sv8
As filed with the Securities and Exchange Commission on June 12, 2009
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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34-1312571 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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100 Throckmorton Street
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76102 |
Suite 1200
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(Zip Code) |
Fort Worth, Texas |
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(Address of Principal Executive Offices) |
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Range Resources Corporation Amended and Restated 2005 Equity-Based Compensation Plan
(Full title of the plan)
David P. Poole
Senior Vice President General Counsel and Corporate Secretary
Range Resources Corporation
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 870-2601
(Telephone number, including area code, of agent for service)
with a copy to:
Kevin Lewis
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Maximum |
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offering |
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Proposed |
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Title of securities |
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Amount to be |
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price per |
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maximum aggregate |
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Amount of |
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to be registered |
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registered (1) |
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share (2) |
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offering price (2) |
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registration fee |
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Common Stock, $0.01 par value per share |
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900,000 |
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$44.91 |
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$40,419,000 |
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$2,255.38 |
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(1) |
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In addition, pursuant to Rule 416 under the Securities Act of 1933
(the Securities Act), there are also being registered such
additional shares of Common Stock as may become issuable pursuant to
the antidilution provisions of the Range Resources Corporation 2005
Equity-Based Compensation Plan. |
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(2) |
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Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(h) under the Securities Act. The price for
the 900,000 shares issuable under the Companys Amended and Restated
2005 Equity-Based Compensation Plan was based on a price
of $44.91, the average of the high and low prices reported
on the New York Stock Exchange on June 8, 2009. |
TABLE OF CONTENTS
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Sixth
Amendment to the 2005 Equity-Based Compensation Plan |
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Opinion of Vinson & Elkins L.L.P. |
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Consent of Ernst & Young LLP |
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Consent of H.J. Gruy and Associates, Inc. |
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Consent of DeGoyler and MacNaughton |
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Consent of Wright and Company |
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EX-5.1 |
EX-23.1 |
EX-23.3 |
EX-23.4 |
EX-23.5 |
This Registration Statement is being filed, in accordance with General Instruction E to Form
S-8, to register the offer and sale of additional shares of common stock that may be issued under
the Range Resources Corporation 2005 Equity-Based Compensation Plan as a result of the adoption of
an amendment (the Amendment) to the Range Resources Corporation 2005 Equity-Based Compensation
Plan, which increased the number of shares of common stock available under the 2005 Plan by
900,000. The terms of the Amendment and all previous amendments to the Range Resources 2005
Equity-Based Compensation Plan were incorporated into the Range Resources Amended and Restated 2005
Equity-Based Compensation Plan (the 2005 Plan), which Range Resources Corporation (the Company
or the Registrant) filed with the Securities and Exchange Commission (the Commission) on Form
8-K on June 4, 2009. The contents of the Registration Statements on Form S-8 (Registration Nos.
333-125665, 333-135196, 333-143875 and 333-151818) with respect to the 2005 Plan are hereby
incorporated by reference into this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428(b)(1) promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration Statement the following
documents:
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Annual Report on Form 10-K, for the fiscal year ended December 31, 2008. |
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Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009. |
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(c) |
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Current Reports on Form 8-K filed on each of February 17, 2009, May 14,
2009 and June 4, 2009; provided, however, the Company does not
incorporate by reference any information furnished under Item 2.02 or
Item 7.01 or any exhibits furnished in connection therewith and included
in any of these Current Reports on Form 8-K. |
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(d) |
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The description of the Companys Common Stock contained in the
Registration Statement on Form 10, dated June 18, 1980, and filed with
the Commission pursuant to Section 12(g) of the Securities Exchange Act
of 1934 (the Exchange Act), including any subsequent amendment(s) or
report(s) filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or that deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof from the dates of
filing of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement. Upon the written or
oral request of any person to whom a copy of this Registration Statement has been delivered, the
Registrant will provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference into such
documents) that have been incorporated by reference into this Registration Statement but not
delivered herewith. Requests for such documents should be directed to Range
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Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102, Attention:
Corporate Secretary, telephone (817) 870-2601.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (DGCL) provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by reason of the fact
that he or she is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys fees) actually and
reasonably incurred in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or such other court
in which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery
or such other court shall deem proper.
The Companys Amended and Restated By-Laws and Restated Certificate of Incorporation, as
amended, each provide that the Company will indemnify and hold harmless to the fullest extent
authorized by the DGCL each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, by reason of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director, officer, employee or agent of the Company or is
or was serving at the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent. Such indemnification continues as to a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of his or her heirs,
executors and administrators.
In addition, as permitted by the DGCL, the Restated Certificate of Incorporation, as amended,
provides that directors of the Company shall have no personal liability to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director, except (1) for any
breach of the directors duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or knowing violation of
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law, (3) under Section 174 of the DGCL or (4) for any transaction from which a director derived an
improper personal benefit.
The preceding discussion of the Companys Amended and Restated Bylaws and Restated Certificate
of Incorporation, as amended, and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by the reference to the Companys
Amended and Restated Bylaws and Restated Certificate of Incorporation, as amended, and Section 145
of the DGCL.
The Company has entered into indemnification agreements with its directors and executive
officers, and intends to enter into indemnification agreements with any new directors and executive
officers in the future. Pursuant to such agreements, the Company will, to the extent permitted by
applicable law, indemnify such persons against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of any actions brought against them by reason
of the fact that they were directors or officers of the Company or assumed certain responsibilities
at the direction of the Company. The preceding discussion of the Companys indemnification
agreements is not intended to be exhaustive and is qualified in its entirety by reference to such
indemnification agreements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to another filing of the
Registrant with the Commission, each of the following exhibits is filed herewith:
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Exhibit Number |
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Description |
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4.1
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Range Resources Corporation Amended and Restated 2005 Equity-Based Compensation Plan
(incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as
filed with the Commission on June 4, 2009) |
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5.1
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Opinion of Vinson & Elkins L.L.P. |
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23.1
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Consent of Ernst & Young LLP |
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23.2
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Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto) |
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23.3
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Consent of H.J. Gruy and Associates, Inc., independent petroleum engineers |
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23.4
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Consent of DeGoyler and MacNaughton, independent petroleum engineers |
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23.5
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Consent of Wright and Company, Inc., independent petroleum engineers |
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24.1
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Powers of Attorney (included in the signature pages hereto) |
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the Calculation of Registration Fee table in
the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement;
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of Texas,
on June 12, 2009.
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RANGE RESOURCES CORPORATION
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By: |
/s/
Roger S. Manny
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Roger S. Manny |
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Executive Vice President and
Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated. Each person whose
signature appears below authorizes and appoints each of John H. Pinkerton and Roger S. Manny, and
each of them severally, acting alone and without the other, as his attorney-in-fact to execute in
the name of such person and to file any amendments to this Registration Statement necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the Registration Statement as
such attorney-in-fact may deem appropriate.
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Signature |
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Chief Executive Officer and Chairman of the Board
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June 12, 2009 |
John H. Pinkerton
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(Principal Executive Officer) |
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/s/ Jeffrey L. Ventura
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President, Chief Operating Officer and Director
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June 12, 2009 |
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/s/ Roger S. Manny
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Executive Vice President and Chief Financial Officer
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June 12, 2009 |
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(Principal Financial Officer and
Principal Accounting Officer) |
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/s/ Charles L. Blackburn
Charles L. Blackburn
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Director
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June 12, 2009 |
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/s/ Anthony V. Dub
Anthony V. Dub
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Director
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June 12, 2009 |
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/s/ V. Richard Eales
V. Richard Eales
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Lead Independent Director
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June 12, 2009 |
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/s/ Allen Finkelson
Allen Finkelson
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Director
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June 12, 2009 |
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/s/ James M. Funk
James M. Funk
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Director
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June 12, 2009 |
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/s/ Jonathan S. Linker
Jonathan S. Linker
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Director
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June 12, 2009 |
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/s/ Kevin S. McCarthy
Kevin S. McCarthy
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Director
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June 12, 2009 |
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EXHIBIT INDEX
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4.1
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Range Resources Corporation Amended and Restated 2005 Equity-Based Compensation Plan
(incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as
filed with the Commission on June 4, 2009) |
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5.1*
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Opinion of Vinson & Elkins L.L.P. |
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23.1*
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Consent of Ernst & Young LLP |
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23.2*
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Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto) |
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23.3*
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Consent of H.J. Gruy and Associates, Inc., independent petroleum engineers |
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23.4*
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Consent of DeGoyler and MacNaughton, independent petroleum engineers |
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23.5*
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Consent of Wright and Company, Inc., independent petroleum engineers |
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24.1*
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Powers of Attorney (included in the signature pages hereto) |
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