Executive Change of Control Severance Agreements

On December 20, 2012, Penn Virginia Corporation (the "Company") entered into Amended and Restated Executive Change of Control Severance Agreements with H. Baird Whitehead, President and Chief Executive Officer, Nancy M. Snyder, Executive Vice President, Chief Administrative Officer and General Counsel, and Steven A. Hartman, Senior Vice President and Chief Financial Officer (the "Change of Control Agreements"). The Change of Control Agreements were amended to (i) modify the definition of the term "Change of Control" in the Change of Control Agreements to make a merger or consolidation of the Company a Change of Control upon the consummation of such merger or consolidation instead of upon shareholder approval of such merger or consolidation and (ii) clarify the treatment of unvested equity awards in the event of a Change of Control. The Change of Control Agreements will supersede the Company's existing change of control agreements with Messrs. Whitehead and Hartman and Ms. Snyder. The Change of Control Agreements will not increase the amounts reported in the Company's 2012 Proxy Statement as payable to Messrs. Whitehead and Hartman and Ms. Snyder in connection with a Change of Control.

Copies of the Change of Control Agreements are filed as Exhibits 10.1 through 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Change of Location Severance Agreement

On December 20, 2012, the Company entered into an Amended and Restated Change of Location Severance Agreement with Nancy M. Snyder, Executive Vice President, Chief Administrative Officer and General Counsel (the "Change of Location Agreement"). The Change of Location Agreement was amended to clarify the treatment of Ms. Snyder's unvested equity awards in the event of a relocation event which gives rise to a termination of Ms. Snyder's employment. The Change of Location Agreement will supersede the existing change of location agreement. The Change of Location Agreement will not increase the amounts reported in the Company's 2012 Proxy Statement as payable to Ms. Snyder in connection with a change of location event.

A copy of the form of Change of Location Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines

On December 20, 2012, the Compensation and Benefits Committee (the "C&B Committee") of the Board of Directors of the Company amended the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the "Incentive Award Guidelines") to amend the definition of "Drilling F&D Costs per Mcfe."

A copy of the Incentive Award Guidelines, as amended, is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

10.1    Amended and Restated Executive Change of Control Severance Agreement dated
        December 20, 2012 by and between Penn Virginia Corporation and H. Baird
        Whitehead.

10.2    Amended and Restated Executive Change of Control Severance Agreement dated
        December 20, 2012 by and between Penn Virginia Corporation and Nancy M.
        Snyder.

10.3    Amended and Restated Executive Change of Control Severance Agreement dated
        December 20, 2012 by and between Penn Virginia Corporation and Steven A.
        Hartman.

10.4    Amended and Restated Change of Location Severance Agreement dated December
        20, 2012 by and between Penn Virginia Corporation and Nancy M. Snyder.

10.5    Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term
        Equity Compensation Guidelines.