Even before FHWA's focus on ecosystem conservation as part of its vital goals, the North Carolina Department of Transportation (NCDOT) had begun to examine how and where compensatory mitigation was being implemented in the state. Over the past 4 years, NCDOT, the North Carolina Department of Environment and Natural Resources, and the U.S. Army Corps of Engineers-Wilmington District have partnered to redesign the mitigation process with one goal in mind: to create a compensatory mitigation program that delivers guaranteed environmental benefits. The result of these efforts is the Ecosystem Enhancement Program (EEP). Instead of focusing on individual highway project impacts, the EEP concept revolves around watershed plans and considers cumulative impacts associated with a given watershed. Accordingly, EEP provides cumulative mitigation for cumulative impacts. It was clear from the start that EEP was going to change fundamentally the goals, approach, and structure of providing mitigation in North Carolina. Although the mitigation experts knew how the mitigation process needed to change, they lacked expertise in how to manage that change. Not surprisingly, this has presented several hurdles that the sponsoring agencies are still trying to scale today. As implementation moves forward, many valuable lessons are being learned, which are laying the groundwork for successful change. This paper describes the origins of the EEP concept, outlines the implementation processes, discusses "change barriers" experienced and lessons learned, and provides an EEP progress report 2 years into the program's implementation.