SWIFT ENERGY CO (Form: S-8, Received: 04/27/2016 06:01:27)

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As filed with the Securities and Exchange Commission on April 26, 2016

Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SWIFT ENERGY COMPANY

(Exact name of registrant as specified in its charter)



Delaware	20-3940661
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17001 Northchase Drive, Suite 100
Houston, Texas 77001

(Address of Principal Executive Offices Including Zip Code)

Swift Energy Company 2016 Equity Incentive Plan

(Full title of the plan)

Christopher M. Abundis
Vice President, General Counsel & Secretary
Swift Energy Company
17001 Northchase Dr., Suite 100
Houston, Texas 77060
(281) 874-2700

(Name and Address, and Telephone Number, including Area Code, of Agent For Service)

Copies to:



Stephen Olson Jones Day 717 Texas, Suite 3300 Houston, Texas 77001 (832) 239-3939	Alex Gendzier Jones Day 222 E. 41st Street New York, New York 10017 (212) 326-3939

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common stock, $0.01 par value per share	582,011	$36.10	$21,010,597.10	$2,115.77

(1)

Represents common stock, par value $0.01 per share, of Swift Energy Company (the “Registrant”) issuable pursuant to the Swift Energy Company 2016 Equity Incentive Plan (the “Plan”) being registered hereon. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is deemed to include additional shares issuable under the terms of the Plan to prevent dilution resulting from any future stock split, stock dividend or similar transaction.


(2)	Estimated solely for the purposes of determining the amount of the registration fee, pursuant to Rule 457 under the Securities Act of 1933, as amended, and based on the value attributed to the common stock in connection with the Registrant’s emergence from bankruptcy pursuant to its Plan of Reorganization.

EXPLANATORY NOTE

On December 31, 2015, the Registrant and eight of its subsidiaries, including Swift Energy International, LLC (previously Swift Energy International, Inc.), Swift Energy Group, Inc., Swift Energy USA, Inc., Swift Energy Alaska, Inc., Swift Energy Operating, LLC, GASRS LLC, SWENCO-Western, LLC and Swift Energy Exploration Services, Inc. (together with the Registrant, the “Debtors”), filed voluntary petitions seeking relief under Chapter 11 of Title of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the district of Delaware (the “Court”).

On March 31, 2016, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming Pursuant to Section 1129(a) and (b) of the Bankruptcy Code the Joint Plan of Reorganization of the Debtors and Debtors in Possession (the “Confirmation Order”), which approved and confirmed the Joint Plan of Reorganization of the Debtors and Debtors in Possession, as modified by the Confirmation Order.

On April 22, 2016, the Registrant satisfied the conditions of the Confirmation Order and the Plan of Reorganization became effective (the “Effective Date”).

Unless otherwise noted or suggested by context, all financial information and data and accompanying financial statements and corresponding notes, as of and prior to the Effective Date, as contained or incorporated by reference herein, reflect the actual historical consolidated results of operations and financial condition of the Registrant for the periods presented and do not give effect to the Plan of Reorganization or any of the transactions contemplated thereby, including the adoption of “fresh-start” accounting. Accordingly, such financial information may not be representative of the Registrant’s performance or financial condition after the Effective Date. Except with respect to such historical financial information and data and accompanying financial statements and corresponding notes or as otherwise noted or suggested by the context, all other information contained herein relates to the Registrant following the Effective Date.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this registration statement the following documents filed by it with the Securities and Exchange Commission (the “SEC”) (other than portions of those documents that have been “furnished” pursuant to Item 2.02 or Item 7.01 in any Current Report on Form 8-K or other information deemed to have been “furnished” rather than filed in accordance with the SEC’s rules):

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 4, 2016; and

(b) The Registrant’s Current Reports on Form 8-K, filed with the SEC on January 4, January 11, March 15, March 21, March 24, March 29 and April 6, 2016.

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Authorized Capital

The Registrant has the authority to issue a total of 50,000,000 shares of capital stock, consisting of (a) 40,000,000 shares of common stock, par value $0.01 per share, and (b) 10,000,000 shares of preferred stock par value $0.01 per share.

Voting Rights

Subject to any voting rights granted to preferred stock that may be outstanding from time to time, each share of the Registrant’s common stock shall be entitled to one vote per share, in person or by proxy, on all matters submitted to a vote for the Registrant’s stockholders on which the holders of common stock are entitled to vote. Except as otherwise required in the Registrant’s Certificate of Incorporation (the “Charter”), Bylaws (the “Bylaws”) or by applicable law, the holders of common stock shall vote together as one class on all matters submitted to a vote of stockholders generally. The Charter and Bylaws do not provide for cumulative voting in connection with the election of directors, and accordingly, holders of more than 50% of the shares voting will be able to elect all of the directors. The holders of a majority of the shares of common stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, constitute a quorum at all meetings of the stockholders for the transaction of business.

The board of directors of the Registrant (the “Board”) will be made up of three classes following the Effective Date. Class I directors’ terms will expire at the first annual meeting of stockholders; Class II directors’ terms will expire at the second annual meeting of stockholders; and Class III directors’ terms expire at the third annual meeting of stockholders. At each annual meeting of stockholders, directors elected to succeed those whose term has expired will be elected to three year terms.

As further described below, pursuant to the terms of the Director Nomination Agreement dated as of April 22, 2016 (the “Nomination Agreement”), between the Company and the Consenting Noteholders (as defined in the Nomination Agreement, which includes Strategic Value Partners, LLC (“SVP”) and certain other former holders of the Company’s cancelled

senior notes (the “Other Noteholders”), the Consenting Noteholders have the right to nominate directors to the Board, among other things.

Dividend Rights

Subject to any dividend and other distribution rights granted to preferred stock that may be outstanding from time to time, holders of shares of common stock shall be entitled to receive such dividends and other distributions (payable in cash, stock or otherwise) as may be declared thereon by the Board at any time and from time to time out of any funds legally available.

Preferred Stock

As of the date hereof, no shares of the Registrant’s preferred stock are outstanding. The Charter provides that the Board may issue preferred stock in one or more series from time to time at its option for such consideration and pursuant to such terms and conditions as it may decide. The Board will determine the designations, powers, preferences, rights, qualifications, limitations and restrictions of the preferred stock and may, at its option, divide such preferred stock into series and determine variations, if any, between any series so established. The holders of preferred stock may be entitled to preferences over holders of common stock with respect to dividends, liquidation, dissolution or winding-up of the Registrant in such amounts as are established by the resolutions of the Board approving the issuance of such shares.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Registrant without further action by the holders and may adversely affect voting and other rights of holders of common stock. In addition, issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the outstanding shares of voting stock.

No Preemptive Rights

No holder of common stock has any preemptive right to subscribe for any shares of the Registrant’s capital stock issued in the future.

Liquidation Rights

If the Registrant is liquidated (either partially or completely), dissolved or wound up, whether voluntarily or involuntarily, the holders of common stock shall be entitled to share ratably in the Registrant’s remaining assets after payment of all liquidation preferences, if any, applicable to any outstanding preferred stock.

Action by Written Consent

The Charter provides for action by written consent by holders of voting stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

Director Nomination Agreement

On April 22, 2016, the Registrant entered into the Nomination Agreement. The Nomination Agreement is included by reference in the Charter as necessary to effectuate its terms. Pursuant to the Nomination Agreement:

(a) At the Effective Date, the initial Board will consist of seven members as follows:

(i) the Chief Executive Officer of the Company, which will be Terry E. Swift;

(ii) two directors designated by SVP, which will be Peter Kirchof and David Geenberg;

(iii) two directors designated by the Consenting Noteholders (excluding SVP), which will be Gabe Ellisor and Charles Wampler; and

(iv) one independent director which will be Michael Duginski, and one vacancy which shall be filled within 30 days after the Effective Date in accordance with the Certificate of Incorporation (and which will be the Chairman).

Michael Duginski and Peter Kirchof will serve as Class I Directors (as defined in the Certificate of Incorporation) with an initial term which will expire at the first annual meeting of the stockholders of the Company held after the Effective Date; Gabe Ellisor and Charles Wampler will serve as Class II Directors (as defined in the Certificate of Incorporation) with an initial term which will expire at the second annual meeting of the stockholders of the Company held after the Effective Date; and Terry E. Swift, David Geenberg and the director who fills the initial vacancy will serve as Class III Directors (as defined in the Certificate of Incorporation) with an initial term which shall expire at the third annual meeting of the stockholders of the Company held after the Effective Date.

In addition, SVP and the Other Noteholders received the right to remove and replace their respective directors at any time.

(b) Following the expiration of the initial terms of the Board as set forth above, the Board will consist of seven members as follows:

(i) the Chief Executive Officer of the Company, which shall be a Class III Director;

(ii) two nominees designated by SVP (the “SVP Designated Directors”), which shall be one Class I Director and one Class II Director; provided, that (A) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III Director, at such time as SVP and its affiliates (other than other Consenting Noteholders) (the “SVP Entities”) collectively beneficially own common stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B)

SVP shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the SVP Entities collectively beneficially own common stock representing an equity percentage of less than 8%;

(iii) two nominees designated by the Consenting Noteholders (excluding SVP until such time that SVP is no longer entitled to designate an SVP Designated Director) (the “Noteholder Designated Directors”), which shall be two Class II Directors; provided, that (A) the number of nominees designated by the Consenting Noteholders shall be reduced to one director, which shall be a Class II Director, at such time as the Consenting Noteholders and their affiliates (the “Noteholder Entities”) collectively beneficially own common stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B) except as set forth in section (b)(iv) below, such Consenting Noteholders shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the Noteholder Entities collectively beneficially own common stock representing an equity percentage of less than 8%;

(iv) for the purposes of calculating the equity percentage in clauses (A) and (B) of section (b)(iii), with respect to SVP’s ownership, the equity percentage shall only include the portion of SVP’s equity percentage that exceeds 15% up to a maximum of 7.9%, until such time that SVP is no longer entitled to designate an SVP Designated Director. At such time that SVP is no longer entitled to designate an SVP Designated Director, all of SVP’s ownership shall be included in the equity percentage calculations in clauses (A) and (B) of section (b)(iii). For the purposes of section (b)(iii), the designation right contained in such provision shall still be available at the time SVP is no longer entitled to designate an SVP Designated Director, if at such time, the Equity Percentage ownership threshold in clause (B) of section (b)(iii) is satisfied; and

(v) one independent director and one additional director (which will be the Chairman) nominated by the Nominating and Strategy Committee of the Board, which shall be a Class III Director.

(c) So long as SVP is entitled to designate a nominee, SVP shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board. Should a director designated by SVP be removed for any reason, whether by SVP or otherwise in accordance with the Charter and the Bylaws, SVP shall be entitled to designate an individual to fill the vacancy created by such removal so long as SVP is entitled to designate a nominee on the date of such replacement designation, subject to the Charter and Bylaws of the Company.

In addition, if SVP loses the right to nominate any directors, it may not remove and replace their directors still on the Board. If the Consenting Noteholders’ combined equity percentage falls below 50%, the Consenting Noteholders will lose the right to remove and replace their directors.

The Nomination Agreement terminates upon the earlier to occur of (a) such time as the Consenting Noteholders in the aggregate no longer beneficially own common stock representing an equity percentage equal to or greater than 8% or (b) the delivery of written notice to the Company by all of the Consenting Noteholders, requesting the termination of the Agreement. Further, at such time as a particular Consenting Noteholder no longer beneficially owns any shares of common stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate.

This summary is qualified in its entirety by reference to the full text of the Nomination Agreement, which is attached hereto as Exhibits 10.1 and incorporated by reference herein.

Veto Rights

The business and affairs of the Company shall be managed under the direction of the Board to the fullest extent permitted by Section 141(a) of the DGCL, except that, notwithstanding any other provision of the Charter or the Bylaws, at any time in which one or more SVP Designated Directors or Noteholder Designated Directors is serving on the Board, the Company and the Board shall not take any of the following actions if the Consenting Noteholders that are party to the Nomination Agreement and that hold in the aggregate at least 50% of the Company’s issued and outstanding shares of common stock object to such action in writing:

(a) The sale or other disposition of assets of the Corporation or any of its subsidiaries, in any single transaction or series of related transactions, with a fair market value in the aggregate in excess of $75,000,000, other than (i) any such sales or dispositions to or among the Corporation and its subsidiaries and (ii) the sale or disposition of hydrocarbons, accounts receivable, surplus or obsolete equipment (excluding the disposition of oil and gas in place and other interests in real property and volumetric production payments) in the ordinary course of business.

(b) Any sale, recapitalization, liquidation, dissolution, winding up, bankruptcy event, reorganization, consolidation, or merger of the Corporation or any of its subsidiaries.

(c) Issuing or repurchasing any shares of common stock or other equity securities (or securities convertible into or exercisable for equity securities) of the Corporation in an amount that is in the aggregate in excess of $5,000,000, other than (i) pursuant to employee benefit and incentive plans, (ii) the repurchase of capital stock deemed to occur upon the exercise of stock options or other equity awards to the extent such capital stock represents a portion of the exercise price of those stock options or other equity awards and any repurchase of capital stock made in lieu of or to satisfy withholding or similar taxes in connection with any exercise or exchange of stock options, warrants, equity incentives, other equity awards or other rights to acquire capital stock and (iii) the issuance of shares of common stock upon exercise of warrants pursuant to the Warrant Agreement dated on or about the date hereof between the Corporation and American Stock Transfer & Trust Company, LLC.

(d) Incurring any indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another person or entity), in any single transaction or series of related transactions, that is in the aggregate in excess of $75,000,000, other than (i) any indebtedness incurred to refinance indebtedness issued for less than $75,000,000 (which such amount shall be calculated in the aggregate for any series of related transactions), (ii) intercompany indebtedness, (iii) hedging obligations in the ordinary course of business and not for speculative purposes and (iv) other indebtedness in respect of workers’ compensation claims, insurance contracts, self-insurance obligations, bankers’ acceptances, performance and surety bonds and other similar guarantees of obligations in the ordinary course of business.

(e) Entering into any proposed transaction or series of related transactions involving a Change of Control of the Corporation. For purposes of this provision, “Change of Control” shall mean any transaction resulting in any person or group (as such terms are defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquiring “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of more than 50% of the total outstanding equity interests of the Corporation (measured by voting power rather than number of shares).

(f) Entering into or consummating any material acquisition of businesses, companies or assets (whether through sales or leases) or joint ventures, in any single transaction or series of related transactions, in the aggregate in excess of $75,000,000.

(g) Increasing or decreasing the size of the Board.

(h) Amending the Charter or Bylaws of the Corporation.

(i) Entering into any arrangements or transactions with affiliates of the Corporation.

Notwithstanding anything to the contrary contained in the Charter, these veto rights are not deemed to eliminate or reduce any fiduciary duties a member of the Board may have to any stockholder or group of stockholders of the Company that may otherwise exist under the DGCL.

Delaware Anti-Takeover Law

The Registrant is not subject to Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”).

Transfer Agent and Registrar

The transfer agent for the Registrant’s common stock is American Stock Transfer & Trust Company, LLC.

Item 5. Interests of Named Experts and Counsel.

Jones Day, New York, New York, will pass upon the validity of the common stock offered in this offering, when issued pursuant to the terms and conditions of the Plan.

Item 6. Indemnification of Directors and Officers.

The Registrant’s Charter and Bylaws provide for indemnification of officers and directors of the Registrant and certain other persons to the full extent permitted by law, as now in effect or later amended, against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

The Registrant may maintain insurance for the benefit of its directors, officers, employees, agents and certain other persons, insuring such persons against any expense, liability, or loss, including liability under the securities laws. In addition, the Registrant has entered into indemnification agreements with its directors and executive officers that require it to indemnify these persons for claims made against each of these persons because he or she is, was or may be deemed to be a director, officer, employee or agent of the Registrant or any of its subsidiaries. The Registrant is obligated to pay the expenses of these persons in connection with any claims that are subject to the agreement.

Section 102 of the DGCL allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, agent or employee of the corporation or is or was serving at the corporation’s request as a director, officer, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acted in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best interest, of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his or her duties to the corporation, unless the court believes that in the light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the

unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.



Exhibit Number		Description
3.1*		Certificate of Incorporation of Swift Energy Company
3.2*		Bylaws of Swift Energy Company
4.1*		Swift Energy Company 2016 Equity Incentive Plan
4.2*		Form of Stock Option Agreement – Emergence Grant (Type I)
4.3*		Form of Stock Option Agreement – Emergence Grant (Type II)
4.4*		Form of Restricted Stock Unit Agreement – Emergence Grant (Type I)
4.5*		Form of Restricted Stock Unit Agreement – Emergence Grant (Type II)
4.6*		Form of stock certificate for common stock, $0.01 par value per share
4.7*		Director Nomination Agreement dated April 22, 2016 by and among Swift Energy Company and the stockholders party thereto
5.1*		Opinion of Jones Day
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of H.J. Gruy and Associates, Inc.
23.2*		Consent of Jones Day (included in Exhibit 5.1)

_______________________________


*	Filed Herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum

offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 26th day of April 2016.



SWIFT ENERGY COMPANY
By:	/s/ Terry E. Swift
	Name:	Terry E. Swift
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated. In addition, each person whose signature appears below constitutes and appoints Terry E. Swift, Alton D. Heckaman, Jr. and Christopher M. Abundis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.



Signature	Capacity	Date
/s/ Terry E. Swift	Chief Executive Officer (Principal Executive Officer)	April 26, 2016
Terry E. Swift
/s/ Alton D. Heckaman, Jr.	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 26, 2016
Alton D. Heckaman, Jr.
/s/ David Geenberg	Director	April 26, 2016
David Geenberg
/s/ Peter Kirchof	Director	April 26, 2016
Peter Kirchof
/s/ Gabe Ellisor	Director	April 26, 2016
Gabe Ellisor
/s/ Charles Wampler	Director	April 26, 2016
Charles Wampler
/s/ Michael Duginski	Director	April 26, 2016
Michael Duginski

EXHIBIT INDEX



Exhibit Number		Description
3.1*		Certificate of Incorporation of Swift Energy Company
3.2*		Bylaws of Swift Energy Company
4.1*		Swift Energy Company 2016 Equity Incentive Plan
4.2*		Form of Stock Option Agreement – Emergence Grant (Type I)
4.3*		Form of Stock Option Agreement – Emergence Grant (Type II)
4.4*		Form of Restricted Stock Unit Agreement – Emergence Grant (Type I)
4.5*		Form of Restricted Stock Unit Agreement – Emergence Grant (Type II)
4.6*		Form of stock certificate for common stock, $0.01 par value per share
4.7*		Director Nomination Agreement dated April 22, 2016 by and among Swift Energy Company and the stockholders party thereto
5.1*		Opinion of Jones Day
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of H.J. Gruy and Associates, Inc.
23.3*		Consent of Jones Day (included in Exhibit 5.1)

_______________________________


*	Filed Herewith.

CERTIFICATE OF INCORPORATION
OF
SWIFT ENERGY COMPANY

ARTICLE I

The name of the corporation is Swift Energy Company (hereinafter, the “ Corporation ”).

ARTICLE II

The address of its registered office in the State of Delaware is 1675 South State St, Suite B, Dover, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”) as it currently exists or may hereafter be amended.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 50,000,000 shares, consisting of (a) 40,000,000 shares of common stock, par value $0.01 per share (“ Common Stock ”), and (b) 10,000,000 shares of preferred stock par value $0.01 per share (“ Preferred Stock ”).

1. Common Stock . The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of the Common Stock shall be required therefor.

The designations and the powers, preferences, rights, qualifications, limitations and restrictions of Common Stock are as follows:

(a) Subject to the then-applicable terms of the Director Nomination Agreement, among the Corporation and certain of its stockholders, dated as of April 22, 2016 (as may be amended from time to time, the “ Nomination Agreement ”), each share of Common Stock of the Corporation shall have identical powers, rights and privileges in every respect. Except as may otherwise be provided in this Certificate of Incorporation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share, in person or by proxy, upon all questions presented to the stockholders, and the holders of shares of Common Stock shall have the right to vote for the election of directors and for all other purposes or if any holders of shares of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of shares of Preferred Stock, if any. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation.

(b) Subject to the rights granted to any Preferred Stock, the holders of shares of Common Stock shall be entitled to receive ratably in proportion to the number of shares of Common Stock held by them such dividends and distributions (payable in cash, stock or otherwise), if any, as may be declared thereon by the board of directors of the Corporation (the “ Board of Directors ”) at any time and from time to time out of any assets or funds of the Corporation legally available therefor.

(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them remaining after payment of all liquidation preferences, if any, applicable to any outstanding Preferred Stock. A liquidation, dissolution or winding-up of the Corporation, as such terms are used in this paragraph (c), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

2. Preferred Stock . The Board of Directors shall issue Preferred Stock in one or more series from time to time at its option for such consideration and pursuant to such terms and conditions as it may decide. The Board of Directors shall determine the designations and the powers, preferences, rights, qualifications, limitations and restrictions of the Preferred Stock and may, at its option, divide such Preferred Stock into series and determine variations, if any, between any series so established.

3. Preemptive Rights . No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any unissued or treasury stock of the Corporation, or of any additional stock to be issued by reason of any increase of the authorized capital stock of the Corporation, or to be issued from any unissued or additionally authorized stock, bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, but any such unissued or treasury stock, or any such additional authorized issue of new stock or securities convertible into stock, may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations, and upon such terms as the Board of Directors may, in its discretion, determine, without offering to the stockholders then of record on the same terms or any terms.

ARTICLE V

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

1. Provisions Relating to Board Composition . The number of directors constituting the Board of Directors shall initially be seven (7) as set forth in the Nomination Agreement. Pursuant to Section 141(d) of the DGCL, the directors shall be divided, with respect to the time for which they severally hold office, into three classes, which are hereby designated as Class I, Class II and Class III, respectively. The members of the initial Board of Directors shall be as set forth in and elected pursuant to the Joint Plan of Reorganization, which, as amended, was confirmed by the United States Bankruptcy Court for the district of Delaware on March 31, 2016 , as set forth in the Nomination Agreement . The term of office of (i) each initial Class I director shall expire at the first annual meeting of stockholders following the effective date of the Nomination Agreement, (ii) each initial Class II director shall expire at the second annual meeting of stockholders following the effective date of the Nomination Agreement and (iii) each initial Class III director shall expire at the third annual meeting of stockholders following the effective date of the Nomination Agreement. At each annual meeting of stockholders, directors elected to succeed those directors whose terms of office then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified or until his or her earlier death, retirement, resignation, disqualification or removal. Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election. No holder of Common Stock shall be entitled to cumulate his or her votes for the election of one or more directors or for any other purpose.

2. Vacancies . Subject to applicable law and the then-applicable terms of the Nomination Agreement, any vacancies on the Board of Directors for any reason and any newly created directorships resulting from any increase in the number of directors may be filled only by the Board of Directors acting by a majority of the remaining directors then in office, even if they constitute less than a quorum of the Board of Directors pursuant to the bylaws of the Corporation, or by a sole remaining director, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen or until their successors shall be elected and qualified, except that a director chosen to fill a newly created directorship position shall hold office until the next election of one or more directors by the stockholders. Unless otherwise provided herein, when one or more directors resign from the Board of Directors, effective at a future date, a majority of directors then in office shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Except as otherwise provided by applicable law, during a period between two successive annual meetings of stockholders, the Board of Directors may not fill more than two vacancies created by an increase in the number of directors.

3. Number . Subject to the then-applicable terms of the Nomination Agreement, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board of Directors. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent Director. So long as the Board of Directors is divided into three classes, any increase or decrease in the number of directors constituting the Board of Directors shall be apportioned among the classes so as to maintain at least one director in each class.

4. Removal of Directors . Subject to the then-applicable terms of the Nomination Agreement, any director may be removed at any time upon the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders in accordance with the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

5. Director Disqualification . A director who, at the time of taking office as a director, is an employee of the Corporation or any subsidiary of the Corporation (an “ Employee Director ”) shall cease to be qualified to serve as a director, and shall tender his or her resignation as director (which a majority of the Board of Directors may choose to waive this provision and have such director remain on the Board of Directors), if such person ceases to be an employee of the Corporation or any one of its subsidiaries, with the disqualification of such director and the effectiveness of such resignation to take place upon the earliest of (a) such director’s cessation of employment, (b) delivery by such Employee Director to the Corporation, or such subsidiary or subsidiaries, as the case may be, of a notice of resignation of employment or (c) delivery by the Corporation or one of its subsidiaries, as the case may be, to such Employee Director of a notice of termination of employment; provided, however, the foregoing provisions of this Section 5, including the disqualification and resignation provisions thereof, shall have no force and effect with respect to any Employee Director if the Board of Directors determines that they shall have no force and effect with respect to such Employee Director prior to the earliest of the occurrence of (a), (b) or (c) above.

ARTICLE VI

(a) The business and affairs of the Corporation shall be managed under the direction of the Board of Directors to the fullest extent permitted by Section 141(a) of the DGCL.

(b) Notwithstanding paragraph (a) of this Article VI and any other provision of this Certificate of Incorporation or the bylaws of the Corporation, at any time in which one or more Designated Directors (as defined in the Nomination Agreement) is serving on the Board of Directors, the Corporation shall not take any of the following actions if Consenting Noteholders (as defined in the Nomination Agreement) that are party to the Nomination Agreement and that hold in the aggregate at least 50% of the Corporation’s issued and outstanding shares of Common Stock object to such action in writing pursuant to the procedures set forth in paragraph (c) of this Article VI .

(i) The sale or other disposition of assets of the Corporation or any of its subsidiaries, in any single transaction or series of related transactions, with a fair market value in the aggregate in excess of $75,000,000, other than (i) any such sales or dispositions to or among the Corporation and its subsidiaries and (ii) the sale or disposition of hydrocarbons, accounts receivable, surplus or obsolete equipment (excluding the disposition of oil and gas in place and other interests in real property and volumetric production payments) in the ordinary course of business.

(ii) Any sale, recapitalization, liquidation, dissolution, winding up, bankruptcy event, reorganization, consolidation, or merger of the Corporation or any of its subsidiaries.

(iii) Issuing or repurchasing any shares of Common Stock or other equity securities (or securities convertible into or exercisable for equity securities) of the Corporation in an amount that is in the aggregate in excess of $5,000,000, other than (i) pursuant to employee benefit and incentive plans, (ii) the repurchase of capital stock deemed to occur upon the exercise of stock options or other equity awards to the extent such capital stock represents a portion of the exercise price of those stock options or other equity awards and any repurchase of capital stock made in lieu of or to satisfy withholding or similar taxes in connection with any exercise or exchange of stock options, warrants, equity incentives, other equity awards or other rights to acquire capital stock and (iii) the issuance of shares of Common Stock upon exercise of warrants pursuant to the Warrant Agreement dated on or about the date hereof between the Corporation and American Stock Transfer & Trust Company, LLC.

(iv) Incurring any indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another person or entity), in any single transaction or series of related transactions, that is in the aggregate in excess of $75,000,000, other than (i) any indebtedness incurred to refinance indebtedness issued for less than $75,000,000 (which such amount shall be calculated in the aggregate for any series of related transactions), (ii) intercompany indebtedness, (iii) hedging obligations in the ordinary course of business and not for speculative purposes and (iv) other indebtedness in respect of workers’ compensation claims, insurance contracts, self-insurance obligations, bankers’ acceptances, performance and surety bonds and other similar guarantees of obligations in the ordinary course of business.

(v) Entering into any proposed transaction or series of related transactions involving a Change of Control of the Corporation. For purposes of this provision, “Change of Control” shall mean any transaction resulting in any person or group (as such terms are defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquiring “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of more than 50% of the total outstanding equity interests of the Corporation (measured by voting power rather than number of shares) .

(vi) Entering into or consummating any material acquisition of businesses, companies or assets (whether through sales or leases) or joint ventures, in any single transaction or series of related transactions, in the aggregate in excess of $75,000,000.

(vii) Increasing or decreasing the size of the Board of Directors.

(viii) Amending this Certificate of Incorporation or the bylaws of the Corporation.

(ix) Entering into any arrangements or transactions with affiliates of the Corporation.

Notwithstanding anything to the contrary contained herein, the provisions of this paragraph (b) shall not (1) apply to the first resolutions adopted by the Board of Directors, including those by written consent if any; or (2) be deemed to eliminate or reduce any fiduciary duties a member of the Board of Directors may have to any stockholder or group of stockholders of the Corporation that may otherwise exist under the DGCL.

(c) To permit the Consenting Noteholders the right to review and possibly object to the items set forth in clauses (i) to (ix) of paragraph (b), the Consenting Noteholders and the Corporation shall take the following actions and follow the procedures set forth below:

(i) To permit the Corporation to provide notice of any resolution of the Board of Directors, the Consenting Noteholders shall provide the Secretary of the Corporation the names, contact information and share ownership of each of such Consenting Noteholders as of the date of the execution of this Certificate of Incorporation, which they shall update as necessary (including to account for any purchase or transfer of shares of Common Stock), it being understood that the Corporation will rely on any such information for purpose of complying with this Article VI and any action taken by the Corporation in furtherance of a resolution of the Board of Directors shall not be subject to challenge for failing to comply with paragraph (b) of this Article VI if the Corporation does not have correct or any such updated information regarding the Consenting Noteholders.

(ii) The Corporation shall provide notice to the Consenting Noteholders that are party to the Nomination Agreement prior to taking any of the above such actions, which such notice shall be given no later than two days after approval of such action by the Board of Directors and provide the Consenting Noteholders a minimum of two days to respond to such notice before such action is effected. The form of such notice shall initially be in general form, not contain any material non-public information (within the meaning of U.S. federal securities laws) and provide the Consenting Noteholders with the opportunity to opt-in and receive the necessary details of such action to make an informed decision in exercising their consent right contained in this Article VI (which after a Consenting Noteholders opts-in, may contain material non-public information).

(iii) To exercise the objection rights contemplated by this Article VI , Consenting Noteholders will be required to present to the Board of Directors reasonably satisfactory evidence of their share ownership.

Notwithstanding anything to the contrary contained herein: (i) it is understood that an action by the Board of Directors shall not be subject to additional notice periods and potential objections if notice of an action set forth in clauses (i) to (ix) of paragraph (b) of this Article VI has previously been given to the Consenting Noteholders, they did not object and the definitive terms of any such action or transaction have not changed in all material respects; and (ii) notwithstanding anything to the contrary contained herein, paragraph (b) and this paragraph (c) shall permanently terminate and no longer be of effect upon the Consenting Noteholders owning in the aggregate less than 50% of the Corporation’s issued and outstanding shares of Common Stock.

ARTICLE VII

Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE VIII

Special meetings of stockholders of the Corporation may be called only by the Chief Executive Officer, the Chairman of the Board or the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies. Stockholders may not call or request special meetings of stockholders of the Corporation.

ARTICLE IX

In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend, restate or repeal the bylaws of the Corporation. The bylaws of the Corporation shall not be altered, amended, restated or repealed by the stockholders of the Corporation except by the vote of holders of at least 66 ² / ₃ % in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class.

ARTICLE X

Notwithstanding any other provision of this Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law, this Certificate of Incorporation or the bylaws of the Corporation), the approval of a majority of the directors then in office and the affirmative vote of the holders of at least 66 ² / ₃ % in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Certificate of Incorporation.

Notwithstanding the foregoing, no amendment, alteration or repeal of Article XV shall adversely affect any right or protection existing under this Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employee thereunder in respect of any act or omission occurring prior to the time of such amendment.

ARTICLE XI

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such elimination or limitation of liability is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable for monetary damages as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further eliminates or limits the liability of a director.

The rights and authority conferred in this Article XI shall not be exclusive of any other rights that any person may otherwise have or hereafter acquire.

Any amendment, repeal or modification of this Article XI shall be prospective only and shall not affect any limitation of liability of a director for acts occurring or omissions prior to the date of such amendment, repeal or modification.

ARTICLE XII

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Corporation’s bylaws, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII .

ARTICLE XIII

The Corporation shall not be governed by or subject to the provisions of Section 203 of the DGCL as now in effect or hereafter amended, or any successor statute thereto.

ARTICLE XIV

The Corporation shall not issue nonvoting equity securities; provided, however the foregoing restriction shall (i) have no further force and effect beyond that required under Section 1123(a)(6) of Chapter 11 of Title 11 of the United States Code (the “ Bankruptcy Code ”), (ii) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Corporation, and (iii) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect. The prohibition on the issuance of nonvoting equity securities is included in this Certificate of Incorporation in compliance with Section 1123(a)(6) of the Bankruptcy Code.

ARTICLE XV

6. Indemnification .

(a) The Corporation (and any successor to the Corporation by merger or otherwise) shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) (other than a Proceeding by or in the right of the Corporation), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership (limited or general), joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person in connection with such action, suit or proceeding if the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Covered Person’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Clause (c) of this Article XV , the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors. On no account shall any amendment to applicable law as it presently exists or may hereafter be amended be deemed to limit or prohibit the right to indemnification in this Article XV for past actions or omissions of any Covered Person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment. Persons who are not directors or officers of the Corporation and are not serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors.

(b) The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be finally determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified under this Article XV or otherwise.

(c) If a claim for indemnification under this Article XV (following the final disposition of such Proceeding) is not paid in full within sixty (60) days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Article XV is not paid in full within thirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

(d) The rights conferred on any Covered Person by this Article XV shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

(e) This Article XV shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(f) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Article XV , may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated. The Corporation hereby acknowledges and agrees that (i) the Corporation shall be the indemnitor of first resort with respect to any Proceeding, expense, liability or matter that is the subject of this Article XV , (ii) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a Proceeding, expense, liability or matter that is the subject of this Article XV , whether created by law, organizational or constituent documents, contract or otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any Proceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated or insurer of any such person, and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.

(g) Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Certificate of Incorporation after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or Proceeding for which indemnification or advancement of expenses is sought.

7. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article XV .

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation as of this 22nd day of April, 2016.

SWIFT ENERGY COMPANY


By:	/s/ Terry E. Swift


Name:	Terry E. Swift


Title:	Chief Executive Officer

BYLAWS
OF
SWIFT ENERGY COMPANY

Incorporated under the Laws of the State of Delaware

Date of Adoption: April 22, 2016

ARTICLE I OFFICES AND RECORDS

Section 1.1 Registered Office . The registered office of Swift Energy Company (the “ Corporation ”) in the State of Delaware shall be located at 1675 South State St, Suite B, Dover, Delaware 19901, and the name of the Corporation’s registered agent at such address is Capitol Services, Inc. The registered office and registered agent of the Corporation may be changed from time to time by the board of directors of the Corporation (the “ Board ”) in the manner provided by law.

Section 1.2 Other Offices . The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may from time to time require.

Section 1.3 Books and Records . The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board.

ARTICLE II
STOCKHOLDERS

Section 2.1 Annual Meeting . If required by applicable law, an annual meeting of the stockholders of the Corporation for the election of directors shall be held at such date, time and place, if any, either within or without the State of Delaware, as may be fixed by resolution of the Board. Any other proper business may be transacted at the annual meeting. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

Section 2.2 Special Meeting . Special meetings of stockholders of the Corporation may be called only by the Chief Executive Officer, the Chairman of the Board or the Board pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies. The stockholders of the Corporation do not have the power to call a special meeting of stockholders of the Corporation. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of the stockholders.

Section 2.3 Record Date .

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such

determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting and to notice of the adjourned meeting as set forth in Section 2.7(B) .

(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 2.4 Stockholder List . The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders ( provided , however , if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network ( provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders.

Section 2.5 Place of Meeting . The Board, the Chairman of the Board or the Chief Executive Officer, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders called by the Board, the Chairman of the Board or the Chief Executive Officer. If no designation is so made and the meeting is not designated to be held by means of remote communication, the place of meeting shall be the principal executive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the General Corporation Law of the State of Delaware (the “ Delaware General Corporation Law ”) and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders held at a place or by means of remote communications, and, notwithstanding the foregoing, may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 2.6 Notice of Meeting . Except as otherwise provided by law, notice, stating the place, if any, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting, in a manner pursuant to Section 7.6 hereof, to each stockholder of record entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. The notice shall specify (A) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (B) the place, if any, date and time of such meeting, (C) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, (D) in the case of a special meeting, the purpose or purposes for which such meeting is called and (E) such other information as may be required by law or as may be deemed appropriate by the Board, the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the Delaware General Corporation Law. Such notice by electronic transmission shall be deemed given at such time as provided by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been stated in the notice of meeting. Meetings may be held without notice if notice is waived in accordance with Section 7.4 of these Bylaws.

Section 2.7 Quorum and Adjournment of Meetings .

(A) Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “ Certificate of Incorporation ”), the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote at the meeting (the “ Voting Stock ”), present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class or series, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chairperson of the meeting or, if directed by the chairperson of the meeting, a majority of the shares so represented, may adjourn the meeting from time to time, whether or not there is such a quorum. Abstentions shall be treated as present for purposes of determining the presence or absence of a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

(B) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place or by remote communication, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the

adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 2.8 Proxies . At all meetings of stockholders, a stockholder or such stockholder’s duly authorized attorney-in-fact may authorize another person or persons to vote for such stockholder by a proxy executed in writing (or in such other manner prescribed by the Delaware General Corporation Law). Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created to authorize such other person or persons to vote by proxy may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy may be voted or acted upon after the expiration of three (3) years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and such proxy actually is irrevocable under applicable law. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.

Section 2.9 Notice of Stockholder Business and Nominations .

(A) Annual Meetings of Stockholders .

(1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) subject to the then-applicable terms of the Director Nomination Agreement, among the Corporation and certain of its stockholders, dated as of April 22, 2016 (as may be amended from time to time, the “ Nomination Agreement ”), by or at the direction of the Board or any duly authorized committee thereof or (c) subject to the then-applicable terms of the Nomination Agreement, by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in these Bylaws as to such business or nomination; clause 1(c) of this Section 2.9(A) shall be the exclusive means for a stockholder to make nominations or submit other business before an annual meeting of the stockholders (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)).

(2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(1)(c) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for stockholder action under the Delaware General Corporation Law. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day and not later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting (which anniversary, in the case of the first annual meeting of stockholders following the date of the adoption of these Bylaws, shall be deemed to be May 1, 2017); provided , however , that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual

meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) or Section 2.9(B) ) to the Secretary must:

(a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “ Derivative Instrument ”), directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a “short interest” in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) to which such stockholder is entitled based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to whether such stockholder or any such beneficial owner intends or is part of a group that intends to (x) deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or to elect each such nominee or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination. The information required under clauses (a)(i) and (ii) of the preceding sentence of this Section 2.9(A)(2)(a) shall be supplemented by such stockholder and any such beneficial owner not later than ten (10) days after the record date for notice of the meeting to disclose such information as of such record date;

(b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (ii) the

text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment) and (iii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) with respect to each nominee for election or reelection to the Board, include a completed and signed questionnaire, representation and agreement required by Section 2.9(A)(5) of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of Section 2.9(A)(2) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board at the annual meeting is increased after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 2.9 and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(4) The foregoing notice requirements of this Section 2.9(A) shall be deemed satisfied by a stockholder with respect to business other than a nomination if such stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with the applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(5) To be eligible to be a nominee for election or reelection as a director of the Corporation, a proposed nominee must deliver (in accordance with the time periods prescribed for delivery

of notice under Section 2.9(A)(2) of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “ Voting Commitment ”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(6) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 2.9(A)(2) shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven (7) business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date) any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(B) Special Meetings of Stockholders .

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (1) by or at the direction of the Board or any duly authorized committee thereof or (2) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (a) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (b) is entitled to vote at the meeting, and (c) complies with the notice procedures set forth in Section 2.9 of these Bylaws. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.9(A)(2) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9(A)(5) of these Bylaws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day

following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with applicable law and the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with applicable law or these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of these Bylaws, “ public announcement ” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided , however , that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A)(1)(c) or 2.9(B) of these Bylaws and compliance with paragraphs (A)(1)(c) and (B) of this Section 2.9 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in paragraph (A)(4), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in these Bylaws shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of Common Stock to elect directors if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

(4) The Corporation may require any proposed stockholder nominee for director to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(5) Notwithstanding the foregoing provisions of this Section 2.9 , unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.9 , to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as

proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Section 2.10 Conduct of Business .

(A) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by a chairperson designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

(B) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of the meeting shall have the right and authority to convene and (for any or no reason) recess and/or adjourn the meeting, and prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (1) the establishment of an agenda or order of business for the meeting; (2) rules and procedures for maintaining order at the meeting and the safety of those present; (3) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (4) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (5) limitations on the time allotted to questions or comments by participants. The chairperson of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.11 Procedure for Election of Directors; Required Vote . At any meeting at which directors are to be elected, so long as a quorum is present, the directors shall be elected by a plurality of the votes validly cast in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Except as otherwise provided by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

Section 2.12 Treasury Stock . The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it or any other corporation, if a majority of shares entitled to vote in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will not be counted for quorum purposes; provided , however , that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a fiduciary capacity.

Section 2.13 Inspectors of Elections; Opening and Closing the Polls . At any meeting at which a vote is taken by ballots, the Board by resolution may, and when required by law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by law, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1 General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board. The directors shall act only as a Board, and the individual directors shall have no power as such.

Section 3.2 Number, Tenure and Qualifications . The number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the Board. The term of office of directors shall be as set forth in the Certificate of Incorporation. Directors need not be stockholders.

Section 3.3 Chairman of the Board . With the exception of the first meeting of the Board, the Chairman of the Board shall preside at all meetings of the stockholders and of the Board. In the absence of a designated Chairman of the Board, the Chief Executive Officer shall serve as Chairman of the Board until such time as a Chairman of the Board is appointed. The Chairman of the Board shall be elected from the Board of Directors by a majority vote of the Board of Directors. The Chairman of the Board shall perform all duties incidental to his or her position which may be required by law and all such other duties as are properly required of him or her by the Board.

Section 3.1 Regular Meetings . Subject to Section 3.6 , regular meetings of the Board shall be held on such dates, and at such times and places, if any, or by remote communication, as are determined from time to time by resolution of the Board.

Section 3.2 Special Meetings . Special meetings of the Board shall be called only at the request of the Chairman of the Board, the Chief Executive Officer, or the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies. The person or persons authorized to call special meetings of the Board may fix the place, if any, and time of the meetings. Any business may be conducted at a special meeting of the Board.

Section 3.3 Notice . Notice of any meeting of directors shall be given to each director at his or her business or residence in writing by hand delivery, first-class or overnight mail or courier service, or facsimile transmission, electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least twenty-four (24) hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least

twenty-four (24) hours prior to the time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1 . A meeting may be held at any time without notice if notice is waived in accordance with Section 7.4 of these Bylaws.

Section 3.4 Action by Unanimous Written Consent of Board . Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of Delaware.

Section 3.5 Conference Telephone Meetings . Members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.6 Quorum . Subject to Section 3.10 , a number of directors equal to at least a majority of the Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice unless (A) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.6 of these Bylaws shall be given to each director, or (B) the meeting is adjourned for more than twenty-four (24) hours, in which case the notice referred to in clause (A) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.7 Vacancies . Subject to applicable law and the then-applicable terms of the Nomination Agreement, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, retirement, resignation, disqualification or removal of any director or from any other cause may only be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

Section 3.8 Removal . The removal of directors shall be as set forth in the Certificate of Incorporation.

Section 3.9 Records . The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

Section 3.10 Compensation . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses. The Corporation will cause each director serving on the Board to be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him or her in connection with such service.

Section 3.11 Regulations . To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate.

ARTICLE IV COMMITTEES

Section 4.1 Designation; Powers . The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 4.2 Procedure; Meetings; Quorum . Any committee designated pursuant to Section 4.1 shall choose its own chairperson by a majority vote of the members then in attendance in the event that the chairperson has not been selected by the Board, shall keep regular minutes of its proceedings and report the same to the Board when requested, and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or any such charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter or other rules and regulations adopted by the Board.

Section 4.3 Substitution of Members . The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

ARTICLE V OFFICERS

Section 5.1 Officers . The officers of the Corporation shall be a Chief Executive Officer, a Secretary and such other officers as the Board from time to time may deem proper. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chief Executive Officer may, in accordance with Section 5.2 of these Bylaws, appoint, such other officers (including one or more Vice Presidents and Assistant Secretaries) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or the Chief Executive Officer, as the case may be.

Section 5.2 Election and Term of Office . The officers of the Corporation shall be elected or appointed from time to time by the Board. The Board from time to time may also delegate to the Chief Executive Officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any action by an appointing officer may be superseded by action by the Board. Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or until he or she shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an officer or agent elected or appointed by the Board or Chief Executive Officer. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

Section 5.3 Chief Executive Officer . The Chief Executive Officer shall act in a general executive capacity in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board unless the Nominating and Strategy Committee appoints another director to act as interim Chairman of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation.

Section 5.4 President . The President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Board.

Section 5.5 Executive Vice Presidents, Senior Vice Presidents and Vice Presidents . Each Executive Vice President, Senior Vice President and Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her from time to time by the Board, the Chairman of the Board or the Chief Executive Officer.

Section 5.6 Secretary . The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; he or she shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he or she shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the Chairman of the Board or the Chief Executive Officer.

Section 5.7 Vacancies . A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chairman of the Board or the Chief Executive Officer because of death, resignation, or removal may be filled by the Chairman of the Board or the Chief Executive Officer.

Section 5.8 Action with Respect to Securities of Other Entities . Unless otherwise directed by the Board, the Chief Executive Officer shall have power to waive notice, vote, consent and otherwise act on behalf of the Corporation, in person or may appoint any person or persons to act as proxy or attorney-in-fact for the Corporation (with or without power of substitution), at any meeting of security holders of or with respect to any action of security holders of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other entity.

Section 5.9 Delegation . The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

ARTICLE VI STOCK CERTIFICATES AND TRANSFERS

Section 6.1 Stock Certificates and Transfers . The shares of the Corporation shall not be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be certificated shares. The issuance and transfer of shares of the stock of the Corporation shall be entered in and recorded on the books of the Corporation at the time of such issuance or transfer, as the case may be. In connection therewith, the date of any such issuance or transfer, the holder’s name, the number of shares, the certificate(s), if any, representing such shares and in the case of cancellation of any such certificate, the date of cancellation, shall be entered in and recorded on the books of the Corporation. Shares of stock of the Corporation shall be transferable in the manner prescribed by law, the Certificate of Incorporation and these Bylaws. Subject to applicable law and the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his or her duly authorized attorney, (i) upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form or (ii) upon surrender for cancellation of any certificates for at least the same number of shares, with an assignment and power of transfer endorsed on any such certificates or attached to any such certificates, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require, at which time the Corporation shall record the transaction upon its books and issue a new certificate to the person entitled thereto (if the stock is then represented by certificates) and cancel any old certificate.

Subject to applicable law, each certificate representing shares of stock shall be signed, countersigned and registered in such manner as the Board may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 6.2 Lost, Stolen or Destroyed Certificates . No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any financial officer may in its or his or her discretion require.

Section 6.3 Ownership of Shares . The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 6.4 Regulations Regarding Certificates . The Board shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the Delaware General Corporation Law.

ARTICLE VII MISCELLANEOUS PROVISIONS

Section 7.1 Fiscal Year . The fiscal year of the Corporation shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of each year.

Section 7.2 Dividends . Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of capital stock, which dividends may be paid in either cash, property or shares of capital stock of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 7.3 Seal . The Corporation may adopt a corporate seal.

Section 7.4 Waiver of Notice . Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing or by electronic transmission, by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.5 Resignations . Any director or any officer, whether elected or appointed, may resign at any time only by giving written notice, including by electronic transmission, of such resignation to the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Secretary, or at such later time (including a later time determined upon the happening of an event or events) as is specified therein. No formal action shall be required of the Board or the stockholders to make any such resignation effective.

Section 7.6 Notices . Except as otherwise specifically provided herein (including Section 3.6 hereof) or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or by facsimile or other electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the Delaware General Corporation Law. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively, notice to any stockholder shall be deemed given: (A) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (C) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; (D) if by any other form of electronic transmission, when directed to the stockholder; and (E) if by mail, when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 7.7 Facsimile Signatures . In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.

Section 7.8 Time Periods . In applying any provision of these Bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 7.9 Reliance Upon Books, Reports and Records . Each director, each member of any committee designated by the Board, and, to the fullest extent permitted by law, each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.10 Nonvoting Equity Securities. The Corporation shall not issue nonvoting equity securities; provided, however the foregoing restriction shall (i) have no further force and effect beyond that required under Section 1123(a)(6) of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), (ii) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Corporation, and (iii) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect. The prohibition on the issuance of nonvoting equity securities is included in these Bylaws in compliance with Section 1123(a)(6) of the Bankruptcy Code.

ARTICLE VIII
AMENDMENTS

Section 8.1 Amendments . Subject to the provisions of the Certificate of Incorporation, these Bylaws may be amended, altered, restated or repealed (A) by resolution adopted by a majority of the directors present at any special or regular meeting of the Board at which a quorum is present if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of

notice of such meeting or (B) at any regular or special meeting of the stockholders upon the affirmative vote of at least 66 ² / ₃ % in voting power of the outstanding shares of the Corporation entitled to vote thereon if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

SWIFT ENERGY COMPANY

2016 EQUITY INCENTIVE PLAN

ARTICLE I
PURPOSE

Purpose of the Plan . The Plan shall be known as the Swift Energy Company 2016 Equity Incentive Plan (the “ Plan ”). The Plan is intended to further the growth and profitability of Swift Energy Company (the “ Company ”) by increasing incentives and encouraging Share ownership on the part of certain Employees, officers, non-employee directors, consultants and independent contractors of the Company and its Subsidiaries. The Plan is intended to permit the grant of Awards that constitute Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Cash Incentive Awards and Performance Awards including any combination of the above.

ARTICLE II
DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“ Affiliate ” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) directly or indirectly controlled by the Company.

“ Articles ” means the Company’s Certificate of Incorporation, as may be amended, supplemented or restated from time to time.

“ Award ” means, individually or collectively, a grant under the Plan of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Cash Incentive Awards, Performance Awards and other awards granted pursuant to Article XI.

“ Award Agreement ” means the written agreement approved by the Committee setting forth the terms and conditions of an Award, with respect to the Emergence Option Awards, the forms of Non-Qualified Stock Option Agreement – Emergence Grant (Type I) and Non-Qualified Stock Option Agreement – Emergence Grant (Type II), attached hereto as Exhibits A-I and A-II and made a part of this Plan (the “ Emergence Option Agreements ”) and with respect to the forms of Emergence RSU Awards, the Restricted Stock Unit Agreement – Emergence Grant (Type I) and the Restricted Stock Unit Agreement – Emergence Grant (Type II), attached hereto as Exhibits B-I and B-II , and made a part of this Plan (the “ Emergence RSU Agreements ”).

“ Base Price ” means the price at which an SAR may be exercised with respect to a Share.

“ Board ” means the Company’s Board of Directors, as constituted from time to time.

“ Cash Incentive Award ” means a cash award granted pursuant to Article X of this Plan.

“ Cause ” means, except as otherwise defined in a particular Award Agreement, with respect to a Participant’s Termination from and after the date hereof, the following:

(a) in the case where there is no employment agreement, consulting agreement, change in control agreement, severance agreement or agreement similar to any of the foregoing in effect between the Company or an Affiliate and the Participant (or where there is such an agreement but it does not define “cause” (or words of like import)), Termination due to: (i) a failure by Participant to perform substantial job functions that continues after written notice to the Participant from the Company and that is not cured within fifteen (15) days following such notice; (ii) a commission of fraud or material dishonesty in performance of Participant’s duties against the Company, its Subsidiaries, Affiliates or customers; (iii) conviction of, or plea of guilty or nolo contendere to, a felony; (iv) a malfeasance or misconduct by Participant in performance of Participant’s duties or any wrongful act or omission (other than in the good faith performance of duties) that is materially injurious to the financial condition or business reputation of the Company; (v) a material breach of a confidentiality covenant that is not cured within thirty (30) days following a notice from the Company; (vi) a material breach of a non-disparagement covenant that is not cured within thirty (30) days following a notice from the Company; (vii) Participant’s breach of a non-compete or non-solicitation covenant to which the Participant is subject; or (viii) a material breach or a material violation of the Company’s code of conduct or any other material policy; or

(b) in the case where there is an employment agreement, consulting agreement, change in control agreement, severance agreement or agreement similar to any of the foregoing in effect between the Company or an Affiliate and the Participant that defines “cause” (or words of like import), “cause” as defined under such agreement; provided , however , that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of service as a Director, “cause” shall mean an act or failure to act that constitutes cause for removal of a Director of the Board under applicable law.

“ Change in Control ” means the occurrence of any one or more of the following events that occurs after the Emergence Date:

(a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) (other than (A) an Excluded Person, (B) the Company, (C) any trustee or other fiduciary holding securities under any employee benefit plan of the Company, (D) any company or entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of common stock of the Company or (E) pursuant to an Exempt Transaction), becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the

Company representing more than 50% of the combined voting power of the Company’s then outstanding Voting Securities;

(b) the consummation of a merger, reorganization or consolidation of the Company with another Person, other than an Exempt Transaction;

(c) the consummation of a sale, disposition or other change in ownership of assets of the Company and/or any of its direct and indirect subsidiaries having a value (with “value” of such assets defined, for this purpose, as either (1) the value of the assets of the Company and/or any of its direct and indirect subsidiaries or (2) the value of the assets being disposed of, in each case, as determined without regard to any liabilities associated with such assets) constituting at least 50% of the total gross fair market value of all of the assets of the Company and its direct and indirect subsidiaries (on a consolidated basis), (with “gross fair market value” of such assets determined without regard to any liabilities associated with such assets), immediately prior to such transaction to a Person or Persons (other than an Excluded Person) in one or a series of related transactions; or

(d) the consummation of a transaction that implements in whole or in part a resolution of the stockholders of the Company authorizing a complete liquidation or dissolution of the Company.

For the sake of clarity, a Change in Control will not be deemed to have occurred if an Excluded Person has the ability to appoint a majority of the Board or any parent entity.

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to a particular Award, any of the foregoing events shall constitute a “Change in Control” only if such event is also a “change in control event” within the meaning of Section 409A of the Code.

“ Code ” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation or other guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“ Committee ” means the committee, as described in Article III, appointed by the Board from time to time to administer the Plan and to perform the functions set forth herein.

“ Covered Employee ” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

“ Director ” means a member of the Board.

“ Disability ” means, except as otherwise defined in a particular Award Agreement:

(a) in the case where there is no employment agreement, consulting agreement, change in control agreement, severance agreement or agreement similar to any of the foregoing

in effect between the Company or an Affiliate and the Participant (or when there is such an agreement but it does not define “disability” (or words of like import), a Participant’s inability to perform his duties due to a mental or physical impairment for (i) 90 consecutive days or (ii) 180 days out of any 365-day period, which in either case, for purposes of this Plan and any Award granted to the Participant, shall only be deemed to occur following the written determination by the Committee of any such occurrence of Disability; provided , further , that, notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code; or

(b) in the case where there is an employment agreement, consulting agreement, change in control agreement, severance agreement or agreement similar to any of the foregoing in effect between the Company or an Affiliate and the Participant that defines “disability” (or words of like import), “disability” as defined under such agreement; provided , however , that with regard to any agreement under which the definition of “disability” only applies on occurrence of a change in control, such definition of “disability” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.

“ Eligible Individual ” means any of the following individuals who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein: (a) any non-employee director, officer, (b) consultant, independent contractor and in the case of either of the foregoing, provides services to the Company or a Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”), or (c) Employee of the Company or a Subsidiary of the Company or (d) any individual to whom the Company, or a Subsidiary of the Company, has extended a formal offer of employment, so long as the grant of any Award shall not become effective until the individual commences employment.

“ Emergence Date ” means the date that the Company consummates its Chapter 11 plan of reorganization.

“ Employee ” means an employee of the Company or a Subsidiary. Notwithstanding anything to the contrary contained herein, the Committee may grant Awards to an individual who has been extended an offer of employment by the Company or a Subsidiary; provided that any such Award shall be subject to forfeiture if such individual does not commence employment by a date established by the Committee; and provided further that the Grant Date for such Award shall be no earlier than the date the individual commences such employment and such individual has agreed to commence service within ninety (90) days of such offer.

“ Excluded Person ” means any fund or account of any subsidiary thereof controlled or managed (as investment manager, investment adviser or equivalent) directly or indirectly by Strategic Value Partners, LLC or its affiliates, excluding any operating portfolio companies of the foregoing funds or accounts.

“ Exempt Transaction ” means a transaction or series of transactions in which the holders of the Voting Securities of the Company outstanding immediately prior thereto, continue to retain or

represent, directly or indirectly, (either by remaining outstanding or by being converted into Voting Securities of the surviving entity), more than 50% of the combined voting power of the Voting Securities of the Company, such surviving entity or any ultimate parent thereof outstanding immediately following such transaction or series of transactions.

“ Exercise Price ” means the price at which a Share subject to an Option may be purchased upon the exercise of the Option.

“ Fair Market Value ” means, except as otherwise specified in a particular Award Agreement, (a) while the Shares are readily traded on an established national or regional securities exchange, the closing sale price of such a Share as reported by the principal exchange on which such Shares are traded on the date as of which such value is being determined or, if there were no reported transaction for such date, the closing sale price as reported by exchange for the immediately preceding date for which a transaction was reported, (b) if the Shares are not readily traded on an established national or regional securities exchange, then the average of the bid and ask prices for such a Share on the date as of which such value is being determined, or (c) if Fair Market Value cannot be determined under clause (a) or clause (b) above, or if the Board determines in its sole discretion that the Shares are too thinly traded for Fair Market Value to be determined pursuant to clause (a) or clause (b), the value as determined by the Board, in good faith without taking into account minority interest, lack of liquidity or similar discounts; provided the method for determining such fair market value is stated in the particular Award Agreement and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

“ Good Reason ” means, except as otherwise defined in a particular Award Agreement, in the case where there is an employment agreement, change in control agreement, severance agreement or agreement similar to any of the foregoing in effect between the Company or an Affiliate and the Participant that defines “good reason” (or words of like import), “good reason” as defined under such agreement; provided , however , that with regard to any agreement under which the definition of “good reason” only applies on occurrence of a change in control, such definition of “good reason” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter.

“ Grant Date ” means the date specified by the Committee on which a Grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Cash Incentive Awards, Performance Awards or other awards granted pursuant to Article XI will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

“ Immediate Family ” means the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brothers and half-sisters), in-laws (including all such relationships arising because of legal adoption) and any other person required under applicable law to be accorded a status identical to any of the foregoing.

“ Incentive Stock Option ” means Options that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

“ Non-Qualified Stock Option ” means an Option that is not an Incentive Stock Option.

“ Option ” means an option to purchase Shares granted pursuant to Article VII.

“ Participant ” means an Eligible Individual to whom an Award has been granted and remains outstanding.

“ Performance Award ” means an Award granted to a Participant pursuant to Article X hereof contingent upon achieving certain Performance Goals.

“ Performance Goals ” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable, as specified in Section 10.2 of this Plan.

“ Performance Period ” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate and are to be achieved.

“ Period of Restriction ” means the period during which Awards are subject to forfeiture and/or restrictions on transferability, as provided in Article VIII of this Plan.

“ Person ” has the meaning set forth in clause (a) of the Change in Control definition.

“ Qualified Performance-Based Award ” means any Cash Incentive Award or award of Performance Award, Restricted Stock, Restricted Stock Unit or other awards contemplated under Article XI of this Plan or portion of such award to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.

“ Restricted Stock ” means an Award granted pursuant to Article VIII under which the Shares are subject to forfeiture upon such terms and conditions as specified in the relevant Award Agreement.

“ Restricted Stock Unit ” or “ RSU ” means an Award granted pursuant to Article VIII subject to a period or periods of time after which the Participant will receive Shares, cash or a combination thereof if the conditions contained in such Stock Award have been met.

“ Share ” means the share of the Company’s common stock, or any security issued by the Company or any successor in exchange or in substitution therefore.

“ Spread ” means, in the case of an SAR or an Option, the aggregate difference between the Fair Market Value of all the Shares subject to such SAR or Option and the aggregate Base Price or Exercise Price of such SAR or Option, as applicable.

“ Stock Appreciation Right ” or “ SAR ” means an Award granted pursuant to Article IX, granted alone or in tandem with a related Option which is designated by the Committee as an SAR.

“ Stock Award ” means an Award of Restricted Stock or an RSU pursuant to Article VIII.

“ Stockholder ” means an individual or entity that owns one or more Shares.

“ Subsidiary ” means a corporation, company or other entity (i) at least fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or

other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, or unincorporated association), but at least fifty percent (50%) of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided , however , that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which, at the time, the Company owns or controls, directly or indirectly, at least fifty percent (50%) of the total combined Voting Power represented by all classes of stock issued by such corporation.

“ Termination ” means (i) in the case of a person who was an Employee on the date of grant of an Award: (a) a termination of employment of the Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be a Subsidiary, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Subsidiary at the time the entity ceases to be a Subsidiary; (ii) in the case of a person who was a consultant or independent contractor on the Grant Date of an Award, that person has ceased to be a consultant or independent contractor of the Company or a Subsidiary; or (iii) in the case of a person who was solely a Director on the date of grant of an Award, that individual Director has ceased to be a member of the Board. Notwithstanding the foregoing, the Committee may, in its sole discretion, otherwise define Termination in a particular Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination thereafter; provided , further that for Awards that are considered to be “deferred compensation” within the meaning of Section 409A of the Code and that are settled or distributed upon a “Termination,” the foregoing definition shall only apply to the extent the applicable event would also constitute a “separation from service” under Code Section 409A.

“ Transfer ” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in a Person) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

“ Voting Securities ” means securities entitled to vote generally in the election of Directors.

ARTICLE III
ADMINISTRATION

3.1 The Committee . The Plan shall be administered by the Committee. The Committee shall consist of two (2) or more members of the Board.

3.2 Authority and Action of the Committee . It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the full and final authority in its discretion to (a) determine which Eligible Individuals shall be eligible to receive Awards and to grant Awards, (b) prescribe the form, amount, timing and other terms and conditions of each Award, (c) interpret the Plan and the Award Agreements (and any

other instrument relating to the Plan), (d) adopt such procedures as it deems necessary or appropriate to permit participation in the Plan by Eligible Individuals, (e) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of the Plan, (f) interpret, amend or revoke any such procedures or rules, (g) correct any technical defect(s) or technical omission(s), or reconcile any technical inconsistency(ies), in the Plan and/or any Award Agreement, (h) accelerate the vesting of any Award, (i) extend the period during which an Option or SAR may be exercisable in compliance with Section 409A of the Code, (j) impose “black out” or other periods during which an Option or SAR may be exercised and (k) make all other decisions and determinations that may be required pursuant to the Plan and/or any Award Agreement or as the Committee deems necessary or advisable to administer the Plan. Notwithstanding the foregoing, in the event any Participant is a member of the Committee, such Participant cannot participate in or vote with respect to any matter which will affect the Participant’s Awards or rights under the Plan.

The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting. A majority of the Committee shall constitute a quorum. The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any Employee of the Company or any of its Subsidiaries or Affiliates, the Company’s independent certified public accountants or any executive compensation consultant or other professional retained by the Company or the Committee to assist in the administration of the Plan.

The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee, by execution of written agreements and/or other instruments in such form as is approved by the Committee.

3.3 Delegation by the Committee .

3.3.1 The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to a subcommittee thereof; provided , however , that the Committee may not delegate its authority or power if prohibited by applicable law.

3.3.2 The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company.

3.3.3 To the extent permitted by law, the Committee may delegate to one or more of its members or to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by resolution, authorize one or more officers

of the Company to do one or both of the following on the same basis as the Committee: (a) designate employees to be recipients of awards under this Plan; and (b) determine the size of any such awards; provided , however , that (i) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act, or any Covered Employee; (ii) the resolution providing for such authorization sets forth the total number of Shares such officer(s) may grant; and (iii) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

3.4 Indemnification . Each person who is or shall have been a member of the Committee, or of the Board and any person designated pursuant to Section 3.3.1, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any good faith action taken or good faith failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

3.5 Decisions Binding . All good faith determinations, decisions and interpretations of the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan or any Award Agreement shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

ARTICLE IV
SHARES AVAILABLE UNDER THE PLAN

4.1 Maximum Number of Shares .

4.1.1 Subject to adjustment as provided in Section 4.3, the number of Shares available for delivery pursuant to (a) Options or SARs, (b) Restricted Stock, (c) Restricted Stock Units, (d) Performance Awards, and (e) awards contemplated by Article XI of this Plan granted under the Plan shall be, in the aggregate, 582,011 Shares. Shares awarded under the Plan may be authorized but unissued Shares, authorized and issued Shares reacquired and held as treasury Shares or a combination thereof. Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary or Affiliate shall not reduce the Shares available for grants of Awards under this Section 4.1. The aggregate number of Shares available under this Section 4.1 will be reduced by one Share for every Share subject to an award granted under this Plan.

4.1.2 238,096 (i.e., forty and nine tenths percent (40.9%)) of the Shares reserved for issuance hereunder shall, in the aggregate, be granted by the Committee to certain Employees of the Company or any Subsidiary (the “ Emergence Pool ” and any such Awards the “ Emergence Awards ”) on the Emergence Date or as soon as administratively practicable after the Emergence Date, but in no event later than five (5) days following such Emergence Date; provided , that (i) 105,821 Shares (i.e., forty-four and four tenths percent (44.4%)) of the Emergence Pool shall be granted in the form of Options (the “ Emergence Option Awards ”), in accordance with the terms and conditions set forth in the Emergence Option Agreements to such Employees and in such amounts specified on the Emergence Pool Grant Allocation schedule, attached hereto as Exhibit C and made a part of this Plan, and (ii) 132,275 Shares (i.e., fifty-five and six tenths percent (55.6%)) of the Emergence Pool shall be granted in the form of RSUs hereto (the “ Emergence RSU Awards ”), in accordance with the terms and conditions set forth in the Emergence RSU Agreements to such Employees and in such amounts specified on the Emergence Pool Grant Allocation schedule, attached hereto as Exhibit C and made a part of this Plan.

4.2 Lapsed Awards .

4.2.1 To the extent that Shares subject to an outstanding Option (except to the extent Shares are issued or delivered by the Company in connection with the exercise of a tandem SAR) or other Award are not issued or delivered by reason of (i) the expiration, cancellation, forfeiture or other termination of such Award, or (ii) of the settlement of all or a portion of such Award in cash, then such Shares shall again be available under Section 4.1 of this Plan.

4.2.2 Notwithstanding anything to the contrary contained herein: (a) Shares withheld by the Company in payment of the Exercise Price of an Option will not be added back to the aggregate number of Shares available under Section 4.1 above; (b) Shares tendered or otherwise used in payment of the Exercise Price of an Option will not be added to the aggregate number of Shares available under Section 4.1 above; (c) Shares withheld by the Company or tendered or otherwise used to satisfy a tax withholding obligation will not be added (or added back, as applicable) to the aggregate number of Shares available under Section 4.1 above; (d) Shares subject to an SAR that are not actually issued in connection with its Shares settlement on exercise thereof will not be added back to the aggregate number of Shares available under Section 4.1 above; and (e) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options will not be added to the aggregate number of Shares available under Section 4.1 above.

4.3 Changes in Capital Structure . In the event that any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, Change in Control or exchange of Shares or other securities of the Company, or other corporate transaction or event (each a “ Corporate Event ”) affects the Shares, the Board shall, in its sole discretion, in such manner as it in good faith deems equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of

rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, adjust any or all of (x) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards (or other awards pursuant to Article XI of this Plan) may be granted, (y) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards (or other awards pursuant to Article XI of this Plan), and (z) the Exercise Price or Base Price with respect to any Award (or other award pursuant to Article XI of this Plan), or make provision for an immediate cash payment to the holder of an outstanding Award (or other award pursuant to Article XI of this Plan) in consideration for the cancellation of such Award (or other award pursuant to Article XI of this Plan). Any such adjustments pursuant to this Section 4.3 will not be considered an amendment to this Plan.

4.3.1 If the Company enters into or is involved in any Corporate Event, the Board shall, prior to such Corporate Event and upon such Corporate Event, take such action as it deems appropriate, including, but not limited to, replacing Awards with substitute awards in respect of the Shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of Shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Awards granted hereunder as of the date of the consummation of the Corporate Event. Notwithstanding anything to the contrary in the Plan, if a Change in Control occurs, with respect to clauses (a), (b) and (c) of such definition only, the Company shall have the right, but not the obligation, to cancel each Participant’s Awards immediately prior to such Change in Control and to pay to each affected Participant in connection with the cancellation of such Participant’s Awards, an amount that the Committee, in its sole discretion, in good faith determines to be the equivalent value of such Award in a manner that complies with Section 409A of the Code (e.g., in the case of an Option or SAR, the amount of the Spread), it being understood that the equivalent value of an Option or SAR with an exercise price greater than or equal to the Fair Market Value of the underlying Shares shall be $0.

4.3.2 Upon receipt by any affected Participant of any such substitute awards (or payment) as a result of any such Corporate Event, such Participant’s affected Awards for which such substitute awards (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant. Any actions or determinations of the Committee under this Section 4.3 need not be uniform as to all outstanding Awards, nor treat all Participants identically.

4.3.3 In addition, for each Option or Stock Appreciation Right with an Exercise Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option or Stock Appreciation Right without any payment to the person holding such Option or Stock Appreciation Right. The Committee shall also make or provide for such adjustments in the numbers of shares specified in Article IV of this Plan as the Committee in its sole discretion, exercised in good faith, shall determine is appropriate to reflect any transaction or event described in this Article IV; provided , however , that any such adjustment to the number specified in Section 4.5 of this Plan will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify.

4.4 Minimum Purchase Price . Notwithstanding any provision of this Plan to the contrary, if authorized but previously unissued Shares are issued under this Plan, such Shares shall not be issued for a consideration that is less than as permitted under applicable law.

4.5 Limit on Incentive Stock Options . Notwithstanding anything in this Article IV, or elsewhere in this Plan, to the contrary, and subject to adjustment as provided in Section 4.3 of this Plan, the aggregate number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 500,000 Shares.

4.6 Individual Participant Limits . Notwithstanding anything in this Article IV, or elsewhere in this Plan, to the contrary, and subject to adjustment as provided in Section 4.3 of this Plan:

4.6.1 No Participant will be granted Options and/or Stock Appreciation Rights, in the aggregate, for more than 200,000 Shares during any calendar year.

4.6.2 No Participant will be granted Qualified Performance-Based Awards of Restricted Stock, Restricted Stock Units, Performance Awards and/or other awards under Article XI of this Plan, in the aggregate, for more than 200,000 Shares during any calendar year.

4.6.3 In no event will any Participant in any calendar year receive Qualified Performance-Based Awards and/or other awards payable in cash under Article XI of this Plan having an aggregate maximum value as of their respective dates of grant in excess of $3,000,000.

4.6.4 In no event will any Participant in any calendar year receive Performance Awards that are Cash Incentive Awards having an aggregate maximum value in excess of $3,000,000.

4.6.5 No non-employee Director will be granted, in any period of one calendar year, Awards under the Plan having an aggregate maximum value in excess of $500,000.

4.7 Notwithstanding anything in this Plan to the contrary, up to 5% of the maximum number of Shares available for awards under this Plan as provided for in Section 4.1 of this Plan, as may be adjusted under Section 4.3 of this Plan, may be used for awards granted under Article VII through Article XI of this Plan that do not at grant comply with the applicable one-year minimum vesting requirements set forth in such sections of this Plan.

ARTICLE V

EFFECTIVE DATE

This Plan shall be submitted to the United States Bankruptcy Court for the District of Delaware for approval in connection with the plan of reorganization and, shall be effective on the Emergence Date (the “ Effective Date ”). No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

ARTICLE VI

GENERAL REQUIREMENTS FOR AWARDS

6.1 Awards Under the Plan . Awards under the Plan may be in the form of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Cash Incentive Awards, Performance Awards and other awards under Article XI of this Plan, including any combination of the above. No fractional Shares shall be issued under the Plan nor shall any right be exercised under the Plan with respect to a fractional Share.

6.2 General Eligibility . All Eligible Individuals are eligible to be granted Awards, subject to the terms and conditions of this Plan. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole discretion.

6.3 Acceptance . Awards must be accepted within a period of sixty (60) days (or such other period as the Committee may specify) after the Grant Date, by executing an Award Agreement and by paying whatever price (if any) the Committee has designated thereunder.

ARTICLE VII

STOCK OPTIONS

7.1 Grant of Options . Subject to the provisions of the Plan, Options may be granted to Participants at such times, and subject to such terms and conditions, as determined by the Committee in its sole discretion.

7.2 Award Agreement . Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, subject to the limitations set forth in Article IV of this Plan, any conditions to the exercise of all or a portion of the Option, vesting requirements, and such other terms and conditions as the Committee, in its discretion, shall determine.

7.3 Exercise Price . Subject to the other provisions of this Article VII, the Exercise Price with respect to Shares subject to an Option shall be no less than the Fair Market Value.

7.4 Expiration Dates . Each Option shall terminate not later than the expiration date specified in the Award Agreement pertaining to such Option; provided , however , that the expiration date with respect to an Option shall not be later than the tenth (10th) anniversary of its Grant Date.

7.5 Exercisability of Options . Subject to Section 7.4, Options granted under the Plan shall be exercisable at such times, and shall be subject to such restrictions and conditions, as the Committee shall determine in its sole discretion. The exercise of an Option is contingent upon payment by the optionee of the amount sufficient to pay all taxes required to be withheld by any governmental agency. Such payment may be in any form approved by the Committee.

7.6 Method of Exercise . Options shall be exercised in whole or in part by the Participant’s delivery of a written or electronic notice of exercise (in accordance with the applicable Award Agreement or procedures established by the Company) to the Chief Financial Officer or General

Counsel of the Company (or each of his or her designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment of the Exercise Price with respect to each such Share and an amount sufficient to pay all taxes required to be withheld by any governmental agency. Each grant will specify whether the Exercise Price shall be payable to the Company (a) in full in cash or its equivalent, (b) by the actual or constructive transfer to the Company of Shares owned by the optionee (or other consideration authorized pursuant to Section 7.10 of this Plan) having a value at the time of exercise equal to the total Exercise Price, (c) subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (d) by a combination of such methods of payment, or (e) by such other methods as may be approved by the Committee. No Shares resulting from the exercise of an Option shall be issued until full payment therefore has been made. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares with respect to which the Option is exercised, the Company shall deliver to the Participant Share certificates (or the equivalent if such Shares are held in book entry form) for such Shares with respect to which the Option is exercised.

7.7 Certain Powers . Subject to the provisions of Section 13.2 of this Plan, unless otherwise provided in the Award Agreement, the Committee may, at its sole and absolute discretion, (i) lower the Exercise Price of an Option after it is granted, or take any other action with the effect of lowering the Exercise Price of an Option after it is granted; or (ii) permit Participants to cancel an Option in exchange for another Award.

7.8 Dividends and Other Distributions . Unless otherwise provided in the Award Agreement, Participants shall not be entitled to receive any dividends or other distributions paid with respect to any Options, whether vested, but unexercised, or unvested.

7.9 Type of Options . Options granted under this Plan may be (a) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (b) Non-Qualified Stock Options that are not intended so to qualify, or (c) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

7.10 Deferred Payment . To the extent permitted by law and in compliance with Section 409A of the Code, as applicable, any grant may provide for deferred payment of the Exercise Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.

7.11 Successive Grants . Successive grants may be made to the same Participant whether or not any Option previously granted to such Participant remains unexercised.

7.12 Acceleration . A grant of Options may provide for the earlier exercise of such Options, including in the event of the retirement, involuntary termination for reasons other than for Cause, termination for Good Reason, death or Disability of a Participant, or in the event of a Change in Control, including, but not limited to, where either (i) within a specified period the Participant’s

employment or service is involuntarily terminated for reasons other than for Cause or the Participant terminates his or her employment or service for Good Reason or (ii) such Options are not assumed or converted into replacement awards in a manner described in the particular Award.

7.13 Performance Goals . Any grant of Options may specify Performance Goals that must be achieved as a condition to the exercise of such rights.

7.14 Dividends . Options granted under this Plan may not provide for any dividends or dividend equivalents thereon.

ARTICLE VIII

STOCK AWARDS

8.1 Grant of Stock Awards . Subject to the provisions of the Plan, Stock Awards may be granted to such Participants at such times, and subject to such terms and conditions, as determined by the Committee in its sole discretion. Stock Awards may be issued either alone or in addition to other Awards granted under the Plan.

8.2 Stock Award Agreement . Each Stock Award shall be evidenced by an Award Agreement that shall specify the number of Shares granted or underlying such Award, the price, if any, to be paid for the Shares and the Period of Restriction applicable to an award of Restricted Stock or RSU and such other terms and conditions, consistent with this Plan, as the Committee, in its sole discretion, shall determine. Unless otherwise directed by the Committee, (a) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (b) all Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock.

8.3 Except as otherwise provided in a particular Award Agreement, each grant or sale of an award of Restricted Stock will constitute an immediate transfer of the ownership of Shares to the Participant in consideration of the performance of services, but will not entitle such Participant to voting, dividend and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

8.4 Each grant or sale of a Stock Award may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share as of the Grant Date.

8.5 Each grant or sale of an award of Restricted Stock will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee as of the Grant Date or until achievement of Performance Goals referred to in Section 8.7 below. If the elimination of restrictions is based only on the passage of time, the period of time will be no shorter than one year.

8.6 Each grant or sale of an award of Restricted Stock will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee as of the Grant Date (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).

8.7 Any grant of a Stock Award may specify Performance Goals that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock; provided , however , that notwithstanding Section 8.5 above, restrictions relating to Restricted Stock that vest upon the achievement of Performance Goals may not terminate sooner than after one year.

8.8 Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), any grant or sale of a Stock Award may provide for the earlier termination of restrictions on such Stock Award, including in the event of the retirement, involuntary termination for reasons other than for Cause, termination for Good Reason, death or Disability of a Participant, or in the event of a Change in Control, including, but not limited to, where either (i) within a specified period the Participant’s employment or service is involuntarily terminated for reasons other than for Cause or the Participant terminates his or her employment or service for Good Reason or (ii) such Stock Awards are not assumed or converted into replacement awards in a manner described in the particular award; provided , however , that no Stock Award intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with the death or Disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Qualified Performance-Based Award.

8.9 Each grant or sale of Restricted Stock Units will constitute the agreement by the Company to deliver Shares or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Performance Goals) during the Period of Restriction as the Committee may specify.

8.10 If a grant of Restricted Stock Units specifies that the Period of Restriction will terminate or that the Restricted Stock Units will be earned based only upon the achievement of Performance Goals, then, notwithstanding anything to the contrary contained in Section 8.12 below, the applicable Period of Restriction may not be a period of less than one year.

8.11 If the Period of Restriction lapses only by the passage of time rather than the achievement of Performance Goals as provided in Section 8.10 above, each such grant or sale will be subject to a Period of Restriction of not less than one year.

8.12 During the Period of Restriction, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Shares deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, as of the Grant Date, authorize the payment of dividend equivalents on such Restricted Stock Units on either a current or deferred or contingent basis, either in cash or in additional Shares; provided , however , that dividend equivalents or other distributions on Shares underlying Restricted Stock Units with

restrictions that lapse as a result of the achievement of Performance Goals will be deferred until and paid contingent upon the achievement of the applicable Performance Goals.

8.13 Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Shares or cash, or a combination thereof.

8.14 Transferability/Share Certificates . Shares subject to an Award of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during a Period of Restriction. During the Period of Restriction, a Restricted Stock Award may be registered in the holder’s name or a nominee’s name at the discretion of the Company and may bear a legend as described in Section 8.15.2. Unless the Committee determines otherwise, shares of Restricted Stock shall be held by the Company as escrow agent during the applicable Period of Restriction, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the Shares subject to the Restricted Stock Award in the event such Award is forfeited in whole or part.

8.15 Other Restrictions .

8.15.1 General Restrictions . The Committee may set restrictions to the extent necessary to comply with applicable federal or state securities laws with respect to the Shares underlying or granted pursuant to a Stock Award.

8.15.2 Legend on Certificates . The Committee, in its sole discretion, may legend the certificates representing Restricted Stock during the Period of Restriction to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend: “The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Swift Energy Company 2016 Equity Incentive Plan (the “ Plan ”), and in a Restricted Stock Award Agreement (as defined by the Plan). A copy of the Plan and such Restricted Stock Award Agreement may be obtained from the General Counsel of Swift Energy Company.”

8.16 Removal of Restrictions . Shares of Restricted Stock covered by a Restricted Stock Award made under the Plan shall be released from escrow as soon as practicable after the termination of the Period of Restriction and, subject to the Company’s right to require payment of any taxes, a certificate or certificates evidencing ownership of the requisite number of Shares shall be delivered to the Participant.

ARTICLE IX

STOCK APPRECIATION RIGHTS

9.1 Grant of SARs . Subject to the provisions of the Plan, SARs may be granted to such Participants at such times, and subject to such terms and conditions, as shall be determined by the Committee in its sole discretion.

9.2 Base Price and Other Terms . The Committee, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan.

9.3 SAR Agreement . Each SAR grant shall be evidenced by an Award Agreement that shall specify the Base Price (which shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date), the term of the SAR, the conditions of exercise, vesting conditions, and such other terms and conditions as the Committee, in its sole discretion, shall determine. If and to the extent that an SAR by its terms purports to be granted at a price lower than that permitted by the Plan, such SAR shall be deemed for all purposes to have been granted at the lowest price that would have in fact have been permitted by the Plan at the time of grant.

9.4 Expiration Dates . Each SAR shall terminate no later than the tenth (10th) anniversary of its Grant Date; provided , however , that the expiration date with respect to a tandem SAR shall not be later than the expiration date of the related Option.

9.5 Exercisability .

9.5.1 Method of Exercise . Unless otherwise specified in the Award Agreement pertaining to an SAR, an SAR may be exercised (a) by the Participant’s delivery of a written or electronic notice of exercise (in accordance with the applicable Award Agreement or procedures established by the Company) or to the Chief Financial Officer or General Counsel of the Company (or each of his or her designee), setting forth the number of whole SARs which are being exercised and payment of an amount sufficient to pay all taxes required to be withheld by any governmental agency and (b) by executing such documents as the Company may reasonably request.

9.5.2 Discretionary Limitations . If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

9.6 Payment . Except as otherwise provided in the relevant Award Agreement, upon exercise of an SAR, the Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (i) the amount by which the Fair Market Value of a Share on the date of exercise exceeds the Base Price specified in the Award Agreement pertaining to such SAR by (ii) the number of Shares with respect to which the SAR is exercised (the “ SAR Payment Amount ”).

9.7 Payment Upon Exercise of SAR . Payment to a Participant upon the exercise of the SAR of the SAR Payment Amount shall be made, as determined by the Committee in its sole discretion, either (a) in cash, (b) in Shares with a Fair Market Value equal to the SAR Payment Amount or (c) in a combination thereof, as set forth in the applicable Award Agreement.

9.8 Each grant of SAR may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

9.8.1 Any grant may specify waiting periods before exercise and permissible exercise dates or periods.

9.8.2 Each grant may specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the SAR or installments thereof will become exercisable; provided , that, except as otherwise described in this subsection, no grant of SAR may become exercisable sooner than after one year. A grant of SAR may provide for the earlier exercise of such SAR, including in the event of the retirement, involuntary termination for reasons other than for Cause, termination for Good Reason, death or disability of a Participant, or in the event of a Change in Control, including, but not limited to, where either (a) within a specified period the Participant’s employment or service is involuntarily terminated for reasons other than for Cause or the Participant terminates his or her employment or service for Good Reason or (b) such SAR are not assumed or converted into replacement awards in a manner described in a particular Award.

9.8.3 Any grant of SAR may specify Performance Goals that must be achieved as a condition of the exercise of such SAR.

9.9 Successive grants of SAR may be made to the same Participant regardless of whether any SAR previously granted to the Participant remain unexercised.

ARTICLE X

PERFORMANCE AWARDS

10.1 General . Subject to the provisions of the Plan, Performance Awards may be granted to such Participants at such times as the Committee determines, payable in any form described in Section 6.1, upon the attainment of specific Performance Goals. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant in accordance with Article VIII only upon attainment of the relevant Performance Goals. If the Performance Award is payable in cash, it may be paid upon attainment of the relevant Performance Goals either in cash or in Shares (based on the then current Fair Market Value of such Shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in a form that is not inconsistent with the Plan and that the Committee may from time to time approve. Performance Awards granted under the Plan shall be subject to the following terms and conditions and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable, which additional terms and conditions shall be reflected in the applicable Award Agreement.

10.2 Performance Goals . Unless otherwise prohibited by applicable law, the Committee shall have the authority to grant Awards under this Plan that are contingent upon the achievement of measurable Performance Goals established under this Plan. The Committee may grant awards subject to Performance Goals that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. Such Performance Goals are to be specified in the relevant Award Agreement and, to the extent applicable to any Qualified Performance-Based Award to a Covered Employee will be based on one or more or a combination of the following metrics (including relative or growth achievement regarding such metrics) and shall mean any one or more of the following

performance criteria: (a) revenue or oil and gas sales, (b) earnings per Share (basic and diluted), (c) net income per Share, (d) Share price, (e) pre-tax profits, (f) net earnings, (g) net income, (h) operating income and operating profit, (i) cash flow (including, without limitation, operating cash flow, free cash flow, discounted cash flow, net cash from operations, return on investment and cash flow in excess of cost of capital), (j) earnings before interest, taxes, depreciation and amortization, (k) earnings before interest and taxes, (l) sales, (m) total stockholder return relative to assets, (n) total stockholder return relative to peers, (o) financial returns (including, without limitation, return on assets, return on net assets, return on equity return on capital, return on operating revenue and return on investment), (p) cost reduction targets, (q) customer satisfaction, (r) customer growth, (s) employee satisfaction, (t) gross margin or gross profit, (u) revenue growth, (v) market share, (w) book value per share, (x) expenses and expense ratio management, (y) finding costs of oil and gas reserves, (z) volumes of oil and gas reserves or adjusted reserves or changes therein, (aa) percentage of reserves replaced, (bb) production or adjusted production or production exit rate, (cc) lease operating cost (“LOE”) measures, or adjusted LOE measures, (dd) general and administrative (“G&A”) or adjusted G&A measures, (ee) net asset value (“NAV”) or NAV per share, (ff) operating cost measures or reductions, (gg) earnings and earnings growth (including earnings per share and earnings before or after interest and taxes, earnings before taxes, EBITDA or net earnings), (hh) basic or diluted earnings per share or growth in earnings or earnings per share, (ii) stock price or change in stock price, (jj) total shareholder return, (kk) return on capital or change in working capital or return on capital employed, (ll) reduction of fixed costs, (mm) any combination of the foregoing or (nn) in the case of Awards that are not Qualified Performance-Based Awards, such other criteria as the Committee may determine. Performance Goals may be related to the performance of the individual Participant or in respect of the performance of the Company, one or more of its Subsidiaries or any combination thereof on either a consolidated, business unit, departments, regions, functions, other organizational units or divisional level and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to results over a previous period or to a designated comparison group. Performance Goals may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices or to one or more of the Performance Goals themselves) and may be expressed in terms of a progression within a specified range. Multiple Performance Goals may be established and may have the same or different weighting. With respect to any Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, the performance criteria must be “qualifying,” and the Committee will (within the first quarter of the performance period, but in no event more than ninety (90) days into that period) establish the specific performance targets (including thresholds and whether to exclude certain extraordinary, non-recurring, or similar items) and Award amounts (subject to the right of the Committee to exercise discretion to reduce payment amounts following the conclusion of the performance period).

10.3 Certification . In the case of a Qualified Performance-Based Award, each Performance Goal will be objectively determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Committee and to the extent consistent with Code Section 162(m), will exclude the effects of certain designated items identified at the time of grant. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Goals unsuitable, the Committee may in its discretion modify such Performance Goals or the related levels of achievement, in whole or in part, as the Committee deems appropriate and

equitable, except in the case of a Qualified Performance-Based Award (other than in connection with a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Performance Goals or the level(s) of achievement with respect to such Covered Employee. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code to a “covered employee” within the meaning of Section 162(m) of the Code, the Committee shall certify in writing the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such criteria relate solely to the increase in the value of the Shares).

10.4 Additional Criteria . The foregoing criteria shall have any reasonable definitions that the Committee may specify, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities); expenses for restructuring, productivity initiatives or new business initiatives; non-operating items; acquisition expenses; and effects of divestitures. Any such performance criterion or combination of such criteria may apply to the Participant’s Award in its entirety or to any designated portion or portions of the Award, as the Committee may specify.

10.5 Value, Form and Payment of Performance Award . The Committee will establish the value or range of value of the Performance Award, the form in which the Award will be paid, and the date(s) and timing of payment of the Award. The Participant will be entitled to receive the Performance Award only upon the attainment of the Performance Goals and such other criteria as may be prescribed by the Committee during the Performance Period.

ARTICLE XI

OTHER AWARDS

11.1 Subject to applicable law and the applicable limits set forth in Article IV of this Plan, the Committee may grant to any Participant Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of such Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares delivered pursuant to an award in the nature of a purchase right granted under this Article XI will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Shares, other awards, notes or other property, as the Committee determines.

11.2 Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Article XI.

11.3 The Committee may grant Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

11.4 If the earning or vesting of, or elimination of restrictions applicable to, an award granted under this Article XI is based only on the passage of time, the period of time shall be no shorter than one year. If the earning or vesting of, or elimination of restrictions applicable to, awards granted under this Article XI is based only on the achievement of Performance Goals, the earning, vesting or restriction period may not terminate sooner than after one year.

11.5 Notwithstanding anything to the contrary contained in this Plan (including minimum vesting requirements), any grant of an award under this Article XI may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, involuntary termination for reasons other than for Cause, termination for Good Reason, death or Disability of the Participant, or in the event of a Change in Control; provided , however , that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or Disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the particular award will specify the time and terms of delivery.

ARTICLE XII

RESTRICTIVE COVENANTS

The restrictive covenant obligations set forth in any employment agreement, consulting agreement, change in control agreement or similar agreement or an applicable Award Agreement in effect between the Company or an Affiliate and a Participant at the time of the grant of the Award, are incorporated herein by reference and shall have the same legal force and effect as if fully set forth herein, with references to the “Company” therein to be deemed to be references to the Company herein. Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Article XII would be inadequate and, in recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.

ARTICLE XIII

AMENDMENT, TERMINATION AND DURATION

13.1 Amendment, Suspension or Termination . The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason; provided , however , that if an amendment to this Plan (a) would materially increase the benefits accruing to participants under this Plan, (b) would materially increase the number of securities which may be issued under this Plan, (c) would materially modify the requirements for participation in this Plan, or (d) must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the

New York Stock Exchange or, if the Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Shares are traded or quoted, then, such amendment will be subject to Stockholder approval and will not be effective unless and until such approval has been obtained, subject to any other requirement of stockholder approval required by applicable law, rule or regulation, including, without limitation, Section 422 of the Code and the rules of the applicable securities exchange; provided , further , the Board may amend the Plan and any Award Agreement without stockholder approval as necessary to avoid the imposition of any taxes under Section 409A of the Code. Subject to the preceding sentence, the amendment, suspension or termination of the Plan shall not, without the consent of the Participant, materially adversely alter or impair any rights or obligations under any Award theretofore granted to such Participant. Notwithstanding the foregoing, the Committee may, but shall not be required to, amend or modify any Award to the extent necessary to avoid the imposition of taxes under Section 409A of the Code. The provisions of the Plan dealing with the Emergence Pool or Awards in respect of the Emergence Pool may not be amended without the written consent of the Chief Executive Officer of the Company.

13.2 Except in connection with a corporate transaction or event described in Section 4.3 of this Plan, the terms of outstanding awards may not be amended to reduce the Exercise Price of outstanding Options or the Base Price of outstanding SARs or cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an Exercise Price or Base Price, as applicable, that is less than the Exercise Price of the original Options or Base Price of the original SARs, as applicable, without Stockholder approval. This Section 13.2 is intended to prohibit the repricing of “underwater” Options and SARs and will not be construed to prohibit the adjustments provided for in Section 4.3 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 13.2 may not be amended without approval by the Stockholders.

13.3 If permitted by Section 409A of the Code and Section 162(m) of the Code, but subject to the paragraph that follows, notwithstanding the Plan’s minimum vesting requirements, and including in the case of termination of employment by reason of involuntary termination for reasons other than for Cause, termination for Good Reason, death, Disability or retirement, or in the case of unforeseeable emergency or other special circumstances or in the event of a Change in Control, to the extent a Participant holds an Option or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Period of Restriction has not been completed, or any Cash Incentive Awards, Performance Awards which have not been fully earned, or any other awards made pursuant to Article XI subject to any vesting schedule or transfer restriction, or who holds Shares subject to any transfer restriction imposed pursuant to Section 14.6 of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Option, SAR or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Period of Restriction will end or the time at which such Cash Incentive Awards, Performance Awards will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

13.4 Subject to Section 13.2 hereof, the Committee may amend the terms of any award granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award (other than in connection with the Participant’s death or Disability, or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Performance Goals or the level or levels of achievement with respect to such Qualified Performance-Based Award. Subject to Section 4.3 above, no such amendment will impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

13.5 Duration of the Plan . The Plan shall, subject to Section 13.3, terminate ten (10) years after adoption by the Board, unless earlier terminated by the Board and no further Awards shall be granted under the Plan. The termination of the Plan shall not affect any Awards granted prior to the termination of the Plan.

ARTICLE XIV

MISCELLANEOUS

14.1 No Effect on Employment or Service . Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, for any reason, with or without Cause.

14.2 Participation . No person shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. The Committee’s determination under the Plan (including, without limitation, determination of the eligible Employees who shall be granted Awards, the form, amount and timing of such Awards, the terms and provisions of Awards and the Awards Agreements and the establishment of Performance Goals) need not be uniform and may be made by it selectively among eligible Employees who receive or are eligible to receive Awards under the Plan, either or not such eligible Employees are similarly situated.

14.3 Unfunded Status . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. Except upon the issuance of Shares pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right, in its sole discretion, to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

14.4 Successors . All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, Corporate Event or otherwise, of all or substantially all of the business or assets of the Company.

14.5 Beneficiary Designations . Subject to the restrictions in Section 14.6 below, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid

Award shall be paid in the event of the Participant’s death. For purposes of this Section, a beneficiary may include a designated trust having as its primary beneficiary a family member of a Participant. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee and as may be provided in an Award Agreement. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate.

14.6 Nontransferability of Awards . No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution; provided, however, that except as provided by in the relevant Award Agreement, a Participant may transfer, without consideration, an Award other than an Incentive Stock Option to one or more members of his or her Immediate Family, to a trust established for the exclusive benefit of one or more members of his or her Immediate Family, to a partnership in which all the partners are members of his or her Immediate Family, or to a limited liability company in which all the members are members of his or her Immediate Family; provided , further , that any such Immediate Family, and any such trust, partnership and limited liability company, shall agree to be and shall be bound by the terms of the Plan, and by the terms and provisions of the applicable Award Agreement and any other agreements covering the transferred Awards. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant and may be exercised only by the Participant or the Participant’s legal representative.

14.7 No Rights as Stockholder . Except to the limited extent provided under the Plan, no Participant (nor any beneficiary) shall have any of the rights or privileges of a shareholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares, if any, or in the event the Shares are non-certificate, such other method of recording beneficial ownership, shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

14.8 Withholding . To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Shares, and such Participant fails to make arrangements for the payment of tax, then, unless otherwise determined by the Committee, the Company will withhold Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income and employment tax laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Shares required to be delivered to the Participant, Shares having a value equal to the amount required to be withheld or by delivering to the Company other Shares held by such Participant. The Shares used for tax withholding will be

valued at an amount equal to the market value of such Shares on the date the benefit is to be included in Participant’s income. In no event will the market value of the Shares to be withheld and delivered pursuant to this Section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants will also make such arrangements as the Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition of Shares acquired upon the exercise of Options.

14.9 No Corporate Action Restriction . The existence of the Plan, any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Subsidiary’s or Affiliate’s capital structure or business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or any part of the Company’s or any Subsidiary’s or Affiliate’s assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary or Affiliate. No Participant, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or any Subsidiary or Affiliate, or any employees, officers, stockholders or agents of the Company or any Subsidiary or Affiliate, as a result of any such action.

14.10 To the extent that any provision of this Plan would prevent any Option that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option. Such provision, however, will remain in effect for other Options and there will be no further effect on any provision of this Plan.

14.11 No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

14.12 Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any Employee for any purposes of this Plan or awards granted hereunder.

14.13 No Participant will have any rights as a Stockholder with respect to any shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company.

14.14 The Committee may condition the grant of any Award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

14.15 Except with respect to Options and SAR, the Committee may permit Participants to elect to defer the issuance of Shares under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of

Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.

14.16 If any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect.

14.17 Stock-Based Awards in Substitution for Options or Awards Granted by Other Company . Notwithstanding anything in this Plan to the contrary:

14.17.1 Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate or other acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

14.17.2 In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided , however , that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

14.17.3 Any Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 14.16.1 or 14.16.2 above will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits contained in Article IV of the Plan. In addition, no Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 14.16.1 or 14.16.2 above will be added to the aggregate plan limit contained in Article IV of the Plan.

14.18 Detrimental Activity and Recapture Provisions . Any Award Agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during

employment or other service with the Company or a Subsidiary or (b) within a specified period after termination of such employment or service, shall engage in any detrimental activity, including misconduct, malfeasance or gross negligence in the performance of the Participant’s duties that either caused or significantly contributed to the material inaccuracy of financial results or other performance metric. In addition, notwithstanding anything in this Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded.

14.19 Gender and Number . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

14.20 Severability . In the event any provision of the Plan or of any Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or the Award Agreement, and the Plan and/or the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

14.21 Requirements of Law . The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

14.22 Governing Law . The Plan and all determinations made and actions taken pursuant hereto to the extent not otherwise governed by the Code or the securities laws of the United States, shall be governed by the law of the State of Delaware and construed accordingly.

14.23 Jurisdiction; Waiver of Jury Trial . Any suit, action or proceeding with respect to this Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be brought in any Court in the State of Delaware, and the Company and each Participant shall submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Company and each Participant shall irrevocably waive any objections which he, she or it may have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Plan or any Award Agreement brought in any Court in the State of Delaware, and shall further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. The Company and each Participant shall waive any right he, she or it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Plan or any Award Agreement or any course of conduct, course of dealing, verbal or written statement or action of any party to any Award Agreement or relating to this Plan in any way.

14.24 Captions . Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

14.25 Payments to Minors . Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

14.26 Section 409A of the Code .

14.26.1 To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

14.26.2 Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries. Each payment made pursuant to the provisions of this Plan and/or any Award Agreement shall be regarded as a separate payment and not one of series of payments for purposes of Section 409A of the Code.

14.26.3 If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the first business day of the seventh month after such separation from service.

14.26.4 Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

14.27 Section 16(b) of the 1934 Act . All elections and transactions under this Plan by persons subject to Section 16 of the 1934 Act involving Shares are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may, in its sole discretion, establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the 1934 Act, as it may deem necessary or proper for the administration and operation of this Plan and the transaction of business thereunder.

14.28 Other Benefits . No Award granted or paid out under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.29 Costs . The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Shares pursuant to any Awards hereunder.

14.30 Award Agreement . Notwithstanding any other provision of the Plan, to the extent the provisions of any Award Agreement are inconsistent with terms of the Plan and such inconsistency is a result of compliance with laws of the jurisdiction in which the Participant is resident or is related to taxation of such Award in such jurisdiction, the relevant provisions of the particular Award Agreement shall govern.

EXHIBIT A-I

[FORM OF] STOCK OPTION AGREEMENT – EMERGENCE GRANT (TYPE I)



CA01472PLN 2016 Equity Incentive Plan.DOCX

EXHIBIT A-II

[FORM OF] STOCK OPTION AGREEMENT – EMERGENCE GRANT (TYPE II)



CA01472PLN 2016 Equity Incentive Plan.DOCX

EXHIBIT B-I

[FORM OF] RESTRICTED STOCK UNIT AGREEMENT – EMERGENCE GRANT (TYPE I)



CA01472PLN 2016 Equity Incentive Plan.DOCX

EXHIBIT B-II

[FORM OF] RESTRICTED STOCK UNIT AGREEMENT – EMERGENCE GRANT (TYPE II)



CA01472PLN 2016 Equity Incentive Plan.DOCX

EXHIBIT C

EMERGENCE POOL GRANT ALLOCATION



CA01472PLN 2016 Equity Incentive Plan.DOCX

Exhibit A-I

SWIFT ENERGY COMPANY
2016 EQUITY INCENTIVE PLAN

[FORM OF] STOCK OPTION AGREEMENT – EMERGENCE GRANT (TYPE I)

* * * * *

Participant:

Grant Date: [Emergence Date]

Per Share Exercise Price: ¹ $[●]

Number of Shares subject to Option: ² [●]

* * * * *

THIS STOCK OPTION AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between Swift Energy Company, a Delaware corporation (the “ Company ”), and the Participant specified above, pursuant to the Swift Energy Company 2016 Equity Incentive Plan (the “ Plan ”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Stock Option provided for herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its contents. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

_______________

¹ Per Share Exercise Price shall be equal to Fair Market Value per Share on the Grant Date.

² Participant’s applicable number of Emergence Option Awards, as set forth on Exhibit C to the Plan.

understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

3. Vesting and Exercise .

(a) Vesting . Subject to the provisions of Sections 3(b) and 3(c) hereof, the Option shall vest and become exercisable as follows, provided that the Participant is continuously employed by the Company or a Subsidiary of the Company on each such vesting date: (i) the Option shall vest and become exercisable as to thirty-three percent (33%) of the Option Shares on the first anniversary of the Grant Date; (ii) the Option shall vest and become exercisable as to thirty-three percent (33%) of the Option Shares on the second anniversary of the Grant Date; and (iii) the Option shall vest and become exercisable as to thirty-four percent (34%) of the Option Shares on the third anniversary of the Grant Date, such that, for the avoidance of doubt, the Option shall become vested and exercisable as to 100% of the Option Shares on the third anniversary of the Grant Date specified above. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries.

(b) Committee Discretion to Accelerate Vesting . Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason.

(c) Termination by Reason of Death or Disability . If the Participant’s Termination is by reason of death or Disability, all Options that are held by such Participant at the time of the Participant’s Termination that have not otherwise vested shall be immediately fully vested and become exercisable as of the date of such Termination and may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a one (1)-year period from the date of such Termination, but in no event beyond the expiration of the stated term of such Options.

(d) Termination by the Company other than for Cause or by the Participant for Good Reason . If a Participant’s Termination is (i) by the Company for a reason other than Cause (as such is defined in the Participant’s employment agreement with the Company) or (ii) by the Participant for Good Reason (as such is defined in the Participant’s employment agreement with the Company), all Options that are held by such Participant at the time of the Participant’s Termination that have not otherwise vested shall be immediately fully vested and become exercisable as of the date of such Termination and may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated terms of such Options.

(e) Other Terminations . Except as set forth above (i) all unvested Options that are held by a Participant shall immediately terminate and be forfeited upon a Termination and (ii) all Options that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated terms of such Options.

(f) Change in Control . If the Participant’s Termination is (i) by the Company other than for Cause (as such term is defined in the Participant’s employment agreement with the Company) or (ii) by the Participant for Good Reason (as such term is defined in the Participant’s employment agreement with the Company), in either case during the CIC Severance Protection Period (as such term is defined in the Participant’s employment agreement with the Company), the Option shall become fully vested upon the later of the occurrence of a Change in Control (as such term is defined in the Participant’s employment agreement) or such Termination and may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated terms of such Options.

(g) Expiration . Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date.

(h) Beneficiary Designation . In the event an amount becomes payable pursuant to this Section 3 on account of the Participant’s Termination of employment due to death, or the Participant becomes entitled to receive an amount pursuant to this Section and the Participant dies prior to receiving any or all of the amounts to which the Participant is due, then the amounts payable pursuant to this Section 3 shall be made to the beneficiary or beneficiaries (which may include individuals, trusts or other legal entities) designated by the Participant on the form attached hereto as Attachment 1 or as otherwise provided by and filed with the Company prior to the Participant’s death (the “ Beneficiary Designation Form ”). If the Participant fails to designate a beneficiary or fails to file the Beneficiary Designation Form with the Company prior to the Participant’s death, such amounts shall be made to the Participant’s estate. If a named beneficiary entitled to receive payments pursuant to the Beneficiary Designation Form dies at a time when additional payments still remain to be paid, then and in any such event, such remaining payments shall be paid to the other primary beneficiary or beneficiaries named by the Participant who shall then be living or in existence, if any, otherwise to the contingent beneficiary or beneficiaries named by the Participant who shall then be living or in existence, if any; otherwise to the estate of the Participant.

4. Method of Exercise and Payment . Subject to Section 9 hereof, to the extent that the Option has become vested and exercisable with respect to a number of Shares as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 7.5 and 7.6 of the Plan. No Shares resulting from the exercise of an Option shall be issued until full payment therefore has been made as set forth in the Plan.

5. Non-Transferability . The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned

or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

6. Securities Representations . Upon the exercise of the Option prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “ Securities Act ”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Participant:

(a) The Participant is acquiring and will hold the Shares to be issued hereunder for investment for the Participant’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.

(b) The Participant will not Transfer the Shares deliverable upon exercise of the Option in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Shares to be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares.

(c) The Participant has been furnished with, and has had access to, such information as the Participant considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of such Shares.

(d) The Participant is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Participant is able, without impairing the Participant’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such Shares.

7. Entire Agreement; Amendment . This Agreement, together with the Plan and the Participant’s employment agreement with the Company, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant.

The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof.

9. Withholding of Tax . To the extent the Company is required to withhold any taxes in connection with any payment made or benefit realized under this Agreement, and the amounts available to the Company are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other applicable person shall make arrangements satisfactory to the Company for payment of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If such benefit is to be in the form of Shares and the Participant fails to make arrangements for the payment of tax, unless otherwise determined by the Committee, the Company will withhold Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, if the Participant is required to pay an amount required to be withheld, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Shares required to be delivered hereunder, Shares having a value equal to the amount required to be withheld or by delivering to the Company other Shares held by the Participant. Shares used for withholding will be valued at the market value of such Shares on the date the benefit is to be included in Participant’s income and such market value will in no event exceed the minimum amount of taxes required to be withheld.

10. No Right to Employment or Service . Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s employment or service at any time, for any reason and with or without Cause. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in good faith of the Committee.

11. Notices . Any notice which may be required or permitted under this Agreement shall be in writing, and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

(a) If such notice is to the Company, to the attention of the General Counsel of the Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

(b) If such notice is to the Participant, at his/her address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

13. Compliance with Laws . The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the issuance of the Option Shares upon exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

14. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

15. Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 5 hereof) any part of this Agreement without the prior express written consent of the Company.

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

17. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18. Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

19. Severability . The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

SWIFT ENERGY COMPANY

By:

Name:

Title:

Non-Qualified Stock Option Award Agreement – Emergence Grant Signature Page

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

PARTICIPANT

Name:

Non-Qualified Stock Option Award Agreement – Emergence Grant Signature Page

This form applies to Participants with Options and any other unvested equity awards from the Swift Energy Company 2016 Equity Incentive Plan (the “Plan”). Please refer to your Award Agreements for more information. Any election made on this form will revoke all prior beneficiary designations made by you. In the absence of any beneficiary designation made by you, your benefits remaining unpaid or rights remaining unexercised at your death will be paid to or exercised by the representative of your estate.


•	Complete all requested information. Enter the whole percentage you wish each beneficiary to receive. These whole percentages must total 100% for elected primary beneficiaries and 100% for elected contingent beneficiaries, if any.


•	You may designate benefits to a trust. Please include the name, date, and taxpayer ID of your trust below.


•	If you are married and name a primary beneficiary other than your spouse, please see the Spousal Consent section.

Participant Information (Please print clearly in ink)



_______________________________________________________ Last Name, First Name M.I	____________________ Social Security Number	___________________ Employee ID

I, the undersigned, hereby elect that upon my death the following person(s) shall be my primary and contingent beneficiary(ies) for any pre-retirement death benefits payable under the Swift Energy Company 2016 Equity Incentive Plan.

Primary Beneficiary(ies):



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



__________________________________________ Street Address	_________________________ City	______ State	__________ ZIP Code



_________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number		___________ Percentage
__________________________________________________________________ Last Name, First Name M.I.			__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_______________________ City	______ State	_____________ ZIP Code



______________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	___________ Percentage



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number	___________ Percentage

Contingent Beneficiary(ies):

In the event none of the primary beneficiary(ies) named above is/are living, I designate the following person(s) as my contingent beneficiary(ies).



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



________________________________________________ Street Address	_________________________ City	______ State	_____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number		___________ Percentage
_________________________________________________________________ Last Name, First Name M.I.			___________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	______________ ZIP Code



_____________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	____________ Percentage

Designation of Custodian for Minor Children:

If you designate a child who is under age 18 as your beneficiary, you must also designate a custodian of assets for the child. Please indicate the custodian’s name and address below.



Child’s Name	Custodian’s Name	Custodian’s Address
1._________________________	______________	_____________________________
2._________________________	______________	_____________________________
3._________________________	______________	_____________________________

Participant Declaration and Signature

I hereby revoke all previous death benefit beneficiary designations, if any, for the Swift Energy Company 2016 Equity Incentive Plan. I understand that this beneficiary designation does not take effect unless and until my properly completed and signed form has been received by the Company prior to my death. I further understand that no benefits will be paid to my designated beneficiary(ies) if I die before I am vested in my Plan benefit. By completing this form, I acknowledge that if no beneficiaries chosen by me are surviving at the time payment is to be made, or if I do not designate any beneficiaries, Plan benefits, if any, will be paid according to Plan provisions.

Current Marital Status: (check one)


¨	Single


¨	Married and have designated my spouse as the sole primary beneficiary. (No Spousal Consent required)


¨	Married and have not designated my spouse as the sole primary beneficiary. (Spousal Consent required)



Your signature________________________________________	Date_____________________

If you are married and have chosen a primary beneficiary other than your spouse, your spouse must complete the section below.

Spousal Consent

I hereby consent to the beneficiary(ies) named by my spouse on this form with respect to the death benefit under the Swift Energy Company 2016 Equity Incentive Plan. I understand that by giving my consent, (1) I am waiving all rights to the community property interest I may have in the death benefit which may be payable under the Plan if my spouse dies while actively employed, (2) I am giving up my legal right to be the sole beneficiary of the death benefit which may be payable under the Plan if my spouse dies while actively employed; (3) any death benefit payable from the Plan at my spouse’s death will be paid to the beneficiary(ies) designated above; and (4) I cannot revoke this consent unless my spouse changes Plan beneficiary designations.



____________________________________________________________________ Spouse’s Name (please type or print)	________________________________ Spouse’s Social Security Number



________________________________________________________ Spouse’s Signature	________________________________ Date Signed

Please return your completed form via intercompany mail to: .

Exhibit A-II

SWIFT ENERGY COMPANY
2016 EQUITY INCENTIVE PLAN

[FORM OF] STOCK OPTION AGREEMENT – EMERGENCE GRANT (TYPE II) ¹

* * * * *

Participant:

Grant Date: [Emergence Date]

Per Share Exercise Price: ² $[●]

Number of Shares subject to Option: ³ [●]

* * * * *

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Stock Option provided for herein to the Participant.

(a) “CIC Severance Protection Period” means the time period commencing six (6) months prior to the occurrence of a Change in Control and continuing until the 12-month anniversary of such Change in Control; and

_______________

¹ Note : To be used only for those recipients scheduled to receive Emergence Option Awards, as previously approved by the parties, other than the executives scheduled to receive Emergence Option Awards granted under the Type I Option Agreement.

² Per Share Exercise Price shall be equal to Fair Market Value per Share on the Grant Date.

³ Participant’s applicable number of Emergence Option Awards, as set forth on Exhibit C to the Plan.

(b) “Good Reason” shall mean the following: the Participant may terminate the Participant’s employment with the Company upon 60 days’ prior written notice to the Board if Good Reason, as defined, exists or has occurred within the prior 60 days. “Good Reason” shall exist upon the occurrence of any one of the following without the Participant’s consent, any of the following events that are not fully corrected in all material respects by the Company within 30 days of the Participant’s written notice specifying such Good Reason event:

(i) any reduction of the Participant’s annual Base Salary by more than 10% per annum from the Participant’s Base Salary in effect at the Grant Date;

(ii) the Company requires the Participant (without the consent of the Participant) to be based at any place outside a 50 mile radius of the Participant’s place of employment prior to any such relocation, except for reasonably required travel on the Company’s business, or, in the event the Participant consents to any relocation beyond such 50-mile radius, the failure of the Company to pay (or reimburse the Participant) for reasonable moving expenses incurred by the Participant relating to a change of the Participant’s principal residence in connection with such relocation;

(iii) a substantial reduction in the Participant’s position or responsibilities or the assignment of the Participant without his consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his position, responsibilities or duties immediately following the Grant Date; or

(iv) any material breach by the Company of any provision of this Agreement.

2. Grant of Option . The Company hereby grants to the Participant, as of the Grant Date specified above, a Non-Qualified Stock Option (the “ Option ”) to acquire from the Company at the per Share Exercise Price specified above, the aggregate number of Shares specified above (the “ Option Shares ”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

3. Vesting and Exercise .

percent (33%) of the Option Shares on the second anniversary of the Grant Date; and (iii) the Option shall vest and become exercisable as to thirty-four percent (34%) of the Option Shares on the third anniversary of the Grant Date, such that, for the avoidance of doubt, the Option shall become vested and exercisable as to 100% of the Option Shares on the third anniversary of the Grant Date specified above. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries.

(d) Termination by the Company other than for Cause or by the Participant for Good Reason . If a Participant’s Termination is (i) by the Company for a reason other than Cause or (ii) by the Participant for Good Reason, all Options that are held by such Participant at the time of the Participant’s Termination that have not otherwise vested shall be immediately fully vested and become exercisable as of the date of such Termination and may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated terms of such Options.

(f) Change in Control . If the Participant’s Termination is (i) by the Company other than for Cause or (ii) by the Participant for Good Reason, in either case during the CIC Severance Protection Period, the Option shall become fully vested upon the later of the occurrence of a Change in Control or such Termination and may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated terms of such Options.

5. Non-Transferability . The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7. Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

8. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof.

the date the benefit is to be included in Participant’s income and such market value will in no event exceed the minimum amount of taxes required to be withheld.

12. Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

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

17. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

SWIFT ENERGY COMPANY

By:

Name:

Title:

Non-Qualified Stock Option Award Agreement – Emergence Grant Signature Page

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

PARTICIPANT

Name:

Non-Qualified Stock Option Award Agreement – Emergence Grant Signature Page


•	Complete all requested information. Enter the whole percentage you wish each beneficiary to receive. These whole percentages must total 100% for elected primary beneficiaries and 100% for elected contingent beneficiaries, if any.


•	You may designate benefits to a trust. Please include the name, date, and taxpayer ID of your trust below.


•	If you are married and name a primary beneficiary other than your spouse, please see the Spousal Consent section.

Participant Information (Please print clearly in ink)



_______________________________________________________ Last Name, First Name M.I	____________________ Social Security Number	___________________ Employee ID

Primary Beneficiary(ies):



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



__________________________________________ Street Address	_________________________ City	______ State	__________ ZIP Code



_________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number		___________ Percentage
__________________________________________________________________ Last Name, First Name M.I.			__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_______________________ City	______ State	_____________ ZIP Code



______________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	___________ Percentage



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number	___________ Percentage

Contingent Beneficiary(ies):

In the event none of the primary beneficiary(ies) named above is/are living, I designate the following person(s) as my contingent beneficiary(ies).



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



________________________________________________ Street Address	_________________________ City	______ State	_____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number		___________ Percentage
_________________________________________________________________ Last Name, First Name M.I.			___________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	______________ ZIP Code



_____________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	____________ Percentage

Designation of Custodian for Minor Children:

If you designate a child who is under age 18 as your beneficiary, you must also designate a custodian of assets for the child. Please indicate the custodian’s name and address below.



Child’s Name	Custodian’s Name	Custodian’s Address
1._________________________	______________	_____________________________
2._________________________	______________	_____________________________
3._________________________	______________	_____________________________

Participant Declaration and Signature

Current Marital Status: (check one)


¨	Single


¨	Married and have designated my spouse as the sole primary beneficiary. (No Spousal Consent required)


¨	Married and have not designated my spouse as the sole primary beneficiary. (Spousal Consent required)



Your signature________________________________________	Date_____________________

If you are married and have chosen a primary beneficiary other than your spouse, your spouse must complete the section below.

Spousal Consent



____________________________________________________________________ Spouse’s Name (please type or print)	________________________________ Spouse’s Social Security Number



________________________________________________________ Spouse’s Signature	________________________________ Date Signed

Please return your completed form via intercompany mail to: .

Exhibit B-I

SWIFT ENERGY COMPANY
2016 EQUITY INCENTIVE PLAN

[FORM OF] RESTRICTED STOCK UNIT AGREEMENT – EMERGENCE GRANT (TYPE I)

* * * * *

Participant:

Grant Date: [Emergence Date]

Number of Restricted Stock Units: ¹

* * * * *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between Swift Energy Company, a Delaware corporation (the “ Company ”), and the Participant specified above, pursuant to the Swift Energy Company 2016 Equity Incentive Plan (the “ Plan ”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“ RSUs ”) provided herein to the Participant.

1. Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the RSUs hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its contents. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

_______________

¹ Participant’s applicable number of Emergence RSU Awards, as set forth on Exhibit C to the Plan.

this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any of the Shares underlying this Award unless and until such Shares are delivered to the Participant in accordance with Section 4.

3. Vesting .

(a) General . Except as otherwise provided in this Section 3, RSUs subject to this grant shall vest as follows, provided that the Participant is continuously employed by the Company or a Subsidiary of the Company on each such vesting date: (i) thirty-three percent (33%) on the first anniversary of the Grant Date, (ii) thirty-three percent (33%) on the second anniversary of the Grant Date, and (iii) thirty-four percent (34%) on the third anniversary of the Grant Date, such that, for the avoidance of doubt, the RSUs shall become vested as to 100% of the Shares on the third anniversary of the Grant Date specified above.

(b) Committee Discretion to Accelerate Vesting . Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and for any reason.

(c) Termination by Reason of Death or Disability . If a Participant’s Termination is by reason of death or Disability, all RSUs that are held by such Participant at the time of the Participant’s Termination that have not otherwise vested shall be immediately fully vested as of the date of such Termination.

(d) Termination by the Company other than for Cause or by the Participant for Good Reason . If a Participant’s Termination is (i) by the Company for a reason other than Cause (as such is defined in the Participant’s employment agreement with the Company) or (ii) by the Participant for Good Reason (as such is defined in the Participant’s employment agreement with the Company) all RSUs that are held by such Participant at the time of the Participant’s Termination that have not otherwise vested shall be immediately fully vested as of the date of such Termination.

(e) Other Terminations . Except as set forth above, all unvested RSUs that are held by a Participant shall immediately terminate and be forfeited upon a Termination.

(f) Change in Control . If the Participant’s Termination is (i) by the Company other than for Cause (as such term is defined in the Participant’s employment agreement with the Company) or (ii) by the Participant for Good Reason (as such term is defined in the Participant’s employment agreement with the Company), in either case during the CIC Severance Protection Period (as such term is defined in the Participant’s employment agreement with the Company), the RSUs shall become fully vested upon the later of the occurrence of a Change in Control (as such term is defined in the Participant’s employment agreement) or such Termination.

4. Delivery of Shares .

(a) Except as provided in Section 4(b) or 4(c), the Company shall deliver to the Participant the Shares underlying the outstanding RSUs within thirty (30) days following each date



	2

such RSUs vest. In no event shall a Participant be entitled to receive any Shares with respect to any unvested or forfeited portion of the RSUs.

(b) If the RSUs become nonforfeitable (i) by reason of the occurrence of a Change in Control as described in Section 3(f), and if the Change in Control does not constitute a change in control event for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of the Participant’s employment, and if such termination does not constitute a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the RSUs will be made upon the earliest of the date of (A) the Participant’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code), (B) within thirty (30) days following the date the RSUs would have become nonforfeitable under Section 4(a) had the Participant remained in continuous employment, (C) the Participant’s death, (D) the occurrence of a Change in Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (E) the Participant’s Termination due to the Participant’s Disability.

(c) If the RSUs become payable on the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Participant is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of (i) the fifth (5 ^th ) business day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or (ii) the Grantee’s death.

(d) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement.

(e) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares corresponding to such RSUs.

(f) In the event an amount becomes payable pursuant to this Section 4 on account of the Participant’s Termination of employment due to death, or the Participant becomes entitled to receive an amount pursuant to this Section and the Participant dies prior to receiving any or all of the amounts to which the Participant is due, then the amounts payable pursuant to this Section 4 shall be made to the beneficiary or beneficiaries (which may include individuals, trusts or other legal entities) designated by the Participant on the form attached hereto as Attachment 1 or as otherwise provided by and filed with the Company prior to the Participant’s death (the “ Beneficiary Designation Form ”). If the Participant fails to designate a beneficiary or fails to file the Beneficiary Designation Form with the Company prior to the Participant’s death, such amounts shall be made to the Participant’s estate. If a named beneficiary entitled to receive payments pursuant to the Beneficiary Designation Form dies at a time when additional payments still remain to be paid, then and in any such event, such remaining payments shall be paid to the other primary beneficiary or beneficiaries named by the Participant who shall then be living or in existence, if any, otherwise to the contingent beneficiary or beneficiaries named by the Participant who shall then be living or in existence, if any; otherwise to the estate of the Participant.



	3

5. Dividend Equivalents; Voting and Other Rights .

(a) The Participant shall have no rights of ownership in the Shares underlying the RSUs and no right to vote the Shares underlying the RSUs until the date on which the Shares underlying the RSUs are issued or transferred to the Participant pursuant to Section 4 above.

(b) The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

6. Non‑transferability .

(a) Restriction on Transfers . Except as provided in Section 6(b) below, all RSUs, and any rights or interests therein, shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of this RSU, or the levy of any execution, attachment or similar legal process upon this RSU, contrary to the terms and provisions of this Agreement and/or the Plan, shall be null and void and without legal force or effect.

(b) Permissible Transfers . During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of this RSU to one or more members of his/her Immediate Family, to a trust established for the exclusive benefit of one or more members of his/her Immediate Family, to a partnership in which all the partners are members of his/her Immediate Family, or to a limited liability company in which all the members are members of his/her Immediate Family.

7. Securities Representations . Upon the delivery of the Shares prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “ Securities Act ”), the Participant shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Participant:

(b) The Participant will not Transfer the Shares deliverable with respect to the RSUs in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations



	4

promulgated thereunder) or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Shares to be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares.

8. Entire Agreement; Amendment . This Agreement, together with the Plan and the Participant’s employment agreement with the Company, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

9. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof.

10. Withholding of Tax . To the extent the Company is required to withhold any taxes in connection with any payment made or benefit realized under this Agreement, and the amounts available to the Company are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other applicable person shall make arrangements satisfactory to the Company for payment of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If such benefit is to be in the form of Shares and the Participant fails to make arrangements for the payment of tax, unless otherwise determined by the Committee, the Company will withhold Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, if the Participant is required to pay an amount required to be withheld, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the Shares required to be delivered hereunder, Shares having a value equal to the amount required to be withheld or by delivering to the Company other Shares held by the Participant. Shares used for withholding will be valued at the market value of such Shares on the date the benefit is to be included in Participant’s income and such market value will in no event exceed the minimum amount of taxes required to be withheld.



	5

11. No Right to Employment or Service . Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s employment or service at any time, for any reason and with or without Cause. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the good faith of the Committee.

12. Notices . Any notice which may be required or permitted under this Agreement shall be in writing, and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

13. Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSU awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

14. Compliance with Laws . This issuance of RSUs (and the Shares underlying the RSUs) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations and any other law or regulation applicable thereto. The Company shall not be obligated to issue this RSU or any of the Shares pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the issuance of the RSUs, upon delivery of the Shares underlying the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

15. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the RSUs are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

16. Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

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



	6

18. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

19. Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

20. Severability . The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

[Remainder of Page Intentionally Left Blank]



	7

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

SWIFT ENERGY COMPANY

By:

Name:

Title:

Restricted Stock Unit Agreement – Emergence Grant Signature Page

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

PARTICIPANT

Name:



Restricted Stock Unit Agreement – Emergence Grant Signature Page

This form applies to Participants with unvested RSUs and any other unvested equity awards from the Swift Energy Company 2016 Equity Incentive Plan (the “Plan”). Please refer to your Award Agreements for more information. Any election made on this form will revoke all prior beneficiary designations made by you. In the absence of any beneficiary designation made by you, your benefits remaining unpaid or rights remaining unexercised at your death will be paid to or exercised by the representative of your estate.


•	Complete all requested information. Enter the whole percentage you wish each beneficiary to receive. These whole percentages must total 100% for elected primary beneficiaries and 100% for elected contingent beneficiaries, if any.


•	You may designate benefits to a trust. Please include the name, date, and taxpayer ID of your trust below.


•	If you are married and name a primary beneficiary other than your spouse, please see the Spousal Consent section.

Participant Information (Please print clearly in ink)



_______________________________________________________ Last Name, First Name M.I	____________________ Social Security Number	___________________ Employee ID

Primary Beneficiary(ies):



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



__________________________________________ Street Address	_________________________ City	______ State	__________ ZIP Code



_________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number		___________ Percentage
__________________________________________________________________ Last Name, First Name M.I.			__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_______________________ City	______ State	_____________ ZIP Code



______________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	___________ Percentage



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number	___________ Percentage

Contingent Beneficiary(ies):

In the event none of the primary beneficiary(ies) named above is/are living, I designate the following person(s) as my contingent beneficiary(ies).



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



________________________________________________ Street Address	_________________________ City	______ State	_____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number		___________ Percentage
_________________________________________________________________ Last Name, First Name M.I.			___________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	______________ ZIP Code



_____________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	____________ Percentage

Designation of Custodian for Minor Children:

If you designate a child who is under age 18 as your beneficiary, you must also designate a custodian of assets for the child. Please indicate the custodian’s name and address below.



Child’s Name	Custodian’s Name	Custodian’s Address
1._________________________	______________	_____________________________
2._________________________	______________	_____________________________
3._________________________	______________	_____________________________

Participant Declaration and Signature

Current Marital Status: (check one)


¨	Single


¨	Married and have designated my spouse as the sole primary beneficiary. (No Spousal Consent required)


¨	Married and have not designated my spouse as the sole primary beneficiary. (Spousal Consent required)



Your signature________________________________________	Date_____________________

If you are married and have chosen a primary beneficiary other than your spouse, your spouse must complete the section below.

Spousal Consent



____________________________________________________________________ Spouse’s Name (please type or print)	________________________________ Spouse’s Social Security Number



________________________________________________________ Spouse’s Signature	________________________________ Date Signed

Please return your completed form via intercompany mail to: .

Exhibit B-II

SWIFT ENERGY COMPANY
2016 EQUITY INCENTIVE PLAN

[FORM OF] RESTRICTED STOCK UNIT AGREEMENT – EMERGENCE GRANT (TYPE II) ¹

* * * * *

Participant:

Grant Date: [Emergence Date]

Number of Restricted Stock Units: ²

* * * * *

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“ RSUs ”) provided herein to the Participant.

1. Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the RSUs hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its contents. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

_______________

¹ Note : To be used only for those recipients scheduled to receive Emergence RSU Awards, as previously approved by the parties, other than the executives scheduled to receive Emergence RSU Awards granted under the Type I RSU Agreement.

² Participant’s applicable number of Emergence RSU Awards, as set forth on Exhibit C to the Plan.

(i) any reduction of the Participant’s annual Base Salary by more than 10% per annum from the Participant’s Base Salary in effect at the Grant Date;

(iv) any material breach by the Company of any provision of this Agreement.

2. Grant of Restricted Stock Unit Award . The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any of the Shares underlying this Award unless and until such Shares are delivered to the Participant in accordance with Section 4.

3. Vesting .



	2

(b) Committee Discretion to Accelerate Vesting . Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and for any reason.

(e) Other Terminations . Except as set forth above, all unvested RSUs that are held by a Participant shall immediately terminate and be forfeited upon a Termination.

(f) Change in Control . If the Participant’s Termination is (i) by the Company other than for Cause or (ii) by the Participant for Good Reason (as such term is defined herein), in either case during the CIC Severance Protection Period (as such term is defined herein), the RSUs shall become fully vested upon the later of the occurrence of a Change in Control or such Termination.

4. Delivery of Shares .

(a) Except as provided in Section 4(b) or 4(c), the Company shall deliver to the Participant the Shares underlying the outstanding RSUs within thirty (30) days following each date such RSUs vest. In no event shall a Participant be entitled to receive any Shares with respect to any unvested or forfeited portion of the RSUs.



	3

Company in compliance with Section 409A of the Code, then payment for the RSUs shall be made on the earlier of (i) the fifth (5 ^th ) business day of the seventh month after the date of the Participant’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or (ii) the Grantee’s death.

(e) The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Shares corresponding to such RSUs.

5. Dividend Equivalents; Voting and Other Rights .

6. Non‑transferability .



	4

other than by testamentary disposition by the Participant or by the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of this RSU, or the levy of any execution, attachment or similar legal process upon this RSU, contrary to the terms and provisions of this Agreement and/or the Plan, shall be null and void and without legal force or effect.

(b) The Participant will not Transfer the Shares deliverable with respect to the RSUs in violation of the Plan, this Agreement, the Securities Act (or the rules and regulations promulgated thereunder) or under any other applicable securities laws. The Participant agrees that the Participant will not dispose of the Shares to be issued hereunder unless and until the Participant has complied with all requirements of the Plan and this Agreement applicable to the disposition of such Shares.



	5

8. Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

9. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof.



	6

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

18. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

[Remainder of Page Intentionally Left Blank]



	7



	8

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

SWIFT ENERGY COMPANY

By:

Name:

Title:

Restricted Stock Unit Agreement – Emergence Grant Signature Page

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

PARTICIPANT

Name:



Restricted Stock Unit Agreement – Emergence Grant Signature Page


•	Complete all requested information. Enter the whole percentage you wish each beneficiary to receive. These whole percentages must total 100% for elected primary beneficiaries and 100% for elected contingent beneficiaries, if any.


•	You may designate benefits to a trust. Please include the name, date, and taxpayer ID of your trust below.


•	If you are married and name a primary beneficiary other than your spouse, please see the Spousal Consent section.

Participant Information (Please print clearly in ink)



_______________________________________________________ Last Name, First Name M.I	____________________ Social Security Number	___________________ Employee ID

Primary Beneficiary(ies):



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



__________________________________________ Street Address	_________________________ City	______ State	__________ ZIP Code



_________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number		___________ Percentage
__________________________________________________________________ Last Name, First Name M.I.			__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_______________________ City	______ State	_____________ ZIP Code



______________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	___________ Percentage



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



___________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number	___________ Percentage

Contingent Beneficiary(ies):

In the event none of the primary beneficiary(ies) named above is/are living, I designate the following person(s) as my contingent beneficiary(ies).



__________________________________________________________________ Last Name, First Name M.I.	__________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	____________ ZIP Code



________________________________________________ Street Address	_________________________ City	______ State	_____________ ZIP Code



__________________________________ Relationship	__________________________ Birth Date/Date of Trust	_____________________ Phone Number		___________ Percentage
_________________________________________________________________ Last Name, First Name M.I.			___________________________________ Social Security Number/Taxpayer ID No.



______________________________________________ Street Address	_________________________ City	______ State	______________ ZIP Code



_____________________________________ Relationship	__________________________ Birth Date/Date of Trust	___________________ Phone Number	____________ Percentage

Designation of Custodian for Minor Children:

If you designate a child who is under age 18 as your beneficiary, you must also designate a custodian of assets for the child. Please indicate the custodian’s name and address below.



Child’s Name	Custodian’s Name	Custodian’s Address
1._________________________	______________	_____________________________
2._________________________	______________	_____________________________
3._________________________	______________	_____________________________

Participant Declaration and Signature

Current Marital Status: (check one)


¨	Single


¨	Married and have designated my spouse as the sole primary beneficiary. (No Spousal Consent required)


¨	Married and have not designated my spouse as the sole primary beneficiary. (Spousal Consent required)



Your signature________________________________________	Date_____________________

If you are married and have chosen a primary beneficiary other than your spouse, your spouse must complete the section below.

Spousal Consent



____________________________________________________________________ Spouse’s Name (please type or print)	________________________________ Spouse’s Social Security Number



________________________________________________________ Spouse’s Signature	________________________________ Date Signed

Please return your completed form via intercompany mail to: .



Number	ORGANIZED UNDER THE LAWS OF DELAWARE	Shares
	ORGANIZED UNDER THE LAWS OF DELAWARE

SWIFT ENERGY COMPANY

COMMON STOCK

$.01 PAR VALUE

CUSIP 87073T 105



This is to Certify that		is the owner of
		fully paid and

Non-assessable shares of the above Company transferable only on the books of the Company by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness, the seal of the Company and the signatures of its duly authorized officers.



Dated	______________________________



/s/ Christopher M. Abundis		/s/ Terry E. Swift
Christopher M. Abundis, Secretary		Terry E. Swift, Chief Executive Officer

SWIFT ENERGY COMPANY

PLEASE INSERT SOCIAL SECUIRTY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

	Shares
of the Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint	Attorney
to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

Dated: ________________________________________



X
x	(SIGNATURE)
	(SIGNATURE)

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)

SIGNATURE(S) GUARANTEED BY:

DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “ Agreement ”) is made and entered into as of April 22, 2016 (the “ Effective Date ”) by and among Swift Energy Company, a Delaware corporation (the “ Company ”), and each of the other parties identified on the signature pages hereto (collectively, the “ Consenting Noteholders ”).

RECITALS

WHEREAS, on December 31, 2015, the Company and certain of its subsidiaries filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, and subsequently submitted that certain Joint Plan of Reorganization (the “ Plan ”), which as amended, was confirmed by the United States Bankruptcy Court for the district of Delaware on March 31, 2016; and

WHEREAS, in connection with the Plan, the Company and the Consenting Noteholders desire to set forth certain understandings among such parties, including with respect to certain corporate governance matters.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Certain Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” of a specified Person is a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Beneficial Owner ” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “ Beneficially Own ” and “ Beneficial Ownership ” shall have correlative meanings.

“ Board ” means the Board of Directors of the Company.

“ Bylaws ” means the bylaws of the Company, dated April 22, 2016, as amended or restated from time to time.

“ Certificate of Incorporation ” means the certificate of incorporation of the Company, dated April 22, 2016, as amended or restated from time to time.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Consenting Noteholders ” has the meaning set forth in the preamble to this Agreement. For the avoidance of doubt, unless expressly specified otherwise, the term “Consenting Noteholders” includes SVP.

“ Control ” (including the terms “ Controlling ,” “ Controlled by ” and “ under common Control with ”) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person.

“ Designated Directors ” means, collectively, the SVP Designated Directors and the Noteholder Designated Directors.

“ Effective Date ” has the meaning set forth in Section 3.1 of this Agreement.

“ Equity Percentage ” means, for any Person, the percentage produced by dividing the number of shares of Common Stock owned by such Person by the total number of shares of Common Stock that are outstanding at such time; provided , that , any Common Stock issued or issuable upon exercise of the Warrants shall be excluded from the numerator and denominator of this calculation.

“ Necessary Action ” means all actions (to the extent such actions are permitted by applicable law and, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Company’s directors may have in such capacity) necessary to cause the Board to be composed in accordance with this Agreement, including, to the extent applicable, (i) including each Designated Director in the Board’s slate of nominees to the stockholders for each election of directors, (ii) including each Designated Director in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Board with respect to the election of members of the Board, (iii) not nominating any candidate for the slate of nominees for each election of directors that is not a Designated Director, (iv) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (v) executing agreements and instruments and (vi) making or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“ Noteholder Designated Directors ” has the meaning set forth in Section 2.2(a)(iii) of this Agreement.

“ Noteholder Entities ” has the meaning set forth in Section 2.2(a)(iii) of this Agreement.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.

“ Plan ” has the meaning set forth in the preamble to this Agreement.

“ Proceeding ” has the meaning set forth in Section 4.7 of this Agreement.

“ Selected Courts ” has the meaning set forth in Section 4.7 of this Agreement.

“ SVP ” means Strategic Value Partners, LLC, a Delaware limited liability company.

“ SVP Designated Directors ” has the meaning set forth in Section 2.2(a)(ii) of this Agreement.

“ SVP Entities ” has the meaning set forth in Section 2.2(a)(ii) of this Agreement.

“ Warrants ” means the warrants issued pursuant to and as defined in the Plan.

Section 1.2 Rules of Construction . Unless the context otherwise requires:

(a) References in the singular or to “him,” “her,” “it,” “itself” or other like references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may be;

(b) References to Articles and Sections shall refer to articles and sections of this Agreement, unless otherwise specified;

(c) The headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof;

(d) This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party that drafted and caused this Agreement to be drafted; and

(e) References to “including” in this Agreement shall mean “including, without limitation,” whether or not so specified.

ARTICLE II
GOVERNANCE MATTERS

Section 2.1 Initial Board Designees .

(a) At the Effective Date, the Company and the Consenting Noteholders shall take all Necessary Action to cause the initial Board to consist of seven (7) members as follows:

(i) the Chief Executive Officer of the Company, which shall be Terry E. Swift;

(ii) two directors designated by SVP, which shall be Peter Kirchof and David Geenberg;

(iii) two directors designated by the Consenting Noteholders (excluding SVP), which shall be Gabe Ellisor and Charles Wampler; and

(iv) one independent director which shall be Michael Duginski, and one vacancy which shall be filled within 30 days after the Effective Date in accordance with the Certificate of Incorporation (and which will be the Chairman).

Michael Duginski and Peter Kirchof shall serve as Class I Directors (as defined in the Certificate of Incorporation) with an initial term which will expire at the first annual meeting of the stockholders of the Company held after the Effective Date; Gabe Ellisor and Charles Wampler shall serve as Class II Directors (as defined in the Certificate of Incorporation) with an initial term which will expire at the second annual

meeting of the stockholders of the Company held after the Effective Date; and Terry E. Swift, David Geenberg and the director who fills the initial vacancy shall serve as Class III Directors (as defined in the Certificate of Incorporation) with an initial term which shall expire at the third annual meeting of the stockholders of the Company held after the Effective Date.

For purposes of this Section 2.1 and Section 2.2 below, references to “designated by the Consenting Noteholders” shall refer to such designation made by the Consenting Noteholders holding the majority of the outstanding Common Stock held by the Consenting Noteholders in the aggregate.

Section 2.2 Subsequent Board Designees .

(a) Following the expiration of the initial terms stated in Section 2.1 , the Company and the Consenting Noteholders shall take all Necessary Action to cause the Board to consist of seven (7) members as follows:

(i) the Chief Executive Officer of the Company, which shall be a Class III Director;

(ii) two nominees designated by SVP (the “ SVP Designated Directors ”), which shall be one Class I Director and one Class III Director; provided , that (A) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III Director, at such time as SVP and its Affiliates (other than other Consenting Noteholders) (the “ SVP Entities ”) collectively Beneficially Own Common Stock representing an Equity Percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their Equity Percentage, and (B) SVP shall permanently, and despite any later increase in their Equity Percentage, no longer be entitled to designate a nominee pursuant to this Section 2.2(a)(ii) at such time as the SVP Entities collectively Beneficially Own Common Stock representing an Equity Percentage of less than 8%;

(iii) two nominees designated by the Consenting Noteholders (excluding SVP until such time that SVP is no longer entitled to designate an SVP Designated Director) (the “ Noteholder Designated Directors ”), which shall be two Class II Directors; provided , that (A) the number of nominees designated by such Consenting Noteholders shall be reduced to one director, which shall be a Class II Director, at such time as such Consenting Noteholders and their Affiliates (the “ Noteholder Entities ”) collectively Beneficially Own Common Stock representing an Equity Percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their Equity Percentage, and (B) except as set forth in clause (iv) below, such Consenting Noteholders shall permanently, and despite any later increase in their Equity Percentage, no longer be entitled to designate a nominee at such time as the Noteholder Entities collectively Beneficially Own Common Stock representing an Equity Percentage of less than 8%;

(iv) for the purposes of calculating the Equity Percentage in clauses (A) and (B) of Section 2.2(a)(iii) , with respect to SVP’s ownership, the Equity Percentage shall only include the portion of SVP’s Equity Percentage that exceeds 15% up to a maximum of 7.9%, until such time that SVP is no longer entitled to designate an SVP Designated Director. At such time that SVP is no longer entitled to designate an SVP Designated Director, all of SVP’s ownership shall be included in the Equity Percentage calculations in clauses (A) and (B) of Section 2.2(a)(iii) . For the purposes of Section 2.2(a)(iii) , the designation right contained in such provision shall still be available at the time SVP is no longer entitled to designate an SVP Designated Director, if at such time, the Equity Percentage ownership threshold in clause (B) of Section 2.2(a)(iii) is satisfied; and

(v) one independent director and one additional director (which will be the Chairman) nominated by the Strategy, Nominating and Governance Committee of the Board, which shall be a Class I Director and a Class III Director.

(b) To exercise the rights contemplated by Section 2.2(a) , the Consenting Noteholders will be required to present to the Board reasonably satisfactory evidence of their share ownership.

(c) So long as SVP is entitled to designate a nominee pursuant to Section 2.2(a)(ii) , SVP shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by SVP be removed for any reason, whether by SVP or otherwise in accordance with the Certificate of Incorporation and the Bylaws, SVP shall be entitled to designate an individual to fill the vacancy created by such removal so long as SVP is entitled to designate a nominee pursuant to Section 2.2(a)(ii) on the date of such replacement designation.

(d) So long as the Consenting Noteholders are entitled to designate a nominee pursuant to Section 2.2(a)(iii) , the Consenting Noteholders holding the majority of the outstanding Common Stock held by the Consenting Noteholders entitled to make such designation in Section 2.2(a)(iii) in the aggregate shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by the Consenting Noteholders be removed for any reason, whether by the Consenting Noteholders or otherwise in accordance with the Certificate of Incorporation and the Bylaws, the Consenting Noteholders shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Consenting Noteholders are entitled to designate a nominee pursuant to Section 2.2(a)(iii) on the date of such replacement designation. For purposes of this Section 2.2(d) , references to “Consenting Noteholders” shall refer to the Consenting Noteholders excluding SVP until such time that SVP is no longer entitled to designate an SVP Designated Director.

(e) In connection with the required resignation of any director appointed by a Consenting Noteholder pursuant to this Section 2.2 , such director may tender his or her resignation in advance of the date on which such resignation is required pursuant to this Section 2.2 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his or her subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Consenting Noteholder pursuant to this Section 2.2 may elect to have his or her resignation be effective immediately upon tender.

(f) If a Designated Director is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, SVP and/or the Consenting Noteholders, as applicable, shall be entitled to designate promptly another nominee and the director position for which the original Designated Director was nominated shall not be filled pending such designation.

Section 2.3 Restrictions on Other Agreements . No Consenting Noteholder shall grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or arrangements are with other Consenting Noteholders, holders of shares of Common Stock that are not parties to this Agreement or otherwise). In addition, no Consenting Noteholder shall nominate or propose for election any director other than pursuant to the terms of this Agreement.

Section 2.4 Reimbursement of Expenses . The Company shall reimburse each Director for all reasonable and documented out-of-pocket expenses incurred in connection with such Director’s participation in the meetings of the Board or any committee of the Board, including all reasonable and documented travel, lodging and meal expenses.

Section 2.5 D&O Insurance . The Company shall use its reasonable best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to SVP and the Consenting Noteholders, and the Certificate of Incorporation and the Bylaws shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law.

Section 2.6 Board Committees . The Board shall have three standing committees, consisting of the Audit Committee, Compensation Committee and the Strategy, Nominating and Governance Committee.

ARTICLE III
EFFECTIVENESS AND TERMINATION

Section 3.1 Effectiveness . Upon the Plan becoming effective, this Agreement shall thereupon be deemed to be effective (the “Effective Date”). However, to the extent the Plan does not become effective, the provisions of this Agreement shall be without any force or effect.

Section 3.2 Termination . This Agreement shall terminate upon the earlier to occur of (a) such time as the Consenting Noteholders in the aggregate no longer Beneficially Own Common Stock representing an Equity Percentage equal to or greater than 8% or (b) the delivery of written notice to the Company by all of the Consenting Noteholders, requesting the termination of this Agreement. Further, at such time as a particular Consenting Noteholder no longer Beneficially Owns any shares of Common Stock, all rights and obligations of such Consenting Noteholder under this Agreement shall terminate.

ARTICLE IV
MISCELLANEOUS

Section 4.1 Notices . All notices, requests, consents and other communications hereunder to any party shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier or mailed by registered or certified mail to such party at the address set forth below (or such other address as shall be specified by like notice). Notices will be deemed to have been given hereunder when personally delivered, one calendar day after deposit with a nationally recognized overnight courier and five calendar days after deposit in U.S. mail.

(a) if to the Company, to:

Swift Energy Company

17001 Northchase Drive, Suite 100

Houston, Texas 77060

Fax:

Attention: Chris Abundis, Vice President, General Counsel and Secretary

With copy to:

Jones Day

222 E. 41 ^st Street

New York, NY 10017

Fax: (212) 755-7306

Attention: Alex Gendzier

(b) if to SVP or any SVP Designated Director or to the Consenting Noteholders or any Noteholder Designated Director, to the address set forth on the applicable signature page hereto, with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

600 Travis Street, Suite 3300

Houston, TX 77002

Fax: (713) 835-3601

Attention: Matthew R. Pacey, P.C.

Section 4.2 Severability . The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 4.3 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be considered one and the same agreement.

Section 4.4 Entire Agreement; No Third Party Beneficiaries . This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

Section 4.5 Further Assurances . Each party shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other parties hereto to give effect to and carry out the transactions contemplated herein.

Section 4.6 Governing Law; Equitable Remedies . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

Section 4.7 Consent To Jurisdiction . With respect to any suit, action or proceeding (“ Proceeding ”) arising out of or relating to this Agreement, each of the parties hereto hereby irrevocably (a) submits to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom (the “ Selected Courts ”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided , however , that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company or the Principal Stockholders at their respective addresses referred to in Section 4.1 hereof; provided , however , that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND TO HAVE ALL MATTERS RELATING TO THIS AGREEMENT BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 4.8 Amendments; Waivers .

(a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, the Company and the Consenting Noteholders holding the majority of the outstanding Common Stock held by the Consenting Noteholders in the aggregate, or in the case of a waiver, by each of the parties against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 4.9 Transfer . Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided , however , that each right to nominate or participate in the nomination of a Designated Director with respect to a share of Common Stock pursuant to this Agreement may be transferred by the holder of such right under this Agreement so long as the following conditions are satisfied: (1) the transferring party owns at least 8% of the outstanding stock at the date of the transfer, (2) the transfer consists of the transfer of all of the transferring party’s Common Stock and all of its rights under this Agreement and (3) the nomination rights contained in Section 2.2(a)(ii) shall only be transferable one time and only to a transferee that is not primarily in the business of operating oil and gas properties in the same geographic area as the business of the Company in the United States. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

SWIFT ENERGY COMPANY

/s/ Terry E. Swift _________________


Name:	Terry E. Swift


Title:	Chief Executive Officer

[Swift Energy Company - Director Nomination Agreement]

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

Merril Lynch Pierce Fenner and Smith

/s/ Vincenzo Ruocco______________________


Name:	Vincenzo Ruocco


Title:	Vice President, US Corporate Actions

For notices pursuant to Section 4.1(b) , deliver to:



Name:	US Corporate Actions
Attention:	Vincenzo Ruocco
Address:	222 Broadway, 11 ^th Floor
	New York, NY 10038
	USA
Email:	BASCorporateActions@bofasecurities.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

/s/ Michael McCormick____________________


Name:	Michael McCormick


Title:	Chief Financial Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Whitebox Advisors LLC
Attention:	Sarah Bell
Address:	3033 Excelsior Blvd, Suite 300
	Minneapolis

Email:	sbell@whiteboxadvisors.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

PINE RIVER BAXTER FUND LTD

By: Pine River Capital Management L.P.

Its: Investment Manager

/s/ Tim O’Brien ______________________


Name:	Tim O’Brien


Title:	General Counsel and Co-Chief Operating Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Pine River Capital Management L.P.
Attention:	Legal Department
Address:	601 Carlson Parkway, 7 ^th Floor
	Minnetonka, MN 55305

Email:	legal@prcm.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

PINE RIVER DEERWOOD FUND LTD

By: Pine River Capital Management L.P.

Its: Investment Manager

/s/ Tim O’Brien _________


Name:	Tim O’Brien


Title:	General Counsel and Co-Chief Operating Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Pine River Capital Management L.P.
Attention:	Legal Department
Address:	601 Carlson Parkway, 7 ^th Floor
	Minnetonka, MN 55305

Email:	legal@prcm.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

PINE RIVER FIXED INCOME MASTER

FUND LTD.

By: Pine River Capital Management L.P.

Its: Investment Manager

/s/ Tim O’Brien ______________________


Name:	Tim O’Brien


Title:	General Counsel and Co-Chief Operating Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Pine River Capital Management L.P.
Attention:	Legal Department
Address:	601 Carlson Parkway, 7 ^th Floor
	Minnetonka, MN 55305

Email:	legal@prcm.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

PINE RIVER MASTER FUND LTD.

By: Pine River Capital Management L.P.

Its: Investment Manager

/s/ Tim O’Brien ______________________


Name:	Tim O’Brien


Title:	General Counsel and Co-Chief Operating Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Pine River Capital Management L.P.
Attention:	Legal Department
Address:	601 Carlson Parkway, 7 ^th Floor
	Minnetonka, MN 55305

Email:	legal@prcm.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

LMA SPC FOR AND ON BEHALF OF MAP 89 SEGREGATED PORTFOLIO

By: Pine River Capital Management L.P.

Its: Investment Manager

/s/ Tim O’Brien ______________________


Name:	Tim O’Brien


Title:	General Counsel and Co-Chief Operating Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Pine River Capital Management L.P.
Attention:	Legal Department
Address:	601 Carlson Parkway, 7 ^th Floor
	Minnetonka, MN 55305

Email:	legal@prcm.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

Valo Group Offshore Fund, Ltd

/s/ John Licciardello _________________


Name:	John Licciardello


Title:	Managing Member of Valo Group, LLC

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Valo Group Fund, LP
Attention:	John Licciardello
Address:	2001 Market Street
	Suite 2630
	Philadelphia, PA 19103
Email:	jl@valogroup.com

/s/ Michael Lipsky________________________


Name:	Michael Lipsky

Title: PM

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Matlin Patterson Global Advisors LLC
Attention:	Patrick Mulhern/Diane Chien
Address:	520 Madison Ave, 35 ^th Floor
	New York, NY 10022

Email:	ops@matlinpatterson.com

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

Name: ______________________________

Attention: ___________________________

Address: ____________________________

____________________________

Email: ______________________________

/s/ Niklas Nordenfelt_____________________


Name:	Niklas Nordenfelt

Title: Sr. Portfolio Manager

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Wells Fargo Asset Management
Attention:	Michael Mallardi and Oscar Olivas
Address:	525 Market Street, 10th Floor
	San Francisco, CA 94105

Email:	michael.j.mallardi@wellsfargo.com

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

Name: ______________________________

Attention: ___________________________

Address: ____________________________

____________________________

Email: ______________________________

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

WELLS FARGO BANK, NATIONAL

ASSOCIATION

/s/ Katherine L. Stewart


Name:	Katherine Stewart


Title:	Authorized Signatory

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Wells Fargo Bank, National Association
Attention:	Loan Trade Support
Address:	1525 West WT Harris Blvd.
	Building 1B-1
	Charlotte, NC 28262
Email:	LoanTradeSupport@wellsfargo.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

/s/ Cory B. Nass _________________


Name:	Cory B. Nass


Title:	As General Counsel of Investment Advisor

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Kore Fund Ltd
Attention:	J. Gary Kosinski
Address:	1501 Corporate Drive, Suite 230
	Boynton Beach, Florida 33426

Email:	gkosinski@KoreCapital.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_____________________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

/s/ David Zirin _________________


Name:	David Zirin


Title:	Chief Operating Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Pentwater Capital Management LP
Attention:	David Zirin
Address:	614 Davis Street
	Evanston, IL 60201

Email:	DZIRIN@PWCM.COM

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

BOF HOLDINGS IV, LLC

/s/ Richard Siegel _________________


Name:	Richard Siegel


Title:	Authorized Signatory

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Bayside Capital, Inc.
Attention:	Richard Siegal
Address:	1450 Brickell Ave., Floor 31
	Miami, FL 33131

Email:

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

Pioneer Funds – U.S. High Yield

Pioneer Global High Yield Fund

ING Partners, Inc. – VY Pioneer High

Yield Portfolio______

Pioneer Multi-Asset Income Fund

Pioneer Dynamic Credit Fund

Pioneer Strategic Income Fund

Met Investors Series Trust – Pioneer Strategic Income Portfolio

Pioneer High Yield Fund

Pioneer High Yield VCT Portfolio

Pioneer Strategic Income VCT Portfolio

Pioneer Institutional Solutions – Credit Opportunities

By: Pioneer Investment Management, Inc.,

As adviser to each

/s/ William Taylor _________________


Name:	William Taylor


Title:	Vice President

Symetra Sub-Acct 193 Fund

Metropolitan Water Reclamation District Retirement Fund

PIA – Global High Yield Bond

Multi-Sector Fixed Income Fund LLC

Pioneer Multi-Sector Fixed Income Trust

By: Pioneer Institutional Asset Management, Inc., as adviser to each

/s/ Margaret C. Begley _________________


Name:	Margaret C. Begley


Title:	Vice President and Secretary

For notices pursuant to Section 4.1(b) , deliver to:



Name:	William Taylor
Address:	60 State Street
	Boston, MA 020109
Email:	William.taylor@pioneerinvestments.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

DW Catalyst Master Fund, Ltd.

By: DW Partners, L.P., its investment manager

/s/ Shawn Singh _________________


Name:	Shawn Singh


Title:	Authorized Signatory

For notices pursuant to Section 4.1(b) , deliver to:



Name:	DW Catalyst Master Fund, Ltd. c/o DW Partners, LP.
Attention:	DW Legal
Address:	590 Madison Avenue
	New York, NY 10022

Email:	Dw.legal@dwpartners.com

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

James Dougherty ______________


Name:	James Dougherty


Title:	Fund Chief Financial Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Strategic Value Partners LLC
Attention:	David Charnin, General Counsel
Address:	100 West Putnam Avenue
	Greenwich
	CT 06230
Email:	legalnotices@svpglobal.com
Fax:	203-618-3643

_________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:



Name:
Attention:
Address:


Email:

CONSENTING NOTEHOLDERS:

STRATEGIC VALUE PARTNERS, LLC

_________________________

Name:

Title:

For notices pursuant to Section 4.1(b) , deliver to:

HUTCHIN HILL CAPITAL PRIMARY FUND, LTD

By: Hutchin Hill Capital, LP, its investment manager

/s/ Scott A Kislin _________________


Name:	Scott A Kislin


Title:	Chief Legal Officer

For notices pursuant to Section 4.1(b) , deliver to:



Name:	Hutchin Hill Capital, LP
Attention:	Legal
Address:	142 West 57 ^th Street, 15 ^th Floor
	New York, NY 10019

Email:	legal@hutchinhill.com

Exhibit 5.1

April 25, 2016

Swift Energy Company

17001 Northchase Drive, Suite 100

Houston, Texas 77060

Re: Registration Statement on Form S-8 Filed by Swift Energy Company

Ladies and Gentlemen:

We have acted as counsel for Swift Energy Company, a Delaware corporation (the “ Company ”), in connection with the Swift Energy Company 2016 Equity Incentive Plan (the “ Incentive Plan ”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 582,011 shares (the “ Shares ”) of the Company’s common stock, par value $0.01 per share, that may be issued or delivered and sold pursuant to the Incentive Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder (the “ Award Agreements ”) will be, when issued or delivered and sold in accordance with the Incentive Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Incentive Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Incentive Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “ Act ”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 582,011 shares of common stock of Swift Energy Company under the Swift Energy Company 2016 Equity Incentive Plan of our reports dated March 4, 2016, with respect to the consolidated financial statements of Swift Energy Company and its subsidiaries, and the effectiveness of internal control over financial reporting of Swift Energy Company and its subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

Houston, Texas

April 26, 2016

H.J. GRUY AND ASSOCIATES, INC.

6575 West Loop South, Suite 550, Bellaire, Texas 77401 • TEL. (713) 739-1000 •FAX (713) 739-6112

EXHIBIT 23.2

CONSENT OF H.J. GRUY AND ASSOCIATES, INC.

We hereby consent to the use of the name H.J. Gruy and Associates, Inc. and of reference to H.J. Gruy and Associates, Inc. and to the inclusion of and references to our report, or information contained therein, dated February 2, 2016, prepared for Swift Energy Company in the Registration Statement on Form S-8 filed on or about April 25, 2016, pertaining to the registration of shares of common stock of Swift Energy Company under the Swift Energy Company 2016 Equity Incentive Plan.

We further consent to references to this firm under the heading “EXPERTS.”

H.J. GRUY AND ASSOCIATES, INC.

by: /s/ Marilyn Wilson

Marilyn Wilson, P.E.

President and Chief Executive Officer

April 25, 2016

Houston, Texas

AEF01083CONd Gruy Consent - S-8 - 2016.docx