RESTATED CERTIFICATE OF INCORPORATION

                         OF RANGE RESOURCES CORPORATION

                            (a Delaware corporation)

 

 

         Range Resources Corporation, a corporation organized and existing under

the laws of the State of Delaware (the "Corporation"), hereby certifies as

follows:

 

         FIRST: The name of the corporation is Range Resources Corporation, and

the corporation was originally incorporated on March 26, 1980, under the name

Lomak Petroleum, Inc., pursuant to the Delaware General Corporation Law (the

"DGCL").

 

         SECOND: This Restated Certificate of Incorporation (the "Restated

Certificate") restates the provisions of the Certificate of Incorporation of the

Corporation (as amended to date, the "Certificate of Incorporation"), filed with

the Secretary of State of the State of Delaware on March 26, 1980, and

integrates the provisions of the several Certificates of Amendment filed from

time to time, and does not further amend the provisions of the Corporation's

Certificate of Incorporation as theretofore amended or supplemented. There is no

discrepancy between the provisions of the Certificate of Incorporation and the

provisions of the Restated Certificate.

 

         THIRD: In accordance with Section 245 of the DGCL, the board of

directors of the Corporation duly adopted resolutions authorizing the

restatement of the Certificate of Incorporation, declaring said restatement to

be appropriate, advisable and in the best interests of the Corporation.

 

         FOURTH: The Certificate of Incorporation of said Corporation shall be

restated to read in full as follows:

 

                  FIRST: The name of the Corporation is Range Resources

         Corporation (hereinafter referred to as the "Corporation").

 

                  SECOND: Its principal and registered office in the State of

         Delaware is located at 1209 Orange Street, City of Wilmington, County

         of New Castle, Delaware, 19801. The name and address of its registered

         agent is The Corporation Trust Company, 1209 Orange Street, Wilmington,

         Delaware, 19801.

 

                  THIRD: The nature of the business or purposes to be conducted

         or promoted are:

 

                           To explore, prospect, drill for, produce, market,

                  sell, and deal in and with petroleum, oil, asphaltum, natural

                  gas, gasoline, naphthene, hydrocarbons, oil shales, ores of

                  every kind or the mineral or nonmineral, liquid, solid, or

                  volatile substances and products, by-products, combinations,

                  and derivatives thereof, and to buy, lease, hire, contract

                  for, invest in, and otherwise acquire, and to own, hold,

                  maintain, equip, operate, manage, mortgage, create and grant

                  security interests in, deal in and with, and to sell, lease,

                  exchange and otherwise dispose of oil, gas, mineral, and

                  mining lands, wells, rights, royalties, overriding royalties,

                  oil

 

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                  payments and other oil, gas and mineral interests, claims,

                  locations, patents, concessions, easements, rights-of-way,

                  franchises, real and personal property, and all interests

                  therein, machinery for use on land, water, or air, for

                  prospecting, exploring, and drilling for, producing,

                  gathering, manufacturing, refining, purchasing, leasing,

                  exchanging, trading for, or otherwise disposing of oil, gas

                  and such mineral and nonmineral substances; and to do

                  engineering and contracting and to design, construct, drill,

                  bore, sink, develop, improve, extend, maintain, operate, and

                  repair wells, mines, plants, works, machinery, appliances,

                  rigging, casing, tools, storage, and transportation lines and

                  systems for this Corporation and other persons, associations,

                  or corporations.

 

                           To engage in any lawful act or activity for which

                  corporations may be organized under the General Corporation

                  Law of Delaware as now in effect or hereafter amended.

 

                  FOURTH:  (1)  The total number of shares of all classes of

         stock that the Corporation shall have authority to issue is 110 million

         shares, divided into classes as follows:

 

                           100 million      Common shares having a par value

                                            of $.01 per share; and

 

                            10 million      Preferred shares having a par value

                                            of $1.00 per share.

 

                           (2) No holder of shares of the Corporation shall have

         any preemptive right to subscribe for or to purchase any shares of the

         Corporation of any class whether now or hereafter authorized.

 

                  The designations, voting powers, preferences and relative,

         participating, optional or other special rights, qualifications,

         limitations and restrictions of the above classes of stock shall be as

         follows:

 

 

                                   DIVISION A

 

                             SERIAL PREFERRED SHARES

 

                  SECTION 1. The Serial Preferred shares may be issued from time

         to time in one or more series. All Serial Preferred Shares shall be of

         equal rank and shall be identical, except in respect of the matters

         that may be fixed by the Board of Directors as hereinafter provided,

         and each share of each series shall be identical with all other shares

         of such series, except as to the date from which dividends may be

         cumulative. Subject to the provisions of Sections 2 to 8, both

         inclusive, of this Division, which provisions shall apply to all Serial

         Preferred Shares, the Board of Directors hereby is authorized to cause

         such shares to be issued in one or more series and with respect to each

         such series by resolution or resolutions adopted prior to the issuance

         thereof to fix or determine:

 

                                       2

<PAGE>

                  (a) The designation of the series, which may be by

         distinguishing number, letter or title.

 

                  (b) The number of shares of the series, which number the Board

         of Directors may (except where otherwise provided in the creation of

         the series) increase or decrease (but not below the number of shares

         thereof then outstanding).

 

                  (c) The dividend rate or rates on the shares of the series,

         whether dividends shall be cumulative and, if so, the dates from which

         dividends shall be cumulative, and the dates at which dividends, if

         declared, shall be payable.

 

                  (d) The redemption rights and price or prices, if any, for

         shares of the series (which may vary at different redemption dates).

 

                  (e) The terms and amount of any sinking fund provided for the

         purchase or redemption of shares of the series.

 

                  (f) The liquidation price payable on shares of the series in

         the event of any voluntary or involuntary liquidation, dissolution or

         winding up of the affairs of the Corporation.

 

                  (g) Whether the shares of the series shall be convertible into

         Common Shares or other securities of the Corporation, and, if so, the

         conversion price or rate (which may vary depending on the time at which

         such conversion is made), any adjustments thereof, and all other terms

         and conditions upon which such conversion may be made.

 

                  (h) Restrictions on the issuance of shares of the same series

         or of any other class or series.

 

                  (i) The voting powers, if any, of such series.

 

                  SECTION 2. The holders of Serial Preferred Shares of each

         series, in preference to the holders of Common Shares and of any other

         class of shares ranking junior to the Serial Preferred Shares, shall be

         entitled to receive out of any funds legally available and when and as

         declared by the Board of Directors dividends in cash at the rate for

         such series fixed in accordance with the provisions of Section 1 of

         this Division and no more, payable quarterly on the dates fixed for

         such series. Such dividends may be cumulative, in the case of shares of

         any particular series, from and after the date or dates fixed with

         respect to such series. No dividends may be paid upon or declared or

         set apart for any of the Serial Preferred Shares for any dividend

         period unless at the same time a like proportionate dividend for the

         same dividend period, ratably in proportion to the respective annual

         dividend rates fixed therefor, shall be paid upon or declared or set

         apart for all Serial Preferred Shares of all series then issued and

         outstanding and entitled to receive such dividend.

 

                  SECTION 3. In no event so long as any Serial Preferred Shares

         shall be outstanding shall any dividends, except a dividend payable in

         Common Shares, or other

 

                                       3

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         shares ranking junior to the Serial Preferred Shares, be paid or

         declared or any distribution be made on the Common Shares or any other

         shares ranking junior to the Serial Preferred Shares, nor shall any

         Common Shares or any other shares ranking junior to the Serial

         Preferred Shares be purchased, retired or otherwise acquired by the

         Corporation (except out of the proceeds of the sale of Common Shares or

         other shares ranking junior to the Serial Preferred Shares received by

         the Corporation subsequent to the date on which the Serial Preferred

         Shares are first issued);

 

                  (a) Unless all accrued and unpaid dividends on Serial

         Preferred Shares, including the full dividends for the current dividend

         period, shall have been declared and paid or a sum sufficient for

         payment thereof set apart; and

 

                  (b) Unless there shall be no arrearages with respect to the

         redemption of Serial Preferred Shares of any series from any sinking

         fund provided for shares of such series in accordance with the

         provisions of Section 1 of this Division.

 

                  SECTION 4. (a) Subject to the express terms of each series,

         the Corporation may from time to time redeem all or any part of the

         Serial Preferred Shares of any series at the time outstanding (i) at

         the option of the Board of Directors at the applicable redemption price

         for such series fixed in accordance with the provisions of Section 1 or

         (ii) in fulfillment of the requirements of any sinking fund provided

         for shares of such series at the applicable sinking redemption price,

         fixed in accordance with the provisions of Section 1, together in each

         case with accrued and unpaid dividends to the redemption date.

 

                  (b) Notice of every such redemption shall be mailed, postage

         prepaid, to the holders of record of the Serial Preferred Shares to be

         redeemed at their respective addresses then appearing on the books of

         the Corporation, not less than thirty (30) days nor more than sixty

         (60) days prior to the date fixed for such redemption. At any time

         before or after notice has been given as above provided, the

         Corporation may deposit the aggregate redemption price of the Serial

         Preferred Shares to be redeemed with any bank or trust company named in

         such notice, directed to be paid to the respective holders of the

         Serial Preferred Shares so to be redeemed, in amounts equal to the

         redemption price of all Serial Preferred Shares so to be redeemed, on

         surrender of the stock certificate or certificates held by such

         holders, and upon the making of such deposit such holders shall cease

         to be shareholders with respect to such shares, and after such notice

         shall have been given and such deposit shall have been made such

         holders shall have no interest in or claim against the Corporation with

         respect to such shares except only to receive such money from such bank

         or trust company without interest or the right to exercise, before the

         redemption date, any unexpired privileges of conversion. In case less

         than all of the outstanding Serial Preferred Shares of any series are

         to be redeemed, the Corporation shall select by lot the shares so to be

         redeemed in such manner as shall be prescribed by its Board of

         Directors.

 

                  (c) Any Serial Preferred Shares which are redeemed by the

         Corporation pursuant to the provisions of this Section 4 and any Serial

         Preferred Shares which are purchased and delivered in satisfaction of

         any sinking fund requirements provided for

 

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<PAGE>

         shares of such series and any Serial Preferred Shares which are

         converted in accordance with the express terms thereof shall be

         cancelled and not reissued. Any Serial Preferred Shares otherwise

         acquired by the corporation shall resume the status of authorized and

         unissued Serial Preferred Shares without serial designation.

 

                  SECTION 5. (a) The holders of Serial Preferred Shares of any

         series shall, in case of voluntary or involuntary liquidation,

         dissolution or winding up of the affairs of the Corporation, be

         entitled to receive in full out of the assets of the Corporation,

         including its capital, before any amount shall be paid or distributed

         among the holders of the Common Shares or any other shares ranking

         junior to the Serial Preferred Shares, the amounts fixed with respect

         to the shares of such series in accordance with Section 1 of this

         Division plus an amount equal to all dividends accrued and unpaid

         thereon to the date of payment of the amount due pursuant to such

         liquidation, dissolution or winding up of the affairs of the

         Corporation. In case the net assets of the Corporation legally

         available therefor are insufficient to permit the payment upon all

         outstanding Serial Preferred Shares of the full preferential amount to

         which they are respectively entitled, then such net assets shall be

         distributed ratably upon outstanding Serial Preferred Shares in

         proportion to the full preferential amount to which each such share is

         entitled.

 

                  After payment to holders of Serial Preferred Shares of the

         full preferential amounts as aforesaid, holders of Serial Preferred

         Shares as such shall have no right or claim to any of the remaining

         assets of the Corporation.

 

                  (b) The merger or consolidation of the Corporation into or

         with any other corporation, or the merger of any other corporation into

         it, or the sale, lease or conveyance of all or substantially all the

         property or business of the Corporation, shall not be deemed to be a

         dissolution, liquidation or winding up, voluntary or involuntary, for

         the purposes of this Section 5.

 

                  SECTION 6. Unless and except to the extent otherwise required

         by law or provided in the resolution or resolutions of the Board of

         Directors creating any series of Serial Preferred Shares pursuant to

         this Division A, the holders of Serial Preferred Shares shall have no

         voting power with respect to any matter whatsoever.

 

                  SECTION 7. The holders of Serial Preferred Shares shall have

         no preemptive right to purchase or have offered to them for purchase

         any shares or other securities of the Corporation, whether now or

         hereafter authorized.

 

                  SECTION 8. For the purpose of this Division A:

 

                  Whenever reference is made to shares "ranking junior to the

         Serial Preferred Shares," such reference shall mean and include all

         shares of the Corporation in respect of which the rights of the holders

         thereof as to the payment of dividends or as to distributions in the

         event or a voluntary or involuntary liquidation, dissolution or winding

         up of the affairs of the Corporation are junior and subordinate to the

         rights of the holders of Serial Preferred Shares.

 

                                       5

<PAGE>

                                   DIVISION B

 

                                  COMMON SHARES

 

                  The Common Shares shall be subject to the express terms of the

         Serial Preferred Shares and any series thereof and to the express terms

         of the Preferred Stock. Each Common Share shall be equal to every other

         Common Share. The holders of Common Shares shall be entitled to one

         vote for each share upon all matters presented to the shareholders.

 

                  The holders of Common Shares shall have no preemptive right to

         purchase or have offered to them for purchase any shares or other

         securities of the Corporation, whether now or hereafter authorized.

 

                           (3) The voting powers, designations, preferences and

relative, participating, optional or other special rights, and the

qualifications, limitations or restrictions thereof, of the Corporation's 5.90%

Cumulative Convertible Preferred Stock are set forth in Appendix A hereto and

are incorporated herein by reference.

 

                  FIFTH:   [Intentionally omitted]

 

                  SIXTH:   [Intentionally omitted]

 

                  SEVENTH: In furtherance and not in limitation of the powers

         granted them by statute, the Board of Directors is hereby authorized:

 

                           (1) To alter, make, amend or repeal the By-laws of

                  the corporation.

 

                           (2) From time to time,

 

                                    a) to issue, sell and dispose of shares of

                           the authorized and previously unissued capital stock

                           of the corporation and shares of its outstanding

                           capital stock held in its treasury;

 

                                    b) to issue, sell and dispose of the bonds,

                           debentures, notes and other obligations or evidences

                           of indebtedness of the corporation convertible into,

                           or carrying rights to purchase, stock of the

                           corporation of any class; and

 

                                    c) to authorize and cause to be executed

                           mortgages and liens upon the real and personal

                           property of the corporation.

 

                           (3) To purchase any of the outstanding shares of the

                  Corporation at such price and upon such terms as the Directors

                  may determine.

 

                                       6

<PAGE>

                           (4) The corporation may in its By-laws confer powers

                  upon its Board of Directors in addition to the foregoing, and

                  in addition to the powers and authorities expressly conferred

                  upon it by statute.

 

                           (5) Any former, present or future director, officer

                  or employee of the company or the legal representative of any

                  such director, officer, or employee shall be indemnified by

                  the company

 

                                    a) against reasonable costs, disbursements

                           and counsel fees paid or incurred where such person

                           has been successful on the merits or otherwise in any

                           pending, threatened or completed civil, criminal,

                           administrative or arbitrative action, suit or

                           proceeding, and any appeal therein and any inquiry or

                           investigation which could lead to such action, suit

                           or proceeding, or in defense of any claim, issue or

                           matter therein, by reason of such person being or

                           having been such director, officer or employee, and

 

                                    b) with respect to any such action, suit,

                           proceeding, inquiry or investigation for which

                           indemnification is not made under (a) above, against

                           reasonable costs, disbursements (which shall include

                           amounts paid in satisfaction of settlements,

                           judgments, fines and penalties, exclusive, however,

                           of any amount paid or payable to the company) and

                           counsel fees if such person also had no reasonable

                           cause to believe the conduct was unlawful, with the

                           determination as to whether the applicable standard

                           of conduct was met to be made by a majority of the

                           members of the Board of Directors (sitting as a

                           committee of the Board) who were not parties to such

                           inquiry, investigation, action, suit or proceeding or

                           by any one or more disinterested counsel to whom the

                           question may be referred to the Board of Directors;

                           provided, however, in connection with any proceeding

                           by or in the right of the company, no indemnification

                           shall be provided as to any person adjudged by any

                           court to be liable for negligence or misconduct

                           except as and to the extent determined by such court.

 

                           The termination of any such inquiry, investigation,

                  action, suit or proceeding by judgment, order, settlement,

                  conviction or upon a plea of nolo contendere or its equivalent

                  shall not of itself create a presumption that such person did

                  not meet the standards of conduct set forth in subsection (b)

                  above.

 

                           Reasonable costs, disbursements and counsel fees

                  incurred by such person in connection with any inquiry,

                  investigation action, suit or proceeding may be paid by the

                  company in advance of the final disposition of such matter if

                  authorized by a majority of the Board of Directors (sitting as

                  a committee of the Board) not parties to such matter upon

                  receipt by the company of an undertaking by or on behalf of

                  such person to repay such amount unless it is ultimately

                  determined that such person is entitled to be indemnified as

                  set forth herein.

 

                                       7

<PAGE>

 

                           The Board of Directors may, at any regular or special

                  meeting of the Board, by resolution, accord similar

                  indemnification (prospective or retroactive) to any director,

                  trustee, officer or employee of any other company who is

                  serving as such at the request of the company because of the

                  company's interest in such other company and any officer,

                  director or employee of any constituent corporation absorbed

                  by the company in a consolidation or merger, or the legal

                  representative of any such director, trustee, officer or

                  employee.

 

                           The indemnification herein provided shall not exclude

                  any other rights to which such person may be entitled as a

                  matter of law or which may by lawfully granted.

 

                  EIGHTH: No director of the Corporation shall be liable to the

         Corporation or its stockholders for monetary damages for breach of

         fiduciary duty as a director, except for liability (i) for any breach

         of the director's duty of loyalty to the Corporation or its

         stockholders, (ii) for acts or omissions not in good faith or which

         involve intentional misconduct or a knowing violation of law, (iii)

         under Section 174 of the Delaware General Corporation Law, or (iv) for

         any transaction from which the director derived an improper personal

         benefit. This paragraph shall not eliminate or limit the liability of a

         director for any act or omission occurring prior to the effective date

         of its adoption. If the General Corporation Law of the State of

         Delaware is hereafter amended to authorize corporate action further

         limiting or eliminating the personal liability of directors, then the

         liability of a director to the Corporation shall be limited or

         eliminated to the fullest extent permitted by the General Corporation

         Law of the State of Delaware, as so amended from time to time. No

         repeal or modification of this Article VIII, directly or by adoption of

         an inconsistent provision of this Certificate of Incorporation, by the

         stockholders of the Corporation shall be effective with respect to any

         cause of action, suit, claim or other matter, but for this Article

         VIII, would accrue or arise prior to such repeal or modification.

 

                                      * * *

 

 

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<PAGE>

         IN WITNESS WHEREOF, said Range Resources Corporation has caused this

Restated Certificate to be signed by John H. Pinkerton, President, as of the

____ day of ______________, 2004.

 

 

 

                                      RANGE RESOURCES CORPORATION

 

 

 

                                      By:

                                         ---------------------------------------

                                               John H. Pinkerton

                                               President

 

CERTIFICATE OF FIRST AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
RANGE RESOURCES CORPORATION

(PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW)

     Range Resources Corporation, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), DOES HEREBY CERTIFY:

     FIRST: The name of the Corporation is RANGE RESOURCES CORPORATION.

     SECOND: That Article FOURTH, Section (1) of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) is hereby amended to read in its entirety as follows:

 

 

 

“(1) The total number of shares of all classes of stock that the Corporation shall have authority to issue is 260,000,000 shares, divided into classes as follows:

 

 

 

 

 

 

 

250 million

 

Common shares having a par value of $.01 per share, and

 

 

 

 

 

 

 

10 million

 

Preferred shares having a par value of $1.00 per share.”

     THIRD: That Article SEVENTH, Section (5) of the Certificate of Incorporation is hereby amended to read in its entirety as set forth on Exhibit A hereto.

     FOURTH: The amendments to the Certificate of Incorporation set forth herein were duly adopted by the unanimous approval of the Board of Directors of the Corporation and have been duly approved by the stockholders owning more than a majority of the Corporation’s outstanding shares of stock entitled to vote thereon in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, Range Resources Corporation has caused this Certificate to be signed by John H. Pinkerton, its President, and attested to by Rodney L. Waller, its Corporate Secretary, this 18th day of May, 2005.

 

 

 

 

 

 

RANGE RESOURCES CORPORATION
 

 

 

By:  

/s/ John H. Pinkerton  

 

 

 

John H. Pinkerton, President 

 

 

 

 

 

 

 

 

 

 

 

 

Attest:

 

/s/ Rodney L. Waller

 

 

Rodney L. Waller, Corporate Secretary

 

CERTIFICATE OF SECOND AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
RANGE RESOURCES CORPORATION

(PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW)

     Range Resources Corporation, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), DOES HEREBY CERTIFY:

     FIRST:     The name of the Corporation is RANGE RESOURCES CORPORATION.

     SECOND:     That Article FOURTH, Section (1) of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) is hereby amended to read in its entirety as follows:

 

 

 

“(1) The total number of shares of all classes of stock that the Corporation shall have authority to issue is 485 million shares, divided into classes as follows:

 

 

 

475 million

 

Common shares having a par value of $.01 per share, and

 

 

 

10 million

 

Preferred shares having a par value of $1.00 per share.”

     THIRD:     The amendments to the Certificate of Incorporation set forth herein were duly adopted by the unanimous approval of the Board of Directors of the Corporation and have been duly approved by the stockholders owning more than a majority of the Corporation’s outstanding shares of stock entitled to vote thereon in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, Range Resources Corporation has caused this Certificate to be signed by John H. Pinkerton, its Chief Executive Officer, and attested to by Rodney L. Waller, its Corporate Secretary, this 20th day of May, 2008.

 

 

 

 

 

 

RANGE RESOURCES CORPORATION
 

 

 

By:  

/s/ John H. Pinkerton  

 

 

 

John H. Pinkerton, 

 

 

 

Chief Executive Officer 

[As filed: 07-24-2008]