SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

Forest Oil Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

346091606

(CUSIP Number)

Cannon Y. Harvey
President	Charles D. Maguire, Jr., Esq.
The Anschutz Corporation	Holme Roberts & Owen LLP
555 Seventeenth Street, Suite 2400	1700 Lincoln, Suite 4100
Denver, CO 80202	Denver, CO 80203
(303) 298-1000	(303) 861-7000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 28, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 17 C.F.R. §240.13d-1(e), 17 C.F.R. 240.13d-1(f), or 17 C.F.R. 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 17 C.F.R. §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   346091606
	1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only). The Anschutz Corporation
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Kansas
Number of Units Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 5,752,662
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 5,752,662
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,752,662
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 5.1%
	14.	Type of Reporting Person (See Instructions) CO

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CUSIP No.   346091606
	1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only). Anschutz Company
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Units Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 5,752,662
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 5,752,662
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,752,662
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 5.1%
	14.	Type of Reporting Person (See Instructions) CO

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CUSIP No.   346091606
	1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only). Philip F. Anschutz
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Units Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,137
			8.	Shared Voting Power 5,752,662
			9.	Sole Dispositive Power 2,137
			10.	Shared Dispositive Power 5,752,662
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,754,799
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 5.1%
	14.	Type of Reporting Person (See Instructions) IN

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This Amendment No. 15 (“Amendment No. 15”) to Schedule 13D further amends Items 2, 4, 5, 6 and 7 of the Schedule 13D (the “Schedule 13D”), which was filed on May 26, 1995, by The Anschutz Corporation, Anschutz Company and Philip F. Anschutz, and which relates to shares of Common Stock, par value $.10 per share (“Common Stock”), of Forest Oil Corporation (the “Company”), as amended by Amendment No. 1, which was filed on July 28, 1995, as further amended by Amendment No. 2, which was filed on February 7, 1996, as further amended by Amendment No. 3, which was filed on August 5, 1996, as further amended by Amendment No. 4, which was filed on November 8, 1996, as further amended by Amendment No. 5, which was filed on August 28, 1997, as further amended by Amendment No. 6, which was filed on January 20, 1998, as further amended by Amendment No. 7, which was filed on May 15, 1998, as further amended by Amendment No. 8, which was filed on July 8, 1998, as further amended by Amendment No. 9, which was filed on August 25, 1998, as further amended by Amendment No. 10, which was filed on September 1, 1998 , as further amended by Amendment No. 11 which was filed on September 4, 1998, as further amended by Amendment No. 12 which was filed on March 10, 2000, as further amended by Amendment No. 13 which was filed on March 9, 2001 and as further amended by Amendment No. 14 which was filed on February 10, 2003.

Item 2.  Identity and Background

The information previously provided in response to Item 2 is amended to read as follows:

This statement is filed on behalf of Philip F. Anschutz (“Anschutz”), Anschutz Company, a Delaware corporation (“AC”) and The Anschutz Corporation, a Kansas corporation (“TAC” and, collectively, the “Reporting Persons”).

Anschutz owns 100% of the outstanding capital stock of AC and AC owns 100% of the outstanding capital stock of TAC.

During the past five years, none of Anschutz, AC or TAC, or any executive officer or director of AC or TAC, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

AC, TAC and their affiliated companies are principally engaged in investments in natural resources, railroads, real estate, telecommunications, technology, entertainment, professional sports, and other businesses.

The (1) name, (2) principal office, business or residence address, and (3) position and present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted, of Anschutz, AC and TAC, and each executive officer and director of AC and TAC  (such executive officers and directors, collectively, the “Control Persons”), as applicable, are set forth below.  Each individual listed below is a citizen of the United States of America.

Filing Persons and Executive Officers and Directors of AC and TAC	Position and Present Principal Occupation or Employment	Principal Office, Business or Residence Address
AC	Not applicable	555 Seventeenth Street Suite 2400 Denver, CO 80202
TAC	Not applicable	555 Seventeenth Street Suite 2400 Denver, CO 80202

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Filing Persons and Executive Officers and Directors of AC and TAC	Position and Present Principal Occupation or Employment	Principal Office, Business or Residence Address
Anschutz	AC: Chairman, Chief Executive Officer and Director TAC: Chairman, Chief Executive Officer and Director	555 Seventeenth Street Suite 2400 Denver, CO 80202
Harvey, Cannon Y.	AC: President, Chief Operating Officer and Director TAC: President, Chief Operating Officer and Director	555 Seventeenth Street Suite 2400 Denver, CO 80202
Black, Bruce F.	AC: Executive Vice President and General Counsel	555 Seventeenth Street Suite 2400 Denver, CO 80202
Slater, Craig D.	AC: Vice President and Director TAC: Executive Vice President and Director	555 Seventeenth Street Suite 2400 Denver, CO 80202
Jones, Richard M.	AC: Vice President, Senior General Counsel and Secretary TAC: Vice President, General Counsel and Secretary	555 Seventeenth Street Suite 2400 Denver, CO 80202
Barnes, Wayne A.	AC: Vice President and Chief Financial Officer TAC: Vice President and Chief Financial Officer	555 Seventeenth Street Suite 2400 Denver, CO 80202
Kundert, Thomas G.	AC: Treasurer and Assistant Secretary TAC: Treasurer and Assistant Secretary	555 Seventeenth Street Suite 2400 Denver, CO 80202
Carpenter, Scott T.	AC: Vice President TAC: Vice President	555 Seventeenth Street Suite 2400 Denver, CO 80202
Jones, Wiley N.	TAC: Vice President/Government Relations	555 Seventeenth Street Suite 2400 Denver, CO 80202
Miller, William J.	TAC: Vice President	555 Seventeenth Street Suite 2400 Denver, CO 80202
Kalstrom, Pamela S.	TAC: Assistant Vice President and Assistant Secretary	555 Seventeenth Street Suite 2400 Denver, CO 80202
Desautels, Darla	TAC: Assistant Secretary	555 Seventeenth Street Suite 2400 Denver, CO 80202

Item 4.  Purpose of Transaction

The information previously furnished in response to this Item 4 is amended to add the following:

On September 28, 2009, TAC completed the settlement of a forward sale contract (the “Contract”) that was entered into on November 1, 2007 with Bear, Stearns & Co. (the “Purchaser”) that relates to an aggregate of 327,875 shares of Common

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Stock of the Company by delivery to the Purchaser of 327,875 shares of Common Stock. Absent a timely election to settle in cash, the Contract provided that TAC would deliver to the Purchaser on each of three days (each such day is referred to herein as a “Settlement Date”) a number of shares of common stock equal to (i) the applicable Base Amount (as hereinafter defined), and (ii) the applicable Exchange Rate, which will be determined as follows:

(a) If the closing price per share (the “Settlement Price”) of the common stock on the relevant Valuation Date is less than or equal to $42.7719 (the “Forward Floor Price”), the Exchange Rate will be one; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $51.3263 (the “Forward Cap Price”), the Exchange Rate will be equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Exchange Rate will be equal to the Adjusted Forward Floor Price (as hereinafter defined) divided by the Settlement Price. The Adjusted Forward Floor Price will be equal to the Forward Floor Price plus the Settlement Price minus the Forward Cap Price.

In consideration for entering into the Contract, TAC received an aggregate prepayment amount of approximately $12,500,000.  In the event of the payment of dividends (whether cash or in-kind), stock splits, reverse stock splits, spinoffs, mergers or similar events affecting the common stock, the Base Amounts and one or more of the Settlement Price, Forward Floor Price and Forward Cap Price were subject to adjustment depending on the nature of the transaction.

TAC pledged 327,875 shares of common stock (the “Pledged Shares”) to secure its obligations under the Contract.  On September 21, 22 and 23, 2009 (the “Valuation Dates”), the Settlement Prices were $18.32, $18.91 and $19.51, respectively.  TAC transferred to the Purchaser 327,875 of the Pledged Shares by the applicable Settlement Date, the last of which was September 28, 2009.

Item 5.  Interest in Securities of the Issuer

The information previously provided in response to Item 5 is amended to read as follows:

Reporting Persons

As of the date of this Amendment No. 15, and after giving effect to the transaction described in Item 4 of this Amendment No. 15, TAC is the beneficial owner of 5,752,662 shares of Common Stock.  Anschutz and AC may be deemed to be indirect beneficial owners of the shares of Common Stock beneficially owned by TAC.  In addition, Anschutz is the direct beneficial owner of 2,137 shares of Common Stock.

TAC:
(a)	Amount beneficially owned:		5,752,662
(b)	Percent of Class:		Approximately 5.1	%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:	0
	(ii)	Shared power to vote or to direct the vote:	5,752,662
	(iii)	Sole power to dispose or to direct the disposition of:	0
	(iv)	Shared power to dispose or to direct the disposition of:	5,752,662
AC:
(a)	Amount beneficially owned:		5,752,662
(b)	Percent of Class:		Approximately 5.1	%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:	0
	(ii)	Shared power to vote or to direct the vote:	5,752,662
	(iii)	Sole power to dispose or to direct the disposition of:	0
	(iv)	Shared power to dispose or to direct the disposition of:	5,752,662

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Anschutz:
(a)	Amount beneficially owned:		5,754,799
(b)	Percent of class:		Approximately 5.1	%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:	2,137
	(ii)	Shared power to vote or to direct the vote:	5,752,662
	(iii)	Sole power to dispose or to direct the disposition of:	2,137
	(iv)	Shared power to dispose or to direct the disposition of:	5,752,662

Control Persons

As of the date of this Amendment No. 15, none of the Control Persons beneficially own shares of Common Stock.

Except as set forth in this Amendment No. 15, none of the Reporting Persons or the Control Persons has effected any transaction in the Common Stock in the previous 60 days.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information previously furnished with respect to this item is hereby amended to add the following:

On November 1, 2007, TAC entered into a forward contract with the Purchaser.  The contract was settled in its entirety on September 28, 2009, as further discussed in Item 4.

Item 7.  Material to Be Filed as Exhibits

The information previously furnished in response to this item is amended by adding references to the following new exhibits being filed with this Amendment No. 15:

Exhibit 15 Amended Equity Derivatives Confirmation dated as of November 1, 2007, by and between The Anschutz Corporation and Bear, Stearns & Co. Inc.

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Signature

After reasonable 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.

Date: October 29, 2009	THE ANSCHUTZ CORPORATION
	By:	Philip F. Anschutz, Chairman
	By:	/s/ Robert M. Swysgood
		Robert M. Swysgood, Attorney-in-fact
Date: October 29, 2009	ANSCHUTZ COMPANY
	By:	Philip F. Anschutz, Chairman
	By:	/s/ Robert M. Swysgood
		Robert M. Swysgood, Attorney-in-fact
Date: October 29, 2009	PHILIP F. ANSCHUTZ
	By:	/s/ Robert M. Swysgood
		Robert M. Swysgood, Attorney in fact

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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EXHIBIT INDEX

Exhibit 15 Amended Equity Derivatives Confirmation dated as of November 1, 2007, by and between The Anschutz Corporation and Bear, Stearns & Co. Inc.

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EX-15

Exhibit 15

DATE:	November 1, 2007
TO:	The Anschutz Corporation
	555 17th Street
	Suite 2400
	Denver, CO 80202
ATTENTION:	Scott Carpenter
TELEPHONE:	(303) 299-1260
FACSIMILE:	(303) 299-1333
FROM:	Derivatives Documentation
TELEPHONE:	212-272-2711
FACSIMILE:	212-272-9857
SUBJECT:	Amended Equity Derivatives Confirmation
REFERENCE NUMBER(S):	NY52043

This Confirmation is amended and supersedes all previous Confirmations regarding this Transaction.

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the “Transaction”) between Bear, Stearns International Limited (“Bear Stearns”) and The Anschutz Corporation (“Counterparty”).  This letter agreement constitutes the sole and complete “Confirmation,” as referred to in the Master Agreement specified below, with respect to this Transaction.

1.The parties agree to negotiate, execute and deliver an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “Form Master Agreement”), together with the schedule thereto and any other related documents, each in form and substance as the parties shall in good faith agree (collectively, the “Executed Master Agreement”). In addition, the parties agree that until execution and delivery of the Executed Master Agreement, a Form Master Agreement, shall be deemed to have been executed and delivered by the parties on the Trade Date of the first transaction that by its terms is intended to be governed by a Master Agreement.  All provisions contained in, or incorporated by reference to, the Form Master Agreement or the Executed Master Agreement (as applicable, the “Master Agreement”) shall govern the Transaction referenced in this Confirmation, except as expressly modified below.  This Confirmation, together with all of the other documents confirming any and all Transactions entered into between us (regardless of which branch, if any, either of us has acted through) that by their terms are intended to be governed by a Master Agreement, shall supplement form a part of and be subject to the Master Agreement.

This Confirmation is subject to and incorporates the 2000 ISDA Definitions (the “Definitions”) and the 2002 Equity Derivatives Definitions (the “2002 Definitions”), each as published by ISDA.

In the event of any inconsistency between this Confirmation and the Definitions, 2002 Definitions or the Master Agreement, this Confirmation shall prevail.

2.The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:
Seller:	Counterparty
Buyer:	Bear Stearns
Shares:	Common shares of Forest Oil Corporation currently trading under the ticker symbol “FST”
Number of Shares:	For each of the first two Valuation Dates 109,291 and 109,293 in the final Valuation Date (327,875 in total).
Forward Price:	Not Applicable
Variable Obligation:	Applicable
Prepayment:	Applicable
Prepayment Amount:	USD 12,500,000.00; of which USD 9,412,729.00 was prepaid on July 19, 2007
Prepayment Date:	November 5, 2007
Forward Floor Price:	USD 42.7719
Forward Cap Price:	USD 51.3263
Exchange:	The New York Stock Exchange, Inc.
Related Exchange(s):	All Exchanges
Clearance Systems:	The Depository Trust Company (DTC)
Calculation Agent:	Bear Stearns

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Valuation:
Valuation Time:	The Scheduled Closing Time
Valuation Dates:	Each of:September 21, 2009 September 22, 2009 September 23, 2009
Market Disruption Event:	For purposes of this Transaction, in the event that a Market Disruption Event occurs on any Valuation Date, the provisions of Section 6.6 of the 2002 Definitions will not apply, rather the provisions of Section 6.7(c)(iii)(A) of the 2002 Definitions will apply with the Valuation Dates being treated as Averaging Dates and the final scheduled Valuation Date occurring in the same month as the Disrupted Day being treated as the Scheduled Valuation Date for purpose of that provision and of Section 6.7(c)(iii)(C).
Settlement Terms:
Physical Settlement:	To be determined per “Settlement Method Election”.
Settlement Currency:	USD
Settlement Price:	To be determined in accordance with the 2002 Definitions.
Relevant Price:	To be determined in accordance with the 2002 Definitions.
Settlement Date:	The day that falls one Settlement Cycle following the relevant Valuation Date (or, if such date is not a Clearance System Business Day, the next following Clearance System Business Day)
Settlement Method Election:	Applicable (subject to the obligation of the Seller to post cash Collateral in accordance with the Collateral Provisions below).

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Electing Party:	Seller
Settlement Method Election Date:	In respect of any particular Valuation Date, the fifth Scheduled Trading Day preceding such Valuation Date.
Default Settlement Method:	Physical Settlement
Settlement Terms if Cash Settlement is Applicable:
Settlement Price:	To be determined in accordance with the 2002 Definitions.
Relevant Price:	The same as the Relevant Price if Physical Settlement were applicable.
Cash Settlement Payment Date:	The Currency Business Days after the Valuation Date.
Dividends:
Extraordinary Dividend:	The portion of any dividend in excess of USD 0.50 per Share per fiscal quarter.
	In the event that the Issuer’s dividend policy results in declaration of dividends on an other-than-quarterly basis, the Calculation Agent shall adjust this provision accordingly. Notwithstanding the foregoing, in the event that the adjustment otherwise required by “Adjustment for Dividends” below would result in a Forward Cap Price of below USD 49.1877 (the “Forward Cap Floor”), then whatever portion of such dividend as is necessary to preserve Forward Cap Price at the Forward Cap Floor shall be treated as an Extraordinary Dividend.

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	To the extent that any such Extraordinary Dividend is paid, the Extraordinary Dividend will be deposited in the Custodial Account (as defined below) and the amount of any such Extraordinary Dividend shall be increased by an amount equal to the product of (i) the amount of such Extraordinary Dividend, multiplied by (ii) the actual number of days from and including the date such Extraordinary Dividend is paid to and excluding the relevant Valuation Date over 360, multiplied by (iii) the then-current cost for Bear Stearns to fund itself for a period equal to the period from and including the date that such Extraordinary Dividend is paid to and excluding the relevant Valuation Date (as determined by the Calculation Agent).
Excess Dividend Amount:	Ex Amount for the relevant Number of Shares
	For the avoidance of doubt, this will result in a payment of an amount equal to the aggregate Extraordinary Dividends for the relevant Number of Shares on the relevant Settlement Date.
Dividend Period:	The period from but excluding the Trade Date to and including the Valuation Date.
Non-Cash Dividends	In the case of any Potential Adjustment Event that is a non-cash dividend or distribution, on the date of the first public announcement by the Issuer of such non-cash dividend or distribution, Bear Stearns and the Counterparty shall endeavor to agree to appropriate adjustments with respect to this Transaction to variables relevant to the exercise, settlement or payment terms; provided however, that if the parties hereto have not reached agreement as to appropriate adjustments by the third Business Day following the date of the first public announcement of such non-cash distribution or dividend, the Calculation Agent shall determine the adjustments to be made to this Transaction in accordance with the terms of this Confirmation.

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Share Adjustments:
Method of Adjustments:	Calculation Agent Adjustment; provided, however, that adjustments may be made to account for changes in volatility, stock loan rate and liquidity relative to the relevant Share but only in respect of Potential Adjustment Events of the types described in Sections 11.2(e)(ii)(A), 11.2(e)(ii)(B) and 11.2(e)(iii) of the 2002 Definitions and events of the types described in Sections 11.2(e)(vi) and 11.2(e)(vii) to the extent analogous to the foregoing. Adjustments in respect of events under Section 11.2(e)(iii) shall be in addition to the provisions hereof relating to Excess Dividend Amount. The Forward Cap Floor shall be subject to adjustment hereunder for Potential Adjustment Events other than dividends.
Adjustment for Dividends:	If the ex date for any dividend (or any portion of a dividend) not included in the Excess Dividend Amount occurs during the terms of this Transaction, then the Calculation Agent shall make such adjustments to the Forward Cap Price as may be necessary, taking account of the value of the dividend excluded from the Excess Dividend Amount, as well as volatility, stock loan rate and liquidity relative to the relevant Share, to preserve the economic value of the Transaction equivalent to that it would have had but for the declaration and payment of the excluded dividend (or portion thereof), but subject to the limitations relating to the Forward Cap Floor set out in “Extraordinary Dividend” above. If the Forward Cap Price is adjusted pursuant to the prior sentence, the dividend related to such adjustment shall not be transferred to the Buyer.
Consequences for Merger Events:
Share-for-Share:	Calculation Agent Adjustment

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Share-for-Other:	Cancellation and Payment (Calculation Agent Determination) for cash consideration and Modified Calculation Agent Adjustment for any portion of the consideration consisting neither of cash nor of New Shares (as defined in Section 12.1(i) of the 2002 Definitions) In the event that any portion of the consideration for a Merger Event is consideration consisting neither of cash nor of New Shares, Bear Stearns and the Counterparty will act jointly as Calculation Agent in good faith and a commercially reasonable manner. If the joint Calculation Agents do not reach an agreement each party will immediately select an independent dealer in the market and those two dealers will select a third dealer and upon determination by that third dealer of the proper adjustment, that adjustment will prevail absent bad faith or manifest error.
Share-for-Combined:	Component Adjustment
Determining Party:	Buyer
Obligation to Consult:	Prior to determining that no adjustment it could make in respect of a Merger Event will produce a commercially reasonable result, the Calculation Agent will consult in good faith with the Counterparty to determine whether a mutually-agreeable adjustment could be made.
Tender Offer:	Not Applicable
Nationalization, Insolvency or Delisting:	Cancellation and Payment
Determining Party:	Buyer
Additional Disruption Events:
Change in Law:	Applicable
Failure to Deliver:	Applicable

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Insolvency Filing:	Applicable
Loss of Stock Borrow:	Applicable
Maximum Stock Loan Rate:	25 basis points per annum on the then-current market value of the Shares. Such costs will include internal allocated costs not in excess of market cost for borrowing the Shares.
Hedging Party:	Buyer
Determining Party:	Buyer
Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable

Additional Representations of the Counterparty.  With respect to the Shares pledged as Collateral under this Transaction and any Shares delivered in accordance herewith, Counterparty represents and warrants to Bear Stearns and its affiliates and subsidiaries (which representation and warranty will be deemed repeated at all time during the period from and including the Trade Date to and including the final Settlement Date) that:

(a)the Shares pledged as Collateral under this Transaction and any Shares delivered to the Buyer in connection with this Transaction are not and shall not be subject to any condition to or restriction on the ability of the holder thereof to freely sell, assign or otherwise transfer such Shares, including any contractual restriction, requirement for receipt of approval, limitations on the status of transferees, deliveries of certifications, opinions or other documents (other than a stock power or like instrument of transfer), or requirement of registration or prospectus delivery other than pursuant to Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), or any successor rule, regulation or provision;

(b)During the three-month period preceding the Trade Date, (i) Counterparty has not sold any Shares (or securities convertible into Shares), (ii) no Shares (or securities convertible into Shares) which were donated by the Counterparty within one year preceding the Trade Date have been sold for the account of the donee thereof, (iii) no Shares (or securities convertible into Shares) which were placed into a

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trust by the Counterparty as settlor within one year preceding the Trade Date, if any, have been sold and (iv) no other Shares (or securities convertible into Shares) have been “sold” within the meaning of Rule 144(e);

(c)no default in any obligation of Counterparty secured by Shares (or securities convertible into Shares) has occurred during the two-year period preceding the Trade Date;

(d)Counterparty has not agreed with any person (natural or legal) to act in concert for the purpose of selling Shares or any securities convertible into Shares.

(e)for purposes of determining the holding period under Rule 144, the Shares pledged as Collateral under this Transaction were “acquired from the issuer” (for purposes of Rule 144) in excess of two years prior to the Trade Date;

(f)Counterparty is not, as at the Trade Date and any date on which a Settlement Method Election is made, in possession of any material non-public information regarding the Shares or the issuer, and Counterparty has not provided Bear Stearns with any material non-public information relating to the issuer;

(g)all representations made by the Counterparty in the STAMPS Disclosure letter dated October 6, 2004 were true and correct as of the date made or deemed made;

(h)Counterparty has the sole legal right, power and authority to sell, pledge, transfer and deliver the Shares and authorizes Bear Stearns to have the Shares pledged as Collateral and reregistered into Bear Stearns’s “street name” not earlier than 365 days after the Trade Date; and

(i)as of the Trade Date, the Counterparty had a valid business purpose for entering into this Transaction, and the Transaction was consistent with the Counterparty’s overall investment strategy.

Collateral Provisions.

(a)At all times during the term of this Transaction, Counterparty shall deliver to and maintain with Wilmington Trust Company (“Custodian”) in account number 075061-011 pledged to Bear Stearns (“Custodial Account”) as collateral Shares in number equal to the maximum number of Shares deliverable hereunder (as such amount may be from time to time adjusted in accordance herewith).  Counterparty shall have the right to substitute different Shares (of a like type, class and number) for Shares maintained as collateral, and upon verification that the substitute Shares are in good form and are accompanied by customary documentation, the original Shares for which the substitute Shares are substituted shall be released to Counterparty within a reasonable time following its request.

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(b)These Collateral Provisions and the Securities Account Control Agreement (“SACA”) among Counterparty, Bear Stearns and Custodian shall be deemed a security agreement, and shall be governed by the laws of the State of New York, without giving effect to the conflicts or choice of law provisions thereof.  The Counterparty hereby grants a first priority continuing security interest in the Custodial Account, and all property therein including the Shares and all Collateral provided hereunder (including cash collateral provided under (d) below) and in any and all substitutions therefor, proceeds thereof and distributions thereon.  These Collateral Provisions and the SACA each constitute a Credit Support Document and the failure by a party to deliver, return, or release Collateral in accordance with these Collateral Provisions (if such failure is not remedied on or before the Local Business Day after notice of such failure is given to such party) shall constitute an Event of Default for purposes of Section 5(a)(iii) of the Master Agreement with respect to such party.  For purposes of these Collateral Provisions, the term “Local Business Day” shall have the meaning given to such term in the Master Agreement, except that references to a payment in clause (b) thereof will be deemed to include a delivery, return or release of Collateral hereunder.

(c)Bear Stearns or any of its affiliates may not borrow, pledge, use in their own business or otherwise rehypothecate any property pledged to Bear Stearns hereunder without the prior written consent of the Counterparty.

(d)As a condition precedent to the right of the Seller to elect that Cash Settlement apply, the Seller shall post cash collateral to the Custodial Account on the Settlement Method Election Date cash Collateral (which shall be Collateral for purposes of these Collateral Provisions) in an amount determined by Bear Stearns in its sole discretion, unless the amount required exceeds 25% of the prevailing value of the Shares (multiplied by the Number of Shares), in which case such amount must have been determined by Bear Stearns in its reasonable discretion.  Such Collateral shall be in addition to the Share collateral and Share proceeds (including dividends) required to be posted hereunder;

(e)For any given Settlement Date, Counterparty may deliver Shares in addition to the Shares then posted as Collateral and instruct that such newly-delivered Shares be used to settle its obligations to deliver and the original Shares held as Collateral be returned to it after completion of its settlement obligations.

(f)Bear Stearns agrees that it will not deliver a Control Notice under the SACA prior to the occurrence of an Event of Default with respect to which Counterparty is the Defaulting Party.

Agency.  Counterparty acknowledges that Bear, Stearns & Co. Inc. (“BS&C”) has acted as agent for Counterparty solely for the purposes of arranging this Transaction with its Affiliate, Bear Stearns and has acted as agent for Bear Stearns (without accepting any liability for Bear Stearns’s performance or non-performance of Bear Stearns’s obligations under the Transaction) in connection with the execution of this confirmation on Bear Stearns’s behalf.  This Confirmation is being provided by BS&C in such capacity.  Upon your written request, BS&C

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will furnish you with the time at which this Transaction was entered into.  Bear Stearns is not a member of the Securities Investor Protection Corporation.

Non-Confidentiality.  Notwithstanding any agreement or representation, written or oral, made by either party in connection with this Transaction, each of the parties (and each employee, representative, or other agent of the aforementioned) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any Transaction hereunder and all materials of any kind (including opinions or other analyses) that are provided to it relating to such tax treatment and tax structure.

Additional Provisions

Non-Reliance.  Each party represents to the other party that (a) it has not received and is not relying upon any legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party regarding this Transaction, other than representations expressly made by that other party in this Confirmation and in the Master Agreement and (b) in respect of this Transaction, (i) it has the capacity to evaluate (internally or through independent professional advice) this Transaction and has made its own decision to enter into this Transaction and (ii) it understands the terms, conditions and risks of this Transaction and is willing to assume (financially and otherwise) those risks.  Counterparty acknowledges that Bear Stearns has advised Counterparty to consult its own tax, accounting and legal advisors in connection with this Transaction evidenced by this Confirmation and that the Counterparty has done so.

Eligible Contract Participant.  Each party represents that it constitutes an “eligible contract participant” as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.

Payment Date Netting.  The parties agree that subparagraph (ii) of Section 2(c) of the Master Agreement will not apply to any Transactions that are or will be governed by the Master Agreement.  Thus all amounts payable on the same date in the same currency in respect of all Transactions shall be netted.

Governing Law.  The laws of the State of New York, without reference to the choice or conflicts of law principles thereof.

Termination Currency.  USD shall be the Termination Currency.

Transfer.  Bear Stearns may transfer its rights and obligations under this Transaction, in whole or in part, to any of its Affiliates without Counterparty’s consent.

Measure of Damages.  Second Method and Market Quotation shall apply.

Contact information.  For purposes of the Master Agreement (unless otherwise specified in the Executed Master Agreement), the addresses for notice to the parties shall be:

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(a)Counterparty

The Anschutz Corporation

555 17th Street

Suite 2400

Denver, CO 80202

Attention:  Scott Carpenter

(b)Bear Stearns:

Bear, Stearns International Limited

One Canada Square

London, England

Attention:  Legal Department

with a copy to:

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

Attention:  Steve Meyer

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Bear Stearns a facsimile of the fully-executed Confirmation to 212-272-9857.  For inquiries regarding U.S. Transactions, please contact Fenaba Addo by telephone at 212-272-2463.  For all other inquiries please contact Derivatives Documentation by telephone at 353-1-402-6233.  Originals will be provided for your execution upon your request.

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We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

BEAR, STEARNS & CO. INC., AS AGENT FOR BEAR, STEARNS INTERNATIONAL LIMITED

By:	/s/ Michael O’Donovan
	Name:	Michael O’Donovan
	Title:	Authorised Signatory

Counterparty hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

THE ANSCHUTZ CORPORATION

By:	/s/ Scott T. Carpenter
	Name:	Scott T. Carpenter
	Title:	Vice President

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