SOUTHWESTERN ENERGY COMPANY
NONQUALIFIED RETIREMENT PLAN
PLAN DOCUMENT
TABLE OF CONTENTS
Page
ARTICLE I PURPOSE OF PLAN.................................. 1
1.1 Purpose of Plan.................................. 1
ARTICLE II DEFINITIONS...................................... 1
2.1 Account.......................................... 1
2.2 Basic Plan....................................... 1
2.3 Beneficiary...................................... 1
2.4 Board............................................ 1
2.5 Code............................................. 1
2.6 Committee........................................ 1
2.7 Company.......................................... 1
2.8 Company Contribution............................. 2
2.9 Compensation..................................... 2
2.10 Deferral Contribution............................ 2
2.11 Effective Date................................... 2
2.12 Eligible Employee................................ 2
2.13 Entry Date....................................... 2
2.14 Matching Contribution............................ 2
2.15 Nonqualified Deferral Contribution .............. 2
2.16 Nonqualified Matching Contribution .............. 2
2.17 Participant ..................................... 2
2.18 Participant Enrollment and Election Form......... 3
2.19 Plan............................................. 3
2.20 Plan Year........................................ 3
2.21 Transfer Date.................................... 3
2.22 Trust............................................ 3
2.23 Trustee.......................................... 3
2.24 Valuation Date................................... 3
ARTICLE III ELIGIBILITY AND PARTICIPATION.................... 3
3.1 Requirements..................................... 3
3.2 Re-employment.................................... 3
3.3 Change of Employment Category.................... 3
ARTICLE IV NONQUALIFIED DEFERRAL CONTRIBUTIONS.............. 4
4.1 Nonqualified Deferral Elections.................. 4
4.2 Payroll Deductions............................... 4
4.3 Timing of Contribution........................... 4
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ARTICLE V NONQUALIFIED MATCHING CONTRIBUTIONS.............. 4
5.1 Nonqualified Matching Percentage................. 4
5.2 Timing of Match.................................. 4
ARTICLE VI COMPANY CONTRIBUTION............................. 4
6.1 Company Contribution............................. 4
6.2 Timing of Contribution........................... 5
ARTICLE VII PLAN ACCOUNTS.................................... 5
7.1 Establishment of Accounts........................ 5
7.2 Nonqualified Deferral Account.................... 5
7.3 Nonqualified Matching Account.................... 5
7.4 Company Contribution Account..................... 5
7.5 Allocation of Income............................. 5
ARTICLE VIII TRANSFERS TO BASIC PLAN.......................... 5
8.1 In General....................................... 5
8.2 Nonqualified Deferral Account Transfers.......... 5
8.3 Nonqualified Matching Account Transfers.......... 6
8.4 Frequency of Transfers........................... 6
8.5 Restriction...................................... 6
8.6 Employee Election................................ 6
ARTICLE IX ALLOCATION OF FUNDS.............................. 6
9.1 Allocation of Earnings or Losses on Accounts..... 6
9.2 Accounting for Distributions..................... 6
9.3 Interim Valuations............................... 6
ARTICLE X VESTING.......................................... 7
10.1 Nonqualified Deferral Contributions.............. 7
10.2 Nonqualified Matching Contributions.............. 7
10.3 Company Contributions............................ 7
ARTICLE XI PAYMENTS OF BENEFITS............................. 7
11.1 Payments of Benefits............................. 7
11.2 Payments Upon Hardship........................... 7
11.3 Payments Upon Change in Control.................. 8
ARTICLE XII COMMITTEE ADMINISTRATION......................... 8
12.1 Committee........................................ 8
ARTICLE XIII THE TRUST........................................ 9
13.1 Establishment of Trust........................... 9
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Page
ARTICLE XIV ADMINISTRATION................................... 9
14.1 Administrative Authority......................... 9
14.2 Mutual Exclusion of Responsibility............... 10
14.3 Uniformity of Discretionary Acts................. 10
14.4 Litigation....................................... 10
14.5 Payment of Administration Expenses............... 10
14.6 Claims Procedure................................. 10
14.7 Liability of Committee, Indemnification.......... 11
14.8 Expenses......................................... 12
14.9 Taxes............................................ 12
14.10 Attorney's Fees.................................. 12
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ARTICLE I - PURPOSE OF PLAN
1.1 PURPOSE OF PLAN. The Company intends and desires by the adoption of this
Plan to recognize the value to the Company of the past and present services of
Eligible Employees covered by the Plan and to encourage and assure their
continued service with the Company by making more adequate provisions for their
future retirement security.
This Plan has been adopted to provide certain select management and highly
compensated employees of Southwestern Energy Company covered under the
Southwestern Energy Company 401(k) Savings Plan (the "Basic Plan") the
opportunity to accumulate deferred compensation which cannot be accumulated
under the Basic Plan because of the limitations on deferrals under Code Section
402(g) (the "Deferral Limit"), the limitations on annual additions under Code
Section 415 (the "415 Limit"), the limitations on tax-qualified pension plan
benefits under Code Section 401(a)(17) (the "Pay Cap"), and because Deferral
Contributions and Matching Contributions have been required to be returned under
the Basic Plan because of the nondiscrimination rules under Code Sections
401(k)(3) ("ADP Restrictions") or 401(m)(2) ("ACP Restrictions").
This Plan is intended to be "a plan which is unfunded and maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act
of 1974 ("ERISA") and shall be interpreted and administered in a manner
consistent with that intent.
ARTICLE II - DEFINITIONS
2.1 ACCOUNT means those separate accounts established and maintained under the
Plan in the name of each Participant as required pursuant to the provisions of
Article VII.
2.2 BASIC PLAN means the Southwestern Energy Company 401(k) Savings Plan.
2.3 BENEFICIARY means a Participant's beneficiary or beneficiaries identified on
the Participant Enrollment and Election Form.
2.4 BOARD means the Board of Directors of Southwestern Energy Company.
2.5 CODE means the Internal Revenue Code of 1986 and the regulations thereunder,
as amended from time to time.
2.6 COMMITTEE means the Retirement Committee appointed by the Board.
2.7 COMPANY means Southwestern Energy Company or any company which is a
successor as a result of merger, consolidation, liquidation, transfer of assets,
or other reorganization.
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2.8 COMPANY CONTRIBUTION means an amount contributed by the Company pursuant to
the provisions of Article VI.
2.9 COMPENSATION means base salary or wages, plus overtime, bonuses,
commissions, etc., which is paid the employee by the Company for the performance
of duties during the Plan Year.
2.10 DEFERRAL CONTRIBUTION means those contributions by the Company to the Basic
Plan for a Plan Year on behalf of and on account of the qualified cash or
deferral elections within the meaning of Code Section 401(k) made by the
participants in the Basic Plan.
2.11 EFFECTIVE DATE means the date on which the Company adopts the Plan.
2.12 ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof),
a person employed by the Company who is determined by the Committee to be a
member of a select group of management or highly compensated employees, who is
designated by the Committee to be eligible under the Plan, and who is a
participant in the Basic Plan. By fifteen days prior to the beginning of a Plan
Year, the Company shall notify those individuals, if any, who will be Eligible
Employees for the next Plan Year. If the Company determines that an employee
first becomes an Eligible Employee during a Plan Year, the Company shall notify
such employee of its determination and of the date during the Plan Year on which
the employee shall first become an Eligible Employee.
2.13 ENTRY DATE means the "Entry Date" as that term is defined in the Basic
Plan.
2.14 MATCHING CONTRIBUTION means those contributions by the Company to the Basic
Plan for a Plan Year on account of the Deferral Contributions made during that
Plan Year by the participants in the Basic Plan.
2.15 NONQUALIFIED DEFERRAL CONTRIBUTION means Compensation that is due to be
earned and which would otherwise be paid to the Participant, which the
Participant elects to defer under the Plan, determined without regard to the
Deferral Limit, the 415 Limit, the Pay Cap or the ADP Restrictions under the
Basic Plan, and which is contributed on behalf of each Participant by the
Company pursuant to the provisions of Article IV.
2.16 NONQUALIFIED MATCHING CONTRIBUTION means an amount contributed by the
Company on account of the Participant's Nonqualified Deferral Contribution,
pursuant to the provisions of Article V.
2.17 PARTICIPANT means any person so designated in accordance with the
provisions of Article III, including, where appropriate according to the context
of the Plan, any former employee who is or may become (or whose Beneficiaries
may become) eligible to receive a benefit under the Plan.
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2.18 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form on which a
Participant elects to defer Compensation hereunder and on which the Participant
makes certain other designations as required thereon.
2.19 PLAN means this Southwestern Energy Company Non-Qualified Retirement Plan.
2.20 PLAN YEAR means the "Plan Year" as that term is defined in the Basic Plan.
2.21 TRANSFER DATE means the date on which amounts credited to each
Participant's Account for the Plan Year are transferred to the Basic Plan.
2.22 TRUST means the trust fund established pursuant to the Plan.
2.23 TRUSTEE means the trustee named in the agreement establishing the Trust and
such successor and/or additional trustees as may be named pursuant to the terms
of the agreement establishing the Trust.
2.24 VALUATION DATE means the last day of each Plan Year and any other date that
the Company, in its sole discretion, designates as a Valuation Date.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.1 REQUIREMENTS. Every Eligible Employee as of the Effective Date shall be
eligible to become a Participant on the Effective Date. Every other Eligible
Employee shall be eligible to become a Participant on the first Entry Date
occurring on or after the date on which he or she becomes an Eligible Employee.
No individual shall become a Participant, however, if he or she is not an
Eligible Employee on the date his or her participation is to begin.
Participation in the Plan is voluntary. In order to participate, an otherwise
Eligible Employee must execute a valid Participant Enrollment and Election Form
in such manner as the Company may require and must agree to make Nonqualified
Deferral Contributions as provided in Article IV.
3.2 RE-EMPLOYMENT. If a Participant whose employment with the Company is
terminated is subsequently re-employed, he or she shall become a Participant in
the Plan in accordance with the provisions of Section 3.1 of this Article.
3.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant
remains in the employ of the Company, but either ceases to be an Eligible
Employee or a participant in the Basic Plan, he or she shall not be eligible to
make additional Nonqualified Deferral Contributions under this Plan.
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ARTICLE IV - NONQUALIFIED DEFERRAL CONTRIBUTIONS
4.1 NONQUALIFIED DEFERRAL ELECTIONS. In accordance with rules established by the
Company, a Participant may elect to make a Nonqualified Deferral Contribution
with respect to a Plan Year by use of a Participant Enrollment and Election Form
at the same time and in the same manner as the Participant would elect to have a
Deferral Contribution made on his or her behalf under the Basic Plan. In
addition, a participant in the Basic Plan who becomes a Participant during the
Plan Year may elect to make a Nonqualified Deferral Contribution with respect to
the remaining portion of the Plan Year by use of a Participant Enrollment and
Election Form at the same time and in the same manner as if the Participant had
become eligible to elect to have a Deferral Contribution made on his or her
behalf under the Basic Plan.
4.2 PAYROLL DEDUCTIONS. Nonqualified Deferral Contributions shall be made
through payroll deductions. The Participant may change the amount of his or her
Nonqualified Deferral Contribution amount by delivering to the Company at least
fifteen days prior to the beginning of any quarter a new Participant Enrollment
and Election Form, at the same time and in the same manner required for changes
to a Deferral Contribution under the Basic Plan, with such change being first
effective for Compensation to be earned in the first payroll period of the
quarter. Once made, a Nonqualified Deferral Contribution payroll deduction
election shall continue in force indefinitely, until changed by the Participant
on a subsequent Participant Enrollment and Election Form delivered to the
Company.
4.3 TIMING OF CONTRIBUTION. Nonqualified Deferral Contributions shall be made at
the same time and in the same manner as Deferral Contributions.
ARTICLE V - NONQUALIFIED MATCHING CONTRIBUTIONS
5.1 NONQUALIFIED MATCHING PERCENTAGE. The Company shall make a Nonqualified
Matching Contribution on behalf of a Participant, and on account of the
Participant's Nonqualified Deferral Contributions for a Plan Year, at the same
rate as the Matching Contribution for the Plan Year. Nonqualified Matching
Contributions will be made only to the extent they do not exceed three (3)
percent of the Participant's base salary and wages, excluding overtime, bonuses
and commissions for the Plan Year.
5.2 TIMING OF MATCH. Nonqualified Matching Contributions shall be made at the
same time and in the same manner as Matching Contributions.
ARTICLE VI - COMPANY CONTRIBUTIONS
6.1 COMPANY CONTRIBUTION. In its sole discretion, the Company may make a Company
Contribution on behalf of Participant, in addition to any Nonqualified Matching
Contributions, in an amount determined by the Company in accordance with (a)
and/or (b) below:
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(a)A percentage of each Participant's Compensation for the Plan Year;
(b)A percentage of some or all of the Participant's Nonqualified
Deferral Contribution for the Plan Year.
6.2 TIMING OF CONTRIBUTION. Company Contributions shall be made as soon as
administratively feasible after declared by the Board.
ARTICLE VII - PLAN ACCOUNTS
7.1 ESTABLISHMENT OF ACCOUNTS. There shall be established and maintained by the
Company separate Accounts in the name of each Participant, as required and as
described in this Article VII.
7.2 NONQUALIFIED DEFERRAL ACCOUNT. The Company shall establish an Account to
which are credited a Participant's Nonqualified Deferral Contributions, plus
amounts equal to any income, gains, or losses (to the extent realized, based
upon fair market value of the Account's assets) attributable or allocable to the
Participant's Account.
7.3 NONQUALIFIED MATCHING ACCOUNT. The Company shall establish an Account to
which are credited a Participant's Nonqualified Matching Contributions, plus
amounts equal to any income, gains, or losses (to the extent realized, based
upon fair market value of the Account's assets) attributable or allocable to the
Participant's Account.
7.4 COMPANY CONTRIBUTION ACCOUNT. The Company shall establish an Account to
which are credited a Participant's Company Contributions, plus amounts equal to
any income, gains, or losses (to the extent realized, based upon fair market
value of the Account's assets) attributable or allocable to the Participant's
Account.
7.5 ALLOCATION OF INCOME. The Company shall have the discretion to allocate such
income, gains, or losses among Accounts pursuant to such allocation rules as the
Company deems to be reasonable and administratively practicable.
ARTICLE VIII-- TRANSFERS TO BASIC PLAN
8.1 IN GENERAL. A transfer made pursuant to this Article shall not constitute a
Payment of Benefits, as that phrase is referenced in Article XI.
8.2 NONQUALIFIED DEFERRAL ACCOUNT TRANSFERS. As soon as administratively
feasible after the end of a Plan Year, but in no event later than 90 days
following the end of that Plan Year, the Company shall transfer to the Basic
Plan all the Nonqualified Deferral Contributions credited to each Participant's
Nonqualified Deferral Account for that Plan Year,
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but in no event shall an amount be transferred that would cause the Basic Plan
to be negatively impacted by the existing ADP Restrictions for such Plan Year.
8.3 NONQUALIFIED MATCHING ACCOUNT TRANSFERS. As soon as administratively
feasible after the end of a Plan Year, but in no event later than 90 days
following the end of that Plan Year, the Company shall transfer to the Basic
Plan all the Nonqualified Matching Contributions credited to each Participant's
Nonqualified Matching Account for that Plan Year, but in no event shall an
amount be transferred that would cause the Basic Plan to be negatively impacted
by the existing ACP Restrictions for such Plan Year.
8.4 FREQUENCY OF TRANSFERS. In its sole discretion, the Company may make
multiple transfers under Sections 8.2 and 8.3 during the Plan Year.
8.5 RESTRICTION. No transfer shall occur under Sections 8.2 or 8.3 unless the
terms of the Basic Plan specifically provide that such transfers will be
accepted.
8.6 EMPLOYEE ELECTION. An Eligible Employee may make an election prior to the
end of the Plan Year to not make the transfers under Sections 8.2 and 8.3. This
election can be for all or a portion of the transfers.
ARTICLE IX - ALLOCATION OF FUNDS
9.1 ALLOCATION OF EARNINGS OR LOSSES ON ACCOUNTS. Each Participant's Account
shall be invested in such investments as the Trustee shall determine. The
Trustee may (but is not required to) consider the Participant's investment
preferences when investing amounts credited to the Participant's Accounts. Such
investment preferences shall be related to the Trustee at the time and in the
manner prescribed by the Company, in its sole discretion. The Participant's
Accounts will be credited or debited with the increase or decrease in the
realizable net asset value or credited interest, as applicable, of each
investment, as follows. As of each Valuation Date, an amount equal to the net
increase or decrease in realizable net asset value or credited interest, as
applicable (as determined by the Trustee), of each investment option within the
Trust since the preceding Valuation Date shall be allocated among all
Participants' Accounts to be invested in that investment option in accordance
with the ratio which the portion of the Account of each Participant which is to
be invested within that investment option, determined as provided herein, bears
to the aggregate of all amounts to be invested within that investment option.
9.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution under the
Plan to a Participant or his or her Beneficiary or Beneficiaries, such
distribution shall be charged to the applicable Participant's Account.
9.3 INTERIM VALUATIONS. If it is determined by the Company that the value of the
Trust as of any date on which distributions are to be made differs materially
from the value of the Trust on the prior Valuation Date upon which the
distribution is to be based, the Company, in its
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discretion, shall have the right to designate any date in the interim as a
Valuation Date for the purpose of revaluing the Trust so that the Account from
which the distribution is being made will, prior to the distribution, reflect
its share of such material difference in value.
ARTICLE X - VESTING
10.1 NONQUALIFIED DEFERRAL CONTRIBUTIONS. A Participant shall always be one
hundred percent (100%) vested in amounts credited to his or her Nonqualified
Deferral Account.
10.2 NONQUALIFIED MATCHING CONTRIBUTIONS. A Participant shall always have the
same vesting percentage in his or her Nonqualified Matching Account as he or she
has in his or her Matching Contribution account under the Basic Plan. However,
in the event of a Change in Control, as defined in Section 11.3, a Participant
shall become 100% vested in his or her Nonqualified Matching Account if the
Participant's employment terminates with the Company during the two year period
prior to or following the Change in Control.
10.3 COMPANY CONTRIBUTIONS. A Participant 's Company Contribution Account will
be subject to the same vesting schedule and forfeiture provisions as his or her
Matching Contribution Account under the Basic Plan. However, in the event of a
Change in Control, as defined in Section 11.3, a Participant shall become 100%
vested in his or her Company Contribution Account if the Participant's
employment terminates with the Company during the two year period prior to or
following the Change in Control.
ARTICLE XI - PAYMENTS OF BENEFITS
11.1 PAYMENTS OF BENEFITS. The benefit payable under this Plan on account of a
Participant's termination of employment, retirement, disability, hardship, or
death shall be distributed in a cash lump sum as soon as practicable and no
later than sixty (60) days after the earlier of such termination of employment,
retirement, incurrence of disability (as determined by the Committee), hardship,
or death. Any death benefit payable under the Plan shall be payable to the
Participant's Beneficiary. In the event of a Change in Control, as defined in
Section 11.3, any additional benefit pursuant to an increase in vesting as
described in Section 10.2 and 10.3 under the Plan shall be distributed in a cash
lump sum as soon as practicable and no later than sixty (60) days after the
Change in Control.
11.2 PAYMENTS UPON HARDSHIP. In the event of a hardship of the Participant, the
Participant may apply to the Company for the distribution of all or any part of
his or her Accounts in the same manner, and under the same terms and conditions,
as under the Basic Plan. Upon a finding of hardship under the Basic Plan, the
Company shall instruct the Trustee to make the appropriate distribution to the
Participant from amounts contributed to the Trust by the Company in respect of
the Participant's Accounts. In no event shall the aggregate amount of the
distribution exceed the value of the Participant's Accounts. For purposes of
this Section, the
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value of the Participant's Accounts shall be determined as of the date of the
distribution. A distribution may be made under this Section only with the
consent of the Company's Committee.
11.3 PAYMENTS UPON CHANGE IN CONTROL. Notwithstanding any other provision of
this Plan, a Participant's Account shall be distributed to the Participant in a
cash lump-sum within sixty (60) days after a Change in Control. For purposes of
this Section, a "Change in Control" shall mean the occurrence of any of the
following:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, an "Acquiring Person") becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Company's then outstanding securities, excluding any employee benefit
plan sponsored or maintained by the Company (or any trustee of such
plan acting as trustee);
(ii) the Company's stockholders approve an agreement to merge
or consolidate the Company with another corporation (other than a
corporation 50% or more of which is controlled by, or is under common
control with, the Company);
(iii) any individual who is nominated by the Board for
election to the Board on any date fails to be so elected as a direct
or indirect result of any proxy fight or contested election for
positions on the Board;
(iv) a "change in control" of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Exchange Act occurs; or
(v) a majority of the Board determines in its sole and
absolute discretion that there has been a Change in Control of the
Company or that there will be a Change in Control of the Company upon
the occurrence of certain specified events and such events occur.
ARTICLE XII - COMMITTEE ADMINISTRATION
12.1 COMMITTEE. The Committee shall administer, construe, and interpret this
Plan and shall determine, subject to the provisions of this Plan in a manner
consistent with the administration of the Basic Plan, the Eligible Employees who
become Participants in the Plan from time to time and the amount, if any, due a
Participant (or his or her Beneficiary) under this Plan. No member of the
Committee shall be liable for any act done or determination made in good faith.
No member of the Committee who is a Participant in this Plan may vote on matters
affecting his or her personal benefit under this Plan, but any such member shall
otherwise be fully entitled to act in matters arising out of or affecting this
Plan notwithstanding his or her participation herein. In carrying out its duties
herein, the Committee shall have discretionary authority to exercise all powers
and to make all determinations, consistent with the terms of the Plan, in all
matters
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entrusted to it, and its determinations shall be given deference and shall be
final and binding on all interested parties. In the event of a Change in
Control, as defined in Section 11.3, all investment powers of the Committee
shall be terminated and such investment powers shall be transferred to the
Trustee. Such investment powers will then be exercisable at the sole discretion
of the Trustee, subject to the terms of the Trust.
ARTICLE XIII--THE TRUST
13.1 ESTABLISHMENT OF TRUST. The Company shall establish the Trust with the
Trustee, pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Company and the Trustee. The Trust is
intended to be treated as a "grantor" trust under the Code, and the
establishment of the Trust is not intended to cause Participants to realize
current income on amounts contributed thereto, and the Trust shall be so
interpreted.
ARTICLE XIV--ADMINISTRATION
14.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein,
the Company shall have the sole responsibility for and the sole control of the
operation and administration of the Plan, and shall have the power and authority
to take all actions including the right to amend or terminate the Plan, and to
make all decisions and interpretations which may be necessary or appropriate in
order to administer and operate the Plan, including, without limiting the
generality of the foregoing, the power, duty, and responsibility to:
(a) Resolve and determine all disputes or questions arising under the Plan,
including the power to determine the rights of Eligible Employees,
Participants, and Beneficiaries, and their respective benefits, and to
remedy any ambiguities, inconsistencies, or omissions in the Plan.
(b) Adopt such rules of procedure and regulations as in its opinion may be
necessary for the proper and efficient administration of the Plan and as
are consistent with the Plan.
(c) Implement the Plan in accordance with its terms and the rules and
regulations adopted as above.
(d) Make determinations with respect to the eligibility of any Eligible
Employee as a Participant and make determinations concerning the
crediting and distribution of Plan Accounts.
(e) Appoint any persons or firms, or otherwise act to secure specialized
advice or assistance, as it deems necessary or desirable in connection
with the administration and operation of the Plan, and the Company shall
be entitled to rely conclusively upon, and shall be fully protected in
any action or omission taken by it in good faith reliance upon the advice
or opinion of such firms or persons. The Company shall have the power and
authority to
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delegate from time to time by written instrument all or any part of its
duties, powers, or responsibilities under the Plan, both ministerial and
discretionary, as it deems appropriate, to any person or committee, and
in the same manner to revoke any such delegation of duties, powers, or
responsibilities. Any action of such person or committee in the exercise
of such delegated duties, powers, or responsibilities shall have the same
force and effect for all purposes hereunder as if such action had been
taken by the Company. Further, the Company may authorize one or more
persons to execute any certificate or document on behalf of the Company,
in which event any person notified by the Company of such authorization
shall be entitled to accept and; conclusively rely upon any such
certificate or document executed by such person as representing action by
the Company until such third person shall have been notified of the
revocation of such authority. In the event of a Change in Control, as
defined in Section 11.3, the Company must notify the Participants prior
to terminating the Trustee pursuant to this Section 14.1(e).
14.2 MUTUAL EXCLUSION OF RESPONSIBILITY. Neither the Trustee nor the Company
shall be obliged to inquire into or be responsible for any act or failure to
act, or the authority therefor, on the part of the other.
14.3 UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or
operation of the Plan discretionary actions by the Company are required or
permitted, such actions shall be consistently and uniformly applied to all
persons similarly situated, and no such action shall be taken which shall
discriminate in favor of any particular person or group of persons.
14.4 LITIGATION. Except as may be otherwise required by law, in any action or
judicial proceeding affecting the Plan, no Participant or Beneficiary shall be
entitled to any notice or service of process, and any final judgment entered in
such action shall be binding on all persons interested in, or claiming under,
the Plan.
14.5 PAYMENT OF ADMINISTRATION EXPENSES. All expenses incurred in the
administration and operation of the Plan and the Trust, including any taxes
payable by the Company in respect of the Plan or Trust or payable by or from the
Trust pursuant to its terms, shall be paid by the Company.
14.6 CLAIMS PROCEDURE.
(a) Notice of Claim. Any Eligible Employee or beneficiary, or the duly
authorized representative of an Eligible Employee or beneficiary, may
file with the Committee a claim for a Plan benefit. Such a claim must
be in writing on a form provided by the Committee and must be
delivered to the Committee, in person or by mail, postage prepaid.
Within ninety (90) days after the receipt of such a claim, the
Committee shall send to the claimant, by mail, postage prepaid, a
notice of the granting or the denying, in whole or in part, of such
claim, unless special circumstances require an extension of time for
processing the claim. In no event may the extension exceed ninety
(90) days from the end of the initial period. If such an extension is
necessary, the claimant will
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be given a written notice to this effect prior to the expiration of
the initial ninety (90) day period. The Committee shall have full
discretion to deny or grant a claim in whole or in part in accordance
with the terms of the plan. If notice of the denial of a claim is not
furnished in accordance with this Section, the claim shall be denied
and the claimant shall be permitted to exercise his or her right to
review pursuant to Sections 14.6(c) and 14.6(d) of the Plan, as
applicable.
(b) Action on Claim. The Committee shall provide to every claimant who is
denied a claim for benefits a written notice setting forth, in a
manner calculated to be understood by the claimant:
(i) The specific reason or reasons for the denial;
(ii) A specific reference to the pertinent Plan provisions on which
the denial is based;
(iii) A description of any additional material or information
necessary of the claimant to perfect the claim and an
explanation of why such material or information is necessary;
and
(iv) An explanation of the Plan's claim review procedure.
(c) Review of Denial. Within sixty (60) days after the receipt by a
claimant of written notification of the denial (in whole or in part)
of a claim, the claimant or the claimant's duly authorized
representative, upon written application to the Committee, delivered
in person or by certified mail, postage prepaid, may review pertinent
documents and may submit to the Committee, in writing, issues and
comments concerning the claim.
(d) Decision on Review. Upon the Committee's receipt of a notice of a
request for review, the Committee shall make a prompt decision on the
review and shall communicate the decision on review in writing to the
claimant. The decision on review shall be written in a manner
calculated to be understood by the claimant and shall include
specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based. The
decision on review shall be made not later than sixty (60) days after
the Committee's receipt of a request for a review, unless special
circumstances require an extension of time for processing, in which
case a decision shall be rendered not later than one hundred twenty
(120) days after receipt of the request for review. If an extension
is necessary, the claimant shall be given written notice of the
extension by the Committee prior to the expiration of the initial
sixty (60) day period. If notice of the decision on review is not
furnished in accordance with this Section, the claim shall be denied
on review.
14.7 LIABILITY OF COMMITTEE, INDEMNIFICATION. To the extent permitted by law,
the Committee or any Company employee shall not be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of this Plan unless attributable to his or her own bad faith or willful
misconduct.
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14.8 EXPENSES. The cost of the establishment of the Plan and the adoption of the
Plan by Company, including but not limited to legal and accounting fees, shall
be borne by the Company.
14.9 TAXES. All amounts payable hereunder shall be reduced by any and all
federal, state, and local taxes imposed upon an Eligible Employee or his or her
beneficiary which are required to be paid or withheld by Company. The
determination of Company regarding applicable income and employment tax
withholding requirements shall be final and binding on the Eligible Employee.
14.10 ATTORNEY'S FEES. Company shall pay the reasonable attorney's fees incurred
by any Eligible Employee in an action brought against Company to enforce
Eligible Employee's rights under the Plan, provided that such fees shall only be
payable in the event that the Eligible Employee prevails in such action.
ATTEST: SOUTHWESTERN ENERGY COMPANY
/s/ GREG D.KERLEY By: /s/ CHARLES E. SCHARLAU
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Greg D. Kerley Charles E. Scharlau
Vice President - Chairman and Chief Executive
Treasurer and Secretary Officer
[SEAL] Date: ____________________________
Effective Date: October 4, 1995
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