PENN VIRGINIA CORP, PRE 14A, 1995-03-15

PENN VIRGINIA CORP
PRE 14A, 1995-03-15
MINERAL ROYALTY TRADERS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement / / Confidential, for Use of
the Commission Only
(as permitted by Rule 14a-6(e)(2)
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Penn Virginia Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Beverly Cole McGuire -- Corporate Secretary
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

PENN VIRGINIA CORPORATION
800 THE BELLEVUE
200 S. BROAD STREET
PHILADELPHIA, PENNSYLVANIA 19102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

The annual meeting of the shareholders of Penn Virginia Corporation will be
held in the Boardroom of the Company, 800 The Bellevue, 200 South Broad Street,
Philadelphia, Pennsylvania, on Tuesday, May 2, 1995, at 10:00 a.m., Eastern
Daylight Time, for the following purposes:

1. to elect a Board of Directors for the ensuing year;

2. to consider and vote upon a proposed 1994 Stock Option Plan;

3. to consider and vote upon a proposed 1995 Directors' Stock Option
Plan;

4. to consider and vote upon a proposal to amend the Articles of
Incorporation of the Company to increase the number of authorized
shares of the common stock of the Company to 20,000,000 shares; and

5. to transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 3, 1995 will
be entitled to notice of and to vote at the meeting.

All shareholders, regardless of whether they expect to attend the meeting
in person, are requested to complete, date, sign and promptly return the
enclosed proxy in the accompanying envelope. The person executing the proxy may
revoke it by filing with the Secretary of the Company a duly executed proxy
bearing a later date or by electing to vote in person at the Annual Meeting.

ALL SHAREHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL
MEETING.

BEVERLY COLE MCGUIRE
Corporate Secretary

March 31, 1995
<PAGE> 3

PENN VIRGINIA CORPORATION
800 THE BELLEVUE
200 S. BROAD STREET
PHILADELPHIA, PENNSYLVANIA 19102

March 31, 1995

PROXY STATEMENT

GENERAL INFORMATION

The enclosed proxy is solicited on behalf of the Board of Directors of Penn
Virginia Corporation ("Company") for use at the annual meeting of shareholders
on May 2, 1995. The proxy may be revoked by a shareholder at any time before its
use. The Company recommends that written notice of any such revocation be given
to the Secretary of the Company. The expense of this solicitation will be paid
by the Company. Some officers and regular employees may solicit proxies
personally and by telephone.

Shareholders of record at the close of business on March 3, 1995 will be
entitled to vote at the meeting. On that date there were outstanding and
entitled to vote (one vote per share) 4,272,240 shares of common stock, par
value $6.25 per share, not including 165,277 shares held by the Company in its
treasury. The presence, in person or by proxy, of shareholders entitled to cast
a majority of votes will be necessary to constitute a quorum for the transaction
of business. Under Virginia Law, Directors are elected by a plurality of the
votes cast by the shares entitled to vote at a meeting at which a quorum is
present. Accordingly, abstentions and broker non-votes will have no effect on
the outcome of the vote. For the amendment to the Articles of Incorporation to
be effective, the proposal must be approved by the holders of more than
two-thirds of the shares entitled to vote. Abstentions and broker non-votes have
the effect of a vote against the proposal. In the case of matters requiring the
affirmative vote of the majority of the shares present and entitled to vote,
such as is required to approve the 1994 Stock Option and 1995 Directors' Stock
Option Plans, abstentions are counted and have the effect of a vote against such
matters, whereas broker non-votes are not counted and therefore have no effect.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Except as set forth in the following table, as of March 31, 1995 no person
known to the Company beneficially owned more than five percent (5%) of the
Company's outstanding common stock:

<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED* CLASS
- ---------------------------------------------------- ---------- ------
<S> <C> <C>
E.B. LEISENRING, JR. ............................... 307,442(1) 7.2%
700 The Bellevue
200 S. Broad Street
Philadelphia, PA 19102
FIRST FIDELITY BANK, N.A. .......................... 301,343(2) 7.1%
(a subsidiary of First Fidelity Bancorporation)
Broad and Walnut Streets
Philadelphia, PA 19109
INTERKOHLE BETEILIGUNGSGESELLSCHAFT MBH............. 868,258(3) 20.3%
Tresckowstrasse 5
30457 Hannover
Germany
QUEST ADVISORY CORP. ............................... 392,950(4) 9.2%
1414 Avenue of the Americas
New York, New York 10019
</TABLE>

- ---------------
* Based on information furnished to the Company by the respective
shareholders, or contained in filings made with the Securities and Exchange
Commission.

<PAGE> 4

(1) Includes 21,000 shares owned by two trusts of which Mr. Leisenring is a
co-trustee and with respect to which he shares voting and investment power
and in which he has a beneficial interest; 226,966 shares owned by four
trusts of which Mr. Leisenring is co-trustee with First Fidelity Bank and
with respect to which he shares voting and investment power, but in which he
has no beneficial interest except as such fiduciary; and 4,500 shares owned
by three trusts of which Mr. Leisenring is a co-trustee and with respect to
which he shares voting and investment power, but in which he has no
beneficial interest except as such fiduciary.

(2) These shares are held in a number of separate accounts including a total of
226,966 shares owned by four trusts of which First Fidelity Bank is
co-trustee with Mr. Leisenring and with respect to which it shares voting
and investment power. Such 226,966 shares are included in the 307,442 shares
shown opposite Mr. Leisenring's name in the foregoing table. Also includes
28,294 shares held by First Fidelity Bank as trustee of the Company's
employees' retirement/savings plan for the accounts of employee
participants. Under such plan, the trustee will vote all shares held for a
participant's account as requested by the participant and absent specific
instructions from the participant the trustee may vote the shares in its
discretion. Also includes 46,083 shares held by First Fidelity Bank as
custodian of the Company's employees' stock ownership plan (ESOP) for the
accounts of employee participants. Under such plan, the custodian will vote
all shares held for a participant's account as requested by the participant.

(3) Interkohle Beteiligungsgesellschaft mbH is a wholly-owned subsidiary of VEBA
AG, a corporation organized under the laws of the Federal Republic of
Germany. Hans Michael Gaul and Eckhard Albrecht are directors of the
Company. Dr. Gaul is Deputy Chairman of the Management Board of
PreussenElektra AG, the majority shareholder of Interkohle, and a member of
the Management Board of VEBA AG. Dr. Albrecht is President of the Board of
Management of Stinnes Intercarbon AG, which is part of Stinnes AG, a global
trader owned by VEBA AG. The Company believes Interkohle intends to vote
such shares for the election of the nominees for directors designated by the
Board of Directors of the Company.

(4) These shares are held as follows: 379,250 shares beneficially owned by Quest
Advisory Corporation ("Quest") and with respect to which it has sole voting
and sole dispositive power and 13,700 shares beneficially owned by Quest
Management Company, a general partnership ("QMC") and with respect to which
it has sole voting and sole dispositive power. Each of Quest and QMC are
investment advisers registered under Section 203 of the Investment Advisers
Act of 1940 and Mr. Charles M. Royce is President of both Quest and QMC. Mr.
Royce may be deemed to be a controlling person of Quest and QMC, and as such
may be deemed to beneficially own the shares beneficially owned by Quest and
QMC. Mr. Royce does not own any shares outside of Quest and QMC and
disclaims beneficial ownership of the shares held by Quest and QMC.

SECURITY OWNERSHIP OF MANAGEMENT

As of March 31, 1995, the 10 named executive officers and directors of the
Company beneficially owned an aggregate of 232,065 shares of the Company's
common stock, representing 5.4% of such shares outstanding on that date.
Included in this total are 59,600 shares of Company common stock which may be
purchased under currently exercisable options granted pursuant to the Company's
stock option plans which, for purposes of calculating the foregoing percentage
of shares beneficially owned by such officers and directors, were deemed to be
outstanding.

2
<PAGE> 5

The following table sets forth the beneficial ownership of the Company's
common stock by the named executive officers of the Company as of March 31,
1995:

<TABLE>
<CAPTION>
SHARES
OF
COMPANY
COMMON
STOCK
OWNED
BENEFICIALLY
ON
MARCH
31, PERCENT
NAME 1995(1)(2)(3) OF CLASS
- ---------------------------------------------------- ------ --------
<S> <C> <C>
Lennox K. Black..................................... 21,226 .5%
A. James Dearlove................................... 20,376 .5%
Robert J. Jaeger.................................... 18,225 .4%
Vincent Matthews.................................... 11,932 .3%
</TABLE>

- ---------------
(1) Includes shares which may be purchased under currently exercisable options
granted by the Company as follows: Mr. Black -- 20,000, Mr.
Dearlove -- 15,700, Mr. Jaeger -- 13,900 and Dr. Matthews -- 10,000.

(2) Includes shares held by First Fidelity Bank as trustee under the Company's
employees' retirement/savings plan vested as follows: Mr. Dearlove -- 2,031,
Mr. Jaeger -- 1,989, Dr. Matthews -- 264. These shares are included in the
shares reported as beneficially owned by First Fidelity Bank.

(3) Includes shares held by First Fidelity Bank as custodian under the Company's
employees' stock ownership plan (ESOP) as follows: Mr. Dearlove -- 2,645,
Mr. Jaeger -- 2,336 and Dr. Matthews -- 1,668. These shares are included in
the shares reported as beneficially owned by First Fidelity Bank.

I. ELECTION OF DIRECTORS

The seven persons named in the following table, all of whom are now
directors of the Company, have been designated as nominees for election to the
Board for a one-year term. All of the incumbent directors were elected by the
shareholders of the Company. The persons named in the enclosed proxy intend to
vote for the election of these nominees unless directed otherwise. Each nominee
has consented to being named and to serve if elected. If any should decline or
be unable to serve, the persons named in the proxy will vote for the election of
such substitute nominee as shall have been designated by the Board of Directors.
The Company has no reason to believe that any nominee will decline or be unable
to serve.

<TABLE>
<CAPTION>
SHARES OF
COMPANY
COMMON STOCK
OWNED
NAME, AGE, POSITION WITH THE COMPANY, BENEFICIALLY PERCENT
BUSINESS EXPERIENCE DURING PAST FIVE DIRECTOR ON MARCH 31, OF
YEARS AND OTHER DIRECTORSHIPS SINCE 1995* CLASS
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Eckhard Albrecht, 56(2).................................. 1991 269 --
President, Stinnes Intercarbon AG (1988 to date).
Lennox K. Black, 65(1)................................... 1983 21,226(3) .5%
Chairman and Chief Executive Officer of the Company
(April 1992 to date). Chairman of the Board and Chief
Executive Officer, Teleflex, Inc., equipment
manufacturer (1982 to date).
Director of Teleflex, Inc., Quaker Chemical
Corporation, Pep Boys and Westmoreland Coal Company.
John D. Cadigan, 54(2)................................... 1987 42,250(4) 1.0%
President, Rio Petrol, Inc., oil and gas and
investments (1984 to date); Vice President, Campbell
Investment Company, investments (1976 to date).
Director of Rio Petrol, Inc., Campbell Investment
Company, Joshua Green Corporation
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
SHARES OF
COMPANY
COMMON STOCK
OWNED
NAME, AGE, POSITION WITH THE COMPANY, BENEFICIALLY PERCENT
BUSINESS EXPERIENCE DURING PAST FIVE DIRECTOR ON MARCH 31, OF
YEARS AND OTHER DIRECTORSHIPS SINCE 1995* CLASS
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Hans Michael Gaul, 53(1)................................. 1989 552 --
Deputy Chairman of the Management Board of
PreussenElektra AG, electricity supply industry, Member
of the Management Board of VEBA AG, industrial company,
Germany.
John A. H. Shober, 61(2)................................. 1978 113,000(5) 2.6%
Vice Chairman of the Board of the Company (April 1992
to date); President and Chief Executive Officer (1989
to March 1992); President and Chief Operating Officer
of the Company (1978 to 1988).
Director of AirGas, Inc., Betz Laboratories, Inc.,
Eisenhower Exchange Fellowships, Ensign Bickford
Industries, Inc., First Reserve Corporation, MIBRAG
gmH., Pennsylvania Hospital and YMCA of Philadelphia.
Frederick C. Witsell, Jr., 61(1)......................... 1972 2,325 --
Vice Chairman and Director, J.P. Morgan Florida FSB
(Feb. 1994 to date); Managing Director, Morgan Guaranty
Trust Company of New York (Feb. 1989 to Jan. 1994);
Senior Vice President, Morgan Guaranty Trust Company of
New York (1981 to Jan. 1989).
Minturn T. Wright, III, 69(1)............................ 1973 1,910 --
Partner, Dechert Price & Rhoads, attorneys (1961 to
date).
Director of The Philadelphia Contributionship.
</TABLE>

- ---------------
* Based on information furnished to the Company by the respective nominees.
Except as indicated below, the Company is informed that the respective
nominees have sole voting and investment power with respect to the shares
shown opposite their names.

(1) These directors are members of the Executive and Compensation Committee.

(2) These directors are members of the Audit Committee.

(3) Includes 20,000 currently exercisable stock options.

(4) Includes 10,800 shares of Company common stock owned by Campbell Investment
Company (of which Mr. Cadigan is an officer and director) of which Mr.
Cadigan may be deemed to be a beneficial owner under applicable rules of the
Securities and Exchange Commission; 11,000 shares of Company common stock
owned by Rio Petrol, Inc. (of which Mr. Cadigan is an officer and director)
of which Mr. Cadigan may be deemed to be a beneficial owner. Also includes a
total of 17,700 shares of Company common stock held in a number of separate
accounts with respect to which Mr. Cadigan shares voting or investment power
and may be deemed to be a beneficial owner.

(5) Includes 10,000 shares which Mr. Shober may purchase under options granted
by the Company in 1992. For purposes of calculating the percentage of
outstanding shares owned by Mr. Shober the 10,000 shares subject to such
options were deemed to be outstanding. Also includes 100,000 shares owned of
record and beneficially by The Sinkler Corporation (a wholly-owned
subsidiary of Wentz Corporation) of which Mr. Shober is a director and may
be deemed to be a beneficial owner under applicable rules of the Securities
and Exchange Commission.

4
<PAGE> 7

ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held six regular meetings during 1994. The standing
committees of the Board are the Audit Committee and the Executive and
Compensation Committee. The Board does not have a Nominating Committee. Each
director except Dr. Gaul attended at least 75% of the aggregate of the total
number of Board meetings and the total number of meetings held in 1994 by all
committees of the Board on which he served. It was impossible for Dr. Gaul to
attend three Board meetings of the Company held in 1994 due to important
business meetings he was required to attend in Germany on the same dates.

The Audit Committee of the Board of Directors, composed of Messrs. Cadigan
(Chairman), Shober and Albrecht, met three times during 1994. The Audit
Committee, which is elected annually, recommends to the Board of Directors for
its nomination independent public accountants to audit the books, records and
accounts of the Company, and reviews and approves the overall scope and adequacy
of the independent and internal audit programs and the proposed form of the
Company's consolidated financial statements. The Audit Committee also reviews
the results, findings and recommendations of audits performed by the independent
public accountants and the internal auditor, the system of internal accounting
controls, the significant accounting policies of the Company as they apply to
its consolidated financial statements, the audit fees to be paid to the
independent public accountants and the nature of non-audit services performed by
the independent public accountants.

The Executive and Compensation Committee ("Committee") of the Board of
Directors, composed of Messrs. Black (Chairman), Gaul, Witsell and Wright, met
once during 1994. The Committee reviews and makes recommendations to the Board
of Directors regarding compensation for officers of the Company and periodically
reviews the Company's and subsidiaries' employee benefit programs and reports
its recommendations to the Board of Directors. The Committee, subject to certain
exceptions, may exercise the powers of the Board of Directors in the management
of the business and affairs of the Company when the Board is not in session.

COMPENSATION OF DIRECTORS

Each director of the Company receives $650 for each meeting he attends of
the Board of Directors and of any Board committee on which he serves and $750
for committee chairmen attending their respective committee meetings. Directors
also receive $650 for attending non-Board meetings of the Coal Investment
Committee and the Oil and Gas Investment Committee. Directors who are not
employees of the Company or its subsidiaries, except for Mr. Shober, also
receive an annual retainer fee of $15,000 of which $7,000 can be used to
purchase stock of the Company, or, beginning in 1994, can be paid in cash at the
election of the Director each year. Mr. Shober receives a cash retainer of
$2,000 per month for services as a consultant. Directors may also receive
options under the 1995 Directors' Stock Option Plan, if approved. See "Adoption
of 1995 Directors' Stock Option Plan."

5
<PAGE> 8

EXECUTIVE COMPENSATION

The following summary compensation table sets forth information for the
Chief Executive Officer plus all other highly compensated executive officers of
the Company at December 31, 1994 for the years 1994, 1993 and 1992:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ---------------------
COMPENSATION AWARDS PAYOUTS
------------------------------------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) SARS(#)(2) ($) ($)(3)(4)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lennox K. Black, 1994 75,000 -0- 32,082 -0- 20,000 -0- -0-
Chairman and Chief 1993 75,000 -0- 30,132 -0- -0- -0- -0-
Executive Officer 1992 18,750 -0- 29,924 -0- 20,000 -0- --
A. James Dearlove, 1994 166,250 40,000 6,167 -0- 10,000 -0- 25,067
President and Chief 1993 147,450 7,372 5,817 -0- -0- -0- 19,659
Operating Officer 1992 137,450 -0- 4,906 -0- 6,000 -0- --
Vincent Matthews, III, 1994 181,000 40,000 38,041 -0- 10,000 -0- 26,318
Senior Vice 1993 171,600 8,580 11,232 -0- -0- -0- 23,060
President 1992 181,600 10,000 7,846 -0- 10,000 -0- --
Robert J. Jaeger, 1994 130,000 40,000 9,344 -0- 10,000 -0- 25,019
Vice President, 1993 117,600 5,880 11,232 -0- -0- -0- 16,062
Treasurer and 1992 117,600 -0- 11,232 -0- 6,000 -0- --
Controller
</TABLE>

- ---------------
(1) Includes $20,850 (1994), $18,900 (1993), $21,500 (1992) paid to Mr. Black
for fees and annual retainer as a director of the Company; car allowances:
Mr. Black $11,232 (1994), $11,232 (1993), $8,424 (1992); Dr. Matthews
$11,232 (1994), $11,232 (1993), $5,616 (1992); and Mr. Jaeger $7,488 (1994),
$11,232 (1993), $11,232 (1992); personal use of Company car: Mr. Dearlove
$6,167 (1994), $5,817 (1993), $4,906 (1992); Dr. Matthews $2,230 (1992); and
Mr. Jaeger $1,856 (1994); moving allowance: Dr. Matthews $14,300 (1994); and
moving expenses: Dr. Matthews $12,509 (1994).

(2) 1994 stock option grants to Dr. Matthews, Mr. Dearlove and Mr. Jaeger are
subject to approval by the shareholders of the 1994 Stock Option Plan. See
"Adoption of the 1994 Stock Option Plan."

(3) All Other Compensation for the named executive officers in 1994 and 1993
consisted of Company contributions to the retirement/savings plan, Company
contributions to the employees' stock ownership plan (ESOP), and life
insurance premiums. Amounts contributed to the retirement/savings plans
during 1994 and 1993 included: Dr. Matthews -- $1,800 and $1,800; Mr.
Dearlove -- $1,800 and $1,800; and Mr. Jaeger -- $1,800 and $1,800. Amounts
contributed to the employees' stock ownership plan during 1994 and 1993
included: Dr. Matthews -- $22,747 and $19,567, Mr. Dearlove -- $22,223 and
$16,815, and Mr. Jaeger -- $22,262 and $13,413. Company paid life insurance
premiums for 1994 and 1993 included: Dr. Matthews -- $1,771 and $1,693; Mr.
Dearlove -- $1,044 and 1,044; and Mr. Jaeger -- $957 and $849. Information
concerning 1992 was not included in the table.

(4) Under the Company's policy concerning severance benefits, senior officers
(including all executive officers) whose employment is terminated following
a change in control (as defined in the policy) of the Company will receive
severance pay according to a formula which takes into account the officer's
age, salary and length of service with the Company. The maximum amount
payable to a senior officer under the policy is 250% of then-current annual
salary. The amounts under the severance policy to the executive officers
listed in the table if they were terminated on the date of this proxy
statement following a change of control would be:

<TABLE>
<S> <C>
Mr. Dearlove.................................................. 17.5 months or $291,667
Dr. Matthews.................................................. 16 months or $252,193
Mr. Jaeger.................................................... 17.5 months or $189,583
</TABLE>

6
<PAGE> 9

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Board of Directors approved, subject to shareholder approval, the 1994
Stock Option Plan effective March 31, 1994. Under the terms of the 1994 Plan,
executive officers and key employees were granted a total of 65,500
non-qualified options without SARs in 1994. Such grants are conditioned on the
adoption of the 1994 Stock Option Plan. See "Adoption of the 1994 Stock Option
Plan."

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- -------------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT ANNUAL RATES OF
SECURITIES OF TOTAL STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/ GRANTED TO OR OPTION TERM
SARS EMPLOYEES IN BASE EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lennox K. Black.......... 20,000 23% 31.25 July 13, 2004 $393,100 $996,100
A. James Dearlove........ 10,000(1) 12% 32.88 March 31, 2004 $206,800 $524,000
Vincent Matthews, III.... 10,000(1) 12% 32.88 March 31, 2004 $206,800 $524,000
Robert J. Jaeger......... 10,000(1) 12% 32.88 March 31, 2004 $206,800 $524,000
</TABLE>

- ---------------
(1) Options granted to Messrs. Dearlove, Matthews and Jaeger are subject to
adoption of the 1994 Stock Option Plan.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

The following table presents information regarding the number of
unexercised options to purchase common shares and the number of unexercised
stock appreciation rights at December 31, 1994:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
UNEXERCISED UNEXERCISED
OPTIONS AT SAR'S AT
DECEMBER 31, DECEMBER 31,
NAME 1994 1994
- -----------------------------------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Lennox K. Black.............................. 20,000 20,000 -0- -0-
Vincent Matthews, III........................ 10,000 10,000 -0- -0-
A. James Dearlove............................ 15,700 10,000 -0- -0-
Robert J. Jaeger............................. 13,900 10,000 -0- -0-
</TABLE>

No member of the named executive officer group exercised any options or
SARs during 1994. None of the options or SARs were in-the-money, as their
exercise prices exceeded the stock market price of the Company's underlying
common stock. The schedule includes options granted under the 1994 Stock Option
Plan which is subject to shareholder approval.

REPORT OF THE EXECUTIVE AND COMPENSATION COMMITTEE

The Board's Executive and Compensation Committee (the "Committee") makes
recommendations to the Board of Directors concerning the compensation of the
Chief Executive Officer and the highly compensated executive officers of the
Company.

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS. The Committee's executive
compensation policies are designed to provide competitive levels of compensation
that relate compensation to the Company's annual and long-term performance
goals, reward above average corporate performance, recognize individual
initiative

7
<PAGE> 10

and achievements, and assist the Company in attracting and retaining qualified
executives. The Committee attempts to achieve these objectives through a
combination of base salary, stock options, and cash bonus awards.

BASE SALARY. Executive salaries are reviewed by the Committee on a yearly
basis and are set for individual executive officers based on subjective
evaluations of each individual officer's performance and the Company's
performance. Through these criteria, the Committee believes that salaries may be
set in a manner that is both competitive and reasonable within the Company's
industry.

STOCK OPTIONS. Stock options are granted to executive officers and other
employees of the Company by the Committee as a means of providing long-term
incentive to the Company's employees. The Committee believes that stock options
encourage increased performance by the Company's employees, including its
officers, and align the interests of the Company's employees with the interests
of the Company's stockholders. Decisions concerning the granting of stock
options are made on the same basis as decisions concerning base salary as
discussed in the previous paragraph.

CASH BONUS AWARDS. The Committee considers on an annual basis whether to
pay cash bonuses to some or all of the Company's employees, including the
Company's executive officers. The Committee's objective is to insure that the
Company will remain competitive in its compensation practices and be able to
retain qualified executive officers.

CHIEF EXECUTIVE OFFICER COMPENSATION. The compensation of the Company's
Chief Executive Officer is determined in the same manner as the compensation for
other executive officers as described above.

Mr. Black's base salary was $75,000 in 1994. In addition, the Committee
granted Mr. Black options in July 1994 to acquire 20,000 shares of the Company
stock at an exercise price of $31.25. In February 1995 the Committee approved an
additional grant of 25,000 options at an exercise price of $32.25 which were
granted under the 1994 Stock Option Plan. Mr. Black will also receive 5,000
options at an exercise price of $32.25 under the 1995 Directors' Stock Option
Plan. The 1995 and 1994 grants to Mr. Black under the aforementioned plans are
each subject to shareholder approval. See "Adoption of the 1994 Stock Option
Plan" and "Adoption of the 1995 Directors' Stock Option Plan."

The Executive and Compensation Committee:

<TABLE>
<S> <C>
Lennox K. Black (Chairman) Frederick C. Witsell, Jr.
Hans Michael Gaul Minturn T. Wright, III
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive and Compensation Committee of the Board of Directors was
composed of Messrs. Black (Chairman), Gaul, Witsell and Wright for the year
ending December 31, 1994. Mr. Black served as Chairman of the Board and Chief
Executive Officer of the Company for the year ending December 31, 1994.

Frederick C. Witsell, Jr., is currently Vice Chairman of J.P. Morgan
Florida FSB, a subsidiary of J.P. Morgan & Co. Incorporated. Morgan Guaranty
Trust Company, another subsidiary of J.P. Morgan, performs investment banking
services for the Company for which fees are received.

Minturn T. Wright, III, a director and nominee for reelection as a
director, is a partner in the law firm of Dechert Price & Rhoads. Dechert Price
& Rhoads received fees for legal services and for Mr. Wright's services as a
director of the Company rendered during 1994 to the Company and its
subsidiaries. Directors' fees received by Mr. Wright are credited against
statements rendered by that firm to the Company.

PERFORMANCE GRAPH

The following graph shows changes over the past five years in the value of
$100 invested in (1) Standard and Poor's Industrials Index; (2) Standard and
Poor's Energy Index; and (3) Penn Virginia Corporation Common Stock.

The year-end values of each investment are based on share price
appreciation plus dividends paid in cash, with the dividends invested on the
date they were paid.

8
<PAGE> 11

CUMULATIVE SHAREHOLDER RETURN

DECEMBER 31, 1989 TO DECEMBER 31, 1994

<TABLE>
<CAPTION>
S&P ENERGY S&P IN-
MEASUREMENT PERIOD PENN VIR- COMPOSITE DUSTRIALS
(FISCAL YEAR COVERED) GINIA CORP INDEX INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 97.91 103.15 99.11
1991 79.85 110.92 129.59
1992 81.64 113.18 136.98
1993 95.78 130.98 149.35
1994 84.16 136.00 155.05
</TABLE>

EMPLOYEES' RETIREMENT/SAVINGS PLAN

Employees of the Company and its subsidiaries and affiliates who have
joined in the Penn Virginia Corporation and Affiliated Companies Employees'
Retirement/Savings Plan (the "Retirement/Savings Plan"), who are not covered by
collective bargaining agreement and who have completed twelve months of service
within which they have been credited with at least 1,000 hours of service, may
participate in the Retirement/Savings Plan.

Under the Retirement/Savings Plan, an employee may elect to contribute to
the Retirement/Savings Plan up to 10% of his or her eligible monthly
compensation. These contributions may be either salary deferral contributions,
whereby an employee elects to defer a portion of his or her salary and have the
deferred amount contributed to the Retirement/Savings Plan, or savings
contributions. Both forms of contributions reduce the amount of compensation
that would otherwise be paid to an employee, but salary deferral contributions
are intended to qualify for the federal income tax treatment provided by section
401(k) of the Internal Revenue Code ("Code"). The committee administering the
Retirement/Savings Plan has the right to raise the percentage of compensation an
employee may defer and contribute to the Retirement/Savings Plan to up to 15%.
The Company makes matching contributions to the Retirement/Savings Plan on
behalf of each participant, up to a maximum of 6% of the participant's
compensation. Beginning July 1, 1988, the annual matching contribution was
limited to $1,800 per employee for any calendar year. Matching contributions are
made to the trustee of the Retirement/Savings Plan (First Fidelity Bank, N.A.,
Philadelphia, Pennsylvania) which uses the contributions to purchase common
stock of the Company for participating employees' accounts. Employee
contributions are made to the trustee which makes investments according to
individual employee elections.

Once each plan year, a participant who has attained age 60 may direct the
trustee to sell a portion of the shares in his account and transfer the proceeds
to a fixed investment fund at The Vanguard Group which provides the participant
with a variable rate of return on the amount so invested.

9
<PAGE> 12

EMPLOYEES' PENSION PLAN

The Company sponsors a defined benefit pension plan for employees of the
Company and its subsidiaries to which employees make no contributions. In
general, the pension plan provides for payment of annual retirement benefits to
eligible employees who retire at normal retirement age 65. A career average
benefit formula determines the pension payment, which is based on the years of
service and the annual earnings of the employee. The pension plan is designed to
provide a retirement income which, when combined with benefits from the
Company's defined contribution plans and Social Security, will maintain the
long-term employee's standard of living at the time of retirement. The pension
plan also provides for deferred retirement benefits for disabled employees,
reduced benefits for early retirement, and additional accrual for years of
service beyond age 65.

The following table shows the estimated annual pension benefits payable to
employees of the Company, including officers, upon retirement at age 65, in
various remuneration and years-of-service classifications, assuming the election
of a pension benefit payable as a life annuity with five years certain. The
table is representative of an employee who is currently age 65. Benefit amounts
set forth in the table are not presently subject to any deduction for Social
Security benefits or other offset amounts.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFIT FOR YEARS OF SERVICE INDICATED
ANNUAL -------------------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 24,375 $ 32,500 $ 40,625 $ 48,750 $ 56,875 $ 65,000
150,000 29,250 39,000 48,750 58,500 68,250 78,000
175,000 29,250* 39,000* 48,750* 58,500* 68,250* 78,000*
200,000 29,250* 39,000* 48,750* 58,500* 68,250* 78,000*
</TABLE>

- ---------------
* Beginning in 1989, the Internal Revenue Code restricts the amount of annual
compensation which may be considered in the computation of benefits payable
from a qualified pension plan. The 1994 compensation limit is $150,000. For
the table projections, this limit is assumed to remain unchanged in future
years.

Years of service credited under the pension plan for the following
individuals are: Dr. Matthews -- 6 years, Mr. Dearlove -- 17 years and Mr.
Jaeger -- 19 years.

PLAN OF DEFERRED COMPENSATION

The Company maintains a Plan of Deferred Compensation to provide officers
who have annual compensation in excess of $150,000 with pension benefits in
excess of those payable under the pension plan. The formula by which benefits
are determined under the Plan of Deferred Compensation is A+B+C-D, where A
equals, for years of service before 1983, 0.9% of the lesser of (i) total
compensation for 1982 or (ii) the average of a participant's last five years of
compensation, plus 0.7% of compensation in excess of Social Security covered
compensation; B equals, for years of service after 1982 and before 1989, 0.9% of
total compensation plus 0.7% of compensation in excess of Social Security
covered compensation; C equals, for years of service after 1988, 1.3% of annual
compensation; and D equals the benefit payable under the Company pension plan.
An officer who terminates employment with the Company, other than by reason of
retirement or death, will be ineligible to receive a benefit. Assuming
reasonable increases in compensation until retirement at age 65, the estimated
annual benefits payable under the Plan of Deferred Compensation at age 65 are as
follows: Mr. Dearlove -- $26,580, Dr. Matthews -- $15,240, and Mr.
Jaeger -- $3,630.

1980 INCENTIVE STOCK PLAN

Under the terms of the Company's 1980 Incentive Stock Plan (the "1980
Plan"), which expired in 1990, the Company could offer an aggregate of 200,000
shares (subject to adjustments for stock dividends, stock splits and the like)
of the Company's common stock to officers and key employees in a management role
of the Company and its 50%-or-more-owned subsidiaries upon the exercise of stock
options or stock appreciation rights granted to them pursuant to the 1980 Plan.
A stock appreciation right gives the holder, as an alternative to the exercise
of the related stock option, the right to receive, without payment to the
Company, any

10
<PAGE> 13

appreciation in the value of the shares subject to the related option that has
taken place between the dates of grant and exercise. Subject to certain
restrictions, the holder may receive this gain in cash or stock or in a
combination of both. A stock option or stock appreciation right granted under
the 1980 Plan may be exercised at any time after twelve months and prior to ten
years following the date it is granted. Upon exercise of a stock option any
related stock appreciation right automatically expires. Upon exercise of a stock
appreciation right the stock option to which it is attached automatically
expires. The 1980 Plan has expired and no more options may be granted.
Previously granted and unexercised options are still exercisable.

II. ADOPTION OF THE 1994 STOCK OPTION PLAN

On May 7, 1980, the shareholders of the Company adopted an incentive stock
option plan for key management personnel of the Company. The 1980 Plan has
expired; the Board of Directors believes that the 1980 Plan has been of
substantial benefit to the Company as a means of attracting and retaining the
services of key management personnel by providing them the incentive of stock
ownership in the Company. The Board of Directors therefore recommends adoption
by the shareholders of the 1994 Stock Option Plan (the "1994 Plan") authorizing
the grant of additional stock options so that the Company can retain valued
employees and directors.

The full text of the 1994 Plan is set forth on Annex A to this proxy
statement, beginning on page A-1.

The 1994 Plan provides for two incentive elements, non-qualified stock
options and incentive stock options. The 1994 Plan will allow the Company to
offer an aggregate of 500,000 shares (subject to adjustment for stock dividends,
stock splits and the like) of the common stock of the Company to eligible
directors, officers and key employees of the Company upon the exercise of stock
options granted to them pursuant to the 1994 Plan. A stock option gives the
holder the right to purchase from the Company a specified number of shares of
the Company's common stock for a specified price during a specified period.

ADMINISTRATION OF THE 1994 PLAN

The 1994 Plan will be administered by a committee (the "Committee")
composed of three directors of the Company who will be appointed by the full
board of directors and who will not be eligible to participate in the 1994 Plan.
The Committee is authorized, subject to the provisions of the 1994 Plan, to
determine which eligible directors and employees shall be granted options and
the terms and amounts. No determination has been made as to the specific
employees to whom options may be granted under the 1994 Plan or as to the amount
or terms of options that may be granted to any such employee.

The 1994 Plan may be amended by the Committee, but any amendment that
increases the aggregate number of shares of common stock that may be issued
under the 1994 Plan, that changes the class of eligible employees, or that
otherwise requires the approval of shareholders under Rule 16b-3 of the
Securities Exchange Act of 1934 will require the prior approval of the
shareholders of the Company.

Options may be granted under the 1994 Plan at any time. Agreements between
the Company and recipients of options and grants under the 1994 Plan will
contain the provisions referred to in the 1994 Plan under the caption
"Securities Laws" and such other provisions as are determined by the Committee.

DESCRIPTION OF STOCK OPTIONS

The price per share of all shares of common stock of the Company for which
options are granted under the 1994 Plan, which is payable to the Company in cash
upon exercise of the option, may not be less than the market value (as reported
on NASDAQ) of such shares on the date the option is granted. Options are
exercisable at any time after twelve months and prior to ten years following the
date of grant. Options are not transferable except by will or the laws of
descent and distribution.

11
<PAGE> 14

FEDERAL INCOME TAX CONSEQUENCES

Options granted under the 1994 Plan are either non-qualified stock options
or incentive stock options for federal income tax purposes. A recipient of a
non-qualified stock option will not recognize income, and the Company will not
be entitled to a federal income tax deduction, when the non-qualified stock
option is granted. Upon exercise, the owner of the option will recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares received on the date of exercise over the option price, and the Company
will receive a deduction in the same amount.

A recipient of an incentive stock option will not recognize income when the
incentive stock option is granted. If the recipient holds shares acquired upon
exercise of the incentive stock option for one year from the date of exercise
and two years from the date of grant, the tax is deferred until the sale of the
stock acquired upon exercise, and any gain is a long-term capital gain. The
Company is not entitled to a tax deduction at the time of grant, exercise or
sale, assuming the recipient meets the requisite holding periods.

NEW PLAN BENEFITS

The following table sets forth the number and value of options that have
already been granted under the 1994 Plan. All of such options are subject to the
approval by the Company's shareholders of the 1994 Plan.

OPTIONS GRANTED UNDER THE
1994 STOCK OPTION PLAN AS OF MARCH 31, 1995

<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF OPTIONS
------------------------------------------------------------------ -----------------
<S> <C>
Lennox K. Black................................................... 25,000
Chairman and Chief Executive Officer
A. James Dearlove................................................. 30,000
President and Chief Operating Officer
Vincent Matthews, III............................................. 20,000
Senior Vice President
Robert J. Jaeger.................................................. 10,000
Vice President, Treasurer and Controller
Executive Officers as a Group..................................... 95,000
Non-Existing Directors as a Group................................. -0-
Other Employees as a Group........................................ 66,500
</TABLE>

Executive officers and key employees were granted 65,500 options at an exercise
price of $32.88 and an expiration date of March 31, 2004 and 96,000 options at
an exercise price of $32.25 and an expiration date of February 8, 2005. The
options were granted as follows: Mr. Black 25,000 ($32.25); Mr. Dearlove 20,000
($32.25) and 10,000 ($32.88); Dr. Matthews 10,000 ($32.25) and 10,000 ($32.88);
Mr. Jaeger 10,000 ($32.88); and all other employees as a group 41,000 ($32.25)
and 35,500 ($32.88). The market value of the Company stock at the close of
business on March 13, 1995 was $31.50.

EFFECTIVE DATE AND IMPLEMENTATION

The 1994 Plan will become effective upon the affirmative vote of the
holders of a majority of the common stock of the Company present in person or by
proxy at the annual meeting and entitled to vote.

The Board of Directors recommends that the shareholders vote FOR the
adoption of the 1994 Stock Option Plan.

III. ADOPTION OF THE 1995 DIRECTORS' STOCK OPTION PLAN

The Board of Directors believe that the value of the Company can be
enhanced through an effective stock option plan for directors. Such a plan
attracts and retains the services of experienced and knowledgeable directors and
encourages the directors to acquire a proprietary and vested interest in the
growth and performance of the Company. Under the terms of the proposed 1995
Directors' Stock Option Plan ("the

12
<PAGE> 15

Directors' Plan"), each eligible director will initially receive options to
acquire 5,000 shares and options to acquire 100 shares for each of the years
1996 through 1999. The total number of shares as to which options may be granted
under the Directors' Plan is 75,000. There are currently seven directors who are
eligible to receive options under the Directors' Plan.

The Directors' Plan is intended to be a formula plan under Rule 16b under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board
of Directors of the Company may amend the Directors' Plan, but no amendment may
be made (i) that would adversely affect outstanding options without the
optionee's consent (ii) without the approval of the shareholders if required to
comply with any tax or regulatory requirement (including exemptive relief under
Section 16(b) of the Exchange Act) or (iii) that would increase the aggregate
number of shares that may be issued upon the exercise of options, other than
with respect to adjustments to reflect certain corporate transactions as set
forth in the Directors' Plan. No provision of the Directors' Plan that (i)
permits eligible directors to receive options, (ii) states the amount or price
of options to be granted, (iii) specifies the timing of grants of options, or
(iv) sets forth a formula that determines the amount, price or timing of grants
of options, shall be amended more frequently than once every six months, other
than to comport with changes in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.

DESCRIPTION OF STOCK OPTIONS

The price per share of common stock of the Company purchasable upon
exercise of an option granted under the Directors' Plan is equal to the closing
price of such shares as reported on NASDAQ on the date the options are granted.
The options are exercisable after one year of service on the Board and prior to
ten years following the date of grant. Options are immediately exercisable upon
a change in control of the Company. Options are not transferable other than by
will or the laws of descent and distribution.

FEDERAL INCOME TAX CONSEQUENCES

Options granted under the Directors' Plan are non-qualified stock options
for federal income tax purposes and are subject to the same tax treatment as
described under the 1994 Plan with respect to non-qualified stock options.

NEW PLAN BENEFITS

The following table sets forth grants made under the Directors' Plan. All
such grants are subject to shareholder approval of the Directors' Plan.

OPTIONS GRANTED UNDER THE
1995 DIRECTORS' STOCK OPTION PLAN AS OF MARCH 31, 1995

On February 8, 1995, 5,000 options were granted to each director, subject to
shareholder approval of the Directors' Plan. Exercise price is $32.25;
expiration date is February 8, 2005. The market value of the Company's stock at
the close of business on March 13, 1995 was $31.50.

The full text of the Directors' Plan is set forth on Annex B to this proxy
statement, beginning on page B-1.

The Board of Directors recommends that the shareholders vote FOR the
adoption of the 1995 Directors' Stock Option Plan.

13
<PAGE> 16

EMPLOYEES' STOCK OWNERSHIP PLAN (ESOP)

Effective June 1, 1985, the Company established an Employees' Stock
Ownership Plan ("ESOP") and Trust for the benefit of employees. All employees of
the Company and its subsidiaries and affiliates, who are not covered by a
collective bargaining agreement and who have completed 12 months of service
within which they have been credited with at least 1,000 hours of service,
automatically become participants in the ESOP. The Trust borrowed $6,000,000 and
the proceeds of the loan were used to purchase a total of 122,583 shares of
Company common stock. The stock will be held in an unallocated stock account and
then allocated to participants' accounts as the loan is paid off and will be
paid to participating employees and their beneficiaries upon retirement or other
termination of service. Participants are neither required nor permitted to make
contributions to the ESOP.

Under the loan agreement, the Company guaranteed the loan and is obligated
to make annual contributions sufficient to enable the Trust to repay the loan,
including interest. Principal on the loan is due in forty quarterly installments
of $150,000 and the first payment was made in September 1985. When a payment is
made on the loan, stock is released for allocation to participants' accounts in
the proportion that each participant's compensation bears to the total
compensation of all participants.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than ten percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.

Based on its review of the copies of such forms received by it, the Company
believes that during 1994 all filing requirements applicable to its executive
officers, directors and greater than ten percent beneficial owners were complied
with.

IV. AMENDMENT TO ARTICLES OF INCORPORATION

The authorized capital stock of the Company now consists of 8,000,000
shares of common stock of the par value of $6.25 per share, of which there are
presently outstanding 4,437,517 shares, and 100,000 shares of preferred stock,
none of which has been issued. The Board of Directors has proposed that the
Articles of Incorporation be amended so that the authorized common stock will be
increased to 20,000,000 shares of the par value of $6.25 per share. In order for
the amendment to become effective, the proposal must be approved by the holders
of more than two-thirds of the outstanding shares of common stock entitled to
vote at the annual meeting. If the proposed amendment is approved by the
shareholders, the Company will have 15,562,483 shares of authorized and unissued
common stock. These shares will be available for issuance from time to time to
such entities for such consideration as the Board of Directors may determine,
without further action by the shareholders. The Company has no present
agreements or understanding with third parties with respect to the issuance of
these shares, nor is the Company presently negotiating for any such agreements
or understandings; however, the Board of Directors believes that it would be in
the best interest of the Company and its shareholders to be able to respond
quickly to strategic opportunities without the further necessity of obtaining
shareholder approval at such time.

The Articles of Incorporation of the Company provide that shareholders of
the Company do not have pre-emptive or other rights to subscribe for or purchase
any proportionate share of the authorized but unissued common stock of the
Company.

14
<PAGE> 17

The following resolution was adopted by the Board of Directors on February
8, 1995 and will be presented for adoption by the shareholders at the annual
meeting in order to effect the increase in the Company's authorized capital
stock described above:

RESOLVED, That the Articles of Incorporation of the Company, as
heretofore restated and amended, are further amended by changing Article 6
to read in its entirety as follows:

6. The aggregate number of shares which the corporation has
authority to issue is 20,100,000 shares, divided into two classes
consisting of 100,000 shares of Preferred Stock of the par value of $100
per share (hereinafter called "Preferred Stock") and 20,000,000 shares
of Common Stock of the par value of $6.25 per share (hereinafter called
"Common Stock").

The following is a description of each class of shares, and a
statement of the preferences, qualifications, limitations, restrictions
and the special or relative rights granted to or imposed upon them
(except those which the board of directors is authorized to fix as
hereinafter provided):

PREFERRED STOCK

(a) Issue in Series. The shares of Preferred Stock from time to
time may be divided into and issued in one or more series, each to
have the terms stated herein and in the resolution of the board of
directors providing for its issue. All shares of any one series of
Preferred Stock shall be identical, and all series of Preferred Stock
shall rank equally and be identical except as permitted hereunder.

(b) Creation of Series. The board of directors of the
corporation shall have the authority by resolution to divide the
Preferred Stock into one or more series, and to fix and determine
with respect to each series (i) the rate of dividend, the time of
payment and the dates from which dividends shall be cumulative, and
the extent of participation rights, if any, (ii) any right to vote
with holders of shares of any other series or class and any right to
vote as a class, either generally or as a condition to specified
corporate action, (iii) the price at and the terms and conditions on
which shares may be redeemed, (iv) the amounts payable upon shares in
event of voluntary or involuntary liquidation, (v) sinking fund
provisions for the redemption or purchase of shares, and (vi) the
terms and conditions on which shares may be converted, if the shares
of any series are issued with the privilege of conversion.

COMMON STOCK

(c) Dividends. Holders of Common Stock shall be entitled to
receive such dividends as may be declared by the board of directors,
except that the corporation will not declare, pay or set apart for
payment any dividend on shares of Common Stock (other than dividends
payable in Common Stock), or directly or indirectly make any
distribution on, redeem, purchase or otherwise acquire any such
shares, if at the time of such action the corporation is in default
with respect to any dividend payable on or any sinking or purchase
fund requirement relating to shares of Preferred Stock.

(d) Distribution of Assets. In the event of the voluntary or
involuntary liquidation of the corporation, holders of Common Stock
shall be entitled to receive pro rata all of the remaining assets of
the corporation available for distribution to its stockholders after
all amounts to which the holders of Preferred Stock are entitled have
been paid or set aside in cash for payment.'

If the resolution is approved, the Company will shortly thereafter deliver
Articles of Amendment to its Articles of Incorporation to the State Corporation
Commission of Virginia as required by Virginia law, and upon issuance of a
Certificate of Amendment by that Commission, the amendment will become
effective.

The Board of Directors recommends that the shareholders vote FOR the
amendment to the Articles of Incorporation.

15
<PAGE> 18

FINANCIAL AND OTHER INFORMATION

KPMG Peat Marwick LLP served as the Company's independent certified public
accountants for the year 1994 and will continue to serve as such for the Company
in 1995. A representative of that firm will be present at the Annual Meeting and
will have the opportunity to make a statement, if he desires to do so, and to
respond to appropriate questions from shareholders.

UPON THE WRITTEN REQUEST OF ANY PERSON WHO ON THE RECORD DATE WAS A RECORD
OWNER OF COMPANY COMMON STOCK, OR WHO REPRESENTS IN GOOD FAITH THAT HE WAS ON
SUCH DATE A BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT THE ANNUAL
MEETING, THE COMPANY WILL SEND TO SUCH PERSON, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FOR 1994, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. REQUESTS FOR THIS REPORT SHOULD BE DIRECTED TO BEVERLY COLE MCGUIRE,
CORPORATE SECRETARY, PENN VIRGINIA CORPORATION, 800 THE BELLEVUE, 200 S. BROAD
STREET, PHILADELPHIA, PA. 19102.

SHAREHOLDER PROPOSALS

ANY PROPOSAL SUBMITTED BY SHAREHOLDERS FOR INCLUSION IN THE COMPANY'S PROXY
STATEMENT AND PROXY FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY
MUST BE RECEIVED BY THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES NO LATER THAN
NOVEMBER 28, 1995, AND MUST COMPLY IN ALL OTHER RESPECTS WITH APPLICABLE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION RELATING TO SUCH
INCLUSION.

OTHER BUSINESS

The Board of Directors has no present intention of bringing any other
business before the meeting and has not been informed of any other matters that
are to be presented to the meeting. If any such matters properly come before the
meeting, however, the persons named in the enclosed proxy will vote in
accordance with their best judgment.

By order of the Board of Directors.

BEVERLY COLE MCGUIRE
Corporate Secretary

16
<PAGE> 19

ANNEX A

PENN VIRGINIA CORPORATION

1994 STOCK OPTION PLAN

1. PURPOSE OF PLAN

The purpose of the Plan is to provide individual performance incentives and
awards to the Company's employees, to assist the Company in retaining the
employment of valued employees by offering them a greater stake in the Company's
success and a closer identity with it, to aid in gaining the services of
individuals whose employment would be helpful to the Company and would
contribute to its success, and to encourage ownership in the Company by outside
directors of the Company whose services are considered essential to the
Company's continued progress and thus to provide them with a further incentive
to continue as a director of the Company.

2. DEFINITIONS

(a) "Board" means the board of directors of the Parent Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Company" means the Parent Company and each of its Subsidiary
Companies.

(e) "Date of Grant" means the date on which an Option is granted.

(f) "Eligible Director" means a member of the Board who is neither an
officer nor an employee of the Company.

(g) "Incentive Stock Option" means an option granted under the Plan,
designated by the Committee at the time of such grant as an Incentive Stock
Option and containing the terms specified herein for Incentive Stock Options.

(h) "Non-Qualified Option" means an option granted under the Plan,
designated by the Committee at the time of such grant as a Non-Qualified Option
and containing the terms specified herein for Non-Qualified Options.

(i) "Officer" means an officer as defined in Rule 3b-2 (or any similar
rule) of the Securities and Exchange Commission.

(j) "Option" means any stock option granted under the Plan and described
either in Section 3(a) or Section 3(b).

(k) "Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.

(l) "Parent Company" means Penn Virginia Corporation.

(m) "Shares" means shares of common stock, par value $6.25 per share, of
the Parent Company.

(n) "Subsidiary Companies" means all corporations that at any relevant time
are subsidiary corporations of the Parent Company within the meaning of section
424(f) of the Code.

(o) "Ten Percent Shareholder" means a person who on the Date of Grant owns,
either directly or within the meaning of the attribution rules contained in
section 424(d) of the Code, stock possessing more than ten percent of the total
combined voting power of all classes of stock of his or her employer corporation
or of its parent or subsidiary corporations, as defined respectively in sections
424(e) and (f) of the Code.

(p) "Value" on any date means (i) for Options granted on March 31, 1994,
the mean between the closing price and the high price of the Shares on such date
on the National Association of Securities Dealers

A-1
<PAGE> 20

Automated Quotation System ("NASDAQ"), and (ii) for Options granted on or after
April 1, 1994, the closing price of the Shares on such date on the NASDAQ or
such other generally recognized price quotation source as the Committee shall
select.

3. RIGHTS TO BE GRANTED

Rights that may be granted under the Plan are:

(a) Incentive Stock Options that give the Optionee the right for a
specified time period to purchase a specified number of Shares for a price not
less than their Value on the Date of Grant; and

(b) Non-Qualified Options that give the Optionee the right for a specified
time period to purchase a specified number of Shares for a price not less than
their Value on the Date of Grant.

4. STOCK SUBJECT TO PLAN

Subject to Section 11, not more than 500,000 Shares in the aggregate may be
issued pursuant to the Plan. If an Option terminates or expires without having
been exercised in full, other Options may be granted covering such Shares.

5. ADMINISTRATION OF PLAN

(a) The Plan shall be administered by the Committee, which shall be
composed of three directors of the Parent Company, appointed by the Board. None
of the members of the Committee shall be eligible (or shall have been eligible
while serving on the Committee or within one year prior to the date of their
appointments) to selection as a person to whom Options may be granted or awarded
under the Plan (other than as provided in Section 7(d)) or selection as a person
to whom stock may be allocated or to whom stock options, stock appreciation
rights or any other equity securities may be granted or awarded under any other
plan of the Company or any of its affiliates entitling the participants therein
to acquire stock, options or stock appreciation rights of the Company or any of
its affiliates (other than a plan that is a "formula plan" meeting the
conditions in Rule 16b-3(c)(2)(ii), or any similar rule, of the Securities and
Exchange Commission).

(b) The Committee may delegate to a person designated from time to time by
the Committee as the Plan administrator the Committee's discretion pursuant to
Sections 8(c) and 8(j).

6. GRANT OF RIGHTS

Subject to Section 7, the Committee may grant Options to Eligible Directors
and eligible employees of the Company in such amounts and at such times as shall
be determined by the Committee.

7. ELIGIBILITY

(a) Non-Qualified Options may be granted only to (i) Eligible Directors and
(ii) employees of the Company who are officers or persons whose principal duties
consist of supervising the work of other employees of the Company or who are
otherwise key employees of the Company, including employees who are also
directors.

(b) Incentive Stock Options may be granted only to employees of the Company
who are officers or persons whose principal duties consist of supervising the
work of other employees of the Company or who are otherwise key employees of the
Company, including employees who are also directors.

(c) An Incentive Stock Option shall not be granted to a Ten Percent
Shareholder except on such terms concerning the option price and period of
exercise as are provided in Sections 8(a) and 8(e) with respect to such a
person.

(d) No Option shall be granted to any Eligible Director unless (i) the
number or maximum number of Shares that Eligible Directors may acquire or that
may be subject to Options granted pursuant to the Plan and the terms upon which
and the time at which or the period within which such shares may be acquired or
such

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<PAGE> 21

Options may be acquired and exercised shall be approved by the shareholders of
the Parent Company; or (ii) such grant shall not otherwise impair the
qualification of such grantee as a "disinterested person" within the meaning of
Rule 16b-3 of the Securities and Exchange Commission.

8. OPTION AGREEMENTS AND TERMS

All Options shall be granted prior to March 31, 2004 and be evidenced by
option agreements that shall be executed on behalf of the Parent Company and by
the respective Optionees. The terms of each such agreement shall be determined
from time to time by the Committee, consistent, however, with the following:

(a) Option Price. The option price per Share of any Options granted to an
Optionee shall be determined by the Committee but shall not be less than 100
percent of the Value of the Shares on the Date of Grant; provided that with
respect to any Incentive Stock Options granted to a Ten Percent Shareholder, the
option price per Share shall not be less than 110 percent of the Value of the
Shares on the Date of Grant.

(b) Restrictions on Transferability. An Option shall not be transferable
otherwise than by will or the laws of descent and distribution and, during the
lifetime of the Optionee, shall be exercisable only by him or her. Upon the
death of an Optionee, the person to whom the rights shall have passed by will or
by the laws of descent and distribution may exercise any Options only in
accordance with the provisions of Section 8(e).

(c) Payment. Full payment for Shares purchased upon the exercise of an
Option shall be made in cash or, at the election of the person exercising the
Option and subject to the approval of the Committee at the time of exercise, by
surrendering, or by the Parent Company's withholding from Shares purchased,
Shares with an aggregate Value, on the date immediately preceding such exercise
date, equal to all or any portion of the option price not paid in cash.

(d) Issuance of Certificates; Payment of Cash. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional Share shall be
satisfied in cash. Upon receipt of payment of the option price and any
withholding taxes payable pursuant to subsection (j), the Parent Company shall
deliver a certificate for the number of whole Shares and a check for the Value
on the date of exercise of the fractional Share to which the person exercising
the Option is entitled. The Parent Company shall not be obligated to deliver any
certificates for Shares until such Shares have been listed (or authorized for
listing upon official notice of issuance) upon each stock exchange upon which
outstanding Shares of such class at the time are listed nor until there has been
compliance with such laws or regulations as the Parent Company may deem
applicable. The Parent Company shall use its best efforts to effect such listing
and compliance.

(e) Periods of Exercise of Options. An Option shall be exercisable in whole
or in part at such time as may be determined by the Committee and stated in the
option agreement; provided that no Option shall be exercisable before the later
to occur of (i) the shareholders of the Parent Company approving the Plan or
(ii) one year from the Date of Grant and that no Option shall be exercisable
after five years from the Date of Grant in the case of an Option granted to a
Ten Percent Shareholder or after ten years from the Date of Grant in all other
cases, and the following limitations shall apply:

(1) Subject to the limitations on the exercise of Incentive Stock
Options contained in subsection (g), and unless otherwise determined by the
Committee with respect to any Option, in the event that an Optionee ceases
to be an employee of the Company or an Eligible Director for any reason
other than death, any Option held by such Optionee shall not be exercisable
after three months from the date the Optionee ceases to be an employee of
the Company (in the case of an Incentive Stock Option) or from the date the
Optionee is neither an employee nor an Eligible Director (in the case of a
Non-Qualified Option);

provided that if cessation is due to the disability of the Optionee (as
determined by the Board), his or her Option shall be exercisable during
such period after the date of such cessation as shall be determined by the
Committee in its discretion (which shall not, in the case of an Incentive
Stock Option, be longer than one year after such cessation of employment).
An option exercisable after the date of such cessation shall be exercisable
only to the extent exercisable as of the date of such cessation.
Notwithstanding the

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<PAGE> 22

forgoing, an Option shall not be exercisable after five years from the Date
of Grant in the case of a Ten Percent Shareholder or after ten years from
the Date of Grant in all other cases.

(2) In the event that an Optionee ceases to be an employee of the
Company or an Eligible Director by reason of his or her death, an Incentive
Stock Option shall not be exercisable after six months from the date of
death and a Non-Qualified Option shall not be exercisable after one year
from the date of death. An Option exercisable after the date of death shall
be exercisable only to the extent exercisable as of the date of death.
Notwithstanding the foregoing, an Option shall not be exercisable after
five years from the Date of Grant in the case of a Ten Percent Shareholder
or after ten years from the Date of Grant in all other cases.

(f) Date and Notice of Exercise. The date of exercise of an Option shall be
the date on which written notice of exercise, addressed to the Parent Company at
its main office to the attention of its Secretary, is hand delivered, telecopied
or mailed, first class postage prepaid; provided that the Parent Company shall
not be obliged to deliver any certificates for Shares pursuant to the exercise
of any Option until the Company shall have received payment in full of the
option price for such Shares and any withholding taxes payable pursuant to
subsection (j). Each such notice of exercise shall be irrevocable when given.
Each notice of exercise must state whether the person exercising the Option is
exercising an Incentive Stock Option or a Non-Qualified Option and must include
a statement of preference as to the manner in which payment to the Parent
Company shall be made (Shares or cash or a combination of Shares and cash).

(g) Limitation on Exercise of Incentive Stock Options. The aggregate fair
market value (determined as of the time Options are granted) of the Shares with
respect to which Incentive Stock Options may first become exercisable by an
Optionee in any one calendar year under the Plan and any other plan of his or
her employer corporation and its parent and subsidiary corporations, as defined
respectively in sections 424(e) and (f) of the Code, shall not exceed $100,000.
The foregoing limitation shall apply only to Incentive Stock Options granted
under the Plan and not to any other Options granted under the Plan.

(h) No Relation Between Incentive Stock Options and Non-Qualified Options.
The grant, exercise, termination or expiration of any Incentive Stock Option
granted to an Optionee shall have no effect upon any NonQualified Option held by
such Optionee, nor shall the grant, exercise, termination or expiration of any
Non-Qualified Option granted to an Optionee have any effect upon any Incentive
Stock Option held by such Optionee.

(i) Continued Employment. Each Optionee holding an Incentive Stock Option
shall agree that the Company shall have the right to require him or her to
continue in the service of the Company for such period, not less than two years
from the date the Option was granted, as the Board may determine and as may be
stated in the option agreement.

(j) Payment of Withholding Taxes. Full payment for the amount of any taxes
required by law to be withheld upon the exercise of an Option shall be made, on
or before the date such taxes must be withheld, in cash or, at the election of
the person exercising the Option and subject to the approval of the Committee,
by surrendering, or by the Parent Company's withholding from Shares purchased,
Shares with an aggregate Value on the date immediately preceding the date that
the withholding taxes due are determined equal to all or any portion of the
withholding taxes not paid in cash.

9. TERMINATION OF EMPLOYMENT

For the purposes of the Plan, a transfer of an employee between two
employers, each of which is a Company, shall not be deemed a termination of
employment.

10. RIGHTS AS STOCKHOLDERS

An Optionee shall have no right as a stockholder with respect to any Shares
covered by his or her Options until the date of the issuance of a stock
certificate to him or her for such Shares.

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<PAGE> 23

11. CHANGES IN CAPITALIZATION

In the event of a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights or other similar corporate change,
the Board shall make an appropriate adjustment in the aggregate number of Shares
that may be subject to Options, the number of Shares subject to each then
outstanding Option and the option price of each then outstanding Option.

12. MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS

If during the term of any Option the Parent Company or any of the
Subsidiary Companies shall be merged into or consolidated with or otherwise
combined with or acquired by another person or entity, or there is a divisive
reorganization or a liquidation or a partial liquidation of the Parent Company,
the Parent Company may choose to take no action with regard to the Options
outstanding or to take any of the following courses of action:

(a) Subject to the limitations on the exercise of Incentive Stock Options
contained in Section 8(g), not less than 15 days nor more than 60 days prior to
any such transaction, all Optionees shall be notified that their Options shall
expire on the 45th day after the date of such notice, in which event all
Optionees shall have the right to exercise all of their Options in full prior to
such new expiration date;

(b) The Parent Company shall provide in any agreement with respect to any
such merger, consolidation, combination or acquisition that the surviving, new
or acquiring corporation shall grant options to the Optionees to acquire shares
in such corporation with respect to which the excess of the fair market value of
the shares of such corporation immediately after the consummation of such
merger, consolidation, combination or acquisition over the option price shall
not be less than the excess of the Value of the Shares over the option price of
Options, immediately prior to the consummation of such merger, consolidation,
combination or acquisition; or

(c) The Parent Company shall take such other action as the Board shall, in
its sole discretion, determine to be reasonable under the circumstances in order
to permit Optionees to realize the value of rights granted to them under the
Plan, including without limitation cashing out the Options for an amount equal
to the difference between the exercise price and the transaction value of the
Shares, as determined by the Board in its sole discretion.

13. PLAN NOT TO AFFECT EMPLOYMENT

Neither the Plan nor any Option shall confer upon any employee of the
Company any right to continue in the employment of the Company.

14. INTERPRETATION

The Committee shall have the power to interpret the Plan and to make and
amend rules for putting it into effect and administering it. It is intended that
the Incentive Stock Options shall constitute Incentive Stock Options within the
meaning of section 422 of the Code, that the Non-Qualified Options shall
constitute property subject to federal income tax pursuant to the provisions of
section 83 of the Code and that the Plan shall qualify for the exemption
available under Rule 16b-3 (or any similar rule) of the Securities and Exchange
Commission. The provisions of the Plan shall be interpreted and applied insofar
as possible to carry out such intent.

15. AMENDMENTS

The Plan, any Option and the related option agreement may be amended by the
Board or the Committee, but any amendment that increases the aggregate number of
Shares that may be issued pursuant to the Plan upon the exercise of Options,
that changes the class of eligible employees, or that otherwise requires the
approval of the shareholders of the Parent Company in order to maintain the
exemption available under Rule 16b-3 (or any similar rule) of the Securities and
Exchange Commission shall require the approval of the holders of such portion of
the shares of the capital stock of the Parent Company present and entitled to
vote on

A-5
<PAGE> 24

such amendment as is required by applicable state law and the terms of the
Parent Company's capital stock to make the amendment effective. Notwithstanding
the foregoing, no amendment shall be made that would disqualify any member of
the Committee from being "disinterested" within the meaning of Rule 16b-3 (or
any similar rule) of the Securities and Exchange Commission. No outstanding
Option shall be adversely affected by any such amendment without the written
consent of the Optionee or other person then entitled to exercise such Option.

16. SECURITIES LAWS

(a) The Committee shall have the power to make each grant under the Plan
subject to such conditions as it deems necessary or appropriate to comply with
the then-existing requirements of Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission.

(b) The Options and the Shares underlying the Options have not been
registered under the Securities Act of 1933, as amended, or any state securities
laws (collectively, the "Securities Laws"), and the Company shall be under no
obligation to effect such registration. Optionees shall acknowledge that they
have acquired the Options and will acquire the Shares not with a view to
distribution and will agree not to transfer, sell or dispose of such Options and
Shares except in compliance with the Securities Laws. The Shares issued pursuant
to the Options shall be legended to such effect upon issuance.

17. EFFECTIVE DATE AND TERM OF PLAN

The Plan shall become effective on the date on which the Plan is approved
by the shareholders of the Parent Company, and shall expire on March 30, 2004
unless sooner terminated by the Board. The Board shall submit the Plan to the
shareholders of the Parent Company for their approval at the 1995 annual meeting
of shareholders unless such shareholders' approval shall have been obtained
prior to such meeting. Any Option granted before the approval of the Plan by the
shareholders of the Parent Company shall be expressly conditioned upon, and any
Option shall not be exercisable until, such approval on or prior to the date of
the 1995 annual meeting of such shareholders. If such shareholder approval is
not received at or before the 1995 annual meeting, the Board shall have the
right to terminate the Plan, in which case all Options granted under the Plan
shall expire.

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<PAGE> 25

ANNEX B

PENN VIRGINIA CORPORATION

1995 DIRECTORS' STOCK OPTION PLAN

1. PURPOSE.

The purposes of the Plan are to attract and retain the services of
experienced and knowledgeable directors and to encourage eligible 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.

2. DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth
below:

(a) "Board" means the Board of Directors of the Company.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Company" means Penn Virginia Corporation.

(e) "Eligible Director" means each director of the Company.

(f) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(g) "Fair Market Value" means with respect to the Common Stock on any given
date the closing stock market price for a Share (as reported by the National
Association of Securities Dealers Automated Quotation System or other recognized
stock quotation service), or in the event that there shall be no closing stock
price on such date, the closing stock price on the date nearest preceding such
date.

(h) "Grant Date" means the date on which an Option is granted.

(i) "Option" means any right granted to an Optionee allowing such Optionee
to purchase Shares at such price or prices and during such period or periods as
are set forth in the Plan. All Options shall be non-qualified options.

(j) "Option Agreement" means a written instrument evidencing an Option
granted hereunder and signed by an authorized representative of the Company and
the Optionee.

(k) "Optionee" means an Eligible Director who receives an Option under the
Plan.

(l) "Shares" means shares of Common Stock.

3. ADMINISTRATION.

Subject to the terms of the Plan, the Board shall have the power to
interpret the provisions and supervise the administration of the Plan.

4. SHARES SUBJECT TO THE PLAN.

(a) Total Number. Subject to adjustment as provided in this Section, the
total number of Shares as to which Options may be granted under the Plan shall
be 75,000 Shares. Any Shares issued pursuant to Options granted hereunder may
consist, in whole or in part, of authorized and unissued Shares or treasury
Shares.

(b) Reduction in Number of Shares Available.

(i) The grant of an Option shall reduce the Shares as to which Options
may be granted by the number of Shares subject to such Option.

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<PAGE> 26

(ii) Any Shares issued by the Company through the assumption or
substitution of outstanding grants of an acquired company shall not reduce
the Shares available for grants under the Plan.

(c) Increase in Number of Shares Available. The lapse, expiration,
cancellation, or other termination of an Option that has not been fully
exercised shall increase the number of Shares as to which Options may be granted
by the number of Shares that have not been issued upon exercise of such Option.

(d) Other Adjustments. The total number and kind of Shares available for
Options under the Plan, the number and kind of Shares subject to outstanding
Options, and the exercise price for such Options shall be appropriately adjusted
by the Board for:

(i) any increase or decrease in the number of outstanding Shares
resulting from a stock dividend, subdivision, combination of Shares,
reclassification, or other change in corporate structure or capitalization
affecting the Shares,

(ii) any conversion of the Shares into or exchange of the Shares for
other shares as a result of any merger or consolidation (including a sale
of assets), or

(iii) any other event such that an adjustment is made reasonably
necessary to maintain the proportionate interest of the Optionee.

5. GRANT OF OPTIONS.

On February 8, 1995, or, with respect to any person who was not an Eligible
Director on such date, on the date such person becomes an Eligible Director,
each Eligible Director shall be granted an Option to acquire 5,000 Shares.
Thereafter, on the first business day of each year from 1996 through 1999,
inclusive, each Eligible Director on such date shall be granted an Option to
acquire an additional 100 Shares.

6. GENERAL TERMS.

The following provisions shall apply to each Option:

(a) Option Price. The purchase price per Share purchasable under an Option
shall be 100% of the Fair Market Value of a Share on the Grant Date.

(b) Option Period. Each Option granted shall expire 10 years from its
Grant Date, and shall be subject to earlier termination as hereinafter provided.

(c) Service Period. Each Option granted under the Plan shall become
exercisable by the Optionee only after the completion of one year of Board
service immediately following the Grant Date. Exercise of any or all previously
granted Options shall not be required.

(d) Transfer and Exercise. No Option shall be transferable by the Optionee
except by will or the laws of descent and distribution. In the event of the
death of an Optionee, the Option, if otherwise exercisable by the Optionee at
the time of such death, may be exercised within six months after such Optionee's
death by the person to whom such right has passed by will or the laws of descent
and distribution.

(e) Method of Exercise. Any Option may be exercised, after the completion
of one year of Board service following the Grant Date, by the Optionee in whole
or in part at such time or times and by such methods as the Board may specify.
The applicable Option Agreement may provide that the Optionee may make payment
of the Option price in cash, Shares, or such other consideration as the Board
may specify, or any combination thereof, having a Fair Market Value on the
exercise date equal to the total Option price.

(f) Issuance of Certificates; Payment of Cash. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional Share shall be
satisfied in cash. Upon payment to the Company of the Option price, the Company
shall deliver to the Optionee a certificate for the number of whole Shares and a
check for the Fair Market Value on the date of exercise of the fractional share
to which the Optionee is entitled.

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<PAGE> 27

7. CHANGE IN CONTROL.

(a) Effect of Change in Control. Notwithstanding anything in the Plan to
the contrary, other than the initial shareholder approval requirement set forth
in Section 10, and subject to any applicable pooling-of-interest accounting
rules, in the event of a Change in Control of the Company, the Options granted
under Section 5 shall vest and become immediately exercisable; provided,
however, that at least six months shall elapse from the Grant Date of an Option
to the date of disposition of any Shares issued upon exercise of such Option. In
the event of a Change in Control of the Company as defined in Section 7(b)(iii),
the Company may provide in any agreement with respect to such merger or
consolidation that the surviving corporation shall grant options to the
Optionees to acquire shares in such corporation with respect to which the excess
of the fair market value of the share of such corporation immediately after the
consummation of such merger or consolidation over the option price shall not be
less than the excess of the Fair Market Value of the Shares over the Option
price of Options, immediately prior to the consummation of such merger or
consolidation.

(b) Definition. For purposes of the Plan, a "Change in Control of the
Company" shall be deemed to have occurred if:

(i) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any company
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the
Company, becomes, after the effective date of the Plan, the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities;

(ii) during any period of two consecutive years (not including any
period prior to the effective date of the Plan), individuals who at the
beginning of such period constitute the Board and any new director (other
than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in any of clauses (i),
(iii) and (iv) of this Section 7(b)) whose election by the Board or whose
nomination for election by the Company's shareholders was approved by a
vote of at least two-thirds ( 2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any reason
(other than retirement) to constitute at least a majority thereof;

(iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 75% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or

(iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.

8. AMENDMENTS AND TERMINATION.

(a) Board Authority. The Board may amend, alter, or terminate the Plan,
but no amendment, alteration, or termination shall be made (i) that would impair
or adversely affect the rights of an Optionee under an Option theretofore
granted, without the Optionee's consent, or (ii) without the approval of the
shareholders if such approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement that is a
prerequisite for exemptive relief from Section 16(b) of the Exchange Act, or if
the proposed alteration or amendment would increase the aggregate number of
Shares that may be issued upon the exercise of Options (other than pursuant to
Section 4(d) hereof); provided, however that no provision of the Plan that (i)
permits Eligible Directors to receive Options, (ii) states the amount or price
of Options to be granted to Eligible Directors, (iii) specifies the timing of
grants of Options to Eligible Directors, or (iv) sets forth a formula that
determines the amount, price or timing of grants of

B-3
<PAGE> 28

Options to Eligible Directors, shall be amended more frequently than once every
six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.

(b) Prior Shareholder and Optionee Approval. Anything herein to the
contrary notwithstanding, in the event that amendments to the Plan are required
in order that the Plan or any other stock-based compensation plan of the Company
comply with the requirements of Rule 16b-3 issued under the Exchange Act, as
amended from time to time, or any successor rule promulgated by the Securities
and Exchange Commission related to the treatment of benefit and compensation
plans under Section 16 of the Exchange Act, the Board is authorized to make such
amendments without the consent of Optionees or the shareholders of the Company.

9. GENERAL PROVISIONS.

(a) Compliance with Regulations. All certificates for Shares issued and
delivered under the Plan pursuant to the exercise of any Option shall be subject
to such stock transfer orders and other restrictions as the Board may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Shares are then
listed, and any applicable federal or state securities law, and the Board may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Company shall not be required to issue or
deliver any Shares under the Plan prior to the completion of any registration or
qualification of such Shares under any federal or state law, or under any ruling
or regulation of any governmental body or national securities exchange, that the
Board in its sole discretion shall deem to be necessary or appropriate.

(b) Other Plans. Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required by applicable law or the rules
of any stock exchange on which the Common Stock is then listed; and such
arrangements may be either generally applicable or applicable only in specific
cases.

(c) Withholding of Taxes. Each Optionee shall pay to the Company, upon the
Company's request, all amounts necessary to satisfy the Company's federal, state
and local tax withholding obligations, if any, with respect to the grant or
exercise of any Option.

(d) Conformity With Law. If any provision of the Plan is or becomes or is
deemed invalid, illegal, or unenforceable in any jurisdiction, or would
disqualify the Plan or any Option under any law deemed applicable by the Board,
such provision shall be construed or deemed amended in such jurisdiction to
conform to applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Board, materially altering the intent of
the Plan, it shall be stricken and the remainder of the Plan shall remain in
full force and effect.

(e) Insufficient Shares. In the event there are insufficient Shares
remaining to satisfy all of the Option grants under Section 5 made on the same
day, such Option grants shall be reduced pro-rata.

10. EFFECTIVE DATE AND TERMINATION.

The Plan shall become effective upon approval by the Company's shareholders
and, with respect to new grants, shall terminate on the second business day of
1999. With respect to outstanding Options, the Plan shall terminate on the date
on which all outstanding Options have expired or terminated. The Board shall
submit the Plan to the shareholders of the Company for their approval at the
1995 annual meeting of shareholders unless such shareholders' approval shall
have been obtained prior to such meeting. Any Option granted before the approval
of the Plan by the shareholders of the Company shall be expressly conditioned
upon, and any Option shall not be exercisable until, such approval on or prior
to the date of the 1995 annual meeting of such shareholders. If such shareholder
approval is not received at or before the 1995 annual meeting, the Board shall
have the right to terminate the Plan, in which case all Options granted under
the Plan shall expire.

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<PAGE> 29

PROXY
- ------------------------------------------------------------------------------------------------------------------------------------
Penn Virginia Corporation Proxy Solicited on behalf of the Board of Directors for Annual Meeting on May 2, 1995.

The undersigned hereby appoints A. James Dearlove, William M. Swenson and Beverly Cole McGuire and each of them, proxy or proxies of
the undersigned, with the power of substitution, to vote all shares of stock of the Company held by the undersigned which are
entitled to be voted at the annual meeting of shareholders to be held in the Boardroom of the Company, 800 The Bellevue, 200 South
Broad Street, Philadelphia, Pennsylvania on Tuesday May 2, 1995, at 10:00 A.M. and any adjournments thereof, on all matters coming
before said meeting as shown on the reverse side of this card. The undersigned acknowledges receipt of the 1994 annual report and
the notice of meeting and proxy statement dated March 31, 1995.

(Continued and to be signed on the other side)

The shares represented by this proxy will be voted as specified. If no choice is specified, such shares will be voted FOR the
items listed below
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<S> <C>
Eckhard Albrecht, Lennox K. Black, John D. Cadigan, Hans Michael Gaul, Item No. 3 - Consider and vote upon a
John A. H. Shober, Frederick C. Witsell, Jr., Minturn T. Wright, III proposed 1995 Directors' Stock Option Plan
[ ] For [ ] Against [ ] Abstain
(Instruction: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.) Item No. 4 - Consider and vote upon a
proposal to amend the Articles of
Item No. 1 - Election of Directors Incorporation of the Company to increase
[ ] For all nominees listed the number of authorized shares of the
[ ] Withheld authority to vote for all nominees listed common stock of the Company to
20,000,000 shares.
Item No. 2 - Consider and vote upon a proposed 1994 Stock Option Plan. [ ] For [ ] Against [ ] Abstain
[ ] For [ ] Against [ ] Abstain
Item No. 5 - In their discretion, on
any other business which may
properly come before the meeting.
[ ] For [ ] Against [ ] Abstain

Please mark, date and sign as your name
appears to the left and return in the
enclosed envelope. When signing as
attorney, administrator, executor,
guardian or trustee, please give full
tile as such.

Dated , 1995
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Signature
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Signature
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I plan to attend the meeting [ ] Yes [ ] No

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