2001 Omnibus Stock Compensation Plan

«DATE»

Grant of Options. Swift Energy Company hereby grants to «NAME» (the "Optionee") incentive stock options for a total of «AMOUNT» («AMOUNT1») shares of the Company's common stock, par value of $.01 per share (the "Options"), exercisable at the price and upon the terms and conditions set forth hereinbelow, and subject to any adjustments made pursuant to Section 12 of the Plan.

Approval of Counsel Required for Issuance of Common Stock. No share of Common Stock shall be issued pursuant to the exercise of the Options unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws.

Options Subject to Plan. The Options are granted as Incentive Stock Options (subject to the $100,000 per calendar year limitations contained in Section 6(j) of the Plan, as such limit may be changed by the Code) pursuant to the Company's 2001 Omnibus Stock Compensation Plan (the “Plan”), and are in all respects subject to the terms, provisions, conditions and restrictions of the Plan. A copy of the Plan is attached hereto as Exhibit A and is incorporated herein by reference. In the event of any conflict between this instrument and the Plan, the Plan shall control.

Defined Terms. Except as otherwise defined herein, capitalized terms used in this instrument shall have the meanings ascribed to such terms in the Plan.

Date of Grant. The Options are granted as of the date first set forth above.

Exercise Price. Each Option shall have an exercise price for the related share of Common Stock of $_______, which is not less than the Fair Market Value of each share of Common Stock calculated in accordance with Section 2(j) of the Plan, or, if the Optionee is a Ten Percent Shareholder, is not less than 110% of such Fair Market Value. The exercise price is subject to adjustment pursuant to Section 12 of the Plan.

Vesting of Options. The Options shall be exercisable in installments in accordance with the following table, except as otherwise provided in the Plan:

Option Period. Each Option may be exercised at any time between the date at which it becomes exercisable and ten years from the Date of Grant, or five years from the Date of Grant if Optionee is a Ten Percent Shareholder, inclusive of such dates, except that in the event of the Optionee's death, or his or her Disability (defined under Section 2 of the Plan), or if the Optionee's employment by the Company is terminated for any reason, or if there is a Change in Control of the Company, then the provisions of Sections 10(a), 10(c) and 13 of the Plan, respectively, shall govern the option period.

Method of Exercise. The Options are exercisable in accordance with the procedures, but subject to all conditions and restrictions, set forth in the Plan.

Limitation on Exercise. The aggregate Fair Market Value (determined as of the date first set forth above) of the number of shares of Common Stock with respect to which Options are exercisable for the first time by the Optionee during any calendar year as "Incentive Stock Options" under Section 422 of the code shall not exceed $100,000, or such other limit as may be required by the Code.

Transferability. The Options are not assignable or transferable except by will or the laws of descent and distribution.

SWIFT ENERGY COMPANY

By:_________________________________

The Optionee acknowledges receipt of a copy of the Plan, represents that he is familiar with the terms and provisions thereof, and hereby accepts the Options evidenced hereby subject to all the terms, provisions, conditions and restrictions of the Plan.

________________________________________

Printed Name: ____________________________

NONQUALIFIED STOCK OPTION AGREEMENT

2001 Omnibus Stock Compensation Plan

Date of Grant

Grant of Options. Swift Energy Company hereby grants to «NAME» (the "Optionee") NonQualified stock options for a total of «AMOUNT» («AMOUNT1») shares of the Company's common stock, par value of $.01 per share (the "Options"), exercisable at the price and upon the terms and conditions set forth hereinbelow, and subject to any adjustments made pursuant to Section 12 of the Plan. These options are granted in connection with certain consulting work performed for the Company.

Approval of Counsel Required for Issuance of Common Stock. No share of Common Stock shall be issued pursuant to the exercise of the Options unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws.

Options Subject to Plan. The Options are granted as NonQualified Stock Options pursuant to the Company's 2001 Omnibus Stock Compensation Plan (the “Plan”), and are in all respects subject to the terms, provisions, conditions and restrictions of the Plan. A copy of the Plan is available upon request and is incorporated herein by reference. In the event of any conflict between this instrument and the Plan, the Plan shall control.

Defined Terms. Except as otherwise defined herein, capitalized terms used in this instrument shall have the meanings ascribed to such terms in the Plan.

Date of Grant. The Options are granted as of the date first set forth above.

Exercise Price. Each Option shall have an exercise price for the related share of Common Stock of $________, which is not less than the Fair Market Value of each share of Common Stock calculated in accordance with Section 2(j) of the Plan. The exercise price is subject to adjustment pursuant to Section 12 of the Plan.

Vesting of Options. The Options shall be exercisable in installments in accordance with the following table, except as otherwise provided in the Plan:

Option Period. Each Option may be exercised at any time between the date at which it becomes exercisable and ten years from the Date of Grant, inclusive of such dates, except that in the event of the Optionee's death, or his or her Disability (defined under Section 2 of the Plan), or if there is a Change in Control of the Company, then the provisions of Sections 10(a), and 13 of the Plan, respectively, shall govern the option period.

Method of Exercise. The Options are exercisable in accordance with the procedures, but subject to all conditions and restrictions, set forth in the Plan.

Transferability. The Options are not assignable or transferable except by will or the laws of descent and distribution.

SWIFT ENERGY COMPANY

By:_________________________________

The Optionee acknowledges receipt of a copy of the Plan, represents that he is familiar with the terms and provisions thereof, and hereby accepts the Options evidenced hereby subject to all the terms, provisions, conditions and restrictions of the Plan.

________________________________________

Printed Name: ____________________________

SWIFT ENERGY COMPANY

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is effective as of the ____ day of ______________, 200__, by and between SWIFT ENERGY COMPANY, a Texas corporation (the “Company”) and ____________________, individually (“Participant”), in connection with the Participant’s past and future employment with the Company.

A. Award. The Company hereby grants to Participant a restricted stock award covering ________________ shares (the “Shares”) of common stock, par value $.01 per share, of the Company according to the terms and conditions set forth herein and in the Company’s 2001 Omnibus Stock Compensation Plan (the “Plan”) and shall constitute a Restricted Stock Grant under Section 8 of the Plan. A copy of the Plan has been furnished or made available to the Participant.

Participant hereby acknowledges (i) opportunity to review the Plan, (ii) Participant’s understanding of the terms and provisions of the award and the Plan, and (iii) Participant’s understanding that, by its signature below, Participant is agreeing to be bound by all of the terms and provisions of this award and the Plan.

Without limitation, Participant agree to accept as binding, conclusive and final all decisions or interpretations (including, without limitation, all interpretations of the meaning of provisions of the Plan, or award, or both) of the Compensation Committee of the Company’s Board of Directors upon any questions arising under the Plan, or this award, or both.

B. Restrictions on Transfer. Until the award covering specified Shares vests pursuant to Section C below, the Shares may not be transferred, pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company, and no attempt to transfer the unvested portion of the award covering any of the Shares or the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to such award or Shares.

C. Vesting. Except as otherwise provided in this Agreement, the restrictions set out in Section B above shall lapse as to twenty percent (20%) of the Shares and the award covering such twenty percent (20%) of the Shares shall vest on February 8, 2006 (the “Vesting Date”), and twenty percent (20%) of the Shares shall vest on each anniversary of the Vesting Date thereafter until all of the Shares are fully vested unless earlier forfeited pursuant to the terms of Section D of this Agreement.

D. Forfeiture. All of Participant’s rights to all of the unvested portion of the award covering any of the Shares shall be immediately and irrevocably forfeited if Participant ceases to be an employee of the Company or any affiliate of the Company prior to vesting of all or any part of the Shares pursuant to Section C of this Agreement, whether or not employment is terminated with or without cause, unless the Compensation Committee shall determine otherwise. Upon forfeiture, Participant will no longer have any rights relating to unvested Shares, including the right to vote such Shares and the right to receive dividends, if any, declared on such Shares.

E. Termination. This Agreement shall terminate (i) immediately without any notice upon termination of Participant’s employment, with or without cause, or (ii) when all of the Shares are fully vested hereunder.

F. Legends; Certificates. Participant agrees that each certificate representing unvested Shares will bear any legend required by law and a legend reading substantially as follows:

The securities represented by this certificate are subject to the provisions of a Restricted Stock Award Agreement with Swift Energy Company effective as of September 1, 2004. None of the securities represented by this certificate may be transferred, pledged, alienated, attached or otherwise encumbered, and any purported transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company, and no attempt to transfer, pledge, alienate, attach or encumber such securities, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported transferee, pledgee or the like with any interest or right in or with respect to such securities.

Stock certificates shall be issued in respect of each twenty percent (20%) vesting block of the Shares in the name of Participant. Participant agrees that it shall deliver to the Company duly executed stock powers in blank for each certificate and that the Company shall hold all certificates representing unvested Shares accompanied by the executed stock power in escrow until such time such Shares represented by the certificate become vested. After vesting and upon delivery of written instructions by Participant, the Company shall remove the legend and re-issue a certificate to be delivered to Participant in accordance with Participant’s written instructions.

Miscellaneous.

1. Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.

2. No Right to Retention. The issuance of the Shares shall not be construed as giving Participant the right to be employed or continue to be employed by the Company or an affiliate of the Company, nor will it affect in any way the right of the Company or an affiliate of the Company to terminate such employment or position at any time, with or without cause, pursuant to the terms of an employment agreement, if any, or otherwise in accordance with applicable law. In addition, the Company or an affiliate of the Company may at any time terminate any employment agreement free from any liability or any claim under the Plan or this Agreement. Nothing in this Agreement shall confer on any person any legal or equitable right against the Company or any affiliate of the Company, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an affiliate of the Company. The award covering the Shares granted hereunder shall not form any part of the consideration, compensation of fees of Participant for purposes of termination indemnities, irrespective of the reason for termination of any employment agreement. Under no circumstances shall Participant be entitled to any compensation for any loss of any right or benefit under the Agreement or Plan which such Participant might otherwise have enjoyed but for termination of an employment agreement, whether such compensation is claimed by way of damages for breach of contract or otherwise. By entering into this Agreement, Participant shall participate in the Plan and be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee (as defined in the Plan) and shall be fully bound thereby.

3. Governing Law. The validity, construction and effect of the Plan and this Agreement, and any rules and regulations relating to the Plan and this Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Texas.

4. Unenforceability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any applicable law, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or the Agreement, and the remainder of the Agreement shall remain in full force and effect.

5. No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any affiliate of the Company and Participant or any other person.

6. Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof.

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement effective as of the date set forth in the first paragraph.

SWIFT ENERGY COMPANY

By:_____________________________

Name:__________________________

Title:____________________________

PARTICIPANT

_________________________________