exv4w1



 





Exhibit 4.1




FOURTH AMENDMENT TO THE

RANGE RESOURCES CORPORATION

AMENDED AND RESTATED 1999 STOCK OPTION PLAN




     This Fourth Amendment to the Range Resources amended and restated 1999
Stock Option Plan (the “Plan”) is effective as provided herein and is made by
Range Resources Corporation, a Delaware corporation (the “Company”):



     WHEREAS, the Company has established the Plan in order to attract able
persons to serve as directors or to enter the employ of the Company and its
affiliates, and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of the Company
rest, and whose present and potential contributions to the welfare of the
Company and its affiliates are of importance, can acquire and maintain stock
ownership thereby strengthening their concern for the welfare of the Company
and its affiliates and, further, to provide such individuals with additional
incentive and reward opportunities designed to enhance the profitable growth of
the Company and its affiliates;



     WHEREAS, the Plan was previously amended to increase the maximum aggregate
number of shares of Stock that may be issued in connection with awards granted
pursuant to the Plan from 6,000,000 shares to 8,750,000 shares, subject to
adjustment;



     WHEREAS, the Board believes that to further the purposes of the Plan, the
number of shares of Stock available for issuance under the Plan should be
increased to 9,250,000 shares;



     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 Paragraph X of the Plan and section 422(b) of the Internal
Revenue Code of 1986, as amended;



     WHEREAS, this Fourth Amendment is subject to stockholder approval.



     NOW, THEREFORE, the Plan is amended as provided herein, effective as of
May 19, 2004, provided that the terms of this Fourth Amendment are approved by
the Company’s stockholders, and, except as provided herein, the Plan shall
continue to read in its current state:




	1.	 	Paragraph V(a) of the Plan is hereby amended in its entirety to provide
as follows:






     (a) Stock Grant and Award Limits. The Committee
may from time to time grant Awards to one or more
employees, Consultants or Directors determined by it
to be eligible for participation in the Plan in
accordance with the provisions of Paragraph VI.
Subject to adjustment in the same manner as provided
in Paragraph IX with respect to shares of Stock
subject to Awards then outstanding, the aggregate
number of shares of Stock that may be issued under the
Plan shall not exceed 9,250,000 shares. Shares shall
be deemed to have been issued under the Plan only (i)
to the extent actually issued and delivered pursuant
to an Award, or (ii) to the extent an Award is settled
in cash. To the extent that an Award lapses or the
rights of its Holder terminate, any shares of Stock
subject to such Award shall again be available for the
grant of an Award. For the sole purpose of complying
with the compensation deduction limitations set forth
in section 162(m) of the Code, no single individual
may, in any calendar year, receive Awards which relate
to in excess of 500,000 shares of Stock (subject to
adjustment in the same manner as provided in Paragraph
IX with respect to shares of Stock subject to Awards
then outstanding). The limitation set forth in the
preceding sentence shall be applied in a manner which
will permit compensation generated under the Plan to
constitute “performance-based” compensation for
purposes of section 162(m) of the Code, including,
without limitation, counting against such maximum
number of shares, to



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the extent required under section 162(m) of the
Code and applicable interpretive authority thereunder,
any shares subject to Awards that are canceled or
repriced.



     IN WITNESS WHEREOF, a duly authorized officer of the Company has executed
this Fourth Amendment as set forth below.


	 	 	 	 	 
	 	RANGE RESOURCES CORPORATION

 	 
	 	By:  	/s/ JOHN H. PINKERTON 	 
	 	 	John H. Pinkerton 	 
	 	 	President & CEO 	 




May 19, 2004





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