0001193125-12-425557 Sample Contracts

DEPOSIT AGREEMENT among PENN VIRGINIA CORPORATION AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 17, 2012
Deposit Agreement • October 17th, 2012 • Penn Virginia Corp • Crude petroleum & natural gas • New York

DEPOSIT AGREEMENT dated as of October 17, 2012, among (i) PENN VIRGINIA CORPORATION, a Virginia corporation, and (ii) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Depositary (as hereinafter defined) and the holders from time to time of the Receipts described herein.

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PENN VIRGINIA CORPORATION (a Virginia corporation) 8,000,000 Shares of Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • October 17th, 2012 • Penn Virginia Corp • Crude petroleum & natural gas • New York

The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Credit Suisse Securities (USA) LLC will arrange to send you the prospectus if you request it by calling toll-free 1(800) 221-1037.

PENN VIRGINIA CORPORATION (a Virginia corporation) 10,000 Shares of 6.00% Convertible Perpetual Preferred Stock, Series A (par value $100.00 per share) Underwriting Agreement
Underwriting Agreement • October 17th, 2012 • Penn Virginia Corp • Crude petroleum & natural gas • New York

The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Credit Suisse Securities (USA) LLC will arrange to send you the prospectus if you request it by calling toll-free 1(800) 221-1037.

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