RESTRICTED STOCK AGREEMENT



         THIS AGREEMENT, made as of this ____ day of _____, 2000, by and between
Southwestern Energy Company, a 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

         The Company hereby grants to the Participant,  subject 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 to be issued from treasury
shares  separate  and apart  from the  Southwestern  Energy  Company  2000 Stock
Incentive Plan.

2.       Definitions

         (a)  "Change  in  Control"  shall  mean  the  occurrence  of any of the
              following:

              (i) any "person" (as such term is used in Sections 13(d) and 14(d)
         of the  Securities  Exchange  Act of  1934  (the  "Exchange  Act"),  an
         "Acquiring  Person")  becomes the  "beneficial  owner" (as such term is
         defined in Rule 13d-3 promulgated under the Exchange Act),  directly or
         indirectly,  of securities of Southwestern  representing 20% or more of
         the  combined   voting  power  of   Southwestern's   then   outstanding
         securities, provided, however, that any acquisition by (A) Southwestern
         or any of its  subsidiaries,  or any employee  benefit plan (or related
         trust)   sponsored  or  maintained  by   Southwestern  or  any  of  its
         subsidiaries or (B) any corporation with respect to which,  immediately
         following such acquisition,  more than 60% of,  respectively,  the then
         outstanding shares of Common Stock of such corporation and the combined
         voting  power  of  the  then  outstanding  voting  securities  of  such
         corporation  entitled to vote generally in the election of directors is
         then beneficially  owned,  directly or indirectly,  in the aggregate by
         all or  substantially  all of the individuals and entities who were the
         beneficial owners, respectively, of the outstanding Southwestern Common
         Stock and  Southwestern  voting  securities  immediately  prior to such
         acquisition in  substantially  the same proportion as their  ownership,
         immediately prior to

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         such  acquisition,  of the  outstanding  Southwestern  Common Stock and
         Southwestern  voting  securities,   as  the  case  may  be,  shall  not
         constitute a Change in Control;

              (ii) consummation by Southwestern of a  reorganization,  merger or
         consolidation (a "Business Combination"), in each case, with respect to
         which all or substantially all of the individuals and entities who were
         their  respective  beneficial  owners of the  outstanding  Southwestern
         Common Stock and Southwestern  voting  securities  immediately prior to
         such  Business  Combination  do  not  in  the  aggregate,   immediately
         following  such Business  Combination,  beneficially  own,  directly or
         indirectly, more than 60% of, respectively, the then outstanding shares
         of Common Stock and the combined  voting power of the then  outstanding
         voting  securities  entitled  to  vote  generally  in the  election  of
         directors,  as the case may be, of the corporation  resulting from such
         Business  Combination  in  substantially  the same  proportion as their
         ownership  immediately  prior  to  such  Business  Combination  of  the
         outstanding   Southwestern   Common  Stock  and   Southwestern   voting
         securities, as the case may be;

              (iii) any individual who is nominated by the Board for election to
         the Board on any date fails to be so  elected  as a direct or  indirect
         result of any proxy fight or contested  election  for  positions on the
         Board;

              (iv) a "change in control" of  Southwestern of a nature that would
         be required to be reported in response to Item 6(e) of Schedule  14A of
         Regulation 14A promulgated under the Exchange Act occurs;

              (v) (A) a complete  liquidation or dissolution of  Southwestern or
         (B) a sale or  other  disposition  of all or  substantially  all of the
         assets of both the Exploration and Production and the Utility  business
         segments of  Southwestern  other than to a corporation  with respect to
         which,  immediately  following such sale or disposition,  more than 80%
         of,  respectively,  the then outstanding shares of Common Stock and the
         combined  voting  power  of  the  then  outstanding  voting  securities
         entitled  to  vote  generally  in the  election  of  directors  is then
         beneficially owned, directly or indirectly,  in the aggregate by all or
         substantially  all  of  the  individuals  and  entities  who  were  the
         beneficial owners, respectively, of the outstanding Southwestern Common
         Stock and Southwestern voting securities immediately prior to such sale
         or disposition in substantially  the same proportion as their ownership
         of the outstanding  Southwestern  Common Stock and Southwestern  voting
         securities,  as the case  may be,  immediately  prior  to such  sale or
         disposition;

              (vi) other than with  respect to a person who is  employed  in the
         Utility business segment of Southwestern, the sale or other disposition
         of  all  or  substantially  all  the  assets  of  the  Exploration  and
         Production business segment other than to a corporation with respect to
         which,  immediately  following such sale or disposition,  more than 80%
         of,  respectively,  the then outstanding shares of Common Stock and the
         combined  voting  power  of  the  then  outstanding  voting  securities
         entitled to vote generally in the election of

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<PAGE>

         directors is then beneficially  owned,  directly or indirectly,  in the
         aggregate by all or  substantially  all of the individuals and entities
         who  were  the  beneficial  owners,  respectively,  of the  outstanding
         Southwestern   Common   Stock  and   Southwestern   voting   securities
         immediately prior to such sale or disposition in substantially the same
         proportion as their  ownership of the outstanding  Southwestern  Common
         Stock  and  Southwestern  voting  securities,   as  the  case  may  be,
         immediately prior to such sale or disposition; or

              (vii) a majority of the Board  determines in its sole and absolute
         discretion  that there has been a Change in Control of  Southwestern or
         that  there  will be a  Change  in  Control  of  Southwestern  upon the
         occurrence of certain specified events and such events occur.

         (b)  "Committee"  shall mean the Compensation Committee of the Board of
              Directors or such other  committee as the Board of Directors shall
              appoint  from time to time to  administer  this  agreement  and to
              otherwise   exercise  and  perform  the  authority  and  functions
              assigned to the Committee under the terms of hereto.

         (c)  "Common Stock" shall  mean  Southwestern's  Common Stock, $.10 par
              value per share, or any other security into which the common stock
              shall be changed pursuant to the adjustment  provisions of Section
              4 hereto.

         (d)  "Company" shall mean Southwestern and each of its Subsidiaries.

         (e)  "Exchange Act" shall mean  the Securities Exchange Act of 1934, as
              amended.

         (f)  "Issue Date" shall mean the date  established by the  Committee on
              which certificates  representing  shares of Restricted Stock shall
              be issued by Southwestern pursuant to the terms hereto.

         (g)  "Person" shall mean a "person,"  as such term  is used in Sections
              13(d) and 14(d) of the Exchange Act.

         (h)  "Restricted  Stock"  shall  mean a share  of Common Stock which is
              granted  pursuant  to Section 3 hereto and which is subject to the
              restrictions  set forth  hereto  for so long as such  restrictions
              continue to apply to such share.

         (i)  "Securities  Act"  shall  mean  the  Securities  Act of  1933,  as
              amended.

         (j)  "Vesting Date" shall mean the date established by the Committee on
              which a share of Restricted Stock may vest.

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<PAGE>

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 3(c) and 3(f),
stock certificates representing the shares of Restricted Stock granted hereunder
shall be issued in accordance  with Section 3(d) hereof.  Such shares shall vest
ratably  over a three year period from the date  hereof (the  "Vesting  Dates").
Except as provided in Sections 3(c) and 3(f),  and provided that all  conditions
to the vesting of a share of Restricted  Stock imposed  pursuant to Section 3(b)
hereof 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
3(c) hereof 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,  such share of
Restricted  Stock  shall  not be  transferable  under any  circumstances  and no
transfer of a 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 cancelled and 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  Section  3(c) or 3(f)  hereof,  reasonably
promptly  after the Issue Date with respect to shares of Restricted  Stock,  the
Company shall cause to be issued stock  certificates,  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 certificate 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  an  Agreement
                  entered into between the  registered  owner of such shares and
                  Southwestern  Energy  Company.  A copy of the  Agreement is on
                  file in the office of the

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<PAGE>

                  Secretary  of  Southwestern  Energy Company, 1083 Sain Street,
                  Fayetteville, Arkansas 72703.

Such legend shall not be removed  from the  certificate  evidencing  such shares
unless and until such shares become vested and the  restrictions on the transfer
thereof  lapse  pursuant to the terms hereof and any agreement  evidencing  such
Restricted Stock.

         (2)  Each  certificate  issued  pursuant  to  Section  3(d)(1)  hereof,
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  3(c) hereof 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 3(d)(1)  hereof,  together with any other property of the Participant
held by the custodian pursuant to Section 3(d)(2) hereof.

         (f)  Effect of Termination of Employment

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

4.       Adjustment Upon Changes in Common 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
the 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

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<PAGE>

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 3(d)(2) hereof. 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 the Participant under the grant.

         (b)  No Other Rights

         Except as expressly  provided  herein,  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 herein,  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 Common Stock subject to the Restricted Stock granted hereunder.

5.       Rights as a Shareholder

         No person  shall have any rights as a  stockholder  with respect to any
shares of Common Stock  covered by or relating to the  Restricted  Stock 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  Restricted  Stock 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 Restricted Stock

         Nothing  contained  herein shall confer upon the  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 the Participant  from
the rate in  existence  on the date hereof.  The grant of the  Restricted  Stock
hereunder  shall  neither  require or prevent  the  granting  of any  subsequent
Restricted Stock to the Participant or any other person.

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<PAGE>

7.       Securities Matters

         Southwestern  shall be under no obligation  to effect the  registration
pursuant  to the  Securities  Act of any  shares  of  Common  Stock to be issued
hereunder or to effect similar compliance under any state laws.  Notwithstanding
anything herein to the contrary, Southwestern shall not be obligated to cause to
be  issued or  delivered  any  certificates  evidencing  shares of Common  Stock
pursuant  to this  agreement  unless  and until  Southwestern  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 any  securities  exchange on which  shares of Common  Stock are
traded.  The Committee may require,  as a condition to the issuance and delivery
of certificates  evidencing shares of Common Stock pursuant to the terms hereof,
that  the  recipient  of  such  shares  make  such  covenants,   agreements  and
representations,  and that such certificates bear such legends, as the Committee
deems necessary or desirable.

8.       Withholding Taxes

         (a)  Cash Remittance

         Whenever shares of Common 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  8(a) hereof,  at the  election of the  Participant,
subject to the approval of the Committee,  when shares of Common Stock are to be
issued upon the occurrence of the Issue Date or the Vesting Date, in lieu of the
remittance  required by Section 8(a) hereof,  the  Participant may tender to the
Company a number of shares of Common Stock owned by the Participant for at least
six months  having a Fair  Market  Value at the tender  date  determined  by the
Committee 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 Common 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 8(a) hereof,  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

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<PAGE>

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.

         (d)  Timing and Method of Elections

         Notwithstanding  any other  provisions  hereof,  if the  Participant is
subject to Section 16(b) of the Exchange Act, the  Participant may only make the
election  described in Section 8(b) hereof  provided that the  Participant is in
compliance with the Southwestern  Energy Company  Statement of Company Policy on
Insider Trading and the  Southwestern  Energy Company Policy  Regarding  Special
Trading Procedures.

9.       Transfers Upon Death

         No  transfer  by Will or the laws of descent  and  distribution  of the
Restricted  Stock  granted  hereunder,  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 this  Agreement  that
are or would  have been  applicable  to the  Participant  and to be bound by the
acknowledgments  made by the  Participant  in  connection  with the grant of the
Restricted Stock.

10.      Failure to Comply

         In addition  to the  remedies of the  Company  elsewhere  provided  for
herein,  failure by the Participant  (or  beneficiary) to comply with any of the
terms and conditions of 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 Restricted  Stock, in whole or in part as the Committee,  in its absolute
discretion, may determine.

11.      Applicable Law

         Except to the extent  preempted by any  applicable  federal  law,  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.

12.      Notices

         Any notice  hereunder to the Company  shall be  addressed to  it at its
office, P. O. Box 1408, Fayetteville, AR 72702-1408:  Attention:  Secretary, and
any notice hereunder to the Participant shall be addressed to the Participant at
__________________________________________.  Either  party may  designate at any
time hereafter in writing some other address.

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<PAGE>

         IN  WITNESS  WHEREOF,  Southwestern  Energy  Company  has  caused  this
Agreement to be executed by its undersigned  duly  authorized  officer as of the
___ day of _____, 2000.

                                       SOUTHWESTERN ENERGY COMPANY

ATTEST:   (Seal)                       By:____________________________
                                              President and Chief
                                               Executive Officer

By:____________________________
   Executive Vice President and
     Chief Financial Officer

                                          ____________________________
                                                 (Participant)







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