Exhibit
10.2





FIRST
AMENDMENT TO


LINN
ENERGY, LLC


AMENDED
AND RESTATED LONG-TERM INCENTIVE PLAN





WHEREAS,
Linn Energy, LLC (the “Company”) maintains
the Linn Energy, LLC Amended and Restated Long-Term Incentive Plan (the “Plan”) for the
purpose of granting incentive compensation awards thereunder to employees,
consultants, and directors of the Company and its Affiliates for superior
performance, and to attract and retain the services of individuals essential for
the growth and profitability of the Company; and





WHEREAS,
the Company desires to amend the Plan to conform the definition of “Change of
Control” to that provided in the Company’s executive employment
agreements.








A.           Amendments.  The
following provision of the Plan shall be amended as follows:





2.   Definitions.





“Change of Control” means the first to
occur of:





(i)           the
acquisition by any individual, entity or group (within the meaning of Section
13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty-five percent (35%) or more of either (A) the
then-outstanding equity interests of the Company (the “Outstanding
Linn Energy Equity”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding
Linn Energy Voting Securities”); provided, however, that, for purposes of
this paragraph (i), the following acquisitions will not constitute a Change of
Control: (1) any acquisition directly from the Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any affiliated company, or (4) any
acquisition by any corporation or other entity pursuant to a transaction that
complies with paragraphs (iii)(A), (iii)(B) or (iii)(C) below in this
definition;




(ii)          Any
time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company’s
Unitholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board will be considered as though such individual were
a







member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Incumbent Board;




(iii)         Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its subsidiaries,
a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or equity interests of another entity by
the Company or any of its subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination,
(A) all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Equity and the Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty percent (50%) of the
then-outstanding equity interests and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation or other entity that,
as a result of such transaction, owns the Company or all or substantially all of
the Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Company Equity and the Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation or other entity
resulting from such Business Combination) beneficially owns, directly or
indirectly, thirty-five percent (35%) or more of, respectively, the
then-outstanding equity interests of the corporation or other entity resulting
from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation or other entity, except
to the extent that such ownership existed prior to the Business Combination, and
(C) at least a majority of the members of the board of directors of the
corporation or equivalent body of any other entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board providing for such Business
Combination; or




(iv)         Consummation
of a complete liquidation or dissolution of the Company.







B.           All
terms used herein that are defined in the Plan shall have the same meanings
given to such terms in the Plan, except as otherwise expressly provided
herein.


2





C.           Except
as amended and modified hereby, the Plan shall continue in full force and effect
and the Plan and this instrument shall be read, taken and construed as one and
the same instrument.





IN
WITNESS WHEREOF, this Amendment has been duly executed as February 4,
2009.










LINN ENERGY, LLC




By:/s/
Charlene A.
Ripley


Name: Charlene A.
Ripley
 Title: Senior Vice
President, General
 Counsel
and Assistant Secretary
 
 Attested:/s/ Candice J.
Wells
 Candice
J. Wells
 Assistant
Corporate Secretary