SOUTHWESTERN ENERGY COMPANY

                      1993 INCENTIVE COMPENSATION PLAN

                                   SUMMARY

     The Southwestern Energy Company 1993 Incentive Compensation Plan (the
"Plan") is effective for fiscal years commencing on and after January 1, 1993
and ending on or prior to December 31, 2003.  The purpose of the Plan is to
attract, retain and motivate key employees by providing cash and stock
incentive compensation to certain employees of the Company and its
subsidiaries who have a significant impact on earnings, growth and
shareholder value by rewarding both organizational and individual
performance.  Only active employees of Southwestern Energy Company and its
subsidiaries who are employed in a key management capacity are eligible to
participate in the Plan.  The Plan is administered by the Compensation
Committee of Southwestern Energy Company's Board of Directors (the
"Committee").
     Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Plan.
     Awards under the Plan are based on pre-determined minimum, target and
maximum performance levels using the following performance factors for the
various business segments of Southwestern Energy Company and its
subsidiaries:
     (1)  Corporate Performance Factors: (i) the Company's Return on Equity
for such year, and (ii) the Company's Earnings Per Share Growth.

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     (2)  E & P Performance Factors: (i) Increase in Reserve Additions
adjusted for revisions to previous estimates; and (ii) Average Finding Costs.

     (3)  Utility Performance Factor:  the Expected Return on Rate Base
adjusted for inflation.
     (4)  Pipeline Performance Factors: (i) Budgeted Volume of gas to be
transported for the Plan Year; and (ii) Gross Revenue Less Direct Expenses.
     (5)  Property Acquisitions:  (i) Dollars of Acquisitions, the amount
spent during any given Plan Year on the acquisition of producing properties.
(ii) Average Acquisition Cost per Mcf.  In the initial Plan Year, the
property acquisitions segment will not be eligible for a bonus award under
the Plan.  For the 1994 Plan Year, the bonus award shall be 100 percent
discretionary as determined by the Chief Executive Officer of the Company
upon approval by the Committee.
     Achievement of the predetermined minimum, target or maximum Threshold
Levels shall determine the bonus percentages ("Bonus Percentages") to be used
in calculating bonus amounts.  The Bonus Percentages applicable to each
Threshold Level may be changed by the Committee from time to time.
     For each Company Performance Factor, a bonus amount shall be calculated
for the year equal to a percentage of each participant's base salary as of
the beginning of the Plan Year, adjusted by a percentage ("Weighting Factor")
applicable to each Company Performance Standard as established by the
Committee.  Weighting factors may be changed by the Committee from year to
year, and

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additional Company Performance Factors may be established, so long as the sum
of the Weighting Factors are always equal to 100%.  The sum of the individual
bonus amounts so established for each Company Performance Factor shall be
equal to the Organizational Performance Amount.
     The Plan also allows for discretionary awards to be made to participants
upon the recommendation of the Company's Chief Executive Officer with the
approval of the Committee.  Discretionary awards will be based upon an
individual participant's performance against individually established goals
or an overall assessment of a participant's contribution in areas that cannot
be quantifiably measured ("Discretionary Award Amount").  Furthermore, the
Chief Executive Officer is authorized, in his sole discretion, to make awards
from a discretionary bonus pool to any employee of the Company or its
subsidiaries who is not a participant in the Plan.  The amount of the Chief
Executive Officer's discretionary pool is determined by the Committee.
     Each participant's bonus for a given year is equal to the sum of the
participant's Organizational Performance Amount and Discretionary Award
Amount.
     At the discretion of the Committee, awards are payable in cash,
restricted common stock of the Company, or a combination of cash and
restricted common stock.  All restrictions on awards of restricted common
stock lapse at the rate of 20% per year (or such other rate as the Committee
may determine) of the total shares included in an award beginning one year
after the date of the award

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of the shares, unless the restrictions are terminated earlier by the
occurrence of any of the following events:

     1.   The retirement of the participant at the participant's normal
          retirement date;
     2.   The death or total and permanent disability of a participant while
          employed by the Company or a subsidiary;
     3.   The occurrence of a change in control of Southwestern Energy
          Company; and
     4.   The early retirement of the participant or termination of a
          participant's employment for any other reason if the Committee
          determines that the lapse of restrictions is in the best interest
          of the Company and the participant consents.

Restricted common stock granted under the Plan is subject to the provisions
of the Southwestern Energy Company 1993 Stock Incentive Plan and count toward
the aggregate number of shares authorized under that plan.

     The interest of any participant under the Plan is non-assignable either
by voluntary or involuntary assignment or by operation of law.  The Plan
confers no rights upon any employee concerning the continuation of employment
with the Company and does not interfere in any way with the right of the
Company to terminate any employee at any time.
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