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Exhibit 4.1
AMENDMENT TO THE
1996 INCENTIVE STOCK PLAN
The 1996 Incentive Stock Plan ("Incentive Plan") of Midcoast Energy
Resources, Inc. is hereby amended as follows, effective February 24, 2000,
subject to shareholder approval:
1. The second paragraph of Section 3 is amended to read as follows in its
entirety:
The Committee may grant Options, shares of Restricted Stock, Performance
Awards, shares of Phantom Stock and Stock Bonuses under the Plan with respect
to a number of shares of Common Stock that in the aggregate at any time does
not exceed 1,000,000 shares of Common Stock, subject to adjustment pursuant
to Section 12 hereof. The grant of a Cash Bonus shall not reduce the number
of shares of Common Stock with respect to which Options, shares of Restricted
Stock, Performance Awards, shares of Phantom Stock or Stock Bonuses may be
granted pursuant to the Plan. Notwithstanding any provision in the Plan to
the contrary, the maximum number of shares of Common Stock that may be
subject to Incentive Awards granted to any one individual during any calendar
year shall be 50,000 shares of Common Stock, subject to adjustment under
Section 12 hereof. The limitation set forth in the preceding sentence shall
be applied in a manner which will permit compensation generated in connection
with the exercise of Options and the payment of Performance Awards to
constitute "qualified performance-based compensation" for purposes of Section
162(m) of the Code, including, without limitation, counting against such
maximum number of shares, to the extent required under Section 162(m) of the
Code and applicable interpretive authority thereunder, any shares subject to
Options that are canceled or repriced.
