<PAGE>
                                                                     EXHIBIT 4.1

                              MARINER ENERGY, INC.
                   AMENDED AND RESTATED STOCK INCENTIVE PLAN

SECTION 1. PURPOSE OF THE PLAN

     The Mariner Energy, Inc. Stock Incentive Plan effective as of March 11,
2005 (the "Original Plan") is hereby amended and restated (the "Plan" or the
"Amended and Restated Plan") is intended to promote the interests of Mariner
Energy, Inc., a Delaware corporation (the "Company"), by encouraging Employees
and Directors to acquire or increase their equity interest in the Company and to
provide a means whereby they may develop a sense of proprietorship and personal
involvement in the development and financial success of the Company, and to
encourage them to remain with and devote their best efforts to the business of
the Company, thereby advancing the interests of the Company and its
stockholders. The Plan is also contemplated to enhance the ability of the
Company and its Subsidiaries to attract and retain the services of individuals
who are essential for the growth and profitability of the Company.

SECTION 2. DEFINITIONS

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

     "Award" shall mean an Option or Restricted Stock.

     "Award Agreement" shall mean any written or electronic agreement, contract,
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations thereunder.

     "Committee" shall mean the Board or any committee of the Board designated,
from time to time, by the Board to act as the Committee under the Plan.

     "Director" shall mean any member of the Board who is not an Employee.

     "Employee" shall mean any employee of the Company, a Subsidiary or a Parent
Entity.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" shall mean, as of any applicable date, the last
reported sales price for a Share on the principal securities exchange on which
the Shares are traded on the applicable date as reported by such reporting
service approved by the Committee; provided, however, that if Shares shall not
have been quoted or traded on such applicable date, Fair Market Value shall be
determined based on the next preceding date on which they were quoted or traded,
or, if deemed appropriate by the Committee, in such other manner as it may
determine to be appropriate. In the event the Shares are not publicly traded at
the time a determination of its Fair Market Value is required to be made
hereunder, the determination of Fair Market Value shall be made in good faith by
the Committee.

<PAGE>

     "Incentive Stock Option" or "ISO" shall mean an option granted under
Section 6(a) of the Plan that is intended to qualify as an "incentive stock
option" under Section 422 of the Code or any successor provision thereto.

     "Non-Qualified Stock Option" or "NQO" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

     "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     "Parent Entity" means any entity that owns a majority of the voting power
of the Company, directly or indirectly, except with respect to the grant of an
ISO the term Parent Entity shall mean any "parent corporation" as defined in
Section 424 of the Code.

     "Participant" shall mean any Employee or Director granted an Award under
the Plan.

     "Person" shall mean individual, corporation, partnership, limited liability
company, association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.

     "Restricted Period" shall mean the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant.

     "Restricted Stock" shall mean any Share, prior to the lapse of restrictions
thereon, granted under Section 6(b) of the Plan.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.

     "SEC" shall mean the Securities and Exchange Commission, or any successor
thereto.

     "Shares" or "Common Shares" or "Common Stock" shall mean the common stock
of the Company, $.0001 par value, and such other securities or property as may
become the subject of Awards of the Plan.

     "Subsidiary" shall mean any entity (whether a corporation, partnership,
joint venture, limited liability company or other entity) in which the Company
owns a majority of the voting power of the entity directly or indirectly, except
with respect to the grant of an ISO the term Subsidiary shall mean any
"subsidiary corporation" of the Company as defined in Section 424 of the Code.

SECTION 3. ADMINISTRATION.

     The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations conferred on the


                                       -2-

<PAGE>

Committee by the Plan, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to a Participant; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi)
interpret and administer the Plan and any instrument or agreement relating to an
Award made under the Plan; (vii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, any Subsidiary, any Parent Entity, any
Participant, any holder or beneficiary of any Award, any stockholder and any
other Person.

SECTION 4. SHARES AVAILABLE FOR AWARDS.

     (a) Shares Available. Subject to adjustment as provided in Section 4(c),
(i) the number of Shares that may be issued with respect to Awards granted under
the Plan shall be 6,500,000, and (ii) the maximum number of shares with respect
to which Options of Restricted Stock may be granted to an Employee during the
term of the Plan shall be 2,850,000. If an Award is forfeited or otherwise
lapses, expires, terminates or is canceled without the actual delivery of
Shares, then the Shares covered by such Award, to the extent of such forfeiture,
expiration, lapse, termination or cancellation, shall again be Shares that may
be issued with respect to Awards granted under the Plan. Shares withheld by the
Company to satisfy tax withholding or exercise price obligations shall not be
considered delivered under the Plan and shall again be available for issuance
under future Awards.

     (b) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

     (c) Adjustments. In the event of a stock dividend or stock split with
respect to Shares, the number of Shares with respect to which Awards may be
granted, the maximum number of shares with respect to which Options or
Restricted Stock may be granted to an Employee during the term of the Plan, the
number of Shares subject to outstanding Awards, and the grant or exercise price
with respect to outstanding Awards automatically shall be proportionately
adjusted, without action by the Committee, which adjustment will be evidenced by
written addendums to the Plan and Award Agreements prepared by the Company and,
with respect to Options, shall be in accordance with the Treasury Regulations
concerning Incentive Stock Options.

SECTION 5. ELIGIBILITY.

     Any Employee or Director shall be eligible to be designated a Participant
by the Committee.


                                       -3-

<PAGE>

SECTION 6. AWARDS.

     (a) Options. Subject to the provisions of the Plan, the Committee shall
have the authority to determine Participants to whom Options shall be granted,
the number of Shares to be covered by each Option, the purchase price therefor
and the conditions, whether the Option is an ISO or a Non-Qualified Stock
Option, and limitations applicable to the exercise of the Option, including the
following terms and conditions and such additional terms and conditions, as the
Committee shall determine, that are not inconsistent with the provisions of the
Plan.

          (i) Exercise Price. Subject to adjustment pursuant to Section 4(c) of
     the Plan, the purchase price per Share purchasable under an Option shall be
     determined by the Committee at the time the Option is granted, but shall
     not be less than the Fair Market Value per Share on the effective date of
     such grant.

          (ii) Time and Method of Exercise. The Committee shall determine and
     provide in the Award Agreement the time or times at which an Option may be
     exercised in whole or in part, and the method or methods by which, and the
     form or forms (which may include, without limitation, cash, check
     acceptable to the Company, Shares already-owned by the Participant for more
     than six months (unless such holding requirement is waived by the
     Committee), if the Shares are publicly traded, a "cashless-broker" exercise
     through procedures approved by the Company, or any combination thereof) in
     which payment of the exercise price with respect thereto may be made or
     deemed to have been made.

          (iii) Incentive Stock Options. An Incentive Stock Option may be
     granted only to an individual who is an employee of the Company or any
     parent or subsidiary corporation (as defined in section 424 of the Code) at
     the time the Option is granted and must be granted within 10 years from the
     date the Plan was approved by the Board or the shareholders, whichever is
     earlier. To the extent that the aggregate Fair Market Value (determined at
     the time the respective Incentive Stock Option is granted) of Common Stock
     with respect to which Incentive Stock Options are exercisable for the first
     time by an individual during any calendar year under all incentive stock
     option plans of the Company and its parent and subsidiary corporations
     exceeds $100,000, or such Option fails to constitute an Incentive Stock
     Option for any reason, such purported Incentive Stock Options shall be
     treated as Non-Qualified Stock Options. The Committee shall determine, in
     accordance with applicable provisions of the Code, Treasury Regulations and
     other administrative pronouncements, which of a Participant's purported
     Incentive Stock Options do not constitute Incentive Stock Options and shall
     notify the Participant of such determination as soon as reasonably
     practicable after such determination. No Incentive Stock Option shall be
     granted to an individual if, at the time the Option is granted, such
     individual owns stock possessing more than 10% of the total combined voting
     power of all classes of stock of the Company or of its parent or subsidiary
     corporation, within the meaning of section 422(b)(6) of the Code, unless
     (i) at the time such Option is granted the option price is at least 110% of
     the Fair Market Value of the Common Stock subject to the Option and (ii)
     such Option by its terms is not exercisable after the expiration of five
     years from the date of grant. An Incentive Stock Option shall not be
     transferable otherwise than by will or the laws of descent and
     distribution, and


                                       -4-

<PAGE>

     shall be exercisable during the Participant's lifetime only by such
     Participant or the Participant's guardian or legal representative. The
     terms of any Incentive Stock Option granted under the Plan shall comply in
     all respects with the provisions of Section 422 of the Code, or any
     successor provision, and any regulations promulgated thereunder.

     (b) Restricted Stock. Subject to the provisions of the Plan, the Committee
shall have the authority to determine the Participants to whom Restricted Stock
shall be granted, the number of Shares of Restricted Stock to be granted to each
such Participant, the duration of the Restricted Period, the conditions,
including such performance criteria, if any, under which the Restricted Stock
may be forfeited to the Company, and the other terms and conditions of such
Awards.

          (i) Dividends. Dividends paid on Restricted Stock may be paid directly
     to the Participant, may be subject to risk of forfeiture and/or transfer
     restrictions during any period established by the Committee or sequestered
     and held in a bookkeeping cash account (with or without interest) or
     reinvested on an immediate or deferred basis in additional shares of Common
     Stock, which credit or shares may be subject to the same restrictions as
     the underlying Award or such other restrictions, all as determined by the
     Committee in its discretion, as provided in the Award Agreement.

          (ii) Registration. Any Restricted Stock may be evidenced in such
     manner as the Committee shall deem appropriate, including, without
     limitation, book-entry registration or issuance of a stock certificate or
     certificates. In the event any stock certificate is issued in respect of
     Restricted Stock granted under the Plan, such certificate shall be
     registered in the name of the Participant and shall bear an appropriate
     legend referring to the terms, conditions, and restrictions applicable to
     such Restricted Stock.

          (iii) Forfeiture and Restrictions Lapse. Except as otherwise
     determined by the Committee or the terms of the Award Agreement that
     granted the Restricted Stock, upon termination of a Participant's
     employment for any reason during the applicable Restricted Period, all
     Restricted Stock shall be forfeited by the Participant without payment and
     re-acquired by the Company. The Committee may, when it finds that a waiver
     would be in the best interests of the Company, waive in whole or in part
     any or all remaining restrictions with respect to such Participant's
     Restricted Stock, provided, however, if the Award is intended to qualify as
     performance based compensation under Section 162(m) of the Code, such
     waiver may be only upon an event permitted under Section 162(m) of the Code
     or the regulations thereunder. Unrestricted Shares, evidenced in such
     manner as the Committee shall deem appropriate, shall be issued to the
     holder of Restricted Stock promptly after the applicable restrictions have
     lapsed or otherwise been satisfied.

          (iv) Transfer Restrictions. During the Restricted Period, Restricted
     Stock will be subject to such limitations on transfer as necessary to
     comply with Section 83 of the Code.


                                       -5-

<PAGE>

     (c) General.

          (i) Awards May Be Granted Separately or Together. Awards may, in the
     discretion of the Committee, be granted either alone or in addition to, in
     tandem with, any other Award granted under the Plan or any award granted
     under any other plan of the Company or any Parent Entity or Subsidiary.
     Awards granted in addition to or in tandem with other Awards or awards
     granted under any other plan of the Company or any Parent Entity or
     Subsidiary may be granted either at the same time as or at a different time
     from the grant of such other Awards or awards.

          (ii) Limits on Transfer of Awards.

               (A) Except as provided in paragraph (C) below, each Award, and
          each right under any Award, shall be exercisable only by the
          Participant during the Participant's lifetime, or if permissible under
          applicable law, by the Participant's guardian or legal representative
          as determined by the Committee.

               (B) Except as provided in paragraph (C) below, no Award and no
          right under any such Award may be assigned, alienated, pledged,
          attached, sold or otherwise transferred or encumbered by a Participant
          other than by will or by the laws of descent and distribution, and any
          such purported prohibited assignment, alienation, pledge, attachment,
          sale, transfer or encumbrance shall be void and unenforceable against
          the Company or any Parent Entity or Subsidiary.

               (C) To the extent specifically approved in writing by the
          Committee, an Award (other than an Incentive Stock Option) may be
          transferred to immediate family members or related family trusts,
          limited partnerships or similar entities or other Persons on such
          terms and conditions as the Committee may establish or approve in its
          sole discretion.

          (iii) Terms of Awards. The term of each Award shall be for such period
     as may be determined by the Committee, provided the term of an Incentive
     Stock Option shall be limited as provided in Section 6(a)(iii).

          (iv) Share Restrictions. All Shares or other securities of the Company
     or any Subsidiary delivered under the Plan pursuant to any Award or the
     exercise thereof shall be subject to such stop transfer orders and other
     restrictions as the Committee may deem advisable under the Plan or the
     rules, regulations, and other requirements of the SEC, any stock exchange
     upon which such Shares or other securities are then listed, and any
     applicable federal or state laws, and if certificates are issued for the
     Shares, the Committee may cause a legend or legends to be put on any such
     certificates to make appropriate reference to such restrictions.

          (v) Consideration for Grants. Awards may be granted for no cash
     consideration or for such consideration as the Committee determines
     including, without limitation, such minimal cash consideration as may be
     required by applicable law.


                                       -6-

<PAGE>

          (vi) Delivery of Shares or other Securities and Payment by Participant
     of Consideration. No Shares or other securities shall be delivered pursuant
     to any Award until payment in full of any amount required to be paid
     pursuant to the Plan or the applicable Award Agreement (including, without
     limitation, any exercise price or tax withholding) is received by the
     Company. Such payment may be made by such method or methods and in such
     form or forms as the Committee shall determine, including, without
     limitation, cash, Shares, other securities, other Awards or other property,
     withholding of Shares, cashless exercise with simultaneous sale, or any
     combination thereof, provided that the combined value, as determined by the
     Committee, of all cash and cash equivalents and the Fair Market Value of
     any such Shares or other property so tendered to the Company, as of the
     date of such tender, is at least equal to the full amount required to be
     paid pursuant to the Plan or the applicable Award Agreement to the Company.

          (vii) Unusual Transactions or Events. In the event of any distribution
     (whether in the form of cash, Shares, other securities, or other property),
     recapitalization, reorganization, merger, spin-off, split-off, split-up,
     consolidation, combination, repurchase, or exchange of Shares or other
     securities of the Company, or other relevant corporate transaction or event
     or any unusual or nonrecurring transactions or events affecting the Company
     or any affiliate of the Company, and whenever the Committee determines that
     action is appropriate in order to prevent the dilution or enlargement of
     the benefits or potential benefits intended to be made available under the
     Plan or with respect to any Award under the Plan, to facilitate such
     transactions or events, the Committee, in its sole discretion and on such
     terms and conditions as it deems appropriate, may take any one or more of
     the following actions:

               (A) To provide for either (i) the termination of any such Award
          in exchange for an amount of cash, if any, equal to the amount that
          would have been attained upon the exercise of such Award or
          realization of the Participant's rights (and, for the avoidance of
          doubt, if as of the date of the occurrence of such transaction or
          event the Committee determines in good faith that no amount would have
          been attained upon the exercise of such Award or realization of the
          Participant's rights, then such Award may be terminated by the Company
          without payment) or (ii) the replacement of such Award with other
          rights or property selected by the Committee in its sole discretion;

               (B) To provide that such Award be assumed by the successor or
          survivor corporation, or a parent or subsidiary thereof, or shall be
          substituted for by similar options, rights or awards covering the
          stock of the successor or survivor corporation, or a parent or
          subsidiary thereof, with appropriate adjustments as to the number and
          kind of shares and prices;

               (C) To make adjustments in the number and type of shares of
          common Stock (or other securities or property) subject to outstanding
          Awards, and in the number and kind of outstanding Awards and/or in the
          terms and conditions of (including the grant or exercise price), and
          the criteria included in, outstanding Awards and Awards which may be
          granted in the future, and in the maximum number of shares with
          respect to which Options or Restricted Stock may be granted to an
          Employee during the term of the Plan; and


                                       -7-

<PAGE>

               (D) To provide that such Award shall be exercisable or payable or
          fully vested with respect to all Shares covered thereby,
          notwithstanding anything to the contrary in the Plan or the applicable
          Award Agreement.

SECTION 7. AMENDMENT AND TERMINATION.

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

          (i) Amendments to the Plan. The Board or the Committee may amend,
     alter, suspend, discontinue, or terminate the Plan without the consent of
     any stockholder, Participant, other holder or beneficiary of an Award, or
     other Person; provided, however, notwithstanding any other provision of the
     Plan or any Award Agreement, without the approval of the stockholders of
     the Company (i) no such amendment, alteration, suspension, discontinuation,
     or termination shall be made that would increase the total number of Shares
     that may be issued under Awards granted under the Plan, except as provided
     in Section 4(c) of the Plan, or (ii) permit the exercise price of any
     outstanding Option that is "underwater" to be reduced or for an
     "underwater" Option to be cancelled and replaced with a new Award; provided
     further, however, no such amendment, alteration, suspension,
     discontinuation, or termination shall materially adversely affect the
     rights of a Participant under an Award without the consent of such
     Participant.

          (ii) Amendments to Awards. Subject to clause (i) above, the Committee
     may waive any conditions or rights under, amend any terms of, or alter any
     Award theretofore granted, provided no change in any Award shall materially
     adversely affect the rights of a Participant under the Award without the
     consent of such Participant. Notwithstanding the foregoing, with respect to
     any Award intended to qualify as performance-based compensation under
     Section 162(m) of the Code, no adjustment other than an acceleration of
     vesting or payment upon the Participant's death, disability or change of
     control of the Company, shall be authorized to the extent such adjustment
     would cause the Award to fail to so qualify.

          (iii) Compliance. Notwithstanding the foregoing, the Committee may
     make any amendment to the Plan or an Award Agreement that it believes
     necessary or helpful to comply with any applicable law, including without
     limitation, Section 409A of the Code.

SECTION 8. GENERAL PROVISIONS.

     (a) No Rights to Awards. No Participant or other Person shall have any
claim to be granted any Award, there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards and the terms
and conditions of Awards need not be the same with respect to each recipient.

     (b) No Right to Employment or Retention. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Parent Entity or Subsidiary or under any other service contract
with the Company or any Parent Entity or Subsidiary, or to remain on the Board.
Further, the Company or a Parent Entity or


                                       -8-

<PAGE>

Subsidiary may at any time dismiss a Participant from employment free from any
liability or any claim under the Plan, unless otherwise expressly provided in
the Plan, in any Award Agreement or any other agreement or contract between the
Company or a Parent Entity or Subsidiary and the affected Participant. If a
Participant's employer was a Parent Entity or Subsidiary and ceases to be a
Parent Entity or Subsidiary, such Participant shall be deemed to have terminated
employment for purposes of the Plan, unless specifically provided otherwise in
the Award Agreement.

     (c) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable federal law.

     (d) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

     (e) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Award, permit the exercise of an Award and/or the
satisfaction of its tax withholding obligation in the manner elected by the
Participant, holder or beneficiary if, acting in its sole discretion, it
determines that the issuance of transfer or such Shares or such other
consideration, the manner of exercise or satisfaction of the tax withholding
obligation might violate any applicable law or regulation, including without
limitation, the Sarbanes-Oxley Act, or entitle the Company to recover the same
under Section 16(b) of the Exchange Act, and any payment tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of
such Award shall be promptly refunded or refused, as the case may be, to the
relevant Participant, holder or beneficiary.

     (f) No Trust or Fund Created. Neither the Plan nor the Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Parent Entity or Subsidiary and a
Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company or any Parent Entity or Subsidiary pursuant
to an Award, such right shall be no greater than the right of any general
unsecured creditor of the Company or any Parent Entity or Subsidiary.

     (g) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be cancelled, terminated, or otherwise eliminated.

     (h) Headings. Headings are given to the Section and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the plan or any provision thereof.


                                       -9-

<PAGE>

SECTION 9. EFFECTIVE DATE OF PLAN.

     This Amended and Restated Plan shall become effective as of the Effective
Time, as such term is defined in the Agreement and Plan of Merger dated as of
September 9, 2005, among Forest Oil Corporation, SML Wellhead Corporation, the
Company and MEI Sub, Inc.

SECTION 10. TERM OF THE PLAN.

     No Award shall be granted under this Amended and Restated Plan after the
10th anniversary of the earlier of the date this Amended and Restated Plan is
adopted by the Board or is approved by the stockholders of the Company. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted prior to such termination, and the authority of the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award or to waive any conditions or rights under such Award, shall extend beyond
such termination date.


                                      -10-