Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2008, the Compensation Committee ("Committee") of the Copano Energy, L.L.C. ("Company") Board of Directors ("Board") approved an amendment to the Company's Management Incentive Compensation Plan ("MICP") to (i) permit settlement of MICP bonuses with either cash or awards under the Company's Long-Term Incentive Plan, in the discretion of the Committee, (ii) provide that special incentive bonuses may be paid at any time during a plan year, rather than only after the close of a plan year, and (iii) include provisions to comply with the Final Regulations issued under Section 409A of the Internal Revenue Code (as amended, the "Plan"). On November 5, 2008, the Board approved the Plan.
In addition, the Committee approved a new form of phantom unit award agreement, which accommodates bonuses paid using equity awards that may have shorter vesting periods. The new form of award agreement eliminates terms relating to distribution equivalent rights.
Copies of the Plan and the new form of phantom unit award agreement are filed with this report as Exhibits 99.1 and 99.2, respectively. Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Copano Energy, L.L.C. Management Incentive Compensation Plan

99.2 Form of Phantom Unit Award Agreement for use in settlement of bonuses

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