<PAGE>
                                                                    Exhibit 10.1

                           SOUTHWESTERN ENERGY COMPANY

                                  Common Stock

                                ($0.10 Par Value)

                             UNDERWRITING AGREEMENT



                                                               February 27, 2003

RBC Dain Rauscher Inc.
Raymond James & Associates, Inc.
Johnson Rice & Company L.L.C.
Hibernia Southcoast Capital, Inc.
As the Representatives of the
      several underwriters named in Schedule I hereto
c/o RBC Capital Markets
60 South Sixth Street
Minneapolis, MN  55402

Ladies and Gentlemen:

         Southwestern Energy Company, an Arkansas corporation (the "Company"),
proposes to sell to the several underwriters (the "Underwriters") named in
Schedule I hereto for whom you are acting as representatives (the
"Representatives") an aggregate of 8,250,000 shares of the Company's Common
Stock, $0.10 par value (the "Firm Shares"). The respective amounts of the Firm
Shares to be so purchased by the several Underwriters are set forth opposite
their names in Schedule I hereto. The Company also proposes to sell at the
Underwriters' option an aggregate of up to 1,237,500 additional shares of the
Company's Common Stock (the "Option Shares") as set forth below.

         As the Representatives, you have advised the Company (a) that you are
authorized to enter into this Agreement on behalf of the several Underwriters,
and (b) that the several Underwriters are willing, acting severally and not
jointly, to purchase the numbers of Firm Shares set forth opposite their
respective names in Schedule I, plus their pro rata portion of the Option Shares
if you elect to exercise the over-allotment option in whole or in part for the
accounts of the several Underwriters. The Firm Shares and the Option Shares (to
the extent the aforementioned option is exercised) are herein collectively
called the "Shares."

----------
         1 Plus an option to purchase up to 1,237,500 additional shares to cover
over-allotments.



<PAGE>

         The Company has prepared and filed in conformity with the requirements
of the Securities Act of 1933, as amended (the "Securities Act"), and the
published rules and regulations thereunder (the "Securities Act Rules") adopted
by the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3 (No. 333-101658), including a related prospectus (the
"Base Prospectus") relating to the Common Stock and other securities of the
Company to be sold from time to time by the Company in accordance with Rule 415
of the Securities Act, and such amendments thereof as may have been required to
the date of this Agreement. The Registration Statement was declared effective as
of 3:00 p.m. E.S.T. on January 28, 2003 (the "Effective Date"). Copies of such
registration statement (including all amendments thereof and all documents
deemed incorporated by reference therein) and of the related Base Prospectus
have heretofore been delivered (or otherwise made available via the Commission's
Edgar filing system) by the Company to the Underwriters. The term "Registration
Statement" as used in this Agreement means such registration statement as
amended to the date of this Agreement pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The term "Prospectus" means the Base
Prospectus and the final prospectus supplement to the Base Prospectus filed with
the Commission pursuant to Rule 424(b) of the Securities Act Rules (the
"Prospectus Supplement"). The term "Preliminary Prospectus" means the Base
Prospectus and the preliminary prospectus supplement to the Base Prospectus
dated February 18, 2003 filed with the Commission pursuant to Rule 424(b) of the
Securities Act. Unless otherwise stated herein, any reference herein to the
Registration Statement and the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Securities Act, which were filed under the Exchange Act on or
before the date hereof or are so filed hereafter. Any reference herein to the
terms "amend," "amendment," or "supplement" with respect to the Prospectus shall
be deemed to refer to and include any such document filed or to be filed under
the Exchange Act after the date of the Prospectus and deemed to be incorporated
therein by reference.

         In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

1.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
         ---------------------------------------------

         (a) At the time of filing the Registration Statement and on the
Effective Date, the Company met the requirements for use of Form S-3. The
Registration Statement, as of the Effective Date, and the Prospectus and any
amendment or supplement thereto, when filed with the Commission, did comply and
the Registration Statement, as amended, and the Prospectus, as amended or
supplemented, as of the Closing Date (as defined below), will comply in all
material respects with the requirements of the Securities Act and the Securities
Act Rules. As of the Effective Date and the Closing Date, the Registration
Statement did not and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading. As of the date the Prospectus or any
amendment or supplement to the Prospectus is or was filed with the Commission
and as of the Closing Date, the Prospectus did not and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Notwithstanding,
the foregoing, the Company makes no representations or warranties as to


                                       -2-
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statements in, or omissions from, the Prospectus or any amendment or supplement
thereto made in reliance upon, and in conformity with, information furnished to
the Company in writing by or on behalf of any Underwriter for use in the
Prospectus.

         (b) The Registration Statement is effective under the Securities Act
and no stop order preventing or suspending the effectiveness of the Registration
Statement or suspending or preventing the use of the Prospectus has been issued
and no proceedings for that purpose have been instituted or, to the Company's
knowledge, are threatened under the Securities Act. Any required filing of the
Prospectus pursuant to Rule 424(b) of the Securities Act Rules has been or will
be made in the manner and within the time period required by such Rule 424(b).

         (c) The documents filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Registration Statement and the Prospectus, at
the time they were filed with the Commission complied or will comply when so
filed in all material respects with the requirements of the Exchange Act or the
published rules and regulations under the Exchange Act (the "Exchange Act
Rules"), as applicable.

         (d) This Agreement has been duly authorized, executed and delivered by
the Company, and constitutes a valid, legal, and binding obligation of the
Company, enforceable in accordance with its terms, except as rights to indemnity
or contribution hereunder may be limited by federal or state securities laws or
the public policies underlying such laws and except as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
the rights of creditors generally, and subject to general principles of equity.
The Company has corporate power and authority to enter into this Agreement and
to authorize, issue and sell the Shares as contemplated by this Agreement.

         (e) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Arkansas, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Prospectus. Each significant subsidiary (as such
term is defined in Rule 1-02 of Regulation S-X) of the Company, as listed in
Exhibit A hereto (each a "Significant Subsidiary," collectively, the
"Significant Subsidiaries"), has been duly organized and is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own or lease its properties
and conduct its business as described in the Prospectus. The Company and each of
its subsidiaries are duly qualified to transact business and are in good
standing in all jurisdictions in which the conduct of their business requires
such qualification; except where the failure to be so qualified or to be in good
standing would not have a material adverse effect on the condition (financial or
otherwise), properties, operations, earnings, business or prospects of the
Company and its subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business (a "Material Adverse Effect").
The outstanding shares of capital stock of each of the Significant Subsidiaries
have been duly authorized and validly issued, are fully paid and non-assessable
and are wholly owned by the Company or another Significant Subsidiary free and
clear of all liens, encumbrances and equities and claims; and no options,
warrants or other rights to purchase, agreements or other obligations to issue
or other rights to convert any obligations into shares of capital stock or
ownership interests in the Significant Subsidiaries are outstanding.

                                       -3-
<PAGE>

         (f) The outstanding shares of Common Stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable; the
Shares to be issued and sold by the Company have been duly authorized and when
issued and paid for as contemplated herein will be validly issued, fully paid
and non-assessable; and no preemptive rights of shareholders exist with respect
to any of the Shares or the issue and sale thereof.

         (g) The information set forth under the caption "Capitalization" in the
Prospectus is true and correct. All of the Shares conform to the description
thereof contained in the Registration Statement. The form of certificates for
the Shares conforms to the corporate law of the jurisdiction of the Company's
incorporation. Immediately after the issuance and sale of the Shares to the
Underwriters, no shares of preferred stock of the Company shall be issued and
outstanding and no holder of any shares of capital stock, securities convertible
into or exchangeable or exercisable for capital stock or options, warrants or
other rights to purchase capital stock or any other securities of the Company
shall have any existing or future right to acquire any shares of preferred stock
of the Company. No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement that have not
been waived.

         (h) To the knowledge of the Company, the Company has not distributed
any prospectus or other offering material in connection with the offering and
sale of the Shares other than any preliminary prospectus or the Prospectus or
other materials permitted by the Securities Act to be distributed by the
Company.

         (i) The consolidated financial statements of the Company and its
subsidiaries, together with related notes as set forth or incorporated by
reference in the Registration Statement or the Prospectus, present fairly in all
material respects the financial position and the results of operations and cash
flows of the Company and its consolidated subsidiaries, at the indicated dates
and for the indicated periods. Such financial statements and related schedules
have been prepared in accordance with U.S. generally accepted principles of
accounting, consistently applied throughout the periods involved, except as
disclosed therein, and all adjustments necessary for a fair presentation of
results for such periods have been made. The summary financial and statistical
data included or incorporated by reference in the Registration Statement or the
Prospectus present fairly the information shown therein and such data have been
compiled on a basis consistent with the financial statements presented therein
and the books and records of the Company.

         (j) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.



                                       -4-
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         (k) PricewaterhouseCoopers LLP, which has certified certain financial
statements of the Company and delivered its opinion with respect to the audited
financial statements included or incorporated by reference in the Registration
Statement and the Prospectus, are independent public accountants with respect to
the Company within the meaning of the Securities Act and the Securities Act
Rules.

         (l) There is no action, suit, claim or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of its
subsidiaries before any court or administrative agency or otherwise which if
determined adversely to the Company or any of its subsidiaries might have a
Material Adverse Effect or prevent the consummation of the transactions
contemplated hereby.

         (m) No labor problem or dispute with the employees of the Company or
its subsidiaries exists or, to the Company's knowledge, is threatened or
imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or its subsidiaries' principal
suppliers, contractors or customers, that could have a Material Adverse Effect.

         (n) Except as described in the Preliminary Prospectus, as of the date
hereof, each of the Company and its subsidiaries has (i) generally satisfactory
or good and indefeasible title to all its interests in its oil and gas
properties, title investigations having been carried out by or on behalf of such
person in accordance with standards generally accepted in the oil and gas
industry in the areas in which the Company and its subsidiaries operate and (ii)
good and indefeasible title to all other real property and other material
properties and assets described in the Preliminary Prospectus as owned by the
Company or such subsidiary and valid, subsisting and enforceable leases for all
of the properties and assets, real or personal, described in the Preliminary
Prospectus as leased by them, except as the enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar law relating to or affecting the enforcement of
creditors' rights generally and legal principles of general applicability
governing the availability of equitable remedies (whether considered in a
proceeding in law or equity) in each case free and clear of any security
interests, mortgages, pledges, liens, encumbrances or charges of any kind, other
than those described in the Registration Statement and those that could not,
individually or in the aggregate, have a Material Adverse Effect.

         (o) Except for any failure that could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, the Company
and its subsidiaries have filed all Federal, State, local and foreign tax
returns which have been required to be filed and have paid all taxes indicated
by said returns and all assessments received by them or any of them to the
extent that such taxes have become due and are not being contested in good faith
and for which an adequate reserve for accrual has been established in accordance
with U.S. generally accepted accounting principles. All tax liabilities have
been adequately provided for in the financial statements of the Company, and the
Company does not know of any actual or proposed additional material tax
assessments. There are no transfer taxes or other similar fees or charges under
Federal law or the laws of any state, or any political subdivision thereof,
required to be

                                       -5-
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paid in connection with the execution and delivery of this Agreement or the
issuance by the Company or sale by the Company of the Shares.

         (p) Since the respective dates as of which information is given in the
Preliminary Prospectus, there has not been any material adverse change or any
development involving a prospective change which has had or is reasonably likely
to have a Material Adverse Effect, whether or not occurring in the ordinary
course of business, and there has not been any transaction entered into by the
Company or its subsidiaries that is material to the Company and its subsidiaries
taken as a whole, other than transactions in the ordinary course of business and
changes and transactions described or specifically contemplated in the
Registration Statement.

         (q) Neither the Company nor any of its subsidiaries is or with the
giving of notice or lapse of time or both, will be, in violation of or in
default under its Amended and Restated Articles of Incorporation ("Charter") or
Amended and Restated By-Laws ("By-Laws") or under any agreement, lease,
contract, indenture or other instrument or obligation to which it is a party or
by which it, or any of its properties, is bound and which default has had or is
reasonably likely to have a Material Adverse Effect. The execution and delivery
of this Agreement and the consummation of the transactions herein contemplated
and the fulfillment of the terms hereof will not conflict with or result in a
breach of (i) any of the terms or provisions of, or constitute a default under,
any contract, indenture, mortgage, deed of trust or other agreement or
instrument to which the Company or any of its subsidiaries is a party, (ii) of
the Charter or By-Laws of the Company or (iii) any order, rule or regulation
applicable to the Company or any of its subsidiaries of any court or of any
regulatory body or administrative agency or other governmental body having
jurisdiction, except for, with respect to clauses (i) and (iii), any such
conflict, breach, violation or default that, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

         (r) Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the
Company of this Agreement and the consummation of the transactions herein
contemplated (except such additional steps as may be required by the Commission,
the National Association of Securities Dealers, Inc. (the "NASD") or such
additional steps as may be necessary to qualify the Shares for public offering
by the Underwriters under state securities or Blue Sky laws) has been obtained
or made and is in full force and effect.

         (s) The Company and each of its subsidiaries has all material licenses,
certifications, permits, franchises, approvals, clearances and other regulatory
authorizations ("Permits") from governmental authorities as are necessary to
conduct its businesses as currently conducted and to own, lease and operate its
properties in the manner described in the Prospectus. There is no claim,
proceeding or controversy, pending or, to the knowledge of the Company or any of
its subsidiaries, threatened, involving the status of or sanctions under any of
the Permits. The Company and each of its subsidiaries has fulfilled and
performed all of its material obligations with respect to the Permits, and, to
the knowledge of the Company, no event has occurred which allows, or after
notice or lapse of time would allow, the revocation, termination,


                                       -6-
<PAGE>

modification or other impairment of the rights of the Company or any of its
subsidiaries under such Permit.

         (t) The Company and its subsidiaries are exempt from registration under
the provisions of the Public Utility Holding Company Act of 1935, as amended,
pursuant to Section 3(a) thereof.

         (u) Neither the Company, nor to the Company's knowledge, any of its
affiliates, has taken or may take, directly or indirectly, any action designed
to cause or result in, or which has constituted or which might reasonably be
expected to constitute, the stabilization or manipulation of the price of the
shares of Common Stock to facilitate the sale or resale of the Shares.

         (v) Neither the Company nor any of its subsidiaries is an "investment
company" within the meaning of such term under the Investment Company Act of
1940, and the rules and regulations of the Commission thereunder.

         (w) The Company and each of its subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of their respective businesses and the value of their respective properties and
as is customary for companies engaged in similar industries. All material
policies of insurance insuring the Company or any of its subsidiaries or any of
their respective businesses, assets, employees, officers and directors are in
full force and effect, and the Company and its subsidiaries are in compliance
with the terms of such policies in all material respects. There are no material
claims by the Company or any of its subsidiaries under any such policy or
instrument as to which an insurance company is denying liability or defending
under a reservation of rights clause.

         (x) Except as disclosed in the Preliminary Prospectus, the Company is
in compliance in all material respects with all presently applicable provisions
of the Employee Retirement Income Security Act of 1974, as amended, including
the regulations and published interpretations thereunder ("ERISA"); no
"reportable event" (as defined in ERISA) has occurred with respect to any
"pension plan" (as defined in ERISA) for which the Company would have any
material liability; the Company has not incurred and does not expect to incur
any material liability under (i) Title IV of ERISA with respect to termination
of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the "Code"); and each "pension plan" for
which the Company would have any material liability that is intended to be
qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification.

         (y) Other than as contemplated by this Agreement, the Company has not
incurred any liability for any finder's or broker's fee, or agent's commission
in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

                                       -7-
<PAGE>

         (z) Except as set forth in the Preliminary Prospectus or on Exhibits A
or B, the Company does not own, directly or indirectly, any shares of capital
stock and does not have any other equity or ownership or proprietary interest in
any corporation, partnership, association, trust, limited liability company,
joint venture or other entity.

         (aa) Neither the Company nor any Subsidiary is in material violation of
any statute, any rule, regulation, decision or order of any governmental agency
or body or any court, domestic or foreign, relating to the use, disposal or
release of hazardous chemicals, toxic substances or radioactive and biological
materials or relating to the protection or restoration of the environment or
human exposure to hazardous chemicals, toxic substances or radioactive and
biological materials (collectively, "Environmental Laws"). Neither the Company
nor its subsidiaries own or operate any real property contaminated with any
substance that is subject to any Environmental Laws, is liable for any off-site
disposal or contamination pursuant to any Environmental Laws, or is subject to
any claim relating to any Environmental Laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material
Adverse Effect; and, to the knowledge of the Company, there is no pending
investigation which might lead to such a claim.

         (bb) No payments or inducements have been made or given, directly or
indirectly, to any federal or local official or candidate for, any federal or
state office in the United States or foreign offices by the Company or any of
its subsidiaries, by any of their officers or directors, or, to the knowledge of
the Company, by any of the Company's employees or agents or by any other person
in connection with any opportunity, contract, permit, certificate, consent,
order, approval, waiver or other authorization relating to the business of the
Company or any of its subsidiaries, except for such payments or inducements as
were lawful under applicable laws, rules and regulations. Neither the Company
nor any of its subsidiaries, nor, to the knowledge of the Company, any director,
officer, agent, employee or other person associated with or acting on behalf of
the Company or any Subsidiary, (i) has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to any
government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv)
made any bribe, unlawful rebate, payoff, influence payment, kickback or other
unlawful payment in connection with the business of the Company or any of its
subsidiaries.

         (cc) Each of the Company and its subsidiaries owns or possesses
adequate rights to use the patents, patent rights, licenses, inventions,
copyrights, know-how (including seismic data, trade secrets and other unpatented
or unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names (collectively and together with any
applications or registrations for the foregoing, the "Intellectual Property") as
necessary to conduct the business now operated by them and as proposed to be
carried on as described in the Registration Statement and the Prospectus, and
neither the Company nor any of its subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with respect to any
patent or proprietary rights, which infringement or conflict (if the subject of
any unfavorable decision, ruling or finding), individually or in the aggregate,
would result in a Material Adverse Effect.

                                      -8-
<PAGE>

         (dd) The information contained in the Registration Statement and the
Prospectus regarding the Company's expectations, plans and intentions, and any
other information that constitutes "forward-looking" information within the
meaning of the Securities Act and the Exchange Act reflect the Company's good
faith belief and/or estimate of the matters described therein.

         (ee) Netherland, Sewell & Associates, whose report as of December 31,
2002 is referenced in the Prospectus, was, as of the date of such report, and
is, as of the date hereof, an independent petroleum engineer with respect to the
Company. K&A Energy Consultants, Inc., whose reports as of December 31, 2000 and
December 31, 2001 are referenced in the Prospectus, was, as of the dates of such
reports, an independent petroleum engineer with respect to the Company.

      2. PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES.
         ----------------------------------------------

         (a) On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Company
agrees to sell to the Underwriters and each Underwriter agrees, severally and
not jointly, to purchase, at a price of $10.925 per share, the number of Firm
Shares set forth opposite the name of each Underwriter in Schedule I hereof,
subject to adjustments in accordance with Section 9 hereof.

         (b) Payment for the Firm Shares to be sold hereunder is to be made by
wire transfer of immediately available funds to a bank account designated by the
Company against delivery of certificates therefor to the Representatives for the
several accounts of the Underwriters. Delivery of the Firm Shares is to be made
through the facilities of the Depository Trust Company, New York, New York at
10:00 a.m., New York time, on the fourth business day after the date of this
Agreement or at such other time and date not later than five business days
thereafter as you and the Company shall agree upon, such time and date being
herein referred to as the "Closing Date." As used herein, "business day" means a
day on which the New York Stock Exchange is open for trading and on which banks
in New York are open for business and are not permitted by law or executive
order to be closed.

         (c) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the several Underwriters to purchase the
Option Shares at the price per share as set forth in the first paragraph of this
Section. The option granted hereby may be exercised in whole or in part by
giving written notice (i) at any time before the Closing Date and (ii) only once
thereafter within 30 days after the date of this Agreement, by you, as the
Representatives of the several Underwriters, to the Company setting forth the
number of Option Shares as to which the several Underwriters are exercising the
option, the names and denominations in which the Option Shares are to be
registered and the time and date at which such certificates are to be delivered.
The time and date at which certificates for Option Shares are to be delivered
shall be specified in the notice and shall not be less than three nor more than
10 full business days after the exercise of such option, nor in any event prior
to the Closing Date (such time and date being herein referred to as the "Option
Closing Date"). If the date of exercise of the option is three or more days
before the Closing Date, the notice of exercise shall set the Closing Date as
the Option Closing


                                      -9-
<PAGE>


Date. The number of Option Shares to be purchased by each Underwriter shall be
in the same proportion to the total number of Option Shares being purchased as
the number of Firm Shares being purchased by such Underwriter bears to the total
number of Firm Shares, adjusted by you in such manner as to avoid fractional
shares. The option with respect to the Option Shares granted hereunder may be
exercised only to cover over-allotments in the sale of the Firm Shares by the
Underwriters. You, as the Representatives of the several Underwriters, may
cancel such option at any time prior to its expiration by giving written notice
of such cancellation to the Company. To the extent, if any, that the option is
exercised, payment for the Option Shares shall be made on the Option Closing
Date by wire transfer of immediately available funds to a bank account
designated by the Company.

      3. OFFERING BY THE UNDERWRITERS.
         ----------------------------

         It is understood that the several Underwriters are to make a public
offering of the Firm Shares as set forth in the Prospectus. The Firm Shares are
to be initially offered to the public at the initial public offering price set
forth in the Prospectus. The Representatives may from time to time thereafter
change the public offering price and other selling terms. To the extent, if at
all, that any Option Shares are purchased pursuant to Section 2 hereof, the
Underwriters will offer them to the public on the foregoing terms.

         It is further understood that you will act as the Representatives for
the Underwriters in the offering and sale of the Shares in accordance with a
Master Agreement Among Underwriters entered into by you and the several other
Underwriters.

      4. COVENANTS OF THE COMPANY.
         ------------------------

         The Company covenants and agrees with the several Underwriters that:

         (a) The Company shall prepare the Prospectus Supplement in a form
reasonably acceptable to the Underwriters and file such Prospectus Supplement
pursuant to Rule 424(b) under the Securities Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Securities Act.

         (b) The Company will not take, directly or indirectly, any action
designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.

         (c) The Company will advise the Representatives promptly (i) when any
amendment to the Registration Statement shall become effective; (ii) of any
request of the Commission for amendment of the Registration Statement or for
supplement to the Prospectus or for any additional information; and (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the use of the Prospectus or of the institution of any
proceedings for that purpose. The Company will use its best efforts to prevent
the issuance of any such stop order preventing or suspending the use of the
Prospectus and to obtain as soon as possible the lifting thereof, if issued.



                                      -10-
<PAGE>

         (d) The Company will cooperate with the Representatives in endeavoring
to qualify the Shares for sale under the securities laws of such jurisdictions
as the Representatives may reasonably have designated in writing and will make
such applications, file such documents, and furnish such information as may be
reasonably required for that purpose, provided the Company shall not be required
to qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction where it is not now so qualified or required to file
such a consent. The Company will, from time to time, prepare and file such
statements, reports, and other documents, as are or may be required to continue
such qualifications in effect for so long a period as the Representatives may
reasonably request for distribution of the Shares.

         (e) The Company will deliver to, or upon the order of, the
Representatives, from time to time, as many copies of any preliminary prospectus
as the Representatives may reasonably request. The Company will deliver to, or
upon the order of, the Representatives during the period when delivery of a
Prospectus is required under the Securities Act, as many copies of the
Prospectus in final form, or as thereafter amended or supplemented, as the
Representatives may reasonably request. The Company will deliver to the
Representatives at or before the Closing Date, four signed copies of the
Registration Statement and all amendments thereto excluding all exhibits filed
therewith.

         (f) The Company will comply with the Securities Act and the Securities
Act Rules, and the Exchange Act, and the Exchange Act Rules, so as to permit the
completion of the distribution of the Shares as contemplated in this Agreement
and the Prospectus. If during the period in which a prospectus is required by
law to be delivered by an Underwriter or dealer, any event shall occur as a
result of which, in the judgment of the Company or in the reasonable opinion of
the Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances existing
at the time the Prospectus is delivered to a purchaser, not misleading, or, if
it is necessary at any time to amend or supplement the Prospectus to comply with
any law, the Company promptly will prepare and file with the Commission an
appropriate amendment to the Registration Statement or supplement to the
Prospectus so that the Prospectus as so amended or supplemented will not, in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with the law.

         (g) The Company will make generally available to its security holders,
as soon as it is practicable to do so, but in any event not later than 15 months
after the effective date of the Registration Statement, an earning statement
(which need not be audited) in reasonable detail, covering a period of at least
12 consecutive months beginning after the effective date of the Registration
Statement, which earning statement shall satisfy the requirements of Section
11(a) of the Securities Act and Rule 158 of the Securities Act Rules and will
advise you in writing when such statement has been so made available.

         (h) No offering, sale, short sale or other disposition of any shares of
Common Stock of the Company or other securities convertible into or exchangeable
or exercisable for shares of Common Stock or derivative of Common Stock (or
agreement for such) will be made for a period of 90 days after the date of this
Agreement, directly or indirectly, by the Company otherwise than hereunder or
with the prior written consent of RBC Dain Rauscher Inc.; provided,



                                      -11-
<PAGE>

that this provision will not restrict the Company from issuing Common Stock
pursuant to the exercise of options outstanding on the date hereof, granting
employee stock options and restricted stock pursuant to the terms of a plan in
effect on the date hereof, issuing Common Stock pursuant to the exercise of such
options, issuances to its employees under the terms of the employee stock
purchase plan in effect on the date hereof, issuing Common Stock pursuant to the
terms of the director compensation plan in effect on the date hereof, the filing
of registration statements on Form S-8 and amendments thereto in connection with
those stock options or the Company's employee stock purchase plans in existence
on the date hereof.

         (i) The Company will use its best efforts to list, subject to notice of
issuance, the Shares on the New York Stock Exchange.

         (j) The Company has caused each of the directors of the Company and the
senior executive officers of the Company to furnish to you, on or prior to the
date of this Agreement, a letter, in the form attached hereto as Exhibit C.

         (k) The Company shall apply the net proceeds of its sale of the Shares
as described under the heading "Use of Proceeds" in the Prospectus.

         (l) The Company shall not invest, or otherwise use the proceeds
received by the Company from its sale of the Shares in such a manner as would
require the Company or any of its subsidiaries to register as an investment
company under the 1940 Act.

         (m) The Company will maintain a transfer agent and, if necessary under
the jurisdiction of incorporation of the Company, a registrar for the Common
Stock.

      5. COSTS AND EXPENSES.
         ------------------

         The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Company under this Agreement, including,
without limiting the generality of the foregoing, the following: accounting fees
of the Company; the fees and disbursements of counsel for the Company; the cost
of printing and delivering to, or as requested by, the Underwriters copies of
the Registration Statement, any preliminary prospectus, the Prospectus, the
Listing Application and any supplements or amendments thereto; the filing fees
of the Commission; and Listing Fee of the New York Stock Exchange. Any transfer
taxes imposed on the sale of the Shares to the several Underwriters will be paid
by the Company.

         The Company shall not, however, be required to pay for any of the
Underwriters expenses except that, if this Agreement shall not be consummated
because the conditions in Section 6 hereof (other than the condition contained
in Section 6(d)) are not satisfied, or because this Agreement is terminated by
the Representatives pursuant to clauses (i), (v) or (vi) in Section 11 hereof,
unless such failure to satisfy said condition be due to the default or omission
of any Underwriter, then the Company shall reimburse the several Underwriters
for reasonable out-of-pocket expenses (including reasonable fees and
disbursements of outside counsel), reasonably incurred in connection with
investigating, marketing and proposing to market the Shares or in contemplation
of performing their obligations hereunder; but the Company shall not


                                      -12-
<PAGE>

in any event be liable to any of the several Underwriters for damages on account
of loss of anticipated profits from the sale by them of the Shares. The
reimbursement obligations of the Company pursuant to this Section 5 shall
survive termination of this Agreement.

      6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.
         ---------------------------------------------

         The several obligations of the Underwriters to purchase the Firm Shares
on the Closing Date and the Option Shares, if any, on the Option Closing Date
are subject to the accuracy, as of the Closing Date and the Option Closing Date,
if any, of the representations and warranties of the Company contained herein,
and to the performance by the Company of its covenants and obligations hereunder
and to the following additional conditions:

         (a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been taken or, to the knowledge of the Company, shall be contemplated by the
Commission and no injunction, restraining order, or order of any nature by a
Federal or state court of competent jurisdiction shall have been issued as of
the Closing Date that would prevent the issuance of the Shares. No order
preventing or suspending the use of any Prospectus shall have been or shall be
in effect and no order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such purpose shall be
pending before or threatened by the Commission, and any requests for additional
information on the part of the Commission (to be included in the Registration
Statement or the Prospectus or otherwise) shall have been complied with to the
satisfaction of the Commission and the Underwriter. If the Company has elected
to rely upon Rule 430A, Rule 430A information previously omitted from the
effective Registration Statement pursuant to Rule 430A shall have been
transmitted to the Commission for filing pursuant to Rule 424(b) within the
prescribed time period and the Company shall have provided evidence satisfactory
to the Underwriters of such timely filing, or a post-effective amendment
providing such information shall have been promptly filed and declared effective
in accordance with the requirements of Rule 430A. If the Company has elected to
rely upon Rule 434, a term sheet shall have been transmitted to the Commission
for filing pursuant to Rule 424(b) within the prescribed time period.

         (b) The Representatives shall have received on the Closing Date and the
Option Closing Date, if any, the opinions of Cleary, Gottlieb, Steen & Hamilton,
counsel for the Company, dated the Closing Date or the Option Closing Date, if
any, addressed to the Underwriters in the form set forth on Exhibit D hereto.

         (c) The Representatives shall have received on the Closing Date and the
Option Closing Date, if any, the opinions of Mark K. Boling, Executive Vice
President, General Counsel and Secretary of the Company, or Jeffrey L. Dangeau,
General Counsel of Arkansas Western Gas Company, dated the Closing Date or the
Option Closing Date, if any, addressed to the Underwriters in the form set forth
as Exhibit E hereto.

         (d) The Representatives shall have received on the Closing Date and the
Option Closing Date, if any, the opinion of Kutak Rock, Arkansas counsel for the
Underwriters,

                                      -13-
<PAGE>


dated the Closing Date or the Option Closing Date, if any, addressed to the
Underwriters in the form set forth as Exhibit F hereto.

         (e) The Representatives shall have received from Vinson & Elkins
L.L.P., counsel for the Underwriters, an opinion dated the Closing Date and the
Option Closing Date, if any, with respect to such matters as the Representatives
reasonably may request, and such counsel shall have received such papers and
information as they request to enable them to pass upon such matters.

         (f) You shall have received, on each of the dates hereof, the Closing
Date and the Option Closing Date, if any, a letter dated the date hereof, the
Closing Date or the Option Closing Date, if any, in form and substance
satisfactory to you, of PricewaterhouseCoopers LLP, confirming that they are
independent public accountants within the meaning of the Securities Act and the
applicable Securities Act Rules and stating that in their opinion the financial
statements and schedules examined by them and included in the Registration
Statement comply in form in all material respects with the applicable accounting
requirements of the Securities Act and the Securities Act Rules; and containing
such other statements and information as is ordinarily included in accountants'
"comfort letters" to Underwriters with respect to the financial statements and
certain financial and statistical information contained in the Registration
Statement and the Prospectus.

         (g) The Representatives shall have received on the Closing Date and the
Option Closing Date, if any, a certificate or certificates of the Company's
Chief Executive Officer and Chief Financial Officer to the effect that, as of
the Closing Date or the Option Closing Date, if any, each of them severally
represents that they have carefully examined the Registration Statement and the
Prospectus and as follows:

         (i) The Registration Statement has become effective under the
    Securities Act and no stop order suspending the effectiveness of the
    Registrations Statement has been issued, and no proceedings for such purpose
    have been taken or are, to his knowledge, contemplated by the Commission;

         (ii) The representations and warranties of the Company contained in
    Section 1 hereof are true and correct as of the Closing Date or the Option
    Closing Date, if any, as the case may be; and

         (iii) Since the respective date as of which information is given in the
    Preliminary Prospectus, there has not been any material adverse change or
    any development involving a prospective change, which has had or is
    reasonably likely to have a Material Adverse Effect, whether or not arising
    in the ordinary course of business other than as described or contemplated
    in the Preliminary Prospectus.

         (h) The Company shall have furnished to the Representatives such
further certificates and documents confirming the representations and
warranties, covenants and conditions contained herein and related matters as the
Representatives may reasonably have requested.

                                      -14-
<PAGE>

         (i) The Firm Shares and Option Shares, if any, have been approved for
designation upon notice of issuance on the New York Stock Exchange.

         (j) The lockup letters described in Section 4(j) are in full force and
effect.

         (k) On the date hereof, on the Closing Date and on the Option Closing
Date, if any, the Underwriters shall have received from Netherland, Sewell &
Associates, independent petroleum engineers for the Company, a letter in form
attached hereto as Exhibit G.

         If any of the conditions hereinabove provided for in this Section shall
not have been fulfilled when and as required by this Agreement to be fulfilled,
the obligations of the Underwriters hereunder may be terminated by the
Representatives by notifying the Company of such termination in writing on or
prior to the Closing Date or the Option Closing Date, if any.

         In such event, the Company and the Underwriters shall not be under any
obligation to each other (except to the extent provided in Sections 5 and 8
hereof).

      7. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.
         --------------------------------------------

         The obligations of the Company to sell and deliver the portion of the
Shares required to be delivered as and when specified in this Agreement are
subject to the conditions that at the Closing Date or the Option Closing Date,
if any, no stop order suspending the effectiveness of the Registration Statement
shall have been issued and in effect or proceedings therefor initiated or
threatened.

      8. INDEMNIFICATION.
         ---------------

         (a) The Company agrees:

         (i) to indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of the Securities Act,
against any losses, claims, damages or liabilities to which such Underwriter or
any such controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading any act or failure to act; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement, or omission or alleged omission
made in the Registration Statement, any preliminary prospectus, the Prospectus,
or such amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representatives
specifically for use in the preparation thereof.

         (ii) to reimburse each Underwriter and each such controlling person
upon demand for any legal or other out-of-pocket expenses reasonably incurred by
such Underwriter or


                                      -15-
<PAGE>


such controlling person in connection with investigating or defending any such
loss, claim, damage or liability, action or proceeding or in responding to a
subpoena or governmental inquiry related to the offering of the Shares, whether
or not such Underwriter or controlling person is a party to any action or
proceeding. In the event that it is finally judicially determined that the
Underwriters were not entitled to receive payments for legal and other expenses
pursuant to this subparagraph, the Underwriters will promptly return all sums
that had been advanced pursuant hereto.

         (b) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of the Securities Act, against any losses, claims,
damages or liabilities to which the Company or any such director, officer or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendment or supplement thereto, or (ii) the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances under
which they were made; and will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, action or proceeding; provided, however, that each Underwriter will
be liable in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission has been
made in the Registration Statement, any preliminary prospectus, the Prospectus
or such amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representatives
specifically for use in the preparation thereof.

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to this Section, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing. No indemnification provided for in Section
8(a) or (b) shall be available to any party who shall fail to give notice as
provided in this Subsection if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
materially prejudiced by the failure to give such notice, but the failure to
give such notice shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party for contribution or
otherwise than on account of the provisions of Section 8(a) or (b). In case any
such proceeding shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party and
shall pay as incurred the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the
indemnifying party shall pay as incurred (or within 30 days of presentation) the
fees and expenses of the counsel retained by the indemnified party in the event





                                      -16-
<PAGE>

(i) the indemnifying party and the indemnified party shall have mutually agreed
to the retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party shall have failed to assume the defense and employ
counsel acceptable to the indemnified party within a reasonable period of time
after notice of commencement of the action.

         It is understood that the indemnifying party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees and expenses of more than one separate firm for all such
indemnified parties. Such firm shall be designated in writing by you in the case
of parties indemnified pursuant to Section 8(a) and by the Company in the case
of parties indemnified pursuant to Section 8(b). The indemnifying party shall
not be liable for any settlement of any proceeding effected without its written
consent but if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment. In
addition, the indemnifying party will not, without the prior written consent of
the indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any indemnified party is
an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action or
proceeding. The Company acknowledges that the statements set forth in the last
paragraph of the cover page regarding delivery of the Shares, and, under the
heading "Underwriting," (i) the list of Underwriters and their respective
participation in the sale of the Shares, (ii) the sentences related to
concessions and reallowances, (iii) the sentences regarding the receipt by
certain affiliates of RBC Dain Raucher Inc. and Hibernia Southcoast Capital,
Inc. of more than 10% of the proceeds of the offering and compliance with Rule
2710(c)(8) of the National Association of Securities Dealers, Inc. Conduct
Rules, (iv) the paragraphs related to stabilization, syndicate covering
transactions and penalty bids in any Preliminary Prospectus, and (v) the
paragraph regarding the availability of prospectuses in electronic format and
Internet distributions, constitute the only information furnished in writing by
or on behalf of any Underwriter.

         (d) If the indemnification provided for in this Section is unavailable
to or insufficient to hold harmless an indemnified party under Section 8(a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law then each indemnifying party shall contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, (or actions or proceedings in respect thereof), as well as any
other relevant




                                      -17-
<PAGE>

equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Subsection were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Subsection. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to above in
this Subsection shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Subsection, (i) no Underwriter shall be required to contribute any amount in
excess of the underwriting discounts and commissions applicable to the Shares
purchased by such Underwriter and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this Subsection
to contribute are several in proportion to their respective underwriting
obligations and not joint.

         (e) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section shall be paid by the indemnifying party to the indemnified party as such
losses, claims, damages, liabilities or expenses are incurred upon demand by
such indemnified party. The indemnity and contribution agreements contained in
this Section shall survive any termination of this Agreement.

      9. DEFAULT BY UNDERWRITERS.
         -----------------------

         If any Underwriter or Underwriters default in their obligations to
purchase Shares hereunder on either the Closing Date or the Option Closing Date,
if any, and the aggregate number of Shares that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
number of Shares that the Underwriters are obligated to purchase on such Closing
Date or Option Closing Date, RBC Dain Rauscher Inc. may make arrangements
satisfactory to the Company for the purchase of such Shares by other persons,
including any of the Underwriters, but if no such arrangements are made by such
Closing Date or Option Closing Date, the non-defaulting Underwriters shall be
obligated severally, in proportion to their respective commitments hereunder, to
purchase the Shares that such defaulting Underwriters agreed but failed to
purchase on such Closing Date or Option Closing Date. If any Underwriter or
Underwriters so default and the aggregate number of Shares with respect to which
such default or defaults occur exceeds 10% of the total number of Shares that
the Underwriters


                                      -18-
<PAGE>


are obligated to purchase on such Closing Date or Option Closing Date and
arrangements satisfactory to RBC Dain Rauscher Inc. and the Company for the
purchase of such Shares by other persons are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 8
(provided that if such default occurs with respect to Option Shares after the
Closing Date, this Agreement will not terminate as to the Firm Shares). As used
in this Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 9. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

      10. NOTICES.
          -------

         All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered, or faxed and confirmed as
follows:

         if to the Underwriters, to         RBC Dain Rauscher Inc.
                                            c/o RBC Capital Markets
                                            60 South Sixth Street
                                            Minneapolis, MN 55402

                                            Attention: Wade Massad
                                                       Syndicate Director

                                            Fax: (612) 371-2837

         if to the Company, to              Southwestern Energy Company
                                            2350 North Sam Houston Parkway East
                                            Suite 300
                                            Houston, Texas 77032

                                            Attention:  Greg D. Kerley
                                                        Executive Vice President
                                                        and Chief Financial
                                                        Officer

                                            Fax: (281) 618-4820

      11. TERMINATION.
          -----------

         (a) This Agreement may be terminated by you by notice to the Company at
any time prior to the Closing Date if any of the following has occurred: (i)
since the time of execution of this Agreement or the date as of which
information is given in the Prospectus (dated on or prior to the date hereof),
any material adverse change or any development involving a prospective change,
which has had or is reasonably likely to have a Material Adverse Effect, (ii)
subsequent to the time of execution of this Agreement, any outbreak or
escalation of hostilities or declaration of war or national emergency or act of
terrorism or other national or international calamity or crisis or change in
economic or political conditions if the effect of such outbreak, escalation,
declaration, emergency, act of terrorism, calamity, crisis or change on the
financial markets of the United States would, in your reasonable judgment, make
it impracticable or inadvisable to market the Shares or to enforce contracts for
the sale of the Shares, (iii) suspension


                                      -19-
<PAGE>

of trading in securities generally on the New York Stock Exchange or limitation
on prices (other than limitations on hours or numbers of days of trading) for
securities on such exchange, (iv) declaration of a banking moratorium by United
States or New York State authorities, (v) any downgrading in the rating of the
Company's debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Exchange Act),
or (vi) the suspension of trading of the Company's common stock by the New York
Stock Exchange, the Commission, or any other governmental authority.

         (b) This Agreement may also be terminated as provided in Sections 6 and
9 hereof.

      12. SUCCESSORS.
          ----------

         This Agreement has been and is made solely for the benefit of the
Company and Underwriters and their respective successors, executors,
administrators, heirs and assigns, and the officers, directors and controlling
persons referred to herein, and no other person will have any right or
obligation hereunder. No purchaser of any of the Shares from any Underwriter
shall be deemed a successor or assign merely because of such purchase.

      13. INFORMATION PROVIDED BY UNDERWRITERS.
          ------------------------------------

         The Company and the Underwriters acknowledge and agree that the only
information furnished or to be furnished by any Underwriter to the Company for
inclusion in any Prospectus or the Registration Statement consists of the
information contained under the paragraphs 4 and 11 under the caption
"Underwriting" in the Prospectus Supplement.

      14. MISCELLANEOUS.
          -------------

         The representations, warranties and covenants in this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of any Underwriter or controlling person thereof, or by or on behalf of
the Company or its directors or officers and delivery of and payment for the
Shares under this Agreement.

         This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.

         This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter
hereof.

         This Agreement may only be amended or modified in writing, signed by
all of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to
benefit.


                                      -20-
<PAGE>


         If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

                                       Very truly yours,

                                       SOUTHWESTERN ENERGY COMPANY



                                       By /s/ Greg D. Kerley
                                          --------------------------------------
                                           Greg D. Kerley
                                           Executive Vice President
                                           and Chief Financial Officer



The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.

RBC DAIN RAUSCHER INC.
RAYMOND JAMES & ASSOCIATES, INC.
JOHNSON RICE & COMPANY, L.L.C.
HIBERNIA SOUTHCOAST CAPITAL, INC.

As the Representatives of the several
Underwriters listed on Schedule I

By:  RBC DAIN RAUSCHER INC.


By: /s/  Wade Massad
    ---------------------
Name:    Wade Massad
Title:  Managing Director



                                      -21-
<PAGE>

                                   SCHEDULE I

                            Schedule of Underwriters



<TABLE>
<CAPTION>
                                                  Number of Firm Shares
              Underwriter                           to be Purchased
<S>                                              <C>
RBC Dain Rauscher Inc.                                  3,442,500
                                                 -------------------------------

Raymond James & Associates, Inc.                        1,402,500
                                                 -------------------------------

Johnson Rice & Company, L.L.C.                          1,402,500
                                                 -------------------------------

Hibernia Southcoast Capital, Inc.                       1,402,500
                                                 -------------------------------

Brean Murray & Co., Inc.                                 100,000
                                                 -------------------------------

CIBC World Markets Corp.                                 100,000
                                                 -------------------------------

A.G. Edwards & Sons, Inc.                                100,000
                                                 -------------------------------

First Albany Corporation                                 100,000
                                                 -------------------------------

Friedman, Billings, Ramsey & Co., Inc.                   100,000
                                                 -------------------------------

Petrie Parkman & Co., Inc.                               100,000
                                                 -------------------------------

                           Total                         8,250,000
                                                 -------------------------------
</TABLE>


                                   Schedule I

<PAGE>



                                    Exhibit A

                        List of Significant Subsidiaries

                                                         State of Incorporation
            Significant Subsidiary Name                     or Organization
            ---------------------------                     ---------------

Arkansas Western Gas Company                                  Arkansas

SEECO, Inc.                                                   Arkansas

Southwestern Energy Production Company                        Arkansas

Southwestern Energy Services Company                          Arkansas



                                  Exhibit A-1
<PAGE>



                              Exhibit B

             Other Subsidiaries and Company Ownership of Securities



--------------------------------------------------------------------------------
                                                State of Incorporation
               Subsidiary Name                     or Organization
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Diamond "M" Production Company                         Delaware
--------------------------------------------------------------------------------
Southwestern Energy Pipeline Company                   Arkansas
--------------------------------------------------------------------------------
Arkansas Western Pipeline Company                      Arkansas
--------------------------------------------------------------------------------
A.W. Realty Company                                    Arkansas
--------------------------------------------------------------------------------
Overton Partners, L.P.                                  Texas
--------------------------------------------------------------------------------
Overton Partners, LLC                                   Texas
--------------------------------------------------------------------------------
Arkansas Gas Gathering Company                         Arkansas
--------------------------------------------------------------------------------








                                  Exhibit B-1
<PAGE>



                                    Exhibit C

                              Form of Lockup Letter

Southwestern Energy Company
2350 North Sam Houston Parkway East
Suite 300
Houston, TX 77032

RBC Dain Rauscher Inc.
Raymond James & Associates, Inc.
Johnson Rice & Company L.L.C.
Hibernia Southcoast Capital

c/o      RBC Capital Markets
         60 South Sixth Street
         Minneapolis, MN 55402

Dear Sirs:

         As an inducement to the several Underwriters to execute the
Underwriting Agreement, pursuant to which an offering will be made that is
intended to result in an orderly market for common stock, par value $0.10 per
share (the "Common Stock"), of Southwestern Energy Company, and any successor
(by merger or otherwise) thereto (the "Company"), the undersigned hereby agrees
that from the date hereof through and including the date that is 90 days after
the public offering date set forth on the final prospectus supplement used to
sell the Common Stock (the "Public Offering Date") pursuant to the Underwriting
Agreement, to which you are or expect to become parties, the undersigned will
not offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any shares of Common Stock or securities convertible into or
exchangeable or exercisable for any shares of Common Stock, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such aforementioned
transaction is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of RBC Dain Rauscher Inc. In addition, the undersigned agrees that,
without the prior written consent of RBC Dain Rauscher Inc., it will not, during
the period commencing on the date hereof and ending 90 days after the Public
Offering Date, make any demand for or exercise any right with respect to, the
registration of any Common Stock or any security convertible into or exercisable
or exchangeable for the Common Stock.

         The restrictions in the preceding paragraph do not apply to transfers
or sales of shares of Common Stock in connection with a cashless exercise of an
option to purchase Common Stock granted under a benefit plan and existing as of
the Public Offering Date. Any Common Stock received upon exercise of options
granted to the undersigned will also be subject to this Agreement. In addition,
any Common Stock acquired by the undersigned in connection with the o


                                  Exhibit C-1
<PAGE>

ffering contemplated by the Underwriting Agreement will also be subject to this
Agreement. Any Common Stock acquired by the undersigned in the open market will
not be subject to this Agreement. A transfer of Common Stock (i) that is a bona
fide gift or gifts or (ii) to a family member or trust may be made, provided the
transferee agrees to be bound in writing by the terms of this Agreement.

         In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Common Stock if such transfer would constitute a violation or breach of this
Agreement.

         This Agreement shall be binding on the undersigned and the successors,
heirs, personal representatives and assigns of the undersigned. This Agreement
shall lapse and become null and void if the Public Offering Date shall not have
occurred on or before the date that is 30 days after the date of this Agreement.

                                               Very truly yours,





                                  Exhibit C-2
<PAGE>




                                    Exhibit D

               Form of Cleary, Gottlieb, Steen & Hamilton Opinion

         Cleary, Gottlieb, Steen & Hamilton shall have furnished to the
Underwriters their written opinion, as counsel to the Company, addressed to the
Underwriters and dated the Closing Date or Option Closing Date, in form and
substance reasonably satisfactory to the Underwriters, substantially to the
effect set forth below:

                  (i) The execution and delivery of the Underwriting Agreement
and the consummation of the transactions herein contemplated do not and will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under any agreement or instrument (other than the Charter
and the Bylaws as to which such counsel need express no opinion) referenced as
an exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.

                  (ii) No approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body is necessary in connection with the execution and delivery of
the Underwriting Agreement and the consummation of the transactions herein
contemplated (other than as may be required by the NASD or as required by state
securities and Blue Sky laws as to which such counsel need express no opinion)
except such as have been obtained or made, specifying the same.

                  (iii) The Company is not, and will not become, as a result of
the consummation of the transactions contemplated by the Underwriting Agreement,
and application of the net proceeds therefrom as described in the Prospectus,
required to register as an investment company under the Investment Company Act
of 1940.

                  (iv) The description in the Registration Statement and
Prospectus under the caption "U.S. Tax Consequences to Non-United States
Holders" is accurate and fairly presents the information required to be shown.

                  The foregoing opinions are limited to the laws of the State of
New York and the federal laws of the United States of America, except that we
express no opinion as to any federal energy or public utility laws or any other
federal laws specifically relating to public utilities or the exploration and
production of oil and natural gas.

                  In addition to the matters set forth above, such counsel shall
also provide a letter to the effect that (i) the Registration Statement (except
that such counsel need express no view as to financial statements and related
schedules, reserve estimates or the statistical and operating data therein or
the exhibits thereto), as of its effective date and as of the Closing Date, and
the Prospectus (except as aforesaid), as of its date and as of the Closing Date,
appeared on their face to be appropriately responsive in all material respects
to the requirements of the Securities Act and the Securities Act Rules, (ii) the
Company's Annual Report on Form 10-K for the year ended December 31, 2002
(except that such counsel need express no view as to financial statements and
related schedules, reserve estimates or the statistical and operating data
therein or the exhibits


                                  Exhibit D-1
<PAGE>

thereto), at the time it was filed with the Commission, appeared on its face to
be appropriately responsive in all material respects to the requirements of the
Exchange Act and the Exchange Act Rules and (iii) nothing has come to the
attention of such counsel that leads them to believe that (i) the Registration
Statement, at the time it became effective under the Securities Act and as of
the Closing Date or Option Closing Date, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and (ii) the
Prospectus, or any supplement thereto, on the date it was filed pursuant to the
Securities Act Rules and as of the Closing Date or Option Closing Date,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements, in the light of the
circumstances under which they are made, not misleading (except that such
counsel need express no view as to financial statements and related schedules,
reserve estimates or the statistical and operating data therein). With respect
to such statement, such counsel may state that their belief is based upon the
procedures set forth therein, but is without independent check and verification.









                                  Exhibit D-2
<PAGE>


                                   Exhibit E

                        Form of In-House Counsel Opinion

         Mark K. Boling, General Counsel of the Company, shall have furnished to
the Underwriters his written opinion, as counsel to the Company, addressed to
the Underwriters and dated the Closing Date or Option Closing Date, in form and
substance reasonably satisfactory to the Underwriter, substantially to the
effect set forth below:

                  (i) The Company has outstanding capital stock as set forth
under the caption "Capitalization" in the Prospectus; the outstanding shares of
the Company's Common Stock have been duly authorized and validly issued and are
fully paid and non-assessable.

                  (ii) The outstanding shares of capital stock of each of the
Subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable and are owned by the Company or a Subsidiary; and, to the best of
such counsel's knowledge, the outstanding shares of capital stock of each of the
Subsidiaries are owned free and clear of all liens, encumbrances and equities
and claims, and no options, warrants or other rights to purchase, agreements or
other obligations to issue or other rights to convert any obligations into any
shares of capital stock or of ownership interests in the Subsidiaries are
outstanding.

                  (iii) The Company and each of the Subsidiaries are duly
qualified to transact business in all jurisdictions in which the conduct of
their business requires such qualification, or in which the failure to qualify
would have a Material Adverse Effect upon the business of the Company and the
Subsidiaries taken as a whole.

                  (iv) Except as described in or contemplated by the Prospectus,
to the knowledge of such counsel, there are no outstanding securities of the
Company convertible or exchangeable into or evidencing the right to purchase or
subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock; and except as described in the
Prospectus, to the knowledge of such counsel, no holder of any securities of the
Company or any other person has the right, contractual or otherwise, that has
not been satisfied or effectively waived, to cause the Company to sell or
otherwise issue to them, or to permit them to underwrite the sale of, any of the
Shares or the right to have any common stock or other securities of the Company
included in the Registration Statement or the right, as a result of the filing
of the Registration Statement, to require registration under the Securities Act
of any shares of common stock or other securities of the Company.

                  (v) Such counsel does not know of any contracts or documents
required to be filed as exhibits to the Registration Statement or described in
the Registration Statement or the Prospectus that are not so filed or described
as required, and such contracts and documents as are summarized in the
Registration Statement or the Prospectus are fairly summarized in all material
respects.



                                  Exhibit E-1
<PAGE>

                  (vi) Such counsel knows of no material legal or governmental
proceedings pending or threatened against the Company or any of the Subsidiaries
except as set forth in the Prospectus.

                  (vii) Each of the Company and the Subsidiaries is exempt from
registration and all other regulations and requirements of the Public Utility
Holding Company Act of 1935, as amended ("PUHCA") and the rules and regulations
promulgated thereunder, other than Section 9(a)(2) thereof, pursuant to 3(a)(1)
of PUHCA and SEC Rule 2.

                  (viii) Such counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus that is not described as
required or of any contracts or documents of a character required to be
described in the Registration Statement or Prospectus or to be filed as exhibits
to the Registration Statement that are not described and filed as required.

                  (ix) No approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body is necessary in connection with the execution and delivery of
the Underwriting Agreement and the consummation of the transactions herein
contemplated (other than as may be required by the NASD or as required by state
securities and Blue Sky laws as to which such counsel need express no opinion)
except such as have been obtained or made, specifying the same.





                                  Exhibit E-2
<PAGE>


                                    Exhibit F

                        Form of Arkansas Counsel Opinion

         Kutak Rock LLP shall have furnished to the Underwriters its written
opinion, as counsel to the Underwriters, addressed to the Underwriters and dated
the Closing Date or Option Closing Date, in form and substance reasonably
satisfactory to the Underwriter, substantially to the effect set forth below:

                  (i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Arkansas with corporate power and authority to own or lease its properties and
conduct its business as described in the Registration Statement; each of the
Subsidiaries has been duly organized and is validly existing in good standing
under the laws of the jurisdiction of its organization, with power and
authority (corporate and other) to own or lease its properties and conduct its
business as described in the Registration Statement;

                  (ii) The Shares conform to the description thereof contained
in the Prospectus.

                  (iii) The Company has authorized capital stock as set forth
under the caption "Capitalization" in the Prospectus; the certificates for the
Shares, assuming they are in the form filed with the Commission, are in due and
proper form; the Shares, including the Option Shares, if any, to be sold by the
Company pursuant to the Underwriting Agreement have been duly authorized and
will be validly issued, fully paid and non-assessable when issued and paid for
as contemplated by the Underwriting Agreement; and no preemptive rights of
shareholders exist with respect to any of the Shares or the issue or sale
thereof.

                  (iv) The statements under the caption "Description of Common
Stock" in the Base Prospectus, insofar as such statements constitute a summary
of documents referred to therein or matters of law, fairly summarize in all
material respects the information called for with respect to such documents and
matters.

                  (v) The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.




                                  Exhibit F-1
<PAGE>



                                    Exhibit G

                      Form of Letter from Reserve Engineers

                                February _, 2003


RBC Dain Rauscher Inc.
Raymond James & Associates, Inc.
Johnson Rice & Company L.L.C.
Hibernia Southcoast Capital, Inc.
c/o RBC Capital Markets
     60 South Sixth Street
Minneapolis, MN  55402

Ladies and Gentlemen:

This letter was prepared pursuant to the request of Southwestern Energy Company
(the "Company") and is being delivered to you pursuant to Section 6(k) of the
Underwriting Agreement by and between you and the Company dated February __,
2003 (the "Underwriting Agreement"). We have prepared an audit of the Company's
estimates of proved reserves attributable to the interests of the Company as of
December 31, 2002 (the "Reserve Audit"). Part of the Reserve Audit is discussed
and included in the prospectus and prospectus dated January 28, 2003 and
prospectus supplement dated February __, 2003 including any documents
incorporated by reference therein, (collectively, the "Prospectus"). We have
reviewed the sections of the Prospectus where we or such Reserve Audit are
referenced.

We are independent petroleum engineers with respect to the Company. Our
employment by the Company for work performed in connection with the Prospectus
and the Reserve Audit was not on a contingent basis. At the time of preparation
of our Reserve Audit we did not have, and at the date hereof we do not have, any
financial interest in the Company. We are not connected with the Company as a
promoter, underwriter, voting trustee, director, officer, or employee.

The estimates of the proved reserves attributable to the interests of the
Company, as of December 31, 2002, set forth in the Prospectus correctly reflect
the Company's estimates of these amounts as presented in the Reserve Audit.
These amounts were estimated in accordance with Securities and Exchange
Commission guidelines.

Since the date of the Reserve Audit, nothing has been brought to our attention
by the Company that would lead us to believe that there has been a material
decrease (5 percent or greater) in the Company's estimated reserves as presented
in our Reserve Audit, except for reductions attributable to actual production.

This letter is solely for the information of the addressees and to assist the
underwriters in conducting and documenting their investigation of the affairs of
the Company in connection with the offering of the securities, and it is not to
be used, circulated, quoted, or otherwise referred to within or without the
underwriting group for any other purpose, including, but not limited to, the


                                  Exhibit G-1
<PAGE>



registration, purchase or sale of securities, nor is it to be filed with or
referred to in whole or in part in any other document, except that reference may
be made to it in the Underwriting Agreement.


                                                       Very truly yours,



                                                       J. Carter Henson, Jr.
                                                       Senior Vice President
JCH:JMB







                                  Exhibit G-2