Exhibit 10.2


                               SECOND AMENDMENT TO
                   FOREST OIL CORPORATION STOCK INCENTIVE PLAN

         WHEREAS, Forest Oil Corporation (the "Company") has heretofore adopted
the Forest Oil Corporation Stock Incentive Plan, as Amended and Restated
Effective as of March 22, 1996 (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan shall be amended as follows, effective as of
May 9, 2001:

         1.       The following new subparagraph (d) shall be added to Paragraph
IV of the Plan:

                  "(d) DELEGATION OF AUTHORITY BY COMMITTEE. Notwithstanding the
         preceding provisions of this Paragraph IV or any other provision of the
         Plan to the contrary, the Committee may from time to time, in its sole
         discretion, delegate to the Chief Executive Officer of the Company the
         administration (or interpretation of any provision) of the Plan, and
         the right to grant Awards under the Plan, insofar as such
         administration (and interpretation) and power to grant Awards relates
         to any person who is not subject to Section 16 of the 1934 Act
         (including any successor section to the same or similar effect). Any
         such delegation may be effective only so long as the Chief Executive
         Officer of the Company is a Director, and the Committee may revoke such
         delegation at any time. The Committee may put any conditions and
         restrictions on the powers that may be exercised by the Chief Executive
         Officer of the Company upon such delegation as the Committee determines
         in its sole discretion. In the event of any conflict in a determination
         or interpretation under the Plan as between the Committee and the Chief
         Executive Officer of the Company, the determination or interpretation,
         as applicable, of the Committee shall be conclusive."

         2.       As amended hereby, the Plan is specifically ratified and
reaffirmed.