**Exhibit 10.3**

**SecondAmendment to**

**Linn Energy, LLC Long-Term Incentive Plan**

WHEREAS, Linn Energy, LLC (the “Company”)maintains the Linn Energy, LLC Long-Term Incentive Plan, as amended, (the “Plan”)for the purpose of granting Awards thereunder to employees, consultants, anddirectors of the Company and its Affiliates for superior performance, and toattract and retain the services of individuals essential for the growth andprofitability of the Company; and

WHEREAS, the Company desires to amend the Plan toprovide the Committee with authority to delegate certain of its powers,authorities, and duties under the Plan to the Chief Executive Officer of theCompany to the extent provided herein.

NOW, THEREFORE, the following provision of the Planshall be amended in its entirety to read as follows:

A.                                   **3.   Administration.**

The Plan shall be administered by the Committee.  A majority of the Committee shall constitutea quorum, and the acts of the members of the Committee who are present at anymeeting thereof at which a quorum is present, or acts unanimously approved bythe members of the Committee in writing, shall be the acts of theCommittee.  Subject to the following andapplicable law, the Committee, in its sole discretion, may delegate the powerto grant Awards under the Plan, to the Chief Executive Officer of the Company,subject to such limitations on such authority as the Committee may impose.  Upon any such delegation, all references inthe Plan to the “Committee”, other than in Section 7, shall with respect to anyAward made by the Chief Executive Officer pursuant to such authority be deemedto mean and refer to the Chief Executive Officer; *provided,however*, that such delegation shall not limit the Chief ExecutiveOfficer’s right to receive Awards under the Plan.  Notwithstanding the foregoing, the ChiefExecutive Officer may not grant Awards to, or take any action with respect toany Award previously granted to, a person who is an officer subject to Rule16b-3 or a member of the Board.  Subjectto the terms of the Plan and applicable law, and in addition to other expresspowers and authorizations conferred on the Committee by the Plan, the Committeeshall 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 Units to be covered by Awards; (iv) determine the termsand conditions of any Award; (v) determine whether, to what extent, and underwhat circumstances Awards may be settled, exercised, canceled, or forfeited;(vi) interpret and administer the Plan and any instrument or agreement relatingto an Award made under the Plan; (vii) establish, amend, suspend, or waive suchrules and regulations and appoint such agents as it shall deem appropriate forthe proper administration of the Plan; and (viii) make any other determinationand take any other action that the Committee deems necessary or desirable forthe administration of the Plan.  Unlessotherwise expressly provided in the Plan, all designations, 

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determinations,interpretations, and other decisions under or with respect to the Plan or anyAward shall be within the sole discretion of the Committee, may be made at anytime and shall be final, conclusive, and binding upon all Persons, including theCompany, any Affiliate, any Participant, and any beneficiary of any Award.

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

C.                                     Exceptas amended and modified hereby, the Plan shall continue in full force andeffect and the Plan and this instrument shall be read, taken and construed asone and the same instrument.

Executedthis 21st of March, 2007.
|        |   | LINN ENERGY, LLC |
|--------|--------|------------------|
|   |   |             |
|   |   |             |
|   |   | By:              |   |
|   |   |             | Name: | Michael C. Linn |
|   |   |             | Title: | Chairman, President & CEO |

 

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