PENN VIRGINIA CORPORATION
Fifth Amended and Restated 1995 Directors’ Compensation Plan
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.
As used in the Plan, the following terms shall have the meanings set forth below:
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.
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.
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 Share