other information are set forth in Schedule I hereto. Except as described in this Offer to Purchase and in Schedule I hereto, none of Parent, Purchaser or, to the best knowledge of such corporations, any of the persons listed on Schedule I to this Offer of Purchase has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

        Interest in Securities of the Company.    Except as described in this Offer to Purchase, (i) none of Purchaser, Parent or, to the best knowledge of Purchaser and Parent, any of the persons listed on Schedule I to this Offer to Purchase or any associate or majority owned subsidiary of Purchaser, Parent or any of the persons so listed, beneficially owns or has any right to acquire any Shares and (ii) none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed on Schedule I to this Offer to Purchase nor any associate or majority-owned subsidiary of Purchaser or Parent has effected any transaction in the Shares during the past 60 days.

        As an inducement to Parent and Purchaser to enter into the Merger Agreement, the Supporting Stockholders, who together own 6,399,201 Shares (or approximately 41% of the issued and outstanding Shares as of May 21, 2004), each entered into a Stockholder Agreement. Pursuant to the Stockholder Agreements, the Supporting Stockholders have agreed, among other things and subject to certain

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conditions, (i) to tender the Shares owned by such Supporting Stockholders in the Offer, (ii) to not withdraw any Shares tendered in the Offer, and (iii) to vote the Shares owned by such Supporting Stockholders in favor of the Merger Agreement and the approval of the Merger. In addition, the Supporting Stockholders have agreed that in the event the Merger Agreement is terminated because of certain specified reasons and within nine months of such termination a Supporting Stockholder sells any of the Subject Securities, such Supporting Stockholder must pay to Parent some or all of the value of any consideration received in connection with such sale above the initial Offer Price of $10.60. For a more detailed description of the Stockholder Agreements, see "Section 10. Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements—Stockholder Agreements."

        Except as set forth in this Offer to Purchase, since May 28, 2002, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed on Schedule I hereto, has had any transaction with the Company or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer.

        Except as set forth in this Offer to Purchase, since May 28, 2002, there have been no negotiations, transactions or material contacts between any of Purchaser, Parent, or any of their respective subsidiaries or, to the best knowledge of Purchaser and Parent, any of the persons listed on Schedule I to this Offer to Purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer for or other acquisition of any class of the Company's securities, an election of the Company's directors or a sale or other transfer of a material amount of assets of the Company.

SECTION 9. FINANCING OF THE OFFER AND THE MERGER

        The Offer is not subject to any financing condition. The Purchaser anticipates that the total amount of funds required to acquire the outstanding Shares pursuant to the Offer and to cash out the outstanding Company Stock Options, stock appreciation rights and the Company Warrants will be approximately $171 million. The Purchaser expects to obtain the funds required to consummate the Offer through capital contributions or advances made by Parent. Parent expects to obtain such funds from its existing bank credit facilities. Parent has credit facilities totaling $600 million, consisting of a $500 million U.S. credit facility through a syndicate of banks led by JPMorgan Chase and a $100 million Canadian credit facility through a syndicate of banks led by JPMorgan Chase Bank, Toronto Branch. The credit facilities mature in October 2005. In October 2003, Parent amended the credit facilities to allow Parent the option of electing to have availability under the credit facilities governed by a borrowing base ("Global Borrowing Base"), rather than financial covenants. The determination of the Global Borrowing Base is made by the lenders taking into consideration the estimated value of Parent's oil and gas properties in accordance with the lenders' customary practices for oil and gas loans. Effective October 30, 2003, Parent elected to determine availability based on the Global Borrowing Base. Under the Global Borrowing Base, availability will be re-determined semi-annually and the available borrowing amount could be increased or reduced. In addition, Parent and the lenders each have discretion at any time, but not more than once during any calendar year, to have the Global Borrowing Base redetermined.

        Effective March 4, 2004, the Global Borrowing Base was set at $480 million, with $460 million allocated to the U.S. credit facility and $20 million allocated to the Canadian credit facility. Under the terms of the credit facility, the Global Borrowing Base will next be redetermined on July 1, 2004 and the amount of available borrowing could be adjusted at that time.

        As of May 26, 2004, Parent had approximately $259.0 million outstanding under the credit facilities at an average interest rate of 2.29%, and had used the credit facilities for letters of credit in the amount of $5.8 million. As of May 26, 2004, Parent's unused borrowing amount was approximately

27

$215.2 million in addition to amounts outstanding. On May 26, 2004, Parent agreed to sell 4.58 million shares (exclusive of an over-allotment option granted to the underwriters) of its common stock at a price to the public of $24.40 per share in an underwritten public offering. Parent intends to use the approximately $107 million aggregate net proceeds from such offering to temporarily repay indebtedness under the credit facilities. Such additional availability under the credit facilities will be used to finance the Offer and may be used to partially refinance the Company's existing debt as described below.

        The credit facilities include terms and covenants that place limitations on certain types of activities, including restrictions or requirements with respect to additional debt, liens, asset sales, hedging activities, investments, dividends, and mergers and acquisitions, and include financial covenants. Interest rates and other terms of borrowing under the credit facilities will vary based on Parent's credit ratings and financial condition, as governed by certain financial tests. In particular, any time that availability is not governed by the Global Borrowing Base, the amount available and Parent's ability to borrow under the credit facility is determined by the financial covenants. Under the Global Borrowing Base, the financial covenants can still affect the amount available and Parent's ability to borrow amounts under the credit facility.

        In addition, the credit facilities are collateralized by Parent's and its subsidiaries' assets. The U.S. credit facility is secured by a lien on, and a security interest in, a portion of Parent's and its subsidiaries' proved oil and gas properties and related assets in the United States and Canada, a pledge of 65% of the capital stock of Canadian Forest and 3189503 Canada Ltd., each subsidiaries of Parent, and a pledge of 100% of the capital stock of Forest Pipeline Company, a subsidiary of Parent. The Canadian credit facility is secured by a lien on the assets of Canadian Forest. Under certain circumstances, Parent could be obligated to pledge additional assets as collateral.

        Within 30 days following consummation of the Offer, the Company is required to make offers to repurchase $125 million principal amount of 9¹/2% Senior Subordinated Notes due 2007 of the Company at 101% of the aggregate principal amount thereof, plus accrued interest. These notes may be redeemed at a current price of 101.584% of the principal amount thereof, plus accrued interest. Additionally, consummation of the Offer would be an event of default under the Company's credit facility and would entitle Union Bank of California, the agent under the facility, to declare amounts outstanding under the facility immediately due and payable. As of March 31, 2004, there was approximately $35.4 million outstanding under the Company's credit facility. Any such amounts payable would expect to be funded through borrowings under Parent's credit facilities or the incurrence of additional indebtedness.

SECTION 10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY; THE MERGER AGREEMENT AND RELATED AGREEMENTS

GENERAL BACKGROUND OF THE OFFER.

        In mid February 2004, Craig Clark, CEO and President of Parent, contacted George Hickox, Chairman and CEO of the Company by phone to express Parent's interest in exploring a potential transaction with the Company. To evaluate a potential transaction, Mr. Clark requested certain confidential information regarding the Company. The Company was willing to provide that information, subject to entering into an appropriate confidentiality agreement with Parent. Parent agreed to sign a confidentiality agreement.

        Following the exchange of drafts and discussions regarding the form, the confidentiality agreement was signed on February 23, 2004. As part of the confidentiality agreement, Parent agreed to a customary standstill arrangement with the Company pursuant to which Parent agreed, among other things, that neither it nor any of its subsidiaries would acquire any securities of the Company or make

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any proposal for the acquisition of the Company for a period of one year following its execution without the consent of the Company.

        On Friday 25, 2005, the possibility of an acquisition of the Company was discussed at a meeting of the Parent's Board of Directors. No formal action was taken with respect to a transaction.

        On March 11, 2004, representatives of the Company and Parent, including its Chairman, Forrest Hoglund and its Chief Financial Officer, Dave Keyte, met in Dallas. The representatives of the Company gave an overview of the Company's business, including its U.S. and Canada projects and provided to Parent copies of financial and other information which were reviewed at the meeting.

        In late March 2004, representatives of the Company and Parent met in Calgary, Alberta and Dallas, Texas for due diligence. The representatives of the Company made presentations on certain projects and provided to Parent copies of those presentations and other financial, reserve and other information which was reviewed at these meetings.

        During the month of March, Messrs. Clark and Hickox periodically engaged in telephone discussions regarding the information provided. Representatives of the Company also continued to respond to additional requests for information from Parent during this time.

        On April 8, 2004, at a meeting of Parent's Board of Directors, Parent management provided its directors an update on discussions and its evaluation of the Company.

        On April 13, 2004, Messrs. Hickox, Clark and Keyte met in Dallas. Mr. Clark proposed a transaction pursuant to which Parent would acquire the Company. Mr. Clark indicated that Parent's view of the Company's valuation was approximately $8.50 - $8.70 per Share in cash and/or stock. Mr. Hickox responded that he did not believe that the value proposed was sufficient to allow him to recommend that the Board of Directors consider the proposed transaction. Mr. Hickox encouraged Parent to reconsider its valuation of the Company.

        On April 20, 2004, Mr. Hickox met with Mr. Clark and Mr. Keyte in New York City and Parent increased its initial valuation of the Company due to an increase in commodity prices to approximately $9.50 per Share. Mr. Hickox stated that he would review the status of discussions with the Board of Directors at its upcoming meeting on April 22, 2004.

        On April 23, 2004 Mr. Hickox called Mr. Clark and informed him that, based on discussions with members of the Company's Board of Directors, Parent's revised valuation of the Company was still not sufficient and that at such valuation the Company was not interested in a transaction with Parent. Mr. Hickox indicated that he believed the Board would only consider an offer at a significant premium to the price per Share at which the Shares were then trading. Mr. Hickox indicated that a valuation in the range of $11.00 would be seriously considered and such a proposal might lead to a negotiated agreement in lieu of a formal sales and auction process. Mr. Hickox explained to Mr. Clark that the Company was proceeding with a formal sales and auction process under the direction of Petrie Parkman. Mr. Clark indicated to Mr. Hickox that Parent would not participate in an auction.

        In late April and early May several conversations took place between Mr. Keyte and representatives of Petrie Parkman. Mr. Keyte indicated during those conversations that due to an increase in commodity prices Parent was willing to raise its valuation of the Shares to approximately $10.25 per Share. At that point Petrie Parkman requested that Parent submit a written term sheet outlining the major terms of a proposed all cash tender offer.

        On May 5, 2004 Parent delivered a proposed term sheet to Petrie Parkman which was then sent to Mr. Hickox. The term sheet also included as a condition to a transaction with Parent the execution of agreements by a significant group of stockholders agreeing to tender their Shares, vote in favor of any merger and also grant to Parent an option to acquire their Shares at the Offer price if for any reason the Offer and Merger did not proceed. Shortly thereafter, Mr. Hickox called Mr. Clark to indicate that

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he understood from Petrie Parkman that Parent had expressed its interest in a transaction with the Company at the $10.25 per Share level. If Parent were willing to proceed expeditiously with an all cash tender offer, Mr. Hickox indicated that he would be willing to recommend to the Company's Board a transaction at $10.75 per Share.

        On May 6 and 7, 2004 representatives of Petrie Parkman and Messrs. Hickox and Keyte continued discussions and Mr. Keyte indicated that due to an increase in commodity prices Parent had reconsidered its valuation of the Company based on additional information and was willing to increase its valuation of the Company's Shares to $10.50 per Share.

        During the weekend of May 8-9, 2004, the parties continued discussions on suggestions to bridge the gap between the Parent offer at $10.50 and the $10.75 price per Share and additional due diligence information was provided to Parent by the Company.

        On May 10, 2004, Petrie Parkman requested that Parent submit a revised offer. As a result, Parent raised its offer to $10.60 per Share, subject to satisfactory completion of due diligence and submitted a revised term sheet on May 11, 2004. This term sheet removed the requirement that the principal stockholders grant an option to Parent to buy their Shares if the Offer or Merger did not proceed, and instead incorporated a concept of disgorgement in the event of a superior proposal.

        Shortly thereafter, Mr. Hickox called Mr. Clark and asked whether Parent's offer was final and whether Parent still refused to participate in an auction. Mr. Clark indicated that Parent's $10.60 offer was final and that Parent would not participate in an auction of the Company. Mr. Hickox then informed Mr. Clark that he was willing to recommend to the Board of Directors of the Company the $10.60 price per Share in a tender offer, assuming the parties could reach agreement on all other aspects of a transaction.

        On May 12, 2004 representatives of the Company, Petrie Parkman, Reed Smith LLP ("Reed Smith"), counsel to the Company, Parent and Vinson & Elkins L.L.P. ("Vinson & Elkins"), counsel to Parent, participated in a conference call. During this call, the parties each acknowledged that there were still significant issues to be discussed but that the parties should pursue more detailed discussions of a potential transaction. Parent also agreed to complete its due diligence process as soon as possible, including meetings with key personnel. Parent instructed Vinson & Elkins to promptly prepare drafts of the proposed Merger Agreement and related documents for the Company and its counsel to review.

        Representatives of the Company, including Mr. Hickox and Van Oliver, the Company's General Counsel, Reed Smith, Parent, including Trey Wilson, Parent's General Counsel, and Vinson & Elkins met in Dallas, Texas on May 14, 2004 to review due diligence documents prepared by the Company in response to Parent's requests.

        On May 14, 2004, Parent submitted an additional general due diligence request list to the Company and Reed Smith. On the evening of May 14, 2004, Vinson & Elkins distributed a draft Merger Agreement and a form of Stockholder Agreement to the Company and Reed Smith.

        On May 17, 2004, the Company delivered materials responsive to Parent's general due diligence requests. In addition, representatives of the Company, Parent and Petrie Parkman met during the week of May 17, 2004 in Dallas, Texas and Calgary, Canada to discuss the Company's business and operations (including the Company's planned exploration and development activities and future exploration and development prospects) and the Company's financial statements as disclosed in its reports filed with the SEC. They also discussed the proposed transaction terms, the timing of the proposed transaction, Parent's ability to finance the proposed transaction and its planned sources of financing. At the same time, representatives of Parent were conducting a legal due diligence review of certain of the Company's material contracts and other pertinent information.

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        Reed Smith delivered comments on the draft Merger Agreement to Vinson & Elkins on May 17, 2004. From such time through May 21, 2004, representatives of Parent and the Company, working together with their respective financial and legal advisors, negotiated and finalized the terms of the Merger Agreement and Stockholder Agreements and the other terms of the transaction, and Parent completed its due diligence.

        On May 21, 2004, the Board of Directors of Parent, after discussion, unanimously approved the transaction.

        Also on May 21, 2004, the Board of Directors of the Company met. After discussion and various presentations by its legal and financial advisors, the Board of Directors unanimously approved the transaction.

        Late in the evening of May 21, 2004, Parent, Purchaser and the Company executed the Merger Agreement. Each of the three Stockholder Agreements were also executed. Each of Parent and the Company publicly announced the transaction on Sunday, May 23, 2004.

THE MERGER AGREEMENT AND RELATED AGREEMENTS

The Merger Agreement.

        THE FOLLOWING IS A SUMMARY OF THE MERGER AGREEMENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND A COPY OF WHICH HAS BEEN FILED AS AN EXHIBIT TO THE SCHEDULE TO. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE MERGER AGREEMENT. THE MERGER AGREEMENT MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE PLACES SET FORTH IN "SECTION 7—CERTAIN INFORMATION CONCERNING THE COMPANY."

        The Offer.    The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable, and in any event no later than June 2, 2004, and that, subject to the satisfaction of the Minimum Condition, the Competition Act Condition, the Investment Act Condition and certain other conditions that are described in "Section 14—Conditions of the Offer" (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not withdrawn on or prior to the Expiration Date.

        Purchaser expressly reserves the right to waive any of the conditions to the Offer and to make any other changes in the terms and conditions to the Offer, provided that, Purchaser and Parent have agreed that no change in the Offer may be made that (a) changes the form of consideration payable in the Offer, (b) decreases the Offer Price or the number of Shares sought in the Offer, (c) imposes any additional, or modifies in a manner adverse to the holders of Shares, conditions to the Offer described in "Section 14—Conditions of the Offer," (d) changes or waives the Minimum Condition or (e) except as discussed below, extends the Offer beyond the initial Expiration Date of the Offer.

        The Merger Agreement provides that Purchaser may, without the consent of the Company, extend the Offer (i) beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares as described in "Section 14—Conditions of the Offer," shall not be satisfied or waived, (ii) for any period required by any rule, regulation or interpretation of the SEC, or the staff thereof, applicable to the Offer or any period required by applicable law, (iii) for one or more periods of up to 20 business days, in the aggregate, beyond the scheduled expiration date if, as of such date, all of the conditions of the Offer are satisfied or have been waived but the aggregate number of Shares tendered and not withdrawn, together with Shares

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then owned by Purchaser and Parent, is not at least 90% of the then outstanding Shares on a fully diluted basis (provided that, Parent shall be deemed to have waived the conditions to the Offer related to the accuracy of the Company's representations and warranties contained in the Merger Agreement and the non-occurrence of a Company Material Adverse Effect, as well as certain rights to terminate the Merger Agreement, unless the inaccuracy in the Company's representations and warranties or Parent's right to terminate results from any willful or intentional breach of any material obligation of the Company), (iv) for up to two periods (not exceeding ten business days on each occasion) if among other events, there is a disruption in the banking or securities markets of the United States or there has been a commencement of war or armed hostilities or other national or international calamity involving the United States that has a material adverse effect on the banking or securities markets in the United States, in each case at the time the offer is scheduled to expire, and (v) for one or more subsequent offering periods of up to an additional 20 business days in the aggregate in accordance with Rule 14d-11 promulgated under the Exchange Act. In addition, the Merger Agreement also provides that in the event of the failure of one or more of the conditions to the Offer to be satisfied or waived on any date upon which the Offer would otherwise expire, Purchaser shall extend the Offer if such condition could reasonably be expected to be satisfied prior to ten business days following the initial scheduled expiration date of the Offer. Also, in the event that the Competition Act Condition or the Investment Act Condition or the condition regarding actions by governmental entities or third persons challenging the transactions contemplated by the Merger Agreement has not be satisfied, Purchaser shall extend the Offer (but shall not be obligated to do so beyond July 31, 2004) until such conditions are satisfied or waived.

        Appointment of Directors after Acceptance for Payment of Shares Tendered in the Offer.    Effective upon the acceptance for payment pursuant to our Offer of any Shares, Parent is entitled to designate a number of directors, rounded up to the next whole number, to serve on the Board as will give Purchaser representation on the Board equal to the product of (i) the total number of directors on the Board (giving effect to the election of additional directors designated by Parent), and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Purchaser bears to the number of Shares outstanding. The Company shall take all actions necessary to cause Parent's designees to be elected or appointed to the Board, including increasing the size of the Board and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board in order to satisfy the NYSE listing requirements). Unless waived in writing by Parent, the Company will, prior to expiration of the offer, deliver to Parent such resignations of directors conditioned upon acceptance of Shares for payment and evidence of the valid election of Parent's designees to the Company's Board conditioned upon acceptance of the Shares for payment to effect the foregoing. At such time, the Company will also cause individuals designated by Parent to constitute the same percentage as is on the entire Board to be on (i) each committee of the Board and (ii) each board of directors and each committee thereof of each subsidiary of the Company identified by Parent, in each case only to the extent permitted by applicable law and the rules of the NYSE. The Company shall use its commercially reasonable efforts to cause the Board to have at least two directors who were directors on May 21, 2004 and who are not affiliates, stockholders or employees of Parent or any of its subsidiaries ("Independent Directors"). If any Independent Director ceases to be a director for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be entitled to designate any other person who shall not be an affiliate, stockholder or employee of Parent or any of its subsidiaries to fill the vacancy and such person will be deemed to be an Independent Director for purposes of the Merger Agreement. If at any time there are no Independent Directors, the other directors of the Company then in office shall designate two persons to fill such vacancies and those persons will not be affiliates, stockholders or employees of Parent or any of its subsidiaries and such persons will be deemed to be Independent Directors for all purposes of the Merger Agreement. In all

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cases, the selection of any Independent Directors who were not directors on May 21, 2004 will be subject to the approval of Parent, not to be unreasonably withheld or delayed.

        The Merger.    The Merger Agreement provides that, following the satisfaction or waiver of the conditions to the Merger described below under the caption "Conditions to the Merger," Purchaser will be merged with and into the Company in accordance with the applicable provisions of Delaware Law, and the Company will continue as the surviving corporation in the Merger (the "Surviving Corporation") and the separate corporate existence of Purchaser will cease.

        Certificate of Incorporation and Bylaws.    The Merger Agreement provides that upon consummation of the Merger, the Certificate of Incorporation of the Company, as in effect immediately prior to the Merger, will be the Certificate of Incorporation of the Surviving Corporation, and the Bylaws of Purchaser, as in effect immediately prior to the Merger, will be the Bylaws of the Surviving Corporation.

        Directors and Officers.    Under the terms of the Merger Agreement, upon consummation of the Merger, the directors of Purchaser immediately prior to the Merger will be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Merger will be the officers of the Surviving Corporation, in each case until their respective death, resignation or removal or until their respective successors are duly elected and qualified all in accordance with the Certificate of Incorporation of the Surviving Corporation, the Bylaws of the Surviving Corporation and Delaware Law.

        Special Meeting of Stockholders.    Pursuant to the Merger Agreement, the Company shall, acting through the Board as then constituted, if required by applicable law and in accordance with Delaware Law and the Company's Certificate of Incorporation and Bylaws, convene and hold a meeting of its Stockholders as promptly as practicable following the purchase of Shares in the Offer for the purpose of considering and taking action on the Merger Agreement and the Merger and include in the letter to Stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, that may be provided to Stockholders in connection with the Merger, and in any schedules required to be filed with the SEC in connection therewith, the recommendation of the Board that Stockholders vote in favor of the adoption of the Merger Agreement. If Purchaser acquires at least a majority of the voting power of Shares, Purchaser will have sufficient voting power to approve the Merger, even if no other Stockholder votes in favor of the Merger.

        Merger without a Meeting of Stockholders.    The Merger Agreement further provides that, notwithstanding the foregoing, if Purchaser shall acquire at least 90% of the outstanding Shares of each class of capital stock of the Company entitled to vote on the Merger, Parent and the Company agree to take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after the consummation of the Offer without a meeting of the Stockholders, in accordance with Section 253 of Delaware Law.

        Conversion of Shares.    Pursuant to the Merger Agreement, each outstanding Share (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company and by Parent, Purchaser or any subsidiary of Parent, all of which will be canceled without any exchange of consideration, and (ii) Shares owned by Stockholders who did not approve the Merger and have demanded appraisal rights in accordance with Section 262 of Delaware Law) will, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders thereof, be converted into the right to receive an amount in cash without interest (subject to withholding taxes) equal to the Merger Consideration, upon surrender of the certificate representing such Share.

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        Conversion of Existing Stock Options and Company Warrants.    Each option to acquire Shares granted under any Company Option Plan or any other agreement (each, a "Company Stock Option" and collectively, the "Company Stock Options") that is not fully vested and exercisable and that is outstanding immediately prior to the consummation of the Offer (the "Acceptance Date"), will automatically become fully vested and exercisable on the Acceptance Date pursuant to the terms of the Company Option Plans without any action on the part of the Company, Parent, Purchaser or the holder of any such Company Stock Option. At the effective time of the Merger ("Effective Time"), each outstanding Company Stock Option and each Company Warrant shall be canceled and shall solely represent the right to receive an amount in cash, without interest, equal to (a) the option or warrant consideration, which is the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company Stock Option or Company Warrant, multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option or Company Warrant was exercisable immediately prior to the Effective Time. The payment will be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. However, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the holder of such Company Stock Option or Company Warrant.

        The Company has agreed to use its commercially reasonable efforts to cause each Company Stock Option to be amended to permit the Company Stock Options to be treated as described above to the extent such options do not expressly permit such treatment. However, the Company is not permitted to provide any benefit or consideration to the holder of any such Company Stock Option in obtaining such amendment.

        Representations and Warranties.    The Merger Agreement contains various customary representations and warranties of the parties thereto, including representations by the Company as to the absence of certain changes or events concerning the Company's business, financial statements, SEC filings, compliance with law, litigation, employee benefit plans, property, intellectual property, environmental matters, regulatory matters, taxes, material contracts, insurance and brokers.

        Covenants.    The Merger Agreement provides that, except as otherwise expressly permitted under the Merger Agreement, during the period from the date of the Merger Agreement through the consummation of the Merger, the Company and each of its subsidiaries will operate their businesses only in the usual and ordinary course consistent with past practice, and the Company and each of its subsidiaries will use their commercially reasonable efforts to preserve intact their respective business organizations, maintain their respective material rights and franchises, retain the services of their respective key employees and preserve relationships with customers, suppliers and other persons with which they have significant business dealings. Subject to certain agreed upon exceptions, the Company must not, and must cause each of its subsidiaries not to, take certain actions, such as:

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increasing the compensation payable or granting any bonuses to any of its officers, directors, employees or consultants (other than in the ordinary course of business consistent with past practice for individuals who are not officers or directors), entering into or amending any employment, severance, termination or similar agreement with any director, officer, employee or consultant, granting any severance or termination pay, establishing or modifying any benefit plans;



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declaring, setting aside, or paying any dividend or distribution on shares of its capital stock, other than dividends or distributions payable by any wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company;



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redeeming or purchasing any outstanding capital stock of the Company or any of its subsidiaries;



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effecting any reorganization or recapitalization or splitting, combining or reclassifying any of the capital stock of the Company or any of its subsidiaries;

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issuing, delivering or selling any capital stock of the Company or any of its subsidiaries (other than upon the exercise of Company Stock Options or Company Warrants outstanding as of May 21, 2004);



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merging, consolidating, combining or amalgamating with any person or dissolving or liquidating, acquiring or agreeing to acquire any assets, business or person for consideration in excess of $100,000 or for consideration for all such acquisitions in excess of $250,000 (other than purchases of assets from suppliers or vendors in the ordinary course of business consistent with past practice);



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making any loans, advances and capital contributions to, or investments in, any person, except to any wholly owned subsidiary of the Company or pursuant to existing legal obligations;



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selling, leasing, disposing or granting any lien with respect to any of its material properties or assets (other than sales of oil and gas in the ordinary course of business consistent with past practice);



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adopting amendments to its certificate of incorporation or bylaws or other organizational documents;



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changing any of its methods of or principles of accounting (unless required to comply with generally accepted accounting principles in the United States), making or rescinding any material election relating to taxes or settling any material claim relating to taxes;



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incurring or guaranteeing any indebtedness other than additional borrowings under existing credit lines not exceeding $3,000,000 and trade payables incurred in the ordinary course of business;



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except as provided in the Company's existing 2004 capital budget, making or committing to make any capital expenditures in excess of $100,000 in the aggregate;



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paying, settling or satisfying any claims, liabilities or obligations prior to being due in excess of $25,000, in the aggregate, other than in accordance with the terms of existing agreements;



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taking any action that could reasonably be expected to result in any representation or warranty contained in the Merger Agreement to become untrue in any material respect;



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modifying or terminating, or waiving or assigning any material rights or claims, or granting any consent under, any confidentiality agreement relating to an Acquisition Proposal or otherwise under any standstill or similar agreement or failing to enforce as is reasonably practicable any such agreement upon the reasonable request of Parent;



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entering into, modifying or terminating any material contract, or waiving or assigning any material rights thereunder, except in the ordinary course of business consistent with past practice;



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entering into any derivative transaction or any fixed-price commodity sales agreement with a duration of more than three months;



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taking any action to exempt another person from, or make another person not subject to, the provisions of any state takeover statute;



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consent to or otherwise permit any Transfer (as defined in the Stockholder Agreements) of any Shares by any person party to a Stockholder Agreement, except as permitted by the Stockholder Agreements; or



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otherwise to take any of the foregoing action.

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        No Solicitation.    In the Merger Agreement, the Company has agreed not to, and to cause its subsidiaries and directors, officers, employees and representatives (including consultants, accountants, legal counsel, investment bankers, agents and affiliates) of the Company and its subsidiaries (collectively, "Representatives") to cease any existing solicitations, discussions, negotiations or other activity with any parties that may be ongoing with respect to any Acquisition Proposal (as hereinafter defined). In addition, the Company shall not, nor shall it permit its subsidiaries or Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage any inquiries, offers or proposals that constitute, or are reasonably likely to lead to, any Acquisition Proposal; (ii) engage in discussions or negotiations with, furnish or disclose any information or data relating to the Company or any of its subsidiaries to, or in response to a request therefor, give access to the assets or the books and records of the Company or its subsidiaries to, any person that has made or, to the knowledge of the Company, may be considering making any Acquisition Proposal or otherwise in connection with an Acquisition Proposal; (iii) grant any waiver or release under any standstill or similar contract relating to the Shares or the Company or its subsidiaries; (iv) withdraw, modify or amend the approval or recommendation of the Offer, the Merger or the Merger Agreement by the Board; (v) approve, endorse or recommend any Acquisition Proposal; (vi) enter into any agreement in principle, arrangement, understanding or contract for any Acquisition Proposal or (vii) take any action to exempt any person (other than Parent or its subsidiaries) or make any such person not subject to the provisions of any state takeover statute.

        An "Acquisition Proposal" is defined as any contract, proposal, offer or indication of interest (whether or not in writing and whether or not delivered to the Stockholders of the Company generally) relating to any of the following (other than the transactions contemplated by the Merger Agreement or the Merger): (i) any merger, share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly or indirectly involving the Company or its subsidiaries, (ii) the acquisition in any manner, directly or indirectly, of any business that generates 15% or more of the Company's consolidated net revenues, net income or stockholders' equity, or assets representing 15% of the book value of the assets of the Company and its subsidiaries, taken as a whole (or any license, lease, long-term supply agreement, exchange, mortgage, pledge or other arrangement having a similar economic effect), in each case in a single transaction or a series of related transactions or (iii) any acquisition of beneficial ownership of 15% or more of the Shares or the capital stock of the Company whether in a single transaction or a series of related transactions.

        However, the Company and its Board are not prohibited from engaging in discussions or negotiations with, or furnishing or disclosing any information relating to, the Company or any of its subsidiaries or giving access to the assets or the books and records of the Company or any of its subsidiaries to, any person who, after the date of the Merger Agreement, makes a bona fide written Acquisition Proposal not solicited after the date of the Merger Agreement in violation of the provisions of the Merger Agreement if (i) the Board has (x) acted in good faith and by a majority of the members of its entire Board, (y) determined, after consultation with its legal and financial advisors, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal and (z) determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the Stockholders of the Company under applicable laws (in each case, taking into account any adjustments to the terms and conditions of the Merger Agreement, the Offer or the Merger offered in writing by Parent in response to such Acquisition Proposal), and (ii) the Company enters into a confidentiality agreement with such person on terms and conditions no more favorable to such person than those contained in the Confidentiality Agreement and concurrently discloses or makes available the same information to Parent as it makes available to such person.

        A "Superior Proposal" is defined as a bona fide written Acquisition Proposal made by a third party for at least a majority of the voting power of the Company's then outstanding securities or all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, if the Board of the

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Company determines in good faith by a vote of a majority of the entire Board (based on, among other things, the advice of its independent financial advisors and after consultation with outside counsel), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making such proposal, that such proposal (i) would, if consummated in accordance with its terms, be more favorable, from a financial point of view, to the holders of the Shares than those contemplated by the Merger Agreement (taking into account any adjustments to the terms and conditions of the Merger Agreement, the Offer or the Merger offered in writing by Parent, and the fees and expenses of Parent and break-up fees payable by the Company under the Merger Agreement), (ii) the conditions to the consummation of which are all reasonably capable of being satisfied in a timely manner, (iii) is not subject to any financing contingency or to the extent financing for such proposal is required, that such financing is then committed, and (iv) which was not made in violation of any standstill or similar agreement to which the Company or any of its subsidiaries is a party.

        The Merger Agreement requires that the Company must notify Parent as soon as practicable (but in any event within 24 hours) of any Acquisition Proposal or indication that any person is considering making an Acquisition Proposal and any request for information relating to the Company or any of its subsidiaries or for access to the assets or the books and records of the Company or its subsidiaries by any person that the Company reasonably believes is reasonably likely to lead to an Acquisition Proposal. The Company shall provide Parent with the identity of such person, a detailed description of such Acquisition Proposal, indication or request and, if applicable, a copy of such Acquisition Proposal. The Company shall keep Parent informed on a reasonably current basis of the status and details of any such Acquisition Proposal, indication or request. The Company is required to provide to Parent any information regarding the Company provided to any other person which was not previously provided to Parent.

        Unless the Company terminates the Merger Agreement in accordance with its provisions, the Company shall not approve or recommend, or propose to approve or recommend, any Acquisition Proposal or enter into any agreement in principle or understanding or a contract related to any Acquisition Proposal.

        Nothing contained in the Merger Agreement shall prohibit the Company or the Board from talking and disclosing to its Stockholders a position with respect to an Acquisition Proposal by a third party pursuant to Rule 14d-9, Item 1012(a) of Regulation M-A, and Rule 14e-2(a) promulgated under the Exchange Act or otherwise communicating with its Stockholders to the extent required by law.

        Additionally, the Board may withdraw, modify or amend its recommendation of the Offer, the Merger and the Merger Agreement at any time if it determines, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the Stockholders of the Company under applicable laws.

        Directors' and Officers' Indemnification and Insurance.    The Merger Agreement provides that, from and after the Effective Time, the Surviving Corporation will indemnify, defend and hold harmless to the fullest extent permitted by law the present and former officers and directors of the Company and its subsidiaries against all losses, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time. In addition, in the Merger Agreement, Purchaser and Parent have agreed that all rights to exculpation and indemnification existing in favor of the present or former directors and officers of the Company as provided in the Company's Certificate of Incorporation or Bylaws, or certain existing indemnification agreements, in each case as in effect at the date of the Merger Agreement with respect to matters occurring prior to the Merger will survive the Merger and continue in full force and effect in accordance with their terms. Parent has agreed to cause Purchaser to maintain in effect for a period of six years after the consummation of the Merger, in respect of acts or omissions occurring prior to such time, policies of directors' and officers' liability insurance. Such policies shall provide coverage no less favorable than that provided for the individuals

37

who are covered by the Company's existing policies. However, Surviving Corporation shall not be required in order to maintain such policies to pay an annual premium in excess of 200% of the aggregate annual amounts currently paid by the Company to maintain its existing policies (if the annual premium for such insurance shall exceed such 200% in any year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount). In the event Parent shall, directly or indirectly, sell all or substantially all of the assets or capital stock of the Surviving Corporation, prior to such sale, Parent shall either assume the obligation to maintain officers' and directors' liability insurance as described in this paragraph or cause a subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation.

        Pursuant to the Merger Agreement, the indemnification and directors' and officers' insurance covenants described above will survive the consummation of the Merger and are intended to benefit, and will be enforceable by, any person or entity entitled to be indemnified under this provision of the Merger Agreement (whether or not parties to the Merger Agreement).

        Employee Benefit Arrangements.    The Merger Agreement provides that following the consummation of the Merger, the Surviving Corporation will honor in accordance with their terms, the employment, severance, indemnification or similar agreements between the Company and certain employees; provided that, the Merger Agreement shall not preclude Parent or any of its affiliates from having the right to terminate the employment of any employee, with or without cause, or to amend or to terminate any employee benefit plan established, maintained or contributed to by Parent or any of its affiliates.

        Conditions to the Merger.    Pursuant to the Merger Agreement, the parties' obligations to consummate the Merger are subject to the satisfaction or waiver, where permissible, of the following conditions:

•

unless the Merger is consummated as contemplated by Section 253 of Delaware Law, the Merger Agreement and the Merger shall have been approved by the requisite vote of the Stockholders of the Company in accordance with Delaware Law; provided that, Purchaser and Parent shall have voted all of their Shares in favor of the Merger Agreement and the Merger;



•

no provision of any applicable law or orders of any governmental entity of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect;



•

all consents and approvals of (or filings or registrations with) any governmental entity required in connection with the Merger Agreement shall have been obtained or made, except where the failure to have obtained or made any such consent, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be;



•

Purchaser shall have accepted for purchase and paid for the Shares tendered pursuant to the Offer.

        Termination.    The Merger Agreement provides that it may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Merger Agreement by the Stockholders of the Company):

(a)

by mutual written consent of the Company and Parent;



(b)

by either the Company or Parent if the Merger has not been consummated on or before November 30, 2004 (the "End Date"); provided that in the event the Merger has not been consummated on or before November 30, 2004 and prior to such date the SEC shall have

38

reviewed or provided comments to the offer documents or the proxy statement, the End Date will be extended to the extent such review or comment process delayed the consummation of the Merger beyond November 30, 2004; provided that in no event will the End Date extend beyond January 31, 2005 (unless the party claiming the right to terminate the Merger Agreement is the party whose failure to fulfill any of its material obligations has resulted in the failure to consummate the Merger by such date);

(c)

by either the Company or Parent, if there shall be any applicable law that makes consummation of the Offer or the Merger illegal or otherwise prohibited or if any final and nonappealable order of a court or governmental agency or authority of competent jurisdiction shall restrain or prohibit the consummation of the Offer or the Merger (unless the party claiming the right to terminate the Merger Agreement under this subsection (c) has not used its commercially reasonable efforts to have such order lifted);



(d)

prior to the consummation of the Offer by (x) the Company if there has been a breach by Parent of any representation or warranty of Parent contained in the Merger Agreement which would have a Parent Material Adverse Effect, (y) Parent if there has been a breach of the representations and warranties or covenants or agreements of the Company contained in the Merger Agreement such that the conditions to the Offer described in "Section 14—Conditions of the Offer" would not be satisfied or (z) by the Company if Parent shall not have performed in all material respects each material obligation, agreement and covenant to be performed with by it under the Merger Agreement, and in each of clauses (x), (y) and (z) such breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by the terminating party to the other party;



(e)

by Parent prior to the consummation of the Offer, if, (i) the Board shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Parent, its approval or recommendation of the Merger Agreement, the Offer or the Merger, or shall have recommended, or entered into, or publicly announced its intention to enter into, an agreement or an agreement in principle with respect to a Superior Proposal (or shall have resolved to do any of the foregoing), (ii) the Company shall have breached in any material respect any of its obligations with respect to the "No Solicitation" obligations described above, (iii) the Board shall have refused to affirm its approval or recommendation of the Merger Agreement, the Offer or the Merger within ten business days of any written request from Parent, (iv) a competing tender or exchange offer constituting an Acquisition Proposal shall have been commenced and the Company shall not have sent holders of the Shares pursuant to Rule 14e-2 promulgated under the Exchange Act (within ten business days after such tender or exchange offer is first published, sent or given (within the meaning of Rule 14e-2 promulgated under the Exchange Act)), a statement disclosing that the Board recommends rejection of such Acquisition Proposal, (v) the Board shall exempt any other person from the provisions of Section 203 of Delaware Law or (vi) the Company or the Board publicly announces its intention to do, or resolves to do, any of the foregoing;



(f)

by the Company prior to the consummation of the Offer, if the Board of the Company shall approve, subject to complying with the terms of the Merger Agreement, a Superior Proposal; provided, however, that the Company may not terminate pursuant to this paragraph (f) unless (i) such Superior Proposal did not result from the Company's breach of any of its obligations with respect to the "No Solicitation" obligations described above, (ii) the Board authorizes the Company, subject to complying with the terms of the Merger Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice (including any subsequent amendments or modifications), (iii) during the three business day period after the Company's

39

notice (the "Negotiation Period"), (x) the Company shall have offered to negotiate with (and, if accepted, negotiate with), and shall have instructed its financial and legal advisors to offer to negotiate with (and if accepted, negotiate with), Parent to attempt to make such adjustments in the terms and conditions of the Merger Agreement as will enable the Company to proceed with the Merger Agreement (unless the next scheduled expiration date of the Offer is on or before the third business day after the end of the Negotiation Period and the Company does not extend the Offer until such third business day) and (y) the Board shall have determined in good faith, after consultation with its independent financial adviser and outside legal counsel and, after considering the results of such negotiations and the revised proposal made by Parent, if any, that the Superior Proposal giving rise to the Company's notice (including any subsequent amendments or modifications) continues to be a Superior Proposal, (iv) such termination is within three Business Days following the Negotiation Period, if any and (v) no termination pursuant to this paragraph (f) shall be effective unless the Company provides Parent with a written acknowledgement from each party to the Superior Proposal that such party is aware that the Company is obligated to pay a fee as a result of such termination as described below in "Section 10—Background of the Merger; Contacts with the Company; the Merger Agreement and Related Agreements; the Merger Agreement—Effect of Termination" and such party waives any right it may have to contest such payment;

(g)

by the Company, if the Offer has not been commenced within seven business days following the date of the Merger Agreement (except as a result of any material breach of the Merger Agreement by the Company) (provided that, such right of termination shall have been exercised by the Company prior to the commencement of the Offer);



(h)

by Parent or the Company if as the result of the failure of any of the conditions to the Offer (as described in "Section 14—Conditions of the Offer") the Offer shall have terminated or expired in accordance with its terms (including after giving effect to any extensions, if any) without Purchaser having purchased any Shares pursuant to the Offer (unless the party claiming the right to terminate the Merger Agreement is the party whose failure to fulfill any of its material obligations has resulted in such failure);



(i)

by Parent if either the Chief Executive Officer or the Chief Financial Officer of the Company fails to provide the certifications required under Section 302 or Section 906 of the Sarbanes-Oxley Act with respect to any Annual Report on Form 10-K or Quarterly Report on Form 10-Q of the Company required to be filed prior to the consummation of the Offer at the time such report is required to be filed under the Exchange Act; or



(k)

by Parent if, (i) on or prior to August 15, 2004, the Company shall have not publicly filed its Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2004, (ii) at any time after the date of the Merger Agreement, there is any material restatement of the Company's consolidated financial statements, or any material change to the Company's previously announced financial results, or (iii) the Company shall have filed with the SEC, or otherwise announced, one or more amendments to a form, report, statement and other documents required to be filed with the SEC in which the Company makes a downward material restatement of the proved Hydrocarbon reserves of the Company and its subsidiaries.

        A "Parent Material Adverse Effect" is any change, effect, event, circumstance or occurrence with respect to the business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of Parent or any of its subsidiaries, that is, or would be reasonably expected to have a material adverse effect on the current or future business, assets, properties, liabilities or obligations, results of operations or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole, or on the ability of Parent to perform in a timely manner its obligations under the Merger Agreement or consummate the transactions contemplated by the Merger Agreement.

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        A "Company Material Adverse Effect" means any change, effect, event, circumstance or occurrence with respect to the business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of the Company or any of its subsidiaries, that is, or would be reasonably expected to have a material adverse effect on the current or future business, assets, properties, liabilities or obligations, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or on the ability of the Company to perform in a timely manner its obligations under the Merger Agreement or consummate the transactions contemplated by the Merger Agreement; provided that, in no event shall any of the following constitute a Company Material Adverse Effect: (i) any change or effect resulting from changes in general economic, regulatory or political conditions, conditions in the United States or worldwide capital markets or any outbreak of hostilities or war (except for any changes referred to in this subclause which, individually or in the aggregate, disproportionately affect the business, assets, properties, liabilities, results of operations or financial condition of the Company and its subsidiaries taken as a whole, as compared to other industry participants), (ii) any change or effect that affects the oil and gas exploration and development industry or exploration and production companies of a similar size to the Company and a majority of whose reserves are natural gas generally (including changes in commodity prices, general market prices and regulatory changes affecting the oil and gas industry or exploration and production companies of a similar size to the Company and a majority of whose reserves are natural gas generally) (except for any changes referred to in this subclause which, individually or in the aggregate, disproportionately affect the business, assets, properties, liabilities, results of operations or financial condition of the Company and its subsidiaries taken as a whole, as compared to other industry participants, and exploration and production companies of a similar size to the Company and a majority of whose reserves are natural gas), (iii) any change in the trading prices or trading volume of the Company's capital stock (but not any change or effect underlying such change in prices or volume to the extent such change or effect would otherwise constitute a Company Material Adverse Effect), (iv) any failure by the Company to meet any published revenue or earnings projections (but not any change or effect underlying such failure to the extent such change or effect would otherwise constitute a Company Material Adverse Effect), (v) any change or effect resulting from the announcement or pendency of the Merger Agreement, the Offer, the Merger or the other transactions contemplated hereby (except in limited circumstances) or (vi) any change or effect resulting from a change in the laws applicable to the Company or any of its subsidiaries.

        Effect of Termination.    In the event of the termination of the Merger Agreement, the Merger Agreement, but not the Confidentiality Agreement, shall become void and of no effect, and there shall be no liability on the part of any party to the other party thereto (or any stockholder or Representative of such party); provided that, if such termination shall result from the willful (i) failure of any party to fulfill a condition to the performance of the obligations of another party, (ii) failure of a party to perform a material covenant hereof or (iii) breach by any party thereto of any representation or warranty or agreement contained therein, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such willful failure or breach.

        Fees.    Except as otherwise described in the next sentence, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such cost or expense. The Company will pay, or cause to be paid, to Parent by wire transfer of immediately available funds to an account designated by Parent, $11 million if the Merger Agreement is terminated for certain reasons, including, among others, if the Board shall have failed to recommend or shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger Agreement, the Offer or the Merger, or shall have recommended or entered into, or publicly announced its intention to enter into, an agreement with respect to a Superior Proposal. Any amounts payable as described above shall be payable within 90 days after termination of the Merger Agreement or upon consummation of an Acquisition Proposal.

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        In addition, the Company will also be required to pay to Parent the termination fee described above if (i) the Merger Agreement is terminated as a result of the failure of any of the conditions to the Offer, (ii) at the time of termination the Minimum Condition has not been satisfied, (iii) an Acquisition Proposal existed or had been previously announced and (iv) prior to the nine-month anniversary of such termination, the Company or any of its subsidiaries consummates any Acquisition Proposal. Any amounts payable will be payable concurrently with the consummation of an Acquisition Proposal

Stockholder Agreements.

        THE FOLLOWING IS A SUMMARY OF THE STOCKHOLDER AGREEMENTS. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE STOCKHOLDER AGREEMENTS, WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND COPIES OF WHICH HAVE BEEN FILED AS EXHIBITS TO THE SCHEDULE TO. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE STOCKHOLDER AGREEMENTS. THE STOCKHOLDER AGREEMENTS MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE PLACES SET FORTH IN "SECTION 7—CERTAIN INFORMATION CONCERNING THE COMPANY."

        As an inducement to Parent and Purchaser's entering into the Merger Agreement and incurring the liabilities therein, the Supporting Stockholders, who have voting power and dispositive power with respect to an aggregate of 6,399,201 Shares, representing approximately 41% of the Shares issued and outstanding on May 21, 2004, each entered into a Stockholder Agreement with Parent and Purchaser. Pursuant to the Stockholder Agreements, each Supporting Stockholder has agreed to tender and sell all Shares owned by it into the Offer promptly. Each Supporting Stockholder has also agreed, subject to certain conditions, to not withdraw any Shares that have been tendered in connection with the Offer so long as there is no decrease in the Offer Price and the Offer Price is payable in cash.

        Each Supporting Stockholder has agreed that, prior to the Trigger Date (as defined below), such Supporting Stockholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities (including the Shares and the Company Warrants) owned by such Supporting Stockholder to be effected except to Purchaser in connection with the Offer or pursuant to certain contractual arrangements existing on May 21, 2004. For a period of ten months following the Trigger Date, each Stockholder has agreed to not cause or permit any Transfer of any of the Subject Securities owned by such Supporting Stockholder to be effected unless the person to whom such Subject Securities are Transferred shall have executed a counterpart to the Stockholder Agreement and agreed to hold such Subject Securities subject to the terms and provisions thereof. For purposes of the Stockholder Agreement, a "Transfer" shall be deemed to have been effected with respect to a security if such Supporting Stockholder directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers, distributes or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; (iii) grants any proxy, power-of-attorney or other authorization or consent with respects to any such security or any interest therein; (iv) deposits any such security or any interest therein into a voting trust, or enters into a voting agreement or arrangement with respect to any such security or any interest therein; or (v) takes any other action that would in any way materially restrict, limit or interfere with the performance of the Supporting Stockholder's obligations under the Stockholder Agreement or the transactions contemplated thereby. The Supporting Stockholders have also agreed during the term of the Stockholder Agreement to not deposit any of the Subject Securities into a voting trust and to not grant any proxy, or enter into any voting agreement or similar agreement with respect to such Subject Securities other than pursuant to any arrangement existing on May 21, 2004.

42

        If the Merger Agreement is terminated as a result of the termination rights described in paragraphs (e), (f) or (h) of "—The Merger Agreement—Termination" (in the case of paragraph (h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement) and within nine months following such termination the Supporting Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, such Supporting Stockholder agrees to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to the Sharing Percentage (as defined below) for such Supporting Stockholder multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Supporting Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than common stock of the Company, the amount of cash consideration that would have been received had such Subject Securities been exercised for common stock of the Company prior to the expiration of the Offer net of the applicable exercise price). In addition, if the Supporting Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, the Supporting Stockholder shall pay to Parent an amount equal to the Sharing Percentage for such Supporting Stockholder multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Supporting Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Supporting Stockholder in connection with such bona fide sale. For purposes of the Stockholder Agreements, the "Sharing Percentages" are 30.78% with respect to each of WIC and WILP and 100% with respect to DSP.

        Each Supporting Stockholder has agreed until the Trigger Date, subject to certain circumstances, (i) to appear at any meeting of Stockholders or to otherwise cause their Shares to be counted as present at any meeting of Stockholders for purposes of establishing a quorum, (ii) to vote or cause all Shares owned by such Supporting Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger, and (iii) to vote or cause all Shares owned by such Supporting Stockholder to be voted against (1) any Acquisition Proposal (other than one by Parent or Purchaser) and (2) any amendment to the Company's certificate of incorporation or bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of the Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the Stockholder Agreement or to deprive Parent or Purchaser of any material portion of the benefits anticipated by Parent or Purchaser to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the Stockholder Agreement, or change in any manner the voting rights of the common stock of the Company presented to the Stockholders or in respect of which vote or consent of the Stockholders is requested or sought.

        Each Supporting Stockholder has agreed that prior to the Trigger Date such Supporting Stockholder shall not, nor shall such Supporting Stockholder authorize or permit any representative of the Supporting Stockholder to, directly or indirectly take any action prohibited by the covenant

43

described under "—The Merger Agreement—No Solicitation." Such obligation shall apply to such Supporting Stockholder solely in their capacity as a stockholder of the Company and not in any capacity as an officer or director of the Company.

        For purposes of the Stockholder Agreements, the "Trigger Date" shall mean the earliest of (a) the date upon which the Merger Agreement is validly terminated pursuant to the terms thereof; (b) the date on which Parent or Purchaser shall have purchased and paid for all of the Subject Securities; (c) the Effective Time; (d) the date upon which the Merger Agreement is amended to reduce the Offer Price or in any other manner adverse in any material respect to the Supporting Stockholder; and (e) the End Date. Each of the Stockholder Agreements shall automatically terminate and be of no further force and effect on the Trigger Date; provided, however, that the provisions of the Stockholder Agreements related to the payment of some or all of the value of the consideration received in connection with certain sales of the Subject Securities following the termination of the Merger Agreement described above shall survive for a period of ten months following the termination of the Stockholder Agreements.

Confidentiality Agreement

        THE FOLLOWING IS A SUMMARY OF THE CONFIDENTIALITY AGREEMENT, DATED AS OF FEBRUARY 23, 2004 (THE "CONFIDENTIALITY AGREEMENT"), BETWEEN THE COMPANY AND PARENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CONFIDENTIALITY AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND A COPY OF WHICH HAS BEEN FILED WITH THE SEC AS AN EXHIBIT TO THE SCHEDULE TO. THE CONFIDENTIALITY AGREEMENT MAY BE EXAMINED AND COPIES MAY BE OBTAINED AT THE PLACES SET FORTH IN "SECTION 7—CERTAIN INFORMATION CONCERNING THE COMPANY."

        Pursuant to the Confidentiality Agreement, each of Parent and the Company has agreed that the Information (as defined below) will be used solely for the purpose of evaluating a possible business combination of Parent and the Company, and unless and until the parties have completed a negotiated transaction pursuant to a definitive agreement, such Information will be kept confidential by both parties and their advisors. However, Parent and the Company may disclose the Information to representatives who need to know such information for the purpose of evaluation a possible business combination transaction.

        The term "Information" is defined in the Confidentiality Agreement to mean any information, which may be confidential, secret or proprietary in nature, obtained from the other party in the evaluation and investigation of a potential business combination transaction, but excludes any information which (i) is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure by any party or their representatives), (ii) is or becomes available to any party on a non-confidential basis from a source other than the other party or their representatives, so long as such source is not bound by an obligation to keep such information confidential or (iii) is independently acquired or developed by the party without violating the Confidentiality Agreement.

        The Company and Parent have agreed that, until February 23, 2005, neither party will knowingly solicit the employment of any employee of the other party or any of its affiliates as a result of the investigation or due diligence with respect to a possible business combination transaction. However, neither party is prevented from hiring any of the other party's employees who respond to any general solicitations for employment directed to the industry or public as a whole or who contact such party regarding employment without solicitation of such employee.

        The Company and Parent have also agreed that, until February 23, 2005, neither party will, without the prior written approval of the other party (i) in any manner acquire, agree to acquire or make any

44

proposal to acquire any securities or assets of the other party, or any of its subsidiaries, (ii) propose to enter into any merger or other business combination involving the other party or any of its subsidiaries; (iii) make, or in any way participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or its subsidiaries, (iv) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the other party, (v) disclose any intention, plan or arrangement inconsistent with the foregoing or (vi) advise, encourage, provide assistance to or hold discussions with any other persons in connection with any of the foregoing.

SECTION 11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY AFTER THE OFFER AND THE MERGER

        Purpose of the Offer.    The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer and the Merger is for Parent to acquire control of, and the entire equity interest in, the Company. The Offer, as the first step in the acquisition of the Company, is intended to facilitate the acquisition of all of the Shares. The purpose of the Merger is for Parent to acquire all Shares not purchased pursuant to the Offer. Pursuant to the Merger, each then outstanding Share (other than Shares owned by Purchaser, Parent or any subsidiary of Parent or the Company or any wholly owned subsidiary of the Company) will be converted into the right to receive an amount in cash equal to the price per Share paid in the Offer. Upon consummation of the Merger, the Company will become a wholly owned subsidiary of Parent.

        Approval of the Merger Agreement.    Under Delaware Law, the approval of the Board and the affirmative vote of the holders of a majority of the outstanding Shares is required to adopt the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. The Board has unanimously determined that each of the Offer and the Merger is advisable to, and in the best interests of, the Company and the holders of Shares, has approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof), and has recommended that holders of Shares accept the Offer and tender their Shares pursuant to the Offer. Unless the Merger is consummated pursuant to the short-form merger provisions under Delaware Law described below, the only remaining required corporate action of the Company is the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the Shares. Accordingly, if the Minimum Condition is satisfied, Purchaser will have sufficient voting power to cause the adoption of the Merger Agreement without the affirmative vote of any other Stockholder (subject to applicable law).

        In the Merger Agreement, the Company, acting through the Board as then constituted, has agreed to convene and hold a meeting of its Stockholders as promptly as practicable following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, if such action is required by Delaware Law in order to consummate the Merger. Purchaser and Parent have agreed that all Shares owned by them and their subsidiaries will be voted in favor of the Merger and the adoption of the Merger Agreement (subject to applicable law).

        Election of Directors.    The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Parent will be entitled to designate representatives to serve on the Board in proportion to Purchaser's ownership of Shares following such purchase. See "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements—Appointment after Acceptance for Payment of Shares Tendered in the Offer." Purchaser expects that such representation would permit Purchaser to exert substantial influence over the Company's conduct of its business and operations.

45

        Short-Form Merger.    Under Delaware Law, if Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the then outstanding Shares, Purchaser will be able to approve the Merger without a vote of the holders of Shares. In such event, Parent, Purchaser and the Company have agreed in the Merger Agreement to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after such acquisition, without a meeting of the holders of Shares. If, however, Purchaser does not acquire at least 90% of the outstanding Shares pursuant to the Offer and a vote of the holders of Shares is required under Delaware Law, a significantly longer period of time would be required to effect the Merger.

        Appraisal Rights.    No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, Stockholders who have not tendered their Shares will have certain rights under Delaware Law to dissent from the Merger and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Stockholders who perfect such rights by complying with the procedures set forth in Section 262 of Delaware Law ("Section 262") will have the "fair value" of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) determined by the Delaware Court of Chancery and will be entitled to receive a cash payment equal to such fair value for the Surviving Corporation. In addition, such dissenting Stockholders would be entitled to receive payment of a fair rate of interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. The Weinberger court also noted that under Section 262, fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., however, the Delaware Supreme Court stated that, in the context of a two-step cash merger, "to the extent that value has been added following a change in majority control before cash-out, it is still value attributable to the going concern" to be included in the appraisal process. As a consequence, the value so determined in any appraisal proceeding could be the same, more or less than the Offer Price.

        Parent does not intend to object, assuming the proper procedures are followed, to the exercise of appraisal rights by any Stockholder and the demand for appraisal of, and payment in cash for the fair value of, the Shares. Parent intends, however, to cause the Surviving Corporation to argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of each Share is less than or equal to the Merger Consideration. In this regard, Stockholders should be aware that opinions of investment banking firms as to the fairness from a financial point of view (including Petrie Parkman) are not necessarily opinions as to "fair value" under Section 262.

46

        The foregoing summary of the rights of dissenting Stockholders under Delaware Law does not purport to be a complete statement of the procedures to be followed by Stockholders desiring to exercise any dissenters' rights under Delaware Law. The preservation and exercise of dissenters' rights require strict adherence to the applicable provisions of Delaware Law.

        APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.

        STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PURCHASE PRICE PAID IN THE OFFER THEREFOR.

        Going Private Transactions.    The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain "going private" transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes that Rule 13e-3 will not be applicable to the Merger. Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the proposed transaction and the consideration offered to minority Stockholders in such transaction be filed with the SEC and disclosed to Stockholders prior to consummation of the transaction.

        Purchase of Shares After the Expiration Date.    Parent, Purchaser or an affiliate of Parent may, following the consummation or termination of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions, a tender offer or exchange offer or otherwise, upon such terms and at such prices as they shall determine, which may be more or less than the price paid in the Offer.

        Plans for the Company.    It is expected that, initially following the Merger, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and after the consummation of the Offer and the Merger, and will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to maximizing the Company's potential in conjunction with Parent's businesses.

        Parent has previously announced plans to dispose of at least $100 million of non-strategic assets in the U.S. and Canada, primarily from its existing portfolio. The asset dispositions are anticipated to be completed by year-end. While Parent has not made a determination to sell any specific assets of the Company at this time, as part of Parent's plans to sell non-strategic assets, Parent may elect to sell certain of the Company's assets.

        Within 30 days following consummation of the Offer, the Company is required to make offers to repurchase $125 million principal amount of 9¹/2% Senior Subordinated Notes due 2007 of the Company at 101% of the aggregate principal amount thereof, plus accrued interest. These notes may be redeemed at a current price of 101.584% of the principal amount thereof, plus accrued interest. Additionally, consummation of the Offer would be an event of default under the Company's credit

47

facility and would entitle Union Bank of California, the agent under the facility, to declare amounts outstanding under the facility immediately due and payable. As of March 31, 2004, there was approximately $35.4 million outstanding under the Company's credit facility. Any such amounts payable would expect to be funded through borrowings under Parent's credit facilities or the incurrence of additional indebtedness.

        Except as indicated in this Offer to Purchase, Parent does not have any current plans or proposals which relate to or would result in (i) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, relocation of any operations of the Company or any of its subsidiaries other than as currently contemplated by the Company, (ii) other than any asset sales permitted under the Merger Agreement, any purchase, sale or transfer of a material amount of assets, involving the Company or any of its subsidiaries, (iii) any material change in the Company's present indebtedness, capitalization or dividend policy, (iv) any other material change in the Company's corporate structure or business, (v) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, or (vi) any changes in the Company's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

SECTION 12. DIVIDENDS AND DISTRIBUTIONS

        The Merger Agreement provides that the Company shall not, between the date of the Merger Agreement and the Effective Time, without the prior written consent of Parent:

•

issue, deliver or sell or authorize the issuance, delivery or sale of any shares of any class of capital stock of the Company or any subsidiary, or any security, convertible or exercisable for either of the foregoing (other than upon the exercise of Company Stock Options or Company Warrants outstanding on the date of the Merger Agreement or upon the expiration of any restrictions upon the issuance of any grant existing on the date of the Merger Agreement of restricted stock or bonus stock pursuant to existing benefit plans or periodic issuances of Shares under existing benefit plans);



•

modify or amend the terms of any outstanding capital stock of the Company or any of its subsidiaries or any security convertible or exercisable for any of the foregoing;



•

except as otherwise permitted by the Merger Agreement, enter into or announce any agreement or understanding with respect to the sale, voting, registration or repurchase of any class of capital stock of the Company or any of its subsidiaries or any security convertible or exercisable for any of the foregoing;



•

sell, transfer, lease or otherwise dispose of, or grant any lien with respect to, any of the material properties or assets of the Company or any of its subsidiaries (except for sales of oil and gas in the ordinary course of business consistent with past practice);



•

declare, set aside or pay any dividend on, or make any other distribution in respect of any outstanding class of capital stock of the Company or any of its subsidiaries or any security convertible or exercisable for any of the foregoing (except for dividends by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company);



•

directly or indirectly redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any outstanding class of capital stock of the Company or any of its subsidiaries or any security convertible or exercisable for any of the foregoing (except pursuant to existing obligations); or



•

effect any reorganization or recapitalization or split, combine or reclassify any of the capital stock of the Company or any of its subsidiaries.

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        See "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement and Related Agreements—the Merger Agreement—Covenants."

SECTION 13. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR SHARES, NYSE LISTING, MARGIN REGULATIONS AND EXCHANGE ACT REGISTRATION

        Possible Effects of the Offer on the Market for the Shares.    The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by the public.

        The Shares are currently listed and traded on the NYSE, which constitutes the principal trading market for the Shares. Parent intends to cause the delisting of the Shares by the NYSE following consummation of the Merger and may seek to cause such delisting following consummation of the Offer.

        NYSE Listing.    As depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued listing on the NYSE. According to the NYSE's published guidelines, the Shares would not be eligible to be included for listing if, among other things, (i) the total number of holders of Shares fell below 400, (ii) the total number of holders of Shares fell below 1,200 and the average monthly trading volume over the most recent twelve months is less than 100,000 Shares, (iii) the number of publicly held Shares (exclusive of holdings of officers, directors and their families and other concentrated holdings of 10% or more) fell below 600,000, (iv) the Company's total global market capitalization was less than $50 million and total shareholders' equity were less than $50 million, (v) the Company's average global market capitalization over a consecutive 30-trading-day period was less than $15 million or (vi) the average closing price per Share was less than $1.00 over a consecutive 30-trading-day period. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NYSE (or any other national exchange on which the Shares are listed) for continued listing and the listing of the Shares is discontinued, the market for the Shares could be adversely affected. If the NYSE were to delist the Shares, it is possible that the Shares would continue to trade on another securities exchange or in the over-the-counter market and that price or other quotations would be reported by such exchange or through the Nasdaq Stock Market or other sources. The extent of the public market therefor and the availability of such quotations would depend, however, upon such factors as the number of shareholders and/or the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.

        Exchange Act Registration.    The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by the Company to the SEC if the Shares are not listed on a "national securities exchange" and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of Shares and to the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with Stockholders' meetings pursuant to Section 14(a) or 14(c) of the Exchange Act and the related requirements of an annual report, and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. In addition, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act, as amended. If registration of the Shares

49

under the Exchange Act were terminated, the Shares would no longer be eligible for NYSE reporting. Purchaser currently intends to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. The Company will be obligated to continue to make filings with the SEC pursuant to the indenture governing its publicly-held debt securities.

        Margin Regulations.    The Shares are currently "margin securities," as such term is defined under the rules of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. Depending upon factors similar to those described above regarding listing and market quotations, following the Offer it is possible that the Shares might no longer constitute "margin securities" for purposes of the margin regulations of the Federal Reserve Board, in which event such Shares could no longer be used as collateral for loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute "margin securities."

SECTION 14. CONDITIONS OF THE OFFER

        The following is a summary of all of the conditions to the Offer, and the Offer is expressly conditioned on the satisfaction of these conditions.

        Notwithstanding any other provision of the Offer, Parent and Purchaser shall not be required to accept for payment or purchase or pay for any Shares, may postpone the acceptance for Shares tendered pursuant to the Offer, and may extend or terminate the Offer, in each case in accordance with the Merger Agreement, if (i) the Minimum Condition shall not have been satisfied, (ii) any applicable waiting period under the Competition Act shall have not expired, an advance ruling certificate pursuant to Section 102 of the Competition Act shall not have been issued by the Commissioner or a "no action" letter shall have not been issued by the Commissioner indicating that the Commissioner will not make an application for an order under Section 92 of the Competition Act, (iii) the Investment Review Division of Industry Canada has not confirmed that the investment by Parent in the Company's Canadian business is not reviewable under the Investment Canada Act and the investment has not been approved by the Investment Review Division of the Investment Canada Act, or (iv) at any time on or after the date of the Merger Agreement and prior to acceptance of Shares by Purchaser pursuant to the Offer, any of the following conditions shall exist:

(a)

there shall be instituted or pending any action or proceeding by any governmental entity (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by Parent or Purchaser or the consummation of the Merger, (ii) seeking to obtain damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger Agreement, including Offer, the Merger or the Stockholder Agreements, (iii) seeking to restrain or prohibit Parent's ownership or operation (or that of its respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or of Parent and its subsidiaries, taken as a whole, or to compel Parent or any of its subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or of Parent and its subsidiaries, taken as a whole, (iv) seeking to impose or confirm material limitations on the ability of Parent, Purchaser or any of Parent's other subsidiaries or affiliates effectively to exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by Parent, Purchaser or any of Parent's other subsidiaries or affiliates on all matters properly presented to the Company's Stockholders, (v) seeking to require divestiture by Parent, Purchaser or any of Parent's other subsidiaries or affiliates of any Shares, (vi) seeking to compel Parent or any of its subsidiaries

50

to dispose of or hold separate any material portion of (x) the business, assets or properties of the Company and its subsidiaries, taken as a whole, or (y) the business, assets or properties of Parent and its subsidiaries, taken as a whole, or (vii) that otherwise, in the good faith judgment of Parent, has a Company Material Adverse Effect or a Parent Material Adverse Effect; or

(b)

there shall be any action taken, or any law or order enacted, enforced, promulgated, issued or deemed applicable to the Offer or the Merger, or there shall be instituted or pending any action or proceeding by any person before any governmental entity, that in either case, in the good faith judgment of Parent, is reasonably likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (vii) of paragraph (a) above;



(c)

since December 31, 2003 there has been any event, occurrence or development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; or



(d)

the Board shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Parent, its approval or recommendation of the Merger Agreement, the Offer or the Merger, or shall have recommended, or entered into, or publicly announced its intention to enter into, an agreement or an agreement in principle with respect to a Superior Proposal (or shall have resolved to do any of the foregoing); or



(e)

(i) any of the representations and warranties of the Company contained in the Merger Agreement shall not be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifiers set forth therein), as of the date of the Merger Agreement and as of such latter date, other than such representations and warranties that are made as of a specified date, which representations and warranties shall not have been true and correct as of such date, except where the failure or failures, individually or in the aggregate, of such representations and warranties to be true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect, (ii) any of the representations and warranties of the Company regarding the Company's authority to engage in the transaction, the Company's capitalization and certain payments made by the Company shall not be true and correct (without giving effect to materiality or Company Material Adverse Effect qualifications set forth therein), as of the date of the Merger Agreement and as of such latter date, other than such representations and warranties that are made as of a specified date, which representations and warranties shall not have been be true and correct as of such date in all material respects, or (iii) the Company shall not have performed in all material respects each obligation, agreement and covenant to be performed by it under the Merger Agreement; or



(f)

at least 95% of the issued and outstanding Company Stock Options shall have been amended to permit the conversion thereof as contemplated by the Merger Agreement; or



(g)

the Merger Agreement shall have been terminated in accordance with its terms.

The foregoing conditions (other than the Minimum Conditions) are for the sole benefit of Purchaser and Parent and may, subject to the terms of the Merger Agreement, be waived by Purchaser or Parent in whole or in part at any time and from time to time in their discretion; provided that all such conditions shall be deemed to be satisfied or waived upon Purchaser's acceptance of Shares for payment pursuant to the Offer. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the consummation of the Merger.

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        A public announcement will be made of a material change in, or waiver of, such conditions to the extent required under the Exchange Act, and the Offer will be extended in connection with any such change or waiver to the extent required by such rules.

SECTION 15. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS

        General.    Based upon its examination of publicly available information with respect to the Company and the review of certain information furnished by the Company to Parent and discussions between representatives of Parent with representatives of the Company during Parent's investigation of the Company (see "Section 10—Background of the Offer; Contacts with the Company; the Merger Agreement"), neither Purchaser nor Parent is aware of (i) any license or other regulatory permit that appears to be material to the business of the Company or any of its subsidiaries, taken as a whole, which might be adversely affected by the acquisition of Shares by Purchaser pursuant to the Offer or (ii) except as set forth below, of any approval or other action by any domestic (federal or state) or foreign governmental entity which would be required prior to the acquisition of Shares by Purchaser pursuant to the Offer. Should any such approval or other action be required, it is Purchaser's current intention to seek such approval or action. Purchaser does not currently intend, however, to delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such action or the receipt of any such approval (subject to Purchaser's right to decline to purchase Shares if any of the conditions described in "Section 14—Conditions of the Offer" shall have occurred). However, there can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that adverse consequences might not result to the business of the Company, Purchaser or Parent or that certain parts of the businesses of the Company, Purchaser or Parent might not have to be disposed of or held separate or other substantial conditions complied with in order to obtain such approval or other action or in the event that such approval was not obtained or such other action was not taken. Purchaser's obligation under the Offer to accept for payment and pay for Shares is subject to certain conditions, including conditions relating to the legal matters discussed in this "Section 15—Certain Legal Matters and Regulatory Approvals." See "Section 14—Conditions of the Offer" for certain conditions of the Offer.

        Delaware Law.    The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of Delaware Law prevents an "interested stockholder" (generally a person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock, or an affiliate or associate thereof) from engaging in a "business combination" (defined to include mergers and certain other transactions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless, among other things, prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became an interested stockholder. On May 21, 2004, prior to the execution of the Merger Agreement, the Board by unanimous vote of all directors present at a meeting held on such date, approved the Merger Agreement and determined that each of the Offer and the Merger and the transactions contemplated by the Stockholder Agreements is advisable to, and in the best interests of, the Company and the Stockholders. Accordingly, Section 203 is inapplicable to the Offer and the Merger.

State Takeover Statutes.    A number of other states have adopted laws and regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana may, as a matter of corporate law and, in particular, with respect to those

52

aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining stockholders. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there.

        The Company, directly or through its subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. Purchaser does not know whether any of these laws will, by their terms, apply to the Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, Purchaser will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws is applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, Purchaser might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer, and the Merger. In such case, Purchaser may not be obligated to accept for payment any Shares tendered. See "Section 14—Conditions of the Offer."

        Competition Act.    The transaction is a "notifiable transaction" for purposes of Part IX of the Competition Act, and it may not be completed before the expiration or earlier termination of the applicable waiting period after notice of the transaction, together with certain prescribed information, has been provided to the Commissioner. The waiting period is either 14 or 42 days from the time a complete notification is provided to the Commissioner depending upon whether a short-form or long-form filing has been made. Alternatively, a party to a notifiable transaction may apply to the Commissioner for an advance ruling certificate, which may be issued by the Commissioner in respect of a proposed transaction if she is satisfied that there are not sufficient grounds on which to apply to the Competition Tribunal for an order under the merger provisions of the Competition Act. The merger provisions of the Competition Act permit the Commissioner to apply to the Competition Tribunal for relief in respect of transactions that prevent or lessen, or would be likely to prevent or lessen, competition substantially. The relief that may be ordered by the Tribunal includes, in the case of a proposed transaction, prohibiting its completion. Parent intends to apply to the Commissioner for an advance ruling certificate in respect of the Offer and the Merger as soon as practicable following commencement of the Offer. It is a condition of the Offer that the required waiting period shall have expired or been earlier terminated or the Commissioner shall have issued an advance ruling certificate or an appropriate "no-action" letter. See "Section 1—Terms of the Offer; Expiration Date" and "Section 14—Conditions of the Offer."

        Investment Canada Act.    The transaction could be a "reviewable transaction" for purposes of the Investment Canada Act if the Company's Canadian business constitutes an oil or gas pipeline transportation business. The Company provides pipeline transportation for third parties; however, because this aspect of the Company's Canadian business is considered by Parent to be de minimus, Parent intends to seek confirmation from the Investment Review Division of Industry Canada that the investment by Parent in the Canadian business of the Company is not reviewable. This request for confirmation is intended to be made as soon as practicable following commencement of the Offer and is expected to be responded to within approximately 7 days of the request. Failing receipt of confirmation that the investment by Parent is not reviewable, Parent shall file with Industry Canada an application for review of the investment by Parent in the Company's Canadian business. It is a condition of the Offer that the Investment Review Division of Industry Canada shall have confirmed that the investment by Parent in the Company's Canadian business is not reviewable under the Investment Canada Act or the investment has been approved by the Investment Review Division of Industry Canada. See "Section 1—Terms of the Offer; Expiration Date" and "Section 14—Conditions of the Offer."

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SECTION 16. FEES AND EXPENSES

        Purchaser and Parent have retained Georgeson Shareholder Communications Inc. to be the Information Agent and Mellon Investor Services to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

        The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

        Except as described above, neither Parent or Purchaser will pay any fees or commissions to any broker or dealer or to any other person in connection with the solicitation of tenders of Shares pursuant to this Offer to Purchase. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

SECTION 17. MISCELLANEOUS

        The Offer is being made solely by this Offer to Purchase and the related Letter of Transmittal and is being made to holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which the making of the Offer or the tender of Shares in connection therewith would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF PURCHASER OR THE COMPANY NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

        Pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, Purchaser and Parent have filed with the SEC the Schedule TO, together with exhibits, furnishing certain additional information with respect to the Offer. The Schedule TO and any amendments thereto, including exhibits, may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in "Section 7—Certain Information Concerning the Company."

TWOCO ACQUISITION CORP.

Dated: May 28, 2004

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SCHEDULE I

INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER(1)(2)

1.     DIRECTORS AND EXECUTIVE OFFICERS OF PARENT.

        The following table sets forth the name, current business address and current principal occupation or employment, and material occupations, positions, offices or employments thereof for the past five years of each director and executive officer of Parent. Unless otherwise indicated, the current business address of each person is c/o Forest Oil Corporation, 1600 Broadway, Suite 2200, Denver, Colorado 80202. Each such person is a citizen of the United States, except for William L. Britton who is a citizen of Canada. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Parent.

NAME AND BUSINESS ADDRESSES	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
Cortlandt S. Dietler    Director since 1996    TransMontaigne Inc. 1670 Broadway, Suite 3100 Denver, CO 80202	Mr. Dietler has served as Chairman of the Board of TransMontaigne Inc., an independent provider of supply chain management for fuel, since April 1995. He served as Chief Executive Officer of TransMontaigne Inc. from April 1995 to October 1999. Mr. Dietler is a director of Hallador Petroleum Company and Cimarex Energy Co. He is the Chairman of Parent's Compensation Committee and Nominating and Corporate Governance Committee.
Dod A. Fraser    Director since 2000    Sackett Partners Incorporated 70 West Red Oak Lane White Plains, NY 10604-3602	Mr. Fraser has served as President of Sackett Partners Incorporated, a consulting company for not-for-profit entities since 2000. Mr. Fraser is a Director of Terra Industries Inc. Mr. Fraser served as Managing Director and Group Executive of the global oil and gas group of Chase Securities, Inc., a subsidiary of The Chase Manhattan Bank, from 1995 to 2000 and prior thereto, was a General Partner of Lazard Freres & Co. Mr. Fraser serves as Chairman of Parent's Audit Committee and is a member of Parent's Nominating and Corporate Governance Committee.
Patrick R. McDonald   Director since 2004    Nytis Exploration Company 1143 Auraria Parkway, Suite 501 Denver, CO 80204	Mr. McDonald is Chief Executive Officer, President and Director and founder of Nytis Exploration Company, an oil and gas exploration company. From 1998 to October 2003, Mr. McDonald served as President and Chief Executive Officer and Director of Carbon Energy Corporation, an exploration and production company that was acquired, and its predecessor company. Prior thereto, from 1987 to 1997, he served as Chairman, Chief Executive Officer and President and founder of Interenergy Corporation, a natural gas gathering, processing and marketing company. Mr. McDonald is a member of Parent's Audit Committee.

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Forrest E. Hoglund    Chairman of the Board since 2003 Director since 2000    Hoglund Interests 333 Clay Street, Suite 1325 Houston, TX 77002	Mr. Hoglund has served as Parent's non-executive Chairman of the Board since September 30, 2003. Mr. Hoglund is Chairman and Chief Executive Officer of Arctic Resources Company, Ltd., a company engaged in activities to build a natural gas pipeline from Alaska to the contiguous United States. He served as Chairman of the Board of EOG Resources Inc. from September 1987 to August 1999 and President of EOG Resources Inc. from May 1990 to 1996. Mr. Hoglund serves as Chairman of Parent's Executive Committee and is a member of Parent's Compensation Committee.
James H. Lee    Director since 1991    Lee, Hite & Wisda, Ltd. 5005 Woodway, Suite 375 Houston, TX 77056	Mr. Lee has served as the Managing General Partner of Lee, Hite & Wisda Ltd., an oil and gas consulting firm, since 1984. Mr. Lee is a Director of Frontier Oil Corporation. He is a member of Parent's Audit Committee and Executive Committee.
William L. Britton    Director since 1996    Bennett Jones L.L.P. 855 - 2nd Street, S.W., Suite 4500 Calgary, Alberta T2P 4K7 Canada	Mr. Britton has been a partner in the law firm of Bennett Jones LLP since 1962 and served as Managing Partner and Chairman of Bennett Jones LLP from 1981 to 1997. Mr. Britton is Vice Chairman and Lead Director of ATCO Ltd. and Canadian Utilities Limited, and is a Director of Akita Drilling Ltd., ATCO Gas and Pipelines Ltd., Barking Power Limited, Thames Power Limited, Hanzell Vineyards Limited and the Denver Broncos Football Club. He is a member of Parent's Nominating and Corporate Governance Committee.
H. Craig Clark    President and Chief Executive Officer Director since 2003	Mr. Clark has served as Parent's President and Chief Executive Officer, and as a director since July 31, 2003. Mr. Clark joined Forest in September 2001 and served as President and Chief Operating Officer through July 2003. Previously, Mr. Clark was employed by Apache Corporation in Houston Texas, an independent energy company, from 1989 to 2001. He served in various management positions during this period, including Executive Vice President—U.S. Operations and Chairman and Chief Executive Officer of ProEnergy, an affiliate of Apache.
David H. Keyte   Executive Vice President and Chief Financial Officer	Mr. Keyte has served as Executive Vice President and Chief Financial Officer since November 1997. Mr. Keyte served as Parent's Vice President and Chief Financial Officer from December 1995 to November 1997 and Parent's Vice President and Chief Accounting Officer from December 1993 to December 1995.

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Cecil N. Colwell    Senior Vice President—Worldwide Drilling	Mr. Colwell has served as Parent's Senior Vice President—Worldwide Drilling since May 2004. Prior to that, Mr. Colwell served as Parent's Vice President—Drilling and from 1988 to 2000 he served as Parent's Drilling Manager.
Forest D. Dorn   Senior Vice President—Corporate Services	Mr. Dorn has served as Senior Vice President—Corporate Services since December 2000. He served as Senior Vice President—Gulf Coast Region from November 1997 to December 2000, Vice President—Gulf Coast Region from August 1996 to October 1997 and Vice President and General Business Manager from December 1993 to August 1996.
Leonard C. Gurule    Senior Vice President—Alaska	Mr. Gurule has served as Senior Vice President—Alaska since joining Parent on September 22, 2003. Between 2000 and September 2003, Mr. Gurule served on the boards of several local community and non-profit organizations and managed his own investment portfolio. From 1987 to 2000, he served in various capacities at Atlantic Richfield Co., including Chairman of the Board and Chief Executive Officer of Virginia Indonesia, a company owned by ARCO, and manager of ARCO's Prudhoe Bay operations and construction activities, engineering support to ARCO's Alaskan exploration activities and petroleum engineering support to ARCO's Kuparuk field.
James W. Knell    Senior Vice President	Mr. Knell has served as Senior Vice President—since April 2004. From December 2000 until April 2004, Mr. Knell served as Parent's Senior Vice President—Gulf Coast Region. Mr. Knell served as Vice President—Gulf Coast Offshore from May 1999 to December 2000, Gulf Coast Offshore Business Unit Manager from March 1998 to May 1999, Gulf Coast Region Business Unit Manager from November 1997 to March 1998 and Corporate Drilling and Production Manager from December 1991 to November 1997.
John F. McIntyre III   Senior Vice President—International	Mr. McIntyre has served as Senior Vice President—International since May 2003. Prior to that from September 1998 to April 2003, he served as Senior Vice President of Forest Oil International Corporation, one of Parent's wholly owned subsidiaries. Prior to joining Forest in September 1998, he served as Joint Venture Manager for YPF, an oil and gas company in Argentina.
J.C. Ridens    Senior Vice President—Gulf Coast	Mr. Ridens has served as Parent's Senior Vice President—Gulf Coast since April 2004. From 2001 to 2004, Mr. Ridens was employed by Cordillera Energy Partners, LLC, as Vice President of Operations and Exploitation. From 1996 to 2001, he served in various capacities with Apache Corporation.

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Newton W. Wilson III   Senior Vice President—General Counsel and Secretary	Mr. Wilson has served as Senior Vice President—General Counsel and Secretary since December 2000. Mr. Wilson served as a consultant to Mariner Energy LLC from 1999 to December 2000 and a consultant to Sterling City Capital from 1998 to 1999. He served in various capacities at Union Texas Petroleum Holdings, Inc. from 1993-1998, and was President and Chief Operations Officer of Union Texas Americas Ltd. from 1996 to 1998.
Matthew A. Wurtzbacher   Senior Vice President—Corporate Planning and Development	Mr. Wurtzbacher has served as Senior Vice President—Corporate Planning and Development since May 2003. From December 2000 to May 2003, he served as Parent's Vice President—Corporate Planning and Development and from June 1998 to December 2000, he served as Manager—Operational Planning and Corporate Engineering.
Joan C. Sonnen    Vice President—Controller and Chief Accounting Officer	Ms. Sonnen has served as Vice President—Controller and Chief Accounting Officer since December 2000. Ms. Sonnen served as our Vice President—Controller and Corporate Secretary from May 1999 to December 2000 and has served as Parent's Controller since December 1993.
R. Scot Woodall    Vice President—Western United States	Mr. Woodall has served as Vice President—Western United States business unit since March 2004. Mr. Woodall joined Forest in October 2000 and previously served as Production and Engineering Manager for the Western Region. From 1992 to September 2000 he served as Operations and Engineering Manager—Rocky Mountain Division, at Santa Fe Synder Corporation.

2.     DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER.

        The directors of Purchaser are David H. Keyte and Newton W. Wilson III, and the executive officers of Purchaser are Mr. Keyte, President, Mr. Wilson, Vice President and Secretary, and Joan C. Sonnen, Vice President.

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        Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted.    The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each Stockholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Mellon Investor Services LLC Reorganization Department P.O. Box 3301 South Hackensack, NJ 07606	(201) 296-4293   To Confirm Facsimile Transmissions: (For Eligible Institutions Only)   (201) 296-4860	Mellon Investor Services LLC Reorganization Department 85 Challenger Road Mail Stop—Reorg Ridgefield Park, NY 07660
	By Hand:
	Mellon Investor Services LLC Reorganization Department 120 Broadway, 13th Floor New York, NY 10271

        Questions or requests for assistance may be directed to the Information Agent at their respective addresses and telephone numbers listed below, and additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. A Stockholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street—10^th Floor
New York, NY 10004
Banks and Brokers Call (212) 440-9800
All others call Toll-Free (800) 733-8405

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IMPORTANT
TABLE OF CONTENTS
SUMMARY TERM SHEET
INTRODUCTION
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER(1)(2)

EX-99.(A)(1)(B)

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Exhibit 99(a)(1)(B)

LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK

OF

THE WISER OIL COMPANY

PURSUANT TO THE OFFER TO PURCHASE DATED MAY 28, 2004

OF

TWOCO ACQUISITION CORP.,

A WHOLLY OWNED SUBSIDIARY OF

FOREST OIL CORPORATION

        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Mellon Investor Services LLC

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Mellon Investor Services LLC Reorganization Department P. O. Box 3301 South Hackensack, NJ 07606	(201) 296-4293   To Confirm Facsimile Transmissions: (For Eligible Institutions Only)   (201) 296-4860	Mellon Investor Services LLC Reorganization Department 85 Challenger Road Mail Stop—Reorg Ridgefield Park, NJ 07660
	By Hand:
	Mellon Investor Services LLC Reorganization Department 120 Broadway 13th Floor New York, NY 10271

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE W-9 SET FORTH BELOW.

        THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s))	Share Certificate(s) and Share(s) Tendered (Attach additional signed list, if necessary)
	Share Certificate Number(s)*	Total Number of Shares Evidenced by Share Certificate(s)*	Number of Shares Tendered**
	Total Shares

*

Need not be completed by Book-Entry Stockholders.

**

Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.    

        This Letter of Transmittal is to be completed by Stockholders of The Wiser Oil Company either if Share Certificates (as defined below) are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase). DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

        Stockholders whose certificates evidencing Shares ("Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in "Section 1—Terms of the Offer; Expiration Date" of the Offer to Purchase) or who cannot complete the procedure for delivery by book-entry transfer on a timely basis and who wish to tender their Shares must do so pursuant to the guaranteed delivery procedure described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase. See Instruction 2.

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CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

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CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket No. (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution that Guaranteed Delivery:

If delivery is by book-entry transfer, give the following information:

Account Number:

Transaction Code Number:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

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Ladies and Gentlemen:

        The undersigned hereby tenders to TWOCO Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation, the above-described shares of common stock, par value $0.01 per share (the "Shares"), of The Wiser Oil Company, a Delaware corporation (the "Company"), pursuant to Purchaser's Offer to Purchase all Shares at $10.60 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 28, 2004 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements hereto or thereto, collectively constitute the "Offer").

        Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and subject to, and effective upon, acceptance for payment of Shares tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all Shares that are being tendered hereby and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares on or after May 28, 2004 (collectively, "Distributions") and irrevocably appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates evidencing such Shares (and all Distributions), or transfer ownership of such Shares (and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all Distributions), all in accordance with the terms of the Offer.

        By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Mellon Investor Services LLC as the attorneys and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or its substitute shall, in its sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all Shares tendered hereby which have been accepted for payment by Purchaser prior to the time of such vote or other action and all Shares and other securities issued in Distributions in respect of such Shares, which the undersigned is entitled to vote at any meeting of Stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in Shares tendered hereby, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with other terms of the Offer. Such acceptance for payment shall revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to such Shares (and all Shares and other securities issued in Distributions in respect of such Shares), and no subsequent proxies, powers of attorney, consents or revocations may be given by the undersigned with respect thereto (and if given will not be deemed effective). The undersigned understands that, in order for Shares or Distributions to be deemed validly tendered, immediately upon Purchaser's acceptance of such Shares for payment, Purchaser must be able to exercise full voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, voting at any meeting of the Company's Stockholders then scheduled.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer Shares tendered hereby and all Distributions, that when such Shares are accepted for payment by Purchaser and upon payment to the Depositary for such Shares, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares and Distributions will be

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subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of Shares tendered hereby, accompanied by appropriate documentation of transfer, and pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of Shares tendered hereby, or deduct from such purchase price, the amount or value of such Distribution as determined by Purchaser in its sole discretion.

        No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

        The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer. Purchaser's acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms or conditions of any such extension or amendment).

        Unless otherwise indicated below in the box entitled "Special Payment Instructions," please issue the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated below in the box entitled "Special Delivery Instructions," please mail the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered." In the event that the boxes below entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not tendered or not accepted for payment in the name(s) of, and deliver such check and return such Share Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated below in the box entitled "Special Payment Instructions," please credit any Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares

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from the name of the registered holder(s) thereof if Purchaser does not accept for payment any Shares tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5, 6 and 7)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of Shares and Share Certificates evidencing Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned.   Issue Check and Share Certificate(s) to:		To be completed ONLY if the check for the purchase price of Shares purchased and Share Certificates evidencing Shares not tendered or not purchased are to be mailed to someone other than the undersigned, or the undersigned at an address other than that shown under "Description of Shares Tendered."
Mail Check and Share Certificate(s) to:		Deliver o Check o Certificate(s) to:
Name		Name
(Please Print)		(Please Print)
Address		Address
	(Zip Code)		(Zip Code)
(Taxpayer Identification or Social Security No.) (See Substitute Form W-9 below)		Account Number:

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IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)

Signature(s) of holder(s)

Dated:                              , 2004.

        (Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s):

Please Print

Capacity (full title):

Address:

Include Zip Code

Daytime Area Code and Telephone No:

Taxpayer Identification or Social Security No.:

(SEE SUBSTITUTE FORM W-9 BELOW)

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

        1.    Guarantee of Signatures.    All signatures on this Letter of Transmittal (and any separate schedule delivered in accordance with Instruction 3) must be guaranteed by a firm which is a member of the Security Transfer Agent Medallion Signature Program, or by any other "eligible guarantor institution, "as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing being an "Eligible Institution") unless (i) this Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered hereby and such holder(s) has (have) not completed the box entitled "Special Payment Instructions" or "Special Delivery Instructions" on the reverse hereof or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

        2.    Delivery of Letter of Transmittal and Share Certificates.    This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for tenders by book-entry transfer pursuant to the procedure set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase. Share Certificates evidencing all physically tendered Shares, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth below prior to the Expiration Date (as defined in "Section 1—Terms of the Offer; Expiration Date" of the Offer to Purchase) or the expiration of a subsequent offering period, if applicable. If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Stockholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares pursuant to the guaranteed delivery procedure described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, must be received by the Depositary prior to the Expiration Date; and (iii) the Share Certificates evidencing all physically delivered Shares in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined in "Section 2—Acceptance for Payment and Payment for Shares" of the Offer to Purchase)) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange ("NYSE") trading days after the date of execution of such Notice of Guaranteed Delivery, all as described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase.

        THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

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        No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or a manually signed facsimile hereof), all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment.

        3.    Inadequate Space.    If the space provided on the reverse hereof under "Description of Shares Tendered" is inadequate, the Share Certificate numbers, the number of Shares evidenced by such Share Certificates and the number of Shares tendered should be listed on a separate signed schedule and attached hereto.

        4.    Partial Tenders (not applicable to stockholders who tender by book-entry transfer).    If fewer than all Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such cases, new Share Certificate(s) evidencing the remainder of Shares that were evidenced by the Share Certificates delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled "Special Delivery Instructions," promptly after the Expiration Date or the termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5.    Signatures on Letter of Transmittal; Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares without alteration, enlargement or any other change whatsoever.

        If any Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

        If any Shares tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.

        If this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, no endorsements of Share Certificates or separate stock powers are required, unless payment is to be made to, or Share Certificates evidencing Shares not tendered or not accepted for payment are to be issued in the name of, a person other than the registered holder(s). If the Letter of Transmittal is signed by a person other than the registered holder(s) of the Share Certificate(s) evidencing Shares tendered, the Share Certificate(s) tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of Shares tendered hereby, the Share Certificate(s) evidencing Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of such person's authority so to act must be submitted.

        6.    Stock Transfer Taxes.    Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the

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Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or Share Certificate(s) evidencing Shares not tendered or not accepted for payment are to be issued in the name of, any person other than the registered holder(s) or if tendered certificates are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased, unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates evidencing Shares tendered hereby.

        7.    Special Payment and Delivery Instructions.    If a check for the purchase price of any Shares tendered hereby is to be issued in the name of, and/or Share Certificate(s) evidencing Shares not tendered or not accepted for payment are to be issued in the name of and/or returned to, a person other than the person(s) signing this Letter of Transmittal or if such check or any such Share Certificate is to be sent to a person other than the signor of this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled "Description of Shares Tendered," the appropriate boxes herein must be completed.

        8.    Questions and Requests for Assistance or Additional Copies.    Questions and requests for assistance may be directed to the Information Agent at the address or telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Information Agent.

        9.    Substitute Form W-9.    Each tendering stockholder that is a U.S. person (or a U.S. resident alien) is generally required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 which is provided under "Important Tax Information" below, and to certify, under penalty of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax. If a tendering stockholder has been notified by the "IRS" that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to 28% federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 28% on all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. A surrendering stockholder that is not a U.S. person (nor a U.S. resident alien) should not complete Substitute Form W-9. A surrendering foreign stockholder should contact the Depositary and request the applicable IRS Form W-8.

        10.    Lost, Destroyed, or Stolen Share Certificates.    If any Share Certificate has been lost, destroyed, or stolen, the tendering stockholder should promptly notify the Company's current transfer agent, Mellon Investor Services LLC at (800) 777-3674. The tendering stockholder will be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed Share Certificates have been followed.

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IMPORTANT TAX INFORMATION

        Under U.S. federal income tax law, a stockholder that is a U.S. person (or a U.S. resident alien) whose tendered Shares are accepted for payment is generally required to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 provided herewith. If such stockholder is an individual, the TIN generally is such stockholder's social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the IRS and payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 28%. In addition, if a stockholder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for making such statement, a $500 penalty may also be imposed by the IRS.

        Certain persons are not subject to backup withholding. An exempt stockholder, other than a foreign person, should enter the stockholder's name, address, status and TIN on the face of the Substitute Form W-9, write "Exempt" on the face of Part II of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" (the "W-9 Guidelines") for additional instructions. A stockholder that is not a U.S. person (nor a U.S. resident alien) (a "foreign stockholder") should not complete the Substitute Form W-9. A foreign stockholder should contact the Depositary and request the applicable IRS Form W-8. The foreign stockholder should then complete, sign and return the appropriate IRS Form W-8 in accordance with instructions provided by the Depositary in order to avoid any applicable withholding. A stockholder should consult his or her tax advisor as to such stockholder's qualification for exemption from backup withholding and the procedure for obtaining such exemption.

        If backup withholding applies, the Depositary is required to withhold 28% of any payments made to the Stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

PURPOSE OF SUBSTITUTE FORM W-9

        To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder's correct TIN by completing the form below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (b)(i) such stockholder has not been notified by the IRS that he is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the IRS has notified such stockholder that such stockholder is no longer subject to backup withholding, and (c) the Stockholder is a U.S. person (including a U.S. resident alien).

WHAT NUMBER TO GIVE THE DEPOSITARY

        The stockholder (other than an exempt or foreign Stockholder subject to the requirements set forth above) is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record holder of Shares tendered hereby. If Shares are in more than one name or are not in the name of the actual owner, consult the enclosed W-9 Guidelines for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write "Applied For" in the space provided for the TIN in Part I, and sign and dated the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 28% of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary.

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PAYER'S NAME: Mellon Investor Services LLC
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service		Name: Address:	Individual o Partnership o Corporation o Other (specify) o
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN) (If awaiting TIN write "Applied For")
Part I.	Taxpayer Identification Number—For all accounts, enter your taxpayer identification number in the box at right. (For most individuals, this is your social security number. If you do not have a number, see "Obtaining a Number" in the enclosed Guidelines.) Certify by signing and dating below. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payer.		SSN:                                        or EIN:
Part II.	For Payees Exempt from Backup Withholding, see the enclosed Guidelines and complete as instructed therein.

CERTIFICATION—Under penalties of perjury, I certify that:

        (1)   The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),

        (2)   I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to back-up withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

        (3)   I am a U.S. person (including a U.S. resident alien).

CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)

Signature                                                                                                             Date:                               , 2004

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.

NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number, the specified rate of all payments made to me shall be retained until I provide a taxpayer identification number and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and the specified rate of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.

SIGNATURE:                                                                      DATE:                               , 2004

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        Facsimiles of the Letter of Transmittal, properly completed and duly signed, will be accepted. The Letter of Transmittal and Share Certificates and any other required documents should be sent or delivered by each stockholder or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses or to the facsimile number set forth below.

        Questions or requests for assistance may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. A stockholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street—10^th Floor
New York, NY 10004
Banks and Brokers Call (212) 440-9800
All others call Toll-Free (800) 733-8405

The Depositary for the Offer is:
Mellon Investor Services LLC

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Mellon Investor Services LLC Reorganization Department P. O. Box 3301 South Hackensack, NJ 07606	(201) 296-4293   To Confirm Facsimile Transmissions: (For Eligible Institutions Only)   (201) 296-4860	Mellon Investor Services LLC Reorganization Department 85 Challenger Road Mail Stop—Reorg Ridgefield Park, NJ 07660
	By Hand:
	Mellon Investor Services LLC Reorganization Department 120 Broadway 13th Floor New York, NY 10271

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Exhibit 99(a)(1)(B)

EX-99.(A)(1)(C)

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Exhibit 99(a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF SHARES OF COMMON STOCK

OF

THE WISER OIL COMPANY

TO

TWOCO ACQUISITION CORP.,

A WHOLLY OWNED SUBSIDIARY OF

FOREST OIL CORPORATION

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates ("Share Certificates"), evidencing shares of common stock, par value $0.01 per share ("Shares"), of The Wiser Oil Company, a Delaware corporation (the "Company"), are not immediately available, (ii) if Share Certificates and all other required documents cannot be delivered to Mellon Investor Services LLC, as Depositary (the "Depositary"), prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram, or facsimile transmission to the Depositary. See "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase.

The Depositary for the Offer is:

Mellon Investor Services LLC

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Mellon Investor Services LLC Reorganization Department P. O. Box 3301 South Hackensack, NJ 07606	(201) 296-4293   To Confirm Facsimile Transmissions: (For Eligible Institutions Only)   (201) 296-4860	Mellon Investor Services LLC Reorganization Department 85 Challenger Road Mail Stop—Reorg Ridgefield Park, NJ 07660
	By Hand:
	Mellon Investor Services LLC Reorganization Department 120 Broadway 13th Floor New York, NY 10271

        DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to TWOCO Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 28, 2004 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"), receipt of each of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure set forth in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase.

Number of Shares:

Certificate Nos. (If Available):

Signature(s) of Holder(s)

Dated:                              , 2004

Please Type or Print

Address

Zip Code

Daytime Area Code and Telephone No.

o

Check this box if Shares will be delivered by book-entry transfer:

Book-Entry Transfer Facility

Account No.:                                                            

2

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a participant in the Security Transfer Agents Medallion Program or an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's account at The Depositary Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, confirmation of the book-entry transfer of such Shares in the Depositary's account and The Depositary Trust Company, together with an Agent's Message (as defined in the Offer to Purchase), in each case together with any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date hereof.

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must delivery the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:

Authorized Signature

Address:
	Zip Code

Area Code and Tel. No:

Name:

Please Type or Print

Title:

Dated:                              , 2004

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.

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Exhibit 99(a)(1)(C)

EX-99.(A)(1)(D)

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Exhibit 99(a)(1)(D)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK

OF

THE WISER OIL COMPANY
AT
$10.60 NET PER SHARE
BY

TWOCO ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF

FOREST OIL CORPORATION

        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

May 28, 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        TWOCO Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation ("Parent"), has offered to purchase all the shares of common stock, par value $0.01 per share ("Shares"), of The Wiser Oil Company, a Delaware corporation (the "Company"), that are issued and outstanding for $10.60 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase, dated May 28, 2004 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

        THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE HAVING BEEN VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THAT NUMBER OF SHARES THAT CONSTITUTES A MAJORITY OF THE VOTING POWER (DETERMINED ON A FULLY DILUTED BASIS BUT EXCLUDING THE COMPANY WARRANTS (AS DEFINED IN THE OFFER TO PURCHASE)) OF ALL SECURITIES OF THE COMPANY ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS OR IN A MERGER, (2) SINCE DECEMBER 31, 2003, THERE HAVING BEEN NO EVENT, OCCURRENCE, DEVELOPMENT OR STATE OF CIRCUMSTANCES OR FACTS WHICH, INDIVIDUALLY OR IN THE AGGREGATE, HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT (AS DEFINED IN THE OFFER TO PURCHASE), (3) ANY APPLICABLE WAITING PERIOD UNDER THE COMPETITION ACT (CANADA) (THE "COMPETITION ACT") HAVING EXPIRED, AN ADVANCE RULING CERTIFICATE PURSUANT TO SECTION 102 OF THE COMPETITION ACT HAVING BEEN ISSUED BY THE COMMISSIONER OF COMPETITION APPOINTED UNDER THE COMPETITION ACT (THE "COMMISSIONER") OR A "NO ACTION" LETTER HAVING BEEN ISSUED BY THE COMMISSIONER INDICATING THAT THE COMMISSIONER WILL NOT MAKE AN APPLICATION FOR AN ORDER UNDER SECTION 92 OF THE COMPETITION ACT, AND (4) THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA SHALL HAVE CONFIRMED THAT THE INVESTMENT BY PARENT IN THE COMPANY'S CANADIAN BUSINESS IS NOT REVIEWABLE UNDER THE INVESTMENT CANADA ACT OR THE INVESTMENT HAS BEEN APPROVED BY THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. SEE "SECTION 1—TERMS OF THE OFFER;

EXPIRATION DATE" AND "SECTION 14—CONDITIONS OF THE OFFER," WHICH SET FORTH IN FULL THE CONDITIONS TO THE OFFER.

        For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.

Offer to Purchase, dated May 28, 2004;



2.

Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;



3.

Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents are not immediately available or cannot be delivered to Mellon Investor Services LLC (the "Depositary") prior to the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed prior to the Expiration Date;



4.

A letter to stockholders of the Company from George K. Hickox, Jr., Chairman and Chief Executive Officer of the Company, together with a Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission by the Company;



5.

A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer;



6.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and



7.

Return envelope addressed to the Depositary.

        WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

        In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), (ii) a Letter of Transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) and (iii) any other required documents.

        If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedure described in "Section 3—Procedures for Accepting the Offer and Tendering Shares" of the Offer to Purchase.

        Purchaser will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders of Shares pursuant to the Offer. However, Purchaser will reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. Purchaser will pay or cause to be paid any stock transfer taxes payable with respect to the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

        Any inquiries you may have with respect to the Offer should be addressed to either the Information Agent or the Depositary at the addresses and telephone numbers set forth on the back cover page of the Offer to Purchase.

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        Additional copies of the enclosed material may be obtained from either the Information Agent or the Depositary, at the addresses and telephone numbers set forth on the back cover page of the Offer to Purchase.

Very truly yours,

TWOCO ACQUISITION CORP.

        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE COMPANY, OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

3

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Exhibit 99(a)(1)(D)

EX-99.(A)(1)(E)

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Exhibit 99(a)(1)(E)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK

OF

THE WISER OIL COMPANY
AT
$10.60 NET PER SHARE
BY

TWOCO ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF

FOREST OIL CORPORATION

        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

May 28, 2004

To Our Clients:

        Enclosed for your consideration are an Offer to Purchase, dated May 28, 2004 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer") in connection with the Offer by TWOCO Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation ("Parent"), to purchase all the shares of common stock, par value $0.01 per share ("Shares") of The Wiser Oil Company, a Delaware corporation (the "Company"), that are issued and outstanding for $10.60 per share (such amount being the "Per Share Amount"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. We are (or our nominee is) the holder of record of Shares held for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.

        We request instructions as to whether you wish to have us tender on your behalf any or all Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.

        Your attention is directed to the following:

        1.     The tender price is $10.60 per Share, net to you in cash.

        2.     The Offer is being made for all outstanding Shares.

        3.     The Board of Directors of the Company has unanimously determined that the Merger Agreement (as defined in the Offer to Purchase) and the transactions contemplated thereby, including each of the Offer and the Merger (as defined in the Offer to Purchase), are advisable, and in the best interests of, the Company and the holders of Shares, has approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including each of the Offer and Merger, and has recommended that holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

        4.     THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

        5.     The Offer is conditioned upon, among other things, (i) there having been validly tendered and not withdrawn prior to the expiration of the offer at least that number of Shares that

constitutes a majority of the voting power (determined on a fully diluted basis but excluding the Company Warrants (as defined in the Offer to Purchase)) of all securities of the Company entitled to vote in the election of directors or in a merger, (ii) since December 31, 2003, there having been no event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, had or would reasonably be expected to have a Company Material Adverse Affect (as defined in the Offer to Purchase), (iii) any applicable waiting periods under the Competition Act (Canada) ("Competition Act") having expired, an advance ruling certificate pursuant to section 102 of the competition act having been issued by the commissioner of competition appointed under the competition act (the "Commissioner") or a "no action" letter having been issued by the Commissioner indicating that the Commissioner will not make an application for an order under Section 92 of the Competition Act, and (iv) the Investment Review Division of Industry Canada shall have confirmed that the investment by Parent in the Company's Canadian business is not reviewable under the Investment Canada Act or the investment has been approved by the Investment Review Division of Industry Canada. The offer is also subject to certain other conditions described in the Offer to Purchase. See"Section 1—Terms of the Offer; Expiration Date" and "Section 14—Conditions of the Offer" of the Offer to Purchase, which set forth in full the conditions to the Offer.

        6.     Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer.

        If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form contained in this letter. An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.

        The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal and is being made to holders of Shares. Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good faith effort to comply with such state statute. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES
OF
THE WISER OIL COMPANY

        The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 28, 2004, and the related Letter of Transmittal (which, together with the Offer to Purchaser and any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by TWOCO Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation, to purchase all the shares of common stock, par value $0.01 per share ("Shares"), of The Wiser Oil Company, a Delaware corporation, that are issued and outstanding at a purchase price of $10.60 per Share, net to the seller in cash, subject to the terms and conditions set forth in the Offer to Purchase and in the related Letter of Transmittal.

        This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Dated:                              , 2004

Number of Shares to be Tendered:                     Shares(1)	SIGN HERE
	(SIGNATURE(S))
	PLEASE TYPE OR PRINT NAME(S)
	PLEASE TYPE OR PRINT ADDRESS
	AREA CODE AND TELEPHONE NUMBER
	TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER

(1)

Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

3

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Exhibit 99(a)(1)(E)

EX-99.(A)(1)(F)

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Exhibit 99(a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (you) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:		Give the SOCIAL SECURITY number of—	For this type of account:		Give the EMPLOYER IDENTIFICATION number of—
1.	Individual	The Individual	6.	A valid trust, estate, or pension trust	The legal entity(4)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	Corporate account or LLC electing corporate status on Form 8832	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.	Association, club, religious, charitable, educational, or ther tax-exempt organization	The organization
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Partnership account or multi-member LLC that has not elected corporate status	The partnership
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship account or single member LLC that has not elected corporate status	The owner(3)	11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

1.

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

2.

Circle the minor's name and furnish the minor's social security number.

3.

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number of your employer identification number (if you have one).

4.

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card for individuals, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number. U.S. resident aliens who cannot obtain a Social Security Number must apply for an ITIN (Individual Taxpayer Identification Number) on Form W-7.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing.

•

An international organization or any agency or instrumentality thereof.

•

A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.

•

A financial institution.

•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•

A real estate investment trust.

•

A common trust fund operated by a bank under Section 584(a).

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A middleman known in the investment community as a nominee or custodian.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A foreign central bank of issue.

•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.

•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•

Payments of patronage dividends not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•

Payments described in Section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under Section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file form W-9 or a substitute form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Privacy Act Notice—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL
REVENUE SERVICE

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.(A)(5)(A)

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Exhibit (a)(5)(A)

        This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made solely by the Offer to Purchase (as defined below) dated May 28, 2004 and the related Letter of Transmittal, and is being made to holders of Shares. Purchaser (as defined below) is not aware of any jurisdiction where the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which the making of the Offer or the tender of Shares in connection therewith would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock of
The Wiser Oil Company at $10.60 Net Per Share by
TWOCO Acquisition Corp., A Wholly Owned
Subsidiary of Forest Oil Corporation

        TWOCO Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Forest Oil Corporation, a New York corporation ("Parent"), is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of The Wiser Oil Company, a Delaware corporation (the "Company"), at a purchase price of $10.60 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 28, 2004 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer"). Following the Offer, Purchaser intends to effect the merger described below.

        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 25, 2004, UNLESS THE OFFER IS EXTENDED.

        The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 21, 2004 (the "Merger Agreement"), by and among the Company, Parent and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after the purchase of Shares pursuant to the Offer and the satisfaction or waiver of certain other conditions set forth in the Merger Agreement and in accordance with relevant provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Purchaser will be merged with and into the Company (the "Merger"). As a result of the Merger, the Company will continue as the surviving corporation and will become a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company or Shares owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or any wholly owned subsidiary of the Company, and other than Shares held by stockholders who are entitled to and have properly exercised appraisal rights under Delaware Law) shall be canceled and converted automatically into the right to receive $10.60 in cash, or any higher price that may be paid per Share in the Offer, without interest. Stockholders who have properly demanded appraisal rights in accordance with Section 262 of Delaware Law will be entitled to receive, in connection with the Merger, cash for the fair value of their Shares as determined pursuant to the procedures prescribed by Delaware Law. See Section 11 of the Offer to Purchase. The Merger Agreement is more fully described in Section 10 of the Offer to Purchase.

        As an inducement to Parent and Purchaser to enter into the Merger Agreement, Wiser Investors, L.P. ("WILP"), Wiser Investment Company, LLC ("WIC") and Dimeling, Schreiber & Park

Reorganization Fund II, L.P. ("DSP") (each of WILP, WIC and DSP are referred to herein individually as a "Supporting Stockholder" and collectively as the "Supporting Stockholders") who together own 6,399,201 Shares (or approximately 41.4% of the issued and outstanding Shares as of May 20, 2004), each entered into a Stockholder Agreement with Parent and Purchaser dated May 21, 2004 (each, a "Stockholder Agreement"). Pursuant to the Stockholder Agreements, the Supporting Stockholders have agreed, among other things and subject to certain conditions, (i) to tender the Shares owned by such Supporting Stockholders in the Offer, (ii) to not withdraw any Shares tendered in the Offer, and (iii) to vote the Shares owned by such Supporting Stockholders in favor of the Merger Agreement and the approval of the Merger. In addition, the Supporting Stockholders have agreed that in the event the Merger Agreement is terminated because of certain specified reasons and within nine months of such termination a Supporting Stockholder sells any of its securities of the Company, such Supporting Stockholder must pay to Parent some or all of the value of any consideration received in connection with such sale above the initial Offer Price of $10.60. The Stockholder Agreements are more fully described in Section 10 of the Offer to Purchase.

        The Board of Directors of the Company has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the Merger, are advisable to, and in the best interests of, the Company and the holders of Shares, has approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the Merger, and has recommended that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

        The Offer is conditioned upon, among other things, (i) there having been validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that constitutes a majority of the voting power (determined on a fully diluted basis but excluding the Company Warrants (as defined in the Offer to Purchase)) of all securities of the Company entitled to vote in the election of directors or in a merger, (ii) since December 31, 2003, there having been no event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, had or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Offer to Purchase), (iii) any applicable waiting period under the Competition Act (Canada) (the "Competition Act") having expired, an advance ruling certificate pursuant to Section 102 of the Competition Act having been issued by the Commissioner of Competition appointed under the Competition Act (the "Commissioner") or a "no action" letter having been issued by the Commissioner indicating that the Commissioner will not make an application for an order under Section 92 of the Competition Act, and (iv) the Investment Review Division of Industry Canada shall have confirmed that the investment by Parent in the Company's Canadian business is not reviewable under the Investment Canada Act or the investment has been approved by the Investment Review Division of Industry Canada. The Offer is also subject to certain other conditions described in the Offer to Purchase. See Section 1 and Section 14 of the Offer to Purchase.

        For purposes of the Offer (including during any Subsequent Period (as defined below)), Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to Mellon Investor Services LLC (the "Depositary") of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will Purchaser pay interest on the purchase price for Shares, regardless of any delay in making such payment. In all cases (including during any Subsequent Period), Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates")

2

or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 2 of the Offer to Purchase) and (iii) any other documents required under the Letter of Transmittal.

        Subject to the applicable rules of the Securities and Exchange Commission (the "SEC") and the terms and conditions of the Offer, Purchaser expressly reserves the right (i) to delay payment for Shares in order to comply in whole or in part with applicable laws (any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer), (ii) to extend or terminate the Offer and not to accept for payment or pay for any Shares not theretofore accepted for payment or paid for, upon the occurrence of any of the conditions to the Offer specified on Annex A to the Merger Agreement and described in Section 14 of the Offer to Purchase or as otherwise specified in Section 1 of the Offer to Purchase, and (iii) to amend the Offer or to waive any conditions to the Offer in any respect consistent with the Merger Agreement, in each case by giving oral or written notice of such delay, termination, waiver or amendment to the Depositary and by making public announcement thereof. An announcement in the case of an extension is to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Offer (in accordance with Rule 14e-1(d) under the Exchange Act).

        Purchaser may provide for one or more subsequent offering periods in connection with the Offer. If Purchaser does provide for any such subsequent offering period, subject to the applicable rules and regulations of the SEC, Purchaser may elect to extend its Offer beyond the scheduled expiration date for one or more subsequent offering periods of three business days up to an additional 20 business days (the "Subsequent Period"), if, among other things, upon the expiration of the Offer (i) all of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares are satisfied or waived and (ii) Purchaser immediately accepts for payment, and promptly pays for, all Shares validly tendered (and not withdrawn) prior to the expiration of the Offer. Shares tendered during a Subsequent Period may not be withdrawn. See Section 4 of the Offer to Purchase. Purchaser will immediately accept for payment, and promptly pay for, all validly tendered Shares as they are received during any Subsequent Period. Any election by Purchaser to include a Subsequent Period may be effected by Purchaser giving oral or written notice of the Subsequent Period to the Depositary. If Purchaser decides to include a Subsequent Period, it will make an announcement to that effect by issuing a news release to a national newswire service on the next business day after the previously scheduled expiration date of the Offer.

        Any tender of Shares made pursuant to the Offer is irrevocable except that such Shares may be withdrawn at any time prior to the expiration of the Offer, and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 26, 2004. For a withdrawal of Shares previously tendered in the Offer to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless such Shares have been tendered for the account of an

3

Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL WILL BE DETERMINED BY PURCHASER, IN ITS SOLE DISCRETION, WHOSE DETERMINATION WILL BE FINAL AND BINDING. NONE OF PURCHASER, PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSIGNS, THE DEPOSITARY, THE COMPANY OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.

        The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

        The Company has provided Purchaser with the Company's stockholder list and security position listings, including the most recent list of names, addresses and security positions of non-objecting beneficial owners in the possession of the Company, for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed by Purchaser to record holders of Shares whose names appear on the Company's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing. The Schedule 14D-9 of the Company will also be included in the package of materials.

        The Offer to Purchase and the related Letter of Transmittal contain important information which should be read before any decision is made with respect to the Offer. Questions and requests for assistance or for additional copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to Georgeson Shareholder Communications Inc., as Information Agent, at the address and telephone numbers set forth below, and copies will be furnished promptly at Purchaser's expense. No fees or commissions will be paid to brokers, dealers or other persons for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

17 State Street—10 Floor
New York, NY 10004
Banks and Brokers Call 212.440.9800
All others call Toll-Free 1.800.733.8405

May 28, 2004

4

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EX-99.(D)(1)

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Exhibit 99(d)(1)

AGREEMENT AND PLAN OF MERGER
AMONG
FOREST OIL CORPORATION,
TWOCO ACQUISITION CORP.
AND
THE WISER OIL COMPANY
May 21, 2004

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Rules of Construction	1
ARTICLE II THE OFFER		2
Section 2.01	The Offer	2
Section 2.02	Company Actions	3
Section 2.03	Board Representation	4
ARTICLE III MERGER; CONVERSION OF SECURITIES		6
Section 3.01	The Merger	6
Section 3.02	Certificate of Incorporation	6
Section 3.03	Bylaws	6
Section 3.04	Directors and Officers	6
Section 3.05	Additional Actions	7
Section 3.06	Conversion of Shares	7
Section 3.07	Surrender and Payment	7
Section 3.08	Company Stock Options and Company Warrants	9
Section 3.09	Dissenting Shares	10
Section 3.10	Adjustments	10
Section 3.11	Withholding Rights	11
Section 3.12	Lost Certificates	11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
Section 4.01	Organization and Qualification; Subsidiaries	11
Section 4.02	Certificate of Incorporation and Bylaws	11
Section 4.03	Capitalization	12
Section 4.04	Authorization of Agreement; Board Recommendation; Required Vote	13
Section 4.05	Approvals	13
Section 4.06	No Violation	14
Section 4.07	Reports	14
Section 4.08	No Material Adverse Effect; Conduct	16
Section 4.09	Certain Business Practices	16

i

Section 4.10	Certain Obligations	16
Section 4.11	Authorizations; Compliance	16
Section 4.12	Litigation	17
Section 4.13	Employee Benefit Plans	17
Section 4.14	Taxes	19
Section 4.15	Environmental Matters	21
Section 4.16	Insurance	21
Section 4.17	Intellectual Property	21
Section 4.18	Properties	22
Section 4.19	Reserve Report	22
Section 4.20	Prepayments; Hedging; Calls	23
Section 4.21	Anti-Takeover Plan; State Takeover Statutes	23
Section 4.22	Brokers	23
Section 4.23	Opinion of Financial Advisor	23
Section 4.24	Proxy Statement; Offer Documents; Schedule TO; Schedule 14D-9	24
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT COMPANIES		24
Section 5.01	Organization	24
Section 5.02	Authorization of Agreement	25
Section 5.03	Approvals	25
Section 5.04	No Violation	25
Section 5.05	Financing	26
Section 5.06	Disclosure Documents	26
Section 5.07	Ownership	26
ARTICLE VI COVENANTS		27
Section 6.01	Affirmative Covenants	27
Section 6.02	Negative Covenants	27
Section 6.03	No Solicitation	30
Section 6.04	Notices of Certain Events; Consultation	32
Section 6.05	Merger Subsidiary	32
Section 6.06	Director and Officer Liability	33
Section 6.07	Access and Information	33
Section 6.08	Meeting of the Company's Stockholders	33
Section 6.09	Proxy Statement	34

ii

Section 6.10	Commercially Reasonable Efforts	34
Section 6.11	Public Announcements	34
Section 6.12	Stock Exchange De-listing	35
Section 6.13	Defense of Litigation	35
Section 6.14	State Takeover Statutes	35
Section 6.15	Filings; Other Actions	35
Section 6.16	Employee Benefit Plans	35
Section 6.17	Amendment of Stock Options	36
ARTICLE VII CONDITIONS TO THE MERGER		36
Section 7.01	Conditions to the Obligations of Each Party	36
Section 7.02	Conditions to the Obligations of Parent and Merger Subsidiary	36
ARTICLE VIII TERMINATION		37
Section 8.01	Termination	37
Section 8.02	Effect of Termination	39
ARTICLE IX MISCELLANEOUS		39
Section 9.01	Notices	39
Section 9.02	Survival of Representations and Warranties and Agreements	40
Section 9.03	Amendments; No Waivers	40
Section 9.04	Fees and Expenses	40
Section 9.05	Successors and Assigns	41
Section 9.06	Governing Law	41
Section 9.07	Jurisdiction	41
Section 9.08	Counterparts; Effectiveness	42
Section 9.09	Entire Agreement	42
Section 9.10	Headings	42
Section 9.11	Severability	42
Section 9.12	WAIVER OF JURY TRIAL	42
Section 9.13	Specific Performance	42
Section 9.14	Limitations on Warranties	42

iii

ANNEXES
Annex A	Conditions to the Offer	1
EXHIBITS
Exhibit A	Schedule of Defined Terms	1
Exhibit B	Forms of Stockholder Agreements

iv

AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER, dated as of May 21, 2004 (this "Agreement"), is by and among Forest Oil Corporation, a New York corporation (the "Parent"), TWOCO Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary of the Parent ("Merger Subsidiary"), and The Wiser Oil Company, a Delaware corporation (the "Company"). The Parent and Merger Subsidiary are sometimes referred to herein as the "Parent Companies."

RECITALS:

        WHEREAS, the respective Boards of Directors of Parent, Merger Subsidiary and the Company have each approved the acquisition of the Company by Parent on the terms and subject to the conditions set forth in this Agreement.

        WHEREAS, Parent proposes to cause Merger Subsidiary to make a tender offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company ("Shares"), at a price of $10.60 per Share, subject to adjustment pursuant to Section 2.01(e) (the "Offer Price") net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in this Agreement (such tender offer, as it may be amended and supplemented from time to time as permitted under this Agreement, the "Offer").

        WHEREAS, after acquiring the Shares pursuant to the Offer, Merger Subsidiary will merge with and into the Company (the "Merger"), whereby each issued and outstanding Share not owned directly or indirectly by Parent or the Company, except as otherwise provided herein, will be converted into the right to receive the Offer Price.

        WHEREAS, the Board of Directors of the Company has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, and in the best interests of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) subject to the terms and conditions contained herein, agreed to recommend that the stockholders of the Company accept the Offer, tender their Shares and, if required by applicable Law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger.

        WHEREAS, as an inducement to the Parent entering into this Agreement, certain Persons in their capacities as stockholders of the Company are concurrently with the execution and delivery of this Agreement entering into agreements in substantially the forms attached hereto as Exhibit B (the "Stockholder Agreements").

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

        Section 1.01    Definitions.    

        Certain capitalized and other terms used in this Agreement are defined in Exhibit A hereto and are used herein with the meanings ascribed to them therein.

        Section 1.02    Rules of Construction.    

        Unless the context otherwise requires, as used in this Agreement: (a) an accounting term not otherwise defined has the meaning ascribed to it in accordance with GAAP; (b) "or" is not exclusive; (c) "including" means "including, without limitation;" (d) words in the plural include the singular; (e) the terms "hereof," "herein," "hereby," "hereto" and derivative or similar words refer to this entire Agreement and (f) the terms "Article" or "Section" refer to the specified Article or Section of this Agreement.

ARTICLE II
THE OFFER

        Section 2.01    The Offer.    

        (a)   Subject to the provisions of this Agreement, as promptly as practicable, and in any event no more than seven Business Days, after the date of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement; provided that Parent and Merger Subsidiary may waive any of the conditions to the Offer (other than the Minimum Condition, which may not be waived without the prior written consent of the Company) and may make changes in the terms and conditions of the Offer except that, without the prior written consent of the Company, no change may be made to the form of consideration to be paid, no decrease in the Offer Price or the number of Shares sought in the Offer may be made, no change which imposes additional conditions to the Offer or modifies any of the conditions set forth in Annex A in any manner adverse to the holders of the Shares may be made and neither Parent nor Merger Subsidiary may extend the Offer, except in accordance with Section 2.01(c).

        (b)   On the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the "Schedule TO"), which shall comply in all material respects with the provisions of applicable federal securities Laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the "Offer Documents"). The Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities Laws. In conducting the Offer, the Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange Act and any other applicable Laws necessary to be complied with in connection with the Offer. The Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.01. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Merger Subsidiary agree to provide the Company, and to consult with the Company and its counsel regarding, any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly after receipt thereof and any responses thereto. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by Law.

        (c)   The initial scheduled expiration date of the Offer shall be 20 Business Days after the date of its commencement. Notwithstanding the foregoing, Parent and Merger Subsidiary shall have the right to extend the Offer (i) from time to time if, at any scheduled or extended expiration date of the Offer, any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived; provided that if any of the conditions to the Offer are not satisfied or waived on any scheduled or extended expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied prior to ten Business Days following the initial scheduled expiration date of the Offer; provided further that if

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the conditions set forth in clauses (x) or (y) of the first sentence of Annex A hereto are not satisfied or waived or the condition set forth in clause (z) of Annex A hereto is not satisfied or waived as a result of the occurrence of any of the events described in subparagraph (b) thereon on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer at the written request of the Company if such conditions or condition could reasonably be expected to be satisfied on or before July 31, 2004, (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable Law, (iii) on one or more occasions (all such occasions aggregating not more than 20 Business Days) beyond the latest expiration that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer, together with Shares then owned by Parent, represents more than 50% but less than 90% of the outstanding Shares on a fully diluted basis; provided, however, that Parent's decision to extend the Offer in the case of this clause (iii) shall constitute a waiver of the conditions set forth in clauses (c) and (e) (excluding any wilful or intentional breach of any material obligation of the Company) on Annex A and of its right to terminate the Agreement under Sections 8.01(b), (d) (unless there has been a wilful or intentional breach of any material obligation by the Company), (i) or (j), (iv) on up to two occasions (for a period not to exceed ten Business Days on each occasion) if an Adverse Market Change shall have occurred and be continuing on the initial or any extended expiration date of the Offer, and (v) for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate (collectively, the "Subsequent Period") pursuant to Rule 14d-11 of the Exchange Act.

        (d)   Subject to the terms and conditions of the Offer and this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as possible after the expiration thereof; provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any Subsequent Period. Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer.

        (e)   The Offer Price may be increased by the Parent without the consent of the Company, in which case the Offer shall be extended, without the consent of the Company, as required by applicable Law.

        Section 2.02    Company Actions.    

        (a)   The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, and in the best interests of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares and, if required by applicable Law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.03, (iv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to elect, to the extent permitted by Law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of anti-takeover Laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Agreements, (vi) taken all necessary steps to render Section 203 of the DGCL inapplicable to the Merger, Parent, Merger Subsidiary, the acquisition of Shares pursuant to the Offer and the transactions contemplated by the Stockholder Agreements and (vii) consented to the transactions contemplated by the Stockholder Agreements

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and this Agreement under that certain Stockholders Agreement, dated May 26, 2000, among the Company and certain of its stockholders. The Company further represents that the Company's financial advisor, Petrie Parkman, has delivered to the Board of Directors of the Company an opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent and Merger Subsidiary) in the Offer and the Merger is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company's rights to withdraw, modify or amend its recommendation in accordance with the provisions of Section 6.03 and represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of Petrie Parkman in the Schedule 14D-9 and the Proxy Statement so long as such inclusion is in form and substance reasonably satisfactory to Petrie Parkman and its counsel. The Company hereby represents and warrants that it has been advised that each of its directors and executive officers intends to tender pursuant to the Offer any and all Shares they own beneficially or of record.

        (b)   The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the "Schedule 14D-9") that shall reflect, subject to the provisions of Section 6.03, the recommendation of the Company's Board of Directors referred to above, and shall disseminate the Schedule 14D-9 to stockholders of the Company as required by Rule 14D-9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Parent and Merger Subsidiary in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel (who shall provide any comments thereon as soon as practicable). The Company agrees to provide Parent copies of, and to consult with Parent and its counsel regarding any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 promptly after receipt thereof and any responses thereto. Each of the Company, the Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall become false or misleading in any material respect, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the stockholders of the Company as and to the extent required by applicable Law.

        (c)   In connection with the Offer, the Company shall promptly furnish Parent with (or cause Parent to be furnished with) mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

        Section 2.03    Board Representation.    

        (a)   Subject to applicable Law and to the extent permitted by the NYSE, promptly upon the acceptance for payment of any Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of

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Directors of the Company as will give Merger Subsidiary representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to the number of Shares outstanding. The Company shall take all actions necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the NYSE listing requirements). Unless waived in writing by Parent, the Company shall, prior to the expiration of the Offer, deliver to Parent such resignations of directors conditioned upon acceptance of Shares for payment and evidence of the valid election of Parent's designees to the Company's Board of Directors conditioned upon acceptance of Shares for payment so as to effect the provisions of this Section 2.03(a). Subject to applicable Law, the Company shall cause individuals designated by Parent to constitute the same percentage as is on the entire Board of Directors of the Company (after giving effect to this Section 2.03(a)) to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act. At the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfil its obligations under this Section 2.03(a) and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act.

        (b)   Notwithstanding the provisions of Section 2.03(a), following the election or appointment of Parent's designees pursuant to Section 2.03(a) and until the Effective Time, the Company shall use its commercially reasonable efforts to cause its Board of Directors to have at least two directors who are directors on the date hereof and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries (the "Independent Directors"); provided that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement; provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within ten Business Days, and further provided that if no such Independent Director is appointed in such time period, Parent shall designate such Independent Director(s), provided further that if no Independent Director then remains, the other directors shall designate two Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. In all cases, the selection of any Independent Directors who are not directors on the date hereof shall be subject to the approval of Parent, not to be unreasonably withheld or delayed.

        (c)   Following the election or appointment of Parent's designees pursuant to Section 2.03(a) and until the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger

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Subsidiary and any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, any action to seek to enforce any obligations of Parent or Merger Subsidiary under this Agreement or any other action by the Company's Board of Directors under or in connection with this Agreement. The Independent Directors shall have full power solely with respect to the matters set forth in the previous sentence to be approved by the Independent Directors and in connection herewith the Independent Directors shall be authorized, on behalf of and at the expense of the Company, to retain one law firm and other advisors.

ARTICLE III
MERGER; CONVERSION OF SECURITIES

        Section 3.01    The Merger.    

        (a)   Upon the terms and subject to the conditions hereof, and in accordance with the provisions of the DGCL, Merger Subsidiary shall be merged with and into the Company at the Effective Time. Following the Merger, the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall continue its corporate existence under the Laws of the State of Delaware, and the separate corporate existence of Merger Subsidiary shall cease.

        (b)   Subject to the provisions of this Agreement, as soon as practicable following the satisfaction or waiver (by the parties) of the conditions set forth in Article VII, the parties to this Agreement shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of merger or other appropriate document (the "Certificate of Merger") in such form as is required by and executed in accordance with the DGCL. The Merger shall become effective when the Certificate of Merger has been filed with the Delaware Secretary of State or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the "Effective Time").

        (c)   Notwithstanding anything herein to the contrary, in the event that Merger Subsidiary shall acquire at least 90% of the outstanding Shares, following the satisfaction or waiver (by the parties) of the conditions set forth in Article VII Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of Shares, in accordance with Section 253 of the DGCL as promptly as practicable.

        (d)   The Merger shall have the effects specified under the DGCL. As of the Effective Time, the Company shall be a direct wholly owned subsidiary of Parent.

        Section 3.02    Certificate of Incorporation.    

        The Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be, from and after the Effective Time, the Certificate of Incorporation of the Surviving Corporation (the "Surviving Charter"), until amended as provided in the Surviving Charter or by applicable Law.

        Section 3.03    Bylaws.    

        The Company shall take all requisite action so that the Bylaws of Merger Subsidiary in effect immediately prior to the Effective Time shall be, from and after the Effective Time, the Bylaws of the Surviving Corporation (the "Surviving Bylaws"), until amended in accordance with the Surviving Charter, the Surviving Bylaws or by applicable Law.

        Section 3.04    Directors and Officers.    

        (a)   The Company shall take all requisite action so that the directors of Merger Subsidiary immediately prior to the Effective Time shall be, from and after the Effective Time, the directors

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of the Surviving Corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and the DGCL.

        (b)   The officers of the Company immediately prior to the Effective Time shall be, from and after the Effective Time, the officers of the Surviving Corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter, the Surviving Bylaws and the DGCL.

        Section 3.05    Additional Actions.    

        If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in Law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Company or (b) otherwise carry out the provisions of this Agreement, the Company and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company or otherwise to take any and all such action.

        Section 3.06    Conversion of Shares.    

        At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any of the following securities:

        (a)   each Share held immediately prior to the Effective Time by the Company or any wholly-owned Subsidiary of the Company and each issued and outstanding Share owned by Parent, Merger Subsidiary or any other Subsidiary of Parent shall be cancelled automatically and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto;

        (b)   each issued and outstanding Share other than (i) Shares referred to in Section 3.06(a) and (ii) Dissenting Shares, shall be converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the "Merger Consideration"). At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest; and

        (c)   each share of capital stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into 17,000 fully paid and nonassessable shares of common stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

        Section 3.07    Surrender and Payment.    

        (a)   Prior to the Effective Time, Parent shall appoint a bank or trust company to act as disbursing agent (the "Disbursing Agent") for the payment of Merger Consideration upon surrender of certificates representing the Shares. Parent will enter into a disbursing agent agreement with the Disbursing Agent, and at such times, and from time to time, as the Disbursing Agent requires funds to make the payments pursuant to Section 3.06(b), Parent shall deposit or cause to be deposited with the Disbursing Agent cash in an aggregate amount necessary to make the payments pursuant to Section 3.06(b) to holders of Shares (such amounts being hereinafter referred to as the

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"Exchange Fund"). The Disbursing Agent shall invest the Exchange Fund as directed by Parent; provided that such investments shall be (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Moody's Investors Services, Inc. or Standard & Poor's Corporation; provided further that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.06(b). Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 3.06(b) shall be promptly paid to Parent.

        (b)   Merger Subsidiary shall instruct the Disbursing Agent to mail promptly after the Effective Time, but in no event later than the fifth Business Day thereafter, to each person who was a record holder as of the Effective Time of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), and whose Shares were converted into the right to receive Merger Consideration pursuant to Section 3.06(b), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Disbursing Agent) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate to the Disbursing Agent for cancellation, together with such letter of transmittal duly executed and such other documents as may be reasonably required by the Disbursing Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of that Certificate, less any required withholding of Taxes, and such Certificate shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates.

        (c)   If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.

        (d)   Until surrendered in accordance with the provisions of this Section 3.07, each Certificate (other than Certificates representing Shares owned by Parent, Merger Subsidiary or any other subsidiary of Parent, Shares held by the Company and Dissenting Shares) shall represent for all purposes, from and after the Effective Time, only the right to receive the applicable Merger Consideration.

        (e)   At and after the Effective Time, there shall be no registration of transfers of Shares which were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided in this Agreement or by applicable Law. The Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, such Certificates shall represent the right to receive the Merger Consideration as provided in this Article III. At the close of business on the day of the Effective Time the stock ledger of the Company shall be closed.

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        (f)    Any portion of the Merger Consideration made available to the Disbursing Agent to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand. At any time more than twelve months after the Effective Time, the Disbursing Agent shall upon demand of Parent deliver to it any funds which had been made available to the Disbursing Agent and not disbursed in exchange for Certificates (including all interest and other income received by the Disbursing Agent in respect of all such funds). Thereafter, holders of Certificates shall look only to the Surviving Corporation (subject to the terms of this Agreement, abandoned property, escheat and other similar Laws) as general creditors thereof with respect to any Merger Consideration that may be payable, without interest, upon due surrender of the Certificates held by them. Any amounts remaining unclaimed immediately prior to such time when such amounts would otherwise escheat or become the property of any governmental unit or agency, shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Merger Subsidiary, the Company, the Surviving Corporation or the Disbursing Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate of Shares to a public official pursuant to any abandoned property, escheat or other similar Law.

        Section 3.08    Company Stock Options and Company Warrants.

        (a)   The Company represents and warrants that each option to acquire Shares granted under any Company Stock Plan or any other agreement (each, a "Company Stock Option") automatically becomes fully vested and exercisable upon consummation of the Offer (the "Trigger Event") pursuant to the terms of the Company Stock Plans without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option. At the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be converted into the right to receive an amount in cash, without interest, equal to (a) the Option Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company shall make the payments in respect of the Company Stock Options as promptly as practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company's payment obligation under this Section 3.08(a) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Stock Option shall be cancelled and all Company Stock Plans shall be terminated. The Company shall not grant any additional stock options or other stock-based compensation under the Company Stock Plans or otherwise from and after the date hereof.

        (b)   Prior to the Effective Time, the Board of Directors of the Company, or an appropriate committee of non-employee directors of Parent, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company

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who is a covered person of the Company (if any) for purposes of Section 16 under the Exchange Act ("Section 16") of Shares or Company Stock Options pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.

        (c)   At the Effective Time, each Company Warrant outstanding immediately prior to the Effective Time, without any action on the part of the Company, Parent, Merger Subsidiary or the holder of any such Company Warrant, shall be converted into the right to receive an amount in cash, without interest, equal to (a) the Warrant Consideration multiplied by (b) the aggregate number of Shares into which the applicable Company Warrant was exercisable immediately prior to the Effective Time. Any payment made pursuant to this Section 3.08(c) to the holder of any Company Warrant shall be reduced by any income Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws or (iii) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Warrant for all purposes under this Agreement. The Company shall make the payments in respect of the Company Warrants as promptly as practicable following the cancellation of such Company Warrants as contemplated by this Section 3.08(c) by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant warrant holder and the surrender of such Company Warrant duly endorsed to the Company. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company's payment obligation under this Section 3.08(c) as such amounts are paid (such amount to be set forth in such written notice). The Company shall take all requisite action so that, immediately following such payment, each Company Warrant shall be cancelled and all related agreements shall be terminated. The Company shall not grant any additional warrants, options or similar rights from and after the date hereof.

        Section 3.09    Dissenting Shares.

        (a)   Notwithstanding anything in this Agreement to the contrary, Shares that are held by any record holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal rights in accordance with Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to the DGCL; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his rights to appraisal of such Dissenting Shares, in each case under the DGCL, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 3.09, if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

        (b)   The Company shall give Parent (i) prompt written notice of any demands for appraisal, any withdrawals of such demands received by the Company and any other related instruments served pursuant to the DGCL and received by the Company, and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or negotiate, offer to settle or settle any such demands.

        Section 3.10    Adjustments.

        If during the period between the date of this Agreement and the Effective Time, any change in the outstanding Shares shall occur, including by reason of any reclassification, recapitalization, stock

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dividend, stock split or combination, exchange or readjustment of Shares, or any stock dividend thereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement, as the case may be, shall be appropriately adjusted.

        Section 3.11    Withholding Rights.

        Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Article such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

        Section 3.12    Lost Certificates.

        If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Disbursing Agent will pay, in exchange for such affidavit claiming such Certificate is lost, stolen or destroyed, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company hereby represents and warrants to the Parent Companies that:

        Section 4.01    Organization and Qualification; Subsidiaries.

        The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, and the Company and each Subsidiary of the Company has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its businesses as they are now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than any exceptions that would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.01 of the Company's Disclosure Letter sets forth, as of the date hereof, a true and complete list of all the Company's directly or indirectly owned Subsidiaries, together with (A) the nature of legal organization of such Subsidiary, (B) the jurisdiction of incorporation or organization of such Subsidiary and (C) the percentage of such Subsidiary's Equity Securities owned by the Company or another of its Subsidiaries.

        Section 4.02    Certificate of Incorporation and Bylaws.

        The Company has heretofore provided or made available to the Parent complete and correct copies of its Certificate of Incorporation and Bylaws and the governing documents of each of its Subsidiaries (other than inactive, non-operating limited liability entities with no significant assets or liabilities identified in Section 4.01 of the Company's Disclosure Letter), in each case as amended or restated to the date hereof. The Company is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.

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        Section 4.03    Capitalization.

        (a)   The authorized capital stock of the Company consists of (i) 30,000,000 Shares, of which as of May 20, 2004, (A) 15,471,007 shares were issued and outstanding and (B) 176,204 shares were issued and held in the treasury of the Company and (ii) 1,300,000 shares of Company Preferred Stock, of which on the date hereof none are issued and outstanding. Since May 20, 2004, no Equity Securities of the Company have been issued by the Company, except Shares issued upon exercise of outstanding Company Stock Options.

        (b)   As of May 20, 2004, there were (i) outstanding Company Stock Options permitting the holders thereof to purchase 540,750 Shares and (ii) 666,150 Shares reserved in respect of the Company Stock Plans. No Company Stock Options have been granted on or after May 20, 2004. Except as set forth in Section 4.03(b) of the Company's Disclosure Letter, each of the outstanding Equity Securities of the Company is, and each such Equity Security issuable upon the exercise of Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable, and has not been, or will not be, issued in violation of (nor are any of the authorized Equity Securities of the Company subject to) any pre-emptive or similar rights. Except as set forth in Section 4.03(a) above or in Section 4.03(b) of the Company's Disclosure Letter, no Equity Securities of the Company are reserved for issuance. Except as set forth in Section 4.03(b) of the Company's Disclosure Letter, there are no (i) outstanding securities, options or warrants, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party relating to the Equity Securities of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue, deliver or sell, or cause to be granted, issued, delivered or sold, any Equity Securities of the Company or any of its Subsidiaries or (ii) stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries or any obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Equity Securities of the Company or any of its Subsidiaries. Except as set forth in Section 4.03(b) of the Company's Disclosure Letter, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of the Company or any of its Subsidiaries. Except as described in Section 4.03(b) of the Company's Disclosure Letter, none of the Company nor any of its Subsidiaries directly or indirectly owns, has agreed to purchase or otherwise acquire or holds any interest convertible into or exchangeable or exercisable for, any Equity Securities of any Person (other than the Subsidiaries of the Company).

        (c)   Except as set forth in Section 4.03(c) of the Company's Disclosure Letter, all the issued and outstanding shares of Equity Securities of each Subsidiary of the Company (other than any inactive, non-operating limited liability entity with no significant assets or liabilities identified in Section 4.01 of the Company's Disclosure Letter), (i) have been duly authorized and are validly issued, and, with respect to capital stock, are fully paid and nonassessable, and were not issued in violation of any pre-emptive or similar rights and (ii) are owned by the Company or one of its Subsidiaries free and clear of all Liens.

        (d)   Except as set forth in Section 4.03(d) of the Company's Disclosure Letter, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the voting of any Equity Securities of the Company or any of its Subsidiaries.

        (e)   Except for Company Stock Options and the Company Warrants, neither the Company nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations the holder of which has the right to vote or which are convertible into, or exchangeable for, securities having the right to vote with the stockholders of the Company on any matter.

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        Section 4.04    Authorization of Agreement; Board Recommendation; Required Vote.

        (a)   The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to any required approval of this Agreement and the Merger by the Required Company Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement and the Merger by the Required Company Vote if required). This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery hereof by the other parties hereto) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency or other Laws affecting creditor's rights generally or by legal principles of general applicability governing the availability of equitable remedies.

        (b)   The Board of Directors of the Company, at a meeting duly called and held on May 21, 2004, has by unanimous approval of all directors determined that this Agreement, the Offer and the Merger are advisable and in the best interest of the Company's stockholders and resolved to recommend that the holders of Shares accept the Offer, tender their Shares and, if required by applicable Law, approve this Agreement and the Merger. If required by applicable Law, the affirmative vote of the holders of at least a majority of the issued and outstanding Shares to approve this Agreement and the Merger (the "Required Company Vote") is the only vote of holders of Shares or other securities (equity or otherwise) of the Company necessary to consummate the Merger.

        Section 4.05    Approvals.

        The execution and delivery of this Agreement does not, and consummation of the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any Authorization or other approval of or from, or to make any filing with or notification to, any Governmental Authority or third Person, except (a) for the applicable requirements, if any, of the Exchange Act, the Competition Act, the Investment Canada Act, state securities or "blue sky" Laws, and the filing and recordation of the Certificate of Merger as required by the DGCL, (b) as set forth in Section 4.05 of the Company's Disclosure Letter, (c) if required by applicable Law approval of this Agreement and the Merger by the Required Company Vote, and (d) consents, authorizations, permits, actions by, filings or notifications that are customarily obtained or made following the transfer of interests in oil and gas properties and (v) such other consents, approvals, authorizations, permits, actions, filings or notifications, the failure of which to be made or obtained, individually or in the aggregate, would not be expected to have a material effect on the ongoing value, business or operations of the Company and its Subsidiaries, taken as a whole. The Company's Board of Directors has determined that the total fair market value of the reserves of oil, natural gas, shale or tar sands, or rights to reserves of oil, natural gas, shale or tar sands together with associated exploration or production assets of the Company and its Subsidiaries does not exceed $500 million and the fair market value of all of the assets of the Company and its Subsidiaries other than their reserves of oil, natural gas, shale or tar sands, or rights to reserves of oil, natural gas, shale or tar sands and associated exploration or production assets does not exceed $50 million (with such determinations made in accordance with Section 802.3 promulgated under the HSR Act).

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        Section 4.06    No Violation.

        Assuming that the Authorizations, filings and notifications described in Section 4.05 have been obtained or made, except as set forth in Section 4.06 of the Company's Disclosure Letter, the execution and delivery by the Company of this Agreement does not and consummation of the transactions contemplated by this Agreement will not (a) conflict with, result in any violation or breach of, or cause a default (or an event that with notice, lapse of time or otherwise would become a default) under, (i) any Law, Regulation or Order applicable to the Company or any of its Subsidiaries, (ii) the Certificate of Incorporation or Bylaws of the Company or (iii) the organizational documents of the Company's Subsidiaries or (b) conflict with, result in any violation or breach of, or cause a default (or an event that with notice, lapse of time or otherwise would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of, or require a payment under, or result in the loss of any benefit under, or in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, lease, license, permit, franchise, contract or agreement to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets is bound, except in the case of matters described in clauses (a)(i) and (b) of this Section 4.06 that, individually or in the aggregate, would not have a Company Material Adverse Effect.

        Section 4.07    Reports.

        (a)   Since January 1, 2001, (i) the Company and its Subsidiaries have timely filed all Company SEC Reports required to be filed with the SEC. The Company SEC Reports filed on or prior to the date of this Agreement, giving effect to any amendments or supplements thereto filed prior to the date hereof, (i) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be and (ii) did not at the time they were filed (or if amended or supplemented, at the date of such amendment of supplement), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company SEC Reports filed after the date of this Agreement and prior to the Effective Time, giving effect to any amendments or supplements thereto, will be prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and (ii) will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        (b)   The Company's Consolidated Financial Statements and any consolidated financial statements of the Company (including any related notes thereto) contained in any SEC Reports filed by the Company with the SEC after the date of this Agreement and prior to the Effective Time (i) have been or will be prepared in all material respects in accordance with the published Regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved (except (A) to the extent required by changes in GAAP, (B) with respect to the Company's Consolidated Financial Statements, as may be indicated in the notes thereto and (C) in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and (ii) fairly present or will fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments).

        (c)   Except for liabilities or obligations that are adequately reflected, reserved for or disclosed in the Company's Consolidated Financial Statements and for liabilities or obligations incurred in the ordinary course of business of the Company since March 31, 2004 that, individually or in the

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aggregate, would not have a Company Material Adverse Effect, there exist no liabilities or obligations of the Company and its Subsidiaries, whether known or unknown, accrued, absolute, contingent or threatened that, individually or in the aggregate, would have a Company Material Adverse Effect.

        (d)   The Company's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (i) all significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the Knowledge of the Company, such disclosure controls and procedures are effective in alerting in a timely fashion the Company's principal executive officer and its principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act.

        (e)   Except as would not reasonably be expected to result in a Company Material Adverse Effect, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for physical assets is compared with the existing physical assets at reasonable intervals and appropriate actions are taken with respect to any differences.

        (f)    Since January 1, 2001, neither the Company nor any of its Subsidiaries nor, to the Company's Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company's Board of Directors or any committee thereof or to any director or officer of the Company.

        (g)   Except as disclosed in the Company's Current Year's SEC Reports filed prior to the date of this Agreement, there are no related party transactions or off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the SEC Reports.

        (h)   Except as set forth in Section 4.07(h) of the Company's Disclosure Letter, since January 1, 2001 to the date of this Agreement, none of the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of their SEC Reports (including the financial statements or reserve

15

estimates included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements or reserve estimates included therein) or registration statements are being reviewed or investigated, and to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements or reserve estimates included therein) or registration statements of the Company or any of its Subsidiaries.

        Section 4.08    No Material Adverse Effect; Conduct.

        (a)   Except as disclosed in the Company's Current Year's SEC Reports filed prior to the date of this Agreement, since December 31, 2003, there has not been any Company Material Adverse Effect.

        (b)   Except as set forth in the Company's Current Year's SEC Reports filed prior to the date of this Agreement or in Section 4.08(b) of the Company's Disclosure Letter, since December 31, 2003, each of the Company and its Subsidiaries has operated its business only in the usual and ordinary course consistent with past practices and neither the Company nor any of its Subsidiaries has taken any action that would have been prohibited had Section 6.02 been in effect at all times since December 31, 2003.

        Section 4.09    Certain Business Practices.

        To the Knowledge of the Company, since January 1, 2001, neither the Company or any of its Subsidiaries nor any director, officer, employee or agent of the Company or any of its Subsidiaries has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (b) made any unlawful payment to any government official or employee or to any political party or campaign or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.

        Section 4.10    Certain Obligations.

        Except for those listed in Section 4.10 of the Company's Disclosure Letter or filed as an exhibit to the Company's SEC Reports filed prior to the date hereof, as of the date hereof, there are no Material Contracts. The Company has provided to Parent a true and correct copy of each Material Contract listed in Section 4.10 of the Company's Disclosure Letter. Except as set forth in Section 4.10 of the Company's Disclosure Letter, with respect to each Material Contract to which the Company or any of its Subsidiaries is a party, (i) such Material Contract is valid, binding and enforceable in accordance with its terms and is in full force and effect; (ii) none of the Company nor any of its Subsidiaries is in breach or default thereof, nor has the Company or any of its Subsidiaries received notice that it is in breach of or default thereof; and (iii) no event has occurred which, with notice, or lapse of time or both, would constitute a breach or default thereof by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto or would permit termination, modification, or acceleration thereof by any other party thereto except in each such case as would not have a Company Material Adverse Effect.

        Section 4.11    Authorizations; Compliance.

        (a)   Except for such exceptions that, individually or in the aggregate, would not have a Company Material Adverse Effect (i) the Company and each of its Subsidiaries has obtained all Authorizations that are necessary to own, lease and operate its properties and to carry on its businesses as currently conducted, (ii) such Authorizations are in full force and effect and will remain in full force and effect after the consummation of the Merger and there are no existing violations thereof or defaults thereunder and (iii) there is no action, proceeding or investigation pending or, to the Knowledge of the Company, threatened regarding, and no event has occurred

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that has resulted in or after notice or lapse of time, or both, could reasonably be expected to result in, suspension, revocation or cancellation of any such Authorizations.

        (b)   Except as set forth in Section 4.11(b) of the Company's Disclosure Letter, the Company and its Subsidiaries are in compliance and at all times since January 1, 2001 have complied with all applicable Laws and Regulations and are not in default with respect to any Order applicable to the Company or any of its Subsidiaries, except such events of noncompliance or defaults that, individually or in the aggregate, would not have a Company Material Adverse Effect. Except as set forth in Section 4.11(b) of the Company's Disclosure Letter, none of the Company nor any of its Subsidiaries has been notified by any Governmental Authority regarding possible non-compliance, defaults or violations of Laws or Orders, except any such possible non-compliance, defaults or violations that, individually or in the aggregate, would not have a Company Material Adverse Effect.

        Section 4.12    Litigation.

        There are no claims, actions, suits, charges, investigations or proceedings (including any proceedings in arbitration) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any properties or rights of the Company or any of its Subsidiaries or against any present or former officer, director or employee of the Company or any of its Subsidiaries or other Person for which the Company or any Subsidiary may be liable, at Law or in equity, except claims, actions, suits, charges, investigations or proceedings that are disclosed in the Company's Current Year's SEC Reports filed prior to the date hereof, that are set forth in Section 4.12 of the Company's Disclosure Letter or that, individually or in the aggregate, if adversely determined would not have a Company Material Adverse Effect.

        Section 4.13    Employee Benefit Plans.

        Each Company Benefit Plan is listed in Section 4.13 of the Company's Disclosure Letter, including, with respect to Terminated Company Benefit Plans, the date of termination. True and correct copies of each of the following, to the extent applicable, have been delivered to the Parent with respect to each Current Company Benefit Plan: the most recent annual or other report filed with the Employee Benefits Security Administration or any other Governmental Authority, the plan document (including all amendments thereto), the trust agreement (including all amendments thereto), the most recent summary plan description, the most recent actuarial report or valuation, and the most recent determination letter, issued by the IRS with respect to any Current Company Benefit Plan intended to be qualified under Section 401 of the Code. Except as set forth in the Company's SEC Reports filed prior to the date hereof or in Section 4.13 of the Company's Disclosure Letter:

        (a)   With respect to each Company Benefit Plan, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries could be subject to any liability under the terms of such Company Benefit Plan, ERISA, the Code or any other applicable Law, other than any condition or set of circumstances that, individually or in the aggregate, would not have a Company Material Adverse Effect.

        (b)   To the Knowledge of the Company, each Current Company Benefit Plan intended to be qualified under Section 401 of the Code (i) satisfies in form the requirements of such Section except to the extent amendments are not required by Law to be made until a date after the Effective Time, (ii) has received a favorable determination letter from the IRS regarding such qualified status, (iii) has not, since the receipt of the most recent favorable determination letter, been amended other than amendments required by applicable Law and (iv) has not been operated in a way that would adversely affect its qualified status.

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        (c)   There has been no termination or partial termination of any Current Company Benefit Plan within the meaning of Section 411(d)(3) of the Code.

        (d)   Any Terminated Company Benefit Plan intended to have been qualified under Section 401 of the Code received a favorable determination letter from the IRS with respect to its termination.

        (e)   There are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, or with respect to, any Company Benefit Plan or its assets that, individually or in the aggregate, would have a Company Material Adverse Effect and, to the Knowledge of the Company, no facts or circumstances exist that could give rise to any such actions, suits or claims, except as would not, individually or in the aggregate, have a Company Material Adverse Effect.

        (f)    To the Knowledge of the Company, there is no material matter pending (other than routine qualification determination filings) with respect to any Company Benefit Plan before the IRS, the U.S. Department of Labor, the PBGC or any other Governmental Authority.

        (g)   All contributions required to be made to Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code or any other applicable Law have been timely made, except as would not, individually or in the aggregate, have a Company Material Adverse Effect.

        (h)   Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any corporation, trade, business or entity under common control with the Company, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, contributes to, or has contributed to, or had any other obligation or liability to, within six years prior to the Closing Date, any multiemployer plan within the meaning of Section 3(37) of ERISA. As to each Current Company Benefit Plan subject to Title IV of ERISA, (i) there has been no event or condition which presents a significant risk of plan termination, (ii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, (iii) except as would not, individually or in the aggregate, have a Company Material Adverse Effect, no reportable event within the meaning of Section 4043 of ERISA has occurred within six years prior to the date of this Agreement, (iv) no notice of intent to terminate such Current Company Benefit Plan has been given under Section 4041 of ERISA, (v) no proceeding has been instituted under Section 4042 of ERISA to terminate such Current Company Benefit Plan, (vi) no liability to the PBGC has been incurred (other than with respect to required premium payments that are not past due), and (vii) the assets of the Current Company Benefit Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under the Current Company Benefit Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC.

        (i)    In connection with the consummation of the transactions contemplated by this Agreement, no payment of money or other property, acceleration of benefits or provision of other rights has been or will be made hereunder, under any agreement contemplated herein, or under any Current Company Benefit Plan or any of the programs, agreements, policies or other arrangements described in paragraph (k) below that could reasonably be expected to be nondeductible under Section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

        (j)    The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require the Company or any of its Subsidiaries to make a larger contribution to, or pay greater benefits or provide other rights under, any Current Company Benefit Plan or any of the programs, agreements, policies or other arrangements described in

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paragraph (k) below than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered or (ii) create or give rise to any additional vested rights or service credits under any Current Company Benefit Plan or any of such programs, agreements, policies or other arrangements, whether or not some other subsequent action or event would be required to cause such creation or acceleration to be triggered.

        (k)   Neither the Company nor any of its Subsidiaries is a party to or is bound by any severance or change in control agreement, program or policy with respect to any employee, officer, director or consultant. True and correct copies of all employment agreements with officers of the Company and its Subsidiaries, and all vacation, overtime, severance and other compensation policies or programs of the Company and its Subsidiaries relating to their employees have been made available to the Parent.

        (l)    No Current Company Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and neither the Company nor any of its Subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, other than as required by the provisions of Sections 601 through 608 of ERISA and Section 4980B of the Code. Each Current Company Benefit Plan may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination.

        (m)  Neither the Company nor any of its Subsidiaries has contributed, transferred or otherwise provided any cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance or other change in control agreement.

        (n)   Neither the Company nor any Subsidiary of the Company is a party to or bound by any collective bargaining or similar agreement with any union or work rules or practices agreed to with any labor organization or employee association. No collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. There is no pending or, to the Knowledge of the Company, threatened labor dispute, strike or work stoppage against the Company or any of its Subsidiaries. To the Knowledge of the Company, neither the Company or any of its Subsidiaries nor any representative or employee of the Company or any of its Subsidiaries has committed any unfair labor practices in connection with the operation of the business of the Company and its Subsidiaries. There is no pending or, to the Knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable agency of any state of the United States.

        Section 4.14    Taxes.

        (a)   Except for such matters as are set forth in Section 4.14(a) of the Company's Disclosure Letter, (i) all material returns and reports of or with respect to any Tax ("Tax Returns") that are required to be filed by or with respect to any of the Company and its Subsidiaries on or before the Effective Time have been or will be duly and timely filed, (ii) all material items of income, gain, loss, deduction and credit or other items ("Tax Items") required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return are true, correct and complete in all material respects, (iii) all material Taxes owed by any of the Company and its Subsidiaries which are or have become due have been timely paid in full, (iv) no material penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, (v) all Tax withholding and deposit requirements imposed on or with respect to any of the Company and its Subsidiaries have been satisfied in full in all material respects, (vi) there are no mortgages, pledges, liens, encumbrances, charges or other security interests on any of the assets of the Company or any of its

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Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax and (vii) all material Tax liabilities, to the extent not yet due and payable, have been fully and adequately disclosed and accrued on the Company's Consolidated Financial Statements.

        (b)   Except as set forth in Section 4.14(b) of the Company's Disclosure Letter, there is no material claim against the Company or any of its Subsidiaries for Taxes, and no material assessment, deficiency or adjustment has been asserted, proposed or, to the Knowledge of the Company, threatened with respect to any Tax Return of or with respect to any of the Company and its Subsidiaries.

        (c)   To the Knowledge of the Company, no claim has ever been made by a Governmental Authority in a jurisdiction where any of the Company and its Subsidiaries does not file Tax Returns that it is or may be subject to taxation in that jurisdiction.

        (d)   Except as set forth in Section 4.14(d) of the Company's Disclosure Letter, there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the Company or any its Subsidiaries or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to the Company or any of its Subsidiaries.

        (e)   Neither the Company nor any of its Subsidiaries have entered into any Tax allocation, sharing or indemnity agreement under which the Company or its Subsidiaries could become liable to another Person (other than the Company or its Subsidiaries) as a result of the imposition of Tax upon such Person, or the assessment or collection of Tax.

        (f)    Neither the Company nor any of its Subsidiaries owns any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1297 of the Code), foreign personal holding company (as defined in Section 552 of the Code) or other entity the income of which is required to be included in the income of the Company or such Subsidiary.

        (g)   Except as set forth in Section 4.14(g) of the Company's Disclosure Letter, none of the transactions contemplated by this Agreement will result in Tax liability or the recognition of any item of income or gain to any of the Company or its Subsidiaries.

        (h)   Except as set forth in Section 4.14(h) of the Company's Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated Tax Return or (ii) has any liability for the Taxes of any Person under United States Treasury regulations by reason of being a member of a group of entities filing a consolidated, combined or unified Tax Return (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract, or otherwise.

        (i)    Neither the Company nor any of its Subsidiaries has been a party to a distribution of stock pursuant to Section 355 of the Code during the two-year period preceding the date hereof as either a distributing corporation or a controlled corporation, as those terms are defined in Section 355(a) of the Code.

        (j)    True and correct copies of all material Tax Returns filed by the Company or any of its Subsidiaries for any period that is considered open for assessment or reassessment under applicable Tax Laws have been provided to the Parent.

        (k)   All Tax pools, accounts and attributes available to reduce the future Taxes of the Company or any of its Subsidiaries, and the appropriate classification of such tax pools, accounts and attributes are fully and accurately disclosed in Section 4.14(k) of the Company's Disclosure Letter.

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        (l)    Neither the Company, nor any of its Subsidiaries, has any pending claims for refund of any Tax.

        (m)  To the Knowledge of the Company, there are no pending Tax audits, assessments, or proceedings in respect of or affecting the business or assets of the Company or any of its Subsidiaries.

        (n)   To the Knowledge of the Company, since 2000, neither the Company nor any or its Subsidiaries has entered into any agreement with any Governmental Authority with respect to Tax matters relating to the Company or any of its Subsidiaries or any of their assets or business operations.

        (o)   To the Knowledge of the Company, since 2000, neither the Company nor any of its Subsidiaries have requested or received approval to make, nor agreed to change, any Tax reporting practices, including any accounting methods.

        (p)   Neither the Company, nor any of its Subsidiaries, has made any request for any ruling with regard to Taxes, which ruling, if issued, would be binding on the Company or any of its Subsidiaries.

        Section 4.15    Environmental Matters.

        Except for matters that, individually or in the aggregate, would not be expected to result in a Company Material Adverse Effect or as set forth in Section 4.15 of the Company Disclosure Letter, (a) the properties, operations and activities of the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, (b) the Company and its Subsidiaries and the properties, operations and activities of the Company and its Subsidiaries are not subject to any existing, pending or, to the Knowledge of the Company, threatened action, suit, investigation, inquiry or proceeding by any third party, including any Governmental Authority, under any Environmental Law, (c) all Authorizations, if any, required to be obtained or filed by the Company or any of its Subsidiaries under any Environmental Law in connection with the business of the Company or its Subsidiaries have been obtained or filed and are valid and currently in full force and effect and will remain valid and in full force and effect after the consummation of the Merger and the Company and its Subsidiaries are in compliance with the terms and conditions of such Authorizations, (d) to the Knowledge of the Company, there has been no release of any hazardous substance, pollutant or contaminant into the environment by the Company or its Subsidiaries or in connection with their properties or operations and (e) to the Knowledge of the Company, there has been no exposure of any Person or property to any hazardous substance, pollutant or contaminant in connection with the properties, operations and activities of the Company and its Subsidiaries.

        Section 4.16    Insurance.

        The Company and its Subsidiaries own and are beneficiaries under insurance policies underwritten by reputable insurers that, as to risks insured, coverages and related limits and deductibles which the Company believes are reasonably adequate in all material respects for its business and operations. All premiums due with respect to all such insurance policies that are material have been paid and, to the Knowledge of the Company, all such policies are in full force and effect. There is no material claim by the Company or any of its Subsidiaries pending under any of the Company's insurance policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds.

        Section 4.17    Intellectual Property.

        The Company or its Subsidiaries own, or are licensed or otherwise have the right to use, Intellectual Property currently used in the conduct of the business of the Company and its Subsidiaries, except where the failure to so own or otherwise have the right to use such Intellectual Property would not, individually or in the aggregate, have a Company Material Adverse Effect. No Person has notified

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either the Company or any of its Subsidiaries that their use of the Intellectual Property infringes on the rights of any Person, subject to such claims and infringements as do not, individually or in the aggregate, give rise to any liability on the part of the Company and its Subsidiaries that could have a Company Material Adverse Effect, and, to the Knowledge of the Company, no Person is infringing on any right of the Company or any of its Subsidiaries with respect to any such Intellectual Property. No claims are pending or, to the Knowledge of the Company, threatened that the Company or any of its Subsidiaries is infringing or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property that, individually or in the aggregate, would give rise to a Company Material Adverse Effect.

        Section 4.18    Properties.

        (a)   Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.18 applies), (i) the Company and its Subsidiaries have good and indefeasible title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) owned, used or held for use by them and material to the conduct of their respective businesses as such businesses are now being conducted, except for defects in title that would not, individually or in the aggregate, have a Company Material Adverse Effect and (ii) neither the Company's nor any of its Subsidiaries' ownership of or leasehold interest in any such property is subject to any Lien, except for Permitted Liens.

        (b)   Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.18 applies), the Company and its Subsidiaries have good title to, or in the case of leased property and assets, valid leasehold interests in, all of their tangible personal properties and assets, used or held for use in their business, and such properties and assets, are free and clear of any Liens, except for Permitted Liens or those Liens as are set forth in Section 4.18 of the Company Disclosure Letter and except where the failure to have such title would not, individually or in the aggregate, have a Company Material Adverse Effect.

        (c)   The Company or its Subsidiaries have Good and Marketable Title to the Oil and Gas Interests referred to or reflected in the Company Reserve Report or the Company's Consolidated Balance Sheet (other than Oil and Gas Interests disposed of in the ordinary course since March 31, 2004) free and clear of any Liens other than Permitted Liens or except as would not, individually or in the aggregate, have a Company Material Adverse Effect.

        Section 4.19    Reserve Report.

        Company has furnished Parent estimates of the Company's oil and gas reserves attributable to Company's Oil and Gas Interests as of January 1, 2004 in reports as described in Section 4.19 of the Company Disclosure Letter (collectively, the "Company Reserve Report"). The factual, non-interpretive data on which the Company Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein and in any supplement thereto or update thereof, each of which has been furnished to Parent, was accurate in all material respects, and to the Knowledge of the Company no errors in such information existed at the time such information was provided. Except for changes (including changes in Hydrocarbon commodity prices) generally affecting the oil and gas industry and normal depletion by production, there has been no change in respect of the matters addressed in the Company Reserve Report that would reasonably be expected to have a Company Material Adverse Effect. Set forth in Section 4.19 of the Company's Disclosure Letter is a list of all material Oil and Gas Interests of Company that were included in the Company Reserve Report that have been disposed of prior to the date of this Agreement, excluding normal depletion by production. To the Knowledge of Company, and based on the information given to Company by third-party operators for all wells not operated by the Company, the Company Payout Balances for each of the wells as used in the Company

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Reserve Report were accurate in all material respects as of the dates to which Company had calculated them.

        Section 4.20    Prepayments; Hedging; Calls.

        As of the date hereof, except as set forth in Section 4.20 of the Company's Disclosure Letter or in the Company's Current Year's SEC Reports filed prior to the date of this Agreement and except as would not reasonably be expected to have a Company Material Adverse Effect:

        (a)   neither the Company nor any of its Subsidiaries has any outstanding obligations for the delivery of Hydrocarbons attributable to any of the Oil and Gas Interests of the Company or any of its Subsidiaries in the future on account of prepayment, advance payment, take-or-pay or similar obligations without then or thereafter being entitled to receive full value therefor;

        (b)   neither the Company nor any of its Subsidiaries is bound by any future, hedge, swap, collar, put, call, floor, cap, option or other contract that is intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, including Hydrocarbons, interest rates, currencies or securities (a "Derivative Transaction"); and

        (c)   no Person has any call upon, option to purchase, or similar rights with respect to the production of Hydrocarbons attributable to the Oil and Gas Interests of the Company and its Subsidiaries, except for any such call, option or similar right at market prices, and upon consummation of the transactions contemplated by this Agreement, the Company or its Subsidiaries will have the right to market production from the Oil and Gas Interests of the Company and its Subsidiaries on terms no less favorable than the terms upon which such production is currently being marketed.

        Section 4.21    Anti-Takeover Plan; State Takeover Statutes.

        Prior to the execution of this Agreement, the Board of Directors of the Company has taken all necessary action to cause the execution of this Agreement and the Stockholder Agreements and the transactions contemplated hereby and thereby to be exempt from or not subject to the provisions of Section 203 of the DGCL and any other state takeover statute or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares. To the Company's Knowledge, no "moratorium," "control share acquisition," "business combination," "fair price" or other form of anti-takeover Laws and regulations applies or purports to apply to the Merger, this Agreement, or any of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has in effect any stockholder rights plan or similar device or arrangement, commonly or colloquially known as a "poison pill" or "anti-takeover" plan or any similar plan, device or arrangement and the Board of Directors of the Company has not adopted or authorized the adoption of such a plan, device or arrangement.

        Section 4.22    Brokers.

        No broker, finder or investment banker (other than Petrie Parkman) is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. Prior to the date of this Agreement, the Company has provided to the Parent a complete and correct copy of all agreements between the Company and Petrie Parkman relating to the transactions contemplated by this Agreement.

        Section 4.23    Opinion of Financial Advisor.

        The Company has received the written opinion of Petrie Parkman to the effect that, as of the date of such opinion, the Offer Price is fair, from a financial point of view, to the holders of Shares and the Company has provided a copy of such letter to the Parent.

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        Section 4.24    Proxy Statement; Offer Documents; Schedule TO; Schedule 14D-9.

        (a)   Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including the Schedule 14D-9, the proxy or information statement of the Company (the "Proxy Statement"), if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.24(a) do not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company by Parent specifically for use therein.

        (b)   The Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this Agreement and at the Effective Time, and (ii) any Company Disclosure Documents (other than the Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.24(b) do not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company by Parent specifically for use therein.

        (c)   None of the information with respect to the Company or any of its Subsidiaries or Affiliates that the Company furnishes to Parent for use in the Offer Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

        (d)   To the Knowledge of the Company, neither the Company nor its Subsidiaries have entered into any arrangement, agreement or plan, or amended, supplemented or otherwise modified any arrangement, agreement or plan that would provide a payment or benefit to a stockholder of the Company, including any director, officer or employee of the Company or its Subsidiaries, and has not otherwise paid or conveyed consideration or a benefit to a stockholder of the Company, which in any such case would result in the consummation of the Offer at the Offer Price being in violation of Rule 14d-10 promulgated under the Exchange Act.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PARENT COMPANIES

        The Parent Companies hereby represent and warrant to the Company that:

        Section 5.01    Organization.

        (a)   Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York, and has all requisite power and authority to own, lease and operate its properties and carry on its business substantially as now conducted by it and is qualified to carry on business under the laws of each jurisdiction in which it carries on a material portion of its business, and Merger Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as now

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conducted, except where the failure to do so would not have, individually or in the aggregate, a Parent Material Adverse Effect. Merger Subsidiary has not engaged and will not engage in any activities other than in connection with or as contemplated by this Agreement and the transactions contemplated hereby. The copies of the charter and bylaws of the Parent and Merger Subsidiary that have been made available to the Company are complete and correct and in full force and effect.

        Section 5.02    Authorization of Agreement.

        (a)   Each of the Parent and Merger Subsidiary has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of the Parent and Merger Subsidiary and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Parent and Merger Subsidiary, respectively, and no other corporate proceedings on the part of the Parent or Merger Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent and Merger Subsidiary and (assuming due authorization, execution and delivery hereof by the other party hereto) constitutes a legal, valid and binding obligation of the Parent and Merger Subsidiary, enforceable against the Parent and Merger Subsidiary in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency or other Laws affecting creditor's rights generally or by legal principles of general applicability governing availability of equitable remedies.

        (b)   The Board of Directors of the Parent, at a meeting duly called and held on May 21, 2004, has by unanimous approval of all directors present determined that this Agreement and the Merger are advisable and in the best interest of the Parent's stockholders. No vote of the holders of shares of Parent Common Stock or other securities (equity or otherwise) of the Parent is necessary to consummate the Merger.

        Section 5.03    Approvals.

        The execution and delivery of this Agreement does not, and consummation of the transactions contemplated hereby will not, require the Parent or any of its Subsidiaries to obtain any Authorization or other approval of or from, or to make any filing with or notification to any Governmental Authority or third Person, except (a) for the applicable requirements, if any, of the Exchange Act, state securities or "blue sky" Laws, the Competition Act, the Investment Canada Act and the filing and recordation of the Certificate of Merger as required by the DGCL, (b) as set forth in Section 5.03 of the Parent's Disclosure Letter and (c) where the failure to obtain such Authorizations, or make such filings or notifications, would not, individually or in the aggregate, have a Parent Material Adverse Effect.

        Section 5.04    No Violation.

        Assuming that the Authorizations, filings and notifications described in Section 5.03 have been obtained or made, except as set forth in Section 5.04 of the Parent's Disclosure Letter, the execution and delivery by the Parent or Merger Subsidiary of this Agreement does not and consummation of the transactions contemplated by this Agreement will not (a) conflict with, result in any violation or breach of, or cause a default (or an event that with notice, lapse of time or otherwise would become a default) under (i) any Law, Regulation or Order applicable to the Parent or Merger Subsidiary or any of their respective Subsidiaries, (ii) the Certificate of Incorporation or Bylaws of the Parent or Merger Subsidiary or (iii) the organizational documents of the Parent's Subsidiaries, or (b) conflict with, result in any violation or breach of, or cause a default (or an event that with notice, lapse of time or otherwise would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of, or require a payment under, or result in the loss of any benefit under,

25

or in the creation of a Lien on any of the properties or assets of the Parent or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, lease, license, permit, franchise, contract or agreement to which the Parent or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or its or their respective properties or assets is bound, except in the case of matters described in clauses (a)(i) and (b) that, individually or in the aggregate, would not have a Parent Material Adverse Effect.

        Section 5.05    Financing.

        The Parent and Merger Subsidiary has as of the date hereof and will have immediately prior to the consummation of the Offer and immediately prior to the consummation of the Merger sufficient funds to enable it to consummate the Offer and Merger on the terms contemplated by this Agreement.

        Section 5.06    Disclosure Documents.

        (a)   Each of the Offer Documents when filed with the SEC, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 5.06(a) do not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent by the Company specifically for use therein.

        (b)   The Offer Documents at the time such Offer Documents are filed with the SEC, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.06(b) do not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent by the Company specifically for use therein.

        (c)   None of the information with respect to Parent or Merger Subsidiary or any of their respective Subsidiaries or Affiliates that Parent furnishes to the Company specifically for use in the Company Disclosure Documents, at the time of the filing thereof, at the time of any distribution or dissemination thereof, at the time of the consummation of the Offer and at the time such stockholders vote on adoption of this Agreement will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

        Section 5.07    Ownership.

        Neither Parent nor any of its Subsidiaries owns any Shares or other securities convertible into Shares.

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ARTICLE VI
COVENANTS

        Section 6.01    Affirmative Covenants.    

        (a)   The Company covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the Parent, it will and will cause its Subsidiaries to (a) operate its business only in the usual and ordinary course consistent with past practices and (b) use its commercially reasonable efforts to preserve intact its present business organization, maintain its material rights and franchises, retain the services of its key employees and preserve its relationships with customers, suppliers and other Persons with which it has significant business dealings.

        (b)   The Company and its Subsidiaries shall prepare and file in a timely manner all Tax Returns required to be filed, but not yet filed, prior to the Effective Time. To the extent the Company or any of its Subsidiaries has knowledge of: (i) any notification regarding any bill for collection of any amount due for Taxes, or the commencement of scheduling of any other administrative or judicial proceeding with respect to the determination, assessment or collection of any Tax, including the commencement of any audit or other investigation; (ii) any written notice or correspondence received from any Governmental Authority, including any request for a waiver or other arrangement providing for an extension of time with respect to the assessment or re-assessment of any Tax, the filing of any Tax Returns, or the payment of any Tax, or the levy of any governmental charge with respect to the Company or any of its Subsidiaries; or (iii) any disputes or requests for information received from any Governmental Authority with respect to information submitted by the Company or any of its Subsidiaries; the Company shall provide prompt notice to the Parent of such matter, setting forth information (to the extent known) describing any asserted Tax liability in reasonable detail and including copies of notices or other documentation received from the applicable Governmental Authority with respect to such matter.

        Section 6.02    Negative Covenants.    

        The Company covenants and agrees that, except as expressly set forth in Section 6.02 of the Company's Disclosure Letter (with an indication as to which paragraph of Section 6.02 such exception relates), as expressly contemplated by this Agreement or as otherwise consented to in writing by the Parent (or orally by Parent's chief executive officer, chief financial officer or general counsel and confirmed in writing within 24 hours by the Company to Parent), from the date of this Agreement until the Effective Time, it will not do, and will not permit any of its Subsidiaries to do, any of the following:

          (i)  (A) increase the compensation payable to or to become payable to or grant any bonuses to any former or present director, officer, employee or consultant, except in the ordinary course of business consistent with past practice for Persons who are not former or present officers or directors, (B) enter into or amend any employment, severance, termination or similar agreement or arrangement with any former or present director, officer, employee or consultant, (C) establish, adopt, enter into or amend or modify any Benefit Plan except as may be required by applicable Law, (D) grant any severance, retention or termination pay, (E) take any action to accelerate the vesting of any outstanding Company Stock Options, (F) amend or take any other actions to increase the amount of, or accelerate the payment or vesting of, any benefit or amount under any Benefit Plan, policy or arrangement (including the acceleration of vesting, waiving of performance criteria or the adjustment of awards or providing for compensation or benefits to any former or present director, officer, employee or consultant), (G) contribute, transfer or otherwise provide any cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance, retention or

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other change in control agreement; except (1) pursuant to any contract, agreement or other legal obligation of the Company or any of its Subsidiaries existing at the date of this Agreement, (2) in the case of severance or termination payments, pursuant to the severance policy of the Company or its Subsidiaries existing at the date of this Agreement (copies of which have been furnished to the Parent), and (3) as required by applicable Law;

         (ii)  declare, set aside or pay any dividend on, or make any other distribution in respect of outstanding Equity Securities of the Company or any of its Subsidiaries, except for dividends by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company;

        (iii)  (A) directly or indirectly redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding Equity Securities of the Company or any of its Subsidiaries except for (1) any such acquisition by the Company or any of its wholly owned Subsidiaries directly from any wholly owned Subsidiary of the Company or (2) any repurchase, forfeiture or retirement of Shares or Company Stock Options occurring pursuant to the terms as in effect on the date of this Agreement of any Equity Securities outstanding on the date hereof, or of any Benefit Plan existing on the date hereof or (B) effect any reorganization or recapitalization or split, combine or reclassify any of the capital stock of or other equity interest in the Company or any of its Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, such capital stock or equity interests;

        (iv)  (A) offer, issue, deliver, grant or sell, or authorize or propose the offering, issuance, delivery, grant or sale (including the grant of any Liens or limitations on voting rights), of any Equity Securities of the Company or any of its Subsidiaries, except for issuances of Shares (1) upon the exercise of Company Stock Options or Company Warrants outstanding at the date of this Agreement in accordance with the terms thereof as in effect on the date of this Agreement, (2) upon the expiration of any restrictions upon issuance of any grant existing at the date of this Agreement of restricted stock or bonus stock pursuant to the terms as in effect on the date of this Agreement of any Current Company Benefit Plans or (3) that constitute periodic issuances of Shares required by the terms as in effect on the date of this Agreement of any Current Company Benefit Plans, (B) amend or otherwise modify the terms of any outstanding Equity Securities the effect of which will be to make such terms more favorable to the holders thereof, or (C) except as expressly contemplated in Section 6.03 or otherwise in this Agreement, enter into or announce any agreement, understanding or arrangement with respect to the sale, voting, registration or repurchase of any Equity Securities of the Company or any of its Subsidiaries.

         (v)  (A) merge, consolidate, combine or amalgamate with any Person or dissolve or liquidate, (B) acquire or agree to acquire, by merging or consolidating with, purchasing Equity Securities in, purchasing all or a portion of the assets of, or in any other manner, any business or any Person or otherwise acquire or agree to acquire any assets of any other Person (other than the purchase of assets from suppliers or vendors in the ordinary course of business consistent with past practice), in each case for consideration in excess of $100,000 or for consideration for all such acquisitions in excess of $250,000 or (C) make any loans, advances or capital contributions to, or investments in any Person except for loans, advances and capital contributions (1) to any wholly owned Subsidiary or (2) pursuant to and in accordance with the terms of any Material Contract or other legal obligation, in each case existing as of the date of this Agreement;

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        (vi)  sell, transfer, lease, exchange or otherwise dispose of, or grant any Lien with respect to, any of the material properties or assets of the Company or any of its Subsidiaries, except for sales of oil and gas in the ordinary course of business consistent with past practice;

       (vii)  adopt or propose any amendments to its Certificate of Incorporation or Bylaws or other organizational documents;

      (viii)  (A) change any of its methods or principles of accounting in effect at December 31, 2003, except to the extent required to comply with GAAP as advised by the Company's regular independent accountants, (B) make or rescind any material election relating to Taxes (other than any election that must be made periodically and is made consistent with past practice), (C) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, (D) change any of its material methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of the U.S. federal income tax returns for the taxable year ended December 31, 2003, (E) submit any claim for refund of any Tax, (F) request any tax opinions or rulings, (G) authorize any Tax indemnities, (H) make any Tax election except elections which are consistent with past practices and which are required to be made in connection with Tax Returns filed for any Tax period prior to the Effective Time, (I) file with or provide to a Governmental Authority any waiver extending the statutory period for assessment or reassessment of Tax or any other waiver of restrictions on assessment or collection of any Tax; (J) enter into or amend any agreement or settlement with any Governmental Authority respecting Taxes or (K) amend or revoke any previously filed Tax Return except, in each case, as may be required by Law;

        (ix)  incur, create, assume, guarantee or otherwise become liable for any obligation for borrowed money, purchase money indebtedness or any obligation of any other Person, whether or not evidenced by a note, bond, debenture, guarantee, indemnity or similar instrument, except for (A) additional borrowings under credit lines existing at the date of this Agreement not exceeding $3,000,000 in the aggregate, (B) trade payables incurred in the ordinary course of business consistent with past practice, and (C) indebtedness with any wholly owned Subsidiary;

         (x)  except for existing authorizations for expenditures and capital expenditures approved in the 2004 Capital Budget approved by the Company's Board of Directors (copies of which authorizations and 2004 Capital Budget have been provided to Parent), make or commit to make any capital expenditures in excess of $100,000 in the aggregate;

        (xi)  pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) prior to the same being due in excess of $25,000 in the aggregate, other than pursuant to mandatory terms of any agreement, understanding or arrangement as in effect on the date hereof;

       (xii)  take or cause to be taken any action that could reasonably be expected to result in any of the representations or warranties contained herein becoming untrue or inaccurate in any material respect;

      (xiii)  modify, amend or terminate, or waive, assign or release any material rights or claims, or grant any consent under, any confidentiality agreement relating to an Acquisition Proposal or otherwise under any standstill or similar agreement or fail to enforce as is reasonably practicable any such agreement upon the reasonable request of Parent;

      (xiv)  (A) enter into, renew, modify, amend or terminate any Material Contract to which the Company or any of its Subsidiaries is a party, or waive, delay the exercise of, release or assign any material rights or claims thereunder except in the ordinary course of business

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consistent with past practice, (B) enter into any Derivative Transaction or any fixed-price commodity sales agreement with a duration of more than three months, or (C) enter into or amend in any material manner any contract, agreement or commitment with any former or present director, officer or employee of the Company or any of its Subsidiaries or with any Affiliate or associate (as defined under the Exchange Act) of any of the foregoing Persons except to the extent permitted under paragraph (i) above;

       (xv)  consent to or otherwise permit any Transfer (as such term is defined in the Stockholder Agreements) of any Shares by any Person party to a Stockholder Agreement except for such Transfers as are permitted under such Stockholder Agreement; or

      (xvi)  agree in writing or otherwise to do any of the foregoing.

        Except as otherwise contemplated by Section 2.03, nothing contained in this Agreement shall give Parent, directly or indirectly, rights to control or direct the Company's operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Company's operations.

        Section 6.03    No Solicitation.    

        (a)   From the date of this Agreement until the Effective Time or the termination of this Agreement in accordance with Article VIII, except as specifically permitted in Sections 6.03(d), 6.03(f) or 6.03(g)(ii), the Company shall not, nor shall it authorize or permit any of its Subsidiaries or its or their Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage any inquiries, offers or proposals that constitute, or are reasonably likely to lead to, any Acquisition Proposal; (ii) engage in discussions or negotiations with, furnish or disclose any information or data relating to the Company or any of its Subsidiaries to, or in response to a request therefor, give access to the properties, assets or the books and records of the Company or its Subsidiaries to, any Person that has made or, to the Knowledge of the Company, may be considering making any Acquisition Proposal or otherwise in connection with an Acquisition Proposal; (iii) grant any waiver or release under any standstill or similar contract with respect to the Shares, any Company Equity Securities or any properties or assets of the Company or its Subsidiaries; (iv) withdraw, modify or amend the approval or recommendation of the Offer, the Merger or this Agreement by the Board of Directors of the Company; (v) approve, endorse or recommend any Acquisition Proposal; (vi) enter into any agreement in principle, arrangement, understanding or contract relating to any Acquisition Proposal; or (vii) take any action to exempt or make not subject to the provisions of Section 203 of the DGCL or any other state takeover statute or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than Parent and its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

        (b)   The Company shall, and shall cause each of its Subsidiaries and instruct its Representatives to, immediately cease any existing solicitations, discussions, negotiations or other activity with any Person being conducted with respect to any Acquisition Proposal on the date hereof. The Company shall promptly inform its Representatives who have been engaged or are otherwise providing assistance in connection with the transactions contemplated by this Agreement of the Company's obligations under this Section 6.03. Without limiting the foregoing, the Company agrees that any breach of the restrictions set forth in this Section 6.03, including any failure of such Representatives to comply with any instructions referred to above, by any of such Representatives or any Affiliate or Subsidiary of the Company shall be deemed to be a breach by the Company of this Section 6.03.

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        (c)   The Company shall notify Parent as soon as practicable (but in any event within 24 hours) after receipt of (i) any Acquisition Proposal or indication that any Person is considering making an Acquisition Proposal, (ii) any request for information relating to the Company or any of its Subsidiaries or (iii) any request for access to the properties, assets or the books and records of the Company or its Subsidiaries that the Company reasonably believes is reasonably likely to lead to an Acquisition Proposal. The Company shall provide Parent promptly with the identity of such Person, a detailed description of such Acquisition Proposal, indication or request and, if applicable, a copy of such Acquisition Proposal. The Company shall keep Parent fully informed on a reasonably current basis of the status and details of any such Acquisition Proposal, indication or request.

        (d)   Notwithstanding the foregoing, prior to the Acceptance Date, nothing in this Agreement shall prevent the Company or its Board of Directors from:

          (i)  engaging in discussions or negotiations with, or furnishing or disclosing any information relating to, the Company or any of its Subsidiaries or, in response to a request therefor, giving access to the properties, assets or the books and records of the Company or any of its Subsidiaries to, any Person who has made a bona fide written and unsolicited Acquisition Proposal made after the date hereof if the Board of Directors determines that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, but only so long as (x) the Board of Directors has (A) acted in good faith and by a majority of the members of its entire Board of Directors, (B) determined, after consultation with its legal and financial advisors, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal and (C) determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws (in the case of (B) and (C), taking into account any adjustments to the terms and conditions of this Agreement, the Offer or the Merger offered in writing by Parent in response to such Acquisition Proposal), and (y) the Company (A) enters into a confidentiality agreement with such Person on terms and conditions no more favorable to such Person than those contained in the Confidentiality Agreement and (B) concurrently discloses or makes available the same information to Parent as it makes available to such Person in accordance with Section 6.03(e); and

         (ii)  subject to compliance with Section 6.03(d)(i), entering into a definitive agreement with respect to a Superior Proposal (and taking any action required under Section 203 of the DGCL or any other state takeover Law in connection with such Superior Proposal), but only so long as (A) the Board of Directors, acting in good faith and by a majority of the members of the entire Board of Directors, has approved such definitive agreement, (B) the Board of Directors has determined, after consultation with its outside legal and financial advisors, that such bona fide written and unsolicited Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors of the Company has determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws and (D) the Company terminates this Agreement pursuant to, and after complying with all of the provisions of, Section 8.01(f).

        (e)   If the Company or any of its Subsidiaries or its or their Representatives receives a request for information from a Person who has made an unsolicited bona fide written Acquisition Proposal involving the Company and the Company is permitted to provide such Person with information pursuant to this Section 6.03, the Company will provide to Parent a copy of the confidentiality agreement with such Person promptly upon its execution and provide to Parent a list of, and copies of, the information provided to such Person concurrently with its delivery to such Person

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and promptly provide Parent with access to all information to which such Person was provided access, in each case only to the extent not previously provided to Parent.

        (f)    The Board of Directors of the Company shall not (i) approve, endorse or recommend, or propose to approve, endorse or recommend, any Acquisition Proposal or (ii) enter into any agreement in principle or understanding or a contract relating to an Acquisition Proposal, unless the Company terminates this Agreement pursuant to, and after complying with all of the provisions of, Section 8.01(f).

        (g)   Notwithstanding the foregoing, (i) the Board of Directors of the Company shall be permitted to disclose to the stockholders of the Company a position with respect to an Acquisition Proposal required by Rule 14e-2(a), Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act and (ii) the Board of Directors of the Company may withdraw, modify or amend its recommendation of the Offer, the Merger and this Agreement at any time if it determines, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws.

        Section 6.04    Notices of Certain Events; Consultation.    

        (a)   The Company shall as promptly as reasonably practicable notify Parent of: (i) any notice or other communication of which the Company has Knowledge from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication of which the Company has Knowledge from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, or to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any fact or occurrence between the date of this Agreement and the Effective Time of which it has Knowledge which makes any of its representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement.

        (b)   Each of Parent and Merger Subsidiary shall as promptly as reasonably practicable notify the Company of: (i) any notice or other communication of which the Parent has Knowledge from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication of which the Parent has Knowledge from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, or to the Knowledge of the Parent, threatened against, the Parent or any of its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any fact or occurrence between the date of this Agreement and the Effective Time of which it becomes aware which makes any of its representations contained in this Agreement untrue in any material respect or causes any material breach of its obligations under this Agreement.

        (c)   The Company shall consult with Parent prior to making its financial results for any period publicly available after the date of this Agreement and prior to filing any Company SEC Reports after the date of this Agreement.

        Section 6.05    Merger Subsidiary.    

        Parent will take all action necessary (a) to cause Merger Subsidiary to perform its obligations under this Agreement and to commence the Offer and consummate the Merger on the terms and

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conditions set forth in this Agreement and, to the extent permitted under the DGCL, in accordance with Section 253 of the DGCL as promptly as reasonably practicable following completion of the Offer and (b) to ensure that, prior to the Effective Time, Merger Subsidiary shall not conduct any business or make any investments other than as specifically contemplated by this Agreement. Parent shall not, and shall not permit Merger Subsidiary to, take any action that would result in the breach of any representation and warranty of Parent hereunder (except for representations and warranties made as of a specific date) such that the Company would have the right to terminate this Agreement pursuant to Section 8.01(d).

        Section 6.06    Director and Officer Liability.    

        From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless to the fullest extent permitted by Law the present and former officers and directors of the Company and its Subsidiaries against all losses, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time including amounts paid in settlement or compromise with the approval of the Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current and former officers and directors of the Company as provided in the Company's Certificate of Incorporation or Bylaws or any agreement set forth in Schedule 6.06 of the Company Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. For at least six years after the Effective Time, the Parent will cause Merger Subsidiary to, and Surviving Corporation will, without any lapse in coverage, provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, that the Surviving Corporation shall not be obligated to expend annual premiums during such period in excess of 200% of the per annum rate of the aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement, provided that if the annual premium for such insurance shall exceed such 200% in any year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further that in the event Parent shall prior to the sixth anniversary of the Effective Time, directly or indirectly, sell all or substantially all of the assets or capital stock of the Surviving Corporation, prior to such sale, Parent shall either assume such obligation or cause a Subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney's fees, incurred by any Person to enforce the obligations of Parent and Surviving Corporation under this Section 6.06.

        Section 6.07    Access and Information.    

        Each of the Company and the Parent will, and will cause its Subsidiaries to, (i) afford to the other and its Representatives appropriate access, at reasonable times upon reasonable prior notice, to the officers, employees, agents, properties, offices and other facilities of the other and to its books, records, contracts and documents and (ii) furnish promptly to the other and its Representatives such information concerning its business, properties, contracts, records and personnel (including financial, operating and other data and information) as may be reasonably requested, from time to time, by or on behalf of the other party.

        Section 6.08    Meeting of the Company's Stockholders.    

        If required by applicable Law in order to consummate the Merger, the Company shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to

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convene a meeting of the Company's stockholders (the "Stockholders Meeting") as promptly as practicable following the purchase of Shares in the Offer. At the Stockholders Meeting, all of the Shares then owned by Parent, Merger Subsidiary or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement (subject to applicable Law). Unless the Board of Directors has withdrawn or modified its recommendation in accordance with the provisions of Section 6.03, the Board of Directors of the Company shall recommend that the Company's stockholders vote to approve the Merger and this Agreement if such vote is sought, shall use its best efforts to solicit from stockholders of the Company proxies in favor of the Merger if a proxy statement is prepared and sent and shall take all other action in its judgment necessary and appropriate to secure the vote of stockholders required by the DGCL to effect the Merger.

        Section 6.09    Proxy Statement.    

        If required under applicable Law, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company's stockholders vote to approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or modified its recommendation in accordance with Section 6.03 in connection with a Superior Proposal.

        Section 6.10    Commercially Reasonable Efforts.    

        Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and Regulations to consummate the transactions contemplated by this Agreement.

        Section 6.11    Public Announcements.    

        Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and, except as may be required by applicable Law or any listing agreement with the New York Stock Exchange will not issue any such press release or make any such public statement prior to such consultation.

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        Section 6.12    Stock Exchange De-listing.    

        Parent and the Company shall use their commercially reasonable efforts to cause the Shares to be de-listed from the Company exchange and de-registered under the Exchange Act promptly following the Effective Time.

        Section 6.13    Defense of Litigation.

        The Company shall not settle or offer to settle any claim, action, suit, charge, investigation or proceeding against the Company, any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company shall not cooperate with any Person that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and Merger Subsidiary in resisting any such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.

        Section 6.14    State Takeover Statutes.

        (a)   If any State takeover statute or similar Law is or becomes applicable to this Agreement, the Offer, the Merger or the transactions contemplated by this Agreement, each of Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action to ensure that such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effects of such takeover statute or Law.

        Section 6.15    Filings; Other Actions.

        Subject to the terms and conditions herein provided, the Company and Parent shall: (a) use all reasonable efforts to cooperate with one another in (i) determining which filings are required to be made prior to the Acceptance Date, and which consents, approvals, permits or authorizations are required to be obtained prior to the Acceptance Date from any Governmental Authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations; and (b) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement. If required to comply with applicable Law, Parent and the Company shall each promptly (but in no event more than five Business Days following the date of this Agreement) make either an advanced ruling certificate request or a pre-merger notification under the Competition Act with respect to the Offer and the Merger and shall promptly thereafter make any other required submissions under the Competition Act. If required to comply with applicable Law, Parent shall promptly (but in no event more than five Business Days following the date of this Agreement) request that the Investment Review Division of Industry Canada confirm that the investment by Parent in the Company's Canadian business is not reviewable under the Investment Canada Act. Failing receipt by Parent of such confirmation, if required, on or before the tenth Business Day after the commencement of the Offer or such later date as may be agreed by Parent and the Company, Parent shall promptly file with Industry Canada an application for review of the investment by Parent in the Company's Canadian business. Parent shall make any other required filings or submissions under the Investment Canada Act.

        Section 6.16    Employee Benefit Plans.

        From and after the Effective Time, the Surviving Corporation shall honor in accordance with their terms, the employment, severance, indemnification or similar agreements between the Company and certain employees; provided, however, that nothing herein shall preclude Parent or any of its Affiliates

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from having the right to terminate the employment of any employee, with or without cause, or to amend or to terminate any employee benefit plan established, maintained or contributed to by Parent or any of its Affiliates.

        Section 6.17    Amendment of Stock Options.

        As soon as practicable following the date hereof, the Company shall use its commercially reasonable efforts to cause each issued and outstanding option under the Company Stock Plans to be amended to permit the conversion of such options at the Effective Time as provided in Section 3.08 hereof to the extent such options do not permit such treatment; provided, however, that in no event shall the Company provide any benefit or consideration to the holder of any such option in obtaining such amendment or take any other action prohibited in connection with the transactions contemplated by this Agreement under Rule 14d-10 promulgated under the Exchange Act.

ARTICLE VII
CONDITIONS TO THE MERGER

        Section 7.01    Conditions to the Obligations of Each Party.

        The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions:

          (i)  if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger;

         (ii)  no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted);

        (iii)  all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and

        (iv)  Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered pursuant to the Offer.

        Section 7.02    Conditions to the Obligations of Parent and Merger Subsidiary.

        The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the further condition that the Company shall have performed in all material respects, all of its obligations hereunder required to be performed by it at or prior to the Effective Time, except where the failure to have so performed would not have a Company Material Adverse Effect.

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ARTICLE VIII
TERMINATION

        Section 8.01    Termination.

        This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company):

        (a)   by mutual written consent of the Company and Parent;

        (b)   by either the Company or Parent if the Merger has not been consummated on or before November 30, 2004 (the "End Date"); provided that in the event the Merger has not been consummated on or before November 30, 2004 and prior to such date the SEC shall have reviewed or provided oral or written comments to the Offer Documents or the Proxy Statement, the End Date shall be extended to the extent such review or comment process delayed the consummation of the Merger beyond November 30, 2004; provided further that in no event shall the End Date extend beyond January 31, 2005 (provided that the right to terminate this Agreement under this clause (b) shall not be available to any party whose failure to fulfil any of its material obligations under this Agreement has been the cause of the failure to consummate the Merger by such date);

        (c)   by either the Company or Parent, if there shall be any applicable Law that makes consummation of the Offer or the Merger illegal or otherwise prohibited or if any Order of a Governmental Authority of competent jurisdiction shall restrain or prohibit the consummation of the Offer or the Merger, and such Order shall become final and nonappealable; provided, that the right to terminate this Agreement under this clause (c) shall not be available to any party who has not used its commercially reasonable efforts to have such Order lifted;

        (d)   prior to the Acceptance Date by (x) the Company if there has been a breach by Parent of any representation or warranty of Parent contained in this Agreement which would have a Parent Material Adverse Effect, (y) Parent if there has been a breach of the representations and warranties or covenants or agreements of the Company contained in this Agreement such that the condition to the Offer set forth in clause (e) of Annex A would not be satisfied, or (z) by the Company if Parent shall not have performed in all material respects each material obligation, agreement and covenant to be performed with by it under the Agreement, and in each of clauses (x), (y) and (z), such breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by the terminating party to the other party;

        (e)   by Parent prior to the Acceptance Date, if, (i) the Board of Directors of the Company shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Parent, its approval or recommendation of this Agreement, the Offer or the Merger, or shall have recommended, or entered into, or publicly announced its intention to enter into, an agreement or an agreement in principle with respect to a Superior Proposal (or shall have resolved to do any of the foregoing), (ii) the Company shall have breached in any material respect any of its obligations under Section 6.03, (iii) the Board of Directors of the Company shall have refused to affirm its approval or recommendation of this Agreement, the Offer or the Merger within ten Business Days of any written request from Parent, (iv) a competing tender or exchange offer constituting an Acquisition Proposal shall have been commenced and the Company shall not have sent holders of the Shares pursuant to Rule 14e-2 promulgated under the Exchange Act, (within ten Business Days after such tender or exchange offer is first published, sent or given (within the meaning of Rule 14e-2)), a statement disclosing that the Board of Directors of the Company recommends rejection of such Acquisition Proposal, (v) the Board of Directors of the Company shall exempt any other Person from the provisions of Section 203 of the DGCL, or (vi) the Company or its Board of Directors publicly announces its intention to do, or resolves to do, any of the foregoing;

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        (f)    the Company prior to the Acceptance Date, if the Board of Directors of the Company shall approve, subject to complying with the terms of this Agreement, a Superior Proposal in accordance with Section 6.03; provided, however, that the Company may not terminate pursuant to this Section 8.01(f) unless (i) such Superior Proposal did not result from the Company's breach of Section 6.03, (ii) the Company's Board of Directors authorizes the Company, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice (including any subsequent amendments or modifications), (iii) during the three Business Day period after the Company's notice (the "Negotiation Period"), (x) the Company shall have offered to negotiate with (and, if accepted, negotiate with), and shall have instructed its financial and legal advisors to offer to negotiate with (and if accepted, negotiate with), Parent to attempt to make such adjustments in the terms and conditions of this Agreement as will enable the Company to proceed with this Agreement; provided, that the Company shall not be required to comply with this clause (iii) if the next scheduled expiration date of the Offer is scheduled to expire on or before the third Business Day after the end of the Negotiation Period unless Parent agrees in writing to extend the Offer until 5:00 p.m. New York City time on the third Business Day after the end of the Negotiation Period and (y) the Board of Directors of the Company shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel and, after considering the results of such negotiations and the revised proposal made by Parent, if any, that the Superior Proposal giving rise to the Company's notice (including any subsequent amendments or modifications) continues to be a Superior Proposal, (iv) such termination is within three Business Days following the Negotiation Period, if any, and (v) no termination pursuant to this Section 8.01(f) shall be effective unless the Company shall provide Parent with a written acknowledgment from each other party to the Superior Proposal that it is aware of the amounts due Parent under Section 9.04 and that such party waives any right it may have to contest any such amounts payable under Section 9.04;

        (g)   by the Company, if the Offer has not been commenced within seven Business Days following the date of this Agreement (except as a result of any material breach of this Agreement by the Company); providedthat such right of termination shall have been exercised by the Company prior to the commencement of the Offer;

        (h)   by Parent or the Company if as the result of the failure of any of the conditions set forth in Annex A hereto, the Offer shall have terminated or expired in accordance with its terms (including after giving effect to any extensions, if any, pursuant to Section 2.01(c)) without Merger Subsidiary having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(h) shall not be available to any party whose failure to fulfil any of its material obligations under this Agreement has been the cause of such failure;

        (i)    by Parent if either the Chief Executive Officer or the Chief Financial Officer of the Company fails to provide the certifications required under Section 302 or Section 906 of the Sarbanes-Oxley Act with respect to any Annual Report on Form 10-K or Quarterly Report on Form 10-Q of the Company at the time such report is required to be filed under the Exchange Act; or

        (j)    by Parent if, on or prior to August 15, 2004, the Company shall have not publicly filed its Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2004, (ii) at any time after the date hereof, there is any material restatement of the Company's consolidated financial statements, or any material change to the Company's previously announced financial results, or (iii) the Company shall have filed with the SEC, or otherwise announced, one or more

38

amendments to a Company SEC Report in which the Company makes a downward material restatement of the proved Hydrocarbon reserves of the Company and its Subsidiaries.

        The right of any party hereto to terminate this Agreement pursuant to this Section 8.01 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, any Person controlling any such party or any of their respective officers, directors, representatives or agents, whether prior to or after the execution of this Agreement.

        Section 8.02    Effect of Termination.

        If this Agreement is terminated pursuant to Section 8.01, this Agreement (but not the Confidentiality Agreement) shall become void and of no effect with no liability on the part of any party (or any stockholder or Representative of such party) to the other party hereto; provided that, if such termination shall result from the wilful (i) failure of a party to fulfil a condition to the performance of the obligations of the other parties, (ii) failure of a party to perform a material covenant hereof, or (iii) breach by a party hereto of any representation or warranty or agreement contained herein, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other parties as a result of such wilful failure or breach; provided further, however, that notwithstanding the foregoing or anything else in this Agreement to the contrary, the provisions of this Section 8.02 and Article IX shall survive any termination hereof.

ARTICLE IX
MISCELLANEOUS

        Section 9.01    Notices.

        All notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given,

        (a)   if to Parent or Merger Subsidiary, to:

Forest Oil Corporation
1600 Broadway
Suite 2200
Denver, CO 80202
Telephone: (303) 812-1400
Telecopy: (303) 812-1510
Attention: General Counsel

with a required copy (which shall not constitute notice) to:

Vinson & Elkins LLP
2300 First City Tower
1001 Fannin
Houston, Texas 77002-6760
Telephone: (713) 758-2222
Telecopy: (713) 615-5637
Attention: Scott N. Wulfe

        (b)   if to the Company, to:

The Wiser Oil Company
8115 Preston Road
Suite 400
Dallas, Texas 75225
Telephone: (214) 265-0080
Telecopy:(214) 373-3610
Attention: George K. Hickox, Jr.
Chief Executive Officer

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with a required copy (which shall not constitute notice) to:

Reed Smith LLP
2500 One Liberty Place
Philadelphia, Pennsylvania 19103
Telephone: (215) 851-8800
Telecopy: (215) 851-1420
Attention: Lori L. Lasher, Esq.

or such other address or telecopy number as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective when received at the address specified in this Section (or on the next Business Day if received after 5:00 p.m. local time on a Business Day or if received on a day that is not a Business Day).

        Section 9.02    Survival of Representations and Warranties and Agreements.

        The representations and warranties contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time. This Section 9.02 shall not limit any covenant or agreement of the parties to this Agreement which, by its terms, contemplates performance after the Effective Time.

        Section 9.03    Amendments; No Waivers.

        (a)   Any provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary or, in the case of a waiver, by the party against whom the waiver is to be effective; provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment and (ii) after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders and each party's Board of Directors, alter or change (x) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (y) prior to the Effective Time, any term of the Certificate of Incorporation of the Surviving Corporation or (z) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. Notwithstanding any provision of this Section 9.03 to the contrary, no provision of this Agreement may be waived by the Company or amended following the purchase by Parent or Merger Subsidiary of Shares pursuant to the Offer unless such amendment or waiver is approved by the affirmative vote of a majority of the Independent Directors.

        (b)   No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

        Section 9.04    Fees and Expenses.

        (a)   Except as otherwise provided in this Section 9.04, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

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        (b)   The Company will pay, or cause to be paid to Parent by wire transfer of immediately available funds to an account designated by Parent, in accordance with Section 9.04(c), the sum of $11.0 million if:

          (i)  this Agreement is terminated pursuant to Section 8.01(e) or Section 8.01(f); or

         (ii)  this Agreement is terminated pursuant to Section 8.01(h) and, with respect to this clause (ii) only, at the time of such termination (x) the Minimum Condition has not been satisfied, (y) an Acquisition Proposal existed or had been previously announced and (z) prior to the nine-month anniversary of such termination, the Company or any of its Subsidiaries consummates any Acquisition Proposal.

        (c)   Any amounts payable pursuant to Section 9.04(b) (i) shall be payable on the earlier of (i) the 90th day after such termination and (ii) concurrently with the consummation of an Acquisition Proposal. Any amounts payable pursuant to Section 9.04(b)(ii) shall be payable concurrently with the consummation of an Acquisition Proposal.

        (d)   The Company acknowledges that the agreements contained in this Section 9.04 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Merger Subsidiary would not have entered into this Agreement. Accordingly, if the Company fails to pay promptly any amounts due pursuant to this Section 9.04, and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the fee or expense reimbursement set forth in this Section 9.04, the Company shall pay to Parent its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest from the date of termination of this Agreement on the amounts so owed at the lesser of the prime rate of Chase Manhattan Bank per annum in effect from time to time during such period, plus 2% or, if lower, the maximum rate permitted by Law.

        Section 9.05    Successors and Assigns.

        The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto (and which transfer shall not relieve Parent and Merger Subsidiary of their obligations hereunder in the event of a breach by their transferee).

        Section 9.06    Governing Law.

        This Agreement shall be construed in accordance with and governed by the Laws of the State of Delaware, without regard to the Laws that might otherwise govern under applicable principles of conflicts of Law.

        Section 9.07    Jurisdiction.

        Each party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby shall be brought in the state courts of the State of Delaware or the United States District Court for the District of Delaware and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth or referred to in Section 9.01, such service to become effective ten days after such mailing.

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        Section 9.08    Counterparts; Effectiveness.

        This Agreement may be signed in any number of counterparts (including by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

        Section 9.09    Entire Agreement.

        This Agreement, the Company Disclosure Letter and the Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder except for the provisions of Section 6.06, which are intended for the benefit of the Company's former and present officers and directors.

        Section 9.10    Headings.

        The table of contents and headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

        Section 9.11    Severability.

        If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other terms and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

        Section 9.12    WAIVER OF JURY TRIAL.

        EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

        Section 9.13    Specific Performance.

        The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedies at Law or in equity.

        Section 9.14    Limitations on Warranties.

        (a)   Except for the representations and warranties contained in is Agreement, the Company Disclosure Letter and any agreements or certificates delivered pursuant to this Agreement, the Company makes no other express or implied representation or warranty to Parent or Merger Subsidiary. Parent and Merger Subsidiary each acknowledge that, in entering into this Agreement, it has not relied on any representations or warranties of the Company other than the representations and warranties of the Company set forth in this Agreement, the Company Disclosure Letter or any agreements or certificates delivered pursuant to this Agreement.

        (b)   Except for the representations and warranties contained in this Agreement and any agreements or certificates delivered pursuant to this Agreement, Parent and Merger Subsidiary make no other express or implied representation or warranty to the Company. The Company acknowledges that, in entering into this Agreement, it has not relied on any representations or warranties of Parent and Merger Subsidiary other than the representations and warranties of Parent and Merger Subsidiary set forth in this Agreement or any agreements or certificates delivered pursuant to this Agreement.

[Signature Page Follows]

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Forest Oil Company
By:	/s/ NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Senior Vice President, General Counsel and Secretary
The Wiser Oil Company
By:	/s/ GEORGE K. HICKOX, JR.
Name:	George K. Hickox, Jr.
Title:	Chief Executive Officer
TWOCO Acquisition Corp.
By:	/s/ NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Vice President

Annex A

        Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or purchase or pay for any Shares, may postpone the acceptance for payment of Shares tendered pursuant to the Offer, and may terminate the Offer in each case in accordance with the Agreement, if (w) the Minimum Condition (as defined below) shall not have been satisfied by the expiration date of the Offer or (x) the applicable waiting period under the Competition Act shall not have expired or an advance ruling certificate pursuant to Section 102 of the Competition Act shall not have been issued by the Commissioner of Competition appointed under the Competition Act (the "Commissioner") or, in the alternative, a "no action letter" shall not have been issued by the Commissioner indicating that the Commissioner has determined not to make an application for an order under Section 92 of the Competition Act, (y) the Investment Review Division of Industry Canada has not confirmed that the investment by Parent in the Company's Canadian business is not reviewable under the Investment Canada Act and if an application for review of such investment has been filed by Parent with Industry Canada, the investment has not been approved, or (z) at any time on or after the date of this Agreement and before the acceptances of Shares for payment by Merger Subsidiary, any of the following conditions exist:

        (a)   there shall be instituted or pending any action or proceeding by any Governmental Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some of or all the Shares by Parent or Merger Subsidiary or the consummation of the Merger, (ii) seeking to obtain damages or otherwise directly or indirectly relating to the transactions contemplated by this Agreement, including the Offer or the Merger or the Stockholder Agreements, (iii) seeking to restrain or prohibit Parent's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (iv) seeking to impose or confirm material limitations on the ability of Parent, Merger Subsidiary or any of Parent's other Subsidiaries or Affiliates effectively to exercise full rights of ownership of the Shares, including the right to vote any Shares acquired or owned by Parent, Merger Subsidiary or any of Parent's other Subsidiaries or Affiliates on all matters properly presented to the Company's stockholders, (v) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent's other Subsidiaries or Affiliates of any Shares, (vi) seeking to compel Parent or any of its Subsidiaries to dispose of or hold separate any material portion of (A) the business, assets or properties of the Company and its Subsidiaries, taken as a whole, or (B) the business, assets or properties of Parent and its Subsidiaries, taken as a whole or (vii) that otherwise, in the good faith judgment of Parent, has a Company Material Adverse Effect; or

        (b)   there shall have been any action taken, or any Law or Order, enacted, enforced, promulgated, issued or deemed applicable to the Offer or the Merger, by any Governmental Authority or there shall be instituted or pending any action or proceeding by any Person, domestic or foreign, before any Governmental Authority, that in either case, in the good faith judgment of Parent, is reasonably likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (vii) of paragraph (a) above; or

        (c)   Since December 31, 2003, there has been any event, occurrence or development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; or

1

        (d)   the Board of Directors of the Company shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Parent, its approval or recommendation of this Agreement, the Offer or the Merger, or shall have recommended, or entered into, or publicly announced its intention to enter into, an agreement or an agreement in principle with respect to a Superior Proposal (or shall have resolved to do any of the foregoing); or

        (e)   (i) any of the representations and warranties of the Company contained in this Agreement shall not be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifiers set forth therein), as of the date of this Agreement and as of such latter time, other than such representations and warranties that are made as of a specified date, which representations and warranties shall not have been be true and correct as of such date, except, in each case, where the failure of such representations and warranties to be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifiers set forth therein) has not had and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, or (ii) any of the representations and warranties of the Company contained in Sections 4.03 (Capitalization), 4.04 (Authorization of Agreement; Board Recommendation; Required Vote) or 4.24(d) (Payments to Stockholders) shall not be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifiers set forth therein), as of the date of this Agreement and as of such latter date, other than such representations and warranties that are made as of a specified date, which representations and warranties shall not have been be true and correct as of such date in all material respects, or (iii) the Company shall not have performed in all material respects each obligation, agreement and covenant to be performed by it under the Agreement; or

        (f)    at least 95% of the Shares subject to issued and outstanding options under the Company Stock Plans shall have been amended as provided in Section 6.17 to permit the conversion thereof in accordance with Section 3.08; or

        (g)   this Agreement shall have been terminated in accordance with its terms.

        For purposes of this Annex A, the term "Minimum Condition" means that there shall have been validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that would constitute more than 50% of the voting power (determined on a fully diluted basis but excluding the Company Warrants) on the date of purchase of all the securities of the Company entitled to vote in the election of directors or in a merger.

        The foregoing conditions (other than the Minimum Condition) are for the sole benefit of Parent and Merger Subsidiary and may, except as provided otherwise in Section 2.01(a) of this Agreement, be waived by Parent and Merger Subsidiary in whole or in part at any time and from time to time in their discretion. The failure by Parent or Merger Subsidiary at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the Effective Time.

2

Exhibit A

Agreement and Plan of Merger

SCHEDULE OF DEFINED TERMS

        The following terms when used in the Agreement shall have the meanings set forth below:

        "Acceptance Date" means the first date on which the Merger Subsidiary purchases any Shares pursuant to the Offer.

        "Acquisition Proposal" means any contract, proposal, offer or other indication of interest (whether or not in writing and whether or not delivered to the stockholders of the Company generally) relating to any of the following (other than the transactions contemplated by this Agreement or the Merger): (a) any merger, share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly or indirectly involving the Company or its Subsidiaries, (b) the acquisition in any manner, directly or indirectly, of any business that generates 15% or more of the Company's consolidated net revenues, net income or stockholders' equity, or assets representing 15% of the book value of the assets of the Company and its Subsidiaries, taken as a whole, (or any license, lease, long-term supply agreement, exchange, mortgage, pledge or other arrangement having a similar economic effect) in each case in a single transaction or a series of related transactions, or (c) any acquisition of beneficial ownership (as defined under Section 13(d) of the Exchange Act direct or indirect) of 15% or more of the Shares or the capital stock of the Company whether in a single transaction or a series of related transactions.

        "Adverse Market Change" means any general suspension of trading in, or limitation on prices for, securities on the NYSE, any declaration of a banking moratorium by any Governmental Authority or any general suspension of payments in respect of banks in the United States that regularly participate in the United States market in loans to large corporations, any material limitation by any Governmental Authority in the United States that materially affects the extension of credit generally by banks or other lending institutions in the United States that regularly participate in the market in loans to large corporations, any commencement of a war involving the United States, any commencement of war involving the United States or any commencement of armed hostilities or other national or international calamity, including a significant terrorist attack or similar event, involving the United States that has a material adverse effect on bank syndication or financial markets in the United States or, in the case of any of the foregoing occurrences existing on or at the time of commencement of the Offer, a material acceleration or worsening thereof.

        "Affiliate" means, when used with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. As used in the definition of "Affiliate," the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

        "Agreement" shall have the meaning as set forth in the opening paragraph.

        "Authorization" shall mean any and all permits, licenses, authorizations, franchises, orders, certificates, registrations or other approvals granted by any Governmental Authority.

        "Benefit Plans" shall mean, with respect to a specified Person, any employee pension benefit plan (whether or not insured), as defined in Section 3(2) of ERISA, any employee welfare benefit plan (whether or not insured) as defined in Section 3(1) of ERISA, any plans that would be employee pension benefit plans or employee welfare benefit plans if they were subject to ERISA, such as foreign plans and plans for directors, any stock bonus or other equity compensation, stock

1

ownership, stock option, stock purchase, stock appreciation rights, phantom stock, severance, retention, employment, vacation, holiday, sick leave, change-in-control, deferred compensation and any bonus or incentive compensation plan, agreement, program or policy (whether qualified or nonqualified, written or oral) sponsored, maintained, or contributed to by the specified Person or any of its Subsidiaries for the benefit of any of the present or former directors, officers, employees, agents, consultants or other similar representatives providing services to or for the specified Person or any of its Subsidiaries in connection with such services or any such plans which have been so sponsored, maintained or contributed to within six years prior to the date of this Agreement; provided, however, that such term shall not include (a) routine employment policies and procedures developed and applied in the ordinary course of business and consistent with past practice, including wage policies, (b) workers compensation insurance and (c) directors and officers liability insurance.

        "Board of Directors" means, with respect to any Person, the board of directors of such Person.

        "Business Day" means any day, other than Saturday, Sunday or a United States federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern time; provided that for purposes of Article II, "Business Day" as it relates to time periods prescribed under the Securities Act or the Exchange Act shall have the meaning given to such term in Rule 14d-1(g)(3) of the Exchange Act.

        "Bylaws" means, with respect to any Person, the bylaws of such Person in effect on the date hereof unless the context otherwise requires.

        "Certificate of Incorporation" means, with respect to any Person, the certificate of incorporation or articles of amalgamation, as applicable, of such Person in effect on the date hereof unless the context otherwise requires.

        "Certificate of Merger" shall have the meaning as set forth in Section 3.01(b).

        "Certificates" shall have the meaning as set forth in Section 3.07(b).

        "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

        "Company" shall have the meaning as set forth in the opening paragraph.

        "Company Annual Report" shall mean the Annual Report on Form 10-K of the Company for the year ended December 31, 2003 filed with the SEC.

        "Company Benefit Plans" shall mean Benefit Plans with respect to the Company or any of its Subsidiaries.

        "Company Disclosure Documents" shall have the meaning as set forth in Section 4.24(a).

        "Company Disclosure Letter" means the disclosure letter from the Company to Parent, dated the date hereof.

        "Company Material Adverse Effect" shall mean a Material Adverse Effect on the Company; provided, that in no event shall any of the following constitute a Company Material Adverse Effect: (i) any change or effect resulting from changes in general economic, regulatory or political conditions, conditions in the United States or worldwide capital markets or any outbreak of hostilities or war (except for any changes referred to in this subclause which, individually or in the aggregate, disproportionately affect the business, assets, properties, liabilities, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, as compared to other industry participants), (ii) any change or effect that affects the oil and gas exploration and

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development industry or exploration and production companies of a similar size to the Company and a majority of whose reserves are natural gas generally (including changes in commodity prices, general market prices and regulatory changes affecting the oil and gas industry or exploration and production companies of a similar size to the Company and a majority of whose reserves are natural gas generally) (except for any changes referred to in this subclause which, individually or in the aggregate, disproportionately affect the business, assets, properties, liabilities, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, as compared to other industry participants, and exploration and production companies of a similar size to the Company and a majority of whose reserves are natural gas), (iii) any change in the trading prices or trading volume of the Company's capital stock (but not any change or effect underlying such change in prices or volume to the extent such change or effect would otherwise constitute a Company Material Adverse Effect), (iv) any failure by the Company to meet any published revenue or earnings projections (but not any change or effect underlying such failure to the extent such change or effect would otherwise constitute a Company Material Adverse Effect), (v) any change or effect resulting from the announcement or pendency of this Agreement, the Offer, the Merger or the other transactions contemplated hereby (provided that the exception in this subclause (v) shall not apply to the use of the term "Material Adverse Effect" with respect to the representations and warranties contained in Sections 4.06, 4.13(i) or 4.13(j) or clause (e) of Annex A insofar as it relates to the representations and warranties contained in Sections 4.06, 4.13(i) or 4.13(j)), or (vi) any change or effect resulting from a change in the laws applicable to the Company or any of its Subsidiaries.

        "Company Payout Balances" means the status, as of the dates of Company's calculations, of the recovery by Company or a third party of a cost amount specified in the contract relating to a well out of the revenue from such well where the net revenue interest of Company therein will be reduced or increased when such amount has been recovered.

        "Company Preferred Stock" shall mean the preferred stock of the Company, par value $10.00 per share.

        "Company Reserve Report" shall have the meaning as set forth in Section 4.19.

        "Company Stock Options" shall have the meaning as set forth in Section 3.08(a).

        "Company Stock Plans" shall mean The Wiser Oil Company 1991 Stock Incentive Plan and The Wiser Oil Company 1991 Non-Employee Directors' Option Plan, each as amended through the date hereof.

        "Company Warrants" shall mean warrants to purchase 741,716 Shares at an exercise price of $4.25 per share.

        "Company's Consolidated Balance Sheet" shall mean the consolidated balance sheet of the Company as of March 31, 2004 included in the Company's Consolidated Financial Statements.

        "Company's Consolidated Financial Statements" shall mean the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2002 and 2003 and the related consolidated statements of operations and cash flows for the fiscal years ended December 31, 2001, 2002 and 2003, together with the notes thereto and included in the Company Annual Report and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2004 and the related unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2004 and included in the Company Current Year's SEC Reports.

        "Company's Disclosure Letter" shall mean a letter of even date herewith delivered by the Company to the Parent Companies prior to the execution of the Agreement and certified by a duly

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authorized officer of the Company, which identifies exceptions to the Company's representations and warranties contained in Article IV by specific Section and subsection references.

        "Competition Act" means the Competition Act (Canada).

        "Confidentiality Agreement" shall mean that certain confidentiality agreement between the Parent and the Company dated February 23, 2004.

        "Control" (including the terms "controlled," "controlled by" and "under common control with") means (except where another definition is expressly indicated) the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise.

        "Court" shall mean any court or arbitration tribunal of the United States, any foreign country or any domestic or foreign state, and any political subdivision thereof.

        "Current Company Benefit Plans" shall mean Benefit Plans that are sponsored, maintained or contributed to by the Company or any of its Subsidiaries as of the date of this Agreement.

        "Current Year's SEC Reports" of a Person shall mean SEC Reports filed or required to be filed by such Person since December 31, 2003.

        "Derivative Transaction" shall have the meaning as set forth in Section 4.20(b).

        "Delaware Secretary of State" shall have the meaning as set forth in Section 3.01(b).

        "DGCL" shall mean the General Corporation Law of the State of Delaware.

        "Disbursing Agent" shall have the meaning as set forth in Section 3.07(a).

        "Dissenting Shares" shall have the meaning as set forth in Section 3.09(a).

        "Effective Time" shall have the meaning as set forth in Section 3.01(b).

        "End Date" shall have the meaning as set forth in Section 8.01(b).

        "Environmental Law or Laws" shall mean any and all Laws pertaining to health, safety or the environment currently in effect and applicable to a specified Person and its Subsidiaries, including the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Hazardous & Solid Waste Amendments Act of 1984, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, the Oil Pollution Act of 1990, as amended ("OPA"), any state or local Laws implementing the foregoing federal Laws, and all other environmental conservation or protection Laws. For purposes of the Agreement, the terms "hazardous substance" and "release" have the meanings specified in CERCLA; provided, however, that, to the extent the Laws of the state or locality in which the property is located establish a meaning for "hazardous substance" or "release" that is broader than that specified in either CERCLA, such broader meaning shall apply, and the term "hazardous substance" shall include all dehydration and treating wastes, waste (or spilled) oil, and waste (or spilled) petroleum products, and (to the extent in excess of background levels) radioactive material, even if such are specifically exempt from classification as hazardous substances pursuant to CERCLA or RCRA or the analogous statutes of any jurisdiction applicable to the specified Person or its Subsidiaries or any of their respective properties or assets.

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        "Equity Securities" shall mean, with respect to a specified Person, any shares of capital stock of, or other equity interests in, or any securities that are convertible into or exchangeable for any shares of capital stock of, or other equity interests in, or any options, warrants or rights of any kind to acquire any shares of capital stock of, or other equity interests in, such Person.

        "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and the Regulations promulgated thereunder.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the Regulations promulgated thereunder.

        "Exchange Fund" shall have the meaning as set forth in Section 3.07(a).

        "GAAP" shall mean accounting principles generally accepted in the United States as in effect from time to time.

        "Good and Marketable Title" shall mean such title that: (i) is deducible of record (from the records of the applicable parish or county or (A) in the case of federal leases, from the records of the applicable office of the Minerals Management Service or Bureau of Land Management, (B) in the case of Indian leases, from the applicable office of the Bureau of Indian Affairs, (C) in the case of state leases, from the records of the applicable state land office) or is assignable to Company or its Subsidiaries out of an interest of record (as so defined) because of the performance by Company or its Subsidiaries of all operations required to earn an enforceable right to such assignment; (ii) except as set forth in Section 4.18(b) of the Company's Disclosure Letter, entitles Company or its Subsidiaries to receive a percentage of Hydrocarbons produced, saved and marketed from such well or property not less than the interest set forth in the Company Reserve Report with respect to each proved property evaluated therein under the caption "Net Revenue Interest" or "NRI" without reduction during the life of such property except as stated in the Company Reserve Report; and (iii) obligates Company and its Subsidiaries to pay costs and expenses relating to each such proved property in an amount not greater than the interest set forth under the caption "Working Interest" or "WI" in the Company Reserve Report with respect to such property without increase over the life of such property except as shown on the Company Reserve Report.

        "Governmental Authority" shall mean any governmental agency or authority (including a Court) of the United States, any foreign country, or any domestic or foreign state, and any political subdivision thereof, and shall include any multinational authority having governmental or quasi-governmental powers.

        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the Regulations promulgated thereunder.

        "Hydrocarbons" shall mean oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons.

        "Independent Directors" shall have the meaning as set forth in Section 2.03(b).

        "Intellectual Property" shall mean all patents, patent rights, trademarks, rights, trade names, trade name rights, service marks, service mark rights, copyrights, technology, know-how, processes and other proprietary intellectual property rights and computer programs.

        "Investment Canada Act" means the Investment Canada Act (Canada).

        "IRS" shall mean the Internal Revenue Service.

        "Knowledge" shall mean, with respect to either the Company or the Parent, the actual knowledge of any executive officer of such party.

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        "Law" shall mean all laws, statutes, ordinances and Regulations of the United States, any state of the United States, any foreign country, any foreign state and any political subdivision thereof, including all decisions of Courts having the effect of law in each such jurisdiction.

        "Lien" shall mean any mortgage, pledge, security interest, adverse claim, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing), any conditional sale or other title retention agreement, any lease in the nature thereof or the filing of or agreement to give any financing statement under the Laws of any jurisdiction.

        "Material Adverse Effect" shall mean with respect to a specified Person, any change, effect, event, circumstance or occurrence with respect to the business, condition (financial or otherwise), results of operations, properties, assets, liabilities or obligations of such Person or those of its Subsidiaries, that is, or would be reasonably expected to have a material adverse effect on the current or future business, assets, properties, liabilities or obligations, results of operations or condition (financial or otherwise) of the Person and its Subsidiaries, taken as a whole, or on the ability of the Person to perform in a timely manner its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

        "Material Contract" shall mean each contract, lease, indenture, agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or to which any of the assets or operations of the Company or any of its Subsidiaries is subject that (a) is of a type that would be required to be included as an exhibit to a registration statement on Form S-1 pursuant to Paragraph (2), (4) or (10) of Item 601(b) of Regulation S-K under the Securities Act if such a registration statement were to be filed by the Company under the Securities Act on the date of determination, or (b) is described below:

        (1)   Any collective bargaining agreement or other contract with any labor union, collective bargaining representative, works council, or other form of employee representative.

        (2)   any contract, agreement or understanding limiting or restricting the freedom of the Company or any of its Subsidiaries (A) to engage in any line of business, (B) to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any asset, (C) to compete with any Person or (D) to engage in any business or activity in any geographic region.

        (3)   any lease or similar agreement under which the Company or any of its Subsidiaries is the lessor of, or makes available for use by any third Person, any tangible personal property owned by the Company or any of its Subsidiaries for an annual rent in excess of $25,000, in each case;

        (4)   any contract, agreement, understanding or instrument relating to any outstanding loan or advance by the Company or any of its Subsidiaries to, or investment by the Company or any of its Subsidiaries in, any Person (excluding trade receivables and advances to employees for normally incurred business expenses each arising in the ordinary course of business consistent with past practice);

        (5)   any partnership, joint venture or profit sharing agreement with any Person, which partnership, joint venture or profit sharing agreement generated revenues during its most recently completed fiscal year or is expected to generate net revenues to the Company or its Subsidiaries during the current fiscal year of $50,000 or more;

        (6)   any employment or consulting agreement, contract or commitment between the Company or any of its Subsidiaries and any employee, officer, director or consultant thereof;

        (7)   any contract, agreement or understanding relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of assets having a book value or fair market value in excess of $50,000;

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        (8)   contracts, agreements or understandings relating to any outstanding commitment for capital expenditures in excess of $100,000;

        (9)   contracts, agreements or understandings containing provisions applicable upon a change of control of the Company or any of its Subsidiaries;

        (10) contracts, agreements or understandings with former or present directors or officers;

        (11) confidentiality or standstill agreements with any Person that restrict the Company or any of its Subsidiaries in the use of any information or the taking of any actions that were entered into in connection with the consideration by the Company or any of its Subsidiaries of any material acquisition of assets or Equities Securities;

        (12) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit involving amounts in excess of $100,000;

        (13) except for contracts, agreements or understandings the subject matter of which are subject to any of the clauses (1) through (12) above, any contract, agreement or understanding involving payments by or to the Company or any of its Subsidiaries in excess of $100,000; and

        (14) any other agreement which is material to the Company and its Subsidiaries taken as a whole.

        "Merger" shall have the meaning as set forth in the Recitals.

        "Merger Consideration" shall have the meaning as set forth in Section 3.06(b).

        "Merger Subsidiary" shall have the meaning as set forth in the opening paragraph.

        "Minimum Condition" shall have the meaning as set forth in Annex A.

        "Negotiation Period" shall have the meaning as set forth in Section 8.01(f).

        "NYSE" shall mean the New York Stock Exchange, Inc.

        "Offer" shall have the meaning as set forth in the Recitals.

        "Offer Documents" shall have the meaning as set forth in Section 2.01(b).

        "Offer Price" shall have the meaning as set forth in the Recitals.

        "Oil and Gas Interests" means (i) direct and indirect interests in and rights with respect to oil, gas, mineral, and related properties and assets of any kind and nature, direct or indirect, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other nonworking interests and nonoperating interests; (ii) all interests in rights with respect to Hydrocarbons and other minerals or revenues therefrom, all contracts in connection therewith and claims and rights thereto (including all oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions; (iii) all easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (iv) all interests in equipment and machinery (including wells, well equipment and machinery), oil and gas production, gathering, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries, and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the foregoing.

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        "Option Consideration" means the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company Stock Option immediately prior to the Effective Time.

        "Order" shall mean any judgment, order or decree of any Court or other Governmental Authority, federal, foreign, state or local, of competent jurisdiction.

        "Parent" shall have the meaning as set forth in the opening paragraph.

        "Parent Material Adverse Effect" shall mean a Material Adverse Effect on the Parent.

        "PBGC" shall mean the Pension Benefit Guaranty Corporation.

        "Permitted Liens" shall mean:

        (a)   Liens associated with obligations reflected in the Company's Consolidated Balance Sheet,

        (b)   consents to assignment and similar contractual provisions affecting such property or asset with respect to which consents are obtained from appropriate parties, or, in the case of consents of Governmental Authorities, if such consents are customarily obtained subsequent to a sale or conveyance;

        (c)   preferential rights to purchase and similar contractual provisions affecting such property or asset with respect to which waivers are obtained from the appropriate parties or the appropriate time period has expired without an exercise of the rights;

        (d)   rights reserved to or vested in a Governmental Authority having jurisdiction to control or regulate such property or asset in any manner whatsoever and all laws of such Governmental Authorities;

        (e)   easements, rights-of-way, permits, licenses, servitudes, surface leases, sub-surface leases, grazing rights, logging rights, ponds, lakes, waterways, canals, ditches, reservoirs, equipment, pipelines, utility lines, railways, streets, roads and structures on, over or through such asset that do not materially affect or impair the ownership, use or operation of such property or asset;

        (f)    liens for current Taxes or assessments not yet delinquent;

        (g)   liens of operators relating to obligations not yet delinquent;

        (h)   any (i) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to maintenance, development, production or operation of such property or asset or for the purpose of developing, producing or processing Hydrocarbons therefrom or therein, and (ii) statutory materialman's, mechanics', repairmans', employees', contractors' or other similar liens or charges relating to obligations not yet delinquent;

        (i)    the terms and conditions of the instruments creating such property or asset (including all oil and gas leases) and all lessors' royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of production (in each case) that do not operate to reduce the net revenue interest (referred to herein as "NRI") for such property or asset (if any) set forth in the Company Reserve Report or increase the working interest (referred to herein as "WI") for such property or asset (if any) set forth in the Company Reserve Report, without a corresponding increase in the corresponding NRI;

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        (j)    defects and irregularities that do not, individually or in the aggregate, result in a Company Material Adverse Effect;

        (k)   production sales contracts; division orders; contracts for sale, purchase, exchange, refining or processing of Hydrocarbons; farm-out or farm-in agreements; participation agreements; unitization and pooling designations, declarations, orders and agreements; operating agreements; agreements of development; area of mutual interest agreements; gas balancing and deferred production agreements; plant agreements; production handling agreements; processing agreements; pipeline, gathering and transportation agreements; injection, repressuring and recycling agreements; carbon dioxide purchase or sale agreements; and salt water or other disposal agreements, (in each case) to the extent the same (i) are ordinary and customary to the oil, gas and other mineral exploration, development, processing or extraction business and (ii) except in connection with actions taken by the Surviving Corporation or its Subsidiaries after the Effective Time, do not operate to reduce the NRI for such property or asset (if any) set forth in the Company Reserve Report, without a corresponding increase in the corresponding NRI; and

        (l)    all defects and irregularities affecting such property or asset that do not operate to reduce the NRI for such property or asset (if any) set forth in the Company Reserve Report or increase the WI for such property or asset (if any) set forth in the Company Reserve Report, without a corresponding increase in the corresponding NRI, and do not otherwise interfere materially with the operation, value or use of such property or asset.

        "Person" shall mean (i) an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity, but shall not include a Governmental Authority, or (2) any "person" for purposes of Section 13(d)(3) of the Exchange Act.

        "Petrie Parkman" shall mean Petrie Parkman & Co., Inc.

        "Proxy Statement" shall have the meaning as set forth in Section 4.24(a).

        "Regulation" shall mean any rule or regulation of any Governmental Authority having the effect of Law or of any rule or regulation of any self-regulatory organization, such as the NYSE.

        "Representatives" means, when used with respect to Parent or the Company, the directors, officers, employees, consultants, accountants, legal counsel, financing sources, investment bankers, agents, controlling persons and other representatives of Parent, its Affiliates and its Subsidiaries, or the Company, its Affiliates and its Subsidiaries.

        "Required Company Vote" shall have the meaning as set forth in Section 4.04(b).

        "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the Regulations promulgated thereunder.

        "Schedule 14D-9" shall have the meaning as set forth in Section 2.02(b).

        "Schedule TO" shall have the meaning as set forth in Section 2.01(b).

        "SEC" means the Securities and Exchange Commission.

        "SEC Reports" shall mean (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K and (5) all other reports, schedules, registration statements or other documents required to be filed by a specified Person with the SEC pursuant to the Securities Act or the Exchange Act.

        "Section 16" shall have the meaning as set forth in Section 3.08(b).

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        "Securities Act" shall mean the Securities Act of 1933, as amended, and the Regulations promulgated thereunder.

        "Shares" shall have the meaning as set forth in the Recitals.

        "Stockholder Agreements" shall have the meaning as set forth in the recitals.

        "Stockholders Meeting" shall have the meaning as set forth in Section 6.08.

        "Subsequent Period" shall have the meaning as set forth in Section 2.01(c).

        "Subsidiary" of a specified Person shall be any corporation, partnership, limited liability company, joint venture or other legal entity of which the specified Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, 50% or more of the stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity or of which the specified Person controls the management.

        "Superior Proposal" means a bona fide written Acquisition Proposal made by a third party for at least a majority of the voting power of the Company's then outstanding securities or all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, if the Board of Directors of the Company determines in good faith by a vote of a majority of the entire Board of Directors of the Company (based on, among other things, the advice of its independent financial advisors and after consultation with outside counsel), taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making such proposal, that such proposal (i) would, if consummated in accordance with its terms, be more favorable, from a financial point of view, to the holders of the Shares than the transactions contemplated by this Agreement (taking into account any adjustments to the terms and conditions of this Agreement, the Offer or the Merger offered in writing by Parent, and any amounts payable pursuant to Section 9.04 by the Company), (ii) contains conditions which are all reasonably capable of being satisfied in a timely manner, (iii) is not subject to any financing contingency or to the extent financing for such proposal is required, that such financing is then committed, and (iv) was not made in violation of any standstill or similar agreement to which the Company or any of its Subsidiaries is a party.

        "Surviving Bylaws" shall have the meaning as set forth in Section 3.03.

        "Surviving Charter" shall have the meaning as set forth in Section 3.02.

        "Surviving Corporation" shall have the meaning as set forth in Section 3.01.

        "Tax" or "Taxes" shall mean all taxes, charges, imposts, tariffs, fees, levies or other similar assessments or liabilities, including income taxes, ad valorem taxes, excise taxes, withholding taxes, social security taxes, stamp taxes, value added taxes or other taxes of or with respect to gross receipts, premiums, real property, personal property (tangible and intangible), windfall profits, sales, use, transfers, licensing, registration, employment, capital stock, unemployment, disability, payroll, estimated and franchises imposed by or under any Law; and such terms shall include any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any such tax or any contest or dispute thereof.

        "Tax Items" shall have the meaning as set forth in Section 4.14(a).

        "Tax Returns" shall have the meaning as set forth in Section 4.14(a).

        "Terminated Company Benefit Plans" shall mean Benefit Plans that were sponsored, maintained or contributed to by the Company or any of its Subsidiaries within six years prior to the date of this Agreement but which have been terminated prior to the date of this Agreement.

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        "Trigger Event" shall have the meaning as set forth in Section 3.08(a).

        "Warrant Consideration" shall mean the excess of the Merger Consideration over the per share exercise price of the applicable Company Warrant immediately prior to the Effective Time.

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AGREEMENT AND PLAN OF MERGER AMONG FOREST OIL CORPORATION, TWOCO ACQUISITION CORP. AND THE WISER OIL COMPANY May 21, 2004
AGREEMENT AND PLAN OF MERGER
ARTICLE II THE OFFER
ARTICLE VI COVENANTS
Annex A
Exhibit A Agreement and Plan of Merger SCHEDULE OF DEFINED TERMS

EX-99.(D)(2)

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Exhibit 99(d)(2)

STOCKHOLDER AGREEMENT

        THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of May 21, 2004, by and among Forest Oil Corporation, a New York corporation (together with its successors, "Parent"), TWOCO Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of The Wiser Oil Company, a Delaware corporation (the "Company").

RECITALS

        Parent, Merger Subsidiary and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") which provides, among other things, that Merger Subsidiary will make a cash tender offer (the "Offer") for all of the issued and outstanding shares of Company Common Stock (as defined below) and, following the consummation of the Offer, will merge with and into the Company (the "Merger"), in each case upon the terms and subject to the conditions set forth in the Merger Agreement.

        The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of securities of the Company as indicated on the Schedule I to this Agreement; and

        In order to induce Parent and Merger Subsidiary to enter into the Merger Agreement, the Stockholder is entering into this Agreement.

        NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

Section 1.Certain Definitions.

        For purposes of this Agreement:

        (a)   "Company Common Stock" shall mean the common stock, par value $0.01 per share, of the Company.

        (b)   "Company Warrants" shall mean warrants to purchase 741,716 shares of Company Common Stock at an exercise price of $4.25 per share.

        (c)   "Expiration Date" shall mean the earliest of:

          (i)  the date upon which the Merger Agreement is validly terminated pursuant to Section 8.01 thereof;

         (ii)  the date on which the Parent or Merger Subsidiary shall have purchased and paid for all of the Subject Securities;

        (iii)  the date upon which the Merger becomes effective;

        (iv)  the date upon which the Merger Agreement is amended to reduce the Offer Price or in any other manner adverse in any material respect to the Stockholder; and

         (v)  the End Date.

        (d)   The Stockholder shall be deemed to "Own" or to have acquired "Ownership" of a security if the Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such security.

        (e)   "Person" shall mean any individual, corporation, limited liability company, partnership, trust or other entity, or governmental authority.

        (f)    "Subject Securities" shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options and other rights to acquire shares of Company Common Stock including Company Warrants) Owned by the Stockholder as of the date of this Agreement;

and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options and other rights to acquire shares of Company Common Stock) of which the Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

        (g)   A Person shall be deemed to have a effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers, distributes or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; (iii) grants any proxy, power-of-attorney or other authorization or consent with respects to any such security or any interest therein; (iv) deposits any such security or any interest therein into a voting trust, or enters into a voting agreement or arrangement with respect to any such security or any interest therein; or (v) takes any other action that would in any way materially restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby.

        (h)   Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

Section 2.Transfer of Subject Securities.

        (a)    Transferee of Subject Securities to be Bound by this Agreement.    The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with Wiser Investment Company, LLC ("WIC") granting WIC certain voting rights with respect to the Subject Securities and that WIC and Stockholder have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC ("MRG") pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

        (b)    No Transfer of Voting Rights.    The Stockholder shall ensure that, except for voting agreements in favor of WIC existing on the date hereof and except for the Stockholders Agreement dated May 26, 2000 among the Company, the Stockholder and certain other stockholders of the Company (the "Stockholders Agreement"), during the period from the date of this Agreement through the Expiration Date: (a) none of the Subject Securities Owned by the Stockholder is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement

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or similar agreement is entered into, with respect to any of the Subject Securities Owned by the Stockholder.

Section 3.Tender of Subject Securities.

        The Stockholder agrees:

        (a)   to tender the Company Common Stock Owned by the Stockholder into the Offer promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") other than the Lien of MRG which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by MRG in Stockholder's letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of MRG and termination of any voting agreement in favor of WIC is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement;

        (b)   to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement;

        (c)   in the event (i) the Merger Agreement is terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities

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sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the "Estimated Payment") of the amount owed pursuant to this Section 3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary acknowledge and agree that because of the undertaking by Stockholder in this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer Price (i) on and after the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer and voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this

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Agreement, and any of the Stockholder's designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and

        (d)   that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WIC or Dimeling, Schreiber and Park Reorganization Fund II, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Section 4.Voting of Subject Securities.

        Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

          (i)  at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company's Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and

         (ii)  in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.

Section 5.No Solicitation.

        During the period from the date of this Stockholder Agreement through the Expiration Date, the Stockholder shall not, nor shall the Stockholder authorize or permit any representative of the Stockholder to, directly or indirectly take any action prohibited by Section 6.03 of the Merger Agreement. Nothing contained in this Section 5 shall prevent any person affiliated with the Stockholder who is a director or officer of the Company or designated by the Stockholder as a director of officer of the Company, when acting in his capacity as a director or officer of the Company, from exercising his fiduciary duties as a director or officer of the Company including, without limitation, taking any actions permitted under Section 6.03 of the Merger Agreement. In addition, nothing in this Agreement shall (or require the Stockholder to attempt to) limit or restrict any designee or affiliate of the Stockholder

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who is a director or officer of the Company from acting in such capacity or voting in such person's sole discretion on any matter (it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder's capacity as a stockholder of the Company). The Stockholder shall have no liability to Parent, Merger Subsidiary or any of their respective affiliates under this Agreement as a result of any action or inaction by any designee or affiliate of Stockholder who is a director or officer of the Company, in either case serving on the Company's board of directors or as an officer of the Company and acting in such person's capacity as a director, officer or fiduciary of the Company.

Section 6.Representations and Warranties of Stockholders.

        The Stockholder hereby represents and warrants to Parent and Merger Subsidiary as follows:

        (a)    Due Organization; Qualification.    The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has been duly incorporated, organized or formed and is validly existing and in good standing under the laws of the State of its incorporation, formation or organization. The Stockholder is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except where the failure to so qualify or be licensed would not have a material adverse effect on the Stockholder.

        (b)    Power; Due Authorization; Binding Agreement.    The Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has on the date hereof provided Parent a legal opinion or other evidence reasonably satisfactory to Parent that this Agreement has been duly authorized, executed and delivered by the Stockholder.

        (c)    No Conflicts or Consents.

          (i)  The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (B) subject to the consent of the Company (which consent of the Company has been obtained), conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties or assets is or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Subject Securities pursuant to, any contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's affiliates or properties is or may be bound or affected except that the consent of the Company and WIC (which consents of the Company and WIC have been obtained), are required for any Transfer, including the execution of this Agreement.

         (ii)  Except for the consent of the Company and WIC (which consents of the Company and WIC have been obtained) the execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require any consent or approval of any other Person.

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        (d)    Title to Securities.    As of the date of this Agreement: (a) except for the Lien in favor of MRG, the voting agreements and proxies in favor or WIC and the Stockholders Agreement, the Stockholder holds of record free and clear of any Liens the number of outstanding shares of Company Common Stock set forth under the heading "Company Common Stock Owned" on Schedule I hereto; and (b) the Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company.

        (e)    Absence of Litigation.    As of the date hereof, there is no litigation, suit, claim, action, proceeding or investigation pending, or to the knowledge of the Stockholder, threatened against the Stockholder, or any property or asset of the Stockholder, before any Governmental Authority that seeks to delay or prevent the consummation of the transactions contemplated by this Agreement.

        (f)    Accuracy of Representations.    The representations and warranties contained in this Agreement are true and correct as of the date of this Agreement and will be true and correct in all material respects at all times until the Expiration Date.

Section 7.Representations and Warranties of Parent and the Merger Subsidiary.

        Each of Parent and the Merger Subsidiary hereby represents and warrants to the Stockholder as follows:

        (a)    Due Organization, etc.    Each of Parent and the Merger Subsidiary has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation. Each of Parent and Merger Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent and the Merger Subsidiary have been duly authorized by all necessary action on the part of Parent and the Merger Subsidiary.

        (b)    No Conflict.

          (i)  The execution and delivery of this Agreement by Parent and Merger Subsidiary does not, and the performance of this Agreement by Parent and Merger Subsidiary will not: (A) conflict with or violate any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Parent or Merger Subsidiary or by which Parent or Merger Subsidiary or any of their properties or assets are or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the assets of Parent or Merger Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their affiliates or properties is or may be bound or affected.

         (ii)  The execution and delivery of the Merger Agreement by Parent and Merger Subsidiary do not, and the performance of the Merger Agreement by Parent and Merger Subsidiary will not: (A) conflict with or violate any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Parent or Merger Subsidiary or by which Parent or Merger Subsidiary or any of their properties or assets are or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time)

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in the creation of any Lien on any of the assets of Parent or Merger Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their affiliates or properties is or may be bound or affected, except in the case of matters described in clauses (B) and (C) that, individually or in the aggregate, would not have a Parent Material Adverse Effect.

        (iii)  The execution and delivery of this Agreement by Parent or Merger Subsidiary do not, and the performance of this Agreement by Parent or Merger Subsidiary will not, require any consent or approval of any other Person except as specifically set forth in the Merger Agreement.

        (iv)  The execution and delivery of the Merger Agreement by Parent or Merger Subsidiary do not, and the performance of the Merger Agreement by Parent or Merger Subsidiary will not, require any consent or approval of any other Person except as specifically set forth in the Merger Agreement or except where the failure to obtain such consents or approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect.

        (c)    Reliance by the Stockholder.    Each of Parent and Merger Subsidiary understands and acknowledges that the Stockholder is entering into this Agreement in reliance upon the execution and delivery of the Merger Agreement by Parent and Merger Subsidiary.

Section 8.Further Assurances.

        From time to time the Stockholder, Parent and Merger Subsidiary shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the other parties hereto may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

Section 9.Miscellaneous.

        (a)    Specific Performance.    The Stockholder agrees that in the event of any breach or threatened breach by the Stockholder of any covenant, obligation or other provision contained in this Agreement, Parent and Merger Subsidiary shall be entitled (in addition to any other remedy that may be available to Parent or Merger Subsidiary) to: (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (b) an injunction restraining such breach or threatened breach.

        (b)    Notices.    Any notice or other communication required or permitted to be delivered to Parent, Merger Subsidiary or the Stockholder under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

        If to Parent or Merger Subsidiary, to:

Forest Oil Corporation
1600 Broadway
Suite 2200
Denver, Colorado 80202
Attention: General Counsel
Telephone: (303) 812-1400
Facsimile: (303) 812-1510

        If to the Stockholder: to the address set forth on the signature page hereto.

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        (c)    Severability.    If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement.

        (d)    Governing Law; Jurisdiction.    This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. In any action between the parties hereto, whether arising out of this Agreement or otherwise: (a) each of the parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the Chancery or other Courts of the State of Delaware; (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in Delaware; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9(b) hereof.

        (e)    Waiver.    No failure of any party to this Agreement to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any such party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party to this Agreement shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered by such person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

        (f)    Attorneys' Fees.    If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any other party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

        (g)    Captions.    The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

        (h)    Entire Agreement.    This Agreement sets forth the entire understanding of Parent, Merger Subsidiary and the Stockholder relating to the subject matter hereof and supersedes all other prior agreements and understandings between Parent, Merger Subsidiary and the Stockholder relating to the subject matter hereof.

        (i)    Non-exclusivity.    The rights and remedies of any party to this Agreement are not exclusive of or limited by any other rights or remedies which such party may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

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        (j)    Amendments.    This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent, Merger Subsidiary and the Stockholder.

        (k)    Assignment; Binding Effect.    Neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other parties, and any attempted or purported assignment or delegation of any of such interests or obligations without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon each party's heirs, estate, executors, personal representatives, successors and assigns, and shall inure to the benefit of each party and their successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are Transferred until such time as is provided in clause (m) below. Nothing in this Agreement is intended to confer on any Person (other than Parent, Merger Subsidiary, the Stockholder and their successors and assigns) any rights or remedies of any nature.

        (l)    Expenses.    Except as specifically provided elsewhere in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

        (m)    Termination.    This Agreement shall automatically terminate and be of no further force and effect on the Expiration Date; provided, however, that the obligations of the Stockholder in Section 3(c), if applicable, will survive for a period of ten months following the Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any previous breach of this Agreement by such party.

        (n)    Public Announcement.    Except as required by Law, the parties to this Agreement shall consult with the other parties or with such other parties' counsel before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by the Merger Agreement and this Agreement.

        (o)    Certain Events.    In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Company Common Stock or the acquisition of additional Company Common Stock or other securities or rights of the Company by the Stockholder, through the exercise of options or otherwise, the number of Subject Securities shall be adjusted appropriately, and this Agreement and the obligations hereunder shall attach to any additional Company Common Stock or other securities or rights of the Company issued to or acquired by the Stockholder.

        (p)    Stockholder Capacity.    No person executing this Agreement (including, without limitation, such person's representatives, designees or affiliates) who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein or is obligated hereunder in his capacity as such director or officer. The Stockholder executes this Agreement solely in its capacity as the Owner of Subject Securities (as further set forth on Schedule I hereto), and nothing herein shall limit or affect any actions taken by the Stockholder (including, without limitation, such person's representatives, designees or affiliates) in that person's capacity as an officer or director of the Company.

        (q)    Stop Transfer Order; Legend.    In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject

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Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

        (r)    Counterparts.    This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

        (s)    Construction.

          (i)  For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

         (ii)  The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

        (iii)  As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

        (iv)  Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.

        (t)    Certain Agreement.    Stockholder agrees that in connection with an Acquisition Proposal subject to Section 3(c) hereof, Stockholder will not at a time when the Company is party to an agreement providing for an Acquisition Proposal or when Stockholder has knowledge that the Company intends to promptly enter into such an agreement, agree to accept a lower consideration per share in connection with such Acquisition Proposal than that paid to other stockholders of the Company if such agreement would result in Parent receiving less a lesser amount pursuant to Section 3(c).

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        IN WITNESS WHEREOF, Parent, Merger Subsidiary and the Stockholder have caused this Agreement to be executed as of the date first written above.

Forest Oil Corporation
By:	/s/  NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Senior Vice President, General Counsel & Secretary
TWOCO Acquisition Corp.
By:	/s/  NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Vice President
STOCKHOLDER:
Wiser Investors, L.P.
By:	Wiser Investment Company, LLC, general partner
By:	/s/  GEORGE K. HICKOX, JR. George K. Hickox, Jr., Member
Address: 1629 Locust St.                 Philadelphia, PA 19103

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Schedule I

Stockholder	Company Common Stock Owned
Wiser Investors, L.P.	2,462,842

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Exhibit 99(d)(2)

STOCKHOLDER AGREEMENT
RECITALS

EX-99.(D)(3)

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Exhibit 99(d)(3)

STOCKHOLDER AGREEMENT

        THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of May 21, 2004, by and among Forest Oil Corporation, a New York corporation (together with its successors, "Parent"), TWOCO Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of The Wiser Oil Company, a Delaware corporation (the "Company").

RECITALS

        Parent, Merger Subsidiary and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") which provides, among other things, that Merger Subsidiary will make a cash tender offer (the "Offer") for all of the issued and outstanding shares of Company Common Stock (as defined below) and, following the consummation of the Offer, will merge with and into the Company (the "Merger"), in each case upon the terms and subject to the conditions set forth in the Merger Agreement.

        The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of securities of the Company as indicated on the Schedule I to this Agreement; and

        In order to induce Parent and Merger Subsidiary to enter into the Merger Agreement, the Stockholder is entering into this Agreement.

        NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

Section 1.Certain Definitions.

        For purposes of this Agreement:

        (a)   "Company Common Stock" shall mean the common stock, par value $0.01 per share, of the Company.

        (b)   "Company Warrants" shall mean warrants to purchase 741,716 shares of Company Common Stock at an exercise price of $4.25 per share.

        (c)   "Expiration Date" shall mean the earliest of:

          (i)  the date upon which the Merger Agreement is validly terminated pursuant to Section 8.01 thereof;

         (ii)  the date on which the Parent or Merger Subsidiary shall have purchased and paid for all of the Subject Securities;

        (iii)  the date upon which the Merger becomes effective;

        (iv)  the date upon which the Merger Agreement is amended to reduce the Offer Price or in any other manner adverse in any material respect to the Stockholder; and

         (v)  the End Date.

        (d)   The Stockholder shall be deemed to "Own" or to have acquired "Ownership" of a security if the Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such security.

        (e)   "Person" shall mean any individual, corporation, limited liability company, partnership, trust or other entity, or governmental authority.

        (f)    "Subject Securities" shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options and other rights to acquire shares of Company Common Stock including Company Warrants) Owned by the Stockholder as of the date of this Agreement;

and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options and other rights to acquire shares of Company Common Stock) of which the Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

        (g)   A Person shall be deemed to have a effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers, distributes or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; (iii) grants any proxy, power-of-attorney or other authorization or consent with respects to any such security or any interest therein; (iv) deposits any such security or any interest therein into a voting trust, or enters into a voting agreement or arrangement with respect to any such security or any interest therein; or (v) takes any other action that would in any way materially restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby.

        (h)   Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

Section 2.Transfer of Subject Securities.

        (a)    Transferee of Subject Securities to be Bound by this Agreement.    The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder and Wiser Investors, L.P. ("WILP") have in connection with a loan previously pledged Subject Securities to Management Resources Group, LLC ("MRG") pursuant to a pledge agreement previously entered into by such parties and that the existence of such voting and pledge agreements and the continuing compliance by the parties thereto with such agreements shall not be deemed a Transfer in contravention of this Section 2(a); provided, however, that notwithstanding the foregoing no Transfer shall be permitted under such agreements if such Transfer would adversely affect the right and power of the Stockholder to tender the Subject Securities in the Offer or otherwise comply with its obligations under this Agreement unless the transferee in any such Transfer shall (i) execute a counterpart of this Agreement and (ii) agree to hold such Subject Securities subject to all of the terms and provisions of this Agreement and be treated as a Stockholder hereunder. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

        (b)    No Transfer of Voting Rights.    The Stockholder shall ensure that, except for the Stockholders Agreement dated May 26, 2000 among the Company, the Stockholder and certain other stockholders of the Company (the "Stockholders Agreement"), during the period from the date of this Agreement through the Expiration Date: (a) none of the Subject Securities Owned by the Stockholder is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities Owned by the Stockholder.

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Section 3.Tender of Subject Securities.

        The Stockholder agrees:

        (a)   to tender the Company Common Stock Owned by the Stockholder into the Offer promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") other than the Lien of MRG which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by MRG in Stockholder's letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of MRG is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement;

        (b)   to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement;

        (c)   in the event (i) the Merger Agreement is terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock

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prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the "Estimated Payment") of the amount owed pursuant to this Section 3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary acknowledge and agree that because of the undertaking by Stockholder in this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer Price (i) on and after the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer and voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder's designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and

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        (d)   that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WILP or Dimeling Schreiber and Park Reorganization Fund II, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Section 4.Voting of Subject Securities.

        (a)    Stockholder Agreement.    The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

          (i)  at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company's Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and

         (ii)  in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.

        (b)    No Exercise Requirement; Merger Agreement Treatment.    Nothing in this Agreement shall obligate the Stockholder to exercise or convert any options or other rights to acquire shares of Company Common Stock that are Owned by the Stockholder. The Stockholder shall not exercise any Company Warrants prior to the expiration of the Offer unless the Stockholder promptly tenders the Company Common Stock received and does not withdraw such Company Common Stock from the Offer; it being expressly understood that this obligation shall cease immediately upon the Expiration Date. The Stockholder shall not exercise any Company Warrants after the expiration of the Offer and prior to the Expiration Date if such exercise would cause Merger Subsidiary to own fewer than a majority of the outstanding shares of Company Common Stock (determined on a fully diluted basis excluding Company Warrants that are not then proposed to be exercised). The Stockholder hereby consents to the conversion of the Company Warrants in connection with the Merger as provided in Section 3.08(c) of the Merger Agreement.

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Section 5.No Solicitation.

        During the period from the date of this Stockholder Agreement through the Expiration Date, the Stockholder shall not, nor shall the Stockholder authorize or permit any representative of the Stockholder to, directly or indirectly take any action prohibited by Section 6.03 of the Merger Agreement. Nothing contained in this Section 5 shall prevent any person affiliated with the Stockholder who is a director or officer of the Company or designated by the Stockholder as a director of officer of the Company, when acting in his capacity as a director or officer of the Company, from exercising his fiduciary duties as a director or officer of the Company including, without limitation, taking any actions permitted under Section 6.03 of the Merger Agreement. In addition, nothing in this Agreement shall (or require the Stockholder to attempt to) limit or restrict any designee or affiliate of the Stockholder who is a director or officer of the Company from acting in such capacity or voting in such person's sole discretion on any matter (it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder's capacity as a stockholder of the Company). The Stockholder shall have no liability to Parent, Merger Subsidiary or any of their respective affiliates under this Agreement as a result of any action or inaction by any designee or affiliate of Stockholder who is a director or officer of the Company, in either case serving on the Company's board of directors or as an officer of the Company and acting in such person's capacity as a director, officer or fiduciary of the Company.

Section 6.Representations and Warranties of Stockholders.

        The Stockholder hereby represents and warrants to Parent and Merger Subsidiary as follows:

        (a)    Due Organization; Qualification.    The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has been duly incorporated, organized or formed and is validly existing and in good standing under the laws of the State of its incorporation, formation or organization. The Stockholder is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except where the failure to so qualify or be licensed would not have a material adverse effect on the Stockholder.

        (b)    Power; Due Authorization; Binding Agreement.    The Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has on the date hereof provided Parent a legal opinion or other evidence reasonably satisfactory to Parent that this Agreement has been duly authorized, executed and delivered by the Stockholder.

        (c)    No Conflicts or Consents.

          (i)  The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (B) subject to the consent of the Company (which consent of the Company has been obtained), conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties or assets is or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or

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cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Subject Securities pursuant to, any contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's affiliates or properties is or may be bound or affected except that the consent of the Company (which consent of the Company has been obtained), are required for any Transfer, including the execution of this Agreement.

         (ii)  Except for the consent of the Company and (which consent of the Company has been obtained) the execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require any consent or approval of any other Person.

        (d)    Title to Securities.    As of the date of this Agreement: (a) except for the Lien in favor of MRG and the Stockholders Agreement, the Stockholder holds of record free and clear of any Liens the number of outstanding shares of Company Common Stock set forth under the heading "Company Common Stock Owned" on Schedule I hereto; (b) the Stockholder holds (free and clear of any Liens) the Company Warrants set forth under the heading "Company Warrants" on Schedule I hereto; and (c) the Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company other than the Company Warrants.

        (e)    Absence of Litigation.    As of the date hereof, there is no litigation, suit, claim, action, proceeding or investigation pending, or to the knowledge of the Stockholder, threatened against the Stockholder, or any property or asset of the Stockholder, before any Governmental Authority that seeks to delay or prevent the consummation of the transactions contemplated by this Agreement.

        (f)    Accuracy of Representations.    The representations and warranties contained in this Agreement are true and correct as of the date of this Agreement and will be true and correct in all material respects at all times until the Expiration Date.

Section 7.    Representations and Warranties of Parent and the Merger Subsidiary.

        Each of Parent and the Merger Subsidiary hereby represents and warrants to the Stockholder as follows:

        (a)    Due Organization, etc.    Each of Parent and the Merger Subsidiary has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation. Each of Parent and Merger Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent and the Merger Subsidiary have been duly authorized by all necessary action on the part of Parent and the Merger Subsidiary.

        (b)    No Conflict.

          (i)  The execution and delivery of this Agreement by Parent and Merger Subsidiary does not, and the performance of this Agreement by Parent and Merger Subsidiary will not: (A) conflict with or violate any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Parent or Merger Subsidiary or by which Parent or Merger Subsidiary or any of their properties or assets are or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the assets of Parent or Merger Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their affiliates or properties is or may be bound or affected.

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         (ii)  The execution and delivery of the Merger Agreement by Parent and Merger Subsidiary do not, and the performance of the Merger Agreement by Parent and Merger Subsidiary will not: (A) conflict with or violate any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Parent or Merger Subsidiary or by which Parent or Merger Subsidiary or any of their properties or assets are or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the assets of Parent or Merger Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their affiliates or properties is or may be bound or affected, except in the case of matters described in clauses (B) and (C) that, individually or in the aggregate, would not have a Parent Material Adverse Effect.

        (iii)  The execution and delivery of this Agreement by Parent or Merger Subsidiary do not, and the performance of this Agreement by Parent or Merger Subsidiary will not, require any consent or approval of any other Person except as specifically set forth in the Merger Agreement.

        (iv)  The execution and delivery of the Merger Agreement by Parent or Merger Subsidiary do not, and the performance of the Merger Agreement by Parent or Merger Subsidiary will not, require any consent or approval of any other Person except as specifically set forth in the Merger Agreement or except where the failure to obtain such consents or approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect.

        (c)    Reliance by the Stockholder.    Each of Parent and Merger Subsidiary understands and acknowledges that the Stockholder is entering into this Agreement in reliance upon the execution and delivery of the Merger Agreement by Parent and Merger Subsidiary.

Section 8.Further Assurances.

        From time to time the Stockholder, Parent and Merger Subsidiary shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the other parties hereto may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

Section 9.Miscellaneous.

        (a)    Specific Performance.    The Stockholder agrees that in the event of any breach or threatened breach by the Stockholder of any covenant, obligation or other provision contained in this Agreement, Parent and Merger Subsidiary shall be entitled (in addition to any other remedy that may be available to Parent or Merger Subsidiary) to: (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (b) an injunction restraining such breach or threatened breach.

        (b)    Notices.    Any notice or other communication required or permitted to be delivered to Parent, Merger Subsidiary or the Stockholder under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or

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facsimile telephone number as such party shall have specified in a written notice given to the other party):

If to Parent or Merger Subsidiary, to:

Forest Oil Corporation
1600 Broadway
Suite 2200
Denver, Colorado 80202
Attention: General Counsel
Telephone: (303) 812-1400
Facsimile: (303) 812-1510

If to the Stockholder: to the address set forth on the signature page hereto.

        (c)    Severability.    If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement.

        (d)    Governing Law; Jurisdiction.    This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. In any action between the parties hereto, whether arising out of this Agreement or otherwise: (a) each of the parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the Chancery or other Courts of the State of Delaware; (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in Delaware; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9(b) hereof.

        (e)    Waiver.    No failure of any party to this Agreement to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any such party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party to this Agreement shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered by such person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

        (f)    Attorneys' Fees.    If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any other party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

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        (g)    Captions.    The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

        (h)    Entire Agreement.    This Agreement sets forth the entire understanding of Parent, Merger Subsidiary and the Stockholder relating to the subject matter hereof and supersedes all other prior agreements and understandings between Parent, Merger Subsidiary and the Stockholder relating to the subject matter hereof.

        (i)    Non-exclusivity.    The rights and remedies of any party to this Agreement are not exclusive of or limited by any other rights or remedies which such party may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

        (j)    Amendments.    This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent, Merger Subsidiary and the Stockholder.

        (k)    Assignment; Binding Effect.    Neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other parties, and any attempted or purported assignment or delegation of any of such interests or obligations without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon each party's heirs, estate, executors, personal representatives, successors and assigns, and shall inure to the benefit of each party and their successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are Transferred until such time as is provided in clause (m) below. Nothing in this Agreement is intended to confer on any Person (other than Parent, Merger Subsidiary, the Stockholder and their successors and assigns) any rights or remedies of any nature.

        (l)    Expenses.    Except as specifically provided elsewhere in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

        (m)    Termination.    This Agreement shall automatically terminate and be of no further force and effect on the Expiration Date; provided, however, that the obligations of the Stockholder in Section 3(c), if applicable, will survive for a period of ten months following the Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any previous breach of this Agreement by such party.

        (n)    Public Announcement.    Except as required by Law, the parties to this Agreement shall consult with the other parties or with such other parties' counsel before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by the Merger Agreement and this Agreement.

        (o)    Certain Events.    In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Company Common Stock or the acquisition of additional Company Common Stock or other securities or rights of the Company by the Stockholder, through the exercise of options or otherwise, the number of Subject Securities shall be adjusted appropriately, and this Agreement and the obligations hereunder shall attach to any additional Company Common Stock or other securities or rights of the Company issued to or acquired by the Stockholder.

        (p)    Stockholder Capacity.    No person executing this Agreement (including, without limitation, such person's representatives, designees or affiliates) who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein or is

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obligated hereunder in his capacity as such director or officer. The Stockholder executes this Agreement solely in its capacity as the Owner of Subject Securities (as further set forth on Schedule I hereto), and nothing herein shall limit or affect any actions taken by the Stockholder (including, without limitation, such person's representatives, designees or affiliates) in that person's capacity as an officer or director of the Company.

        (q)    Stop Transfer Order; Legend.    In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

        (r)    Counterparts.    This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

        (s)    Construction.

          (i)  For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

         (ii)  The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

        (iii)  As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

        (iv)  Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.

        (t)    Certain Agreement.    Stockholder agrees that in connection with an Acquisition Proposal subject to Section 3(c) hereof, Stockholder will not at a time when the Company is party to an agreement providing for an Acquisition Proposal or when Stockholder has knowledge that the Company intends to promptly enter into such an agreement, agree to accept a lower consideration per share in connection with such Acquisition Proposal than that paid to other stockholders of the Company if such agreement would result in Parent receiving less a lesser amount pursuant to Section 3(c).

        (u)    Consent.    Stockholder consents to the execution delivery and performance by WILP and Dimeling Schreiber and Park Reorganization Fund II, L.P. of the other Stockholder Agreements, including the transfers of shares contemplated thereby.

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        IN WITNESS WHEREOF, Parent, Merger Subsidiary and the Stockholder have caused this Agreement to be executed as of the date first written above.

Forest Oil Corporation
By:	/s/  NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Senior Vice President, General Counsel & Secretary
TWOCO Acquisition Corp.
By:	/s/  NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Vice President
STOCKHOLDER:
Wiser Investment Company, LLC
By:	/s/  GEORGE K. HICKOX, JR. George K. Hickox, Jr., Member
Address: 1629 Locust St.                 Philadelphia, PA 19103

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Schedule I

Stockholder	Company Common Stock Owned	Company Warrants Owned
Wiser Investment Company, LLC	921,717	741,716

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Exhibit 99(d)(3)

STOCKHOLDER AGREEMENT
RECITALS

EX-99.(D)(4)

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Exhibit 99(d)(4)

STOCKHOLDER AGREEMENT

        THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of May 21, 2004, by and among Forest Oil Corporation, a New York corporation (together with its successors, "Parent"), TWOCO Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of The Wiser Oil Company, a Delaware corporation (the "Company").

RECITALS

        Parent, Merger Subsidiary and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "Merger Agreement") which provides, among other things, that Merger Subsidiary will make a cash tender offer (the "Offer") for all of the issued and outstanding shares of Company Common Stock (as defined below) and, following the consummation of the Offer, will merge with and into the Company (the "Merger"), in each case upon the terms and subject to the conditions set forth in the Merger Agreement.

        The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of securities of the Company as indicated on the Schedule I to this Agreement; and

        In order to induce Parent and Merger Subsidiary to enter into the Merger Agreement, the Stockholder is entering into this Agreement.

        NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

Section 1.Certain Definitions.

        For purposes of this Agreement:

        (a)   "Company Common Stock" shall mean the common stock, par value $0.01 per share, of the Company.

        (b)   "Company Warrants" shall mean warrants to purchase 741,716 shares of Company Common Stock at an exercise price of $4.25 per share.

        (c)   "Expiration Date" shall mean the earliest of:

          (i)  the date upon which the Merger Agreement is validly terminated pursuant to Section 8.01 thereof;

         (ii)  the date on which the Parent or Merger Subsidiary shall have purchased and paid for all of the Subject Securities;

        (iii)  the date upon which the Merger becomes effective;

        (iv)  the date upon which the Merger Agreement is amended to reduce the Offer Price or in any other manner adverse in any material respect to the Stockholder; and

         (v)  the End Date.

        (d)   The Stockholder shall be deemed to "Own" or to have acquired "Ownership" of a security if the Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such security.

        (e)   "Person" shall mean any individual, corporation, limited liability company, partnership, trust or other entity, or governmental authority.

        (f)    "Subject Securities" shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options and other rights to acquire shares of Company Common Stock including Company Warrants) Owned by the Stockholder as of the date of this Agreement;

and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options and other rights to acquire shares of Company Common Stock) of which the Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

        (g)   A Person shall be deemed to have a effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers, distributes or disposes of such security or any interest in such security; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein; (iii) grants any proxy, power-of-attorney or other authorization or consent with respects to any such security or any interest therein; (iv) deposits any such security or any interest therein into a voting trust, or enters into a voting agreement or arrangement with respect to any such security or any interest therein; or (v) takes any other action that would in any way materially restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby.

        (h)   Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

Section 2.Transfer of Subject Securities.

        (a)    Transferee of Subject Securities to be Bound by this Agreement.    The Stockholder agrees that, except as may be provided herein, during the period from the date of this Agreement through the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, that nothing in this Agreement shall prohibit the Stockholder from Transferring Subject Securities to Merger Subsidiary pursuant to Section 3 hereof. Parent and Merger Subsidiary acknowledge and agree that the Stockholder has previously entered into a voting agreement with Wiser Investment Company, LLC ("WIC") granting WIC certain voting rights with respect to the Subject Securities. If Section 3(c) applies, the Stockholder agrees that during the period from the Expiration Date through the date the provisions of Section 3(c) terminate pursuant to Section 9(m), the Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless the Person to whom such Subject Securities are Transferred shall have: (i) executed a counterpart of this Agreement and (ii) agreed to hold such Subject Securities subject to the terms and provisions of Section 3(c) hereof and be treated as a Stockholder thereunder.

        (b)    No Transfer of Voting Rights.    The Stockholder shall ensure that, except for voting agreements in favor of WIC existing on the date hereof and except for the Stockholders Agreement dated May 26, 2000 among the Company, the Stockholder and certain other stockholders of the Company (the "Stockholders Agreement"), during the period from the date of this Agreement through the Expiration Date: (a) none of the Subject Securities Owned by the Stockholder is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities Owned by the Stockholder.

Section 3.Tender of Subject Securities.

        The Stockholder agrees:

        (a)   to tender the Company Common Stock Owned by the Stockholder into the Offer promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case, free and clear of any liens, claims, options, rights of first refusal,

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co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and termination of any voting agreement in favor of WIC is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement;

        (b)   to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement;

        (c)   in the event (i) the Merger Agreement is terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 100% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be

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determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the "Estimated Payment") of the amount owed pursuant to this Section 3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 100% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary acknowledge and agree that because of the undertaking by Stockholder in this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer Price (i) on and after the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer and voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder's designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and

        (d)   that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WIC or Wiser Investors, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Section 4.Voting of Subject Securities.

        Stockholder Agreement.    The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

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          (i)  at any meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, the Stockholder shall (A) appear at the meeting, or otherwise cause all shares of Company Common Stock Owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, (B) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and (C) vote or cause all shares of Company Common Stock Owned by the Stockholder to be voted, against (1) any Acquisition Proposal (other than one by Parent or Merger Subsidiary) and (2) any amendment of the Company's Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or to deprive Parent or Merger Subsidiary of any material portion of the benefits anticipated by Parent or Merger Subsidiary to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Stock presented to the stockholders of the Company or in respect of which vote or consent of the stockholders is requested or sought, unless such transaction has been approved in advance by Parent or Merger Subsidiary; and

         (ii)  in the event written consents are solicited or otherwise sought from stockholders of the Company with respect to the approval or adoption of the Merger Agreement or with respect to the approval of the Merger, the Stockholder shall cause to be validly executed, with respect to all shares of Company Common Stock Owned by the Stockholder as of the record date fixed for the consent to the proposed action, a written consent or written consents to such proposed action.

Section 5.No Solicitation.

        During the period from the date of this Stockholder Agreement through the Expiration Date, the Stockholder shall not, nor shall the Stockholder authorize or permit any representative of the Stockholder to, directly or indirectly take any action prohibited by Section 6.03 of the Merger Agreement. Nothing contained in this Section 5 shall prevent any person affiliated with the Stockholder who is a director or officer of the Company or designated by the Stockholder as a director of officer of the Company, when acting in his capacity as a director or officer of the Company, from exercising his fiduciary duties as a director or officer of the Company including, without limitation, taking any actions permitted under Section 6.03 of the Merger Agreement. In addition, nothing in this Agreement shall (or require the Stockholder to attempt to) limit or restrict any designee or affiliate of the Stockholder who is a director or officer of the Company from acting in such capacity or voting in such person's sole discretion on any matter (it being understood that this Agreement shall apply to the Stockholder solely in the Stockholder's capacity as a stockholder of the Company). The Stockholder shall have no liability to Parent, Merger Subsidiary or any of their respective affiliates under this Agreement as a result of any action or inaction by any designee or affiliate of Stockholder who is a director or officer of the Company, in either case serving on the Company's board of directors or as an officer of the Company and acting in such person's capacity as a director, officer or fiduciary of the Company.

Section 6.Representations and Warranties of Stockholders.

        The Stockholder hereby represents and warrants to Parent and Merger Subsidiary as follows:

        (a)    Due Organization; Qualification.    The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has been duly incorporated, organized or formed and is validly existing and in good standing under the laws of the State of its incorporation, formation or organization. The Stockholder is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its

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business makes such licensing or qualification necessary, except where the failure to so qualify or be licensed would not have a material adverse effect on the Stockholder.

        (b)    Power; Due Authorization; Binding Agreement.    The Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. The Stockholder, if a corporation, limited liability company, limited partnership or other entity, has on the date hereof provided Parent a legal opinion or other evidence reasonably satisfactory to Parent that this Agreement has been duly authorized, executed and delivered by the Stockholder.

        (c)    No Conflicts or Consents.

          (i)  The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not: (A) conflict with or violate any certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (B) subject to the consent of the Company (which consent of the Company has been obtained), conflict with or violate any law, rule, regulation, order, decree or judgment applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties or assets is or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Subject Securities pursuant to, any contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's affiliates or properties is or may be bound or affected except that the consent of the Company and WIC (which consents of the Company and WIC have been obtained), are required for any Transfer, including the execution of this Agreement.

         (ii)  Except for the consent of the Company and WIC (which consents of the Company and WIC have been obtained) the execution and delivery of this Agreement by the Stockholder do not, and the performance of this Agreement by the Stockholder will not, require any consent or approval of any other Person.

        (d)    Title to Securities.    As of the date of this Agreement: (a) except for the voting agreements and proxies in favor or WIC and the Stockholders Agreement, the Stockholder holds of record free and clear of any Liens the number of outstanding shares of Company Common Stock set forth under the heading "Company Common Stock Owned" on Schedule Ihereto; and (b) the Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company.

        (e)    Absence of Litigation.    As of the date hereof, there is no litigation, suit, claim, action, proceeding or investigation pending, or to the knowledge of the Stockholder, threatened against the Stockholder, or any property or asset of the Stockholder, before any Governmental Authority that seeks to delay or prevent the consummation of the transactions contemplated by this Agreement.

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        (f)    Accuracy of Representations.    The representations and warranties contained in this Agreement are true and correct as of the date of this Agreement and will be true and correct in all material respects at all times until the Expiration Date.

Section 7.Representations and Warranties of Parent and the Merger Subsidiary.

        Each of Parent and the Merger Subsidiary hereby represents and warrants to the Stockholder as follows:

        (a)    Due Organization, etc.    Each of Parent and the Merger Subsidiary has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation. Each of Parent and Merger Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent and the Merger Subsidiary have been duly authorized by all necessary action on the part of Parent and the Merger Subsidiary.

        (b)    No Conflict.

          (i)  The execution and delivery of this Agreement by Parent and Merger Subsidiary does not, and the performance of this Agreement by Parent and Merger Subsidiary will not: (A) conflict with or violate any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Parent or Merger Subsidiary or by which Parent or Merger Subsidiary or any of their properties or assets are or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the assets of Parent or Merger Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their affiliates or properties is or may be bound or affected.

         (ii)  The execution and delivery of the Merger Agreement by Parent and Merger Subsidiary do not, and the performance of the Merger Agreement by Parent and Merger Subsidiary will not: (A) conflict with or violate any certificate of incorporation or bylaws of Parent or Merger Subsidiary, (B) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Parent or Merger Subsidiary or by which Parent or Merger Subsidiary or any of their properties or assets are or may be bound or affected; or (C) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the assets of Parent or Merger Subsidiary pursuant to, any contract to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their affiliates or properties is or may be bound or affected, except in the case of matters described in clauses (B) and (C) that, individually or in the aggregate, would not have a Parent Material Adverse Effect.

        (iii)  The execution and delivery of this Agreement by Parent or Merger Subsidiary do not, and the performance of this Agreement by Parent or Merger Subsidiary will not, require any consent or approval of any other Person except as specifically set forth in the Merger Agreement.

        (iv)  The execution and delivery of the Merger Agreement by Parent or Merger Subsidiary do not, and the performance of the Merger Agreement by Parent or Merger Subsidiary will not, require any consent or approval of any other Person except as specifically set forth in the

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Merger Agreement or except where the failure to obtain such consents or approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect.

        (c)    Reliance by the Stockholder.    Each of Parent and Merger Subsidiary understands and acknowledges that the Stockholder is entering into this Agreement in reliance upon the execution and delivery of the Merger Agreement by Parent and Merger Subsidiary.

Section 8.Further Assurances.

        From time to time the Stockholder, Parent and Merger Subsidiary shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the other parties hereto may reasonably request for the purpose of carrying out and furthering the intent of this Agreement.

Section 9.Miscellaneous.

        (a)    Specific Performance.    The Stockholder agrees that in the event of any breach or threatened breach by the Stockholder of any covenant, obligation or other provision contained in this Agreement, Parent and Merger Subsidiary shall be entitled (in addition to any other remedy that may be available to Parent or Merger Subsidiary) to: (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (b) an injunction restraining such breach or threatened breach.

        (b)    Notices.    Any notice or other communication required or permitted to be delivered to Parent, Merger Subsidiary or the Stockholder under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

        If to Parent or Merger Subsidiary, to:

Forest Oil Corporation
1600 Broadway
Suite 2200
Denver, Colorado 80202
Attention: General Counsel
Telephone: (303) 812-1400
Facsimile: (303) 812-1510

        If to the Stockholder: to the address set forth on the signature page hereto.

        (c)    Severability.    If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement.

        (d)    Governing Law; Jurisdiction.    This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. In any action

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between the parties hereto, whether arising out of this Agreement or otherwise: (a) each of the parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the Chancery or other Courts of the State of Delaware; (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in Delaware; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9(b) hereof.

        (e)    Waiver.    No failure of any party to this Agreement to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any such party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party to this Agreement shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered by such person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

        (f)    Attorneys' Fees.    If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any other party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

        (g)    Captions.    The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

        (h)    Entire Agreement.    This Agreement sets forth the entire understanding of Parent, Merger Subsidiary and the Stockholder relating to the subject matter hereof and supersedes all other prior agreements and understandings between Parent, Merger Subsidiary and the Stockholder relating to the subject matter hereof.

        (i)    Non-exclusivity.    The rights and remedies of any party to this Agreement are not exclusive of or limited by any other rights or remedies which such party may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

        (j)    Amendments.    This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent, Merger Subsidiary and the Stockholder.

        (k)    Assignment; Binding Effect.    Neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other parties, and any attempted or purported assignment or delegation of any of such interests or obligations without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon each party's heirs, estate, executors, personal representatives, successors and assigns, and shall inure to the benefit of each party and their successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are Transferred until such time as is provided in clause (m) below. Nothing in this Agreement is intended to confer on any Person (other than Parent, Merger Subsidiary, the Stockholder and their successors and assigns) any rights or remedies of any nature.

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        (l)    Expenses.    Except as specifically provided elsewhere in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

        (m)    Termination.    This Agreement shall automatically terminate and be of no further force and effect on the Expiration Date; provided, however, that the obligations of the Stockholder in Section 3(c), if applicable, will survive for a period of ten months following the Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any previous breach of this Agreement by such party.

        (n)    Public Announcement.    Except as required by Law, the parties to this Agreement shall consult with the other parties or with such other parties' counsel before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by the Merger Agreement and this Agreement.

        (o)    Certain Events.    In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Company Common Stock or the acquisition of additional Company Common Stock or other securities or rights of the Company by the Stockholder, through the exercise of options or otherwise, the number of Subject Securities shall be adjusted appropriately, and this Agreement and the obligations hereunder shall attach to any additional Company Common Stock or other securities or rights of the Company issued to or acquired by the Stockholder.

        (p)    Stockholder Capacity.    No person executing this Agreement (including, without limitation, such person's representatives, designees or affiliates) who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein or is obligated hereunder in his capacity as such director or officer. The Stockholder executes this Agreement solely in its capacity as the Owner of Subject Securities (as further set forth on Schedule Ihereto), and nothing herein shall limit or affect any actions taken by the Stockholder (including, without limitation, such person's representatives, designees or affiliates) in that person's capacity as an officer or director of the Company.

        (q)    Stop Transfer Order; Legend.    In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

        (r)    Counterparts.    This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

        (s)    Construction.

          (i)  For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

         (ii)  The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

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        (iii)  As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

        (iv)  Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.

        (t)    Certain Agreement.    Stockholder agrees that in connection with an Acquisition Proposal subject to Section 3(c) hereof, Stockholder will not at a time when the Company is party to an agreement providing for an Acquisition Proposal or when Stockholder has knowledge that the Company intends to promptly enter into such an agreement, agree to accept a lower consideration per share in connection with such Acquisition Proposal than that paid to other stockholders of the Company if such agreement would result in Parent receiving less a lesser amount pursuant to Section 3(c).

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        IN WITNESS WHEREOF, Parent, Merger Subsidiary and the Stockholder have caused this Agreement to be executed as of the date first written above.

Forest Oil Corporation
By:	/s/  NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Senior Vice President, General Counsel & Secretary
TWOCO Acquisition Corp.
By:	/s/  NEWTON W. WILSON III
Name:	Newton W. Wilson III
Title:	Vice President
STOCKHOLDER:
Dimeling, Schreiber and Park Reorganization Fund II, L.P.
By:	DSP Investors, L.L.C.
By:	/s/  RICHARD R. SCHREIBER Richard R. Schreiber, Member
Address: 1629 Locust St.                 Philadelphia, PA 19103

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Schedule I

Stockholder	Company Common Stock Owned
Dimeling, Schreiber and Park Reorganization Fund II, L.P.	3,014,642

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Exhibit 99(d)(4)

STOCKHOLDER AGREEMENT
RECITALS

Schedule I

EX-99.(D)(5)

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Exhibit 99(d)(5)

The Wiser Oil Company
8115 Preston Road, Suite 400
Dallas, TX 75225
214-360-3591

February 23, 2004

Forest Oil Corporation
Attn.: H. Craig Clark
President and Chief Executive Officer
1600 Broadway, Suite 2200
Denver, CO 80202

RE:

Confidentiality and Standstill Agreement

Gentlemen:

        You have advised us of your interest in exploring a possible negotiated transaction involving The Wiser Oil Company and/or its subsidiaries and affiliates ("Wiser") and Forest Oil Corporation (the "Company,") hereinafter referred to the "Transaction." In connection with the possible Transaction, Wiser and the Company ("Party" or "Parties") intend to acquire certain information from each other, which may be confidential, secret or proprietary in nature, in order to assist the Parties in their evaluation and investigation (collectively, the "Information."). As a condition to being furnished with the Information, the Parties agree (and agree to cause their affiliates) to treat the Information in accordance with the following:

        1.     The Information will be used solely for the purpose of evaluating a possible Transaction between the Parties, and unless and until the Parties have completed a negotiated transaction pursuant to a definitive agreement (the "Transaction Agreement,") such Information will be kept confidential by both Parties and their advisors; provided, however, that either Party may disclose the Information or portions thereof to those or their directors, officers and employees and representatives of their advisors (the persons to whom such disclosure is permissible being collectively called "Representatives") who need to know such information for the purpose of evaluating the possible Transaction (it being understood that those Representatives will be informed of the confidential nature of the information and will agree to be bound by this agreement and shall be directed by both parties not to disclose the Information to any other person other than another Representative.) The Parties agree to be responsible for any breach of this agreement by their Representatives.

        In the event that any Party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes) to disclose any Information supplied pursuant to this agreement, it is agreed that the Party receiving the request will (i) provide the non-notified Party with prompt notice of such request(s) and the documents requested so that the non-notified Party may seek an appropriate protective order and/or waive compliance with the provisions of this agreement, and (ii) consult with the notified Party as to the advisability of the Party taking legally available steps to resist or narrow such request. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder, each Party nonetheless, in the written opinion of their legal counsel, is liable for contempt or suffer other censure or penalty, the notified Party may disclose such Information to such tribunal without liability hereunder; provided, however, that notified Party shall give the non-notified Party written notice of the Information to be so disclosed as far in advance of its disclosure as is practical, and shall use best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Information required to be disclosed as the non-notified Party designates.

        2.     The term "Information" does not include any information which (i) is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by any Party or their Representatives), (ii) is or becomes available to any Party on a non-

confidential basis from a source other than Wiser or the Company or its advisors, provided that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to Wiser or the Company or (iii) has already been or is hereafter independently acquired or developed by either Party without violating any confidentiality agreement with or other obligation of secrecy to Wiser or the Company.

        3.     If the Parties do not proceed with the Transaction, or if either Party so requests, both Parties will return promptly to the other the Information and all copies, extracts or other reproductions in whole or in part of the Information in their possession or in the possession of their Representatives, and each Party will destroy all copies of any memoranda, notes, analyses, compilations, studies or other documents prepared by said Party or for their use based on, containing or reflecting any Information. Such destruction shall, if requested, be certified in writing to either Party by an authorized officer supervising such destruction.

        4.     Without the prior written consent of Wiser and the Company, neither Party will, and each will direct their Representatives not to, disclose to any person either the fact that any investigations, discussions or negotiations are taking place concerning a possible transaction between Wiser and the Company, or that Information has been exchanged between the Parties, or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof, except to the extent that any such disclosure is, in the opinion of counsel, required by legal, regulatory or stock exchange requirements. In the event either Party determines that it is required by legal, regulatory or stock exchange requirements to make any such disclosure, such Party shall so advise the other Party immediately and shall consult and cooperate to the greatest extent feasible with respect to the timing, manner and contents of such disclosure. The term "person" as used throughout this agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or individual.

        5.     Both parties understand and acknowledge that the Parties hereto are not making any representation or warranty, express or implied, as to the accuracy or completeness of the Information provided or made available, including, but not limited to, the past, present or future value of the anticipated income, costs, profits, if any, to be derived by the Company as a whole or individual properties, if any, offered for sale or exchange. Accordingly, each Party will rely solely upon its independent examination and assessment of the Information in deciding whether and on what terms to enter or agree to the Transaction Agreement. And neither Wiser or the Company nor any of their directors, officers, employees, stockholders, owners, affiliates, representatives or agents will have any liability to the other Party or any other person resulting from their use of the Information. Only those representatives or warranties that are made in a definitive Transaction Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Transaction Agreement, will have any legal effect.

        6.     The Parties agree that for a period of one (1) year from the date of this agreement, neither Party will not knowingly, as a result of knowledge or information obtained from the Information or otherwise in connection with a possible transaction between Wiser and the Company solicit the employment of any employee of either Party or any of its affiliates as the result of the investigation or due diligence with respect to the Transaction. However, nothing in this section shall prevent either Party from hiring any of the Parties employees (i) who respond to any general solicitations for employment directed to the industry or public as a whole or (ii) who contact a Party regarding employment without any solicitation of such employee.

        7.     Both Parties agree that until the expiration of one (1) year from the date of this agreement, neither Party shall, without the prior written approval of the other Party (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities, assets or property of the other Party, or any of its subsidiaries, whether such agreement or proposal is with said Party or any of its subsidiaries or with a third party, (ii) propose to enter into, directly or indirectly, any

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merger or other business combination involving any Party or any of its subsidiaries, (iii) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Wiser or the Company or any of its subsidiaries, (iv) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of Wiser or the Company, (v) disclose any intention, plan or arrangement inconsistent with the foregoing or (vi) advise, encourage, provide assistance (including financial assistance) to or hold discussions with any other persons in connection with any of the foregoing.

        8.     Both Parties also understand and agree that unless and until a definitive Transaction Agreement has been executed and delivered, no contract or agreement providing for a Transaction between Wiser and the Company shall be deemed to exist, and neither the Company nor Wiser will be under any legal obligation of any kind whatsoever with respect to such transaction by virtue of this or any written or oral expression thereof, except, in the case of this agreement, for the matters specifically agreed to herein. Unless agreed otherwise, each of the Parties shall be responsible for its own expenses incurred in connection with the matters described in this agreement. The agreement set forth in this paragraph may be modified or waived only by a separate writing by each of the Parties expressly so modifying or waiving such agreement. For purposes of this paragraph, the term "definitive Transaction Agreement" does not include an executed letter of intent or any other preliminary written agreement, not does it include any written or verbal acceptance of an offer or bid made by either Party.

        9.     Each Party agrees that the other Party at its sole election, shall be entitled to either money damages or equitable remedies, or both, for any breach of the obligations hereunder. Moreover, if a Party, as applicable, initiate legal action or proceedings to enforce the obligations of the other Party and its Representatives, as applicable, hereunder and prevail in any such action or proceeding, then in addition to any remedies awarded to the Party, as applicable, bringing the action, such Party shall be entitled to reimbursement by the other Party, costs and expenses (including without limitation, reasonable attorneys' fees and expenses, court costs and filing fees) incurred in bringing such action or proceeding. In the event the Party bringing the action does not prevail in any such action or proceeding, it shall bear the entire costs and expenses, to the same extent, incurred in bringing such action or proceeding and reimburse the other Party for its costs and expenses, to the same extent, incurred in defending itself against such action or proceeding. Further, each Party hereto shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this agreement, in addition to all other remedies available to both Parties in law or in equity. Both Parties also hereby irrevocably and unconditionally consent to submit to the jurisdiction of both the courts of the State of Texas and of the United States of America located in Dallas County, Texas, for any actions, suits or proceedings arising out of or relating to this agreement (and both Parties agree not to commence any action, suit or proceeding relating thereto except in such courts). Both Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this agreement, in either the courts of the State of Texas or of the United States of America located in Dallas County, Texas, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Neither Party shall be liable to the other Party for consequential or incidental damages arising from any breach of this agreement.

        10.   Each of the Parties hereby acknowledges that it is aware, and that it has advised or will advise its directors, officers, employees, agents and advisors who are informed as to the matters that are the subject of this agreement, that the United States securities laws prohibit any person who has material, nonpublic information concerning the matters that are the subject of this agreement from purchasing or selling securities of a company that may be a party to a transaction of the type contemplated by this

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Agreement or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

        11.   Wiser and the Company reserve the right, in their sole and absolute discretion, to reject any or all proposals, to decline to furnish further information and to terminate discussions and negotiations between the Parties at any time. The exercise by either Party of these rights shall not affect the enforceability of any provision of this agreement.

        12.   No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor preclude the exercise of any other or further right, power or privilege hereunder.

        13    In the event a Party desires physical access to any of the properties, the Party agrees to release the other Party from any and all liability and agrees to indemnify, defend and hold such other Party harmless from and against any and all losses, costs, expenses (including attorney's fees and court costs), causes of actions and claims of damage and/or injury to the Party seeking access, its Representatives, its property, and the property of third parties, arising out, incident to, or in connection with such Party's entry on the premises, whether or not such personal injury, death or property damages is occasioned by or incident to or the result of the negligence or fault of the Party owning the property or its representatives. The entering Party will assume the entire risk of and be solely responsible for any damages caused by it or its Representatives to property owned by the other Party arising out of entry on the premises.

        14.   All notices and/or requests for approval submitted to any Party hereunder shall be directed to the following address or, where permitted, telephone number or telecopier number:

Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, CO 80202
Attn: General Counsel
Telephone: 303.812.1400
Fax: 303.812.1510

All notices and/or requests for approval which are to be submitted to Wiser and/or its Affiliates, as applicable, hereunder shall be directed to the following address or, where permitted, telephone number or telecopier number:

The Wiser Oil Company
8115 Preston Road, Suite 400
Dallas, TX 75225
Attention: Bill Phillips / Van Oliver / George Hickox, Jr.
Telephone: 214-360-3591
Fax: 214-373-3610

        15.   If any term, provision, covenant or restriction of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

        16.   This agreement contains the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes any prior agreements, commitments, representations, writings and discussions, whether oral or written, relating to that subject matter.

        17.   All obligations under this agreement will expire one year from the date of this agreement, except as otherwise set forth herein.

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        18.   This agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective successors and assigns as well as their respective Representatives, subsidiaries and affiliates and will be governed and construed in accordance with the laws of the State of Texas.

        If the foregoing terms and conditions are acceptable, please sign this letter and return one executed copy, which upon execution by both Parties, will constitute our agreement with respect to the subject matter of this letter.

Very truly yours,

THE WISER OIL COMPANY

By:

Name:

Title:

Confirmed and Agreed as of
The date written above:

FOREST OIL CORPORATION
By:
Name:	H. Craig Clark
Title:	President and Chief Executive Officer

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Exhibit 99(d)(5)