Southwestern recognizes and respects the right of its directors, officers and employees to engage in outside financial, business or other activities as long as these activities are legal and do not impair or interfere with the conscientious performance of company duties and do not involve the misuse of Southwestern's name, reputation, influence, facilities or other resources. While specific provisions cannot be made for each situation that might confront an individual, the following Policy Statement and Guidelines govern certain matters of particular concern. In addition, if you work directly for a Southwestern Energy Company subsidiary (Southwestern Energy Production Company, for example) and to the extent the Southwestern Energy Company subsidiary has more stringent, existing policies, those policies apply to your conduct and must be followed, even if they are more stringent than these Southwestern-wide policies.

Policy Statement. No director, officer or employee of Southwestern shall have any position with or a substantial interest in any other business enterprise operated for a profit, the existence of which would conflict or might conflict with the proper performance of his duties or responsibilities, or which might tend to affect independence of judgment or action with respect to transactions between Southwestern and such other business enterprise, without full and complete disclosure thereof. No director, officer or employee of Southwestern should derive personal economic gain (directly, through a family member or otherwise) from a transaction to which Southwestern is a party unless Southwestern is advised of such director’s, officer’s or employee's potential to benefit from the transaction. Any director, officer or employee who has such a conflicting or possibly conflicting interest with respect to any transaction which is known to be under consideration by Southwestern, or any of its affiliates, is required to make timely disclosure thereof so it may be part of Southwestern's consideration of the transaction.

Southwestern is also sensitive to undertakings or affiliations with non-profit organizations. While Southwestern encourages participation with worthwhile non-profit organizations, each employee must take care that his or her participation does not adversely impact or reflect unfavorably upon Southwestern. For example, circumstances could occur where a non-profit organization's mission was in conflict with Southwestern's mission or otherwise worked against Southwestern's interests. Accordingly, if there is any question in your mind about your participation or affiliation with a non-profit organization, you should bring it to the attention of the Corporate Compliance Officer.

Guidelines. In order to implement the foregoing Policy Statement, but without limiting its intent, the following Guidelines are adopted:

1. Under no circumstances will any director, officer or employee of Southwestern accept or give cash for the purpose of influencing a business decision, or which could be construed as having been given or received for that purpose.
2. Without prior approval in the manner described in paragraph (11) below, no director, officer or employee, personally, through a family member or otherwise shall serve as a director, officer, employee or consultant to companies, which directly compete with Southwestern or which provide services to Southwestern or its affiliates.
3. Directors, officers and employees may not take or use for themselves any business opportunity which may come to them individually but which might be of interest to Southwestern. Any such opportunity in a line of business in which Southwestern or an affiliate has, or can reasonably be expected to have an interest, must be disclosed to the Corporate Compliance Officer and made available to Southwestern.
4. No director, officer or employee shall accept gifts from any person, firm or corporation doing business with Southwestern under any circumstances from which it could be reasonably inferred that the purpose of the gift could be to influence the director, officer or employee in the conduct of Southwestern transactions with the donor. A gift includes anything of value that is transferred to another for which no specific service or compensation is expected or received. This policy does not preclude business or seasonal gifts of nominal value. It is also permissible for a director, officer or employee to give or receive entertainment of moderate value, assuming a legitimate business purpose is being served. However, it is the responsibility of every director, officer and employee to avoid even the appearance of impropriety. If there is any doubt about whether a gift is of nominal value or whether a particular entertainment activity complies with this policy, a director or executive officer should contact the Corporate Compliance Officer for guidance and any other officer or employee should contact the Senior Vice President in charge of his/her business unit for guidance.
5. No director, officer or employee shall, either directly or indirectly, invest in (i) any real property in which he knows that Southwestern or any affiliate has, or is considering any investment or a tenancy, or (ii) any real property, the value of which may be affected by any action of Southwestern of which he has special knowledge.
6. No director, officer or employee shall purchase stocks, bonds, or other investment interests or securities where such purchase is based on information obtained by reason of his official position in Southwestern, unless he shall have first secured permission to make such purchase from the President.
7. Any director, officer or employee concerned with investment or acquisition activities, who has any investment, either directly or indirectly, in any corporation or business enterprise which is under consideration for acquisition by Southwestern or any affiliate must make full disclosure of the circumstances of any investment held in such corporation or enterprise to the Corporate Compliance Officer, who shall then report such information to the President and the Audit Committee of the Board of Directors.
8. All directors, officers and employees shall treat as confidential any information which they receive about the financial condition and business activities of Southwestern, or any affiliate or any company which Southwestern or any affiliate, has under consideration for acquisition.
9. All directors, officers and employees shall make timely disclosure to the Corporate Compliance Officer of any situation which creates a conflict of interest or which could give the perception of a conflict of interest (whether relating to a for-profit or non-profit entity) between Southwestern and an individual's duties and responsibilities. All such situations disclosed to the Corporate Compliance Officer shall be reported to the Audit Committee of the Board of Directors.
10. All directors, officers and employees shall make timely disclosure to the Corporate Compliance Officer of any situation which creates or could give the perception of creating an indirect conflict of interest between Southwestern and an individual’s duties and responsibilities as a result of transactions involving such individual’s family members or business associates. The disclosure should in all cases be sufficient to enable Southwestern to determine the effect of any such indirect conflict of interest on the performance of the individual’s duties and responsibilities. All such situations disclosed to the Corporate Compliance Officer shall be reported to the Audit Committee of the Board of Directors.
11. Prior to engaging in any activity that could result in a direct or indirect conflict of interest, all directors, officers and employees are required to review the proposed activity with the appropriate individual or group of individuals described below, and such individual or group of individuals shall make a written record of the manner in which the question is resolved and forward a copy of such record to the Corporate Compliance Officer. Directors and officers shall disclose any such activity to the Board of Directors. Employees shall disclose any such activity to their immediate supervisor, who shall promptly discuss such disclosure with the Senior Vice President in charge of his business unit. In all such cases, the Senior Vice President shall be responsible for generating the written record described above. The Corporate Compliance Officer shall forward a copy of all such written records to the Audit Committee of the Board of Directors.
12. Any waiver of these Guidelines for executive officers or directors may be made only by the Board of Directors and shall be promptly disclosed to Southwestern’s shareholders.