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

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

As previously disclosed on a Current Report on Form 8-K filed on February 1, 2013 (the "Prior Report"), on January 29, 2013, the Compensation and Benefits Committee of Penn Virginia Corporation (the "Company") amended Exhibit A to the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the "Incentive Award Guidelines") to change the target long-term equity incentive award percentages for the Company's executive officers. The Prior Report incorrectly reported the target long-term equity incentive compensation award percentage for the Company's Chief Executive Officer as 400% to 600% of his base salary. The correct percentage for the Company's Chief Executive Officer is 300% to 600% of his base salary.

A copy of the corrected Incentive Award Guidelines, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

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