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: April 27, 2009

(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 February 17, 2009, the Compensation and Benefits Committee of the Board of Directors of Penn Virginia Corporation (the “Company”) approved the Company’s Sixth Amended and Restated 1999 Employee Stock Incentive Plan (the “Plan”) effective as of February 17, 2009 subject to shareholder approval at the Company’s 2009 Annual Meeting to be held on May 6, 2009.

On April 27, 2009, the Compensation and Benefits Committee of the Board of Directors of the Company approved Amendment Number 1 to the Plan (the “Amendment”). The Amendment shall become effective immediately upon shareholder approval of the Plan. The Amendment limits the number of shares of common stock of the Company that may be granted under the Plan for all purposes to 6,335,000 and, in particular, limits the number of shares of common stock of the Company that may be granted under the Plan pursuant to restricted stock and restricted stock unit awards to an aggregate of 350,000 shares.

A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Penn Virginia Corporation Sixth Amended and Restated 1999 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 23, 2009).
10.2	Amendment Number 1 to the Penn Virginia Corporation Sixth 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: April 28, 2009

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

Exhibit Index

Exhibit No.	Description
10.1	Penn Virginia Corporation Sixth Amended and Restated 1999 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 23, 2009).
10.2	Amendment Number 1 to the Penn Virginia Corporation Sixth Amended and Restated 1999 Employee Stock Incentive Plan.

EX-10.2

Exhibit 10.2

PENN VIRGINIA CORPORATION

AMENDMENT NUMBER 1 TO THE

SIXTH AMENDED AND RESTATED

1999 EMPLOYEE STOCK INCENTIVE PLAN

This Amendment Number 1 to the Sixth Amended and Restated 1999 Employee Stock Incentive Plan (the “Amendment”) is effective immediately upon the approval by the shareholders of Penn Virginia Corporation (the “Company”) of the Sixth Amended and Restated 1999 Employee Stock Incentive Plan (the “Plan”).

Whereas, the Company is setting forth in this Amendment changes to the Plan to limit the grants of shares and restricted stock available under the Plan;

Now, therefore, the Company amends the Plan in the following respects:

Section 4 of the Plan is hereby amended in its entirety to read as follows:

“4. Stock Subject to Plan

Subject to Section 13, not more than 6,335,000 Shares in the aggregate may be issued pursuant to the Plan and of the foregoing 6,335,000 Shares, no more than 350,000 Shares in the aggregate may be issued as Restricted Stock Awards or pursuant to Restricted Stock Unit 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, Restricted Stock Awards or Restricted Stock Unit Awards that either wholly or in part expire or are forfeited or terminated shall be available for future issuance under the Plan. 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, Restricted Stock Award or Restricted Stock Unit Award shall not be available for future issuance under the Plan.”