EXHIBIT 4.1

[ABITIBI CONSOLIDATED LOGO]

ABITIBI-CONSOLIDATED INC. STOCK OPTION PLAN

Grant of Options

(a)   The Board of Directors of Abitibi-Consolidated Inc. (the Company) may from
      time to time, in its discretion, grant to key executive and management
      personnel of the Company and of its subsidiaries (including officers, but
      excluding Directors who are not salaried officers or employees) (the
      Eligible Employees) the right to purchase from treasury, common shares in
      the capital stock of the Company (Shares) or to receive Shares from
      treasury pursuant to the terms of the Abitibi-Consolidated Inc. Stock
      Option Plan (the Plan) or any other benefit or incentive plan of the
      Company established after the amalgamation of the Company on May 30, 1997.
      No option shall be granted unless recommended by the Human Resources and
      Compensation Committee, or such other committee or committees as may be
      authorized by the Board of Directors for the purpose hereof (the
      Committee). The Board of Directors may reserve Shares for issuance under
      the Plan, provided that the maximum number of Shares that may be issued
      under the Plan shall not exceed twelve million Shares (the Specified
      Maximum) subject to adjustment as provided pursuant to paragraph (j)
      hereof. Shares underlying options which for any reason have been
      cancelled, terminated or otherwise expired unexercised in accordance with
      the terms of the Plan, shall be available for issuance under the Specified
      Maximum. The aggregate number of Shares reserved for issuance which may be
      issued to any one person under the Plan including any other employee stock
      option plan or options for services shall be 5% of all issued voting
      shares of the Company (on a non-diluted basis) less the aggregate number
      of voting shares of the Company reserved for issuance to such person under
      any other employee stock option plan or options for services (or the
      lesser of such other percentages as may from time to time be prescribed by
      the stock exchanges on which the voting shares of the Company are then
      listed).

Option Price

(b)   The purchase price per Share, upon the exercise of each option, shall be
      the price fixed for such option by the Committee, but such price shall not
      be less than the Market Price of the Shares on the date the option is
      granted. For the purposes of the Plan, Market Price shall be deemed to be
      the average of the highest and lowest Share price as reported for the five
      business days immediately preceding the granting of the option on the
      principal Canadian exchange on which the Shares were traded.


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Expiry of Options

(c)   Subject to paragraph (f), each option, unless sooner terminated, shall
      expire on a date to be fixed by the Board of Directors, on the
      recommendation of the Committee, which date shall be not later than ten
      years from the date the option is granted. The instrument evidencing each
      option shall be signed by the Company and notice thereof shall be sent to
      the employee.

Options not Assignable

(d)   Each option shall be exercised solely by the employee to whom it was
      granted except as hereinafter provided in the case of the employee's
      death. During the lifetime of the employee, the option and any rights and
      privileges pertaining thereto shall not be transferred, assigned, pledged
      or hypothecated by him in any way whether by operation of law or
      otherwise, and shall not be subject to execution, attachment or similar
      process.

Service of Employee

(e)   The Shares, or any part thereof, in respect of which each option is
      granted shall become available for purchase only after the employee has
      remained in the continuous employment of the Company for such period or
      periods from the date on which the option is granted as may be specified
      by the Committee granting such option. Whether authorized leave of absence
      or absence on military or government service shall or shall not constitute
      termination of employment or an interruption of continuous employment for
      the purposes of the Plan, shall be determined by the Board of Directors on
      the recommendation of the Committee. The transfer of an employee from the
      Company to a subsidiary or from a subsidiary to the Company or another
      subsidiary shall not constitute a termination of employment or an
      interruption of continuous employment for the purposes of the Plan. For
      the purposes of the Plan, employment shall mean full-time employment with
      the Company and/or one or more of its subsidiaries and the employment of
      any employee shall be deemed to have terminated when such employee is no
      longer a full-time employee of the Company and/or one or more of its
      subsidiaries.

Exercise of Option

(f)   Shares which became purchasable in accordance with paragraph (e) hereof
      shall thereafter continue to be available for purchase by the employee
      until the expiration or other termination of the option. Receipt by the
      Secretary of the Company of written notice from the employee to whom any
      option has been granted specifying the number of Shares to be purchased,
      accompanied by payment of the aggregate exercise price for such Shares,
      (or, where the employee elects the market growth alternative provided for
      in paragraph (g) hereof, by payment of the price specified therein) shall
      constitute exercise of the option as to such Shares up to but not in
      excess of the number of Shares then available for purchase. Any exercise
      of an option shall be in accordance with all applicable law and no option
      shall be exercised during any period in which such exercise

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      would not be in accordance with applicable law (the Prohibited
      Period). Notwithstanding the provisions of paragraph (c), any options
      which would otherwise expire during the Prohibited Period shall be deemed
      not to expire and shall be extended for a period of five business days
      following the Prohibited Period; provided that in no event shall any
      option be exercisable after 10 years following the date that the option
      was granted.

Market Growth Alternative

(g)   The number of Shares to be issued to the employee pursuant to the market
      growth alternative shall be determined by multiplying the number of Shares
      with respect to which the employee has elected to exercise his option by a
      fraction, the numerator of which is the amount, if any, by which the
      Market Price at that time exceeds the exercise price and the denominator
      of which is the said Market Price, and rounding the result to the next
      lower whole Share. The subscription price for the Shares in respect of
      which the employee has elected the market growth alternative shall be
      satisfied by the payment by the employee to the Company of 1 cent per
      share and the release by the employee of the Company's obligation to issue
      the larger number of Shares specified by the employee in the notice
      referred to in paragraph (f) hereof and after such payment and release the
      Shares issued as provided for above shall be deemed to have been paid for
      in full. If such option is exercised pursuant to the market growth
      alternative the employee shall be deemed, for the purpose of calculating
      the remaining number of Shares subject to option, to have exercised his
      option in respect of the number of Shares specified in the notice referred
      to in paragraph (f) hereof, notwithstanding that he may in fact receive a
      lesser number of Shares pursuant to the market growth alternative.

Termination of Employment

(h)   Unless otherwise determined by the Committee, if the employment of any
      employee shall be terminated so that he is no longer employed either by
      the Company or by any subsidiary, his option shall terminate, except
      (subject to paragraph (c) hereof) that:

      (i)   if the employment of such employee shall terminate by reason of his
            death while in the employment of the Company or of a subsidiary,
            then such option shall be exercisable by his personal
            representatives with respect to the number of Shares that the
            employee had the right to purchase at the time of such termination,
            but only within five years after the date of his death;

      (ii)  if the employment of such employee shall terminate by reason of his
            retirement or for any other reason approved by the Company, then
            such option shall be exercisable by the employee but only within
            five years after such termination (or, in the case of the death of
            such employee within five years after such termination, then by his
            personal representatives with respect to the number of Shares that

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            the employee had the right to purchase at the time of his death,
            within five years after the date of his death);

      (iii) if the employment of such employee shall be terminated for cause,
            then such option shall forthwith become void and non-exercisable;

      (iv)  if the employment of such employee shall be terminated without
            cause, at the Company's initiative, then such option shall be
            exercisable by the employee with respect to the number of Shares
            that he had a right to purchase at the time of such termination, but
            only within five years after such termination (or, in the case of
            the death of such employee within five years after such termination,
            then by his personal representatives within three years after the
            date of his death);

      (v)   if the employment of such employee shall terminate for any reason
            other than those referred to in subparagraphs (i), (ii), (iii) and
            (iv), then such option shall be exercisable by the employee with
            respect to the number of Shares that he had the right to purchase at
            the time of such termination, but only within three months after
            such termination (or, in the case of the death of such employee
            within three months after such termination, then by his personal
            representatives within one year after the date of his death);

      provided that in no event shall any option be exercisable after the date
      fixed in such option for its expiration.

Payment for Shares

(i)   Shares shall be issued immediately after the payment in full of the
      exercise price of the option in accordance with paragraphs (f) and (g) of
      the Plan. No employee shall have any of the rights of a shareholder in
      respect of the Shares subject to an option until such Shares have been
      paid for in full and issued to him upon the exercise of such option.

Stock Dividend/Stock Split/Stock Consolidation

(j)   In the event of any change in the outstanding Shares by reason of any
      stock dividend (other than an issue of Shares to shareholders pursuant to
      their election to receive dividends in the form of Shares in lieu of cash
      dividends declared payable in the ordinary course by the Company), stock
      split or consolidation, recapitalization, amalgamation, merger,
      combination or exchange of shares or other corporate change the Board
      shall make such appropriate substitution or adjustment in: (i) the number
      or kind of shares or other securities reserved for issuance pursuant to
      the Plan; and (ii) the number and kind of shares subject to unexercised
      options theretofore granted and the option price of such shares, provided,
      however, that no substitution or adjustment shall obligate the Company to
      issue or sell fractional shares. In the event of the reorganization of the
      Company or the amalgamation merger or combination of the Company with
      another corporation, the Board


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      may make appropriate provision for the continuance of outstanding rights
      under the Plan. Notwithstanding the foregoing, the purchase price payable
      upon the exercise of an option in accordance with the market growth
      alternative shall remain at 1 cent per Share.

Amendment or Termination of Plan

(k)   Subject to the prior approval of the relevant stock exchanges, the Board
      of Directors may amend, suspend or terminate the Plan at any time,
      provided, however, that no amendment shall be made without shareholder
      approval which shall increase the maximum number of Shares that may be
      issued under the Plan, change the manner of determining the minimum option
      price or extend the option period under any option beyond ten years. No
      such amendment, suspension or termination shall alter or impair any right
      theretofore granted to any employee without the consent of such employee.
      Subject to approval of the relevant stock exchange and with the consent of
      an employee affected thereby, the Board of Directors may amend or modify
      any outstanding option in any manner to the extent that the Board of
      Directors would have had the authority to initially grant such option as
      so modified or amended, including without limitation, to change the date
      or dates as of which an option becomes exercisable.

Interpretation

(l)   Within the foregoing limitations, the Board of Directors shall provide for
      the grant and exercise of options on such terms (which may vary as between
      options) as it shall determine. All decisions and interpretations made by
      the Board of Directors or the Committee shall be binding and conclusive on
      the Company and on all employees eligible to participate in the Plan.

Provisional Grant of Options

(m)   The Company may grant options to Eligible Employees at any time; provided,
      however, that no such option may be exercised until the next business day
      following the date on which the shareholders of the Company have approved
      the Plan. If the shareholders do not approve the Plan, the Plan shall be
      deemed to be wound-up and all options granted pursuant to the Plan shall
      be deemed void and non-exercisable.