3. Exhibits

2		Plan and Agreement and Articles of Merger to Form Holding Company, dated as of December 21, 2005, but effective at 9:00 a.m., local time in Austin, Texas on December 28, 2005, by and among Swift Energy Company, New Swift Energy Company and Swift Energy Operating, LLC (incorporated by reference as Exhibit 2.1 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
3.1		Restated Articles of Incorporation of Swift Energy Company (incorporated by reference as Exhibit 3.3 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
3.2		Amended and Restated Bylaws of Swift Energy Company, as amended through December 28, 2005 (incorporated by reference as Exhibit 3.5 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
3.3		Certificate of Designation of Series A Junior Participating Preferred Stock of Swift Energy Company (incorporated by reference as Exhibit 3.4 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
4.1		Indenture dated as of April 16, 2002, between Swift Energy Company and Bank One, N.A., as Trustee (incorporated by reference as Exhibit 4.1 to Swift Energy Company’s Form 8-K filed April 16, 2002, File No. 1-08754).
4.2		First Supplemental Indenture dated as of April 16, 2002, between Swift Energy Company and Bank One, N.A., including the form of 9 3/8% Senior Subordinated Notes due 2012 (incorporated by reference as Exhibit 4.2 to Swift Energy Company’s Form 8-K filed April 16, 2002, File No. 1-08754).
4.3		Second Supplemental Indenture dated as of December 28, 2005, between Swift Energy Company and J.P. Morgan Trust Company, National Association as successor Trustee to Bank One, NA (incorporated by reference as Exhibit 4.1 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
4.4		Indenture dated as of June 23, 2004, between Swift Energy Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference as Exhibit 4.1 to Swift Energy Company’s Form 8-K filed June 25, 2004, File No. 1-08754).
4.5		First Supplemental Indenture dated as of June 23, 2004, between Swift Energy Company and Wells Fargo Bank, National Association, as Trustee, including the form of 7 5/8% Senior Notes (incorporated by reference as Exhibit 4.2 to Swift Energy Company’s Form 8-K filed June 25, 2004, File No. 1-08754).
4.6		Second Supplemental Indenture dated as of December 28, 2005, between Swift Energy Company and Wells Fargo Bank. National Association, as Trustee (incorporated by reference as Exhibit 4.2 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
4.7		Amended and Restated Rights Agreement between Swift Energy Company and American Stock Transfer & Trust Company, dated March 31, 1999 (incorporated by reference to Swift Energy Company’s Amendment No. 1 to Form 8-A filed April 7, 1999, File No. 1-08754).
4.8		Amendment No. 1 to the Rights Agreement dated December 12, 2005 between Swift Energy Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference as Exhibit 4.3 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754)
4.9		Assignment, Assumption, Amendment and Novation Agreement between Swift Energy Company, New Swift Energy Company and American Stock Transfer & Trust Company, as Rights Agent effective at 9:00 a.m. local time in Austin, Texas on December 28, 2005 (incorporated by reference as Exhibit 4.4 to Swift Energy Company’s Form 8-K filed December 29, 2005, File No. 1-08754).
4.10		Amendment No. 2 to the Rights Agreement dated December 21, 2006 between Swift Energy Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference as Exhibit 4.1 to Swift Energy Company’s Form 8-K filed December 22, 2006, File No. 1-08754)
10.1+		Amended and Restated Swift Energy Company 1990 Nonqualified Stock Option Plan, as of May 13, 1997 (incorporated by reference from Swift Energy Company’s definitive proxy statement for the annual shareholders meeting filed April 14, 1997, File No. 1-08754).
10.2+		Amended and Restated Swift Energy Company 1990 Stock Compensation Plan, as of May 13, 1997 (incorporated by reference from Swift Energy Company’s definitive proxy statement for the annual shareholders meeting filed April 14, 1997, File No. 1-08754).
10.3+		Amendment to the Swift Energy Company 1990 Stock Compensation Plan, as of May 9, 2000 (incorporated by reference as Exhibit 4.2 to the Swift Energy Company registration statement No. 333-67242 on Form S-8 filed August 10, 2001, File No. 1-08754).
10.4+		Swift Energy Company 2001 Omnibus Stock Compensation Plan, as of January 1, 2001 (incorporated by reference as Exhibit 4.3 to the Swift Energy Company registration statement no. 333-67242 on Form S-8 filed August 10, 2001, File No. 1-08754).
10.5+		Swift Energy Company 2005 Stock Compensation Plan (incorporated by reference as Exhibit 10.1 to the Swift Energy Company Form 8-K filed May 12, 2005, File No. 1-08754).
10.6+		Amendment No. 1 to the Swift Energy Company 2005 Stock Compensation Plan, as of May 9, 2006 (incorporated by reference as Exhibit 10.1 to the Swift Energy Company Form 8-K filed May 12, 2006).
10.7+		Employee Stock Purchase Plan (incorporated by reference as Exhibit 4(a) to Swift Energy Company’s Registration Statement No. 33-80228 on Form S-8 filed June 15, 1994, File No. 1-08754).
10.8+		Amended and Restated Employee Stock Purchase Plan dated June 1, 2006 (incorporated by reference to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, File No. 1-08754).
10.9*		Form of Indemnity Agreement for Swift Energy Company officers.
10.10*		Form of Indemnity Agreement for Swift Energy Company directors.
10.11+		Amended and Restated Employment Agreement dated as of November 15, 2000 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and A. Earl Swift (incorporated by reference as Exhibit 10.12 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-08754).
10.12+		Amended and Restated Employment Agreement dated as of May 9, 2001 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and Terry E. Swift (incorporated by reference as Exhibit 10.2 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.13+		Amended and Restated Employment Agreement dated as of May 9, 2001 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and James M. Kitterman (incorporated by reference as Exhibit 10.6 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.14+		Amended and Restated Employment Agreement dated as of May 9, 2001 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and Bruce H. Vincent (incorporated by reference as Exhibit 10.4 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.15+		Amended and Restated Employment Agreement dated as of May 9, 2001 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and Joseph A. D’Amico (incorporated by reference as Exhibit 10.3 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.16+		Employment Agreement dated as of May 9, 2001 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and Victor R. Moran (incorporated by reference as Exhibit 10.7 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.17+		Amended and Restated Employment Agreement dated as of May 9, 2001 between Swift Energy Company, predecessor to Swift Energy Operating, LLC, and Alton D. Heckaman, Jr. (incorporated by reference as Exhibit 10.5 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.18+		Amended and Restated Employment Agreement dated as of May 9, 2001 between Swift Energy Company and Donald L. Morgan (incorporated by reference as Exhibit 10.8 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, File No. 1-08754).
10.19+		Consulting Agreement between Swift Energy Company and A. Earl Swift effective as of July 1, 2006 (incorporated by reference as Exhibit 10.1 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, File No. 1-08754).
10.20+		Consulting Agreement between Swift Energy Company and Virgil N. Swift effective as of July 1, 2006 (incorporated by reference as Exhibit 10.1 to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, File No. 1-08754).
10.21+		Fourth Amended and Restated Agreement and Release by and between Swift Energy Company and Virgil Neil Swift, dated November 20, 2000 (incorporated by reference as Exhibit 10.13 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-08754).
10.22+		Description of executive officers’ compensation arrangements (incorporated by reference as Exhibit 10.25 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, File No. 1-08754).
10.23+		Description of non-employee directors’ compensation arrangements (incorporated by reference as Exhibit 10.16 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, File No. 1-08754).
10.24+		Forms of agreements for grant of incentive and non-qualified stock options and forms of agreement for grant of restricted stock under Swift Energy Company 2001 Omnibus Stock Compensation Plan (incorporated by reference as Exhibit 10.17 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, File No. 1-08754).
10.25+		Forms of agreements for grant of incentive stock options and forms of agreement for grant of restricted stock under Swift Energy Company 2005 Stock Compensation Plan (incorporated by reference as Exhibit 10.19 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 1-08754).
10.26		First Amended and Restated Credit Agreement effective as of June 29, 2004, among Swift Energy Company and Bank One, NA as Administrative Agent, Wells Fargo Bank, National Association as Syndication Agent, BNP Paribas, as Syndication Agent, Caylon, as Documentation agent, Societe Generale, as Documentation Agent and the Lenders Signatory Hereto and Banc One Capital Markets, Inc., as Sole Lead Arranger and Sole Book Runner (incorporated by reference as Exhibit 10.2 to the Swift Energy Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-08754).
10.27		First Amendment to First Amended and Restated Credit Agreement effective as of November 1, 2005 by and among Swift Energy Company, JP Morgan Chase Bank, N.A. as Administrative Agent, J.P. Morgan Securities, Inc. as Sole Lead Arranger and Sole Book Runner, Wells Fargo Bank, National Association, as Sydication Agent, BNP Paribas, as Syndication Agent, Caylon, as Documentation Agent, and Societe Generale, as Documentation Agent. (incorporated by reference as Exhibit 10.1 to the Swift Energy Company Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005, File No. 1-08754).
10.28		Second Amendment to First Amended and Restated Credit Agreement effective as of December 28, 2005, by and among Swift Energy Company and Swift Energy Operating, LLC, and, J.P. Morgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities, Inc. as Sole Lead Arranger and Sole Book Runner, Wells Fargo Bank, National Association, as Syndication Agent, BNP PARIBAS, as Syndication Agent, Calyon as Documentation Agent and Societe Generale as Documentation Agent (incorporated by reference as Exhibit 10.23 to Swift Energy Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 1-08754).
10.29*		Third Amendment to First Amended and Restated Credit Agreement effective as of October 2, 2006, by and among Swift Energy Company and Swift Energy Operating, LLC, and, J.P. Morgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities, Inc. as Sole Lead Arranger and Sole Book Runner, Wells Fargo Bank, National Association, as Syndication Agent, BNP PARIBAS, as Syndication Agent, Calyon as Documentation Agent and Societe Generale as Documentation Agent (incorporated by reference to Swift Energy Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, File No. 1-08754).
10.30		Eighth Amendment to Lease Agreement between Swift Energy Company and Greenspoint Plaza Limited Partnership dated as of June 30, 2004 (incorporated by reference as Exhibit 10.1 to the Swift Energy Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, File No. 1-08754).
10.31*		Purchase and Sale Agreement dated as of August 24, 2006 but effective as of April 1, 2006, between Swift Energy Operating, LLC and BP America Production Company.
12*		Swift Energy Company Ratio of Earnings to Fixed Charges.
21*		List of Subsidiaries of Swift Energy Company.
23.1*		The consent of H.J. Gruy and Associates, Inc.
23.2*		Consent of Ernst & Young LLP as to incorporation by reference regarding Forms S-8 and S-3 Registration Statements.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*		The summary of H.J. Gruy and Associates, Inc. report, dated January 23, 2007.

 

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

This page was last updated on Wednesday, March 28, 2007, at 02:42:35 PM.

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