Performance Stock Unit Agreement (2015)Full Document 

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MIDCOAST ENERGY PARTNERS, L.P.

2013 LONG-TERM INCENTIVE PLAN

Performance Stock Unit Agreement

This Performance Stock Unit Agreement (this "Agreement") is made as of , 20 between Midcoast Holdings, L.L.C. (the "Company") - the general partner of Midcoast Energy Partners, L.P. (the "Partnership") - and the participant listed above (the "Participant") pursuant to the Midcoast Energy Partners, L.P. 2013 Long-Term Incentive Plan (the "Plan").

WHEREAS the Plan was established to:

promote the interests of the Partnership and the Company, by providing incentive compensation awards denominated in or based on Units to Employees to encourage superior performance; and,

enhance the ability of the Partnership, the Company and their Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership, the Company and their Affiliates and to encourage them to devote their best efforts to advancing the business of the Partnership, the Company and their Affiliates;

AND WHEREAS the Participant has been designated under the provisions of the Plan as a plan participant;

NOW THEREFORE in consideration of the premises and the covenants and agreements herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

1.

The Participant acknowledges receipt of a copy of the Plan and hereby agrees that the terms and conditions of the Plan, as the same may be amended or revised from time to time, will govern the performance stock units granted hereby (the "Performance Stock Units") and shall be deemed to be incorporated by reference herein and to form a part of this Agreement. Each capitalized term not otherwise defined herein shall have the meaning given to such term in the Plan. Where there is any conflict between the terms and conditions of this Agreement and the Plan with respect to the Performance Stock Units granted hereby, the terms and conditions of the Plan shall prevail.

As used in this Agreement, the following terms shall have the meanings set forth below:

(a)

"Board" means the board of directors or board of managers, as the case may be, of the Company.

(b)

"Change in Control" means, and shall be deemed to have occurred upon one or more of the following events:

i.

any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company or an Affiliate of the Company (as determined immediately prior to such event), shall become the beneficial owner, by way of merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership or Enbridge Energy Partners LP or its general partner;

ii.

the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership;

iii.

the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership or an Affiliate of the Company or of the Partnership;


iv.

a transaction resulting in a Person other than the Company or an Affiliate of the Company (as determined immediately prior to such event) being the sole general partner of the Partnership; or

v.

a Change of Control as defined in the Enbridge Inc. Performance Stock Unit Plan (2007), as amended (2012).

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) above with respect to such Award must also constitute a "change in control event," as defined in Treasury Regulation §1.409A-3(i)(5), and as relates to the holder of such Award, to the extent required to comply with Section 409A.

(c)

"Code" means the Internal Revenue Code of 1986, as amended.

(d)

"Committee" means the Board, except that it shall mean such committee of the Board as may be appointed by the Board to administer the Plan, or as necessary to comply with applicable legal requirements or listing standards.

(e)

"DER" means the distribution equivalent rights as described in the Plan.

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