8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  December 9, 2004

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Arkansas

(State or other jurisdiction of incorporation)

1-8246	71-0205415
(Commission File Number)	(IRS Employer Identification No.)
2350 N. Sam Houston Pkwy. E., Suite 300, Houston, Texas	77032
(Address of principal executive offices)	(Zip Code)

(281) 618-4700

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

       o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1.  Registrant's Business and Operations.

Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2004, Southwestern Energy Company (the "Company") made a number of stock option, restricted stock and performance unit awards to certain of its directors and executives, including the following: 
 

	Options	Restricted Stock	Performance Units
Harold M. Korell	36,730	11,340	867
Greg D. Kerley	14,840	4,580	350
Richard F. Lane	14,840	4,580	350
Mark K. Boling	7,210	2,220	170
Alan N. Stewart	3,530	1,090	83
Dee W. Hency	2,760	850	65
Timothy J. O'Donnell	1,910	590	45
Stanley T. Wilson	1,910	590	45
John Paul Hammerschmidt	1,720	530	-
Robert L. Howard	1,720	530	-
Kenneth R. Mourton	1,720	530	-
Vello A. Kuuskraa	1,720	530	-
Charles E. Scharlau	1,720	530	-
Lewis E. Epley, Jr.	1,720	530	-

The stock option and restricted stock awards were made pursuant to the Company's 2004 Stock Incentive Plan ("Stock Plan"), which was filed with the Securities and Exchange Commission with the Company's 2004 Proxy Statement, and the performance unit awards were made pursuant to the Company's 2002 Performance Unit Plan ("Performance Plan"), which was filed with the Securities and Exchange Commission with the Company's 2002 Annual Report on Form 10-K. The form of the agreement for each of the ISO awards, non-qualified option awards, restricted stock awards, and performance units are filed with this Current Report as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively.

The stock options are exercisable at a price of $49.80 per share and vest over three years in accordance with the schedule set forth in the stock option award agreement. Subject to earlier termination as described in the Stock Plan, the stock options expire after seven years as set forth in the stock option award agreement.

The restricted shares vest over four years as set forth in the restricted stock award agreement. If the recipient's employment is terminated, any unvested restricted shares will be forfeited and returned to the Company.  The restricted shares may not be sold, assigned, transferred, pledged or otherwise disposed of by the recipient until they vest. Each recipient is entitled to receive any dividends or other distributions made with respect to the restricted shares.

The performance units vest over three years with the actual award not determined until the end of the three-year period as set forth in the performance unit agreement, and pursuant to the provisions in the Performance Plan.

SECTION 9.  Financial Statements and Exhibits

Item 9(c)

Exhibits.  The following exhibits are being furnished as part of this Report.

Exhibit Number	Description
10.1	Form of ISO Award Agreement
10.2	Form of Non-Qualified Award Agreement

10.3	Form of Restricted Stock Award Agreement
10.4	Form of Performance Unit Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOUTHWESTERN ENERGY COMPANY
Dated: December 20, 2004	By:	/s/ GREG D KERLEY
	Name:	Greg D. Kerley
	Title:	Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of ISO Award Agreement
10.2	Form of Non-Qualified Award Agreement

10.3	Form of Restricted Stock Award Agreement
10.4	Form of Performance Unit Agreement

EX-10

SOUTHWESTERN ENERGY COMPANY
INCENTIVE STOCK OPTION
(Not Transferable)

THIS CERTIFIES, that SOUTHWESTERN ENERGY COMPANY, an Arkansas corporation (the "Company"), has, as of the ___ day of _____________, 2004, granted to _____________ ("Participant"), an Incentive Stock Option to purchase _____ shares (the "Optioned Shares") of the Company's Common Stock ($.10 par value) ("Company Stock") on the terms and conditions of the SOUTHWESTERN ENERGY COMPANY 2004 STOCK INCENTIVE PLAN, as may be amended from time to time (the "Plan").

This Incentive Stock Option is granted under and pursuant to the Plan and is subject to the conditions and limitations set forth in the Plan as the same may be amended from time to time. All of the terms and provisions of the Plan, as amended from time to time, are incorporated herein by reference and nothing herein contained shall be deemed to vary or be given effect as modifying the terms of the Plan.

This Incentive Stock Option shall be exercisable only in accordance with the provisions of this Certificate and the Plan. This Incentive Stock Option is not transferable except by will or the laws of descent and distribution.

The exercise price of the Optioned Shares shall be $____ per share.

This Incentive Stock Option shall be exercisable in whole or in part; provided, that no partial exercise shall be for an aggregate exercise price of less than $1,000. The partial exercise of this Incentive Stock Option shall not cause the expiration, termination or cancellation of the remaining portion hereof.

This Incentive Stock Option shall be exercised by delivering notice to the Company's principal office, to the attention of its Secretary, no less than one business day in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Certificate, shall specify the number of Optioned Shares with respect to which this Incentive Stock Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise.

Payment for Optioned Shares purchased upon the exercise of an Option shall be made on the effective date of such exercise in accordance with the terms of the Plan.

THIS INCENTIVE STOCK OPTION SHALL FIRST BECOME EXERCISABLE WITH RESPECT TO THE FOLLOWING PERCENTAGE OF THE TOTAL SHARES SUBJECT HERETO ON THE FOLLOWING DATES:

Percentage of Total Shares	First Date on Which Such Percentage of Total Shares Becomes Exercisable
33-1/3%
33-1/3%
33-1/3%

PROVIDED, HOWEVER, UPON THE OCCURRENCE OF A CHANGE IN CONTROL, IF AND TO THE EXTENT IT STILL IS OUTSTANDING, THIS INCENTIVE STOCK OPTION SHALL BECOME FULLY AND IMMEDIATELY EXERCISABLE AND SHALL REMAIN EXERCISABLE UNTIL ITS EXPIRATION, TERMINATION OR CANCELLATION PURSUANT TO THE TERMS OF THE PLAN.

THIS INCENTIVE STOCK OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE AFTER THE EXPIRATION OF SEVEN (7) YEARS FROM THE DATE AS OF WHICH IT WAS GRANTED AND MAY BE EXERCISED ONLY IN THE MANNER PROVIDED IN THE PLAN. THIS INCENTIVE STOCK OPTION SHALL BE SUBJECT TO EARLIER TERMINATION, EXPIRATION OR CANCELLATION AS PROVIDED IN THE PLAN.

By accepting this Certificate, the Participant agrees to all of the terms and conditions of the Plan as the same may be amended from time to time, and acknowledges that the Participant may review a complete copy of the Plan, which is on file in the office of the Secretary of Southwestern Energy Company, 2350 North Sam Houston Parkway East, Suite 300, Houston, Texas 77032.

IN WITNESS WHEREOF, the Company has issued this Incentive Stock Option Certificate by its undersigned duly authorized officer as of the ___ day of ________, 2004.

	SOUTHWESTERN ENERGY COMPANY
ATTEST: (Seal)	By: _______________________________
	President and Chief Executive Officer
By: _____________________________
Treasurer and Vice President - Human Resources
	_______________________________
	(Participant)

EX-10

SOUTHWESTERN ENERGY COMPANY

DIRECTORS NON-QUALIFIED STOCK OPTION

(Not Transferable)

THIS CERTIFIES, that SOUTHWESTERN ENERGY COMPANY, an Arkansas corporation (the "Company"), has, as of the ____ day of ______________, 2004, granted to ________________________ (the "Participant"), a Non-Qualified Stock Option to purchase ______ shares (the "Optioned Shares") of the Company's Common Stock ($.10 par value) ("Common Stock") on the terms and conditions of the SOUTHWESTERN ENERGY COMPANY 2004 STOCK INCENTIVE PLAN, as the same may be amended from time to time (the "Plan").

This Non-Qualified Stock Option is granted under and pursuant to the Plan and is subject to the conditions and limitations set forth in the Plan as the same may be amended from time to time. All of the terms and provisions of the Plan, as amended from time to time, are incorporated herein by reference and nothing herein contained shall be deemed to vary or be given effect as modifying the terms of the Plan.

This Non-Qualified Stock Option shall be exercisable only in accordance with the provisions of this Certificate and the Plan except as otherwise provided in the Plan. This Non-Qualified Stock Option is not transferable except by will or the laws of descent and distribution.

The exercise price of the Optioned Shares shall be $____ per share.

This Non-Qualified Stock Option shall be exercisable in whole or in part; provided, that no partial exercise shall be for an aggregate exercise price of less than $1,000. The partial exercise of this Non-Qualified Stock Option shall not cause the expiration, termination or cancellation of the remaining portion hereof.

This Non-Qualified Stock Option shall be exercised by delivering notice to the Company's principal office, to the attention of its Secretary, no less than three business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Certificate, shall specify the number of Optioned Shares with respect to which this Non-Qualified Stock Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise.

Payment for Optioned Shares purchased upon the exercise of this Non-Qualified Stock Option shall be made on the effective date of such exercise in accordance with the terms of the Plan.

THIS NON-QUALIFIED STOCK OPTION SHALL FIRST BECOME EXERCISABLE WITH RESPECT TO THE FOLLOWING PERCENTAGE OF THE TOTAL SHARES SUBJECT HERETO ON THE FOLLOWING DATES:

Percentage of Total Shares	First Date on Which Such Percentage of Total Shares Becomes Exercisable
33-1/3%
33-1/3%
33-1/3%

PROVIDED, HOWEVER, UPON THE OCCURRENCE OF A CHANGE IN CONTROL, IF AND TO THE EXTENT IT STILL IS OUTSTANDING, THIS NON-QUALIFIED STOCK OPTION SHALL BECOME FULLY AND IMMEDIATELY EXERCISABLE AND SHALL REMAIN EXERCISABLE UNTIL ITS EXPIRATION, TERMINATION OR CANCELLATION PURSUANT TO THE TERMS OF THE PLAN.

Notwithstanding any other provision of the Plan, in the event of (i) a dissolution or liquidation of Southwestern, (ii) a sale of all or substantially all of Southwestern's assets or (iii) a merger or consolidation involving Southwestern, the Committee shall have the power to:

(A) cancel, effective immediately prior to the occurrence of such event, each Option outstanding immediately prior to such event (whether or not then vested or exercisable), and, in full consideration of such cancellation, pay to the Director to whom such Option was granted an amount in cash, for each share of Common Stock subject to such Option immediately prior to such event, equal to the excess of (A) the value, as determined by the Committee of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; or

(B) provide for the exchange of all or a portion of such Options outstanding immediately prior to such event (whether or not then vested or exercisable) for equivalent options covering securities of the acquiring entity (or the ultimate parent thereof) and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price of such exchanged option, and/or the number, type and class of securities subject to such exchanged option or, if appropriate, provide for a cash payment to the Director to whom such Option was granted in partial consideration for the exchange of the Option.

In the event of the occurrence of any event described above, the Committee shall, with respect to each Director's Option outstanding immediately prior to such event (whether or not then vested or exercisable), take the action described in clause (A) above, except that the value of the property received in exchange for a share of Common Stock pursuant to such event shall be the Fair Market Value of such property.

THIS NON-QUALIFIED STOCK OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE AFTER THE EXPIRATION OF SEVEN (7) YEARS FROM THE DATE AS OF WHICH IT WAS GRANTED AND MAY BE EXERCISED ONLY IN THE MANNER PROVIDED IN THE PLAN. THIS NON-QUALIFIED STOCK OPTION SHALL BE SUBJECT TO EARLIER TERMINATION, EXPIRATION OR CANCELLATION AS PROVIDED IN THE PLAN.

By accepting this Certificate, the Participant agrees to all of the terms and conditions of the Plan as the same may be amended from time to time, and acknowledges that the Participant may review a complete copy of the Plan, which is on file in the office of the Secretary of Southwestern Energy Company, 2350 North Sam Houston Parkway East, Suite 300, Houston, Texas 77032.

IN WITNESS WHEREOF, the Company has issued this Non-Qualified Stock Option Certificate by its undersigned duly authorized officer as of the ____ day of __________, 2004.

ATTEST: (Seal)	SOUTHWESTERN ENERGY COMPANY
By:________________________________	By: _______________________________
Executive Vice President and Chief Financial Officer	President and Chief Executive Officer
	_______________________________
	(Director)

EX-10

RESTRICTED STOCK AGREEMENT
2004 STOCK INCENTIVE PLAN

THIS AGREEMENT, made as of this _____ day of _______________, 2004, by and between Southwestern Energy Company, an Arkansas corporation (the "Company") and _______________ (the "Participant").

WITNESSETH:

WHEREAS, the Participant is now serving as an officer or key employee of the Company and the Company desires to afford the Participant the opportunity to acquire, or enlarge, the Participant's stock ownership in the Company so that the Participant may have a direct proprietary interest in the Company's success;

NOW, THEREFORE, in consideration of the covenants and agreement herein contained, the parties hereto hereby agree as follows:

1. Grant of Restricted Stock

Pursuant to the provisions of the Southwestern Energy Company 2004 Stock Incentive Plan (the "Plan") the Company hereby grants to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right to receive from the Company ________ shares of Restricted Stock ($.10 par value) of the Company.

2. Definitions

The meaning of all terms defined in the Plan and used herein shall be as defined in the Plan.

3. Term and Restrictions

(a) Issue Date and Vesting Date

The Issue Date of the Restricted Stock granted hereunder shall be the effective date of this agreement. Except as provided in Sections 8(c) and 8(f) of the Plan, stock certificates representing the shares of Restricted Stock granted hereunder shall be issued in accordance with Section 8(d) of the Plan. Such shares shall vest ratably over a period of four years from the date hereof on each of the next four succeeding anniversaries of the date hereof (the "Vesting Dates"). Except as provided in Sections 8(c) and 8(f) of the Plan, and provided that all conditions to the vesting of a share of Restricted Stock imposed pursuant to Section 8(b) of the Plan are satisfied, upon the occurrence of the Vesting Date with respect to a share of Restricted Stock, such share shall vest and the restrictions of Section 8(c) of the Plan shall cease to apply to such share.

(b) Conditions to Vesting

Except for continuation of employment with the Company as provided in Section 3(f) hereof, there are no conditions to the vesting of the shares of Restricted Stock granted hereunder.

(c) Restrictions on Transfer Prior to Vesting

Prior to the vesting of a share of Restricted Stock, no transfer of Participant's rights with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to such share, but immediately upon any attempt to transfer such rights, such share, and all of the rights related thereto, shall be forfeited by the Participant, and the transfer shall be of no force or effect.

(d) Issuance of Certificates

(1) Except as provided in Sections 8(c) or 8(f) of the Plan, reasonably promptly after the Issue Date with respect to shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered in the name of the Participant to whom such shares were granted, evidencing such shares; provided, that the Company shall not cause to be issued such a stock certificate unless it has received a stock power duly endorsed in blank with respect to such shares. Each such stock certificates shall bear the following legend:

The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture provisions and restrictions against transfer) contained in the Southwestern Energy Company 2004 Stock Incentive Plan and an Agreement entered into between the registered owner of such shares and Southwestern Energy Company. A copy of the Plan and Agreement are on file in the principal executive offices of the Company.

Such legend shall not be removed from the certificate evidencing such shares until such shares vest pursuant to the terms hereof.

(2) Each certificate issued pursuant to Section 8(d)(1) of the Plan, together with the stock powers relating to the shares of Restricted Stock evidenced by such certificate, shall be deposited by the Company with a custodian designated by the Company. The Company shall cause such custodian to issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant.

(e) Consequences Upon Vesting

Upon the vesting of a share of Restricted Stock pursuant to the terms hereof, the restrictions of Section 8(c) of the Plan shall cease to apply to such share. Reasonably promptly after a share of Restricted Stock vests pursuant to the terms hereof, the Company shall cause to be issued and delivered to the Participant, a certificate evidencing such share, free of the legend set forth in Section 8(d)(1) of the Plan, together with any other property of the Participant held by the custodian pursuant to Section 8(d)(2) of the Plan.

(f) Effect of Termination of Employment

In the event that the employment of the Participant with the Company shall terminate for any reason prior to the vesting of shares of the Restricted Stock, all shares of Restricted Stock granted to the Participant hereunder which have not vested as of the date of such termination shall immediately be forfeited.

(g) Effect of Change in Control

Upon the occurrence of a Change in Control, all shares of Restricted Stock granted hereunder which have not theretofore vested, or been cancelled or forfeited pursuant to any provision hereof or of the Plan, shall immediately vest.

4. Adjustment Upon Changes in Company Stock

(a) Outstanding Restricted Stock

Unless the Committee in its absolute discretion otherwise determines, any securities or other property (including dividends paid in cash) received by Participant with respect to a share of Restricted Stock, the Issue Date with respect to which occurs prior to such event, but which has not vested as of the date of such event, as a result of any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests, and shall be promptly deposited with the custodian designated pursuant to Paragraph 8(d)(2) of the Plan. The Committee has determined that the right to receive cash dividends paid on the shares of Restricted Stock shall vest on the Issue Date.

The Committee may, in its absolute discretion, adjust the grant of shares of Restricted Stock made hereunder, provided the Issue Date has not occurred as of the date of the occurrence of any of the following events, to reflect any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or similar corporate change as the Committee may deem appropriate to prevent the enlargement or dilution of rights of Participant under the grant.

(b) No Other Rights

Except as expressly provided in the Plan, the Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Company Stock subject to the Incentive Award granted hereunder.

5. Rights as a Shareholder

The Participant shall have no rights as a stockholder with respect to any shares of Company Stock covered by or relating to the Incentive Award granted hereunder until the date of the issuance of a stock certificate with respect to such shares. Except as otherwise expressly provided in Section 4 hereof, no adjustment to the Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued.

6. No Special Employment Rights; No Right To Incentive Award

Nothing contained in the Plan or this Incentive Award shall confer upon Participant any right with respect to continuation of the Participant's employment by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of Participant from the rate in existence on the date hereof. The grant of the Incentive Award hereunder shall neither require nor prevent the granting of any subsequent Incentive Award to Participant or any other Participant or person.

7. Securities Matters

Southwestern shall be under no obligation to effect the registration pursuant to the Securities Act of any interests in the Plan or this Agreement or any shares of Company Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant to the Plan or this Agreement unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the New York Stock Exchange and any other securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of shares make such agreements and representati ons, and that such certificates bear such legends as the Committee, in its sole discretion, deems necessary or desirable.

8. Withholding Taxes

(a) Cash Remittance

Whenever shares of Company Stock are to be issued upon the occurrence of the Issue Date or the Vesting Date and whenever dividends are paid in respect of non-vested shares of restricted stock, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such occurrence prior to the delivery of any certificate or certificates for such shares.

(b) Stock Remittance

Subject to Section 14(b) of the Plan, at the election of the Participant, subject to the approval of the Committee, when shares of Company Stock are to be issued upon the occurrence of the Issue Date or the Vesting Date, in lieu of the remittance required by Section 14(b) of the Plan, the Participant may tender to the Company a number of shares of Company Stock determined by such Participant, the Fair Market Value of which at the tender date the Committee determines to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise and not greater than the Participant's estimated total federal, state and local tax obligations associated with such exercise.

(c) Stock Withholding

The Company shall have the right, when shares of Company Stock are to be issued upon the occurrence of the Issue Date or the Vesting Date, in lieu of requiring the remittance required by Section 14(c) of the Plan, to withhold a number of such shares, the Fair Market Value of which at the exercise date the Committee determines to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such occurrence and is not greater than the Participant's estimated total federal, state and local tax obligations associated with such exercise.

9. Participant Bound by the Plan

Participant hereby acknowledges that he may review a complete copy of the Plan, which is on file in the office of the Secretary of Southwestern Energy Company, 2350 Sam Houston Parkway East, Suite 300, Houston, Texas 77032 and agrees to be bound by all the terms and provisions thereof, as amended from time to time, which are incorporated herein by reference. In the event of any conflict between the terms of the Plan and the terms of this agreement, the terms of the Plan shall control.

10. Transfers Upon Death

No transfer by will or the laws of descent and distribution of the Incentive Award granted hereunder, or the right to exercise such Incentive Award, shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.

11. Failure to Comply

In addition to the remedies of the Company elsewhere provided for herein or in the Plan, failure by the Participant (or beneficiary) to comply with any of the terms and conditions of the Plan or this agreement, unless such failure is remedied by the Participant (or beneficiary) within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of the Incentive Award, in whole or in part as the Committee, in its absolute discretion, may determine.

12. Applicable Law

Except to the extent preempted by any applicable federal law, the Plan and this Agreement will be construed and administered in accordance with the laws of the State of Arkansas, without reference to the principles of conflicts of law.

13. Notices

Any notice hereunder to the Company shall be addressed to it at its office, 2350 North Sam HoustonParkway East, Suite 300, Houston, Texas 77032: Attention: Secretary, and any notice hereunder to Participant shall be addressed to the Participant at __________________________. Either party may designate at any time hereafter in writing some other address.

IN WITNESS WHEREOF, Southwestern Energy Company has caused this Agreement to be executed by its undersigned duly authorized officer as of the _____ day of _____________, 2004.

	SOUTHWESTERN ENERGY COMPANY
ATTEST: (Seal)	By: _______________________________
	President and Chief Executive Officer
By: ______________________________________ 9;
	_______________________________
	(Participant)

EX-10

SOUTHWESTERN ENERGY COMPANY
2002 PERFORMANCE UNIT PLAN
PERFORMANCE UNIT GRANT AGREEMENT

THIS GRANT AGREEMENT, effective as of the ________ day __________________ (the "Grant Date"), is between Southwestern Energy Company ("Company") and ___________________________ (hereinafter referred to as the "Participant").

WITNESSETH:

WHEREAS, the Company has approved the Southwestern Energy Company 2002 Performance Unit Plan (the "Plan"), which was adopted by the Board of Directors and which provides for the grant of Performance Units to certain employees of the Company;

WHEREAS, the Participant has been selected by the Plan Administrator to participate in the Plan, in accordance with the provisions thereof;

WHEREAS, Participant has been awarded Performance Units on the Grant Date; and

WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the grant of Performance Units.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained and as an inducement to Participant to continue as an employee of the Company, the parties hereto hereby agree as follows:

1. The Company awards to Participant on the Grant Date _____ Performance Units on the terms and conditions set forth herein and in the Plan. The grant of these Performance Units is effective on the Grant Date.
2. Except as provided in Section 5(f) of the Plan, the Participant's right to the Performance Units awarded for this Performance Period shall vest as follows:

[Insert performance unit vesting schedule here]

3. In the event that the employment of the Participant with the Company shall terminate for any reason other than Cause, all unvested Performance Units granted to the Participant shall expire at the commencement of business on the date of a termination of employment, and no payment shall be made to the Participant with respect thereto. Southwestern shall make payment respecting vested Performance Units upon expiration of the original Performance Period under the original terms for such vested Performance Units, unless such payment is deferred pursuant to a timely election filed pursuant to the Plan.
4. In the event of the termination of the Participant's employment for Cause, all outstanding Performance Units granted to the Participant shall expire at the commencement of business on the date of such termination, and no payment shall be made to the Participant with respect thereto.
5. The Performance Units will have a Payment Value at the end of the Performance Period contingent upon the attainment of the Performance Measures described on Appendix A to this Grant Agreement. Unless otherwise specified herein, the Performance Period shall be thirty-six months from the Commencement Date. Except as otherwise specified herein or in the Plan, Southwestern shall pay the Participant the total amount of the Payment Value due the Participant at the conclusion of the Performance Period on such date following the conclusion of the Performance Period as the Plan Administrator shall designate.
6. Each Performance Unit will have a "Target Value" of $1,000, a "Threshold Value" of $500 and a "Maximum Value of $2,000. Each Performance Unit has a threshold level of performance under which no payout will occur and a maximum level of performance above which no further payout will occur. Please consult the chart below for specific threshold, target and maximum percentiles.
7. The Performance Measures and the weight that each Performance Measure carries with respect to the Payment Value of each Performance Unit as well as the Payment Value of such Performance Unit will be calculated as follows:

[Insert award table here]

For purposes of determining the peer ranking for the E&P/Corp Performance Measures, the Company's peer group shall include those companies described on Appendix B attached hereto.

8. The Performance Units and the rights and privileges conferred hereunder shall not be sold, transferred, encumbered, hypothecated or otherwise anticipated by the Participant other than by will or the laws of descent and distribution. The Performance Units are not liable for, or subject to, in whole or in part, the debts, contracts, liabilities, or torts of the Participant, nor shall it be subject to garnishment, attachment, execution, levy or other legal or equitable process.

9. Subject to the limitations on the transferability of the Performance Units, this Grant Agreement shall be binding upon and inure to the benefit of the heirs, legal representative, successors and assigns of the parties hereto.

10. The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Arkansas to the extent not preempted by Federal law.

11. The invalidity or unenforceability of any provision of this Grant Agreement shall not affect the validity or enforceability of any other provision, and all other provisions shall remain in full force and effect.

12. Participant accepts the Performance Units subject to all the provisions of the Plan, which are incorporated herein, including the provisions that authorize the Board and the Plan Administrator to administer and interpret the Plan and that provide that the Plan Administrator's decisions, determinations, and interpretations with respect to the Plan are final and conclusive on all persons affected thereby and that provide the Company's or the Plan Administrator's right to amend or terminate the Plan or any award under the Plan. Additionally, any capitalized terms in this Grant Agreement shall have the same meaning as the terms defined in the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the day and year first above written.

	SOUTHWESTERN ENERGY COMPANY
ATTEST:	By: _______________________________
	Chairman & CEO
_____________________________
	_______________________________
	(Participant)