exv10w1







Exhibit 10.1




FIRST AMENDMENT TO THE

RANGE RESOURCES CORPORATION

AMENDED AND RESTATED 2005 EQUITY-BASED COMPENSATION PLAN




     This First Amendment to the Range Resources Corporation Amended and Restated 2005 Equity-Based
Compensation Plan dated June 4, 2009 (the “Plan”) is effective as provided below and is made by
Range Resources Corporation, a Delaware corporation (the “Company”):



     WHEREAS, the Company has established the Plan in order to attract individuals to serve as
directors or employees of the Company and its subsidiaries, and to provide a means whereby those
individuals with the responsibility for the successful management of the Company, and whose present
and potential future contributions to the growth and of the Company and its subsidiaries are of
importance, can acquire and maintain stock ownership thereby strengthening their concern for the
Company and its subsidiaries and, further, to provide such individuals with additional incentive
and reward opportunities designed to enhance the profitable growth of the Company and its
subsidiaries; and



     WHEREAS, an increase in the aggregate number of shares of Stock that may be used in connection
with the Plan must be approved by the stockholders of the Company, pursuant to Section 10(c) of the
Plan; and



     WHEREAS, as set forth below, this First Amendment is subject to stockholder approval.



     NOW, THEREFORE, the Plan is amended, subject to and effective upon the approval of this First
Amendment by the Company’s stockholders at the 2010 Annual Meeting of the Stockholders of the
Company (“2010 Meeting”), and, except as provided below, the Plan shall continue to read in its
current state:




	 	1.	 	Section 4(a) is amended to read as follows to increase the number of shares by 850,000:






     Subject to adjustment in a manner consistent with any adjustment made pursuant to Section
9, the total number of shares of Stock reserved and available for delivery in connection with
Awards under this Plan shall not exceed the sum of (i) 5,675,000 shares (the “162(m) Covered
Shares”), plus (ii) 13,875,000 shares of Stock, less (iii) the number of shares of Stock issued
under the Range Resources Corporation 1999 Stock Option Plan (the “1999 Plan”) prior to the
Effective Date and less the number of shares of Stock issuable pursuant to awards outstanding
under the 1999 Plan as of the Effective Date, plus (iv) the number of shares that become
available for delivery under the 1999 Plan after the Effective Date with respect to awards that
lapse or are terminated and with respect to which shares are not issued, plus (v) the 569,303
shares of Stock available for delivery under the Stroud Energy, Inc. 2005 Stock Incentive Plan
(the “Stroud Shares”); provided, however, that Stroud Shares shall only be utilized with
respect to Awards granted to an Eligible Person who either (A) is a former employee of Stroud
Energy, Inc. or one of its affiliates, or (B) first became an officer or employee of (or
otherwise began providing services to) the Company or any Subsidiary or first became a director
of the Company after June 19, 2006.



     As amended hereby, the Plan is specifically ratified and reaffirmed; provided, however, this
First Amendment shall be null and void for all purposes if it is not approved by the stockholders
of the Company at the 2010 Meeting.



     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed May 19,
2010.



	 	 	 	 	 
	 	RANGE RESOURCES CORPORATION

 	 
	 	By:  	/s/ Roger Manny
 	 
	 	 	Name:  	Roger Manny 	 
	 	 	Title:  	Executive Vice President & Chief

Financial Officer