Amendment to Separation Agreement

CONFORMED COPY

 Amendment to Separation Agreement

This Amendment to Separation Agreement (the “Amendment”) is made and entered into this 29th day of June, 2009 by and between Petroleum Development Corporation, a Nevada Corporation (the “Company”) and Xxxx X. Xxxxxxx (“Xxxxxxx”) (collectively, the “Parties”).

WHEREAS, the Parties executed a Separation Agreement on May 19, 2009;

WHEREAS, the Separation Agreement  provides that Exhibit B thereto is to be amended to identify the fourteen thousand five hundred (14,500) Shares of Restricted Stock of the Company listed on such Exhibit which vest pursuant to the Separation Agreement;

WHEREAS, the Parties desire to amend Exhibit B by this Amendment which also serves to clarify that (i) eight thousand forty-five (8,045) unexercised Options were forfeited (ii) sixteen thousand three hundred seventy-five (16,375) Shares of Restricted Stock were forfeited and (iii) twenty one thousand two hundred sixty three (21,263) Performance Shares were forfeited;

NOW THEREFORE, in consideration of the premises and mutual covenants and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the parties hereto, intending to be legally bound, agree to amend Exhibit B of the Separation Agreement to read as follows:

EXHIBIT B
EQUITY COMPENSATION
AWARDS OUTSTANDING AS OF MAY 19, 2009
						Shares
												Accelerated		Total Shares
												Pursuant to		Vested and
								Vested		Unvested		Original		Outstanding
		Original		Ending		Original		As of		As of		Terms of		as of
Award Type		Grant Date		Vest Date		Award		5/19/2009		5/19/2009		Award		6/18/2009
Options		3/16/2006		3/16/2010		4,375		3,281		1,094		1,094		4,375
		12/13/2004		12/13/2008		3,670		3,670		-		-		3,670
						8,045		6,951		1,094		1,094		8,045
Restricted Stock		3/4/2009		3/4/2013		16,101		-		16,101		16,101		16,101
		3/7/2008		1/1/2013		8,921		1,784		7,137		7,137		7,137
		3/7/2008		3/7/2012		4,384		1,096		3,288		3,288		3,288
		2/20/2007		2/20/2011		5,976		2,988		2,988		2,988		2,988
		3/16/2006		3/16/2010		5,441		4,080		1,361		1,361		1,361
						40,823		9,948		30,875		30,875		30,875
Performance Shares (1)		3/4/2009		12/31/2011		7,179		-		7,179		-		-
		3/7/2008		12/31/2010		7,189		-		7,189		-		-
		2/20/2007		12/31/2009		6,895		-		6,895		-		-
						21,263		-		21,263		-		-
						70,131		16,899		53,232
Total shares vested and outstanding														38,920
Unexercised options forfeited														(8,045)
Restricted shares forfeited														(16,375)
Total shares issued														14,500
(1) Forfeited pursuant to section 4(a)(5) of the Separation Agreement dated May 19, 2009.

IN WITNESS WHEREOF, the Company and Xxxxxxx have duly executed this Separation Agreement as of the date first above written.

Petroleum Development Corporation

	By:	/s/ Xxxxxx X. Xxxxxx		/s/ Xxxx X. Xxxxxxx
				Xxxx X. Xxxxxxx