**Exhibit10.4**

**LINN ENERGY, LLCLONG-TERM INCENTIVE PLANRESTRICTED UNIT GRANT AGREEMENT**

This Restricted Unit grant agreement (“*Grant Agreement*”) is made and enteredinto effective as of July 17, 2006, (the “*GrantDate*”) by and between LINN ENERGY, LLC, a Delaware limitedliability company (together with its subsidiaries, the “*Company*”), and LISA D. ANDERSON (“*Participant*”).

*WHEREAS*, Section 3.3(b) of theEmployment Agreement dated July 7, 2006 (the “*Employment Agreement*”), between Linn Operating, Inc. andParticipant provides for a restricted unit award in the amount of FiftyThousand (50,000) Restricted Units of the Company as of the effective date ofsuch Employment Agreement; and

*WHEREAS*, the Company considers itto be in its best interest that Participant be given a proprietary interest inthe Company and an added incentive to advance the interests of the Company; and

*WHEREAS*, the Company desires toaccomplish such objectives by granting Participant Restricted Units pursuant tothe Employment Agreement and the Linn Energy, LLC Long-Term Incentive Plan,which is attached hereto as Appendix A and incorporated by reference herein(the “*Plan*”);

**NOW, THEREFORE**, in consideration ofthe mutual agreements hereinafter set forth, the parties hereby agree asfollows: 

**1.             Grant of Restricted Units.**The Company hereby grants to Participant 50,000Restricted Units, under and subject to the terms and conditions of this GrantAgreement and the Plan. 

**2.             Vestingand Restricted Period.** Subject to Sections 4, 5, 6 and 7, theRestricted Period shall lapse with respect to one third (1/3) of the coveredUnits on January 1, 2007, with respect to an additional one third (1/3) of thecovered Units on January 1, 2008 and with respect to the final one third (1/3)of the covered Units on January 1, 2009. Upon the termination of the RestrictedPeriod with respect to a Restricted Unit, such Restricted Unit shall vest infull and shall no longer be a Restricted Unit. 

**3.             GeneralRestrictions.** The Restricted Units shall not be assignable ortransferable except as expressly provided in the Plan or by the Committee inits sole discretion. 

**4.             Terminationby Company other than for Cause.** Upon the termination by theCompany of Participant’s service relationship with the Company other than forCause (as defined herein and as determined by the Committee in its solediscretion), all Restricted Periods established hereunder shall automaticallyand immediately terminate and all outstanding Restricted Units granted herebyshall automatically and immediately vest in full. “*Cause*” shall mean (a) Participant’sconviction of, or plea of *nolo contendere*to, any felony, any crime or offense causing substantial harm to the Company(whether or not for personal gain) or involving 

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acts of theft, fraud, embezzlement, moral turpitude orsimilar conduct; (b) Participant’s repeated intoxication by alcohol or drugsduring the performance of his or her duties; (c) malfeasance in the conduct ofParticipant’s duties, including, but not limited to, (i) willful and intentionalmisuse or diversion of any Company funds, (ii) embezzlement or (iii) fraudulentor willful and material misrepresentations or concealments on any writtenreports submitted to the Company; (d) Participant’s material failure to performthe duties of Participant’s employment or service relationship consistent withParticipant’s position or material failure to follow or comply with thereasonable and lawful written directives of the Board of the Company; or (e) amaterial breach by Participant of the written policies of the Companyconcerning employee discrimination or harassment. 

**5.             Terminationby Participant with Good Reason.** Upon the termination byParticipant of Participant’s service relationship with the Company with GoodReason (as defined herein), all Restricted Periods established hereunder shallautomatically and immediately terminate and all outstanding Restricted Unitsgranted hereby shall automatically and immediately vest in full. “*Good Reason*” shall mean any of thefollowing to which Participant does not consent in writing: (a) a reduction inParticipant’s base salary; or (b) a relocation of Participant’s primary placeof employment to a location more than 50 miles from Houston, Texas. 

**6.             Deathor Disability.** In the case of termination of Participant’sservice relationship with the Company due to death or Disability (as definedherein), all Restricted Periods established hereunder shall automatically andimmediately terminate and all outstanding Restricted Units granted hereby shallautomatically and immediately vest in full. “*Disability*” shall mean the determination by a physicianselected by the Company that Participant has been unable to performsubstantially Participant’s usual and customary duties for a period of at leastone hundred twenty (120) consecutive days or a non-consecutive period of onehundred eighty (180) days during any twelve-month period as a result ofincapacity due to mental or physical illness or disease.

**7.             Changeof Control.** Notwithstanding anything in the Plan to the contrary,in the event of a Change of Control (as defined in the Employment Agreement),all Restricted Periods established hereunder shall automatically andimmediately terminate and all outstanding Restricted Units granted hereby shallautomatically and immediately vest in full. 

**8.             Terminationby Company for Cause or by Participant without Good Reason.**In the case of (a) termination by the Company of Participant’s servicerelationship with the Company for Cause or (b) termination by Participant ofParticipant’s service relationship with the Company without Good Reason andother than due to Participant’s death or disability, all outstanding RestrictedUnits granted hereby shall be automatically and immediately forfeited, andParticipant hereby agrees to undertake any action and execute any document,instrument or papers reasonably requested by the Company to effect suchforfeiture of Restricted Units resulting from any such termination.

# **9.             Plan Controlling Document.**Unless otherwise defined herein, capitalized terms shall have the meaning givensuch terms in the Plan. Participant agrees that the Plan is the 

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# controlling instrument and that to the extent there isany conflict between the terms of the Plan and this Grant Agreement, the Planshall control and be the governing document.

# **10.          Limited Liability Company Agreement.**Participant agrees to be bound by all applicable provisions of the Company’slimited liability company agreement, as it may be amended from time to time.

# **11.          Taxes.** The Companyand any affiliate thereof are authorized to withhold from any payment relatingto the Restricted Units granted hereby, or any payroll or other payment toParticipant, amounts of withholding and other taxes due or potentially payablein connection with the Restricted Units granted hereby, and to take such otheraction as the Committee may deem advisable to enable the Company, anyaffiliate, and Participant to satisfy obligations for the payment ofwithholding taxes and other tax obligations relating to the Restricted Unitsgranted hereby. This authority shall include authority to withhold or receiveUnits or other property and to make cash payments in respect thereof insatisfaction of Participant’s tax obligations, either on a mandatory orelective basis in the discretion of the Committee.

# **12.          Issuance of Units.**The Company shall not be obligated to issue any Restricted Units at any timewhen the Restricted Units have not been registered under the Securities Act of1933, as amended, and such other state and federal laws, rules or regulationsas the Company or the Committee deems applicable and, in the opinion of legalcounsel for the Company, there is no exemption from the registrationrequirements of such laws, rules or regulations available for the issuance ofsuch Restricted Units.

# **13.          Notices.** Any noticesgiven in connection with this Grant Agreement shall, if issued to Participant,be delivered to Participant’s current address on file with the Company, or ifissued to the Company, be delivered to the Company’s principal offices.

# **14.          Execution of Receipts and Releases.**Any payment of cash or any issuance or transfer of Restricted Units or otherproperty to Participant, or to Participant’s legal representatives, heirs,legatees or distributees, in accordance with the provisions hereof, shall, tothe extent thereof, be in full satisfaction of all claims of such personshereunder. The Company may require Participant or Participant’s legalrepresentatives, heirs, legatees or distributees, as a condition precedent tosuch payment or issuance, to execute a release and receipt therefor in suchform as it shall determine.

# **15.          Successors.** ThisGrant Agreement shall be binding upon Participant, Participant’s legalrepresentatives, heirs, legatees and distributees, and upon the Company, itssuccessors and assigns.

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**IN WITNESS WHEREOF**,the parties hereto have executed this Grant Agreement to be effective as of theday and year first above written.

 
|            | **LINN ENERGY, LLC** |
|------------|----------------------|
| ** ** |                 |
|       | By:                  |   | /s/ Michael C. Linn |
|       | Name:                | Michael C. Linn |
|       | Title:               | President and CEO |
|       |                 |   |
|       |                 |   |
| ** ** | **PARTICIPANT:**     |
| ** ** | ** **           |
|       |                 | /s/ Lisa D. Anderson |
|       | LISA D. ANDERSON     |

 

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