**ATLAS
      AMERICA, INC.**




**STOCK
      INCENTIVE PLAN**




**STOCK
      AWARD AGREEMENT**




The
      Compensation Committee of the Board of Directors of Atlas America, Inc. has
      determined to grant to you a stock award under the Atlas America, Inc. Stock
      Incentive Plan (the “Plan”) for shares of common stock of Atlas America, Inc.
      The terms of the grant are set forth in the Stock Award Agreement (the “Grant”)
      provided to you. The following provides a summary of the key terms of the Grant;
      however, you should read the entire Grant, along with the terms of the Plan,
      to
      fully understand the Grant.




**SUMMARY
      OF STOCK AWARD GRANT**




**Grantee:**
            __________________**Date
                of Grant:**
            __________________**Total
                Number of Shares Granted:**
            __________________**Vesting
                Schedule*:**
            25%
                on each of the first four anniversaries of the Date of
                Grant





*
      The
      Grantee must be employed by, or providing service to, the Employer (as defined
      in the Plan) on the applicable date for the stock award to become vested on
      such
      date.

























**ATLAS
      AMERICA, INC.**




**STOCK
      INCENTIVE PLAN**




**STOCK
      AWARD AGREEMENT**






This
      STOCK AWARD AGREEMENT, dated as of ____________, 200__ (the “Date of Grant”), is
      delivered by Atlas America, Inc. (the “Company”), to ___________________ (the
“Grantee”).




RECITALS




A.  The
      Atlas
      America, Inc. Stock Incentive Plan (the “Plan”) provides for the grant of stock
      awards.




B.  The
      Compensation Committee of the Board of Directors of the Company (the
“Committee”) has decided to make a stock award grant, subject to the terms and
      conditions set forth in this Agreement and the Plan, as an inducement for the
      Grantee to promote the best interests of the Company and its stockholders.
      The
      Grantee may receive a copy of the Plan by contacting Lisa Washington, Chief
      Legal Officer, at (215) 546-5005.




NOW,
      THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
      agree as follows:




1.  Grant
      of Stock Award .
      Subject
      to the terms and conditions set forth in this Agreement and the Plan, the
      Company hereby grants the Grantee _______ shares of common stock of the Company,
      subject to the vesting conditions and the restrictions set forth below and
      in
      the Plan (“Restricted Stock”) and acknowledges payment by the Grantee of
      $_______ ($ 0.01 per share) for the Restricted Stock. Shares of Restricted
      Stock
      may not be transferred by the Grantee or subjected to any security interest
      until the shares have become vested pursuant to this Agreement and the
      Plan.




2.  Vesting
      and Nonassignability of Restricted Stock .




(a)  The
      shares of Restricted Stock shall become vested, and the restrictions described
      in Paragraphs 2(b) and 2(c) below shall lapse, if the Grantee is employed by,
      or
      providing service to, the Employer (as defined in the Plan) on the applicable
      date:




Date
            Shares
                for Which the Restricted Stock Is VestedFirst
                anniversary of the Date of Grant
            25%Second
                anniversary of the Date of Grant
            25%Third
                anniversary of the Date of Grant
            25%Fourth
                anniversary of the Date of Grant
            25%












2







The
      vesting of the Restricted Stock is cumulative, but shall not exceed 100% of
      the
      shares of common stock of the Company subject to the Restricted Stock. If the
      foregoing schedule would produce fractional shares of common stock of the
      Company, the number of shares of common stock for which the Restricted Stock
      becomes vested shall be rounded down to the nearest whole share of common stock.
      The Restricted Stock shall become fully vested on the fourth anniversary of
      the
      Date of Grant, if the Grantee is employed by, or providing service to, the
      Employer on such date.




(b)  If
      the
      Grantee’s employment or service with the Employer terminates for any reason
      before the Restricted Stock is fully vested, the shares of Restricted Stock
      that
      are not then vested shall be forfeited and must be immediately returned to
      the
      Company, and the Company shall pay to the Grantee, as consideration for the
      return of the non-vested shares, the lesser of $ 0.01 per share or the Fair
      Market Value (as defined in the Plan) of a share of common stock of the Company
      on the date of the forfeiture, for each returned share.




(c)  During
      the period before the shares of Restricted Stock vest (the “Restriction
      Period”), the non-vested shares of Restricted Stock may not be assigned,
      transferred, pledged or otherwise disposed of by the Grantee. Any attempt to
      assign, transfer, pledge or otherwise dispose of the shares contrary to the
      provisions hereof, and the levy of any execution, attachment or similar process
      upon the shares, shall be null, void and without effect.




3.  Issuance
      of Certificates .




(a)  Stock
      certificates representing the shares of Restricted Stock may be issued by the
      Company and held in escrow by the Company until the Restricted Stock vests,
      or
      the Company may hold non-certificated shares until the Restricted Stock vests.
      During the Restriction Period, the Grantee shall receive any dividends or other
      distributions with respect to the shares of Restricted Stock and may vote the
      shares of Restricted Stock. In the event of a dividend or distribution payable
      in stock or other property or a reclassification, split up or similar event
      during the Restriction Period, the shares or other property issued or declared
      with respect to the non-vested shares of Restricted Stock shall be subject
      to
      the same terms and conditions relating to vesting as the shares to which they
      relate.




(b)  When
      the
      Grantee obtains a vested right to shares of Restricted Stock, a certificate
      representing the vested shares shall be issued to the Grantee, free of the
      restrictions under Paragraph 2 of this Agreement.




4.  Withholding .
      The
      Grantee shall be required to pay to the Employer, or make other arrangements
      satisfactory to the Employer to provide for the payment of, any federal, state,
      local or other taxes that the Employer is required to withhold with respect
      to
      the grant or vesting of the shares of Restricted Stock. Subject to Committee
      approval, the Grantee may elect to satisfy any tax withholding obligation of
      the
      Employer with respect to the Restricted Stock by having shares withheld up
      to an
      amount that does not exceed the minimum applicable withholding tax rate for
      federal (including FICA), state, local and other tax liabilities.




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5.  Restrictions
      on Issuance or Transfer of Shares .




(a)  The
      obligation of the Company to deliver shares upon the vesting of the Restricted
      Stock shall be subject to the condition that if at any time the Committee shall
      determine in its discretion that the listing, registration or qualification
      of
      the shares upon any securities exchange or under any state or federal law,
      or
      the consent or approval of any governmental regulatory body is necessary or
      desirable as a condition of, or in connection with, the issue of shares, the
      shares may not be issued in whole or in part unless such listing, registration,
      qualification, consent or approval shall have been effected or obtained free
      of
      any conditions not acceptable to the Committee. The issuance of shares to the
      Grantee pursuant to this Agreement is subject to any applicable taxes and other
      laws or regulations of the United States or of any state having jurisdiction
      thereof.




(b)  The
      Grantee agrees to be bound by the Company’s policies regarding the transfer of
      shares of the Company’s common stock and understands that there may be certain
      times during the year in which the Grantee will be prohibited from selling,
      transferring, pledging, donating, assigning, mortgaging, hypothetically or
      encumbering shares.




6.  Change
      of Control .
      The
      provisions of the Plan applicable to a Change of Control shall apply to the
      Restricted Stock, and, in the event of a Change of Control, the Committee may
      take such actions as it deems appropriate pursuant to the Plan.




7.  Grant
      Subject to Plan Provisions .
      This
      grant is made pursuant to the Plan, the terms of which are incorporated herein
      by reference, and in all respects shall be interpreted in accordance with the
      Plan. The grant is subject to interpretations, regulations and determinations
      concerning the Plan established from time to time by the Committee in accordance
      with the provisions of the Plan, including, but not limited to, provisions
      pertaining to (i) rights and obligations with respect to withholding taxes,
      (ii)
      the registration, qualification or listing of the shares, (iii) changes in
      capitalization of the Company, and (iv) other requirements of applicable law.
      The Committee shall have the authority to interpret and construe the grant
      pursuant to the terms of the Plan, and its decisions shall be conclusive as
      to
      any questions arising hereunder.




8.  No
      Employment or Other Rights .
      This
      grant shall not confer upon the Grantee any right to be retained by or in the
      employ or service of the Employer and shall not interfere in any way with the
      right of the Employer to terminate the Grantee’s employment or service at any
      time. The right of the Employer to terminate at will the Grantee’s employment or
      service at any time for any reason is specifically reserved.




9.  Assignment .
      The
      rights and protections of the Company hereunder shall extend to any successors
      or assigns of the Company and to the Company’s parents, subsidiaries, and
      affiliates. This Agreement may be assigned by the Company without the Grantee’s
      consent.




10. Applicable
        Law .
        The
        validity, construction, interpretation and effect of this instrument shall
        be
        governed by and construed in accordance with the laws of the State of Delaware,
        without giving effect to the conflicts of laws provisions thereof.


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11.  Notice .
      Any
      notice to the Company provided for in this instrument shall be addressed to
      the
      Company in care of the President at the corporate headquarters of the Company,
      and any notice to the Grantee shall be addressed to such Grantee at the current
      address shown on the payroll of the Company, or to such other address as the
      Grantee may designate to the Company in writing. Any notice shall be delivered
      by hand, sent by telecopy or enclosed in a properly sealed envelope addressed
      as
      stated above, registered and deposited, postage prepaid, in a post office
      regularly maintained by the United States Postal Service.




IN
      WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
      and attest to this Stock Award Agreement, and the Grantee has placed his or
      her
      signature hereon, effective as of the Date of Grant.




ATLAS
                AMERICA, INC.Attest:________________________
            By:________________________________Lisa
                WashingtonVice
                President, Chief Legal Officer &Secretary











I
      hereby
      accept the grant of Restricted Stock described in this Agreement, and I agree
      to
      be bound by the terms of the Plan and this Agreement. I hereby further agree
      that all of the decisions and determinations of the Committee with respect
      to
      the Restricted Stock shall be final and binding.








___________________________Grantee___________________________Date





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