CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement ('Agreement') between Penn Virginia Corporation, a
Virginia corporation (the 'Company'), and Keith D. Horton (the 'Executive') is made and entered into effective as
of May 7, 2002 (the 'Effective Date').
WHEREAS , Executive is a key executive of the Company; and
WHEREAS , it is in the best interest of the Company and its stockholders if the key executives can
approach material business development decisions objectively and without concern for their personal situation;
WHEREAS , the Company recognizes that the possibility of a Change of Control (as defined below) of
the Company may result in the early departure of key executives to the detriment of the Company and its
WHEREAS , the Board of Directors of the Company (the 'Board') has authorized and directed the
Company to enter into this Agreement in order to help retain and motivate key management and to help ensure
continuity of key management; and
THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, and Executive agree as follows:
1. Term of Agreement.
A. The term of this Agreement ('Term') shall commence on the Effective Date and shall continue in effect
through the second anniversary of the Effective Date; provided, however, commencing on the first day following
the Effective Date and on each day thereafter, the Term of this Agreement shall automatically be extended for one
additional day unless the Board shall give written notice to Executive that the Term shall cease to be so extended
in which event the Agreement shall terminate on the second anniversary of the date such notice is given.
B. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs during the
Term of this Agreement, the Term shall automatically