0001326428-09-000008 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas • Delaware

THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of February 4, 2009 (the “Effective Date”) between Linn Energy, LLC, a Delaware limited liability company (the “Company”), and Arden L. Walker, Jr. (the “Indemnitee”).

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FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT December 17, 2008
Employment Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas • Texas

This First Amended and Restated Employment Agreement (“Agreement”) replaces and supersedes in its entirety the Employment Agreement that was executed on February 7, 2007 and is entered into by and between LINN OPERATING, INC., a Delaware corporation (the “Company”), and ARDEN L. WALKER, JR. (the “Employee”) as of the date first set forth above (the “Effective Date”) on the terms set forth herein. LINN ENERGY, LLC, a Delaware limited liability company, and the one hundred percent (100%) parent of the Company (“Linn Energy”), is joining in this Agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Linn Energy the employer of the Employee for any purpose.

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT December 17, 2008
Employment Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas • Texas

This Third Amended and Restated Employment Agreement (“Agreement”) replaces and supersedes in its entirety the Second Amended and Restated Employment Agreement dated as of September 15, 2005, and is entered into by and between LINN OPERATING, INC., a Delaware corporation (the "Company"), and KOLJA ROCKOV (the "Employee") as of the date first set forth above (the "Effective Date") on the terms set forth herein. LINN ENERGY, LLC, a Delaware limited liability company, and the one hundred percent (100%) parent of the Company (“Linn Energy”), is joining in this Agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Linn Energy the employer of the Employee for any purpose.

LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE RESTRICTED UNIT GRANT AGREEMENT
Restricted Unit Grant Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas

This Restricted Unit grant agreement (“Grant Agreement”) is made and entered into effective as of [Grant Date], (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and [Executive] (“Participant”).

FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT December 17, 2008
Employment Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas • Texas

This First Amended and Restated Employment Agreement (“Agreement”) replaces and supersedes in its entirety the Employment Agreement that was executed on March 22, 2007, and is entered into by and between LINN OPERATING, INC., a Delaware corporation (the “Company”), and CHARLENE A. RIPLEY (the “Employee”) as of the date first set forth above (the “Effective Date”) on the terms set forth herein. LINN ENERGY, LLC, a Delaware limited liability company, and the one hundred percent (100%) parent of the Company (“Linn Energy”), is joining in this Agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Linn Energy the employer of the Employee for any purpose.

LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE OPTION AGREEMENT
Option Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas

This option agreement (“Option Agreement”) is made and entered into effective as of [Grant Date], (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and [Executive] (“Participant”).

Contract
Asset Purchase and Sale Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas
LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF DIRECTOR RESTRICTED UNIT GRANT AGREEMENT
Restricted Unit Grant Agreement • February 26th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas

This Restricted Unit grant agreement (“Grant Agreement”) is made and entered into effective as of [Grant Date], (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and [Director] (“Participant”).

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