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                                                                   Exhibit 10.15

                              AMENDED AND RESTATED
                           RANGE RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES


         Range Resources Corporation, a Delaware corporation, ("Company") hereby
amends and restates its Deferred Compensation Plan for Directors and Select
Employees ("Plan"), effective September 1, 2000. The Plan covers employees of
the Company as well as employees of Great Lakes Energy Partners L.L.C. ("Great
Lakes") who were previous employees of the Company. Employees of Great Lakes are
Inactive Participants in the Plan and are not able to defer current amounts
under the Plan. Prior Accounts of such Great Lakes Inactive Participants are
fully vested and remain subject to the terms of the Plan.

1.       PURPOSE

         The primary purpose of the Plan is to provide deferred compensation to
a select group of management, highly compensated employees and Directors through
an unfunded "top hat" arrangement exempt from the fiduciary, funding, vesting,
and plan termination insurance provisions of Title I and Title IV of the
Employee Retirement Income Security Act ("ERISA"). More specifically, the
Company has adopted this Plan to provide Employees with the opportunity to defer
Compensation and to receive the Company Contributions they are unable to defer
or receive under the Company's tax qualified cash or deferred compensation plan
("Qualified Plan"), because of limits imposed by Sections 401(a)(4), 401(k),
401(m) and 402(g) of the Internal Revenue Code ("Code") on plans to which those
sections of the Code apply.

2.       DEFINITIONS AND CAPITALIZED TERMS

         The capitalized terms, set forth in alphabetical order defined below,
are used throughout the Plan.

         (a)      "Account" refers to the bookkeeping entries established and
maintained by the Plan Administrator for the purpose of recording (i) the
amounts of Compensation deferred by a Participant and Company Contributions made
by the Company under this Plan, (ii) any interest earnings or losses with
respect to those amounts, and (iii) any distributions to a Participant or
Beneficiary.


         (b)      "Beneficiary" refers to the person or entity selected to
receive any portion of a Participant's Account that has not been distributed
from the Plan at the time of the Participant's death. Such designation shall be
on a form provided or approved by the Plan Administrator. If a Participant fails
to designate a Beneficiary or no designated Beneficiary survives the
Participant, the Plan Administrator may direct payment of benefits to the
following person or persons in the order given below:


                  the Participant's:

                  (i)      spouse,
                  (ii)     descendants, per stirpes,
                  (iii)    parents,
                  (iv)     brothers and sisters, or
                  (v)      estate of the Participant.


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         (c)      "Board" or "Board of Directors" refers to the Board of
Directors of the Company.


         (d)      "Change in Control" has the meaning specified in the Company's
Change in Control Plan, as may be amended.


         (e)      "Code" refers to the Internal Revenue Code of 1986, as amended
from time to time.


         (f)      "Committee" refers to the Compensation Committee of the Board.


         (g)      "Company," "Corporation" or "Employer" refers to Range
Resources Corporation, a Delaware corporation.


         (h)      "Company Contributions" refers to amounts described in Section
5.6(a) below.


         (i)      "Compensation" refers to an Employee's gross salary, including
any commissions, bonuses or awards, and Director's fees, payable by the Company
after an Employee or Director first becomes eligible to participate in the Plan
and during the period through which such participation continues. To the extent
necessary to allow deferrals under the Third paragraph of Section 4.1, the
Compensation shall also include any elective deferral contributions to the
Employer's 401(k) plan that were limited by the application of Sections 401(k),
401(m), 402(g) or 415 of the Code.


         (j)      "Director" refers to a non-employee member of the Board of
Directors of the Company.


         (k)      "Disabled" or "Disability" refers to a physical or mental
condition of a Participant which (i) occurs after a Participant first defers
Compensation under this Plan, (ii) results from an injury, disease or disorder,
and (iii) renders the Participant totally and permanently incapable of
continuing in his or her customary employment with the Company. In determining
whether a Participant is disabled, the Plan Administrator may rely upon the
conclusions of any insurance carrier that has issued a policy of disability
income insurance covering the Participant or upon the conclusions of any
physician acceptable to the Plan Administrator. A Participant automatically will
satisfy the requirements under this Plan, with respect to submission of evidence
of disability, throughout the period that he or she remains qualified for Social
Security disability benefits. Any Participant who believes that he or she is
entitled to any advantage, benefit, or other consideration under the Plan as a
result of being Disabled shall apply to the Plan Administrator for such
consideration and shall provide any evidence of Disability which the Plan
Administrator in its discretion may request in a manner consistent with the
Americans with Disabilities Act of 1990 and other relevant laws.


         (l)      [Intentionally Omitted]


         (m)      "Effective Date" of the amended and restated Plan refers to
September 1, 2000 with respect to Compensation first earned, determined or
payable after that date.


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         (n)      "Employee" refers to any employee, within the meaning of
Section 3121(d) of the Code, who is highly compensated or who is a member of
management selected by the Committee to participate in this Plan. The Committee
shall determine whether an employee is to be considered highly compensated.
Where the Committee considers appropriate in applying the provisions of this
Plan, the term Employee shall include only persons who are Participants or
Inactive Participants under the Plan.


         (o)      "ERISA" refers to the Employee Retirement Income Security Act
of 1974, as amended from time to time.


         (p)      "Hardship" refers to a Participant's immediate and heavy
financial need caused by an unforeseeable emergency, as described in Treasury
Regulations Section 1.457-2(h)(4) and (5). In general, but without limitation,
the Plan Administrator shall approve a Hardship withdrawal from a Participant's
Account if the reduction does not exceed the amount needed to pay for the
following unreimbursed expenses: (i) medical expenses defined in Code Section
213(d) and incurred (or to be incurred) during the calendar year by the
Participant, or his or her spouse or dependents (as described in Code Section
152) as a result of a sudden or unexpected illness or accident; (ii) loss of a
Participant's property as a result of a casualty or other extraordinary,
unforeseeable circumstances attributable to forces beyond the participant's
control; and (iii) other costs recognized by the Plan Administrator to pose an
immediate and heavy financial need on the Participant as a result of an
unforeseeable emergency or other factors beyond a Participant's control.


         (q)      "Inactive Participant" refers to an Employee or Director who
deferred Compensation under the Plan during a previous Plan Year but who does
not defer any Compensation payable during the current Plan Year.


         (r)      [Intentionally Omitted]


         (s)      "Participant" refers to an eligible Employee or Director who
elects to defer under the Plan part or all of his or her Compensation payable
during the current Plan Year.


         (t)      "Plan Administrator" refers to the person, persons or entity
designated by the Company to administer the Plan. If no such person or entity is
serving as Plan Administrator, the Company shall be Plan Administer.


         (u)      [Intentionally Omitted]


         (v)      "Plan Year" refers to the period of 12 consecutive months
commencing on the first day of January of each year.


         (w)      "Qualified Plan" refers to the Company's tax qualified
individual account cash or deferred compensation plan subject to the limits
imposed by Code Sections 401(a)(4), 401(k), 401(m), 402(g) and 415.


         (x)      [Intentionally Omitted]


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         (y)      "Termination of Employment" refers to a Director ceasing to
serve as a Director or an Employee's (i) separation from service with the
Company, (ii) refusal or failure to return to work within three (3) working days
after the date requested by the Company, or (iii) failure to return to work at
the conclusion of a leave of absence. This definition does not imply retirement
from service.


         (z)      "Trust" refers to a rabbi trust intended to satisfy the
requirements of Revenue Procedures 92-64 and 92-65 of which a financial
institution selected by the Company serves as trustee. The term "Trustee" shall
include such financial institution and any successor Trustee under the Trust
instrument.


3.       ELIGIBILITY

         The Committee may, from time to time, designate by name those Employees
and Directors of the Company who are eligible to participate in the Plan for one
or more Plan Years and the date upon which each such Employee's or Director's
participation may commence. All designated Employees and Directors shall be
notified by the Committee or the Plan Administrator of their eligibility to
participate. An Employee or Director who receives an In-Service Withdrawal from
the Plan under Section 7.2 shall not be eligible to participate in the Plan
during the remainder of the Plan Year of the withdrawal and the immediately
following Plan Year. An Employee's or Director's eligibility to participate in
the Plan does not confer upon the Employee or Director any right to any award,
bonus or other remuneration of any kind.

4.       DEFERRAL OF COMPENSATION

         4.1      Election to Defer

                  Any Director or Eligible Employee may elect to defer a
percentage or dollar amount of one or more payments of Compensation for the next
succeeding Plan Year, on such terms as the Plan Administrator may permit, by
completing an Election of Deferral form and filing it with the Plan
Administrator prior to the first day of such succeeding Plan Year (or any such
earlier date as the Plan Administrator may prescribe), provided that an
individual who first becomes a Director or an eligible Employee during a Plan
Year may, by completing an Election of Deferral form and filing it with the Plan
Administrator within 30 days of the date such individual becomes a Director or
an Eligible Employee, elect to defer a percentage or dollar amount of one or
more payments of Compensation for the Plan Year in which such individual becomes
a Director or an Eligible Employee, on such terms as the Plan Administrator may
permit, which are payable to such individual after the date upon which the
individual files the Election of Deferral form. Such Election of Deferral forms
may provide a separate deferral election for bonuses.

                  An election to defer a percentage or dollar amount of
Compensation for any Plan Year shall apply only to that Plan Year.

                  In addition, a Participant may elect to defer an amount of
Compensation equal to all or part of the amount of any elective deferral
contributions that were made on his or her behalf to the Employer's 401(k) plan
for the prior Plan Year but were treated as an excess deferral, an excess
contribution or otherwise limited by the application of the limitations of
Sections 401(k), 401(m), 415 or 402(g) of the Code, so long as the Participant
so indicates on an Election of Deferral form.


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                  A Participant's Compensation shall be reduced in accordance
with the Participant's election hereunder and the amount deferred hereunder
shall be paid by the Employer to the Trust as soon as administratively feasible
and credited to the Participant's Accounts as of the date the amounts are
received by the Trustee.

         4.2      Date of Deferral

                  An eligible Employee or Director must submit his or her
Election of Deferral form to the Plan Administrator no later than the last day
of the deferral election period. The last day of the deferral election period
shall be (a) the last day preceding the calendar year in which the eligible
Employee or Director will render the services for which he or she will receive
any part of the Compensation payable to the Employee or Director during that
year or (b) in the first year in which the Company implements the Plan or in
which an Employee or Director first becomes eligible to participate, the
Employee or Director may make his or her election within the first 30 days after
the later of (i) the date the Plan becomes effective or (ii) the date the
Employee or Director becomes eligible to participate.

         4.3      Multiple Elections

                  An election to defer Compensation shall be effective on the
date an eligible Employee or Director delivers a completed deferral election
form to the Plan Administrator; provided, however, that, if the eligible
Employee or Director delivers another properly completed Election of Deferral
form to the Plan Administrator prior to the close of the deferral election
period described in Section 4.2, the deferral election on the form bearing the
latest date shall control. After the last day of the election period, the
controlling election made prior to the close of the period shall be irrevocable.

         4.4      Annual Elections

                  In order to defer any portion of Compensation earned in any
calendar year, an eligible Employee or Director must submit at least one
completed deferral election form to the Plan Administrator before the start of
that calendar year. If an Employee or Director fails to make such a submission,
the Employee or Director will be deemed to have elected not to contribute to the
Plan for that Plan Year.

         4.5      Hardship Adjustments

                  After an annual election has taken effect for any Plan Year, a
Participant may not increase or decrease the percentage or amount of
Compensation to be deferred during that Plan Year; except that a Participant has
the option to cease all deferrals under the Plan during the Plan Year if such
cessation would relieve the Participant of one or more Hardships without any
withdrawals under this Plan.

5.       DEFERRED COMPENSATION ACCOUNTS

         5.1      Maintenance of Accounts

                  The Plan Administrator shall maintain one or more Accounts
with respect to any Compensation deferred by a Participant under Article 4
above. The Plan Administrator shall credit the


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Account with the full amount of Compensation deferred in any monthly period. If
the Compensation deferred is subject to federal or state employment taxes (e.g.
taxes under the Federal Insurance Contributions Act or Federal Unemployment Tax
Act), said taxes shall be withheld and deducted from a portion of the
Participant's Compensation not deferred under this Plan. A Participant or
Inactive Participant shall be fully vested at all times in amounts deferred
under Article 4 above, as adjusted for any earnings, losses, interest accruals,
administrative expenses or distributions as described below.

         5.2      Investment Elections

                  In accordance with rules, procedures and options established
by the Plan Administrator, a Participant shall have the right to direct the
investment of his or her Account. Although the Company shall have the obligation
to follow the Participant's investment directions, the Company, in its sole
discretion, may satisfy its obligation from time to time in one or both of the
following ways. First, the Company may invest assets allocable to the
Participant's Accounts in the specific investments, in the specific amounts and
for the specific periods directed by the Participant; and the Company must
credit or charge the Participant's Accounts with the earnings gains or losses
resulting from such investments. Second, the Company may invest assets allocable
to the Participant's Accounts in any manner, in any amount and for any period of
time which the Company in its sole discretion may select; but the Company must
credit or charge the Participant's Accounts with the same earnings, gains or
losses that the Participant would have incurred if the Company had invested the
assets allocable to the Participant's Accounts in the specific investments, in
the specific amounts and for the specific periods directed by the Participant. A
Participant may change his or her investment directions in accordance with
procedures established by the Plan Administrator. If the Participant fails to
provide any investment directions at a time when the Participant has an interest
in the Company's Qualified Plan, the Plan Administrator may follow the then
current investment directions for the Participant 's interest in the Company's
Qualified Plan. If this Plan is determined to be subject to the fiduciary
provisions of Part 4 of Title I of ERISA, this Plan shall be treated as a Plan
described in Section 404(c) of ERISA and Title 29 of the Code of Federal
Regulations Section 2550.404c-1, in which Plan fiduciaries may be relieved of
liability for any losses which are the direct and necessary result of investment
instructions given by a Participant or Beneficiary.

         5.3      Investment Earnings or Losses

                  Any amounts credited to the Account of a Participant or
Inactive Participant as a result of the deferral of all or part of his or her
Compensation may increase or decrease as a result of the Company's investment of
such amounts during the Plan Year, as described in Section 5.2 above. A ratable
share of Plan investment earnings or losses under this Section 5.3 shall be
credited to the Account of a Participant or Inactive Participant, as determined
in good faith by the Plan Administrator. At the sole discretion of the Plan
Administrator, for any Plan Year, the Plan Administrator may allocate to the
Participant's Account either (i) the full amount of the Participant's share of
Plan investment earnings or losses or (ii) the full amount of such share
adjusted for any federal, state or local income or employment tax consequences
attributable to such earnings or losses. If the full amount of such investment
earnings or losses are allocated to a Participant's Account, any federal, state
or local income or employment tax consequences attributable to such earnings or
losses under this Section 5.3 shall be borne by or inure to the benefit of the
Company. The Participant and his or her Beneficiary understand and agree that
they assume all risk in connection with any decrease in the value of the
Compensation deferred under the Plan and invested in accordance with these
Sections 5.2 and 5.3.


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         5.4      [Intentionally Omitted]

         5.5      Investment of Unpaid Balances

                  The unpaid balance of all Accounts payable under the Plan
shall continue to be credited with the investment earnings or losses described
in Sections 5.2 and 5.3.

         5.6      Company Contributions

                  (a)      Company Discretionary Contributions

                           Apart from Compensation deferrals, the Company shall
retain the right to make discretionary contributions (subject to vesting
specified by the Committee) for any Participant under this Plan. Such
discretionary contributions may also include matching contributions, at such
rates and with respect to such Participant deferrals as determined by the
Committee.

                  (b)      Adjustments to Company Contributions

                           Once credited to a Participant's Account under this
Plan, the amounts described in Section 5.6 shall accrue the interest or
investment return described in Section 5.2, 5.3, and 5.5 above, and shall be
paid in accord with Article 7 below.

                  (c)      Vesting in Company Contributions

                           Subject to the provisions of Section 5.6(d) below, a
Participant shall vest in matching Company contributions allocated to his or her
Account on a class year basis, subject to the following vesting schedule:

                           (1)      33-1/3% at the end of the Plan Year in which
         the matching Company contributions are made;

                           (2)      33-1/3% at the end of the first Plan Year
         following the Plan Year in which the matching Company contributions are
         made.

                           (3)      33-1/3% at the end of the second Plan Year
         following the Plan Year in which the matching Company contributions are
         made.

                           Any portion of a Participant's Account that has not
vested on the date that a Participant's employment with Employer terminates,
except as provided in this Article 5, shall be forfeited and applied as provided
in Section 5.7.

                           Additionally, except as provided in Section 5.6(d)
below, a Participant shall be 100% vested if, prior to his or her Termination of
Employment, the Participant attains age 65, dies, becomes Disabled, or a Change
in Control occurs.


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                  (d)      Forfeitures for Misconduct

                           Without regard to a Participant's age, Disability or
death, if a Participant separates from service with the Company as a result of
the Participant's gross misconduct, within the meaning of Part 6 of Title I of
ERISA, regarding group health continuation coverage, or if the Participant
engages in unlawful business competition with the Company, the Participant shall
forfeit all amounts allocated to his or her Accounts under Section 5.6(a) and
5.6(c) above. Such forfeitures shall be retained by the Company, or be used to
reduce the Company's future contributions under the Plan.

         5.7      Company's General Assets

                  All Compensation deferred under the Plan and all amounts
credited to a Participant's Account under the Plan (a) are the general assets of
the Company, (b) may be used in the operation of the Company's business or in
any other manner permitted by law, and (c) remain subject to the claims of the
Company's general unsecured creditors. By electing to participate in the Plan,
Participant agrees, on behalf of Participant and his or her Beneficiary, that
(i) title to any amounts deferred under the Plan or credited to a Participant's
Account remains in the Company and (ii) neither Participant nor his or her
Beneficiary has any property interests whatsoever in said amounts, except as
general creditors of the Company.

6.       EFFECT ON EMPLOYEE BENEFITS

         Amounts deferred under this Plan or distributed pursuant to the terms
of this Plan are not taken into account in the calculation of a Participant's
benefits under any employee pension or welfare benefit program or under any
other compensation practice maintained by the Company, except to the extent
provided in such program or practice.

7.       PAYMENT OF DEFERRED COMPENSATION ACCOUNTS

         7.1      Election as to Time and Form of Payment

                  A Participant shall elect (on the Distribution Request/Change
form) the date on which the Compensation deferrals and vested Company
Contributions (as adjusted for earnings and losses) will commence to be paid to
the Participant. The Participant shall also elect whether the payments shall be
made in either:

                  (a)      A single lump-sum payment; or

                  (b)      annual installments over a period elected by the
Participant of up to 10 years, with the amount of each installment to equal the
balance of his or her Account immediately prior to the installment divided by
the number of installments remaining.

                  Each such election will be effective for the Plan Year for
which it is made and succeeding Plan Years, unless changed by the Participant.
Except as provided below, any change will be effective only for Compensation
deferrals and Company Contributions made for the first Plan Year beginning after
the date on which the Distribution Request form containing the change is filed
with the Plan Administrator. A Participant may change the date and form of
payment by filing with the Plan Administrator, at least one year before payments
are otherwise scheduled to commence, a new form


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specifying a new date of commencement and/or form of benefit payment.
Additionally, a Participant may request a special distribution on an
Interim/Special Distribution Request form (or as otherwise provided by the Plan
Administrator) to receive a specified amount from the Participant's vested
Account, provided the request is made at least 12 months prior to the requested
distribution. Such Interim/Special Distribution Request will not change the
Participant's prior distribution election for the remaining balance in the
Participant's Account. Except as otherwise provided in Article 7 below, payment
of a Participant's vested Account shall be made in accordance with the
Participant's elections under this Section 7.1.

         7.2      In-Service Withdrawals

                  (a)      Withdrawals to Meet Hardships

                           If at any time following the first anniversary of
initial participation in the Plan, a Participant incurs a Hardship, as described
in Section 2(p) above, the Participant may, by written notice to the Plan
Administrator, request that all or any specified part of his or her vested
Account (but not less than $1,000 per withdrawal) be paid to the Participant;
and such distribution, if approved by the Company, shall be made in a lump sum
as soon as reasonably practicable following the approval by the Company. The
Company shall have exclusive authority to determine whether to make a Hardship
distribution from a Participant's vested Account but shall not unreasonably deny
a request for such a distribution. The Company's decision shall be final and
binding on all parties. Any Hardship withdrawals from an Account shall reduce
the amount available for subsequent distributions from the Account, as the
Company in good faith may determine.

                  (b)      Other In-Service Withdrawals

                           At any time prior to the date that a Participant is
otherwise entitled to a distribution from the Plan, the Participant may request
a single-sum distribution of his or her entire vested Account balance from the
Plan Administrator. If approved by the Plan Administrator, such amount will be
distributed to the Participant as soon as administratively feasible, but shall
be reduced by applicable taxes and a ten percent (10%) forfeiture amount. Such
forfeiture amount shall be forfeited from the Participant's Account and shall be
returned to the Company or used to reduce future Company Contributions.

                           Prior to Termination of Employment, a Participant may
not withdraw any funds from his or her Account, except as provided in Section
7.2 and paragraphs (a) and (b) of this Section 7.2.

         7.3      Termination of Employment

                  Unless the Committee, in its sole discretion, determines
otherwise, upon Termination of Employment of a Participant or Inactive
Participant for reasons other than retirement, or at any time thereafter, the
Committee may distribute the vested portion of his or her Account under the Plan
in a lump sum. The payment from the Account shall occur as soon as practicable
following the date of such determination. For purposes of the Plan, a
Participant shall not be considered to have terminated employment as long as the
Participant is employed by the Employer or Great Lakes Energy Partners, L.L.C.


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         7.4      Disability

                  Upon the Disability of a Participant or Inactive Participant,
the Plan Administrator shall distribute his or her Account under the Plan, in
accordance with the Participant's distribution election under Section 7.1. Prior
to the death of the Participant or Inactive Participant, during any period in
which a Participant or Inactive Participant remains Disabled, he or she (or his
or her legal representative) may request Hardship withdrawals from any
undistributed portion of his or her Account, or may change the distribution
election under Section 7.1 in accordance with the terms of the Plan. Any such
Hardship withdrawals shall reduce the amount available for subsequent
distributions from the Account, as the Company in good faith may determine.

         7.5      In-Kind Distributions

                  All distributions made under the Plan shall be made in cash,
except that the Committee, in its complete discretion, may make distributions in
kind. If an in-kind distribution is made, the Committee shall value the property
distributed at its fair market value as reasonably determined by the Committee.
Without limiting the foregoing, publicly traded securities shall generally be
valued by the Committee at the closing price of the security (on the national
securities exchange on which it trades) on the date immediately preceding the
date of the distribution.

         7.6      Death Prior to Commencement of Distributions

                  Upon the death of a Participant or Inactive Participant prior
to the commencement of any distribution hereunder, the Account of such
Participant or Inactive Participant shall be distributed to his or her
Beneficiary, in the form elected by the Participant or Inactive Participant
under Section 7.1. During the period between the death of the Participant or
Inactive Participant and the commencement of distributions to the Beneficiary,
the Beneficiary may request Hardship withdrawals from any undistributed portion
of his or her Account, or the Beneficiary may change the distribution election
under Section 7.1 (with the Beneficiary having the right that the Participant
had under Section 7.1 to elect the date and form of distribution). Any such
Hardship withdrawals shall reduce the amount available for subsequent
distributions from the Plan, as the Company in good faith may determine.

         7.7      Death After Commencement of Distributions

                  Upon the death of a Participant or Inactive Participant after
the commencement of any distribution hereunder, the balance remaining in the
Account of such Participant or Inactive Participant shall be distributed to his
or her Beneficiary in accordance with the terms elected by the Participant or
Inactive Participant under Section 7.1.

         7.8      Withholding and Other Tax Consequences

                  From any payments made under this Plan, the Company shall
withhold any taxes or other amounts which federal, state or local law requires
the Company to deduct, withhold and deposit. The Company's determination of the
type and amount of taxes to be withheld from any payment shall be final and
binding on all persons having or claiming to have an interest in this Plan or in
any Account under this Plan.


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         7.9      Tax Gross-Up Payments

                  If, as a result of (a) a Participant's Termination of
Employment other than for cause within 24 months of a Change in Control, (b) the
Employer's amendment of the Plan in connection with a Change in Control or (c)
the Employer's termination of the Plan pursuant to Section 13 in connection with
a Change in Control, all or a portion of a Participant's Account is paid prior
to the date the Participant had otherwise elected for such payment under the
Plan without the consent of such Participant (or his Beneficiary), the Employer
shall pay an additional payment (a "Tax Gross-up Payment") to the Participant
(or his Beneficiary) to compensate such Participant (or his Beneficiary) for the
taxes imposed with respect to the accelerated portion of the payment. The Tax
Gross-up Payment shall be determined by multiplying the amount of the
accelerated portion of the payment by the fraction 1/1-MR, where MR is the sum
of (1) the Participant's (or the Beneficiary's) maximum income tax rate under
section 1(a) of the Code as of the date of payment and (2) the rates of any
other taxes (including excise taxes on excess parachute payments under Section
4999 of the Code) imposed on the Participant (or the Beneficiary) with respect
to the accelerated portion of the payment. As used in this Section, the term
`cause' shall mean the Participant's gross negligence or willful misconduct in
performance of the duties of the Participant's employment, or the Participant's
final conviction of a felony or of a misdemeanor involving moral turpitude.

         7.10     Income Tax Obligations

                  If a Participant is assessed federal, state or local income
taxes by reason of, and computed on the basis of, his or her undistributed
deferred Compensation or undistributed interest accrued on his or her Account,
the Participant shall notify the Plan Administrator in writing of such
assessment and there shall be distributed from the Participant's Account
deferred Compensation or accrued interest in an amount equal to such tax
assessment, together with any interest due and penalties assessed thereupon
within 30 days following such notice; provided however, that if the Plan
Administrator determines that such assessment is improper, it may request that
the Participant contest the assessment, at the expense of the Company (which
expense shall include all costs of appeal and litigation, including legal and
accounting fees, and any additional interest assessed on the deficiency from and
after the date of the Participant's notice to the Plan Administrator); and
during the period such contest is pending, the sums otherwise distributable
pursuant to this Section 7.10 shall not be distributed.

8.       FUNDING

         All amounts deferred under this Plan remain or become general assets of
the Company. All payments under this Plan shall come from the general assets of
the Company. The amounts credited to an Employee's Account are not secured by
any specific assets of the Company. This Plan shall not be construed to require
the Company to fund any of the benefits provided hereunder or to establish a
trust or purchase an insurance policy or other product for such purpose. The
Company may make such arrangements as it desires to provide for the payment of
benefits. Neither an Employee, Participant or Inactive Participant nor his or
her Beneficiary or estate shall have any rights against the Company with respect
to any portion of any Account under the Plan except as general unsecured
creditors. No Employee, Participant, Inactive Participant, Beneficiary or estate
has an interest in any Account under this Plan until the Employee, Participant,
Inactive Participant, Beneficiary or estate actually receives payment from the
Account.


                                       11
<PAGE>   12
9.       SUSPENSION OF PAYMENTS UPON COMPANY'S INSOLVENCY

         At all times during the continuance of any trust established in
connection with this Plan ("Trust"), if the Plan Administrator determines that
the Company's financial condition is likely to result in the suspension of
benefit payments from the Trust, the Plan Administrator shall advise
Participants, Inactive Participants and Beneficiaries that payments from the
Trust shall be suspended during the Company's insolvency. If the Trustee
subsequently resumes such payments, the Plan Administrator shall advise
Participants, Inactive Participants and Beneficiaries that, if Trust assets are
sufficient, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Participants, Inactive Participants and
Beneficiaries under the terms of the Plan for the period of such discontinuance,
less the aggregate amount of any payments made directly by the Company during
any period of discontinuance. No insufficiency of Trust assets shall relieve the
Company of its obligation to make payments when due under the Plan.

10.      NON-ALIENATION OF BENEFITS

         The interest of any Employee, Participant, Inactive Participant or
Beneficiary shall not be subject to sale, assignment, transfer, conveyance,
hypothecation, encumbrance, garnishment, attachment, anticipation, pledge,
alienation or other disposition prior to actual distribution from the Plan; and
any attempt to effect such disposition shall be void. No portion of any Account
shall, prior to receipt thereof, be subject to the debts, contracts,
liabilities, or engagements of any Employee, Participant, Inactive Participant
or Beneficiary. Nothing in the preceding sentence shall prohibit the Company
from recovering from an Employee, Participant, Inactive Participant or
Beneficiary any payments to which he or she was not entitled under the Plan.

11.      LIMITATION OF RIGHTS

         Nothing in this Plan document or in any related instrument shall cause
this Plan to be treated as a contract of employment within the meaning of the
Federal Arbitration Act, 9 U.S.C. 1 et seq., or shall be construed as evidence
of any agreement or understanding, express or implied, that the Company (a) will
employ any person in any particular position or level of Compensation, (b) will
offer any person initial or continued participation or awards in any commission,
bonus or other compensation program, or (c) will continue any person's
employment with the Company.

12.      NOTICE UNDER WARN

         (a)      Any amounts paid (i) to any Employee under the Worker
Adjustment and Retraining Notification Act of 1988 ("WARN") or under any other
laws regarding termination of employment, or (ii) to any third party for the
benefit of said Employee or for the benefit of his or her dependents shall not
be offset or reduced by any amounts paid or determined to be payable by the
Company to said Employee or to his or her dependents under this Plan.

         (b)      Subsequent to a Change in Control, the Company may amend,
modify or terminate the Plan; provided, however, that no such amendment,
modification or termination of the Plan will, without the consent of the
Participant or Beneficiary, materially affect the right of such Participant or
Beneficiary with respect to his or her Account as of the day prior to the date
of the amendment, modification or termination. Such Account will continue to be
subject to and governed by the terms of the Plan as set forth in the Plan
document on the day prior to the date of the amendment, modification or
termination. In addition, subsequent to a Change in Control, no change may be
made to: (i) the investment options


                                       12
<PAGE>   13
that were available to Participants and Beneficiaries under Section 5.2 of the
Plan on the day prior to the Change in Control or (ii) the method of allocation
selected by the Company pursuant to the third sentence of Section 5.3 of the
Plan, as of the day prior to the Change in Control. Notwithstanding the
foregoing, subsequent to a Change in Control, an option to invest in Company
stock may be eliminated and the Company may distribute the entire value of all
Accounts in lump sum payments to all Participants and Beneficiaries. Any such
distribution shall be subject to the provisions of Section 7.9.


13.      AMENDMENT OR TERMINATION OF PLAN

         (a)      Prior to a Change in Control, the Committee may amend, modify,
suspend or terminate the Plan in any manner that does not (i) reduce any
benefits accrued under this Plan or (ii) constitute a forfeiture of any benefits
vested under this Plan. No Plan amendment, modification, suspension or
termination may, at any time, reduce a Participant's accrued benefit under the
Plan, without the consent of the Participant.


         (b)      In modifying, suspending or terminating the Plan, or in taking
any other action with respect to the implementation, operation, maintenance or
administration of the Plan, the Board may act by a resolution of the full Board
or by a resolution of the Committee.


         (c)      This Plan shall terminate immediately if a court of competent
jurisdiction determines that this Plan is not exempt from the fiduciary
provisions of Part 4 of Title I of ERISA. The Plan shall terminate as of the
date it ceased to be exempt.


         (d)      Upon termination of the Plan, the Plan Administrator shall
distribute all Accounts, as determined by the Plan Administrator (i) in a lump
sum to all Participants or (ii) in accordance with the method designated by
Participants at the time of their deferrals. Any such distribution shall be
subject to the provisions of Section 7.9.


14.      ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION

         14.1     Administrative Authority

                  The Plan Administrator shall have discretionary authority to
perform all functions necessary or appropriate to the operation of the Plan,
including without limitation authority to (a) construe and interpret the
provisions of the Plan document and any related instrument and determine any
question arising under the Plan document or related instrument, or in connection
with the administration or operation thereof; (b) determine in its sole
discretion all facts and relevant considerations affecting the eligibility of
any Employee or Director to be or become a Participant; (c) decide eligibility
for, and the amount of, benefits for any Participant, Inactive Participant or
Beneficiary; (d) authorize and direct all disbursements under the Plan; and (e)
employ and engage such persons, counsel and agents and to obtain such
administrative, clerical, medical, legal, audit and actuarial services as it may
deem necessary in carrying out the provisions of the Plan. The Company shall be
the "administrator" as defined in Section 3(16)(A) of ERISA for purposes of the
reporting and disclosure requirements of ERISA and the Code.


                                       13
<PAGE>   14
         14.2     Expenses

                  All reasonable expenses that are necessary to operate and
administer the Plan shall be paid directly by the Company. Such costs shall
include fees or expenses arising from the retention of any attorneys,
accountants, actuaries, consultants or recordkeepers required by the Plan
Administrator to discharge its duties under the Plan. Nothing herein shall
require the Company to pay or reimburse any person for any cost, liability,
loss, fee or expense incurred by such person in any dispute with the Company;
nor may any person reimburse himself, herself or itself from any Plan
contributions or from the principal or income of investment or funding vehicle
for the Plan for any such cost, liability, loss, fee or expense.

         14.3     Insurance

                  The Company may, but need not, obtain liability insurance to
protect its directors, officers, employees or representatives against loss in
the discharge of their responsibility in the operation of the Plan.

         14.4     Claims Procedure

                  (a)      A claim for benefits shall be considered filed only
when actually received by the Plan Administrator.

                  (b)      Any time a claim for benefits is wholly or partially
denied, the Participant, Inactive Participant or Beneficiary (hereinafter
"Claimant") shall be given written notice of such denial within 30 days after
the claim is filed, unless special circumstances require an extension of time
for processing the claim. If there is an extension, the Claimant shall be
notified of the extension and the reason for the extension within the initial 30
day period. The extension shall expire within 60 days after the claim is filed.
Such notice will indicate the reason for denial, the pertinent provisions of the
Plan on which the denial is based, an explanation of the claims appeal procedure
set forth herein, and a description of any additional material or information
necessary to perfect the claim and an explanation of why such material or
information is necessary.

         14.5     Appeal Procedures

                  (a)      Any person who has had a claim for benefits denied by
the Plan Administrator, or is otherwise adversely affected by the action or
inaction of the Plan Administrator, shall have the right to request review by
the Plan Administrator. Such request must be in writing, and must be received by
the Plan Administrator within 60 days after such person receives notice of the
Plan Administrator's action. If written request for review is not made within
such 60-day period, the Claimant shall forfeit his or her right to review. The
Claimant or a duly authorized representative of the Claimant may review all
pertinent documents and submit issues and comments in writing.

                  (b)      The Plan Administrator shall then review the claim.
The Plan Administrator may issue a written decision reaffirming, modifying or
setting aside its former action within 30 days after receipt of the written
request for review, or 60 days if special circumstances require an extension.
The Claimant shall be notified in writing of any such extension within 30 days
following the request for review. An original or copy of the decision shall be
furnished to the Claimant. The decision shall set forth the reasons and
pertinent plan provisions or relevant laws on which the decision rests. The
decision


                                       14
<PAGE>   15
shall be final and binding upon the Claimant and the Plan Administrator and all
other persons having or claiming to have an interest in the Plan or in any
Account established under the Plan.

         14.6     Arbitration

                  (a)      Any Participant's, Inactive Participant's or
Beneficiary's claim remaining unresolved after exhaustion of the procedures in
Section 15.4 and 15.5 (and to the extent permitted by law any dispute concerning
any breach or claimed breach of duty regarding the Plan) shall be settled solely
by binding arbitration at the Employer's principal place of business at the time
of the arbitration, in accordance with the Employment Claims Rules of the
American Arbitration Association. Judgment on any award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Each party
to any dispute regarding the Plan shall pay the fees and costs of presenting
his, her or its case in arbitration. All other costs of arbitration, including
the costs of any transcript of the proceedings, administrative fees, and the
arbitrator's fees shall be borne equally by the parties.

                  (b)      Except as otherwise specifically provided in this
Plan, the provisions of this Section 15.6 shall be absolutely exclusive for any
and all purposes and fully applicable to each and every dispute regarding the
Plan including any claim which, if pursued through any state or federal court or
administrative proceeding, would arise at law, in equity or pursuant to
statutory, regulatory or common law rules, regardless of whether such claim
would arise in contract, tort or under any other legal or equitable theory or
basis. The arbitrator who hears or decides any claim under the Plan shall have
jurisdiction and authority to award only Plan benefits and prejudgment interest;
and apart from such benefits and interest, the arbitrator shall not have any
authority or jurisdiction to make any award of any kind including, without
limitation, compensatory damages, punitive damages, foreseeable or unforeseeable
economic damages, damages for pain and suffering or emotional distress, adverse
tax consequences or any other kind or form of damages. The remedy, if any,
awarded by such arbitrator shall be the sole and exclusive remedy for each and
every claim that is subject to arbitration pursuant to this Section 15.6. Any
limitations on the relief that can be awarded by the arbitrator are in no way
intended (i) to create rights or claims that can be asserted outside arbitration
or (ii) in any other way to reduce the exclusivity of arbitration as the sole
dispute resolution mechanism with respect to this Plan.

                  (c)      The Plan and the Company will be the necessary
parties to any action or proceeding involving the Plan. No person employed by
the Company, no Participant, Inactive Participant or Beneficiary or any other
person having or claiming to have an interest in the Plan will be entitled to
any notice or process, unless such person is a named party to the action or
proceeding. In any arbitration proceeding all relevant statutes of limitation
shall apply. Any final judgment or decision that may be entered in any such
action or proceeding will be binding and conclusive on all persons having or
claiming to have any interest in the Plan.

         14.7     Notices

                  Any notice from the Plan Administrator to an Employee,
Participant, Inactive Participant or Beneficiary regarding this Plan may be
addressed to the last known residence of said person as indicated in the records
of the Company. Any notice to, or any service of process upon, the Company or
the Plan Administrator with respect to this Plan may addressed as follows:


                                       15
<PAGE>   16
                           PLAN ADMINISTRATOR
                           Range Resources Corporation
                           801 Cherry Street, Suite 1550
                           Fort Worth, TX 76102

         14.8     Indemnification

                  To the extent permitted by law, the Company shall, and hereby
does, indemnify and hold harmless any director, officer or employee of the
Company who is or may be deemed to be responsible for the operation of the Plan,
from and against any and all losses, claims, damages or liabilities (including
attorneys' fees and amounts paid, with the approval of the Board, in settlement
of any claim) arising out of or resulting from a duty, act, omission or decision
with respect to the Plan, so long as such duty, act, omission or decision does
not involve gross negligence or willful misconduct on the part of such director,
officer or employee. Any individual so indemnified shall, within 10 days after
receipt of notice of any action, suit or proceeding, notify the Company and
offer in writing to the Company the opportunity, at the Company's expense, to
handle and defend such action, suit or proceeding, and the Company shall have
the right, but not the obligation, to conduct the defense in any such action,
suit or proceeding. An individual's failure to give the Company such notice and
opportunity shall relieve the Company of any liability to said individual under
this Section 15.8. The Company may satisfy its obligations under this provision
(in whole or in part) by the purchase of insurance. Any payment by an insurance
carrier to or on behalf of such individual shall, to the extent of such payment,
discharge any obligation of the Company to the individual under this
indemnification.

15.      MISCELLANEOUS

         15.1     Alternative Acts and Times

                  If it becomes impossible or burdensome for the Company or the
Plan Administrator to perform a specific act at a specific time required by this
Plan, the Company or Plan Administrator may perform such alternative act which
most nearly carries out the intent and purpose of this Plan and may perform such
required or alternative act at a time as close as administratively feasible to
the time specified in this Plan for such performance. Nothing in the preceding
sentence shall allow the Company or Plan Administrator to accelerate or defer
any payments to Participants or Inactive Participants under this Plan, except as
otherwise expressly permitted herein.

         15.2     Masculine and Feminine, Singular and Plural

                  Whenever used herein, pronouns shall include both genders, and
the singular shall include the plural, and the plural shall include the
singular, whenever the context shall plainly so require.

         15.3     Governing Law and Severability

                  This Plan shall be construed in accordance with the laws of
the State of Delaware (exclusive of its rules regarding conflicts of law) to the
extent that such laws are not preempted by ERISA or other federal laws. If any
provision of this Plan shall be held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan that shall
be construed as if said illegal or invalid provision had never been included.


                                       16
<PAGE>   17
         15.4     Facility of Payment

                  If the Plan Administrator, in its sole discretion, determines
that any Employee, Participant, Inactive Participant or Beneficiary by reason of
infirmity, minority or other disability, is physically, mentally or legally
incapable of giving a valid receipt for any payment due him or her or is
incapable of handling his or her own affairs and if the Plan Administrator is
not aware of any legal representative appointed on his or her behalf, then the
Plan Administrator, in its sole discretion, may direct (a) payment to or for the
benefit of the Employee, Participant, Inactive Participant or Beneficiary; (b)
payment to any person or institution maintaining custody of the Employee,
Participant, Inactive Participant or Beneficiary; or (c) payment to any other
person selected by the Plan Administrator to receive, manage and disburse such
payment for the benefit of the Employee, Participant, Inactive Participant or
Beneficiary. The receipt by any such person of any such payment shall be a
complete acquittance therefor; and any such payment, to the extent thereof,
shall discharge the liability of the Company, the Plan Administrator, and the
Plan for any amounts owed to the Employee, Participant, Inactive Participant or
Beneficiary hereunder. In the event of any controversy or uncertainty regarding
who should receive or whom the Plan Administrator should select to receive any
payment under this Plan, the Plan Administrator may seek instruction from a
court of proper jurisdiction or may place the payment (or entire Account) into
such court with final distribution to be determined by such court.

         15.5     Correction of Errors

                  Any crediting of Compensation or interest accruals to the
Account of any Employee, Participant, Inactive Participant or Beneficiary under
a mistake of fact or law shall be returned to the Company. If an Employee,
Participant, Inactive Participant or Beneficiary in an application for a benefit
or in response to any request by the Company or the Plan Administrator for
information, makes any erroneous statement, omits any material fact, or fails to
correct any information previously furnished incorrectly to the Company or the
Plan Administrator, or if the Plan Administrator makes an error in determining
the amount payable to an Employee, Participant, Inactive Participant or
Beneficiary, the Company or the Plan Administrator may correct its error and
adjust any payment on the basis of correct facts. The amount of any overpayment
or underpayment may be deducted from or added to the next succeeding payments,
as directed by the Plan Administrator. The Plan Administrator and the Company
reserve the right to maintain any action, suit or proceeding to recover any
amounts improperly or incorrectly paid to any person under the Plan or in
settlement of a claim or satisfaction of a judgment involving the Plan.

         15.6     Missing Persons

                  In the event a distribution of part or all of an Account is
required to be made from the Plan to an Employee, Participant, Inactive
Participant or Beneficiary, and such person cannot be located, the relevant
portion of the Account shall escheat in accordance with the laws of the State of
Delaware. If the affected Employee, Participant, Inactive Participant or
Beneficiary later contacts the Company, his or her portion of the Account shall
be reinstated and distributed as soon as administratively feasible. The Company
shall reinstate the amount forfeited by reclaiming such amount from the State of
Delaware, and allocating it to the Account of the affected Employee,
Participant, Inactive Participant or Beneficiary. Prior to forfeiting any
Account, the Company shall attempt to contact the Employee, Participant,
Inactive Participant or Beneficiary by return receipt mail (or other carrier) at
his or her last known address according to the Company's records, and, where
practical, by letter-forwarding services offered through


                                       17
<PAGE>   18
the Internal Revenue Service, or the Social Security Administration, or such
other means as the Plan Administrator deems appropriate.

         15.7     Status of Participants

                  In accordance with Revenue Procedure 92-65 Section 3.01(d),
this Plan hereby provides:

                  (a)      Employees, Participants and Inactive Participants
under this Plan shall have the status of general unsecured creditors of the
Company;

                  (b)      This Plan constitutes a mere promise by the Company
to make benefit payments in the future;

                  (c)      Any trust to which this Plan refers (i.e. any trust
created by the Company and any assets held by the trust to assist the Company in
meeting its obligations under the Plan) shall conform to the terms of the model
trust described in Revenue Procedure 92-64; and

                  (d)      It is the intention of the parties that the
arrangements under this Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.


         IN WITNESS WHEREOF, Range Resources Corporation has executed this
amended and restated Deferred Compensation Plan for Directors and Select
Employees.


                                    RANGE RESOURCES CORPORATION,
                                    a Delaware Corporation


                                    By:_________________________________________
                                         John H. Pinkerton, President


                                       18
<PAGE>   19
________________________________________________________________________________

                              AMENDED AND RESTATED
                           RANGE RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES

                        SCHEDULE A - ELECTION OF DEFERRAL
________________________________________________________________________________

1. I acknowledge that the terms and conditions of the Range Resources
Corporation Deferred Compensation Plan For Directors And Select Employees have
been explained to me, including the tax consequences of my decision to
participate in the Plan.

2. I agree to defer a portion of my current compensation, and to have that
income paid to me at a later date pursuant to the terms and conditions of the
Plan, which is incorporated by reference, in its entirety, in this Election of
Deferral Form.

3. I understand that this Election Form is not an employment agreement, does not
guarantee that I will receive any predetermined amount of compensation, and does
not guarantee that I will receive any bonus, or incentive compensation.

4. I understand that any compensation I defer will be held as an asset of Range
Resources Corporation, and will remain subject to the claims of the general
creditors of Range Resources Corporation.

ELECTION TO DEFER COMPENSATION:

I hereby elect to defer the following amount from each of my compensation:

         _____% and/or $_______ of my salary or director's fees paid in calendar
         year 20____.

         _____% and/or $_______ of my bonus paid in calendar year 20____.

         _____ I hereby elect to defer ______% of any elective deferral
         contributions that were made to the Employer's 401(k) plan for the
         prior Plan Year but were treated as an excess deferral, an excess
         contribution or otherwise limited by application of Code Sections
         401(k), 401(m), 402(g) or 415.

The foregoing Election is voluntarily made by me after reviewing the terms of
the Plan and with knowledge that this Election is irrevocable until changed in
accordance with the terms of the Plan.

This Election of Deferral is executed this _________ day of _______________ ,
20_______:


___________________________________
(Signature)

___________________________________     _________________________
(Print Name)                            (Social Security Number)


Agreed:

RANGE RESOURCES CORPORATION


By: _______________________________     _________________________
                                        (Date)
<PAGE>   20
________________________________________________________________________________

                              AMENDED AND RESTATED
                           RANGE RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES

                    SCHEDULE B - DISTRIBUTION REQUEST/CHANGE
________________________________________________________________________________

RETIREMENT BENEFIT DISTRIBUTION REQUEST/CHANGE:

The following supersedes any previous distribution request and, except as
provided below, applies to all amounts deferred and Company Discretionary
Contributions adjusted for earnings, losses, and administrative expenses
credited to or charged against the Participant's Account. No Distribution
Request/Change will be effective for any prior deferrals or contributions,
unless the prior distribution date is at least 12 months from the date of this
election.

Subject to the terms of the Plan, I elect to have the distribution of my vested
Account balance under the Plan commence __________________________ (specify
particular date or age).

I wish to receive my current and future deferrals in the following form: IF YOU
CHECK (ii), YOU MUST INDICATE THE NUMBER OF YEARS OVER WHICH INSTALLMENT
DISTRIBUTIONS SHOULD CONTINUE.

____ (i)     lump sum;

____ (ii)    in _____ substantially equal annual installments (not to exceed 10
             years).


INTERIM/SPECIAL DISTRIBUTION REQUEST:

Without changing my previous Retirement Benefit Distribution Request and subject
to the terms of the Plan, I elect to have $____________________ distributed from
my vested Account balance under the Plan on __________________ (specify a
particular date which is no less than 12 months from the date of this election).


This Distribution Request is executed this _________ day of _______________ ,
20_______:


___________________________________
(Signature)

___________________________________     _________________________
(Print Name)                            (Social Security Number)


Agreed:

RANGE RESOURCES CORPORATION


By: _______________________________     _________________________
                                        (Date)
<PAGE>   21
________________________________________________________________________________

                              AMENDED AND RESTATED
                           RANGE RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES

                        SCHEDULE C - INVESTMENT ELECTIONS
________________________________________________________________________________

The Company agrees that it will credit deferred Compensation and Company
Contributions in the Employee's Account with earnings or losses from and after
dates deferred amounts are credited to the Employee's Account. In determining
the interest calculation under the Plan, the Company will utilize the following
Calculation Assets, subject to the terms of the Plan.

<TABLE>
<CAPTION>
             FUND                              TYPE                   Percentage
--------------------------------------------------------------------------------
<S>                                       <C>                         <C>
Federated Money Market Fund               Stable Value                         %
Bond Fund of America                      Bond                                 %
AIM Balanced A                            Balanced                             %
Investment Comp of America                Growth & Income                      %
AIM Blue Chip A                           Large Cap                            %
AIM Constellation A                       Mid Cap                              %
AIM Aggressive Growth A                   Small Cap                            %
AIM International Equity A                International                        %
Oppenheimer Global A                      Global                               %

Range Resources Corporation               Common Stock                         %




                                                                            100%
</TABLE>


        Participant (print name)    ______________________________

                       Signature    ______________________________

                            Date    ______________________________

          Social Security Number    ______________________________
<PAGE>   22
________________________________________________________________________________

                              AMENDED AND RESTATED
                           RANGE RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES

                      SCHEDULE D - BENEFICIARY DESIGNATION
________________________________________________________________________________

I.       The following supersedes any previous beneficiary designation.

II.      The below-named Participant's Revocable Beneficiary under the Deferred
Compensation Plan For Directors And Select Employees is set forth below:

Primary Beneficiary(ies):      ____________________      ____________________

Allocation Percentage:         ____________________%     ____________________%

Relationship:                  ____________________      ____________________

Address:                       ____________________      ____________________

                               ____________________      ____________________

Social Security Number:        ____________________      ____________________



Contingent Beneficiary(ies):   ____________________      ____________________

Allocation Percentage:         ____________________%     ____________________%

Relationship:                  ____________________      ____________________

Address:                       ____________________      ____________________

                               ____________________      ____________________

Social Security Number:        ____________________      ____________________


III.     If no individual beneficiary named is living at the Participant's
death, the Beneficiary shall be the executor(s) or administrator(s) of the
Employee' estate.

IV.      This Designation of Beneficiary revokes all prior designations and
shall be effective as of the date it is filed with the Plan Administrator. The
Participant retains the right to revoke this Designation of Beneficiary.

Dated at ______________________, State of _____________, on ________________
____, 20____.


_____________________________________      _________________________________
Signature of Participant                   Witness Signature

_____________________________________      _________________________________
(Participant Print Name)                   (Participant Social Security Number)
<PAGE>   23
________________________________________________________________________________

                              AMENDED AND RESTATED
                           RANGE RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN
                       FOR DIRECTORS AND SELECT EMPLOYEES

                       SCHEDULE E - IN-SERVICE WITHDRAWAL
________________________________________________________________________________

HARDSHIP WITHDRAWAL:

____     I hereby elect to receive a Hardship Withdrawal in a single sum payment
         on the Hardship Withdrawal Date specified below, in the amount of the
         lesser of my vested Account or the following amount:

         AMOUNT:   $____________________  (Insert Amount - not less than $1,000)

         HARDSHIP WITHDRAWAL DATE:  ___________________________


IN-SERVICE WITHDRAWAL WITH PENALTY:

____     I hereby elect to receive an In-Service Withdrawal in a single sum
         payment (with penalty) on the In-Service Withdrawal date specified in
         the amount of my vested Account balance. I understand that by making
         this election, ten percent (10%) of my Account balance will be
         forfeited.

         IN-SERVICE WITHDRAWAL DATE:  ___________________________


No In-Service Withdrawal shall be effective unless it is elected on this form
and submitted as required by the Plan Administrator.


___________________________________     _________________________
(Signature)                             (Date)

___________________________________     _________________________
(Print Name)                            (Social Security Number)


Agreed:

RANGE RESOURCES CORPORATION


By: _______________________________     _________________________
                                        (Date)