8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 24, 2007

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13283	23-1184320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Radnor Corporate Center, Suite 300
100 Matsonford Road, Radnor, Pennsylvania	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2007, the Board of Directors of Penn Virginia Corporation (the “Company”) approved amendments to the Penn Virginia Corporation Supplemental Employees Retirement Plan, as amended, Penn Virginia Corporation Non-Employee Directors Deferred Compensation Plan, Penn Virginia Corporation 1995 Fourth Amended and Restated Directors’ Stock Compensation Plan, as amended and Penn Virginia Corporation Third Amended and Restated 1999 Employee Stock Incentive Plan, as amended (collectively, the “Plans”), to (a) comply with Section 409A of the Internal Revenue Code of 1986, as amended, and (b) provide for the issuance of uncertificated shares of the Company’s common stock (the “Amended Plans”). The corresponding form of grant agreements under the Plans were also amended accordingly (the “Amended Grant Agreements”).

A copy of the Amended Plans and the form of Amended Grant Agreements are filed as Exhibits to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Penn Virginia Corporation Supplemental Employees Retirement Plan, as amended.
10.2	Penn Virginia Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan.
10.3	Penn Virginia Corporation 1995 Fifth Amended and Restated Directors’ Stock Compensation Plan.
10.4	Form of Agreement for Deferred Common Stock Awards under the Penn Virginia Corporation Fifth Amended and Restated 1995 Directors’ Stock Compensation Plan.
10.5	Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan.
10.6	Form of Agreement for Stock Option Grants under the Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan.
10.7	Form of Agreement for Restricted Stock Awards under the Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2007

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
Name:	Nancy M. Snyder
Title:	Executive Vice President, General Counsel
	and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Penn Virginia Corporation Supplemental Employees Retirement Plan, as amended.
10.2	Penn Virginia Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan.
10.3	Penn Virginia Corporation 1995 Fifth Amended and Restated Directors’ Stock Compensation Plan.
10.4	Form of Agreement for Deferred Common Stock Awards under the Penn Virginia Corporation Fifth Amended and Restated 1995 Directors’ Stock Compensation Plan.
10.5	Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan.
10.6	Form of Agreement for Stock Option Grants under the Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan.
10.7	Form of Agreement for Restricted Stock Awards under the Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan.

EX-10.1

Exhibit 10.1

PENN VIRGINIA CORPORATION

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

This is the Penn Virginia Corporation Supplemental Employee Retirement Plan (the “Plan”), as amended and restated effective January 1, 2008, which is maintained by Penn Virginia Corporation to provide supplemental retirement benefits for a select group of its management or highly compensated employees and those of its affiliates. The Plan is intended to comply with section 409A of the Code and the regulations thereunder.

ARTICLE I DEFINITIONS

The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:

1.1. “Accounts” means Participant’s notional SERP Account, CODA Account, Deferral Contribution and Employer Stock Account maintained under the Plan.

1.2. “Affiliate” means any entity, trade or business that (i) is included as a member with the Sponsor in a controlled group of corporations, within the meaning of section 414(b) of the Code; (ii) is a trade or business (whether or not incorporated) included with the Sponsor in a group of trades or business under common control, within the meaning of section 414(c) of the Code; or (iii) is required to be aggregated with the Sponsor pursuant to section 414(m) or 414(o) of the Code and regulations thereunder.

1.3. “Beneficiary” means the Participant’s beneficiary as designated under the Plan on a form provided by the Committee.

1.4. “Change of Control”

(a) with respect to non-Grandfathered Amounts, the term “Change of Control” shall have the same meaning ascribed to the term “change in control event” under section 409A of the Code, and

(b) with respect to Grandfathered Amounts, the term “Change of Control” means the circumstance deemed to have occurred if:

1.4.2. any person (a “Person”), within the meaning of Section 13(d) or 14(d) of the Exchange Act (other than (i) the Sponsor and/or its wholly-owned subsidiaries, (ii) any ESOP or other employee benefit plan of the Sponsor, and any trustee or other fiduciary in such capacity holding securities under such a plan, (iii) any company owned, directly or indirectly, by the shareholders of the Sponsor in substantially the same proportions as their ownership of stock of the Sponsor, or (iv) a Participant or any group of Persons of which he or she voluntarily is a part), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Sponsor representing 25% or more of the combined voting power of the Sponsor’s then outstanding securities;

1.4.3. during any consecutive two-years beginning after August 1, 1996, Directors of the Sponsor in office at the beginning of such period plus any new Director (other than a Director designated by a person who has entered into an agreement with the Sponsor to effect a transaction within the purview of Section 1.4.2 and 1.4.4) whose election by the Board, or whose nomination for election by the Sponsor’s shareholders, was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, shall cease for any reason (other than retirement) to constitute at least a majority of the Board; or

1.4.4. the Sponsor’s shareholders or the Board shall approve (i) any consolidation or merger of the Sponsor in which the Sponsor is not the continuing or surviving corporation or pursuant to which the Sponsor’s voting common stock would be converted into cash, securities and/or other property, other than a merger of the Sponsor in which holders of voting common stock immediately prior to the merger have the same proportionate ownership of shares of the common stock of the surviving corporation immediately after the merger as they had in the voting common stock immediately before, (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Sponsor, or (iii) the liquidation or dissolution of the Sponsor.

1.5. “CODA Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.2 to which amounts equal to CODA Deferral Contributions plus any Employer contributions described in Section 2.4.1 are credited. No further CODA Deferral Contributions shall be made after December 31, 2007.

1.6. “CODA Deferral Contributions” means Deferral Contributions previously credited to a Participant’s CODA Account prior to January 1, 2008.

1.7. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

1.8. “Committee” means the Plan’s administrative committee appointed by the Sponsor.

1.9. “Company” means the Sponsor and any Affiliate that adopts the Plan for its Eligible Employees, with the consent of the board of directors of the Sponsor.

1.10. “Compensation” with respect to a Participant means base pay and bonus without taking into account the dollar limit of $150,000 (indexed for inflation) set forth in section 401(a)(17) of the Code.

1.11. “Contribution Year” means, as of a particular date, the preceding calendar year.

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1.12. “Date of Hire” means the first day that an employee begins employment with the Company.

1.13. “Deferral Contributions” means the amount by which a Participant’s Compensation is reduced before such Compensation becomes currently available to the Participant.

1.14. “Deferral Contribution Account” means Deferral Contributions described by Section 2.2 and credited to a Participant’s Deferral Contribution Account in accordance with Section 3.1.

1.15. “Determination Date” means the date as of which a determination or calculation is made.

1.16. “Eligible Employee” means (i) any employee of the Company who has base pay actually paid (without offset by 401(k) deferral contributions) during the Contribution Year that equals or exceeds $100,000, or (ii) in the case of an employee of the Company who has a Date of Hire in the year of determination, an annual rate of base pay that equals or exceeds $100,000.

1.17. “Employer Contributions” means the amounts described in Section 2.4 that are credited to a Participant’s Employer Contribution Account.

1.18. “Employer Contribution Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.3 to which amounts equal to the Employer Contributions and all earnings attributable thereto are credited.

1.19. “Employer Stock Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.3 to which amounts equal to Employer Stock Contributions are credited.

1.20. “Employer Stock Contributions” means amounts described in Section 2.3 that are credited to a Participant’s Employer Stock Account.

1.21. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.22. “ESOP” means the Penn Virginia Corporation and Affiliated Companies Employee Stock Ownership Plan, intended to be an employee stock ownership plan within the meaning of sections 409 and 4975(c) of the Code.

1.23. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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1.24. “Grandfathered Amounts” means the portion of a Participant’s Accounts attributable to amounts earned and vested for purposes of section 409A of the Code as of December 31, 2004, and any earnings attributable thereto (whenever credited).

1.25. “Hardship” means, as determined by the Committee, and with respect to non-Grandfathered Amounts, in a manner consistent with section 409A of the Code, a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or Participant’s dependent (as defined in section 152 of the Code), uninsured loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

1.26. “Participant” means an Eligible Employee who meets the requirements of Section 2.1.

1.27. “Plan” means this Penn Virginia Corporation Supplemental Employee Retirement Plan, as set forth herein and as may be amended from time to time.

1.28. “Plan Year” means the calendar year.

1.29. “SERP Account” means a separate bookkeeping account established for a Participant pursuant to Section 3.1 to which amounts equal to SERP Deferral Contributions are credited. No further SERP Deferral Contributions shall be made after December 31, 2007.

1.30. “SERP Deferral Contributions” means Deferral Contributions previously credited to a Participant’s SERP Account prior to January 1, 2008.

1.31. “Sponsor” means Penn Virginia Corporation, a Virginia corporation.

1.32. “Value” means the amount of cash and the value of the shares of common stock of the Sponsor (based on the closing price of a share of common stock of the Sponsor as of the date of liquidation) that the liquidation of the hypothetical investments of the Participant’s Account, or any portion thereof, yields as of the date of such liquidation.

1.33. “Year of Service” means one calendar year, measured from an employee’s Date of Hire, during which the employee is in the employ of the Company.

1.34. “401(k) Plan” means the Penn Virginia Corporation and Affiliated Companies Employees’ 401(k) Plan which is intended to be qualified under sections 401(a) and 401(k) of the Code.

ARTICLE II PARTICIPATION

2.1. Eligibility Requirements. Each Eligible Employee shall be eligible to participate in the Plan. An Eligible Employee shall be a Participant in the Plan as of the first Plan Year beginning on or after he or she validly elects to participate in the Plan following the

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completion of one Year of Service. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, waive the one Year of Service requirement and permit a newly Eligible Employee to begin participating in the Plan within 30 days of his or her Date of Hire; provided, however, that if any portion of a Participant’s bonus is performance-based compensation for purposes of section 409A of the Code, a deferral election with respect to the Eligible Employee’s bonus must be submitted not later than June 30 of the calendar year for which the bonus is to be earned and the deferral election will be effective only with regard to the portion of the bonus allocable to the period following the date the Eligible Employee submits the deferral election to the Committee through the last day of the Plan Year.

2.2. Election to Participate. An Eligible Employee may participate in the Plan by electing to make Deferral Contributions under the Plan. An Eligible Employee may elect to make Deferral Contributions by reducing his or her Compensation by any amount up to 100%. An Eligible Employee shall make his or her election by filing a form with the Committee that specifies the percentage or dollar amount of Compensation to be withheld. Except where the last sentence of Section 2.1 applies, an election to have Compensation withheld pursuant to this Section 2.2 must be submitted to the Committee not later than December 31 of the year immediately preceding the Plan Year for which the election will be effective and shall remain in effect until amended or revoked in accordance with Section 2.5; provided that if a Participant’s bonus is performance-based compensation for purposes of section 409A of the Code, the Committee may allow the Participant to elect to defer all or portion of his bonus for a Plan Year at a time determined by the Committee, but no later than June 30 of the Plan Year for which such bonus is to be earned. A deferral election pursuant to this Section 2.2 shall be irrevocable.

2.3. Employer Stock Contributions. The Company may, if the Company so provides in its sole and absolute discretion, credit a Participant’s Employer Stock Account with an amount equal to the amount an Eligible Employee could otherwise receive under the ESOP if he or she met all of the eligibility requirements of such ESOP. Employer Stock Contributions shall be credited in a time and manner determined by the Committee in its sole and absolute discretion. When a Participant becomes eligible to participate in the ESOP, he or she shall no longer be eligible to receive credits for Employer Stock Contributions.

2.4. Discretionary Employer Contributions. The Company may, if the Company so provides in its sole and absolute discretion, credit a Participant’s Employer Contribution Account with such amount, if any, as the Committee determines. Employer Contributions shall be credited in a time and manner determined by the Committee in its sole and absolute discretion.

2.5. Reduction or Termination of Contributions. A Participant may reduce the amount of or terminate Compensation withholding that the Company will credit to the Plan as Deferral Contributions for any Plan Year by filing a revised election form with the Committee before the beginning of the Plan Year for which such election is to become effective.

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2.6. Vesting. A Participant shall be 100% vested at all times in his or her Deferral Contributions, CODA Employer Contributions and Employer Stock Contributions, if applicable, and any earnings credited thereon.

2.7. Special 2005 Transition Rule for Bonus Compensation Earned in 2005. Notwithstanding anything in the Plan to the contrary, consistent with section 409A of the Code and the guidance issued thereunder, any Participant who made an election to defer all or a portion of his Compensation that is a bonus earned in 2005 (payable in 2006) (the “2005 Bonus”) may cancel his election relating to his 2005 Bonus by notifying the Committee in writing in a form acceptable to the Committee. A Participant must make such election on or before December 16, 2005. The entire amount of such 2005 Bonus shall be paid to the Participant in 2006 and includible in his income in 2006.

ARTICLE III INVESTMENT OF THE ACCOUNTS

3.1. Establishment of the CODA Account, SERP Account and the Deferral Contribution Account. The Committee shall establish and maintain a notional account for each Participant who elects Compensation withholding under Section 2.2 and who previously elected to make CODA Deferral Contributions and SERP Deferral Contributions.

3.1.1. Crediting of Amount to the Deferral Contribution Account. An amount equal to the Compensation withheld shall be credited to a Participant’s Deferral Contribution Account not later than 60 days after the date such Compensation would otherwise have been paid to the Participant. Hypothetical earnings, gains and losses, if any, on the balance standing to the credit of the Deferral Contribution Account shall be credited or debited to the Deferral Contribution Account as provided in Section 3.1.2.

3.1.2. Hypothetical Investment of the CODA Account, SERP Account and Deferral Contribution Account. The Committee may cause each Participant’s CODA Account, SERP Account and Deferral Contribution Account to be hypothetically invested in accordance with a written investment direction provided to the Committee by the Participant. A Participant may only direct that the Committee invest his or her CODA Account, SERP Account and Deferral Contribution Account in any investment available under the 401(k) Plan at the time such direction is given. A Participant may change his or her investment direction at such times and on such terms and conditions as the Committee may determine, subject in all respects to the terms of the Penn Virginia Corporation Policy Regarding Special Trading Procedures. A Participant’s CODA Account, SERP Account and Deferral Contribution Account shall be credited or debited with all hypothetical earnings, gains, losses and ordinary expenses incurred through execution of his or her investment directions. If the Participant or Committee determines not to invest the Participant’s CODA Account, SERP Account and/or Deferral Contribution Account, the applicable Account shall be assumed to be invested in such default investment, or at the interest rate at which PNC Bank or its successor, or such other bank as the Committee shall determine, is lending to its most credit-worthy customers less 2%; provided that in no event shall such rate exceed 8%, as the Committee determines it is sole and absolute discretion.

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3.2. Establishment of the Employer Stock Account. The Committee shall establish and maintain a notional account for each Participant who is permitted by the Committee to receive an Employer Stock Contribution under Section 2.3.

3.2.1. Crediting of Amount to the Employer Stock Account. The amount of contribution provided for under Section 2.3 shall be credited to a Participant’s Employer Stock Account not later than 60 days after the amount of such contribution is determined. Hypothetical earnings, gains and losses, if any, on the balance standing to the credit of the Employer Stock Account shall be credited or debited to the Employer Stock Account as provided in Section 3.3.2.

3.2.2. Hypothetical Investment of the Employer Stock Account. The Committee may cause each Participant’s Employer Stock Account to be hypothetically invested in the common stock issued by the Company or shares of preferred stock issued by the Company convertible into such common stock, which shares shall constitute “qualifying employer securities” under section 407(d)(5) of ERISA, and sections 409(l) and 4975(e)(8) of the Code. If the Participant or Committee determines not to invest the Participant’s Employer Stock Account, the Employer Stock Account shall be assumed to be invested in such default investment, or at the interest rate at which PNC Bank or its successor, or such other bank as the Committee shall determine, is lending to its most credit-worthy customers less 2%; provided that in no event shall such rate exceed 8%, as the Committee determines it is sole and absolute discretion.

3.3. Establishment of the Employer Contribution Account. The Committee shall establish and maintain a notional account for each Participant who is permitted by the Committee to receive an Employer Contribution under Section 2.4.

3.3.1. Crediting of Amount to the Employer Contribution Account. The amount of contribution provided for under Section 2.4 shall be credited to a Participant’s Employer Contribution Account not later than 60 days after the amount of such contribution is determined. Hypothetical earnings, gains and losses, if any, on the balance standing to the credit of the Employer Contribution Account shall be credited or debited to the Employer Contribution Account as provided in Section 3.3.2.

3.3.2. Hypothetical Investment of the Employer Contribution Account. The Committee may cause each Participant’s Employer Contribution Account to be hypothetically invested in accordance with a written investment direction provided to the Committee by the Participant. A Participant may only direct that the Committee invest his or her Employer Contribution Account in any investment available under the 401(k) Plan at the time such direction is given. A Participant may change his or her investment direction at such times and on such terms and conditions as the Committee may determine, subject in all respects to the terms of the Company’s trading policy. A Participant’s Employer Contribution Account shall be credited or debited with all hypothetical earnings, gains, losses and ordinary expenses incurred through execution of his or her investment directions. If the Participant or Committee determines not to invest the Participant’s Employer Contribution Account, the Employer Contribution Account shall be assumed to be invested in such default investment, or at the

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interest rate at which PNC Bank or its successor, or such other bank as the Committee shall determine, is lending to its most credit-worthy customers less 2%; provided that in no event shall such rate exceed 8%, as the Committee determines it is sole and absolute discretion.

3.4. Function of Committee. Each Participant agrees that the Company and the Committee are in no way responsible for the investment results of the Participant’s notional Accounts, whether or not the Account is hypothetically invested in accordance with the Participant’s direction.

ARTICLE IV DISTRIBUTION OF BENEFITS

4.1. Accounts. Subject to Section 4.2 and 4.4, the Value of a Participant’s Accounts shall be distributed to a Participant in a lump sum within 90 days following the earlier of (i) the Participant’s termination of employment with the Sponsor and all of its Affiliates for any reason other than death, or (ii) a Change of Control. In addition, a Participant may receive a distribution of all or a portion of the Value of his or her vested Accounts while employed by the Company in accordance with Section 4.3.

4.2. Death. Upon a Participant’s death while employed by the Sponsor or an Affiliate, the Value of the Participant’s Accounts shall be distributed to his or her Beneficiary within 90 days following the date of the Participant’s death.

4.3. In-Service Distributions and Withdrawals from the Accounts. A Participant may receive a distribution of all or any portion of the Value of his or her Accounts in accordance with this Section 4.3.

4.3.1. Prospective Election. A Participant may withdraw all or any portion of the Value of the portion of his or her Accounts attributable to Grandfathered Amounts during a Plan Year, provided he or she has submitted an election form requesting the withdrawal to the Committee no later than the December 15 of the Plan Year preceding the year of intended withdrawal (the “Election Date”). The election form shall be irrevocable as of the applicable Election Date and, to be valid, must specify (i) the percentage of the portion of Participant’s Accounts attributable to Grandfathered Amounts he or she elects to withdraw, and (ii) the date the withdrawal shall be made, which shall in no event be earlier than March 1 of the Plan Year following the Election Date.

A Participant may elect to receive a distribution with respect to all or any portion of the Value of the portion of his or her Deferral Contribution Accounts attributable to non-Grandfathered Amounts in accordance with the Participant’s irrevocable in-service distribution election made at the time of the Participant’s deferral election under Section 2.2 on such terms and conditions as the Committee may require. With respect to in-service distribution elections made with respect to the portion of a Participant’s Account attributable to non-Grandfathered Amounts in accordance with the preceding sentence, a Participant may be permitted to file an amendment to defer further the receipt of the portion of his Account attributable to non-Grandfathered Amounts

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beyond the original in-service distribution elected by the Participant at the time of the Participant’s deferral election under Section 2.2; provided that such amendment (a) must provide for a payout under this Section at a date at least sixty (60) months after the payout date under the applicable in-service distribution election in force immediately prior to the filing of such an amendment, (b) must be filed with the Committee at least twelve (12) months prior to the date on which the first scheduled payment was to occur under the applicable election then in force and (c) may not take effect until at least twelve (12) months after the date on which the election is made. Any such election change with respect to an in-service distribution election applicable to the portion of a Participant’s Account attributable non-Grandfathered Amounts shall be made in accordance with the requirements of section 409A of the Code and the regulations thereunder and no subsequent election may result in an impermissible acceleration of payment as described in section 409A of the Code and the regulations thereunder.

If a Participant has elected an in-service distribution with respect to all or a portion of the portion of the Participant’s Accounts attributable to non-Grandfathered Amounts pursuant to this Section 4.3 and the Participant terminates employment with the Sponsor and all of its Affiliates for any reason other than death or a Change of Control occurs, in either case, prior to the occurrence of the in-service distribution date elected by the Participant, the Participant’s Accounts shall be distributed to the Participant in accordance with Section 4.1. If a Participant has elected an in-service distribution with respect to all or a portion of the portion of the Participant’s Accounts attributable to non-Grandfathered Amounts pursuant to this Section 4.3 and the Participant terminates employment with the Sponsor and all of its Affiliates for any reason other than death or a Change of Control occurs, in either case, after the occurrence of the in-service distribution date elected by the Participant but before the portion of the Participant’s Accounts subject to the applicable in-service distribution election has been fully paid to the Participant, the Participant’s Accounts shall be distributed to the Participant in accordance with the Participant’s in-service distribution election made pursuant to this Section 4.3.

4.3.2. Hardship Withdrawal. A Participant may withdraw all or any portion of the Value of his or her Accounts during a Plan Year by submitting a written request to the Committee, provided that the Committee determines that the Participant has incurred a Hardship and that the withdrawal is necessary to alleviate such Hardship. Subject to the requirements of section 409A of the Code with respect to non-Grandfathered Amounts, the Committee shall deem a distribution to be necessary to alleviate a Hardship if:

4.3.2.1. the distribution is not in excess of the amount of the Participant’s Hardship and a reasonable estimate of taxes on such amount; and

4.3.2.2. the Hardship may not be relieved through reimbursement by insurance or otherwise, by liquidation of the Participant’s assets (to the extent that such liquidation would not itself cause severe financial hardship) or by cessation of Deferral Contributions under the Plan.

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4.3.3. Penalty Withdrawal of Grandfathered Amounts. A Participant who is not eligible for a withdrawal pursuant to Section 4.3.1 or Section 4.3.2 may withdraw all or any portion of the Value of the portion of his or her Accounts attributable to Grandfathered Amounts at any time during the Plan Year by submitting an election form to the Committee. To receive a distribution pursuant to this Section 4.3.3, the Participant shall (i) irrevocably forfeit the portion from his or her Accounts attributable to Grandfathered Amounts an amount equal to 5% of the value of the requested distribution, and (ii) not be permitted to make Deferral Contributions to the Plan for a period of two years after the date of distribution.

4.3.4. Method of Withdrawals. A withdrawal pursuant to Section 4.3.1, Section 4.3.2 or Section 4.3.3 will be taken on a pro rata basis from the Accounts, unless the Participant requests a different manner and the Committee approves such a manner in its sole and absolute discretion.

4.4. Delay of Payment for Specified Employees. Notwithstanding any provision of this Plan to the contrary, if a Participant is a specified employee (within the meaning of section 409A of the Code) of the Company under section 409A at the time of his or her separation from service (within the meaning of section 409A of the Code) with the Sponsor and all Affiliates and if payment of any benefit under the Plan is required to be delayed for a period of six months after the Participant’s separation from service pursuant to section 409A, payment of such amount shall be delayed as required by section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Participant dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A shall be paid to the Participant’s Beneficiary within 90 days after the date of the Participant’s death.

4.5. Administration of In-Service Withdrawals. The portion of a Participant’s Accounts not distributed pursuant to Section 4.3 shall remain in the Plan, except for any amount forfeited under Section 4.3.3. Distributions shall be made as soon as administratively feasible after the Committee has reviewed and approved the request, but not later than the last day of the Plan Year in which such request is approved.

4.6 Special 409A Transition Election. In accordance with procedures and in a form established by the Committee, to the extent permitted under section 409A of the Code and the regulations issued thereunder, the Committee may permit a Participant to may make a one-time special election to change the date of distribution with respect to all or a portion of his Account attributable to non-Grandfathered Amounts on or before December 31, 2007 on such terms as shall be determined by the Committee; provided, however, that such one-time special election may not postpone a distribution that otherwise would be made in 2007 and may not accelerate a distribution otherwise scheduled for a later year into 2007.

ARTICLE V ADMINISTRATION

The Plan shall be administered by the Committee; provided, however, that any member of the Committee who is a Participant in the Plan shall be precluded from voting on any

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matter relating solely to his or her rights under the Plan. The Committee shall have the authority, responsibility and discretion to interpret and construe the Plan and to decide all questions arising thereunder, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof, and shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law.

ARTICLE VI AMENDMENT AND TERMINATION

6.1. Amendment. The Sponsor reserves the right, by action of its board of directors, to amend the Plan at any time, in any manner whatsoever; provided, however, that no such amendment shall operate to reduce the accrued benefit of any Participant, or that which his or her Beneficiary would receive in the event of his or her death.

6.2. Termination of the Plan. Continuance of the Plan is completely voluntary and is not assumed as a contractual obligation of the Sponsor or any other Company. The Sponsor and each other Company shall have the right at any time, prospectively, to discontinue the Plan as to its Eligible Employees; provided, however, that such termination shall not operate to reduce the accrued benefit of any Participant, or that which his or her Beneficiary would receive in the event of his or her death.

6.3. Limitation. Notwithstanding anything to the contrary contained herein, Sections 2.6, 4.1, 4.2, 6.1 and 6.2 shall become irrevocable upon a Change of Control.

ARTICLE VII MISCELLANEOUS

7.1. Claims Procedure. The Committee shall administer a claims procedure as follows:

7.1.1. Initial Claim. A Participant or Beneficiary who believes himself or herself entitled to benefits hereunder (the “Claimant”), or the Claimant’s authorized representative acting on behalf of such Claimant, must make a claim for those benefits by submitting a written notification of his or her claim of right to such benefits. Such notification must be on the form and in accordance with the procedures established by the Committee. Except for benefits paid pursuant to Section 4.2, no benefit shall be paid under the Plan until a proper claim for benefits has been submitted.

7.1.2. Procedure for Review. The Committee shall establish administrative processes and safeguards to ensure that all claims for benefits are reviewed in accordance with the Plan document and that, where appropriate, Plan provisions have been applied consistently to similarly situated Claimants. Any notification to a Claimant required hereunder may be provided in writing or by electronic media, provided that any electronic notification shall comply with the applicable standards imposed under DOL Reg. §2520.104b-1(c).

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7.1.3. Claim Denial Procedure. If a claim is wholly or partially denied, the Committee shall notify the Claimant within a reasonable period of time, but not later than 90 days after receipt of the claim, unless the Committee determines that special circumstances require an extension of time for processing the claim. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 180 days from receipt of the claim. The extension notice shall indicate: (i) the special circumstances necessitating the extension and (ii) the date by which the Committee expects to render a benefit determination. A benefit denial notice shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason or reasons for the denial, (ii) the specific reference to the Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, with reasons therefor, and (iv) the procedure for reviewing the denial of the claim and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a legal action under section 502(a) of ERISA following an adverse benefit determination on review.

7.1.4. Appeal Procedure. In the case of an adverse benefit determination, the Claimant or his or her representative shall have the opportunity to appeal to the Committee for review thereof by requesting such review in writing to the Committee within 60 days of receipt of notification of the denial. Failure to submit a proper application for appeal within such 60 day period will cause such claim to be permanently denied. The Claimant or his or her representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. A document, record or other information shall be deemed “relevant” to a claim in accordance with DOL Reg. §2560.503-1(m)(8). The Claimant or his or her representative shall also be provided the opportunity to submit written comments, documents, records and other information relating to the claim for benefits. The Committee shall review the appeal taking into account all comments, documents, records and other information submitted by the Claimant or his or her representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

7.1.5. Decision on Appeal. The Committee shall notify a Claimant of its decision on appeal within a reasonable period of time, but not later than 60 days after receipt of the Claimant’s request for review, unless the Committee determines that special circumstances require an extension of time for processing the appeal. If the Committee determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate: (i) the special circumstances necessitating the extension and (ii) the date by which the Committee expects to render a benefit determination. An adverse benefit decision on appeal shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason or reasons for the adverse determination, (ii) the specific reference to the Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free

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of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim (the relevance of a document, record or other information will be determined in accordance with DOL Reg. §2560.503-1(m)(8)) and (iv) a statement of the Claimant’s right to bring a legal action under section 502(a) of ERISA.

7.1.6. Litigation. In order to operate and administer the claims procedure in a timely and efficient manner, any Claimant whose appeal with respect to a claim for benefits has been denied, and who desires to commence a legal action with respect to such claim, must commence such action in a court of competent jurisdiction within 90 days of receipt of notification of such denial. Failure to file such action by the prescribed time will forever bar the commencement of such action.

7.2. Title to Assets. Title to and beneficial ownership of any assets, whether cash or investments, that the Company may set aside or earmark to meet its obligations hereunder, shall at all times remain in the Company; provided that the trustee shall hold legal title to any assets placed in a trust. No Participant or Beneficiary shall under any circumstances acquire any property interest in any specific assets set aside in trust by the Company. Any funds that may be invested under the provisions of the Plan shall continue for all purposes to be a part of the general funds of the Company and no person other than the Company shall by virtue of the provisions of the Plan have any interest in such funds. To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any other unsecured general creditor of the Company.

7.3. Non-alienation. The right of a Participant or any other person to the payment of any benefit hereunder shall not be assigned, transferred, pledged or encumbered.

7.4. Incapacity. If the Committee shall find that any person to whom any payment is due under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian or other legal representative) may be paid to the person deemed by the Committee to have responsibility for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge, to the extent of the payment, of the liabilities of the Plan, the Company, the Committee, and the trustee.

7.5. No Employment Contract. Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of the Company in any capacity.

7.6. Succession. The Plan and any related agreements shall be binding upon and inure to the benefit of the Company, and its successors and assigns, and the Participants and their heirs, executors, administrators and legal representatives.

7.7. Number. For purposes of the Plan, the singular shall include the plural, and vice versa.

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7.8. Governing Law. The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, except to the extent superseded by federal law.

7.9. Section 409A. The Plan is intended to comply with the applicable requirements of section 409A of the Code and its corresponding regulations and related guidance, and shall be administered in accordance with section 409A of the Code to the extent section 409A of the Code applies to the Plan. All payments to be made upon a termination of employment or service under the Plan may only be made upon a “separation from service” under section 409A of the Code. Notwithstanding anything in the Plan to the contrary, deferral elections and distributions from the Plan may only be made in a manner and upon an event permitted by section 409A of the Code. Except with respect to elections made in accordance with Article IV, in no event shall a Participant, directly or indirectly, designate the calendar year of payment.

IN WITNESS WHEREOF, Penn Virginia Corporation has caused its duly authorized officers to execute this amendment and restatement of the Plan as of the 24^th day of October, 2007.

		PENN VIRGINIA CORPORATION
Attest:	/s/ Jean M. Whitehead	By:	/s/ Nancy M. Snyder

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EX-10.2

Exhibit 10.2

PENN VIRGINIA CORPORATION

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2008

PENN VIRGINIA CORPORATION

NON-EMPLOYEE DIRECTORS

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

	Page
ARTICLE I PURPOSE AND EFFECTIVE DATE	1
1.1.        Purpose.	1
1.2.        Effective Date.	1
ARTICLE II DEFINITIONS	1
ARTICLE III ELIGIBILITY	4
3.1.        Eligibility.	4
3.2.        Participation and Deferral Agreements.	4
ARTICLE IV CONTRIBUTIONS	5
4.1.        Fee Deferrals.	5
4.2.        Share Grant Deferrals.	6
4.3.        Automatic Share Distribution Deferral.	6
ARTICLE V DETERMINATION OF ACCOUNTS	6
5.1.        Account Establishment.	6
5.2.        Deferrals.	6
5.3.        Earnings on Fee Deferrals and Share Distributions.	7
5.4.        Adjustments.	7
ARTICLE VI VESTING	7
6.1.        Fee Deferrals.	7
6.2.        DCSs.	7
6.3.        Share Distributions.	7
ARTICLE VII DISTRIBUTIONS	7
7.1.        Normal Distribution Date.	7
7.2.        Alternative Distribution Election.	7
7.3.        Hardship Withdrawals.	8
7.4.        Death Benefits.	8
7.5.        Form of Payment.	8
ARTICLE VIII NO FUNDING	9
ARTICLE IX ADMINISTRATION	9
9.1.        Administration.	9

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9.2.          Administrative Review.	9
9.3.          General.	9
ARTICLE X AMENDMENT, DISCONTINUANCE AND TERMINATION	10
ARTICLE XI MISCELLANEOUS	10
11.1.          No Rights to Board Membership.	10
11.2.          Rights of Participants to Benefits.	10
11.3.          No Assignment.	10
11.4.          Withholding.	10
11.5.          Account Statements.	10
11.6.          Number.	11
11.7.          Titles.	11
11.8.          Governing Law.	11
11.9.          Other Plans.	11
11.10.        Section 409A.	11

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PENN VIRGINIA CORPORATION

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN

ARTICLE I

PURPOSE AND EFFECTIVE DATE

1.1. Purpose. The Plan is intended to provide deferred compensation for non-employee directors of Penn Virginia Corporation. The Plan is an unfunded plan that does not cover any employees and thus is not subject to the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to qualify under section 401(a) of the Code. The Plan is intended to comply with section 409A of the Code and the regulations thereunder.

1.2. Effective Date. The Plan was originally effective April 15, 2004. The Plan as amended and restated herein is effective January 1, 2008.

ARTICLE II

DEFINITIONS

As used herein, the following terms shall have the following meanings:

2.1. “Account” means the bookkeeping reserve account established and maintained for each Participant pursuant to Article V solely to determine the amount payable to the Participant pursuant to Article VII and shall not constitute a separate fund of assets. Each such Account shall consist of such subaccounts as the Committee deems necessary or desirable for the administration of the Plan.

2.2. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

2.3. “Beneficiary” means the person(s), trust(s) or other entities the Participant designates, in accordance with procedures established by the Committee, to receive any benefits under the Plan after the death of the Participant. If the Participant has not designated a Beneficiary, or if no Beneficiary survives the Participant, the Participant’s rights related to Common Stock under the terms of the Directors’ Stock Compensation Plan and the aggregate amount of Fee Deferrals (and earnings thereupon) credited to the Participant’s Account shall pass by will or the laws of descent and distribution.

2.4. “Board” means the Board of Directors of the Company.

2.5. “Cessation of Service” means the removal of a Director from the Board pursuant to applicable provisions of the Company’s by-laws or the voluntary resignation by a

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Director of his or her membership on the Board. With respect to non-Grandfathered Amounts, the term “Cessation of Service” shall be interpreted in a manner consistent with the separation from service rules under section 409A of the Code.

2.6. “Code” means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

2.7. “Committee” means the Compensation and Benefits Committee of the Board or such other committee or subcommittee of the Board appointed by the Board to administer the Plan.

2.8. “Common Stock” means the common stock, par value $0.01 per share, of the Company and awarded under the Directors’ Stock Compensation Plan.

2.9. “Company” means Penn Virginia Corporation.

2.10. “Deferral Agreement” means the written agreement entered into between the Participant and the Company pursuant to Article III.

2.11. “Deferred Common Stock” or “DCS” means a notional entry that is entered in a Participant’s Account and that represents the right to Common Stock in accordance with the terms of the Directors’ Stock Compensation Plan.

2.12. “Directors’ Stock Compensation Plan” means the Penn Virginia Corporation Fifth Amended and Restated 1995 Directors’ Stock Compensation Plan, as amended from time to time.

2.13. “Fee” means base compensation for services as a Non-Employee Director and shall include (a) quarterly payments and meeting fees pursuant to Sections 5(ii) and 5(iii), respectively, of the Directors’ Stock Compensation Plan to the extent the director elects to receive such payments in cash and (b) any other additional cash compensation for services as a Non-Employee Director. Fees shall not include expense allowances or reimbursements.

2.14. “Fee Deferrals” means part or all of Fees, the receipt of which is deferred by the Participant pursuant to Section 4.1.

2.15. “Grandfathered Amounts” means the portion of a Participant’s Account attributable to amounts earned and vested for purposes of section 409A of the Code as of December 31, 2004, and any earnings attributable thereto (whenever credited).

2.16. “Non-Employee Director” means each director of the Company who is not an employee of the Company or any of the Company’s subsidiaries (as defined in section 425(f) of the Code).

2.17. “Normal Distribution Date” means January 1 of the calendar year following the calendar year of the earlier to occur of the Participant’s attainment of age 70 or Cessation of Service.

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2.18. “Participant” means an individual who is eligible to participate in the Plan pursuant to Article III and who has delivered an executed Deferral Agreement to the Committee in accordance with the provisions of Article III. Such individual shall remain a Participant in the Plan until such time as all benefits payable under the Plan have been paid in accordance with the provisions hereof or the Plan is terminated in accordance with Article X.

2.19. “Person” means a “person” (within the meaning of section 3(a)(9) of the Exchange Act, as modified, applied and used in sections 13(d) and 14(d) thereof); provided, however, a Person shall not include (a) the Company or any of its subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries (in its capacity as such), (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a company owned, directly or indirectly, by the shareholders of the Company in substantially the same character and proportions as their ownership of equity of the Company.

2.20. “Plan Year” means the calendar year.

2.21. “Share” means a share of Common Stock.

2.22. “Share Distribution” means distributions made with respect to any Share deferred under this Plan.

2.23. “Share Grant” means a grant of Shares under the Directors’ Stock Compensation Plan, which is subject to deferral hereunder and shall include (a) the annual grant of Shares pursuant to Section 5(i) of the Directors’ Stock Compensation Plan and (b) quarterly payments and meeting fees pursuant to Sections 5(ii) and 5(iii), respectively, of the Directors’ Stock Compensation Plan to the extent the director elects to receive such payments in Shares.

2.24. “Share Grant Deferrals” means part or all of the Share Grant payable under the Directors’ Stock Compensation Plan, the receipt of which is deferred by the Participant pursuant to Section 4.2.

2.25. “Tranche” means the amount of Fee Deferrals and Share Deferrals credited to a Participant’s Account during any one Plan Year.

2.26. “Valuation Date” means the business day used for purposes of valuing the Fee Deferrals and Share Grant Deferrals credited to a Participant’s Account prior to a distribution described in Article VII.

ARTICLE III

ELIGIBILITY

3.1. Eligibility. Each Non-Employee Director who is selected by the Committee shall be eligible to become a Participant by submitting a Deferral Agreement in accordance with Section 3.2. An eligible Director shall remain eligible to submit a Deferral Agreement until such time as the Committee affirmatively revokes such Director’s eligibility. Eligible Directors, whether their eligibility has been revoked or not, shall remain Participants in the Plan until such time as all benefits payable under the Plan have been paid in accordance with the provisions hereof or the Plan has been terminated in accordance with Article X.

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3.2. Participation and Deferral Agreements. To become a Participant and receive credit for Fee Deferrals and Share Grant Deferrals in such Participant’s Account, an eligible Non-Employee Director must deliver an executed Deferral Agreement in the form and manner prescribed by the Committee and in accordance with the restrictions described in this Section 3.2. A Director may separately elect to defer Share Grants and Fees.

(a) Newly Eligible Directors. Each Director who first becomes eligible to participate in the Plan after January 1 of a Plan Year may elect to participate in the Plan by delivering an executed Deferral Agreement to the Committee within thirty (30) days after the Committee notifies the Director of his or her eligibility to participate. Such Deferral Agreement shall be effective with regard to the Fees earned and Share Grants that are to be granted for periods beginning on the effective date of such Director’s Deferral Agreement.

(b) Previously Eligible Directors. Except as provided in Section 3.2(a) above, an eligible Director may make a deferral election with respect to a Plan Year by delivering an executed Deferral Agreement to the Committee on or before December 31 of the year immediately preceding the Plan Year to which such deferral election is to apply.

(c) Subsequent Elections. A Participant’s executed Deferral Agreement with respect to Fee Deferrals and Share Grant Deferrals shall be effective only with respect to the specific Plan Year to which such Deferral Agreement applies and shall not be effective for any subsequent Plan Year.

ARTICLE IV

CONTRIBUTIONS

4.1. Fee Deferrals.

(a) Pursuant to the Deferral Agreement, a Participant may defer the receipt of all or any portion of Fees payable by the Company to the Participant for services to be performed during a Plan Year. The Participant’s executed Deferral Agreement, delivered to the Committee in accordance with the provisions of Section 3.2, shall set forth an exact whole dollar amount or a whole percentage of Fees to be deferred. A Fee Deferral election with respect to any Plan Year is irrevocable once the applicable executed Deferral Agreement is delivered to the Committee. A Fee Deferral election shall be automatically revoked in the event the Director is permitted to take a distribution due to financial hardship. Such a Director shall not be eligible to make a new Fee Deferral election under the Plan.

(b) The amount of any Fees deferred with respect to any Plan Year shall reduce the amount of such Fees otherwise payable to the Participant as of the date such payment otherwise would have been made, and the amount of such reduction shall be allocated to the Participant’s Account effective as of the date the applicable Fees would otherwise have been payable.

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(c) In determining the percentage amount of any Fee Deferral, the Participant’s full Fee shall be considered without regard to any deferrals made under the Plan. In no event shall a Participant be permitted to make Fee Deferrals that exceed 100% of his or her Fees.

4.2. Share Grant Deferrals.

(a) A Participant may separately elect to defer the receipt of all or a portion of Share Grants under the Directors’ Stock Compensation Plan. The Participant’s executed Deferral Agreement, delivered to the Committee in accordance with the provisions of Section 3.2, shall set forth a whole number of Shares or percentage of the Share Grant to be deferred. A Share Grant Deferral election with respect to a Plan Year is irrevocable once the applicable executed Deferral Agreement is delivered to the Committee. A Share Grant Deferral election shall be automatically revoked in the event the Director is permitted to take a distribution due to financial hardship. Such a Director shall not be eligible to make a new Share Grant Deferral election under the Plan.

(b) The amount of any Share Grants deferred with respect to any Plan Year shall reduce the amount of such Share Grants otherwise due to the Participant as of the date such Share Grants otherwise would have been made, and the amount of such reduction shall be allocated to the Participant’s Account effective as of the date the applicable Share Grant would otherwise have been made.

(c) A Common Share shall be credited as a DCS to the Participant’s Account.

4.3. Automatic Share Distribution Deferral.

(a) If a Participant elects to defer the receipt of any Share Grants in accordance with Section 4.2, such Participant automatically shall be deemed to have elected to defer the receipt of each Share Distribution payable with respect to the underlying Share Grant deferred hereunder.

(b) Any Share Distribution deferred in accordance with this shall be credited to a Participant’s Account in the same manner as Fee Deferrals.

ARTICLE V

DETERMINATION OF ACCOUNTS

5.1. Account Establishment. The Committee shall establish an Account on behalf of each Participant. The establishment of an Account shall not require segregation of any funds of the Company or provide any Participant with any rights to any assets of the Company, except as a general creditor thereof. A Participant shall have no right to receive payment of any amount credited to the Participant’s Account except as expressly provided in Article VI of this Plan.

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5.2. Deferrals. Each Participant’s Account as of the Valuation Date shall consist of Fee Deferrals and DCSs credited to the Participant’s Account. Each Account shall consist of such subaccounts as the Committee deems necessary or desirable to determine the amounts payable by Tranche if different distribution elections apply with respect to such Tranches.

5.3. Earnings on Fee Deferrals and Share Distributions. The Fee Deferrals and Share Distributions portion of a Participant’s Account shall be credited with earnings quarterly, as if the balance of that portion of such Participant’s Account which represents Fee Deferrals and Share Distributions as of the first day of such quarter on the first day of each quarter has been invested at a rate equal to the prime rate as correctly published in the Wall Street Journal on the last business day of the immediately preceding quarter.

5.4. Adjustments. In the event of any distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off combination, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar transaction or event affecting the Common Stock, then the Committee shall, in such manner as it may deem equitable, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Directors’ Stock Compensation Plan, adjust any or all of (i) the amount and type of Common Stock (or other securities or property) with respect to which Share Grants may be granted, and (ii) the amount and type of Common Stock (or other securities or property) subject to outstanding Share Grants; provided, that the amount of Common Stock subject to any Share Grant shall always be a whole number.

ARTICLE VI

VESTING

6.1. Fee Deferrals. A Participant shall be one hundred percent (100%) vested at all times in the amounts of Fees elected to be deferred under the Plan and earnings credited thereon.

6.2. DCSs. A Participant shall be one hundred percent (100%) vested at all times in the DCSs credited to the Participant’s Account.

6.3. Share Distributions. Share Distributions paid with respect to any Share underlying a DCS will be 100% vested at all times.

ARTICLE VII

DISTRIBUTIONS

7.1. Normal Distribution Date. Unless the Participant has elected another available distribution date in his or her executed Deferral Agreement or the Participant dies prior to such date, the vested portion of a Participant’s Account shall be distributed to the Participant on the Participant’s Normal Distribution Date.

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7.2. Alternative Distribution Election. For each Plan Year, a Participant may elect to receive benefit distributions under the Plan on a date selected in the Participant’s Deferral Agreement for the applicable Plan Year. In no event shall the date selected be earlier than the first day of the calendar year beginning after the third anniversary of the filing of the applicable Deferral Agreement under Section 3.2. With respect to Grandfathered Amounts, a Participant may file an amendment to defer further the receipt of a Tranche (and earnings credited thereon) (or a portion of the Tranche) under this paragraph only three times, and each amendment must (a) provide for a payout under this Section at a date at least twenty-four (24) months after the payout date under the election in force for such Tranche immediately prior to the filing of such an amendment, and (b) be filed with the Committee by December 15 of the calendar year prior to the calendar year in which payment was to commence under the election then in force. With respect to non-Grandfathered Amounts, a Participant may file an amendment to defer further the receipt of a Tranche (and earnings credited thereon) (or a portion of the Tranche) under this paragraph only three times, and each amendment (a) must provide for a payout under this Section at a date at least sixty (60) months after the payout date under the election in force for such Tranche immediately prior to the filing of such an amendment, (b) must be filed with the Committee at least twelve (12) months prior to the date on which the first scheduled payment was to occur under the election then in force and (c) may not take effect until at least twelve (12) months after the date on which the election is made. Any such election change with respect to non-Grandfathered Amounts shall be made in accordance with the requirements of section 409A of the Code and the regulations thereunder and no subsequent election may result in an impermissible acceleration of payment as described in section 409A of the Code and the regulations thereunder.

7.3. Hardship Withdrawals. The Committee shall establish procedures under which a Participant may request a withdrawal of some or all of the Participant’s Account in the event of an unforeseeable severe financial emergency. In general, an unforeseeable severe financial emergency would include circumstances resulting from a sudden and unexpected illness or accident of the Participant or of the Participant’s spouse or dependent, uninsured loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant and for which the resulting financial hardship cannot be reasonably relieved through other sources of funds or by cessation of deferrals under this Plan. The Committee, in its sole and absolute discretion, shall determine whether any such financial emergency warrants a withdrawal from the Participant’s Account and shall determine the amount of such withdrawal so as to limit the withdrawal to that amount (including a reasonable amount for taxes) that is required to satisfy the emergency need. The Committee shall administer hardship withdrawals of non-Grandfathered Amounts in accordance with the provisions of section 409A(a)(2)(B)(ii) of the Code.

7.4. Death Benefits. Notwithstanding Sections 7.1 and 7.2, upon the death of a Participant, the Company shall pay to the Participant’s Beneficiary the vested portion of the Participant’s Account within ninety (90) days following the date of the Participant’s death.

7.5. Form of Payment.

(a) Fee Deferrals and Share Distributions. Fee Deferrals, Share Distributions and earnings credited thereon shall be paid in a cash lump sum.

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(b) Share Grant Deferrals. Share Grant Deferrals shall be paid in Shares from the Share reserve under the Directors’ Stock Compensation Plan.

7.6. Special 409A Transition Election. In accordance with procedures and in a form established by the Committee, to the extent permitted under section 409A of the Code and the regulations issued thereunder, a Participant may make a one-time special election to change the date of distribution with respect to all or a portion of his Account attributable to non-Grandfathered Amounts on or before December 31, 2007 on such terms as shall be determined by the Committee; provided, however, that such one-time special election may not postpone a distribution that otherwise would be made in 2007 and may not accelerate a distribution otherwise scheduled for a later year into 2007.

ARTICLE VIII

NO FUNDING

The obligations of the Company to distribute benefits under this Plan shall be interpreted solely as an unfunded, contractual obligation to distribute only those amounts credited to the Participant’s Account pursuant to Article V in the manner and under the conditions prescribed in Articles VI and VII. Any assets set aside, including any assets transferred to a grantor trust or purchased by the Company with respect to amounts payable under the Plan, shall be subject to the claims of the Company’s general creditors, and no person other than the Company shall, by virtue of the provisions of the Plan, have any interest in such assets. All amounts deferred pursuant to this Plan may, in the Committee’s discretion, be transferred to an irrevocable grantor trust as soon as practicable after such amounts are allocated to a Participant’s Account pursuant to Article IV.

ARTICLE IX

ADMINISTRATION

9.1. Administration. The Plan shall be administered by the Committee. The Committee shall have authority to act to the full extent of its absolute discretion to:

(a) interpret the Plan;

(b) resolve and determine all disputes, questions or claims arising under the Plan, including the power to determine the rights of Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan;

(c) create and revise rules and procedures for the administration of the Plan and prescribe such forms as may be required for Participants to make elections under, and otherwise participate in, the Plan; and

(d) take any other actions and make any other determinations as it may deem necessary and proper for the administration of the Plan.

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Any expenses incurred in the administration of the Plan shall be paid by the Company.

9.2. Administrative Review. Except as the Committee may otherwise determine, all decisions and determinations by the Committee shall be final and binding upon all Participants and Beneficiaries.

9.3. General. No member of the Committee shall participate in any matter involving any questions or decisions relating solely to his or her own participation or benefits under the Plan. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon the advice or opinion of any persons, firms or agents retained by it, including but not limited to accountants, actuaries, counsel and other specialists. Nothing in this Plan shall preclude the Company from indemnifying the members of the Committee for all actions under this Plan, or from purchasing liability insurance to protect such persons with respect to the Plan.

ARTICLE X

AMENDMENT, DISCONTINUANCE AND TERMINATION

Except as required by the rules of the principal securities exchange on which the Common Stock is traded, the Board or the Committee shall have the right to amend, modify, discontinue or terminate the Plan in any manner; provided, however, that no amendment, modification, discontinuance or termination shall adversely affect the rights of Participants to amounts credited to the Accounts maintained on their behalf before such amendment, modification, discontinuance or termination without the Participant’s consent. In the case of termination of the Plan, any amounts credited to the Account of a Participant may, in the sole discretion of the Committee, be distributed in full to such Participant as soon as reasonably practicable following such termination; provided that any such distribution shall be made in accordance with the applicable requirements of Treas. Reg. section 1.409A-3(j)(4)(ix).

ARTICLE XI

MISCELLANEOUS

11.1. No Rights to Board Membership. Nothing in the Plan shall confer on any Director any right to continue as a member of the Board of the Company or its subsidiaries or interfere in any way with the right of the Company, its subsidiaries and each of their equity holders to remove or not re-elect an individual from or to the Board.

11.2. Rights of Participants to Benefits. All rights of a Participant under the Plan to amounts credited to the Participant’s Account are mere unsecured contractual rights of the Participant (or his or her Beneficiary) against the Company.

11.3. No Assignment. No amounts credited to Accounts nor any rights or benefits under the Plan shall be subject in any way to voluntary or involuntary alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance, and any attempt to accomplish the same shall be void.

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11.4. Withholding. The Company shall have the right to deduct from any distribution made hereunder any taxes required by law to be withheld from a Participant with respect to such payment, and, shall have the right, in accordance with this Section and Section 11(c) of the Directors’ Stock Compensation Plan, to require that a portion of a Participant’s Account distribution (in cash, Common Stock or other property) be payable as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.

11.5. Account Statements. Periodically (as determined by the Committee), each Participant shall receive a statement indicating the amounts (and earnings thereupon, if applicable) credited to and payable from the Participant’s Account.

11.6. Number. The singular shall be read in the plural, and vice versa, whenever the context shall so require.

11.7. Titles. The titles to articles and sections in this Plan are placed herein for convenience of reference only, and the Plan is not to be construed by reference thereto.

11.8. Governing Law. The validity, construction and effect of the Plan and any rules or regulations relating to the Plan shall be determined in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principles.

11.9. Other Plans. Except as specifically provided herein, nothing in this Plan shall be construed to affect the rights of a Participant, a Participant’s Beneficiaries, or a Participant’s estate to receive any retirement or death benefit under any tax-qualified or nonqualified pension plan, deferred compensation agreement, insurance agreement or other retirement plan of the Company.

11.10. Section 409A. The Plan is intended to comply with the applicable requirements of section 409A of the Code and the regulations promulgated thereunder, and shall be administered in accordance with section 409A of the Code to the extent section 409A of the Code applies to the Plan. All payments to be made upon a termination of employment or service under the Plan shall only be made upon a “separation from service” under section 409A of the Code. Notwithstanding anything in the Plan to the contrary, deferral elections and distributions from the Plan shall only be made in a manner and upon an event permitted by section 409A of the Code. Except with respect to elections made in accordance with Article VII, in no event shall a Participant, directly or indirectly, designate the calendar year of payment.

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EX-10.3

Exhibit 10.3

PENN VIRGINIA CORPORATION

Fifth Amended and Restated 1995 Directors’ Compensation Plan

1. Purpose.

The purposes of the Plan are to attract and retain the services of experienced and knowledgeable directors and to encourage Non-employee Directors of Penn Virginia Corporation to acquire a proprietary and vested interest in the growth and performance of the Company, thus enhancing the value of the Company for the benefit of its shareholders.

2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Account” means the bookkeeping reserve account established and maintained for each Non-employee Director pursuant to Section 7(b) hereof solely to determine the amount of Deferred Common Stock Units payable to the Non-employee Director pursuant to Section 7 and shall not constitute a separate fund of assets. Each such Account shall consist of such subaccounts as the Committee deems necessary or desirable for the administration of the Plan.

(b) “Board” means the Board of Directors of the Company.

(c) “Cashless Exercise” means the manner of exercise of an Option described in Section 6(h).

(d) “Code” means the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

(e) “Common Stock” means the common stock, par value $0.01 per share, of the Company.

(f) “Committee” means the Compensation and Benefits Committee of the Board.

(g) “Company” means Penn Virginia Corporation.

(h) “Deferred Common Stock Unit” means a bookkeeping entry representing a single Share.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(j) “Fair Market Value” means with respect to the Common Stock on any given date the closing stock market price for a Share (as reported by the New York Stock Exchange, any other exchange on which the Shares are listed or any other recognized stock quotation service), or in the event that there shall be no closing stock price on such date, the closing stock price on the date nearest preceding such date.

(k) “Grant Date” means the date on which an Option is granted or a Share or Deferred Common Stock Unit is granted pursuant to Section 5 of the Plan.

(l) “Option” means any stock option granted under the Plan and described in Section 6 hereof. All Options shall be non-qualified options.

(m) “Option Agreement” means a written instrument evidencing an Option granted hereunder and signed by an authorized representative of the Company and the Optionee.

(n) “Non-employee Director” means each director of the Company who is not an employee of the Company or any of the Company’s subsidiaries (as defined in section 424(f) of the Code).

(o) “Optionee” means a Non-employee Director who receives an Option under the Plan.

(p) “Plan” means this Fifth Amended and Restated 1995 Directors’ Compensation Plan, as set forth herein and as amended from time to time.

(q) “Share Distribution” means any cash dividend or other distribution paid by the Company on account of the Shares.

(r) “Shares” means shares of Common Stock.

3. Administration.

Subject to the terms of the Plan, the Committee shall have the power to interpret the provisions and supervise the administration of the Plan. Except as the Committee may otherwise determine, all decisions and determinations by the Committee shall be final and binding upon all Non-employee Directors who participate in this Plan or their designated beneficiaries.

4. Shares Subject to the Plan.

Subject to adjustment as provided in Section 8, the total number of Shares which may be issued pursuant to the Plan shall be 1,200,000 Shares. Any Shares issued pursuant to the Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. Shares subject to Options that either wholly or in part expire or are forfeited or terminated shall be available for future issuance under the Plan.

5. Payment of Cash and Grant of Shares, Deferred Common Stock Units and Options.

Each Non-employee Director shall receive such compensation, consisting of such respective amounts of cash, Shares, Deferred Common Stock Units and Options, as the Board shall determine payable at such times as the Board shall determine. Each Non-employee Director may elect to receive any of his cash payments in Shares or Deferred Common Stock Units. Only whole Shares and Deferred Common Stock Units shall be issuable upon any such election, and any right to a fractional Share or fractional Deferred Common Stock Unit shall be satisfied in cash. Each Non-employee Director may elect to defer his receipt of cash or Shares payable hereunder in accordance with the terms and conditions of the Penn Virginia Corporation Non-Employee Directors Deferred Compensation Plan. Each grant shall contain such terms as the Board determines, and shall be construed and administered, such that the grant either (i) qualifies for an exemption from the requirements of section 409A of the Code, or (ii) satisfies such requirements.

6. General Terms Regarding Option Grants.

The following provisions shall apply to each Option:

(a) Option Price. The purchase price per Share purchasable under an Option shall be 100% of the Fair Market Value of a Share on the Grant Date.

(b) Restrictions on Transferability. An Option shall not be transferable prior to the date on which it becomes exercisable unless otherwise determined by the Board and specified in the Option Agreement. Thereafter, unless otherwise determined by the Board and specified in the Option Agreement, an Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution or (ii) to the spouse, children or grandchildren of the Optionee or a trust for the exclusive benefit of any such family member, provided, however, that no such family member shall be permitted to make any subsequent transfer of any such Options except back to the original Optionee

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and all Options transferred to any such family member shall remain subject to all terms and conditions set forth herein. During the lifetime of the Optionee, an Option shall be exercisable only by him or by any transferee to whom an Option was transferred in accordance with subsection (b)(ii). Upon the death of an Optionee or the transfer in accordance with subsection (b)(ii), the person to whom the rights shall have been transferred or passed by will or by the laws of descent and distribution may exercise any Options in accordance with the provisions of the Plan.

(c) Periods of Exercise of Options. Subject to Section 9, each Option shall become exercisable one year after the Grant Date and shall expire ten years after the Grant Date except as hereinafter provided:

(i) In the event an Optionee ceases to be a Non-employee Director for any reason, any Option then held by such Optionee which is not exercisable at the time of such cessation shall expire. An Option exercisable on the date of such cessation shall, except as otherwise provided in Subsection (c)(ii), be exercisable for the remainder of its term to the extent exercisable as of the date of such cessation.

(ii) In the event of the death of an Optionee, any Option granted to such Optionee, which has not expired pursuant to subsection (c)(i), shall remain exercisable for six months after the date of death. An Option exercisable after the date of death shall be exercisable only to the extent exercisable as of the date of death and in no event beyond the tenth anniversary of its Grant Date.

(d) Payment. Full payment for Shares purchased upon the exercise of an Option shall be made in cash or, at the election of the person exercising the Option and subject to the approval of the Board at the time of exercise, by surrendering, or by the Company’s withholding from Shares purchased, Shares with an aggregate Fair Market Value, on the date immediately preceding such exercise date, equal to all or any portion of the option price not paid in cash. Payment for Shares purchased upon the exercise of an Option may also be made pursuant to a Cashless Exercise.

(e) Issuance of Certificates; Evidence of Uncertificated Shares; Payment of Cash. Only whole Shares shall be issuable upon exercise of Options. Any right to a fractional Share shall be satisfied in cash. Upon receipt of payment of the option price and any withholding taxes payable pursuant to subsection (g), the Company shall deliver to the exercising Optionee a certificate for the number of whole Shares, or evidence of the ownership of uncertificated Shares, and a check for the Fair Market Value on the date of exercise of the fractional Share to which the person exercising the Option is entitled. The Company shall not be obligated to deliver any certificates for Shares, or any evidence of the ownership of uncertificated Shares, until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Company may deem applicable. The Company shall use its best efforts to effect such listing and compliance.

(f) Date and Notice of Exercise. Except with respect to Cashless Exercises, the date of exercise of an Option shall be the date on which written notice of exercise, addressed to the Company at its main office to the attention of its Secretary, is hand delivered, telecopied or mailed, first class postage prepaid; provided that the Company shall not be obliged to deliver any certificates for Shares or evidence of ownership of uncertificated Shares pursuant to the exercise of an Option until the Company shall have received payment in full of the option price for such Shares and any withholding taxes payable pursuant to subsection (g). Each such notice of exercise shall be irrevocable when given. Each notice of exercise must include a statement of preference as to the manner in which payment to the Company shall be made (Shares or cash, a combination of Shares and cash or by Cashless Exercise).

(g) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld by the Company upon the exercise of an Option shall be made, on or before the date such taxes must be withheld, in cash or, at the election of the person recognizing income upon exercise of the Option and subject to the approval of the Board, by surrendering, or by the Company’s withholding from Shares purchased, Shares with an aggregate Fair Market Value on the date immediately preceding the date the withholding taxes due are determined equal to all or any portion of the withholding taxes not paid in cash. Payment for such taxes may also be made pursuant to a Cashless Exercise.

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(h) Cashless Exercise. In addition to the methods of payment described in Sections 6(e) and 6(g), an Optionee may exercise and pay for Shares purchased upon the exercise of an Option through the use of a brokerage firm acceptable to the Company to make payment to the Company of the option price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to the Optionee from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt of such payment the Company shall deliver the Shares issuable under the Option exercised to such brokerage firm (a “Cashless Exercise”). Notwithstanding anything stated to the contrary herein, the date of exercise of a Cashless Exercise shall be the date on which the broker executes the sale of exercised Shares or, if no sale is made, the date the broker receives the exercise loan notice from the Optionee to pay the Company for the exercised Shares.

(i) Ownership. An Optionee shall have no rights as a shareholder of the Company with respect to any Shares covered by his Options until the date on which the Optionee is issued a stock certificate or evidence of ownership of uncertificated Shares for such Shares underlying the Options.

7. General Terms Regarding Grants of Deferred Common Stock Units.

The following provisions shall apply to each Deferred Common Stock Unit:

(a) Number of Deferred Common Stock Units Granted. The number of Deferred Common Stock Units, if any, awarded to a Non-employee Director during any year shall be that number equal to (x) the dollar worth of Deferred Common Stock Units awarded to such Non-employee Director during such year divided by (y) the Fair Market Value of the Common Stock on the Grant Date.

(b) Share Distributions. On each date on which the Company makes a Share Distribution, the Company will pay to each Non-employee Director that amount equal to (x) the amount of cash or other property paid in such Share Distribution times (y) the number of Deferred Common Stock Units in such Non-employee Director’s Account.

(c) Deferred Common Stock Unit Accounts.

(i) The Committee shall establish an Account on behalf of each Non-employee Director. The establishment of an Account shall not require segregation of any funds of the Company or provide any Non-employee Director with any rights to any assets of the Company, except as a general creditor thereof. A Non-employee Director shall have no right to receive payment of any amount credited to his Account except as expressly provided in Section 7(e).

(ii) Each Non-employee Director’s Account as of any Grant Date shall consist of Deferred Common Stock Units credited to the Non-employee Director’s Account.

(iii) Periodically (as determined by the Committee), each Non-employee Director shall receive a statement indicating the amounts credited to and payable from the Non-employee Director’s Account.

(d) Vesting. Each Non-employee Director shall be 100% vested at all times in the Deferred Common Stock Units credited to such Non-employee Director’s Account.

(e) Distributions. The Shares represented by Deferred Common Stock Units credited to each Non-employee Director’s Account shall be distributed to such Non-employee Director on the date on which such Non-employee Director incurs a separation from service from the Company within the meaning of section 409A of the Code and the regulations issued thereunder; provided that, upon the death of a Non-employee Director, such distributions shall be made to the beneficiary designated by such Non-employee Director or, if no such designation has been made, or if the beneficiary predeceases the Non-employee Director to the Non-employee Director’s estate, in either case within 90 days of the Non-employee Director’s death. Each Deferred Common Stock Unit shall be payable in one Share. In no even shall a Non-employee Director, directly or indirectly, designate the calendar year in which distribution is made.

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(f) Restrictions on Transferability. A Deferred Common Stock Unit shall not be transferable unless otherwise determined by the Board.

(g) Payment of Withholding Taxes. The Company shall have the right to deduct from any distribution made with respect to any Account any taxes required by law to be withheld from a Non-employee Director with respect to such payment, and, shall have the right, in accordance with this Section and Section 11(c), to require that a portion of a Non-employee Director’s Account distribution (in cash, Shares or other property) be payable as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.

8. Adjustments Upon Changes in Capitalization

In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights, or other similar corporate change or event, including a property distribution, sale of assets, spin-off or restructuring of the Company, the Committee shall make an appropriate adjustment in the aggregate number of Shares issuable under the Plan, the number of Shares subject to each then outstanding Option and the option price of each then outstanding Option and the number of Deferred Common Stock Units then outstanding.

9. Change of Control.

(a) Effect of Change of Control. Notwithstanding anything in the Plan to the contrary, (i), in the event of a Change of Control of the Company, the Options granted hereunder shall vest and become immediately exercisable and the Shares represented by Deferred Common Stock Units credited to each Non-employee Director’s Account shall be distributed upon the consummation of a Change of Control; (ii) in the event of a Change of Control of the Company as defined in Section 9(b)(iii), the Company may provide in any agreement with respect to such merger or consolidation that the surviving corporation shall grant options to the Optionees to acquire shares in such corporation with respect to which the excess of the fair market value of the share of such corporation immediately after the consummation of such merger or consolidation over the option price shall not be less than the excess of the Fair Market Value of the Shares over the Option price of Options, immediately prior to the consummation of such merger or consolidation; and (iii) in the event the Company does not survive as an independent publicly traded company and the Options are not replaced as provided in Subsection (a)(ii), the Options shall automatically terminate immediately following such Change of Control. Notwithstanding any provision of the Plan to the contrary, no Shares represented by Deferred Common Stock Units credited to a Non-employee Director’s Account shall be distributed upon a Change of Control of the Company unless the transaction constituting a Change of Control of the Company is a “change in control event” for purposes of section 409A of the Code and the applicable regulations thereunder.

(b) Definition. For purposes of the Plan, a “Change of Control of the Company” shall be deemed to have occurred if:

(i) any “person” or group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than a trustee of other fiduciary holding securities under an employee benefit plan of the Company or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes, after the effective date of the Plan, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of twelve consecutive months (not including any period prior to the effective date of the Plan), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in any of clauses (i), (iii) or (iv) of this Section 9(b)) whose election by the Board or whose nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason (other than retirement) to constitute at least a majority of the Board;

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(iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of those assets comprising at least 40% of the gross fair market value of all of the Company’s assets; provided that if the shareholders of the Company approve an agreement for the sale or disposition by the Company of its interests in Penn Virginia Resource Partners, L.P., and those interests comprise at least 40% of the gross fair market value of all of the Company’s assets, then any such sale or disposition in and of itself shall not constitute a Change of Control of the Company for purposes of the Plan.

10. Amendments and Termination.

The Board or Committee may amend, alter, or terminate the Plan, but no amendment, alteration, or termination shall be made (i) that would impair or adversely affect the rights of an Optionee under an Option theretofore granted or the rights of a holder of a Deferred Common Stock Unit theretofore awarded, without the Optionee’s or the holder’s consent, or (ii) without the approval of the shareholders if such approval is necessary to comply with any tax, stock exchange or regulatory requirement, or if the proposed alteration or amendment would increase the aggregate number of Shares that may be issued pursuant to the Plan (other than pursuant to Section 8 hereof).

11. General Provisions.

(a) Compliance with Regulations. All certificates for Shares issued and delivered under the Plan pursuant to a grant of Shares, pursuant to the exercise of any Option or pursuant to the award of any Deferred Common Stock Unit shall be subject to such stock transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The Company shall not be required to issue or deliver any Shares under the Plan prior to the completion of any registration or qualification of such Shares under any federal or state law, or under any ruling or regulation of any governmental body or national securities exchange, that the Board in its sole discretion shall deem to be necessary or appropriate.

(b) Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required by applicable law or the rules of any stock exchange on which the Common Stock is then listed; and such arrangements may be either generally applicable or applicable only in specific cases.

(c) Withholding of Taxes. Each Optionee and each holder of a Deferred Common Stock Unit shall pay to the Company, upon the Company’s request, all amounts necessary to satisfy the Company’s federal, state and local tax withholding obligations, if any, with respect to any grant or exercise of an Option, or award of or distribution made in connection with a Deferred Common Stock Unit, pursuant to this Plan.

(d) Conformity With Law. If any provision of the Plan is or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any grant under any law deemed applicable by the Board, such provision shall be construed or deemed amended in such jurisdiction to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

(e) Insufficient Shares. In the event there are insufficient Shares remaining to satisfy all of the Share or Option grants under Section 5 made on the same day, such grants shall be reduced pro-rata.

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(f) Governing Law. The validity, construction and effect of the Plan and any rules or regulations relating to the Plan shall be determined in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principles.

(g) No Right to Board Membership. Neither the Plan nor any Option or Deferred Common Stock Unit shall confer upon any Non-employee Director of the Company any right to continue as a member of the Board of the Company or its subsidiaries or interfere in anyway with the right of the Company, it subsidiaries and each of their equity holders to remove or not re-elect an individual from or to the Board.

12. Termination.

The Board shall have the right to terminate the Plan at any time. Upon termination of the Plan, all Options and Deferred Common Stock Units outstanding under the Plan shall continue pursuant to their respective terms.

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EX-10.4

Exhibit 10.4

PENN VIRGINIA CORPORATION

FIFTH AMENDED AND RESTATED 1995 DIRECTORS’ COMPENSATION PLAN

DEFERRED COMMON STOCK UNIT GRANT

This DEFERRED COMMON STOCK UNIT GRANT, dated as of                      (the “Date of Grant”), is delivered by Penn Virginia Corporation (the “Company”) to                      (the “Grantee”).

RECITALS

The Fifth Amended and Restated 1995 Directors’ Compensation Plan, as amended and restated effective January 1, 2008 (the “Plan”) provides for the grant of Deferred Common Stock Units (as defined in the Plan) in accordance with the terms and conditions of the Plan. The Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”) has decided to grant Deferred Common Stock Units to the Grantee as an inducement for the Grantee to promote the best interests of the Company and its shareholders. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan. A copy of the Plan is attached as Exhibit A hereto.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Grant of Deferred Common Stock Units. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants the Grantee                      Deferred Common Stock Units. The Company will establish an Account in the Grantee’s name that will be credited with the number of Deferred Common Stock Units granted hereunder.

2. Share Distributions.

On each date on which the Company makes a Share Distribution, the Company will pay to the Grantee that amount equal to (a) the amount of cash or other property paid in such Share Distribution multiplied by (b) the number of Deferred Common Stock Units granted hereunder.

3. Vesting and Non-transferability.

(a) The Grantee shall be fully vested at all times in the Deferred Common Stock Units granted hereunder.

(b) The Deferred Common Stock Units shall not be transferable unless otherwise determined by the Board.

4. Distribution of Deferred Common Stock Units. Deferred Common Stock Units credited to the Grantee’s Account will be distributed to the Grantee on the date on which the Grantee

ceases for any reason to be a member of the Board; provided that, upon the death of the Grantee, distribution shall be made to the beneficiary designated by such Grantee within 90 days of the Grantee’s death. If the Grantee fails to designate a beneficiary or the Grantee’s beneficiary predeceases the Grantee, distribution shall be made to the Grantee’s estate within 90 days of the Grantee’s death. Each Deferred Common Stock Unit shall be payable in one share of Common Stock of the Company.

5. Change of Control. The provisions of the Plan applicable to a Change of Control shall apply to the Deferred Common Stock Units, and upon the consummation of a Change of Control, the Shares represented by Deferred Common Stock Units credited to each Grantee’s Account shall be distributed to the Grantee.

6. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company, (d) compliance with section 409A of the Internal Revenue Code and the applicable regulations thereunder, and (e) other requirements of applicable law. The Committee shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to questions arising hereunder.

7. Withholding. The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the grant of the Deferred Common Stock Units or the delivery of Common Stock.

8. Requirements for Issuance or Transfer of Shares. No Common Stock shall be issued, transferred or delivered in connection with this Deferred Common Stock Unit Grant unless and until all legal requirements applicable to the issuance of such stock have been complied with to the satisfaction of the Board. The Board shall have the right to condition this grant or delivery of such stock on Grantee’s undertaking in writing to comply with such restrictions on the Grantee’s subsequent disposition of such shares of Common Stock as the Board shall deem necessary or advisable to comply with all applicable laws and regulations, and certificates representing such Shares may be legended to reflect any such restrictions. Certificates representing Shares of Common Stock issued, transferred or delivered hereunder will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon; provided, that in lieu of issuing a certificate, unrestricted Shares when issued may be uncertificated.

9. No Service or Other Rights. This grant shall not confer upon the Grantee any right to be retained as a director of the Company.

10. Assignment by Company. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

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11. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to the conflicts of laws provisions thereof.

12. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of General Counsel at Three Radnor Corporate Center, Suite 300, Radnor, PA 19087 and any notice to the Grantee shall be addressed to such Grantee at the current address known by the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.

Penn Virginia Corporation
By:
	Nancy M. Snyder
	Executive Vice President, General Counsel and Corporate Secretary

I hereby accept the grant of Deferred Common Stock Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement.

Grantee

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EX-10.5

Exhibit 10.5

PENN VIRGINIA CORPORATION

FOURTH AMENDED AND RESTATED 1999 EMPLOYEE STOCK INCENTIVE PLAN

1. Purpose of the Plan

The purpose of the Plan is to foster and promote the long-term success of the Company and increase shareholder value by: (a) motivating superior performance by providing to the Company’s employees long-term incentives and rewards for making major contributions to the Company’s success; (b) strengthening the Company’s ability to retain key employees and to attract and retain outside talent by providing incentive compensation opportunities competitive with other companies similar to the Company; and (c) enabling employees to participate in the long-term growth and financial success of the Company.

2. Definitions

(a) “Beneficiary” means the beneficiary chosen by the Optionee who is eligible to receive benefits under Section 8(b).

(b) “Board” means the board of directors of the Parent Company.

(c) “Cashless Exercise” means the manner of exercise of an Option described in Section 8(h).

(d) “Cause” means (i) with respect to an Optionee or Participant who has an employment or change of control severance agreement with the Company, “cause” as defined in such agreement or (ii) with respect to an Optionee or Participant who does not have an employment or change of control agreement with the Company, conduct on the part of an Optionee or Participant that involves (A) willful failure to perform the Participant’s or Optionee’s duties or (B) engaging in serious misconduct injurious to the Company.

(e) “Change of Control” means the occurrence of any of the events described in Section 14.

(f) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(g) “Committee” means the committee described in Section 5.

(h) “Company” means Penn Virginia Corporation and each of its Subsidiary Companies and any successor corporation.

(i) “Date of Grant” means the date on which an Option or a Restricted Stock Award is granted.

(j) “Deferred Shares Account” means the account described in Section 8(d).

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Option” means any stock option granted under the Plan and described in Section 3(a).

(m) “Optionee” means a person to whom an Option has been granted under the Plan, which Option has not been exercised and has not expired, terminated or been forfeited.

(n) “Parent Company” means Penn Virginia Corporation, a Virginia corporation.

(o) “Participant” means a person to whom a Restricted Stock Award has been granted under the Plan the Restriction Period of which has not expired.

(p) “Plan” means this Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan, as set forth herein and as amended from time to time.

(q) “Restricted Stock Award” means any award of Shares granted under the Plan and described in Section 3(b).

(r) “Restricted Stock” means Shares granted pursuant to a Restricted Stock Award.

(s) “Restriction Period” means the period of time commencing with the Date of Grant during which restrictions shall apply to the Shares subject to a Restricted Stock Award.

(t) “Retirement” means the voluntary termination by an Optionee or a Participant of his employment with the Company after such Optionee or Participant has (i) reached the age of 62 and (ii) provided at least ten consecutive Years of Service.

(u) “Shares” means shares of common stock of the Parent Company.

(v) “Subsidiary Companies” means all corporations that at any relevant time are subsidiary corporations of the Parent Company within the meaning of section 424(f) of the Code.

(w) “Tax Date” has the meaning specified in Section 8(g).

(x) “Value” on any date means the closing stock price for a Share on the principal national securities exchange on which the Shares are listed on such date (or if such securities exchange shall not be open for the trading of securities on such date, the last previous day on which such exchange was so open) or, if there is no closing price on such date, the closing stock price on the date nearest preceding such date.

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(y) “Vesting Period” means the period of time commencing with the Date of Grant during which the Option is not yet exercisable.

(z) “Year of Service” means any calendar year in which an employee of the Company is paid or entitled to be paid for 1,000 hours of service.

3. Rights To Be Granted

The following rights may be granted under the Plan:

(a) Options, which give the Optionee the right for a specified time period, to purchase a specified number of Shares for a price equal to the Value of such Shares on the Date of Grant subject to forfeiture under certain circumstances upon termination of employment during a Vesting Period applicable to the Options; and

(b) Restricted Stock Awards, which give the Participant, without payment, a specified number of Shares subject to forfeiture under certain circumstances upon termination of employment during a Restriction Period applicable to the Shares.

4. Stock Subject to Plan

Subject to Section 13, not more than 5,200,000 Shares in the aggregate may be issued pursuant to the Plan and of the foregoing 5,200,000 Shares, no more than 200,000 Shares in the aggregate may be issued as Restricted Stock Awards. For purposes of determining the number of Shares issued under the Plan, no Shares shall be deemed issued until they are actually delivered to a Participant, Optionee or any other person in accordance with Section 8(b). Shares covered by Options or Restricted Stock Awards that either wholly or in part expire or are forfeited or terminated shall be available for future issuance under the Plan. Further, any Shares tendered to or withheld by the Company in connection with the exercise of Options, or the payment of tax withholding on any Option or Restricted Stock Award, shall not be available for future issuance under the Plan.

5. Administration of Plan

(a) The Plan shall be administered by the Committee, which shall be composed of three directors of the Parent Company appointed by the Board who are “non-employee directors” as defined under rules promulgated under Section 16(b) of the Exchange Act. Except as the Committee may otherwise determine, all decisions and determinations by the Committee shall be final and binding upon all Optionees and Participants and their respective designated beneficiaries.

(b) The Committee may delegate, to a person designated from time to time by the Committee as the Plan Administrator, the right to approve or exercise any discretion given to the Committee pursuant to Sections 8(c), 8(g) and 9(e).

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6. Grant of Rights

Subject to Section 7, the Committee or the Board may grant Options and Restricted Stock Awards to eligible employees of the Company as described in Section 7.

7. Eligibility

(a) Options may be granted to any employee of the Company.

(b) Restricted Stock Awards may be granted only to key employees of the Company, who are designated as such by the Committee or the Board.

8. Option Agreements and Terms

All Options shall be granted prior to January 1, 2014 and be evidenced by option agreements executed on behalf of the Parent Company and by the respective Optionees. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Option Price. The option price per Share of any Option granted to an Optionee shall be equal to the Value of the Share on the Date of Grant.

(b) Restrictions on Transferability. An Option shall not be transferable prior to the termination of the Vesting Period with respect thereto unless otherwise determined by the Committee and specified in the option agreement. Thereafter, unless otherwise determined by the Committee and specified in the option agreement, an Option shall not be transferable otherwise than (i) by will or the laws of descent and distribution or (ii) to the spouse, children or grandchildren of the Optionee or a trust for the exclusive benefit of any such family member, provided, however, that no such family member shall be permitted to make any subsequent transfer of any such Options except back to the original Optionee and all Options transferred to any such family member shall remain subject to all terms and conditions set forth herein. During the lifetime of the Optionee, an Option shall be exercisable only by him or by any transferee to whom an Option was transferred in accordance with subsection (b)(ii). Upon the death of an Optionee or the transfer in accordance with subsection (b)(ii), the person to whom the rights shall have been transferred or passed by will or by the laws of descent and distribution may exercise any Options only in accordance with the provisions of Section 8(f); provided, that, notwithstanding the foregoing, an Optionee may designate in writing on a form provided by the Company a Beneficiary who may exercise any Options in accordance with Section 8(f).

(c) Payment. Full payment for Shares purchased upon the exercise of an Option shall be made in cash or, at the election of the person exercising the Option and subject to the approval of the Committee at the time of exercise, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate Value, on the date immediately preceding such exercise date, equal to all or any portion of the option price not paid in cash. With the consent of the Committee, payment for

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Shares purchased upon the exercise of an Option may be made in whole or in part by Restricted Stock (based on the fair market value of the Restricted Stock on the date the Option is exercised as determined by the Committee). In such case, the Shares to which the Option relates shall be subject to the same forfeiture restrictions existing on the Restricted Stock exchanged thereof. Payment for Shares purchased upon the exercise of an Option may also be made pursuant to a Cashless Exercise.

(d) Issuance of Certificates; Evidence of Uncertificated Shares; Payment of Cash. Only whole Shares shall be issuable upon exercise of Options. Any right to a fractional Share shall be satisfied in cash. Upon receipt of payment of the option price and any withholding taxes payable pursuant to subsection (g), the Parent Company shall deliver to the exercising Optionee a certificate for the number of whole Shares, or evidence of the ownership of the number of whole Shares, and a check for the Value on the date of exercise of the fractional Share to which the person exercising the Option is entitled or, if such Optionee has made a deferral election pursuant to Section 12, Shares subject to such election shall be delivered to the Deferred Shares Account, which shall be maintained for such purpose by the Parent Company or an administrator appointed by the Parent Company. The Parent Company shall not be obligated to deliver any certificates for Shares, or any evidence of the ownership of uncertificated Shares, until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Parent Company may deem applicable. The Parent Company shall use its best efforts to effect such listing and compliance.

(e) Periods of Exercise of Options. An Option shall be exercisable in whole or in part at such time as may be determined by the Committee and stated in the option agreement; provided that no Option shall be exercisable before one year from the Date of Grant except as otherwise determined by the Committee or as provided in clauses (iii) and (iv) below and Section 14 and that no Option shall be exercisable after ten years from the Date of Grant:

(i) In the event an Optionee ceases to be an employee of the Company for any reason other than death, disability (as determined by the Committee), Retirement or termination for Cause (A) any Option held by such Optionee the Vesting Period with respect to which has not terminated shall expire and (B) any Option held by such Optionee the Vesting Period with respect to which has terminated shall be exercisable until the earlier of that date which is (A) 90 days after the date on which the Optionee’s employment ceased or (B) the ten year anniversary of the Date of Grant. An Option exercisable on the date of such cessation shall be exercisable for the remainder of its term to the extent exercisable as of the date of such cessation.

(ii) In the event an Optionee’s employment with the Company terminates for Cause, any unexercised Options held by such Optionee shall expire on the earlier of the date of employment termination or notice of such termination.

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(iii) In the event an Optionee ceases to be an employee of the Company by reason of his death or disability, any Option granted to such Optionee shall immediately become exercisable and shall remain exercisable until the earlier of that date which is (A) one year after the date of death or disability or (B) the ten year anniversary of the Date of Grant.

(iv) In the event an Optionee ceases to be an employee of the Company by reason of his Retirement, any Option granted to such Optionee shall immediately become exercisable and shall remain exercisable until the ten year anniversary of the Date of Grant.

(f) Date and Notice of Exercise. Except with respect to Cashless Exercises, the date of exercise of an Option shall be the date on which written notice of exercise, addressed to the Parent Company at its main office to the attention of its Secretary, is hand delivered, telecopied or mailed, first class postage prepaid; provided that the Parent Company shall not be obliged to deliver any certificates for Shares, or any evidence of the ownership of uncertificated Shares, pursuant to the exercise of an Option until the Company shall have received payment in full of the option price for such Shares and any withholding taxes payable pursuant to subsection (g). Each such notice of exercise shall be irrevocable when given. Each notice of exercise must include a statement of preference as to the manner in which payment to the Parent Company shall be made (Shares or cash, a combination of Shares and cash or by Cashless Exercise).

(g) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld by the Parent Company upon the exercise of an Option shall be made, on or before the date such taxes must be withheld, in cash or, at the election of the person recognizing income upon exercise of the Option and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate Value on the date immediately preceding the date the withholding taxes due are determined (the “Tax Date”) equal to all or any portion of the withholding taxes not paid in cash. Payment for such taxes may also be made pursuant to a Cashless Exercise.

(h) Cashless Exercise. In addition to the methods of payment described in Sections 8(c) and 8(g), an Optionee may exercise and pay for Shares purchased upon the exercise of an Option through the use of a brokerage firm acceptable to the Parent Company to make payment to the Company of the option price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to the Optionee from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt of such payment the Company shall deliver the Shares issuable under the Option exercised to such brokerage firm (a “Cashless Exercise”). Notwithstanding anything stated to the contrary herein, the date of exercise of a Cashless Exercise shall be the date on which the broker executes the sale of exercised Shares or, if no sale is made, the date the broker receives the exercise loan notice from the Optionee to pay the Company for the exercised Shares.

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9. Restricted Stock Award Agreements and Terms

Restricted Stock Awards shall be granted prior to January 1, 2014, subject to the limit set forth in Section 4 and shall be evidenced by restricted stock award agreements executed on behalf of the Parent Company and by the respective Participants. The terms of each such agreement shall be determined from time to time by the Committee, consistent, however, with the following:

(a) Restrictions on Transferability. During the Restriction Period, neither a Restricted Stock Award nor any interest therein shall be transferable otherwise than by will or the laws of descent and distribution. Upon the death of a Participant, the person to whom the rights shall have passed shall become entitled to the restricted Shares only in accordance with subsection (d).

(b) Issuance of Certificates; Evidence of Uncertificated Shares. Upon receipt from a Participant of a fully executed restricted stock award agreement and a stock power relating to the Shares issuable thereunder executed in blank by the Participant, the Parent Company shall issue to such Participant the Shares subject to the Restricted Stock Award. The certificates representing such Shares shall be registered in such Participant’s name, with such legend thereon as the Committee shall deem appropriate. The Parent Company shall retain the certificates for such Shares pending the termination of the Restriction Period or forfeiture thereof. Upon termination of the Restriction Period of any such Shares, the Parent Company shall deliver to the Participant the certificates for such Shares or, if such Shares are uncertificated, evidence of the ownership of such uncertificated Shares. The Parent Company shall not be obligated to deliver any certificates for Shares, or any evidence of the ownership of uncertificated Shares, until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Parent Company may deem applicable. The Parent Company shall use its best efforts to effect such listing and compliance.

(c) Restriction Period. The Restriction Period for Restricted Stock Awards granted to a Participant shall be determined by the Committee and specified in the restricted stock award agreement, provided that no Restriction Period shall terminate less than one year or greater than five years from the Date of Grant except pursuant to subsection (d). Notwithstanding the foregoing, only whole Shares shall be issuable with respect to Restricted Stock Awards. In the event a Participant shall become entitled to a fractional Share, such fractional Share shall not be issuable unless and until the Participant becomes entitled to such number of fractional shares as shall be equal in sum to a whole Share.

(d) Forfeiture of Shares; Vesting on Disability, Death or Retirement.

(i) In the event a Participant ceases to be an employee of the Company for any reason other than his death, disability or Retirement, any Shares subject to such Participant’s Restricted Stock Award the Restriction Period with respect to which has not terminated shall automatically be forfeited by the Participant and revert to and become the property of the Company.

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(ii) Except as shall have otherwise been determined by the Committee and specified in the restricted stock award agreement, in the event a Participant ceases to be an employee of the Company by reason of his death, disability or Retirement, the Restriction Period with respect to any Shares subject to such Participant’s Restricted Stock Award which has not terminated shall automatically terminate effective on the date of death, disability or Retirement.

(e) Payment of Withholding Taxes. Full payment for the amount of any taxes required by law to be withheld in connection with a Restricted Stock Award shall be made, on or before the date such taxes must be withheld, in cash or, at the written election of the Participant and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares subject to such Restricted Stock Award Shares with an aggregate Value on the Tax Date equal to all or any portion of the withholding taxes not paid in cash.

10. Termination of Employment

For the purposes of the Plan, a transfer of an employee between two employers, each of which is a Company, shall not be deemed a termination of employment.

11. Rights as Shareholders

(a) An Optionee shall have no rights as a Shareholder of the Parent Company with respect to any Shares covered by his Options until the date on which the Optionee is issued a stock certificate or evidence of ownership of uncertificated Shares for such Shares underlying the Options.

(b) Except as shall have been determined by the Committee and specified in the restricted stock award agreement, pending forfeiture of Shares subject to a Restricted Stock Award, the Participant thereunder shall have all of the rights of a holder of such Shares including without limitation the right to receive such dividends as may be declared from time to time and to vote such Shares (in person or by proxy).

12. Deferrals

The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to the Participant in connection with any grant made under the Plan. The Committee shall establish rules and procedures for any such deferrals, consistent with applicable requirements of section 409A of the Code.

13. Adjustments Upon Changes in Capitalization

In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights, or other similar corporate change, the Committee shall

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make an appropriate adjustment in the aggregate number of Shares issuable under the Plan, the number of Shares subject to each then outstanding Option, the option price of each then outstanding Option and the number of Restricted Stock Awards then outstanding.

14. Change of Control

(a) A Change of Control shall be deemed to have occurred upon the occurrence of any of the following events:

(i) any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Parent Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent Company representing 25% or more of the combined voting power of the Parent Company’s then outstanding securities;

(ii) during any period of two consecutive years (not including any period prior to the effective date of this Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Parent Company to effect a transaction described in any of clauses (i), (iii) or (v) of this Change of Control definition and excluding any individual whose initial assumption of office occurs as a result of either (A) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act), or (B) an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Parent Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason (other than Retirement) to constitute at least a majority of the Board;

(iii) the consummation of a merger or consolidation of the Parent Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Parent Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Parent Company (or such surviving entity or parent entity, as the case may be) outstanding immediately after such merger or consolidation;

(iv) the shareholders of the Parent Company approve a plan of complete liquidation of the Parent Company; or

(v) the shareholders of the Parent Company approve an agreement for the sale or disposition by the Parent Company of all or substantially all of the

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assets of the Parent Company, it being acknowledged for purposes of clarity that the sale or disposition by the Parent Company of all or substantially all of its interest in Penn Virginia Resource GP, LLC or Penn Virginia Resource Partners, L.P. shall not constitute a sale or disposition of all or substantially all of the assets of the Parent Company.

(b) Upon the occurrence of a Change in Control or such period prior thereto as shall be established by the Committee, (i) Options and Restricted Stock Awards shall automatically vest and (ii) Options shall become 100% exercisable and shall remain exercisable for the lesser of three years or the term thereof. In this regard, all Restriction Periods and Vesting Periods shall terminate.

15. Plan Not to Affect Employment

Neither the Plan nor any Option or Restricted Stock Award shall confer upon any employee of the Company any right to continue in the employment of the Company.

16. Interpretation

The Committee shall have the power to interpret the Plan and to make and amend rules for putting it into effect and administering it. It is intended that the Restricted Stock Awards shall constitute property subject to federal income tax pursuant to the provisions of Section 83 of the Code and that the Plan shall qualify for the exemption available under Rule 16b-3 (or any similar rule) of the Exchange Act. The provisions of the Plan shall be interpreted and applied insofar as possible to carry out such intent.

17. Amendments

The Plan, any Option and the related option agreement and any Restricted Stock Award and the related restricted stock award agreement may be amended by the Board or the Committee, but any amendment that would require approval of the shareholders of the Parent Company shall require the approval of the holders of such portion of the shares of the capital stock of the Parent Company present and entitled to vote on such amendment as is required by applicable law and the terms of the Parent Company’s capital stock to make the amendment effective. Notwithstanding the foregoing, no amendment shall be made which would disqualify any member of the Committee from being a “non-employee director” as defined herein. No outstanding Option shall be adversely affected by any such amendment without the written consent of the Optionee or other person then entitled to exercise such Option. No Restricted Stock Award shall be adversely affected by any such amendment without the written consent of the Participant or other person then entitled to receive the Shares subject to such Restricted Stock Award.

18. Securities Laws

The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate to comply with the then-existing requirements of Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission.

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19. Governing Law

The validity, construction and effect of the Plan and any rules or regulations relating to the Plan shall be determined in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principles.

20. Effective Date and Term of Plan

The Plan became effective on May 4, 1999 and shall expire on December 31, 2013 unless sooner terminated by the Board.

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EX-10.6

Exhibit 10.6

PENN VIRGINIA CORPORATION

FOURTH AMENDED AND RESTATED

1999 EMPLOYEE STOCK INCENTIVE PLAN

NON-QUALIFIED OPTION AGREEMENT

This is a Non-Qualified Option Agreement (“Agreement”) between Penn Virginia Corporation (“Parent Company”) and _____ (“Optionee”).

1. Definitions

(a) “Cause” means conduct on the part of the Optionee that involves (i) willful failure to perform the Optionee’s duties, (ii) engaging in serious misconduct injurious to the Company or (iii) “cause” as such term is defined in the Optionee’s employment agreement, if any, with the Company.

(b) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(c) “Committee” means the Committee described in Section 5 of the Plan.

(d) “Company” means the Parent Company and each of its Subsidiary Companies.

(e) “Date of Exercise” means the date on which the notice required by Section 6 below is hand delivered, telecopied or mailed, first class postage prepaid.

(f) “Date of Grant” means _____, the date on which the Committee awarded the Option pursuant to the Plan and this Agreement.

(g) “Option” means the non-qualified stock option granted hereunder.

(h) “Option Price” means $_____ per Share, the Value of the Shares on the Date of Grant.

(i) “Plan” means the Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan, the terms of which are incorporated herein by reference.

(j) “Retirement” means the voluntary termination by the Optionee of his employment with the Company after the Optionee has (i) reached the age of 62 and (ii) provided at lease ten consecutive Years of Service.

(k) “Securities Laws” means the Securities Act of 1933, as amended, or any state securities laws.

(l) “Shares” means _____ shares of common stock, par value $0.01 per share, of the Parent Company subject to the Option granted hereunder.

(m) “Subsidiary Companies” means all corporations which, on the Date of Grant, are subsidiary corporations of the Parent Company within the meaning of section 424(f) of the Code.

(n) “Termination Date” means the day ten years after the Date of Grant except as follows:

(i) if the Optionee ceases to be an employee of the Company for any reason other than death, disability (as determined by the Committee), Retirement or termination for Cause, Termination Date means the 90th day after the date on which the Optionee’s employment ceased;

(ii) if the Optionee ceases to be an employee of the Company by reason of his death or disability, Termination Date means the day one year after the date of death or disability;

(iii) if the Optionee ceases to be an employee of the Company by reason of his Retirement, Termination Date means the day ten years after the Date of Grant; and

(iv) if the Optionee’s employment terminates for Cause, the Termination Date means the earlier of the date of employment termination or notice of such termination.

(o) “Value” on a date means the closing price for a share on the principal national securities exchange on which the Shares are listed on such date (or if such securities exchange shall not be open for the trading of securities on such date, the last previous day on which such exchange was open) or, if there is no closing price on such date, the closing stock price on the date nearest preceding such date or such other generally recognized price quotation source as the Committee shall select.

(p) “Vesting Period” means the following: (i) the period commencing on the Date of Grant and ending on _____ with respect to one-third of the Shares; (ii) the period commencing on the Date of Grant and ending on _____ with respect to an additional one-third of the Shares; and (iii) the period commencing on the Date of Grant and ending on _____ with respect to the remaining one-third of the Shares.

(q) “Year of Service” means any calendar year in which the Optionee is paid or entitled to be paid for 1,000 hours of service.

2. Grant of Option

The Committee hereby grants to Optionee the option to purchase any or all of the Shares, on such terms and conditions as are set forth herein and in the Plan.

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3. Payment for Shares

Full payment for Shares purchased upon the exercise of the Option shall be made in cash, or at the election of the Optionee and subject to the approval of the Committee, by surrendering or by the Parent Company’s withholding from Shares purchased, shares of the Parent Company common stock, par value $0.01 per share, with an aggregate Value, determined in the manner described in Section 1(o) above, equal to all or any portion of the aggregate Option Price not paid in cash. In addition, Optionee may exercise and pay for shares purchased upon the exercise of the Option through the use of a brokerage firm to make payment to the Company of the Option Price and any taxes required by law to be withheld upon exercise of the Option either from the proceeds of a loan to the Optionee from the brokerage firm or from the proceeds of the sale of Shares issued pursuant to the exercise of the Option, and upon receipt of such payment the Company shall deliver the Shares issuable under the Option exercised to such brokerage firm (a “Cashless Exercise”). Notwithstanding anything stated to the contrary herein, the date of exercise of a Cashless Exercise shall be the date on which the broker executes the sale of exercised Shares or, if no sale is made, the date the broker receives the exercise loan notice from the Optionee to pay the Company for the exercised Shares.

4. Period of Exercise

The Option may not be exercised prior to the first business day after the date on which the Vesting Period terminates; thereafter, the Option shall remain exercisable until the Termination Date. On the Termination Date, the right to exercise the Option shall terminate absolutely.

5. Nontransferability of Option

The Option may not be transferred by the Optionee prior to the termination of the Vesting Period. Thereafter, the Option may not be transferred otherwise than (a) by will or the laws of descent and distribution or (b) to the spouse, children or grandchildren of the Optionee or a trust for the exclusive benefit of any such family member, provided, however, that no such trust or family member shall be permitted to make any subsequent transfer of any such Options except back to the Optionee and the Option transferred to any such trust or family member shall remain subject to all terms and conditions of this Agreement and the Plan. The Option may not be exercised other than by the Optionee in case of his death, by the person to whom the rights of the Optionee shall have passed by will or the laws of descent and distribution or, in the case of a transfer described in subsection (b) above, by the trust or family member described therein.

6. Manner of Exercise

The Option shall be exercised by giving written notice of exercise to the Parent Company at its office in Radnor, Pennsylvania in care of its Secretary. The notice shall state the Option exercised is a non-qualified stock option and the number of Shares as to which the Option is exercised, shall be hand delivered, telecopied or mailed, first class postage prepaid, and shall be irrevocable once given. The notice shall include a statement of preference as to the manner in which payment to the Company shall be made (Shares or cash, a combination of Shares and cash or by Cashless Exercise).

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7. Securities Laws

The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or advisable to ensure that all Options granted under the Plan, and the exercise thereof, satisfy Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. Such conditions may include, without limitation, the partial or complete suspension of the right to exercise the Option.

The Optionee acknowledges and agrees that the Option has not been registered under the Securities Laws, and the Company shall be under no obligation to effect such registration. The Optionee further acknowledges that he has acquired the Option not with a view to distribution and agrees not to transfer, sell or dispose of the Option except in compliance with the Securities Laws and the terms hereof.

8. Issuance of Certificate for Shares; Evidence of Uncertificated Shares

A certificate for the Shares issuable upon exercise of the Option, or evidence of the ownership of uncertificated Shares issuable upon exercise of the Option, shall be delivered to the Optionee or to the person or trust to whom the rights of the Optionee shall have been transferred in accordance with Sections 5(a) or (b) hereof as promptly after the Date of Exercise as is feasible, provided that the exercise shall not be complete, and the Parent Company shall not be obligated to deliver any certificates for Shares, or evidence of the ownership of uncertificated Shares, until the Optionee has made payment in full of the Option Price for such Shares pursuant to Section 3 hereof. The Parent Company may also condition delivery of certificates for Shares, or evidence of the ownership of uncertificated Shares, upon the prior receipt from the Optionee of any undertakings that it may determine are required to ensure that the Shares are being issued in compliance with federal and state securities laws.

9. Rights Prior to Issuance of Certificates

Neither the Optionee, any trust or family member to whom the rights of the Option were transferred in accordance with Section 5(b) hereof, nor the person to whom the rights of the Optionee shall have passed by will or the laws of descent and distribution shall have any of the rights of a shareholder with respect to any Shares until the date of the issuance to him of a certificate for such Shares or, if such Shares are uncertificated, evidence of the ownership of such Shares, as provided in Section 8 hereof.

10. Withholding of Taxes

The Optionee shall pay to the Parent Company, upon the Parent Company’s request, all amounts necessary to satisfy the Parent Company’s federal, state and local tax withholding obligations, if any, with respect to the grant or exercise of the Option. Such payment shall be made in cash or, at the election of the person recognizing income upon exercise of the Option and subject to the approval of the Committee, by surrendering, or by the Parent Company’s withholding from Shares purchased, Shares with an aggregate Value on the date the withholding taxes due are determined equal to all or any portion of the withholding taxes not paid in cash. Payment for such taxes may also be made pursuant to a Cashless Exercise.

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11. Deferral Election

The Optionee may elect, with the concurrence of the Committee, to defer receipt of Shares to be received upon exercise of the Option. Such election must be made no later than 12 months prior to the date such Shares would otherwise be received. Such election must be made by written notice addressed to the Parent Company at its address in Radnor, Pennsylvania to the attention of its Secretary, hand delivered, telecopied or mailed, first class postage prepaid. Such election may be made only while the Optionee is an employee of the Company and is irrevocable so long as the Optionee is an employee of the Company. Any Shares the receipt of which are so deferred will be distributed upon the Optionee’s termination of employment. The Committee may allow for early payment of deferred Shares in the event of an “unforeseeable emergency” as defined in the Plan.

12. Interpretation

The Committee shall have sole power to interpret this Agreement and to resolve any dispute arising hereunder.

13. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia.

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IN WITNESS WHEREOF, the Parent Company has caused its duly authorized officers to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.

PENN VIRGINIA CORPORATION
By:
	Nancy M. Snyder
	Executive Vice President, General Counsel and Corporate Secretary

I hereby accept the grant of Options described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement.

Optionee

EX-10.7

Exhibit 10.7

PENN VIRGINIA CORPORATION

FOURTH AMENDED AND RESTATED

1999 EMPLOYEE STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT is made as of _____ (the “Effective Date”) between Penn Virginia Corporation, a Virginia corporation (the “Company”), and _____ (“Employee”).

1. Award of Shares. As of the Effective Date, the Company hereby grants to Employee _____ shares of the common stock of the Company (“Shares”) pursuant to the Penn Virginia Corporation Fourth Amended and Restated 1999 Employee Stock Incentive Plan (the “Plan”). Employee agrees that this award of Shares shall be subject to all of the terms and conditions set forth herein and in the Plan, including any future amendments thereto, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern. All terms capitalized but not defined herein will have the meanings assigned to them in the Plan.

2. Forfeiture Restrictions. The Shares granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Shares to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Shares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Shares. The Forfeiture Restrictions shall lapse as to Restricted Shares issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Shares granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Shares granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Shares granted to Employee hereunder, on the third anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares upon Employee’s termination from the Company by reason of Employee’s death, disability or Employee’s Retirement.

3. Certificates. A certificate evidencing the Restricted Shares shall be issued in Employee’s name, pursuant to which Employee shall have voting rights and shall be entitled to receive all distributions on such Shares free and clear of any Forfeiture Restrictions. The certificate shall bear the following legend:

The Shares evidenced by this certificate have been issued pursuant to an agreement, made as of _____, a copy of which is attached hereto and incorporated herein, between the Company and the registered holder of the Shares, and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the Shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such Shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement.

The Company shall retain the certificate for such Restricted Shares until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of this Agreement. Upon request of the Company, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Shares, without legend, in the name of Employee in exchange for the certificate evidencing the Restricted Shares provided; that the Company may cause any such Shares without legend to be uncertificated Shares; provided, that the Company may cause such Shares without legend to be uncertificated. The Company shall not be obligated to deliver any certificates for Shares or any evidence of the ownership of uncertificated Shares until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Company may deem applicable.

4. Consideration. It is understood that the consideration for the issuance of Restricted Shares shall be Employee’s agreement to render future services as Employee of the Company.

5. Status of Shares. Employee agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Employee also agrees that (i) the certificates representing the Restricted Shares may bear such legend or legends as the Committee (as described in Section 9(b) of the Plan) deems appropriate in order to ensure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related stop transfer instructions to its transfer agent.

6. Withholding of Taxes. Employee shall pay to the Company, upon the Company’s request, all amounts necessary to satisfy the Company’s federal, state and local tax withholding obligations, if any, with respect to the grant of the Shares hereunder. Such payment shall be made in cash or, at the written election of Employee and subject to the approval of the Committee, by surrendering, or by the Company’s withholding from Shares to be granted hereunder, Shares with an aggregate Value on the date the withholding taxes are due equal to all or any portion of the withholding taxes not paid in cash. For the purposes of this Agreement, “Value” on a date means the closing price for a share on the principal national securities exchange on which the shares are listed on such date (or if

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such securities exchange shall not be open for the trading of securities on such date, the last previous day on which such exchange was open) or, if there is no closing price on such date, the closing stock price on the date nearest preceding such date or such other generally recognized price quotation source as the Committee shall select.

7. Deferral Election. Employee may elect to defer receipt of unrestricted Shares once the Forfeiture Restrictions with respect to such Shares have lapsed. Such election must be made no later than 12 months prior to the date such Shares would otherwise be received. Such election must be made by written notice addressed to the Company at its address in Radnor, Pennsylvania to the attention of its Secretary, hand delivered, telecopied or mailed, first class postage prepaid. Such election may be made only while Employee is an employee of the Company and is irrevocable so long as Employee is an employee of the Company. Any Shares the receipt of which are so deferred will be distributed upon Employee’s termination of employment. The Committee may allow for early payment of such deferred Shares in the event of an “unforeseeable emergency” as defined in the Plan.

8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Shares.

9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

10. Non-Alienation. To the extent subject to the Forfeiture Restrictions, Employee shall not have any right to pledge, hypothecate, anticipate or assign this Agreement or the rights with respect to Shares granted hereunder, except by will or the laws of descent and distribution.

11. No Membership Rights Conferred. This Agreement shall not be deemed to (i) confer upon Employee any right with respect to continuation of employment or (ii) affect the terms and conditions of any other agreement between the Company and Employee except as expressly provided herein.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the Effective Date.

PENN VIRGINIA CORPORATION
By:
Name:	Nancy M. Snyder
Title:	Executive Vice President, General Counsel and Corporate Secretary

I hereby accept the grant of Restricted Shares described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement.

Employee