EXHIBIT
10.8


ATLAS
ENERGY RESOURCES


LONG-TERM
INCENTIVE PLAN


Amended
and Restated as of January 14, 2009







SECTION
      1:
            PURPOSE OF THE
      PLAN.




The
Amended and Restated Atlas Energy Resources Long-Term Incentive Plan (the
“Plan”) is intended to promote the interests of Atlas Energy Resources, LLC, a
Delaware limited liability company (the “Company”), by providing to its
officers, directors, employees, consultants and joint venture partners and to
directors, employees and consultants of the Manager and its Affiliates (as
defined below) who perform services to the Company and its Affiliates incentive
awards for superior performance that are based on Units (as defined
below).  It is also contemplated that the Plan will enhance the
ability of the Company and its Affiliates to attract and retain the services of
individuals who are essential for the growth and profitability of the Company
and to encourage them to devote their best efforts to advancing the business of
the Company and its Affiliates.




SECTION
      2:
            DEFINITIONS.




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




“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common
control with, the Person in question.  As used herein, the term
“control” means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.




“Award”
means an Option, Phantom Unit, Restricted Unit or Unit Grant granted under the
Plan, and shall include any tandem DERs granted with respect to a Phantom
Unit.




“Board”
means the Board of Directors of the Company.




“Change
in Control” means the occurrence of any of the following:




(1)    
the Manager, or an Affiliate of the Parent, ceases to be the external manager of
the Company;




(2)    
the acquisition by any Person or group (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision), including
any group acting for the purpose of acquiring, holding or disposing of
securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a
single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination or purchase of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor
provision) of 50% or more of the combined voting power of our then outstanding
securities eligible to vote for the election of the Board; provided, however,
that the event described in this paragraph (2) shall not be deemed to be a
change in control by virtue of any of the following acquisitions (i) by any
Person that is part of a controlled group or under common control with the
Company or the Parent; (ii) any employee benefit plan (or related trust)
sponsored or maintained by the Company or by any entity controlled by the
Company or the Parent; or (iii) any Person controlled by any executive officer
(as defined by Rule 16a-1(f) of the Exchange Act) of the Company, the Manager or
the Parent.  For purposes of this definition, “controlled by” shall
mean possessing, directly or indirectly, the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise;







(3)    
the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all of the assets of the Company, taken as a whole, to any
Person other than an Affiliate; or




(4)    
during any period of 24 consecutive months, individuals who at the beginning of
such period constituted the Board (including for this purpose any new director
whose election or nomination for election or appointment was approved by a vote
of at least 2/3 of the directors then still in office who were directors at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board or, if both Edward E. Cohen and Jonathan Z. Cohen cease to be
directors of the Company.




Notwithstanding
the foregoing, with respect to any Award that is subject to Section 409A of the
Code, Change in Control shall mean a “change of control event,” as defined in
the regulations and guidance issued under Section 409A of the
Code.  In addition, notwithstanding the foregoing, the Committee may
specify a more limited definition of Change in Control for a particular Award,
as the Committee deems appropriate.




“Code”
means the Internal Revenue Code of 1986, as amended, or any successor
thereto.




“Committee”
means (i) the Board or such committee of the Board or the board or committee of
an Affiliate of the Company appointed by the Board to administer the Plan;
provided, however, that with respect to Awards to a Participant subject to
Section 16 of the Exchange Act, the Committee shall be composed of non-employee
members of the Board or the board of an Affiliate or (ii) with respect to Awards
that are intended to be “qualified performance-based compensation” under Section
162(m) of the Code, a committee that consists of two or more persons appointed
by the Board, all of whom shall be “outside directors” as defined under Section
162(m) of the Code and related Treasury regulations.




“DER”
means a right, granted in tandem with a specific Phantom Unit, to receive an
amount in cash equal to, and at the same time as, the cash distributions made by
the Company with respect to a Unit during the period such Phantom Unit is
outstanding.




“Disability”
means an illness or injury that lasts at least 6 months, is expected to be
permanent and renders the Participant unable to substantially carry out his or
her duties to the Company or any of its Affiliates, as determined by the
Committee.




“Employee”
means any officer, employee, consultant of the Company or a director, employee
or consultant of the Manager or any of its Affiliates who perform services for
the Company.




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“Exchange
Act” means the Securities Exchange Act of 1934, as amended.




“Fair
Market Value” means the closing sales price of a Unit on the applicable date (or
if there is no trading in the Units on such date, the closing sales price on the
last date Units were traded).  In the event Units are not publicly
traded at the time a determination of fair market value is required to be made
hereunder, the determination of fair market value shall be made in good faith by
the Committee through any reasonable valuation method permitted under the
Code.




“Manager”
means Atlas Energy Management, Inc., a Delaware corporation, the external
manager of the Company.




“Non-employee
Director” means a member of the Board of the Company that is not an
Employee.




“Option”
means an option to purchase Units granted under the Plan.




“Parent”
means Atlas America, Inc., a Delaware corporation.




“Participant”
means any Employee or Non-employee Director granted an Award under the
Plan.




“Person”
means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization, association, government
agency or political subdivision thereof or other entity.




“Phantom
Unit” means a phantom (notional) unit granted under the Plan which upon vesting
entitles the Participant to receive a Unit or its then Fair Market Value in
cash, as determined by the Committee.




“Restricted
Period” means the period established by the Committee with respect to an Award
during which the Award remains subject to forfeiture or is not exercisable by
the Participant.




“Restricted
Unit” means a Unit granted under the Plan that is subject to a Restricted
Period.




“Rule
16b-3” means 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”
means the Securities and Exchange Commission, or any successor
thereto.




“Securities
Act” means the Securities Act of 1933, as amended.




“Unit”
means a common unit of the Company.




“Unit
Grant” means an Award that is not subject to a Restricted Period.




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SECTION
      3:
              ADMINISTRATION.


The Plan
shall be administered by the Committee.  A majority of the Committee
shall constitute a quorum, and the acts of a majority 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 following and any
applicable law, the Committee, in its sole discretion, may delegate any or all
of its powers and duties under the Plan, including the power to grant Awards
under the Plan, to the Chief Executive Officer of the Company, subject to such
limitations on such delegated powers and duties as the Committee may impose, if
any; provided, however, that such delegation shall not limit the Chief Executive
Officer’s right to receive Awards under the Plan.  Notwithstanding the
foregoing, the Chief Executive Officer may not grant Awards to, or take any
action with respect to any Award previously granted to, himself or a Person who
is an Employee or Non-employee Director subject to Rule
l6b-3.  Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the 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 terms and conditions of any Award; (iv)
determine whether, to what extent, and under what circumstances Awards may be
settled, exercised, canceled, or forfeited; (v) interpret and administer the
Plan and any instrument or agreement relating to an Award made under the Plan;
(vi) 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 (vii) 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 Affiliate, any Participant, and any
beneficiary of any Award.  All Awards under the Plan shall be made
conditional upon the Participant’s acknowledgement, in writing or by acceptance
of the Award, that all decisions and determinations of the Committee shall be
final and binding on the Participant, his or her beneficiaries and any other
person having or claiming an interest in such Award.  Awards made
under a particular Section of the Plan need not be uniform as among
Participants.




SECTION
      4:
            UNITS.




(a)           Units
Available.  Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Phantom Units, Restricted Units, Unit
Grants and Options may be granted under the Plan is 3,742,000.  If any
Option, Phantom Unit or Restricted Unit is forfeited or otherwise terminates or
is canceled or paid without the delivery of Units, then the Units covered by
such Award, to the extent of such forfeiture, termination, payment or
cancellation, shall again be Units with respect to which Awards may be
granted.




(b)           Sources of Units Deliverable
under Awards.  Any Units delivered pursuant to an Award shall
consist, in whole or in part, of Units newly issued by the Company, Units
acquired in the open market or from any Affiliate of the Company, or any other
Person, or any combination of the foregoing, as determined by the Committee in
its discretion.




(c)           Adjustments.  In
the event that any distribution (whether in the form of cash, Units, other
securities or other property), recapitalization, split, reverse split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Units or other securities of the Company, issuance of
warrants or other rights to purchase Units or other securities of the Company,
or other similar transaction or event affects the Units such that an adjustment
is necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall equitably adjust (i) the number and type of Units (or other
securities or property) with respect to which Awards may be granted, (ii) the
number and type of Units (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award; provided, however, that the number of Units subject to any Award shall
always be a whole number.  The Committee may make provision for a cash
payment to the holder of an outstanding Award.




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SECTION
      5:
            ELIGIBILITY.




Any
Employee or Non-employee Director shall be eligible to be designated a
Participant and receive an Award under the Plan.




SECTION
      6:
            AWARDS.




(a)           Options.  The
Committee shall have the authority to determine the Employees and Non-employee
Directors to whom Options shall be granted, the number of Units to be covered by
each Option, the exercise price therefor, the Restricted Period and the
conditions and limitations applicable to the exercise of the Option, as the
Committee shall determine, that are not inconsistent with the provisions of the
Plan.




(i)           Exercise
Price.  The exercise price per Unit purchasable under an Option
shall be determined by the Committee at the time the Option is granted and may
not be less than its Fair Market Value as of the date of grant.




(ii)           Time and Method of
Exercise.  The Committee shall determine the Restricted Period
and the method or methods by which payment of the exercise price may be made or
deemed to have been made, which may include, without limitation, cash, check
acceptable to the Committee, a “cash less-broker” exercise through procedures
approved by the Committee, or any combination thereof, or if permitted by the
Committee, by delivering Units owned by the Participant and having a Fair Market
Value on the exercise date equal to the relevant exercise
price.  Units used to exercise an Option shall have been held by the
Participant for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option.




(b)           Phantom
Units.  The Committee shall have the authority to determine the
Employees and Non-employee Directors to whom Phantom Units shall be granted, the
number of Phantom Units to be granted to each such Participant, the Restricted
Period, the conditions under which the Phantom Units may become vested or
forfeited, whether DERs are granted with respect to a Phantom Unit and such
other terms and conditions, as the Committee may determine, that are not
inconsistent with the provisions of the Plan.




(c)           Restricted Units and Unit
Grants.  The Committee shall have the authority to determine
the Employees and Non-employee Directors to whom Restricted Units and Unit
Grants shall be granted, the number of Restricted Units and/or Unit Grants to be
granted to each such Participant, the Restricted Period, the conditions under
which the Restricted Units may become vested or forfeited, and such other terms
and conditions as the Committee may establish with respect to such
Awards.




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(d)           General.




(i)           Forfeiture.  Except
as otherwise provided in the terms of the Award, upon termination of a
Participant’s employment with the Company or its Affiliates or membership on the
Board during the applicable Restricted Period, all Options, unvested Phantom
Units and unvested Restricted Units shall be forfeited by the Participant;
provided, however, that if the reason for the termination is the Participant’s
death, or Disability, all Options awarded to the Participant shall become
exercisable and all Phantom Units and Restricted Units shall vest
automatically.  The Committee may, in its discretion, waive in whole
or in part any forfeiture.




(ii)           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, or in
substitution for any other Award granted under the Plan or any award granted
under any other plan of the Company or any Affiliate.




(iii)           Limits on Transfer of
Awards.




(A) Except
as provided in (C) below, each Award shall be exercisable only by the
Participant during the Participant’s lifetime, or by the person to whom the
Participant’s rights shall pass by will or the laws of descent and
distribution.




(B) Except
as provided in (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 and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate thereof.




(C) To
the extent specifically provided by the Committee with respect to an Award
grant, an Award may be transferred by a Participant without consideration to
immediate family members or related family trusts, limited partnerships or
similar entities or on such terms and conditions as the Committee may from time
to time establish.  In addition, Awards may be transferred by will and
the laws of descent and distribution.




(iv)           Unit
Certificates.  All certificates for Units or other securities
of the Company 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 Units or other
securities are then listed, and any applicable federal or state laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.




(v)           Delivery of Units or Other
Securities and Payment by Participant of Consideration. Notwithstanding
anything in the Plan or any grant agreement to the contrary, delivery of Units
pursuant to the exercise or vesting of an Award may be deferred for any period
during which, in the good faith determination of the Committee, the Company is
not reasonably able to obtain or issue Units pursuant to such Award without
violating the rules or regulations of any applicable law or securities
exchange.  No Units 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 grant agreement (including, without limitation,
any exercise price or tax withholding) is received by the Company.




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(vi)           Rule
16b-3.  It is intended that the Plan and any Award made to a
Participant subject to Section 16 of the Exchange Act meet all of the
requirements of Rule 16b-3.  If any provision of the Plan or any such
Award would disqualify the Plan or such Award under, or would otherwise not
comply with Rule 16b-3, such provision or Award shall be construed or deemed
amended to conform to Rule 16b-3.




(vii)           Status of Original Issue
Units.  The Company intends, but shall not be obligated, to
register for sale under the Securities Act the Units acquirable pursuant to
Awards, and to keep such registration effective throughout the period that any
Awards are in effect.  In the absence of such effective registration
or an available exemption from registration under the Securities Act, delivery
of Units acquirable pursuant to Awards shall be delayed until registration of
such Units is effective or an exemption from registration under the Securities
Act is available.  In the event exemption from registration under the
Securities Act is available, a Participant (or a Participant’s estate or
personal representative in the event of the Participant’s death or incapacity),
if requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.  No sale or
disposition of Units acquired pursuant to an Award by a Participant shall be
made in the absence of an effective registration statement under the Securities
Act with respect to such Units unless an opinion of counsel satisfactory to the
Company that such sale or disposition will not constitute a violation of the
Securities Act or any other applicable securities laws is first
obtained.




(viii)         Change in
Control.  Upon a Change in Control, unless the Committee
determines otherwise in the terms of the Award, all Awards shall automatically
vest and become payable or exercisable, as the case may be, in
full.  In the event of a Change in Control, unless the Committee
determines otherwise in the terms of the Award, all Restricted Periods shall
terminate and all performance criteria, if any, shall be deemed to have been
achieved at the maximum level.  To the extent an Option that has
become fully vested and exercisable is not exercised upon a Change in Control,
the Committee may, in its discretion, cancel such Award without
payment.  The Committee may also, in its discretion, provide for a
replacement grant with respect to such property and on such terms as it deems
appropriate.




SECTION
      7:
            AMENDMENT AND
      TERMINATION.




Except to
the extent prohibited by applicable law:




(a)           Amendments to the
Plan.  Except as required by the rules of the principal
securities exchange on which the Units are traded and subject to Section 7(b)
below, the Board or the Committee may amend, alter, suspend, discontinue, or
terminate the Plan in any manner without the consent of any member, Participant,
other holder or beneficiary of an Award, or other Person.




(b)           Amendments to
Awards.  Subject to Section 7(a), the Committee may waive any
conditions or rights under, amend any terms of, or alter any Award theretofore
granted, provided no change, other than pursuant to Section 7(c), in any Award
shall materially reduce the benefit to a Participant without the consent of such
Participant, except if such amendment is required to comply with the
requirements of section 409A of the Code.




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(c)           Adjustment of Awards upon
the Occurrence of Certain Unusual or Nonrecurring Events.  The
Committee is hereby authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4(c) of the Plan) affecting the Company or the financial statements of
the Company, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.




SECTION
      8:
            GENERAL
      PROVISIONS.




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




(b)           Withholding.  The
Company or any Affiliate is authorized to withhold from any Award, from any
payment due or transfer made under any Award or from any compensation or other
amount owing to a Participant the amount of any applicable taxes payable in
respect of the grant of an Award, its exercise, the lapse of restrictions
thereon, or any payment or transfer under an Award or under the Plan and to take
such other action as may be necessary in the opinion of the Company or Affiliate
to satisfy its withholding obligations for the payment of such
taxes.  Without limiting the foregoing, if the Committee so permits, a
Participant may elect to satisfy our tax withholding obligation with respect to
Awards paid in Units by having Units withheld, at the time such Awards become
taxable, up to an amount that does not exceed the minimum applicable withholding
tax rate for federal (including FICA), state and local tax
liabilities.  The election must be in a form and manner prescribed by
the Committee.




(c)           No Right to
Employment.  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 Affiliate or to remain on the Board.  Further, the Company or an
Affiliate 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 or in any Award agreement.




(d)           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.




(e)           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.




8




(f)           Compliance with Other
Laws.  The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Company or an
Affiliate 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 to the
relevant Participant, holder or beneficiary.  It is intended that, to
the extent applicable, Awards made under the Plan comply with the requirements
of section 409A of the Code and the regulations thereunder.  To the
extent that any legal requirement as set forth in the Plan ceases to be required
under applicable law, the Committee may determine that such Plan provision shall
cease to apply.  The Committee may revoke any Award if it is contrary
to law or modify an Award or the Plan to bring an Award or the Plan into
compliance with any applicable law or regulation.  The Committee may,
in its sole discretion, agree to limit its authority under this Section
8(f).




(g)           No Trust or Fund
Created.  Neither the Plan nor any 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 participating Affiliate and a
Participant or any other Person.




(h)           No Fractional
Units.  No fractional Units 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 Units or whether such fractional Units or any rights thereto
shall be canceled, terminated, or otherwise eliminated.




(i)           Headings.  Headings
are given to the sections 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.




(j)           Facility
Payment.  Any amounts payable hereunder to any Person under
legal disability or who, in the judgment of the Committee, is unable to properly
manage his financial affairs, may be paid to the legal representative of such
Person, or may be applied for the benefit of such Person in any manner which the
Committee may select, and the Company shall be relieved of any further liability
for payment of such amounts.




SECTION
      9:
            TERM OF THE
      PLAN.




The Plan
shall be effective on the date of its approval by the Unit holders and shall
continue until the date terminated by the Board or Units are no longer available
for the grant of Awards under the Plan, whichever occurs
first.  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 Board or 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.




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